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China United Insurance Service, Inc. – ‘10-K’ for 12/31/15 – ‘EX-10.51’

On:  Wednesday, 3/30/16, at 10:22am ET   ·   For:  12/31/15   ·   Accession #:  1144204-16-91204   ·   File #:  0-54884

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

 3/30/16  China United Ins Service, Inc.    10-K       12/31/15  107:9.6M                                   Toppan Merrill/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.21M 
 2: EX-10.51    Material Contract                                   HTML     44K 
 3: EX-10.57    Material Contract                                   HTML     47K 
 4: EX-10.67    Material Contract                                   HTML     42K 
 5: EX-21       Subsidiaries List                                   HTML     25K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     31K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     27K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     27K 
16: R1          Document And Entity Information                     HTML     56K 
17: R2          Consolidated Balance Sheets                         HTML    112K 
18: R3          Consolidated Balance Sheets [Parenthetical]         HTML     45K 
19: R4          Consolidated Statements of Operations and Other     HTML    114K 
                Comprehensive Income / (Loss)                                    
20: R5          Consolidated Statements of Changes in               HTML     93K 
                Stockholders' Equity                                             
21: R6          Consolidated Statements of Cash Flows               HTML    122K 
22: R7          Organization and Principal Activities               HTML     71K 
23: R8          Summary of Significant Accounting Policies          HTML    204K 
24: R9          Cash and Equivalents                                HTML     31K 
25: R10         Marketable Securities                               HTML     58K 
26: R11         Other Current Assets                                HTML     42K 
27: R12         Property, Plant and Equipment, Net                  HTML     45K 
28: R13         Intangible Assets                                   HTML     49K 
29: R14         Long-Term Investment                                HTML     71K 
30: R15         Other Assets                                        HTML     42K 
31: R16         Acquisition and Goodwill                            HTML     43K 
32: R17         Taxes Payable                                       HTML     38K 
33: R18         Other Current Liabilities                           HTML     55K 
34: R19         Short Term Loans                                    HTML     40K 
35: R20         Long-Term Liabilities                               HTML     42K 
36: R21         Preferred Stock                                     HTML     39K 
37: R22         Statutory Reserves                                  HTML     31K 
38: R23         Non-Controlling Interests                           HTML    125K 
39: R24         Income Tax                                          HTML     79K 
40: R25         Related Party Transactions                          HTML     52K 
41: R26         Commitments                                         HTML     42K 
42: R27         Discontinued Operation                              HTML     67K 
43: R28         Financial Risk Management and Fair Value            HTML     37K 
44: R29         Geographical Revenue                                HTML     52K 
45: R30         Loan to Shareholders                                HTML     37K 
46: R31         Subsequent Events                                   HTML     53K 
47: R32         Summary of Significant Accounting Policies          HTML    275K 
                (Policies)                                                       
48: R33         Summary of Significant Accounting Policies          HTML    121K 
                (Tables)                                                         
49: R34         Marketable Securities (Tables)                      HTML     59K 
50: R35         Other Current Assets (Tables)                       HTML     41K 
51: R36         Property, Plant and Equipment, Net (Tables)         HTML     44K 
52: R37         Intangible Assets (Tables)                          HTML     48K 
53: R38         Long-Term Investment (Tables)                       HTML     76K 
54: R39         Other Assets (Tables)                               HTML     41K 
55: R40         Acquisition and Goodwill (Tables)                   HTML     36K 
56: R41         Taxes Payable (Tables)                              HTML     36K 
57: R42         Other Current Liabilities (Tables)                  HTML     53K 
58: R43         Short Term Loans (Tables)                           HTML     37K 
59: R44         Long-Term Liabilities (Tables)                      HTML     35K 
60: R45         Non-Controlling Interests (Tables)                  HTML    124K 
61: R46         Income Tax (Tables)                                 HTML     76K 
62: R47         Related Party Transactions (Tables)                 HTML     44K 
63: R48         Commitments (Tables)                                HTML     38K 
64: R49         Discontinued Operation (Tables)                     HTML     65K 
65: R50         Geographical Revenue (Tables)                       HTML     47K 
66: R51         Subsequent Events (Tables)                          HTML     42K 
67: R52         Organization and Principal Activities (Details      HTML    236K 
                Textual)                                                         
68: R53         Summary of Significant Accounting Policies          HTML     48K 
                (Details)                                                        
69: R54         Summary of Significant Accounting Policies          HTML     48K 
                (Details 1)                                                      
70: R55         Summary of Significant Accounting Policies          HTML     71K 
                (Details Textual)                                                
71: R56         Marketable Securities (Details)                     HTML     40K 
72: R57         Other Current Assets (Details)                      HTML     47K 
73: R58         Property, Plant and Equipment, Net (Details)        HTML     46K 
74: R59         Intangible Assets (Details)                         HTML     33K 
75: R60         Intangible Assets (Details 1)                       HTML     41K 
76: R61         Long-Term Investment (Details)                      HTML     33K 
77: R62         Long-Term Investment (Details 1)                    HTML     35K 
78: R63         Long-Term Investment (Details 2)                    HTML     37K 
79: R64         Long-Term Investment (Details Textual)              HTML     28K 
80: R65         Other Assets (Details)                              HTML     37K 
81: R66         Acquisition and Goodwill (Details)                  HTML     38K 
82: R67         Acquisition and Goodwill (Details Textual)          HTML     77K 
83: R68         Taxes Payable (Details)                             HTML     32K 
84: R69         Other Current Liabilities (Details)                 HTML     68K 
85: R70         Short Term Loans (Details)                          HTML     36K 
86: R71         Short Term Loans (Details) [Parenthetical]          HTML     35K 
87: R72         Short Term Loans (Details Textual)                  HTML     43K 
88: R73         Long-Term Liabilities (Details)                     HTML     33K 
89: R74         Long-Term Liabilities (Details Textual)             HTML     43K 
90: R75         Preferred Stock (Details Textual)                   HTML     47K 
91: R76         Statutory Reserves (Details Textual)                HTML     33K 
92: R77         Non-Controlling Interests (Details)                 HTML     72K 
93: R78         Income Tax (Details)                                HTML     59K 
94: R79         Income Tax (Details Textual)                        HTML     45K 
95: R80         Related Party Transactions (Details)                HTML     42K 
96: R81         Related Party Transactions (Details Textual)        HTML     48K 
97: R82         Commitments (Details)                               HTML     42K 
98: R83         Commitments (Details Textual)                       HTML     29K 
99: R84         Discontinued Operation (Details)                    HTML     48K 
100: R85         Discontinued Operation (Details Textual)            HTML     33K  
101: R86         Geographical Revenue (Details)                      HTML     34K  
102: R87         Loan to Shareholders (Details Textual)              HTML     63K  
103: R88         Subsequent Events (Details)                         HTML     63K  
104: R89         Subsequent Events (Details Textual)                 HTML     36K  
106: XML         IDEA XML File -- Filing Summary                      XML    190K  
105: EXCEL       IDEA Workbook of Financial Reports                  XLSX    112K  
10: EX-101.INS  XBRL Instance -- cuii-20151231                       XML   2.77M 
12: EX-101.CAL  XBRL Calculations -- cuii-20151231_cal               XML    187K 
13: EX-101.DEF  XBRL Definitions -- cuii-20151231_def                XML    869K 
14: EX-101.LAB  XBRL Labels -- cuii-20151231_lab                     XML   1.10M 
15: EX-101.PRE  XBRL Presentations -- cuii-20151231_pre              XML   1.03M 
11: EX-101.SCH  XBRL Schema -- cuii-20151231                         XSD    237K 
107: ZIP         XBRL Zipped Folder -- 0001144204-16-091204-xbrl      Zip    209K  


‘EX-10.51’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

Exhibit 10.51

 

Date: March 15th, 2016

 

TO:AIA International Limited Taiwan Branch (“AIATW”)

17F., No.333, Sec. 2, Dunhua S Rd., Da-an District

Taipei City 106, Taiwan

 

FROM:AHFL Holdings Financial Limited. (”AHFL”)

7F, No. 311 Section 3 Nan-King East Road

Taipei City, Taiwan

 

RE: Consent Letter

 

Dear Mr. Hou

 

1.This letter is to serve as an official notice of AHFL to AIATW for committing certain sales target and agreement to refund portion of the Execution Fees set forth in the a Strategic Alliance Agreement (the “Alliance Agreement”) entered on June 10, 2013 between both parties.

 

2.The purpose of the Strategic Alliance Agreement is to promote life insurance products provided by AIATW within the territory of Taiwan through insurance agency companies or insurance brokerage companies. To the extent permitted by applicable laws and regulations, AHFL shall assist and encourage any insurance agency company or insurance brokerage company duly approved by the competent government authorities of Taiwan (the “Appointed Broker/Agent”), to cooperate with AIATW for the promotion of life insurance products of AIATW.

 

3.The annual first year premium (hereinafter "AFYP") set forth in above insurance contract negotiated by Appointed Broker/Agent and agreed by AIATW shall meet the sales target defined in Article 4 in this Letter and 13-month persistency ratio (P) indicators which shall be recognized by the proportion of the calculated results for the amount of the contract.

 

4.The AFYP in the insurance contract negotiated by Appointed Broker/Agent and agreed by AIATW according to above Article shall meet the sales target as below which shall be recognized by the proportion of the calculated results for the amount of the contract.

 

 C: 

 C: 

 

 

Contract Year   Sales Target
First Year
(April 15th, 2013- Sep. 30th, 2014)
  NT 600,000,000
Second Year
(January 1st, 2016- Dec. 31st,2016)
  NT 300,000,000
Third Year
(January 1st, 2017- Dec. 31st,2017)
  NT 400,000,000
Forth Year
(January 1st, 2018- Dec. 31st,2018)
  NT 500,000,000
Fifth Year
(January 1st, 2019- Dec. 31st,2019)
  NT 600,000,000
Sixth Year
(January 1st, 2020- Dec. 31st,2020)
  NT 700,000,000
Seventh Year
(January 1st, 2021- Dec. 31st,2021)
  NT 900,000,000
Total   NT 4,000,000,000

 

5.The AFYP in the insurance contract agreed in above Article shall be deducted from premiums returned to the policyholder due to the insurance contract is revoked, invalid or terminated; in the event of any fees returned because of termination, suspension and reduce the sum insured, then the target shall be calculated according to the portion of premium received by AIATW actually.

 

6.The portion of recognition in Article 4 will be negotiated and agreed separately by both parties in writing.

 

7.The 13-Month Persistency Ratio (P) Indicators set out in insurance contract negotiated by Appointed Broker/Agent and agreed by AIATW pursuant to Article 4 of this Letter shall be met more than 80%.

 

8.AIATW shall calculate and recognize the AFYP and 13-Month Persistency Ratio (P) Indicators at the end of each contract year and inform AHFL the result within one month. AHFL agrees to return portion of the Execution Fees to AIATW within one month of receipt of the notice sent by AIATW if AHFL fails to meet the targets set forth in Article 4. AIATW retains the right to offset such amount against the amount payable by it to AHFL. If any delay of such refund, AIATW may claim interest for such delay according to related articles in civil law and may terminate the Alliance Agreement and amendments.

 

9.The formula for calculating the returned Execution Fees to AIATW agreed as follows:
(i)First Year
A.Annual Target Achievement Rate" is 49% -0%. AHFL shall return NT 50 million to AIATW.
B."Annual Target Achievement Rate" is 99% -50%. AHFL shall return certain amount to AIATW by the following formula: NT 50 million x (1 - Target Achievement Rate) (round to the nearest whole number; same as below)

 

 C: 

 

 

C.The formula for calculating "Annual Target Achievement Rate" is:

AFYP of first year/Sale Target of first year

(ii)From the end of the second contract year, AIATW will calculate and recognize the accumulated AFYP of the insurance contract negotiated by each Appointed Broker/Agent and agreed by AIATW every year from the first contract year to the end of the current year (hereinafter referred to as "Cumulative Year") and calculate "Accumulated Annual Target Achievement Rate" as accumulated AFYP/accumulated Sales Target:
(iii)Second Year
A."Accumulated Annual Target Achievement Rate" is 49% -0%. AHFL shall return certain amount to AIATW by the following formula: NT 50 million + NT 35 million – the Execution Fees shall be returned to AIATW pursuant to Article 9 (i).
B."Accumulated Annual Target Achievement Rate" is 99% -50%. AHFL shall return certain amount to AIATW by the following formula: (NT 50 million + NT 35 million) x (1 - cumulative performance target achievement rate) - the Execution Fees shall be returned to AIATW pursuant to Article 9 (i). In the case of the value calculated as described above is less than zero, AIATW shall compensate AHFL the difference.
C."Accumulated Annual Target Achievement Rate" is over 100%. AIATW shall pay back the returned Execution Fees which may be returned to AIATW pursuant to Article 9 (i).
(iv)Third Year to Seventh year
A."Accumulated Annual Target Achievement Rate" is 49% -0%. AHFL shall return certain amount to AIATW by the following formula: NT 50 million + NT 35 million + (NT 33 million x cumulative numbers of years -2) – the Execution Fees shall be returned to AIATW pursuant to Article 9 (i) and (iii).
B."Accumulated Annual Target Achievement Rate" is 99% -50%. AHFL shall return certain amount to AIATW by the following formula: {NT 50 million + NT 35 million + [NT 33 million x cumulative numbers of years -2]} x (1 - cumulative performance target achievement rate) - the Execution Fees shall be returned to AIATW pursuant to Article 9 (i) and (iii). In the case of the value calculated as described above is less than zero, AIATW shall compensate AHFL the difference.

 

 C: 

 

 

C."Accumulated Annual Target Achievement Rate" is over 100%. AIATW shall pay back the returned Execution Fees which may be returned to AIATW pursuant to Article 9 (i) and (iii).

 

10.In the event at AHFL fails to meet the 13-Month Persistency Ratio (P) Indicators set forth in Article 7, the returned Execution Fees shall be calculated as NT 35.7 million x ratio (%) of returned Execution Fees. The aforementioned ratio (%) of returned Execution Fees is agreed as the following table:

 

13-Month Persistency Ratio (P)
Indicators
  Ratio of returned Execution Fees
(%)
P >= 80%   0%
70% <= P < 80%   10%
60% <= P < 70%   20%
P < 60%   30%

 

11.If the Sales Target and 13-Month Persistency Ratio (P) Indicators have not been reached by AHFL simultaneously, the returned Execution Fee based on Article 9 and 10 shall be limited to whichever is higher.

 

12.Upon the termination of the Strategic Alliance Agreement due to the Article 8.2 set forth in the Strategic Alliance Agreement, both parties agree to recalculate the Execution Fees according to following formula:

 

Executed Fee x [1-(Accumulated First Year Premium (“AFYP”)/Total Sales Target]-the amount of Execution Fees returned by AHFL according to Article 9.

p.s. The sale target of the year of termination shall be calculated by the portion of passed period in the current year.

 

Upon the amount is grated than zero settled by above formula, AHFL shall return such amount to AIATW within one month of termination of the Strategic Alliance Agreement; in the contrast, AIATW shall make the payment of such amount to AHFL within one month of termination of the Strategic Alliance Agreement. If any delay of such refund or compensation, either party may claim interest for such delay according to related articles in civil law.

 

13.AHFL shall have the right to ask AHFL to take the obligations according to the section 13 of Strategic Alliance Agreement if AHFL fails to achieve any consent in this Letter.

 

 C: 

 

 

Your cooperation regarding the above will be highly appreciated. If there is any concern over this letter, please feel free to contact us as soon as you can.

 

Best regards,

 

 
Name: Yi Hsiao, Mao
Title: Chairman
China United Insurance Service, Inc.

 

 C: 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/30/16
For Period end:12/31/15NT 10-K
6/10/138-K
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