UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 9, 2013
CHINA UNITED INSURANCE SERVICE, INC.
(Exact name of registrant as specified in
its charter)
000-54884
(Commission File Number)
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Delaware |
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98-6088870 |
(State or other jurisdiction
of incorporation) |
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(I.R.S. Employer
Identification No.) |
7F, No. 311 Section 3, Nan-King East
Road, Taipei City, Taiwan
(Address of principal executive offices)
+8862-87126958
(Registrant’s Telephone
Number, Including Area Code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into
Material Definitive Agreement
On June 9, 2013, Action Holdings Financial
Limited (“AHFL”), a wholly-owned British Virgin Islands subsidiary of China United Insurance Service, Inc. (the “Company”
or “CUIS”), entered into a Loan Agreement (the “Company Loan Agreement”) with ZLI Holdings Limited, a wholly-owned
Hong Kong subsidiary of CUIS (the “HK Company”).
Under the Company Loan Agreement, AHFL
agrees to provide a loan to the HK Company with the principal amount equal to the US Dollar equivalent of RMB 40,000,000 ($6,532,716).
The term for such loan shall be ten (10) years which may be extended upon the agreement of the parties. The amount of such loan
was remitted to the account of the HK Company on August 30, 2013.
The Company Loan Agreement is included
as Exhibit 10.1 to this Current Report on Form 8-K and is the legal document that governs the terms of the loan. The foregoing
description of the loan arrangement is qualified in its entirety by reference to the complete text of the Company Loan Agreement,
which is filed as Exhibit 10.1 hereto, and incorporated, herein by reference.
In August 2013, the HK Company entered
into several Loan Agreements (collectively, the “Investor Loan Agreements”) with the following parties: Able Capital
Holding Co., Ltd., a limited liability company established and registered in Hong Kong, Mr. Chen Li and Ms. Yue Jing, both PRC
citizens (collectively, the “Investor Borrowers”).
Under the Investor
Loan Agreements, the Investor Borrowers wish to borrow a loan from the HK Company for their investment in Henan Law Anhou Insurance
Agency Co., Ltd. (“Anhou”) and the HK Company agrees to provide certain loan to each of the Investor Borrowers with
an aggregate principal amount equal to the US Dollar equivalent of RMB40,000,000 ($6,532,716). The term for such loans shall be
ten (10) years which may be extended upon the agreement of the parties. Pursuant to the Investor Loan Agreements, each of the Investor
Borrowers covenants to enter into certain Variable Interest Entities Agreements with Anhou, Zhengzhou Zhonglian Hengfu Business
Consulting Co., Ltd. (the “WFOE”) and certain existing shareholders of Anhou. The
proceeds received from the said loans by the Investor Borrowers shall be solely used to increase the registered capital of Anhou,
and the HK Company may determine the repayment methods including transferring of the Investor Borrowers’ corresponding registered
capital in Anhou or through other manner as full payment of the loans subject to terms and conditions therein in the event that
the Investor Borrowers fails to repay the loan in currency to the HK Company.
The specific amounts loaned to the Investor
Borrowers were as follows:
Able: RMB29,500,000 ($4,817,896)
Mr. Chen: RMB3,000,000 ($489,949)
Ms. Yue: RMB7,500,000 ($1,224,871)
Recent development of relevant laws
and background of the loans
On April 27,
2013, China Insurance Regulatory Commission (“CIRC”) issued the Decision on Revising the Provisions of the Supervision
and Administration of Specialized Insurance Agencies (the “Decision on Revising the Agency Provisions”), pursuant to
which, CIRC has mandated any insurance agency established subsequent to the Decision on Revising the Agency Provisions to meet
a minimum registered capital requirement of RMB50 million. On May 16, 2013, CIRC issued Notice for Further Clarification
on Related Issues of Access to Professional Insurance Intermediary Market (the “Notice”), pursuant to which, professional
insurance agencies established prior to the issuance of the Decision on Revising the Agency Provisions, with registered capital
less than RMB50 million, can continuous operation of their existing business within the provinces where they have the registered
office or branch office, but shall not set up any new branches in any province where they do not have the registered office or
any branch office.
As of the date hereof, Anhou, a professional
insurance agency with a PRC nationwide license, has a registered capital in the amount of RMB10 million. The registered office
and branch offices of Anhou currently are all in Henan province. To better implement its expansion strategies, Anhou intends to
increase its registered capital to RMB50 million to meet the requirement of CIRC so that it can set up new branches in any province
beyond its current operations in Mainland China.
Due to certain restriction on direct foreign
investment in insurance agency business under current PRC legal regime, Anhou has sought certain investments made by the
Investor Borrowers and they may need funds through individual loans. Upon the completion of the contemplated increase of
registered capital of Anhou, each Investor Borrowers shall enter into the Variable Interest Entities Agreement with the WFOE, the
wholly-owned indirect subsidiary of the Company, Anhou and other parties so as to consolidate any additional VIE interest generated
from the said registered capital increase into the Company.
The Investor Loan Agreements are included
as Exhibit 10.2 – 10.4 to this Current Report on Form 8-K and are the legal documents that govern the terms of the loans
described therein and the other actions contemplated by the above Investor Loan Agreements. The foregoing description of the loan
arrangements are qualified in its entirety by reference to the complete text of the Investor Loan Agreements, which are filed as
Exhibit 10.2-10-4 hereto, and incorporated, herein by reference.
Item 9.01 Financial
Statements and Exhibits.
No. |
Description |
10.1 |
Company Loan Agreement |
10.2 |
Loan Agreement between ZLI Holdings and Able Capital Holding Co., Ltd., dated August 28, 2013 |
10.3 |
Loan Agreement between ZLI Holdings and Chen Li, dated August 9, 2013. |
10.4 |
Loan Agreement between ZLI Holdings and Yue Jing, dated August 9, 2013. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CHINA UNITED INSURANCE SERVICE, INC.
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Date: September 6, 2013 |
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By: |
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/s/ Lo
Chung Mei |
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Name: |
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Lo Chung Mei |
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Title: |
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Chief Executive Officer |
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EXHIBIT INDEX
No. |
Description |
10.1 |
Company Loan Agreement |
10.2 |
Loan Agreement between ZLI Holdings and Able Capital Holding Co., Ltd., dated August 28, 2013 |
10.3 |
Loan Agreement between ZLI Holdings and Chen Li, dated August 9, 2013. |
10.4 |
Loan Agreement between ZLI Holdings and Yue Jing, dated August 9, 2013. |
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