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China United Insurance Service, Inc. – ‘8-K’ for 8/24/12 – EX-2.1

On:  Friday, 8/24/12, at 3:11pm ET   ·   For:  8/24/12   ·   Accession #:  1144204-12-47985   ·   File #:  333-174198

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/24/12  China United Ins Service, Inc.    8-K:1,2,3,5 8/24/12    3:443K                                   Vintage/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     33K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    177K 
                          Liquidation or Succession                              
 3: EX-99.1     Miscellaneous Exhibit                               HTML     12K 

ACQUISITION AGREEMENT

This Acquisition Agreement (this “Agreement”), dated August 24, 2012 is by and among China United Insurance Service, Inc., a company with limited liability incorporated under the laws of Delaware (“CUIS”) and all shareholders of Action Holdings Financial Limited (“AHFL”) as listed in the Schedule I of this Agreement (the “Selling Shareholders”) ..

WHEREAS, the board of directors of CUIS has (i) approved the acquisition of AHFL by CUIS (the “Acquisition”), with AHFL becoming a direct wholly owned Subsidiary of CUIS as a result of the Acquisition, (ii) approved the execution, delivery and performance by CUIS of this Agreement and the consummation of the Acquisition contemplated hereby; and (iii) recommended the approval of the Acquisition and the related issuance of CUIS shares by the CUIS shareholders;

WHEREAS, the board of directors of AHFL has (i) determined that it is in the best interests of AHFL and its shareholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance by AHFL of this Agreement and the consummation of the Acquisition contemplated hereby; and (iii) recommended the authorization and approval by the Shareholders of AHFL of this Agreement and the Acquisition;

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, CUIS and the Selling Shareholders hereby agree as follows:

1.                          DEFINITIONS

1.1                        Definitions. The following terms have the following meanings, unless the context indicates otherwise:

(a)          “Additional CUIS Shares” shall mean the 2 million fully paid and non-assessable shares of CUIS Common Stock to be issued to certain employees of Dinglv Broker by CUIS on the Closing Date pursuant to this Agreement;

(b)          "Agreement" shall mean this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement;

(c)          “AHFL” shall mean Action Holdings Financial Limited, a company with limited liability incorporated under the laws of the British Virgin Islands;

(d)          “Allocated CUIS Shares” shall mean the CUIS Shares allocated and issued to each Selling Shareholder and the Additional CUIS Shares allocated and issued to each Dinglv Broker Employee by CUIS on the Closing Date pursuant to this Agreement;

(e)          "AHFL Shares" shall mean 13,593,015 shares of common stock of AHFL held by the Selling Shareholders, being all of the issued and outstanding capital stock of AHFL;

(f)          "Closing" shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which time the Closing Documents shall be exchanged among the parties, except for those documents or other items specifically required to be exchanged at a later time;

(g)          "Closing Date" shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.5 following the satisfaction or waiver by CUIS and the Selling Shareholders of the closing conditions set forth in Sections 5.1 and 5.2 respectively;

(h)          "Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;

(i)          "CUIS Shares" shall mean the 8 million fully paid and non-assessable shares of CUIS Common Stock to be issued to the Selling Shareholders by CUIS on the Closing Date pursuant to this Agreement;

(j)          “Dinglv Broker” shall mean Law Insurance Broker Co., Ltd.

(k)          “Dinglv Broker Employees” shall mean certain employees of Dinglv Broker to whom the Additional CUIS Shares will be issued pursuant to this Agreement;

(l)          "Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended;

(m)          "Group Companies" shall collectively mean AHFL, Taiwan Dinglv, Law Risk Management & Consultant Co., Ltd., Law Insurance Broker Co., Ltd. and Law Insurance Agent Co., Ltd. and each a "Group Company";

(n)          “Intellectual Property Assets” shall mean all functional business names, trading names, registered and unregistered trademarks, service marks, all patents, inventions, methods, processes and discoveries that may be patentable, all copyrights in both published works and unpublished works, all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints owned, used, or licensed by any Group Company as licensee or licensor, as well as the related application rights thereof.

(o)          "Liabilities" shall mean any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, liquidated or unliquidated, secured or unsecured, matured or unmatured, absolute, contingent or otherwise;

(p)          “NT$” shall mean the official currency of Taiwan;

(q)          "SEC" shall mean the United States Securities and Exchange Commission;

(r)          "Securities Act" shall mean the United States Securities Act of 1933, as amended;

2

(s)          “Taiwan Dinglv”, shall mean Law Enterprise Co., Ltd., a company limited by shares incorporated under the laws of Taiwan, which is 65.95% held by AHFL

(t)          "Taxes" shall mean international, federal, state, provincial and local income taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and

(u)          "Transaction" shall mean the purchase of AHFL Shares by CUIS from the Selling Shareholders in consideration for the issuance of the CUIS Shares and the Additional CUIS Shares.

1.2                          Schedules. The following schedules are attached to and form part of this Agreement:

1.3                         Currency. All references to currency referred to in this Agreement are in United States Dollars (US$), unless expressly stated otherwise.

2.                          ACQUISITION of BVI CO.

2.1                        Acquisition of AHFL. Subject to the terms and conditions of this Agreement, the Selling Shareholders hereby covenant and agree to sell, assign and transfer to CUIS, and CUIS hereby covenants and agrees to purchase from the Selling Shareholders all of AHFL Shares held by the Selling Shareholders. Upon completion of the Transaction contemplated herein, AHFL shall become a direct wholly-owned subsidiary of CUIS.

2.2                        Consideration. As consideration for the acquisition of AHFL, CUIS shall (i) allot and issue the CUIS Shares to the Selling Shareholders in the amounts set forth opposite each Selling Shareholder's name on Part I of Schedule I; (ii) allot and issue the Additional CUIS Shares to the Dinglv Broker Employees in the amounts set forth opposite each such Dinglv Broker Employee's name on Part II of Schedule I; (iii) pay NT$15 million to the Selling Shareholders in the amounts set forth opposite each Selling Shareholder's name on Part III of Schedule I on or prior to March 31, 2013; (iv) pay NT$7.5 million to the Selling Shareholders in the amounts set forth opposite each Selling Shareholder's name on Part III of Schedule I on or subsequent to March 31, 2013; and (v) set up an employee stock and option pool, consisting of options, upon exercise, convertible into up to 2 million shares of CUIS Common Stock, for Dinglv Broker Employees pursuant to Section 2.8 herein. For the avoidance of doubt, the Selling Shareholders may, in its discretion, designate any person to receive the above-mentioned consideration directly from CUIS. All certificates representing the CUIS Shares and the Additional CUIS Shares issued at Closing will be endorsed with the following legend pursuant to the Securities Act in order to reflect the fact that the CUIS Shares and the Additional CUIS Shares will be issued to the Selling Shareholders and the Dinglv Broker Employees, as applicable, pursuant to an exemption from the registration requirements of the Securities Act:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED ON OR PRIOR TO [DATE]. BY ACCEPTING ANY INTEREST IN SUCH SECURITIES, THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE LOCK-UP PROVISIONS.

2.3                        Fractional Shares. Notwithstanding any other provision of this Agreement, no certificate for fractional shares of the CUIS Shares or the Additional CUIS Shares will be issued in the Transaction. In lieu of any such fractional shares, if any of the Selling Shareholders or the Dinglv Broker Employees would otherwise be entitled to receive a fraction of a share of the CUIS Shares or the Additional CUIS Shares, as applicable, pursuant to this Agreement, the Selling Shareholders and the Dinglv Broker Employees will be entitled to have such fraction rounded up to the nearest whole number of CUIS Shares or the Additional CUIS Shares, as applicable, and will receive from CUIS a stock certificate representing same.

2.4                        Closing Date. The Closing will take place, subject to the terms and conditions of this Agreement, on the Closing Date.

2.5                        Restricted Shares. The Selling Shareholders acknowledge and agree for their own sake and on behalf of Dinglv Broker Employees that the CUIS Shares and the Additional CUIS Shares are being issued pursuant to an exemption from the prospectus delivery and registration requirements of the Securities Act. The Selling Shareholders for their own sake and on behalf of Dinglv Broker Employees, acknowledge and agree that the CUIS Shares and the Additional CUIS Shares issued pursuant to the terms and conditions set forth in this Agreement as are required under applicable securities laws and as a result may not be sold, transferred or otherwise disposed, except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case only in accordance with all applicable securities laws.

2.6                        Exemptions. The Selling Shareholders for their own sake and on behalf of Dinglv Broker Employees, acknowledge that CUIS has advised such Selling Shareholders and AHFL, on behalf of the Dinglv Broker Employees, that CUIS is relying upon the representations and warranties of the Selling Shareholders for their own sake and on behalf of Dinglv Broker Employees, set forth in Section 3 of this Agreement to issue the CUIS Shares and the Additional CUIS Shares under an exemption from the prospectus delivery and registration requirements of the Securities Act.

2.7                        Lock-up Agreements. Each of the Selling Shareholders acknowledge and agree that he/she: (i) will not, for a period of 4 years commencing from June 30, 2012, sell, transfer or otherwise dispose (“Transfer”) any of his/her Allocated CUIS Shares; (ii) may Transfer up to 20% of his/her Allocated CUIS Shares commencing from the end of the fourth year; (iii) may Transfer up to an additional 30% of his/her Allocated CUIS Shares commencing from the end of the fifth year; and (iv) may freely Transfer any of his/her remaining Allocated CUIS Shares commencing from the end of the sixth year.

                            CUIS may, in its sole discretion, determine to issue multiple stock certificates representing the Allocated CUIS Shares corresponding to the respective lock-up periods to each of the Selling Shareholders and the Dinglv Broker Employees. Notwithstanding anything to the contrary of this Agreement, each of the Selling Shareholders and the Dinglv Broker Employees may pledge any or all of his/her Allocated CUIS Shares to qualified financial institution for loans.

2.8                        Covenant. CUIS hereby covenants that, subsequent to the Closing hereof, it will, within 3 months after the date hereof, set up an employee stock and option pool (the “ESOP”), consisting of options, upon exercise, convertible into up to 2 million shares of CUIS Common Stock, for Dinglv Broker Employees. Upon satisfaction of respective performance criteria of Dinglv Broker Employees, the board of directors of Dinglv Broker may submit its recommendation to CUIS for its approval and issuance of such options under the ESOP. For the avoidance of doubt, the board of directors of Dinglv Broker may, during the period commencing from 3 months after the date hereof and ending on the fifth anniversary of the date hereof, submit its recommendation and request the issuance of such options to Dinglv Broker Employees; such recommendation and demand may be submitted in multiple times, but in any event, the aggregate number of options issued pursuant to this Section 2.8 shall not exceed the 2 million employee stock and option pool. Details of terms and conditions on the said ESOP shall be set forth in separate ESOP documents duly approved by CUIS.

On the date of this Agreement and as of the Closing Date, each of the Selling Shareholders (the “Covenantors”), hereby severally but not jointly represents and warrants to CUIS, and acknowledges that CUIS is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of CUIS, except as set forth in the disclosure schedule attached to this Agreement as Schedule II (the “Disclosure Schedule”) (which Disclosure Schedule shall be deemed to be representations and warranties of the Covenantors), as of the date hereof and the Closing (unless otherwise specified) hereunder, as follows:

3.1                        Organization and Good Standing. Each Group Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to own, lease and to carry on its business as now being conducted. Each Group Company is duly qualified to do business and is in good standing as a corporation in each of the jurisdictions in which it owns property, leases property, does business, or is otherwise required to do so, except where the failure to be so qualified would not have a material adverse effect, individually or in the aggregate, on the business, operations, assets, properties, prospects or condition (financial or otherwise) of each such Group Company (a "Dinglv Material Adverse Effect").

3.2                        Authority. This Agreement has been duly executed and delivered by each of the Selling Shareholders and this Agreement is valid and binding obligations of each of the Selling Shareholders enforceable in accordance with their respective terms except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally; and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.3                        Group Structure.

(a)          Part IV of Schedule I to this Agreement includes a chart setting forth each Group Company immediately prior to and following the Closing and lists the total authorized, issued and outstanding shares of capital stock of each Group Company on the Closing Date.

(b)          Except for interests held in the other Group Companies, none of the Group Companies has any subsidiaries or owns or controls, directly or indirectly, through contract or otherwise, any interest in any other corporation, partnership, trust, joint venture, association or other entity.

3.4                        Capitalization of the Group Companies.

(a)          The entire authorized capital stock and other equity securities of AHFL consist of 15,000,000 shares of common stock. As of the date of this Agreement, there are 13,593,015 shares of AHFL common stock issued and outstanding. All of the issued and outstanding shares of AHFL common stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the British Virgin Islands and its Constitution and Articles of Association. There are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating AHFL to issue any additional common shares of AHFL common stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from AHFL any common shares of AHFL common stock. There are no agreements or arrangements purporting to restrict the transfer of AHFL common stock and no voting agreements, shareholders' agreements, voting trusts, or other agreements or arrangements restricting or affecting the voting of AHFL common stock.

(b)          Taiwan Dinglv 's registered capital is TWD206,125,010 (65.95% is held by AHFL). As of the date of this Agreement, there are 20,612,501 shares of Taiwan Dinglv common stock issued and outstanding. Taiwan Dinglv is holding 96% equity interest of Law Insurance Agent Co., Ltd.; holding 100% equity interest of Law Insurance Broker Co., Ltd. (“Dinglv Broker”), and holding 97.84% equity interest of Law Risk Management & Consultant Co., Ltd., as of the date hereof.

3.5                        Corporate Records of the Group Companies. The corporate records of each Group Company, as required to be maintained by them pursuant to all applicable laws, are accurate, complete and current in all material respects, and the minute books of each Group Company are, in all material respects, correct and contain all records required by all applicable laws, as applicable, with regard to all proceedings, consents, actions and meetings of the shareholders and the board of directors of each Group Company.

3.6                        Non-Contravention. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Transaction, will:

(a)          conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of any Group Company under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to any Group Company or any of their respective material property or assets;

(b)          violate any provision of the applicable incorporation or charter documents of any Group Company; or

(c)          violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to any Group Company or any of their respective material property or assets.

3.7                        Actions and Proceedings. There is no action, suit, judgment, claim, demand, proceeding or governmental investigation outstanding or pending, or, to the Knowledge of the Selling Shareholders, threatened against or affecting any Group Company or which involves any of the business, properties or assets of any Group Company, except routine or temporary examination conducted by relevant local authorities in Taiwan from time to time. To the Knowledge of the Selling Shareholders, none of the Selling Shareholders or any officer or director of any Group Company is a defendant in or under investigation with respect to, any action, suit, judgment, claim, demand, proceeding or governmental investigation in connection with his or her status as a Selling Shareholder or an officer or director of a Group Company, which could reasonably be expected to have a Material Adverse Effect to the Group Companies. To the Knowledge of the Selling Shareholders, there is no reasonable basis for any action, suit, judgment, claim, demand, proceeding or governmental investigation that, based upon the likelihood of its being asserted and its success if asserted, could reasonably be expected to have a Dinglv Material Adverse Effect.

3.8                        Compliance. To the Knowledge of the Selling Shareholders, each Group Company is in material compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation to the business or operations of such Group Company.

3.9                        Filings, Consents and Approvals. No filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by the Group Companies of the Transaction contemplated by this Agreement or to enable CUIS to continue to conduct AHFL's business after the Closing Date in a manner which is consistent with that in which the business is presently conducted.

3.10                      Financial Representations. The consolidated audited balance sheets for Taiwan Dinglv for the past two years commencing from July 1, 2010 and ending on June 30, 2012, together with related statements of income, cash flows, and changes in shareholder's equity for such fiscal years (collectively, the "Financial Statements") to be supplied on or before the Closing Date:

(a)          are in accordance with the books and records of the Group Companies; and

(b)          present fairly and accurately the financial condition of the Group Companies as of the respective dates indicated and the results of operations for such periods.

3.11                      Absence of Undisclosed Liabilities. To the Knowledge of the Selling Shareholders, none of the Group Companies has any material Liabilities that exceed USD500,000, which:

(a)          are not set forth in the Financial Statements or have not heretofore been paid or discharged;

(b)          did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to CUIS; or

(c)          have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Financial Statements.

To the Knowledge of the Selling Shareholders, there are no material Liabilities, contingent or otherwise, of any Group Company which are required to be reserved against or disclosed in the Financial Statements which are not so reserved or disclosed.

3.12                       Tax Matters.

3.13                      Absence of Changes. To the knowledge of the Selling Shareholders, since June 30, 2012, none of the Group Companies has:

3.14                      Subsidiaries. Except as set forth on Schedule I, none of the Group Companies has any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations. Each Group Company owns all of the shares of each of its subsidiaries and there are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating any Group Company or its respective subsidiaries to issue any additional common shares of such Group Company or subsidiary, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from any Group Company or subsidiary any shares of such Group Company or subsidiary.

3.15                     Personal Property. Each Group Company possesses, and has good and marketable title to, or a valid leasehold interest in, all property and assets necessary for the continued operation of the business of such Group Company as presently conducted and as represented to CUIS. All such property and assets are used in the business of the Group Companies. All such property and assets are in reasonably good operating condition (normal wear and tear excepted), and are reasonably fit for the purposes for which such property and assets are presently used. All material equipment, furniture, fixtures and other tangible personal property and assets owned by any Group Company is owned by such Group Company free and clear of all liens, security interests, charges, encumbrances, and other adverse claims, except as disclosed on Section 3.15 of the Disclosure Schedule.

3.16                        Intellectual Property. Each Group Company owns or holds an interest in all Intellectual Property Assets necessary for the operation of the business of such Group Company as it is currently conducted. Except as disclosed in the Disclosure Schedule, the Group Companies are the owners of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, and other adverse claims, and has the right to use without payment to a third party of all the Intellectual Property Assets. No employee, director, officer or shareholder of any Group Company owns directly or indirectly in whole or in part, any Intellectual Property Asset which any Group Company is presently using or which is necessary for the conduct of its business, and none of the Intellectual Property Assets, if any, used by any Group Company infringes or is alleged to infringe any intellectual property rights of any third party.

3.17                       Employees and Consultants. All employees and consultants of the Group Companies have been paid all salaries, wages, income and any other sums due and owing to them by each such Group Company, as applicable, as at the end of the most recent completed pay period. None of the Group Companies has any labour conflict with any employees that could reasonably be expected to have a Dinglv Material Adverse Effect. To the Knowledge of Selling Shareholders, no employee of any Group Company is in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any other contract or agreement relating to the relationship of such employee with any Group Company or any other nature of the business conducted or to be conducted by any Group Company. Each Group Company has complied in all material respects with all employment laws, rules, regulations and ordinances applicable to such Group Company.

3.18                       Real Property. The Group Companies hold good, valid and marketable title to the owned real property set forth on Section 3.18 of the Disclosure Schedule, free and clear of any and all liens and encumbrances (the "Owned Real Property"), and except as disclosed on Section 3.18 of the Disclosure Schedule, none of the Group Companies owns any other real property. Each of the leases, subleases, claims or other real property interests (collectively, the "Leases") to which any Group Company is a party or is bound, as set forth on Section 3.18 of the Disclosure Schedule, is legal, valid, binding, enforceable and in full force and effect in all material respects (the "Leased Real Property"). All rental and other payments required to be paid by any Group Company pursuant to any such Leases have been duly paid and no event has occurred which, upon the passing of time, the giving of notice, or both, would constitute a breach or default by any party under any of the Leases. The Leases will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing Date. None of the Group Companies has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or the leasehold property pursuant thereto. Other than the Owned Real Property and the Leased Real Property, none of the Group Companies has any other interest in real property, whether owned, leased or otherwise, and the Owned Real Property and the Leased Real Property constitute all of the real property necessary to conduct the Group Companies' businesses as currently conducted.

3.19                       Material Contracts and Transactions. To the Knowledge of the Selling Shareholders, each Material Contract is binding and enforceable against the other party thereto and there exists no material breach or violation of or default by the other party thereto under any Material Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Material Contract by the other party thereto. There exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Material Contract. For the purpose of this Section 3.19, material contract shall mean any contract that involves economic rights or obligation of any Group Company that exceeds or is expected to exceed USD500,000.

3.20                       Certain Transactions. None of the Group Companies is a guarantor or indemnitor of any indebtedness of any third party, including any person, firm or corporation.

3.21                       No Brokers. None of the Group Companies nor any Selling Shareholder has incurred any obligation or liability to any party for any brokerage fees, agent's commissions, or finder's fees in connection with the Transaction contemplated by this Agreement.

3.22                       Completeness of Disclosure. No representation or warranty by the Selling Shareholders in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to CUIS pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

3.23                       Licenses. (i) Each Group Company owns or validly holds all licenses that are necessary to conduct its business as presently conducted and as proposed to be conducted and that are necessary to own and operate its assets and properties; (ii) each license is valid, binding and in full force and effect; (iii) no Group Company is or has at any time been, or has received any notice that it is or has at any time been, in default (or with the giving of notice or lapse of time or both, would be in default) under any license.

3.24                       Insurance. The insurance policies of each Group Company comply with the minimum insurance requirements in its industry and cover such risks and contain such policy limits, types of coverage and deductibles as are adequate to insure fully against risks to which each such Group Company and its employees, business, properties and other assets would reasonably be expected to be exposed in the operation of its business as currently conducted. All of the required insurance policies are valid and enforceable policies, all premiums due and payable under all such policies and bonds have been paid. None of the Selling Shareholders has any knowledge or belief, after due inquiry of any threatened termination of, or material premium increase with respect to, any of such policies.

3.25                       Interested Party Transactions. In the past twelve (12) months, none of the Group Companies, nor any shareholder, officer or director thereof, or any family member or affiliate of any of the foregoing, has either directly or indirectly: (a) a material interest in any person which purchases from or sells, licenses or furnishes to any Group Company any goods, property, technology, intellectual or other property rights or services related to the business of the Group Companies; (b) a material interest in any contract (whether written or verbal) with respect to the business to which the Group Company is a party or by which it may be bound or affected; or (c) any other interest in, or is a party to, any other transaction that would be required to be disclosed as a related party transaction pursuant to Rule 404 of Regulation S-K promulgated under the Securities Act, if each Group Company were subject to the requirements thereof.

3.26                       Restricted Securities. The Selling Shareholders, for their own sake as well as on behalf of the Dinglv Broker Employees, acknowledge and understand that the CUIS Shares and the Additional CUIS Shares are characterized as "restricted securities" under the federal securities laws, inasmuch as they are being acquired in a transaction not involving a public offering, and that under such laws and applicable regulations as well as subject to the lock-up agreements, the CUIS Shares and the Additional CUIS Shares may be resold without registration under the Securities Act only if an exemption from registration under the Securities Act is available.

3.27                       Investment Representations.

Each of the Selling Shareholders, for their own sake as well as on behalf of the Dinglv Broker Employees, severally but not jointly, acknowledges and agrees that:

4.                          REPRESENTATIONS AND WARRANTIES OF CUIS

As of the date hereof and as of the Closing Date, CUIS represents and warrants to the Selling Shareholders and acknowledges that the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of the Selling Shareholders, as of the date hereof and the Closing (unless otherwise specified) hereunder, as follows:

4.1                        Organization and Good Standing. CUIS is duly incorporated, organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and to carry on its business as now being conducted. CUIS is qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions in which it owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the businesses, operations, or financial condition of CUIS.

4.2                        Authority. CUIS has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement to be signed by CUIS and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The consummation by CUIS of the transactions contemplated hereby have been duly authorized by its board of directors. This Agreement has been duly executed and delivered by CUIS and this Agreement is valid and binding obligations of CUIS enforceable in accordance with their respective terms, except:

(a)          as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally; and

(b)          as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

4.3                        Capitalization of CUIS. The entire authorized capital stock and other equity securities of CUIS consists of 100,000,000 shares of common stock, at par value of US$0.00001 (the "CUIS Common Stock"), and 10,000,000 shares of preferred stock, at par value of US$0.00001 (the "Preferred Stock"). As of the date of this Agreement, there are (a) 19,100,503 shares of CUIS Common Stock issued and outstanding, (b) 1,000,000 shares of Preferred Stock issued and outstanding and (c) no warrants to purchase shares of CUIS Common Stock issued and outstanding. All of the issued and outstanding shares of CUIS Common Stock and Preferred Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. Except as contemplated by this Agreement, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating CUIS to issue any additional shares of CUIS Common Stock or Preferred Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from CUIS any shares of CUIS Common Stock or Preferred Stock as of the date of this Agreement.

4.4                        Corporate Records of CUIS. The corporate records of CUIS, as required to be maintained by it pursuant to the laws of the State of Delaware, are accurate, complete and current in all material respects, and the minute book of CUIS is, in all material respects, correct and contains all material records required by the law of the State of Delaware in regards to all proceedings, consents, actions and meetings of the shareholders and the board of directors of CUIS.

4.5                        Non-Contravention. Neither the execution, delivery nor performance of this Agreement, nor the consummation of the Transaction, will:

4.6                        Validity of CUIS Common Stock Issuable upon the Transaction. The CUIS Shares and the Additional CUIS Shares to be issued to the Selling Shareholders and the Dinglv Broker Employees, as applicable, upon consummation of the Transaction in accordance with this Agreement will, upon issuance, have been duly and validly authorized and, when so issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable.

4.7                       Actions and Proceedings. To the Knowledge of CUIS, there is no claim, charge, arbitration, grievance, action, suit, investigation or proceeding by or before any court, arbiter, administrative agency or other governmental authority now pending or, to the Knowledge of CUIS, threatened against CUIS which involves any of the business, or the properties or assets of CUIS that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects or conditions of CUIS taken as a whole (a "CUIS Material Adverse Effect").

4.8                        Filings, Consents and Approvals. Except for filings and other disclosures that are required to be filed with the SEC, no filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by CUIS of the Transaction contemplated by this Agreement.

4.9                        SEC Filings. True and complete copies of each report, schedule, registration statement and proxy statement filed by CUIS with the SEC (collectively, and as such documents have since the time of their filing been amended, the "CUIS SEC Documents") are available through the SEC's website, located at http://www.sec.gov.

4.10                      Subsidiaries. CUIS does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations, except as disclosed in the CUIS SEC Documents.

4.11                      Material Contracts and Transactions. Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which CUIS is a party except as disclosed in writing to the Selling Shareholders or as disclosed in the CUIS SEC Documents.

4.12                       No Brokers. CUIS has not incurred any obligation or liability to any party for any brokerage fees, agent's commissions, or finder's fees in connection with the Transaction contemplated by this Agreement.

4.13                       Listing and Maintenance Requirements. CUIS is currently quoted on the OTC Bulletin Board ("OTCBB") or such other trading market.

4.14                       No SEC or FINRA Inquiries. Neither CUIS nor any of its past or present officers or directors is the subject of any formal or informal inquiry or investigation by the SEC or the Financial Institution Regulatory Authority ("FINRA"). CUIS currently does not have any outstanding comment letters or other correspondences from the SEC or FINRA.

5.                          CLOSING CONDITIONS

5.1                        Conditions Precedent to Closing by CUIS. The obligation of CUIS to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth below on or before a date mutually agreed upon by the parties hereto in writing and in accordance with the notice provisions set forth in Section 10.5. The Closing of the Transaction contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of CUIS and may be waived by CUIS in its sole discretion:

5.2                        Conditions Precedent to Closing by the Selling Shareholders. The obligation of the Selling Shareholders to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth below by a date mutually agreed upon by the parties hereto in writing and in accordance with the notice provisions set forth in Section 10.5. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of the Selling Shareholders and may be waived by the Selling Shareholders in their discretion:

(i)          prevent the consummation of any of the transactions contemplated by this Agreement; or

(ii)         cause the Transaction to be rescinded following consummation.

6.                         ADDITIONAL COVENANTS OF THE PARTIES

6.1                       Confidentiality. All information regarding the business of the Group Companies including, without limitation, financial information that the Selling Shareholders provide to CUIS during CUIS's due diligence investigation of the Group Companies will be kept in strict confidence by CUIS and will not be used (except in connection with due diligence), dealt with, exploited or commercialized by CUIS or disclosed to any third party (other than CUIS's professional accounting and legal advisors) without the prior written consent of the Selling Shareholders. If the Transaction contemplated by this Agreement does not proceed for any reason, then upon receipt of a written request from the Selling Shareholders, CUIS will immediately return to the Selling Shareholders (or as directed by the Selling Shareholders) any information received regarding the Group Companies' business. Likewise, all information regarding the business of CUIS including, without limitation, financial information that CUIS provides to the Selling Shareholders during its due diligence investigation of CUIS will be kept in strict confidence by the Selling Shareholders and will not be used (except in connection with due diligence), dealt with, exploited or commercialized by the Selling Shareholders or disclosed to any third party (other than the Selling Shareholders’ professional accounting and legal advisors) without CUIS's prior written consent. If the Transaction contemplated by this Agreement does not proceed for any reason, then upon receipt of a written request from CUIS, the Selling Shareholders will immediately return to CUIS (or as directed by CUIS) any information received regarding CUIS's business.

6.2                         Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to the terms set forth herein, the Group Companies and CUIS will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of any Group Company or CUIS, as applicable, or any merger, acquisition, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.

6.3                          Form 8-K. Within four business days after the Closing Date, CUIS shall file a report on Form 8-K with the SEC which shall include AHFL Financial Statements and the other information required to be included therein pursuant to the Exchange Act. The Selling Shareholders shall, and shall cause each Group Company to, cooperate with CUIS in connection with such filing and provide CUIS with all information regarding the Group Companies that is required to be included therein.

7.                           CLOSING

7.1                         Closing. The Closing shall take place on the Closing Date at the office of CUIS or at such other location as agreed to by the parties. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for the Selling Shareholders. and CUIS, provided such undertakings are satisfactory to each party's respective legal counsel.

7.2                         Closing Deliveries of the Selling Shareholders. At Closing, the Selling Shareholders will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to CUIS:

(i)          each covenant and obligation of the Selling Shareholders has been complied with; and

(ii)         each representation, warranty and covenant of the Selling Shareholders is true and correct at the Closing as if made on and as of the Closing; and

7.3                         Closing Deliveries of CUIS. At Closing, CUIS will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to the Selling Shareholders:

(b)          all certificates and other documents required by Section 5.2 of this Agreement;

(c)          a certificate of an executive officer of CUIS, dated as of Closing, certifying that:

(i)          each covenant and obligation of CUIS has been complied with; and

(ii)         each representation, warranty and covenant of CUIS is true and correct at the Closing as if made on and as of the Closing; and

(d)          any other necessary documents, each duly executed by CUIS, as required to give effect to the Transaction..

7.4                        Post-Closing Deliveries. Within 30 Business Days after the Closing Date, (i) the Selling Shareholders will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to CUIS: (a) share certificate representing shares of AHFL newly issued to CUIS pursuant to this Agreement and (b) registrar of members of AHFL updated to reflect CUIS being the sole shareholder of AHFL; and (ii) CUIS will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to the Selling Shareholders: the share certificates representing the CUIS Shares and the Additional CUIS Shares.

8.                          TERMINATION

8.1                        Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by:

(a)          mutual agreement of CUIS and the Selling Shareholders;

(b)          CUIS, if there has been a material breach by any of the Selling Shareholders of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of the Selling Shareholders that is not cured, to the reasonable satisfaction of CUIS, within ten business days after notice of such breach is given by CUIS (except that no cure period will be provided for a breach by the Selling Shareholders that by its nature cannot be cured);

(c)          the Selling Shareholders, if there has been a material breach by CUIS of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of CUIS that is not cured, to the reasonable satisfaction of the Selling Shareholders, within ten business days after notice of such breach is given by the Selling Shareholders (except that no cure period will be provided for a breach by CUIS that by its nature cannot be cured);

(d)          CUIS or the Selling Shareholders, if any permanent injunction or other order of a governmental entity of competent authority preventing the consummation of the Transaction contemplated by this Agreement has become final and non-appealable.

8.2                        Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations or its duty of confidentiality set forth in Section 6.1.

9.                          INDEMNIFICATION, REMEDIES, SURVIVAL

9.1                        Certain Definitions. For the purposes of this Article 9, the terms "Loss" and "Losses" mean any and all demands, claims, actions or causes of action, assessments, losses, damages, Liabilities, costs, and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive damages suffered by CUIS on one side or the Selling Shareholders on the other, including damages for lost profits or lost business opportunities.

9.2                        Agreement of the Selling Shareholders to Indemnify. The Selling Shareholders, severally but not jointly, will indemnify, defend, and hold harmless, to the full extent of the law, CUIS and its shareholders from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by CUIS and its shareholders by reason of, resulting from, based upon or arising out of:

(a)          the breach by the Selling Shareholders of any representation or warranty of the Selling Shareholders contained in or made pursuant to this Agreement, or any certificate or other instrument delivered pursuant to this Agreement; and

(b)          the breach by the Selling Shareholders of any covenant or agreement of the Selling Shareholders made in or pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement.

9.3                        Agreement of CUIS to Indemnify. CUIS will indemnify, defend, and hold harmless, to the full extent of the law, the Selling Shareholders from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Selling Shareholders by reason of, resulting from, based upon or arising out of:

(a)          the breach by CUIS of any representation or warranty of CUIS contained in or made pursuant to this Agreement, any CUIS Document or any certificate or other instrument delivered pursuant to this Agreement; and

(b)          the breach by CUIS of any covenant or agreement of CUIS made in or pursuant to this Agreement, any CUIS Document or any certificate or other instrument delivered pursuant to this Agreement.

9.4                        Indemnification Limitation. Notwithstanding anything to the contrary of this Agreement, the indemnification obligation of, either CUIS to the Selling Shareholders or the Selling Shareholders to the CUIS, shall not exceed the respective consideration received by such party pursuant to this Agreement.

10.                         MISCELLANEOUS PROVISIONS

10.1                       Effectiveness of Representations; Survival. Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representations, warranties and agreements will be effective regardless of any investigation that any party has undertaken or failed to undertake. Unless otherwise stated in this Agreement, the representations, warranties and agreements set forth in this Agreement shall not survive the first anniversary of the Closing Date.

10.2                       Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties.

10.3                       Expenses. Each of the parties shall bear all costs incurred in connection with the preparation, execution and performance of this Agreement and the Transaction contemplated hereby, including all fees and expenses of their counsels, agents, representatives and accountants.

10.4                       Entire Agreement. This Agreement, the schedules attached hereto and the other documents in connection with this transaction contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement.

10.5                       Notices. All notices and other communications required or permitted under to this Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with electronic confirmation of delivery, internationally-recognized express courier or registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as will be specified by like notice):

If to any of the Selling Shareholders:

5F., No.311, Sec. 3, Nanjing E. Rd., Songshan Dist., Taipei City 105, Taiwan 

Attention: CHAO HUI HSIEN
Telephone: 02-2545-5970
Facsimile: 02-2719-1974

If to CUIS:

3F., No.201, Sec. 3, Nanjing E. Rd., Songshan Dist., Taipei City 105, Taiwan

Attention: HUANG ZHENG XIONG
Telephone: 02-8715-6885
Facsimile: 02-8712-5338

All such notices and other communications will be deemed to have been received:

(a)          in the case of personal delivery, on the date of such delivery;

(b)          in the case of a fax, when the party sending such fax has received electronic confirmation of its delivery;

(c)          in the case of delivery by internationally-recognized express courier, on the business day following dispatch; and

(d)          in the case of mailing, on the fifth business day following mailing.

10.6                       Headings. The headings contained in this Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Agreement.

10.7                       Benefits. This Agreement is and will only be construed as for the benefit of or enforceable by those persons party to this Agreement.

10.8                       Assignment. This Agreement may not be assigned (except by operation of law) by any party without the consent of the other parties.

10.9                       Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein, without giving effect to its conflict of laws provisions.

10.10                     Gender. All references to any party will be read with such changes in number and gender as the context or reference requires.

10.11                     Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective. When one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

10.12                     Fax/Email Execution. This Agreement may be executed by delivery of executed signature pages by fax or via email and such fax/email execution will be effective for all purposes.

10.13                     Schedules and Exhibits. The schedules and exhibits are attached to this Agreement and incorporated herein.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

Selling Shareholders

Schedule I

PART I

SELLING SHAREHOLDERS

China United Insurance Service, Inc.

China United Insurance Service, Inc.

China United Insurance Service, Inc.

China United Insurance Service, Inc.

China United Insurance Service, Inc.

PART II

DINGLV BROKER EMPLOYEES

China United Insurance Service, Inc.

PART III

CASH CONSIDERATION

China United Insurance Service, Inc.

China United Insurance Service, Inc.

China United Insurance Service, Inc.

China United Insurance Service, Inc.

PART IV

GROUP STRUCTURE

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
		3/31/13		10-Q
Filed on / For Period End:		8/24/12		8-K/A
		6/30/12		10-K,  10-K/A
		7/1/10
				List all Filings

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Filing Submission 0001144204-12-047985   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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