Current Report Filing (8-k)
15 March 2013 - 6:34AM
Edgar (US Regulatory)
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):
March 14, 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
Amendment to
the Acquisition Agreement
On August 24,
2012, China United Insurance Service, Inc.(the
“Company” or CUIS)entered into an Acquisition
Agreement with all of the shareholders of Action Holdings Financial Limited (“AHFL”),
a British Virgin Islands limited liability company, to acquire all of the issued and outstanding shares
of AHFL (the “Acquisition Agreement”) and consummated the acquisition contemplated by the Acquisition Agreement.
Pursuant to the provisions of the Acquisition
Agreement and in exchange for all of the issued and outstanding shares of AHFL, the Company agreed to (i) issue eight million shares
of common stock of the Company to the shareholders of AHFL; (ii) issue two million shares of common stock of the Company to certain
employees of Dinglv Broker; (iii) create an employee stock option pool, consisting of available options, exercisable for up to
two million shares of common stock of the Company; and (iv) pay NT$15 million (US$500,708) and NT$7.5 million (UD$250,354) in cash
in two installments, subject to terms and conditions therein. “NT$” shall mean the official currency of Taiwan.
On March 14, 2013, the Company and the
selling shareholders of AHFL entered into an Amendment to the Acquisition Agreement (the “Amendment”), pursuant to
which, (i) the cash payment deadline as set forth in the Acquisition Agreement has been extended from March 31, 2013 to March 31,
2015 or at any other time or in any other manner otherwise agreed upon by and among the Company and the selling shareholders of
AHFL; and (ii) in lieu of the 2 million employee stock option pool described in the Acquisition Agreement, the Company agrees to
use its best efforts, as soon as practically possible, to create an employee stock pool consisting of up to 4 million shares of
CUIS Common Stock, among which 2 million shares shall be solely granted to employees of Dinglv Broker, and the remaining 2 million
shares to be granted to employees of affiliated entities of the Company (including Dinglv Broker employees).
The Amendment is attached as Exhibit 10.1
to this Current Report on Form 8-K and its terms are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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Exhibit |
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Description |
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10.1 |
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Amendment to Acquisition Agreement, effective as of March 14, 2013, by and among the Company and the selling shareholders of AHFL. |
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: March 14, 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
Exhibit |
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Description |
10.1 |
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Amendment to Acquisition Agreement, effective as of March 14, 2013, by and among the Company and the selling shareholders of AHFL. |
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