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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/13/11 China United Ins Service, Inc. S-1 38:6.2M Vintage/FA |
Document/Exhibit Description Pages Size 1: S-1 Registration Statement (General Form) HTML 2.11M 2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 22K 3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 99K 4: EX-5.1 Opinion re: Legality HTML 17K 5: EX-10.1 Material Contract HTML 71K 14: EX-10.1 Material Contract HTML 17K 15: EX-10.11 Material Contract HTML 87K 16: EX-10.12 Material Contract HTML 88K 17: EX-10.13 Material Contract HTML 87K 18: EX-10.14 Material Contract HTML 86K 19: EX-10.15 Material Contract HTML 27K 20: EX-10.16 Material Contract HTML 27K 21: EX-10.17 Material Contract HTML 27K 22: EX-10.18 Material Contract HTML 40K 23: EX-10.19 Material Contract HTML 27K 6: EX-10.2 Material Contract HTML 65K 24: EX-10.20 Material Contract HTML 28K 25: EX-10.21 Material Contract HTML 27K 26: EX-10.22 Material Contract HTML 35K 27: EX-10.23 Material Contract HTML 39K 28: EX-10.24 Material Contract HTML 36K 29: EX-10.25 Material Contract HTML 51K 30: EX-10.26 Material Contract HTML 23K 31: EX-10.27 Material Contract HTML 61K 32: EX-10.28 Material Contract HTML 51K 33: EX-10.29 Material Contract HTML 34K 7: EX-10.3 Material Contract HTML 75K 34: EX-10.30 Material Contract HTML 34K 8: EX-10.4 Material Contract HTML 76K 9: EX-10.5 Material Contract HTML 74K 10: EX-10.6 Material Contract HTML 79K 11: EX-10.7 Material Contract HTML 17K 12: EX-10.8 Material Contract HTML 17K 13: EX-10.9 Material Contract HTML 17K 35: EX-21 Subsidiaries of the Registrant HTML 12K 36: EX-23.1.1 Consent of Experts or Counsel HTML 12K 37: EX-23.1.2 Consent of Experts or Counsel HTML 12K 38: EX-23.1.3 Consent of Experts or Counsel HTML 12K
Party A:
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Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd., a wholly foreign owned enterprise duly registered under the laws of PRC with its address at Building 5G, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan;
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Party C:
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Henan Law Anhou Insurance Agency Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address at Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan.
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3.
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Simultaneously with the execution of this Agreement, Party A also signs certain exclusive option agreements, on terms substantially the same with this Agreement, with Party C’s other shareholders Chen Yanxia, Fang Qunlei and Wei Qun, granting Party A exclusive purchase options regarding their equity interests in Party C pursuant to such exclusive option agreements.
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1.4.1
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Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B's transfer of the Optioned Interests to Party A and/or the Designee(s).
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1.4.2
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Party B shall obtain written statements from the other shareholders of Party B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.
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1.4.3
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Party B shall execute a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests.
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1.4.4
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The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party B's Share Pledge Agreement. "Party B's Share
Pledge Agreement" as used in this Section and this Agreement shall refer to the Share Pledge Agreement ("Share Pledge Agreement") executed by and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Cooperration Agreement executed by and between Party A and Party C.
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2.1.1
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Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C or its subsidiaries, increase or decrease its registered capital, or change its structure of registered capital in other manners;
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2.1.2
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They shall maintain Party C's and its subsidiaries’ corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;
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2.1.3
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Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or its subsidiaries or legal or beneficial interest in the business or revenues of Party C or its subsidiaries, or allow the encumbrance thereon of any security interest;
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2.1.4
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Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained;
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2.1.5
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They shall always operate all of Party C's or its subsidiaries’ businesses during the ordinary course of business to maintain the asset value of Party C or its subsidiaries and refrain from any action/omission that may affect Party C's or its subsidiaries’ operating status and asset value;
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2.1.6
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Without the prior written consent of Party A, they shall not cause Party C or its subsidiaries to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000 shall be deemed a major contract);
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2.1.7
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Without the prior written consent of Party A, they shall not cause Party C or its subsidiaries to provide any person with any loan or credit;
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2.1.8
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They shall provide Party A with information on Party C's or its subsidiaries’ business operations and financial condition at Party A's request;
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2.1.9
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Without the prior written consent of Party A, they shall not cause or permit Party C or its subsidiaries to merge, consolidate with, acquire or invest in any person;
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2.1.10
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They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's or its subsidiaries’ assets, business or revenue;
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2.1.11
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To maintain the ownership by Party C or its subsidiaries of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;
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2.1.12
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Without the prior written consent of Party A, they shall ensure that Party C or its subsidiaries shall not in any manner distribute dividends to its shareholders, provided that upon Party A's written request, Party C shall immediately distribute all distributable profits to its shareholders; and
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2.1.13
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At the request of Party A, they shall appoint any person designated by Party A as director of Party C or its subsidiaries.
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2.2.1
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Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C or its subsidiaries held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party B's Share Pledge Agreement;
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2.2.2
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Party B shall cause the shareholders' meeting and/or the director of Party C or its subsidiaries not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C or its subsidiaries held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B's Share Pledge Agreement;
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2.2.3
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Party B shall cause the shareholders' meeting or the director of Party C or its subsidiaries not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A;
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2.2.4
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Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;
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2.2.5
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Party B shall cause the shareholders' meeting or the director of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A;
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2.2.6
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To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;
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2.2.7
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Party B shall appoint any designee of Party A as the director of Party C or its subsidiaries, at the request of Party A;
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2.2.8
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At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in Party C to Party A's Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement;
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2.2.9
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Party B irrevocably agrees to the granting by Party C’s other shareholders Zhu Shuqin, Fang Qunlei and Wei Qun of an exclusive purchase option to Party A, and irrevocably waives its preemptive right to such equity to be transferred by Zhu Shuqin, Fang Qunlei and Wei Qun to Party A when Party A exercises its purchase option pursuant to such exclusive option agreements; and
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2.2.10
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Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C (or its subsidiaries) and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under Party B’s Share Pledge Agreement among the same parties hereto or under the Power of Attorney granted in favor of Party A, Party B shall not exercise such rights except in accordance with the written instructions
of Party A.
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3.1
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They have the authority to execute and deliver this Agreement and any share transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a "Transfer Contracts"), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts
to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;
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3.2
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The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of PRC; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts
or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;
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3.3
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Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Share Pledge Agreement, Party B has not placed any security interest on such equity interests;
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3.4
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Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets;
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3.5
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Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A.
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3.7
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There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.
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7.1
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All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:
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7.1.1
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Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.
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7.1.2
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Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).
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Party A:
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Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.
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Address:
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Building 5G, Hesheng Plaza, No. 26 Yousheng South Road,
Jinshui District, Zhengzhou, Henan
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Attn:
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MAO, YI-HSIAO
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Facsimile:
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[ ]
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Party B:
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Zhu Shuqin
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Address:
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Rm. 603, Building 11, North Hugui Garden, Chongchuan Dist.,
Nantong, Jiangsu Province.
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Facsimile:
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[ ]
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Party C:
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Henan Law Anhou Insurance Agency Co., Ltd.
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Address:
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Building 4F, Hesheng Plaza, No. 26 Yousheng South Road,
Jinshui District, Zhengzhou, Henan
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Attn:
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LI, FU-CHANG
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Facsimile:
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+86371-63976529
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7.3
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Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.
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10.8.1
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Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date of expiration hereof.
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10.10.1
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Each Party agrees and acknowledges that any material breach or material non-performance of any section by either Party (the “Breaching Party”) under this Agreement shall constitute a breach of contract under this Agreement (the “Breach”), and the non-breaching Party shall be entitled to request the Breaching Party to cure such Breach or adopt remedial steps within reasonable period. In the event the Breaching Party fails to cure or to adopt remedial steps within the reasonable period or within ten (10) days after written notice of Breach to the Breaching Party by the non-breaching Party, then such non-breaching Party shall be entitled to exercise any of the following remedial methods: (i) to terminate this Agreement and request all liquidated damages; or (ii) to enforce the Breaching Party to perform
his obligations under this Agreement and request all liquidated damages as well; or (iii) to convert, auction or sell the pledged equity interests in accordance with the share pledge agreement, and to be compensated on a preferential basis with the conversion, auction or sales price of the pledged equity interests, in addition to request the Breaching Party to bear liquidated damages in connection with the Breach.
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10.10.2
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Any right and remedy under this Agreement is cumulative and shall not restrict other rights and remedies under the law.
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10.10.3
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Notwithstanding other provisions under this Agreement, this Section 10.10 shall survive the suspension or termination of this Agreement.
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Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.
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By:
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MAO, YI-HSIAO
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Name: MAO, YI-HSIAO
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Title: Legal Representative
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Party B: Zhu Shuquin ()
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By:
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Party C: Henan Law Anhou Insurance Agency Co., Ltd.
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By:
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LI FU-CHANG
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Name: LI FU-CHANG
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Title: Legal Representative
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/08/11 SEC UPLOAD¶ 9/24/17 1:57K China United Ins Service, Inc. 11/28/11 SEC UPLOAD¶ 9/24/17 1:59K China United Ins Service, Inc. 11/10/11 SEC UPLOAD¶ 9/24/17 1:72K China United Ins Service, Inc. 9/01/11 SEC UPLOAD¶ 9/24/17 1:109K China United Ins Service, Inc. 5/19/11 SEC UPLOAD¶ 9/24/17 1:48K China United Ins Service, Inc. |