Item 1.01 Entry into a Material Definitive Agreement.
On February 25, 2022, Law Anhou Insurance Agency
Co., Ltd., a Chinese corporation (“Law Anhou”) and a contract controlled entity of China United Insurance Service,
Inc., a Delaware corporation (the “Company”) entered into a Share Purchase Agreement (the “Agreement”)
with Jiangsu Law and Buyers (as defined below), pursuant to which Law Anhou shall sell and transfer 100% of its equity ownership in Jiangsu
Law Insurance Brokerage Co., Ltd., a Chinese corporation and a wholly owned subsidiary of Law Anhou (“Jiangsu Law”)
for a total consideration of RMB 21,000,000 (the “Purchase Price”, equivalent to approximately $3,327,028 USD based
on the currency exchange ratio of 1 USD= 6.31194 RMB) in cash to the following buyers: Xuzhou Guosheng Furui Asset Management Co., Ltd.
(“XGF Asset Management”), a Chinese corporation, Jiangsu Zhongbozhixin Financial Service Outsourcing Co., Ltd. (“ZBZX”),
a Chinese corporation, and Xuzhou Xinrui Service Outsourcing Co., Ltd. (“XZXR”), a Chinese corporation (collectively
with XGF Asset Management and ZBZX, the “Buyers,” and each a “Buyer”). The Company, via one of its
wholly-owned subsidiary, controls Law Anhou through a series of variable interest entity agreements (the “VIE Agreements”).
In
accordance with the Agreement, the Buyers shall jointly pay to Law Anhou the Purchase Price in three installments as follows: 70% of the
Purchase Price in the amount of RMB 14,700,000 shall be paid within five (5) days of the execution of the Agreement, 20% of the Purchase
Price in the amount of RMB 4,200,000 shall be paid five (5) days after Jiangsu Law is registered to reflect the Buyers’ names as
new shareholders thereof, and the remaining 10% of the Purchase Price in the amount of RMB 2,100,000 shall be paid within five
(5) days after Jiangsu Law finalizes the filing with the Jiangsu Regulatory Bureau of the China Banking and Insurance Regulatory Commission
(the “CBIRC Jiangsu Regulatory Bureau”) regarding the changes of the shareholders of Jiangsu Law.
Pursuant to the Agreement, XGF Asset Management
will hold 42% equity interest in Jiangsu Law, ZBZX will hold 45% equity interest in Jiangsu Law, and XZXR will hold 13% equity interest
in Jiangsu Law upon closing of the transaction set forth therein.
In addition, the Agreement provides that the Purchase
Price shall be paid to Law Anhou by the Buyers in the pro rata amounts corresponding to the respective equity percentage each Buyer shall
hold in Jiangsu Law except that ZBZX may deduct RMB 100,000 from its proportional payment of the Purchase Price due to the fact that ZBZX
paid RMB 100,000 as part of the payment towards the Purchase Price to Law Anhou when the parties entered into the Letter of Intent (the
“Letter of Intent”) regarding this transaction. In the event that any Buyer fails to pay Law Anhou its portion of the
Purchase Price, Law Anhou may claim ZBZX to be jointly and severally responsible for the unpaid Purchase Price. Because Jiangsu
Law shall retain its insurance intermediary license as the only asset pursuant to this Agreement, the Buyers shall pay Law Anhou the agreed
value of any additional asset in cash in addition to the Purchase Price should Jiangsu Law retain any additional Assets other than the
insurance intermediary license.
In accordance
with the Agreement, Law Anhou and the Buyers shall create a management transition team (the “Transition Team”) where
the Transition Team will work to transfer all documents, seals, and licenses belonging to Jiangsu Law to the Buyers. The Agreement provides
that the Accounts Receivables of Jiangsu Law described in the Agreement will be transferred to Law Anhou and unfulfilled contracts of
Jiangsu Law will be transferred to Law Anhou, except certain circumstances may prevent such transfer. In addition, all debts (the “Debts”)
and liabilities (the “Liabilities”) of Jiangsu Law will be assumed by Law Anhou and Law Anhou shall compensate the
Buyers for any loss they suffer as a result of the Debts and Liabilities of Jiangsu Law if Law Anhou fails to assume any of such Debts
or Liabilities in accordance with the Agreement. Furthermore, pursuant to the Agreement, Law Anhou shall be relieved of all capital contributions
to Jiangsu Law while the Buyers shall provide all capital contributions to Jiangsu Law. The Agreement also provides that Law Anhou and
Jiangsu Law will be responsible for the arrangement of current employees of Jiangsu Law.
If
the China Banking and Insurance Regulatory Commission (the “CBIRC”) or the CBIRC Jiangsu Regulatory Bureau
requires Jiangsu Law to increase its capital in accordance with the provisions of Section III of
the Implementation Measures for Administrative Licensing and Filing of Insurance Intermediaries (the “Measures”) that
have been implemented on February 1, 2022, Law Anhou shall adopt the necessary procedures in accordance with the Measures and other Chinese
laws, as applicable, to require the Buyers to make capital contributions in cash and the Buyers have agreed to make additional capital
contribution of not less than RMB 10,000,000 in cash to increase Jiangsu Law's registered capital so that Jiangsu Law's registered capital
meets the requirements of the Measures. According to the Agreement, Law Anhou, the Buyers, and Jiansgu Law will each be responsible for
their own taxes as a result of the transaction contemplated in the Agreement.
The foregoing
description of the Agreement is qualified by reference to the full text of the translation copy of the Agreement, which is filed as Exhibit
10.1 hereto and incorporated herein by reference.
