Item 1.01 Entry into a Material Definitive Agreement.
As previously reported on a Current Report on Form 8-K that was filed with
the Securities and Exchange Commission on November 21, 2019, AIlife
International Investment Co., Ltd. ("AIlife," formerly known as "Ilife
International Investment Co., Ltd."), a wholly-owned subsidiary of China United
Insurance Service, Inc. (the "Company"), Cyun-Jhan Enterprise Co., Ltd.
("Cyun-Jhan"), and Jian-Zao International Industrial Co., Ltd. ("Jian-Zao" and,
collectively with AIlife and Cyun-Jhan, the "Parties"), entered into a Joint
Venture Agreement (the "JV Agreement") on November 15, 2019, pursuant to which
the Parties jointly established, invested funds, human resources and technology
into Uniwill Insurance Broker Co., Ltd. ( the "JV"), a currently wholly-owned
subsidiary of AIlife, which, subject to obtaining the necessary regulatory
approvals, would operate the life insurance and property insurance brokerage
business.
On March 3, 2021, the Parties entered into an amendment to the JV Agreement (the
"Amendment"), pursuant to which AIlife shall fulfill the paid-up capital
obligation in the aggregate amount of NT$400 million (the "Total Cash
Contribution") during a period of eight (8) years (the "Period") from November
15, 2019, the date of the JV Agreement, provided that the number of the
registered sales agents of the JV exceeds 1,000 and the cumulative revenue of
the JV reaches NT$8.7 billion (the "Revenue Threshold") within the Period.
Subject to the terms of the Amendment and JV Agreement, in the event that the JV
fails to reach the Revenue Threshold within the Period, AIlife shall only be
obligated to make cash contributions through the Period to the JV in the
aggregate amount (the "Total Adjusted Cash Contribution") calculated as follows:
The Total Adjusted Cash Contribution= (the actual cumulated revenue of the JV
during the Period/ NT$8.7 billion)* NT$400 million.
The foregoing description of the Amendment is qualified by reference to the full
text of the translation copy of the Amendment to the JV Agreement, which is
filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 A translation copy of the Amendment to the JV Agreement dated March 3,
2021 by and among AIlife International Investment Co., Ltd. (formerly
known as "Ilife International Investment Co., Ltd."), Cyun-Jhan
Enterprise Co., Ltd. and Jian-Zao International Industrial Co., Ltd.
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