UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2021~~2022

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

COMMISSION FILE NUMBER: 000-54884

CHINA UNITED INSURANCE SERVICE, INC.

(Exact name of registrant as specified in its charter)

Delaware	30-0826400
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

7F, No. 311 Section 3

Nan-King East Road

Taipei City, Taiwan, 105405

(Address of principal executive offices)

+8862-87126958

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”�� “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

As of ~~May 10, 2021,~~March 31, 2022, there were ~~29,421,736~~30,286,199 shares of common stock issued and outstanding, and 1,000,000 preferred shares issued and outstanding.

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TABLE OF CONTENTS

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievement expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described under Part 1 Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

Forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report, or that we filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

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OTHER PERTINENT INFORMATION

References in this quarterly report to “we,” “us,” “our” and the “Company” refer to China United Insurance Service, Inc., its subsidiaries and variable interest entities.

References to China or the PRC refer to the People’s Republic of China (excluding Hong Kong, Macao and Taiwan). References to Taiwan refer to Republic of China.

Unless context indicates otherwise, reference to the “Company” in this quarterly report refers to China United Insurance Service, Inc. and its subsidiaries. Reference to “AHFL” refers to the combined operations of Action Holdings Financial Limited and its Taiwan Subsidiaries (as defined below). Reference to “Anhou” refers to the combined operations of Law Anhou Insurance Agency Co., Ltd. and its subsidiaries.

Our business is conducted in Taiwan and China using New Taiwanese Dollars (“NT$” or “NTD”), the currency of Taiwan, Hong Kong Dollars (“HK$” or “HKD”), the currency of Hong Kong, and RMB, the currency of China, respectively, and our financial statements are presented in United States dollars (“USD”, “US$” or “$”). In this quarterly report, we refer to assets, obligations, commitments and liabilities in our financial statements in U.S. dollars. These dollar references are based on the exchange rate of NT$, HK$ and RMB to USD, determined as of a specific date. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of U.S. dollars which may result in an increase or decrease in the amount of our obligations (expressed in USD) and the value of our assets, including accounts receivable (expressed in USD).

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~~PART I. FINANCIAL INFORMATION~~

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED)~~

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2021

December 31, 2020
(Amount in USD)

(Unaudited)

ASSETS

Current assets

Cash and cash equivalents

$
17,436,654

$
9,063,338
Time deposits

53,749,018

53,339,508
Accounts receivable

18,744,199

25,346,250
Contract assets

97,480

—
Marketable securities

0

1,272,573
Other current assets

1,332,842

1,491,168
Total current assets

91,360,193

90,512,837

Right-of-use assets under operating leases

6,282,892

6,524,555
Property and equipment, net

2,157,445

2,373,245
Intangible assets, net

330,273

381,747
Long-term investments

2,636,257

2,835,095
Restricted cash – noncurrent

65,499

66,490
Deferred tax assets

866,702

1,021,890
Other assets

4,135,077

4,012,370
TOTAL ASSETS

$
107,834,338

$
107,728,229

LIABILITIES AND STOCKHOLDERS' EQUITY




Current liabilities




Commission payable to sales professionals

$
9,801,187

$
12,088,291
Short-term loans

16,235,471

14,159,108
Contract liabilities

1,103,987

1,119,361
Income tax payable - current

4,266,279

3,146,018
Operating lease liabilities - current

3,018,303

3,043,056
Due to related parties

76,831

94,047
Other current liabilities

10,476,912

13,591,034
Total current liabilities

44,978,970

47,240,915

Income tax payable - noncurrent

719,515

719,515
Operating lease liabilities - noncurrent

3,191,735

3,440,343
Other liabilities

861,037

1,090,222
TOTAL LIABILITIES

49,751,257

52,490,995

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY

Preferred stock, par value $0.00001, 10,000,000 authorized, 1,000,000 issued and outstanding as of March 31, 2021 and December 31, 2020, respectively

10

10
Common stock, par value $0.00001, 100,000,000 authorized, 29,421,736 issued and outstanding as of March 31, 2021 and December 31, 2020, respectively

294

294
Additional paid-in capital

8,190,449

8,190,449
Statutory reserves

9,463,903

9,463,903
Retained earnings

11,507,794

9,097,408
Accumulated other comprehensive income

3,061,569

3,889,429
Total stockholders' equity attributable to China United's shareholders

32,224,019

30,641,493
Noncontrolling interests

25,859,062

24,595,741
TOTAL STOCKHOLDERS' EQUITY

58,083,081

55,237,234
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$
107,834,338

$
107,728,229


	March 31,			December 31,
(Amount in USD)	2022		2021
ASSETS
Current assets
Cash and cash equivalents	$	20,595,428	$	18,234,350
Time deposits		68,935,263		64,299,176
Accounts receivable		18,315,305		26,761,678
Contract assets		457,917		—
Marketable securities		832,990		—
Other current assets		1,173,425		1,207,496
Total current assets		110,310,328		110,502,700

Right-of-use assets under operating leases		6,594,686		6,449,182
Property and equipment, net		1,823,211		2,061,755
Intangible assets, net		359,759		333,118
Long-term investments		2,594,564		2,696,812
Restricted cash – noncurrent		13,650		88,282
Deferred tax assets		698,750		909,032
Other assets		4,733,347		4,740,640
TOTAL ASSETS	$	127,128,295	$	127,781,521

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Commission payable to sales professionals	$	9,840,217	$	14,003,541
Short-term loans		19,589,013		18,835,932
Income tax payable - current		5,087,907		3,893,047
Operating lease liabilities - current		3,312,917		3,059,329
Due to related parties		36,844		50,531
Other current liabilities		13,826,954		13,997,603
Total current liabilities		51,693,852		53,839,983

Income tax payable - noncurrent		539,636		539,636
Operating lease liabilities - noncurrent		3,250,652		3,298,089
Net defined benefit liabilities - noncurrent		376,522		389,198
Other liabilities		524,109		541,754
TOTAL LIABILITIES		56,384,771		58,608,660

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.00001, 10,000,000 authorized, 1,000,000 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		10		10
Common stock, par value $0.00001, 100,000,000 authorized, 30,286,199 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		303		303
Additional paid-in capital		9,296,953		9,296,953
Statutory reserves		11,101,064		11,101,064
Retained earnings		16,635,245		13,690,368
Accumulated other comprehensive income		2,593,189		4,664,848
Total stockholders’ equity attributable to China United’s shareholders		39,626,764		38,753,546
Noncontrolling interests		31,116,760		30,419,315
TOTAL STOCKHOLDERS’ EQUITY		70,743,524		69,172,861
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	127,128,295	$	127,781,521

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME ~~(LOSS)~~

~~(UNAUDITED)~~


					Three Months Ended
	Three Months Ended March 31,				March 31,
(Amount in USD)	2021		2020		2022		2021
Revenue	$	30,530,117	$	28,523,210	$	30,980,523	$	30,530,117
Cost of revenue		18,973,432		19,499,924		19,009,519		18,973,432

Gross profit		11,556,685		9,023,286		11,971,004		11,556,685

Operating expenses:
Selling		579,777		490,030		684,150		579,777
General and administrative		6,090,254		6,984,554		5,973,039		6,090,254
Total operating expense		6,670,031		7,474,584		6,657,189		6,670,031

Income from operations		4,886,654		1,548,702		5,313,815		4,886,654

Other income (expenses):
Interest income		83,998		110,891		104,977		83,998
Interest expenses		(42,470)		(59,282)		(52,335)		(42,470)
Foreign currency exchange gain (loss), net		328,466		(55,937)
Foreign currency exchange gains						737,550		328,466
Other - net		178,940		(96,802)		162,048		178,940
Total other income (expenses), net		548,934		(101,130)
Total other income, net						952,240		548,934

Income before income taxes		5,435,588		1,447,572		6,266,055		5,435,588
Income tax expense		(1,398,806)		(1,111,287)		(1,581,897)		(1,398,806)

Net income		4,036,782		336,285		4,684,158		4,036,782
Less: net income attributable to noncontrolling interests		(1,626,396)		(625,522)		(1,739,281)		(1,626,396)
Net income (loss) attributable to China United’s shareholders		2,410,386		(289,237)
Net income attributable to China United’s shareholders						2,944,877		2,410,386

Other comprehensive items, net of tax:
Foreign currency translation loss		(1,191,299)		(567,633)		(3,113,495)		(1,191,299)
Other		364		(57)		0		364
Total other comprehensive loss		(1,190,935)		(567,690)		(3,113,495)		(1,190,935)

Comprehensive income (loss)		2,845,847		(231,405)
Comprehensive income						1,570,663		2,845,847
Less: comprehensive income attributable to noncontrolling interests		(1,263,321)		(390,854)		(697,445)		(1,263,321)

Comprehensive income (loss) attributable to China United’s shareholders	$	1,582,526	$	(622,259)
Comprehensive income attributable to China United’s shareholders					$	873,218	$	1,582,526

Weighted average shares outstanding:
Basic and diluted		29,421,736		29,421,736		30,286,199		29,421,736

Earnings (Loss) per share attributable to common stockholders of China United:
Earnings per share attributable to common stockholders of China United:
Basic and diluted	$	0.079	$	(0.010)	$	0.094	$	0.079

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN ~~STOCKHOLDERS'~~STOCKHOLDERS’ EQUITY

~~(UNAUDITED)~~


																																	Accumulated
																													Additional				Other
��																						Common			Preferred				Paid-in		Statutory		Comprehensive		Retained				Noncontrolling		Total
(Amount in USD)																						Stock	Amount		Stock		Amount		Capital		Reserves		Income		Earnings		Total		Interests		Equity
Balance December 31, 2021																						30,286,199	$	303		1,000,000	$	10	$	9,296,953	$	11,101,064	$	4,664,848	$	13,690,368	$	38,753,546	$	30,419,315	$	69,172,861

Foreign currency translation loss																						—		—		—		—		—		—		(2,071,659)		—		(2,071,659)		(1,041,836)		(3,113,495)
Other comprehensive income																						—		—		—		—		—		—		—		—		—		—		—
Net income																						—		—		—		—		—		—		—		2,944,877		2,944,877		1,739,281		4,684,158

Balance March 31, 2022																						30,286,199	$	303		1,000,000	$	10	$	9,296,953	$	11,101,064	$	2,593,189	$	16,635,245	$	39,626,764	$	31,116,760	$	70,743,524
												Accumulated
								Additional				Other																					Accumulated
	Common			Preferred				Paid-in		Statutory		Comprehensive		Retained				Noncontrolling		Total									Additional				Other
	Stock	Amount		Stock		Amount		Capital		Reserves		Income		Earnings		Total		Interests		Equity		Common			Preferred				Paid-in		Statutory		Comprehensive		Retained				Noncontrolling		Total
(Amount in USD)																						Stock	Amount		Stock		Amount		Capital		Reserves		Income		Earnings		Total		Interests		Equity
Balance December 31, 2020	29,421,736	$	294		1,000,000	$	10	$	8,190,449	$	9,463,903	$	3,889,429	$	9,097,408	$	30,641,493	$	24,595,741	$	55,237,234	29,421,736	$	294		1,000,000	$	10	$	8,190,449	$	9,463,903	$	3,889,429	$	9,097,408	$	30,641,493	$	24,595,741	$	55,237,234

Foreign currency translation loss	—		—		—		—		—		—		(828,100)		—		(828,100)		(363,199)		(1,191,299)	—		—		—		—		—		—		(828,100)		—		(828,100)		(363,199)		(1,191,299)
Other comprehensive income	—		—		—		—		—		—		240		—		240		124		364	—		—		—		—		—		—		240		—		240		124		364
Net income	—		—		—		—		—		—		—		2,410,386		2,410,386		1,626,396		4,036,782	—		—		—		—		—		—		—		2,410,386		2,410,386		1,626,396		4,036,782

Balance March 31, 2021	29,421,736	$	294		1,000,000	$	10	$	8,190,449	$	9,463,903	$	3,061,569	$	11,507,794	$	32,224,019	$	25,859,062	$	58,083,081	29,421,736	$	294		1,000,000	$	10	$	8,190,449	$	9,463,903	$	3,061,569	$	11,507,794	$	32,224,019	$	25,859,062	$	58,083,081

												Accumulated
								Additional				Other
	Common			Preferred				Paid-in		Statutory		Comprehensive		Retained				Noncontrolling		Total
	Stock	Amount		Stock		Amount		Capital		Reserves		Income		Earnings		Total		Interests		Equity
(Amount in USD)
Balance December 31, 2019	29,421,736	$	294		1,000,000	$	10	$	8,190,449	$	8,228,904	$	417,015	$	9,402,294	$	26,238,966	$	19,512,526	$	45,751,492
Issuance of preferred stock1based compensation	—		—		—		—		—		—		—		—		—		980,466		980,466
Foreign currency translation loss	—		—		—		—		—		—		(332,984)		—		(332,984)		(234,649)		(567,633)
Other comprehensive loss	—		—		—		—		—		—		(38)		—		(38)		(19)		(57)
Net (loss) income	—		—		—		—		—		—		—		(289,237)		(289,237)		625,522		336,285

Balance March 31, 2020	29,421,736	$	294		1,000,000	$	10	$	8,190,449	$	8,228,904	$	83,993	$	9,113,057	$	25,616,707	$	20,883,846	$	46,500,533

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~(UNAUDITED)~~

Three Months Ended March 31,
(Amount in USD)

2021

2020
Cash flows from operating activities:

Net income

$
4,036,782

$
336,285
Adjustments to reconcile net income to net cash provided by operating activities

Noncash stock-based compensation

0

980,466
Depreciation and amortization

301,618

201,522
Amortization of bond premium

58

66
Gain on sales of financial assets

(140,913)

0
Loss on valuation of financial assets

150,992

170,530
Loss on disposals of equipment

77

7,346
Deferred income tax

80,710

(251,548)
Changes in operating assets and liabilities:

Accounts receivable

6,353,128

7,596,492
Contract assets

(98,867)

(221,848)
Other current assets

33,244

(235,848)
Other assets

(58,712)

(156,709)
Commission payable to sales professionals

(2,154,109)

(4,171,583)
Income tax payable

1,171,156

1,306,071
Other current liabilities

(3,012,677)

(2,005,065)
Other liabilities

(217,259)

(215,366)
Net cash provided by operating activities

6,445,228

3,340,811

Cash flows from investing activities:

Cash received from issuance of preferred stock

0

319
Purchases of time deposits

(23,561,920)

(22,634,176)
Proceeds from maturities of time deposits

22,403,564

18,441,127
Purchases of marketable securities

0

(940,268)
Proceeds from sales of marketable securities

1,424,798

0
Proceeds from disposal of equipment

0

2,879
Purchase of equipment

(57,520)

(195,976)
Purchase of intangible assets

(9,780)

(9,487)
Net cash provided by (used in) investing activities

199,142

(5,335,582)

Cash flows from financing activities:




Proceeds from short-term loans

6,324,770

22,800,000
Repayment of short-term loans

(4,140,000)

(21,300,000)
Proceeds from related party borrowings

(13,627)

79,759
Net cash provided by financing activities

2,171,143

1,579,759

Foreign currency translation

(443,188)

(142,027)
Net increase (decrease) in cash, cash equivalents and restricted cash

8,372,325

(557,039)

Cash, cash equivalents and restricted cash, beginning balance

9,129,828

12,658,500
Cash, cash equivalents and restricted cash, ending balance

$
17,502,153

$
12,101,461

SUPPLEMENTARY DISCLOSURE:

Interest paid

$
40,886

$
58,926
Income tax paid

$
0

$
0


(Amount in USD)	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities:
Net income	$	4,684,158	$	4,036,782
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		286,049		301,618
Amortization of right-of-use assets		951,111		877,022
Amortization of bond premium		—		58
Gain on sales of financial assets		—		(140,913)
Loss on valuation of financial assets		11,177		150,992
Loss on disposals of equipment		4,368		77
Deferred income tax		41,730		80,710
Unrealized foreign currency exchange (gains)		(228,109)		—
Net changes in operating assets and liabilities:
Accounts receivable		7,774,338		6,353,128
Contract assets		(468,333)		(98,867)
Other current assets		(107,500)		33,244
Other assets		112,257		(58,712)
Commission payable to sales professionals		(3,799,212)		(2,154,109)
Income tax payable		1,327,928		1,171,156
Other current liabilities		(1,758,352)		(2,746,985)
Other liabilities		—		(217,259)
Lease liabilities		(1,232,314)		(1,142,714)
Net cash provided by operating activities		7,599,296		6,445,228

Cash flows from investing activities:
Purchases of marketable securities		(846,673)		—
Purchases of time deposits		(23,217,843)		(23,561,920)
Proceeds from maturities of time deposits		16,562,521		22,403,564
Proceeds from receipts in advance of disposal of a subsidiary		2,316,652		—
Proceeds from sales of marketable securities		—		1,424,798
Purchase of equipment		(69,500)		(57,520)
Purchase of intangible assets		(76,637)		(9,780)
Net cash (used in) provided by investing activities		(5,331,480)		199,142

Cash flows from financing activities:
Proceeds from short-term loans		6,488,087		6,324,770
Repayment of short-term loans		(5,423,529)		(4,140,000)
Repayment of related party borrowings		(9,789)		(13,627)
Net cash provided by financing activities		1,054,769		2,171,143

Foreign currency translation		(1,036,139)		(443,188)
Net increase in cash, cash equivalents and restricted cash		2,286,446		8,372,325

Cash, cash equivalents and restricted cash, beginning balance		18,322,632		9,129,828
Cash, cash equivalents and restricted cash, ending balance	$	20,609,078	$	17,502,153

SUPPLEMENTARY DISCLOSURE:
Interest paid	$	52,490	$	40,886
Income tax paid	$	—	$	—
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Lease liabilities arising from new right-of-use assets	$	1,096,615	$	635,360

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
~~(Unaudited)~~

(Amount in USD)

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

China United Insurance Service, Inc. (“China United” or “CUII”), its subsidiaries and variable-interest ~~entities~~entity and its subsidiaries (collectively referred to herein as the “Company”) primarily engage in insurance brokerage and insurance agency services. The Company markets and sells to customers two broad categories of insurance products: life insurance products and property and casualty insurance products, both focused on meeting the particular insurance needs of individuals. The insurance products ~~the Company sells~~ are underwritten by some of the leading insurance companies in Taiwan and China. The Company manages its business through aggregating them into three geographic operating segments, Taiwan, the PRC, and Hong Kong. The Company’s common stock currently trades over the counter ~~on the OTCQB~~ under the ticker symbol ~~“CUII.”~~“CUII” on the OTCQB.

The corporate structure as of March 31, ~~2021~~2022 is as follows:

On January 31, 2022, Genius Investment Consultant Co., Ltd (“GIC”), a subsidiary entity of CUII entered into a stock transfer agreement with AIlife International Investment Co., Ltd. (“AIlife”), pursuant to which GIC sold and transferred to AIlife 100% of its equity ownership in Joint Insurance Broker Co., Ltd. (“JIB”), a former wholly-owned subsidiary of GIC, resulting in AIlife owning 100% equity interest in JIB. Such exchange of equity interests between CUII’s subsidiaries are under common control of the Company and

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therefore, they were accounted for at the carrying amount of the equity interests transferred and there was no impact on consolidated financial statements as of and for the three months ended March 31, 2022.

On February 25, 2022, Law Anhou Insurance Agency Co., Ltd. (“Law Anhou”), a contractually controlled entity of CUII entered into a Share Purchase Agreement with Jiangsu Law Insurance Brokerage Co., Ltd. (“Jiangsu Law”) and third-party buyers, pursuant to which Law Anhou shall sell and transfer 100% of its equity ownership in Jiangsu Law, a wholly owned subsidiary of Law Anhou to the following buyers: Xuzhou Guosheng Furui Asset Management Co., Ltd., Jiangsu Zhongbozhixin Financial Service Outsourcing Co., Ltd., and Xuzhou Xinrui Service Outsourcing Co., Ltd. Due to delays in the registration of shareholder change caused by the COVID-19, the control of Jiangsu Law has not been transferred as of March 31, 2022. Law Anhou has received the first installment of the contract $2,317,971 (RMB 14.7 million) which was recorded under other current liabilities as of March 31, 2022. The total assets as of March 31, 2022 and revenue from Jiangsu Law for the three months ended March 31, 2022 were 0.67% and 0.72%, respectively, which were immaterial to the Company’s consolidated financial statements.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of China United, its subsidiaries and variable interest ~~entities~~entity and its subsidiaries as shown in the corporate structure in Note 1. All significant intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to the consolidated financial statements for prior year to the current year’s presentation. Such reclassifications have no effect on net income and the cash flow statements operating activities as previously reported.

Basis of Presentation

The unaudited condensed consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the three months ended March 31, ~~2021~~2022 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2021.~~2022.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, ~~2020,~~2021, which were included in the Company’s ~~2020~~2021 Annual Report on Form 10-K (“~~2020~~2021 Form 10-K”). The accompanying consolidated balance sheet as of December 31, ~~2020,~~2021, has been derived from the Company’s audited consolidated financial statements as of that date.

Use of Estimates

The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and footnotes thereto. Actual results may differ from those estimates and assumptions.

Variable Interest Entities

Due to the legal restrictions on foreign ownership and investment in insurance agency and brokerage businesses in China, especially those on qualifications as well as capital requirement of the investors, China United, through its subsidiary, Zhengzhou Zhonglian Hengfu Business Consulting Co., Limited (“WFOE”), entered into Exclusive Business Cooperation Agreement (the “EBCA”), Power of Attorney, Option Agreement, and Share Pledge Agreement (collectively, the First VIE Agreements) on January 17, 2011 with Anhou and Anhou original shareholders so as to operate and conduct the insurance agency and brokerage business in the PRC.

Pursuant to the EBCA, (a) WFOE has the right to provide Anhou with complete technical support, business support and related consulting services during the term of the EBCA; (b) Anhou agrees to accept all the consultations and services provided by WFOE. Anhou further agrees that unless with WFOE’s prior written consent, during the term of the EBCA, Anhou shall not directly or indirectly accept the same or any similar consultations and/or services provided by any third party and shall not establish similar cooperation relationship with any third party regarding the matters contemplated by the EBCA; (c) within 90 days after the end of each fiscal year Anhou shall pay an amount to WFOE equal to the shortfall, if any, of the aggregate net income of Anhou for such fiscal; (d) WFOE retains all exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or

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created during the performance of the EBCA; and (e) the shareholders of Anhou have pledged all of their equity interests in Anhou to WFOE to guarantee Anhou’s performance of its obligations under the EBCA. The term of the EBCA is 10 years and may be extended and determined by WFOE prior to the expiration thereof, and Anhou shall accept such extended term unconditionally.

On March 23, 2022, Anhou and WFOE entered into an amendment to the EBCA, pursuant to which the EBCA shall be automatic renewed for successive terms unless WFOE gives a 30-day notice to terminate such agreement, with each term being 10 years.

To extend the business within the PRC, Anhou intended to increase its registered capital to RMB50 million (approximately $8 million) to meet the requirement of the China Insurance Regulatory Commission (the “CIRC”) so that it can set up new branches in any province beyond its current operations in China. China United increased the investment in Anhou through various loan agreements with the shareholders of Anhou. The aggregate funding provided by WFOE was RMB 40 million. Due to the capital increase, a series of variable interest agreements (the “Second VIE Agreements”), which include Power of Attorneys, Exclusive Option Agreements, Share Pledge Agreements, were signed on October 24, 2013 and entered in the same form as the First VIE Agreements, other than the change of shareholder names and their respective shareholdings. The First VIE Agreements were terminated by and among WFOE, Anhou and Anhou original shareholders on the same date. The EBCA executed by and between WFOE and Anhou on January 17, 2011 remains in full effect.

As a result of the Second VIE Agreements, WFOE is considered the primary beneficiary of Anhou and has effective control over Anhou. Accordingly, the results of operations, assets and liabilities of Anhou and its subsidiaries (collectively, the “Consolidated Affiliated Entities” or the “CAE”) are consolidated from the earliest period presented. The Company reviews the VIE’s status on an annual basis and determine if any events have occurred that could cause its primary beneficiary status to change, which include (a) the legal entity’s governing documents or contractual arrangements are changed in a manner that changes the characteristics or adequacy of the legal entity’s equity investment at risk; (b) the equity investment or some part thereof is returned to the equity investors, and other interests become exposed to expected losses of the legal entity; (c) the legal entity undertakes additional activities or acquires additional assets, beyond those anticipated at the later of the inception of the entity or the latest reconsideration event, that increase the entity’s expected losses; and (d) the legal entity receives an additional equity investment that is at risk, or the legal entity curtails or modifies its activities in a way that decreases its expected losses. For the three months ended March 31, 2022 and 2021, no event taken place that would change the Company’s primary beneficiary status.

Marketable Securities

The Company invests part of its excessive cash in equity securities and money market funds. Marketable securities represent trading securities bought and held primarily for sale in the near-term to generate income on short-term price differences and are stated at fair value. Realized and unrealized gains and losses are recorded in other income (expense).

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable includes commission receivables stated at net realizable values. The Company reviews its accounts receivable regularly to determine if a bad debt allowance is necessary at each quarter-end. Management reviews the composition of accounts receivable and analyzes the age of receivables outstanding, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the necessity of making such allowance. No allowance was deemed necessary as of March 31, ~~2021~~2022 and December 31, ~~2020.~~2021.

Revenue Recognition

The Company’s revenue is derived from insurance agency and brokerage services with respect to life insurance and property and casualty insurance products. The Company, through its subsidiaries and variable interest entities, sells insurance products provided by insurance companies to individuals, and is compensated in the form of commissions from the respective insurance companies, according to the terms of each service agreement made by and between the Company and the insurance companies. The core revenue recognition principle under ASC 606, the Company considers the contracts with insurance companies contain one performance obligation and consideration should be recorded when performance obligation is satisfied at point in time. The sale of an insurance product by the Company is considered complete when initial insurance premium is paid by an individual and the insurance policy is approved by the respective insurance company. When a policy is effective, the insurance company is obligated to pay the agreed-upon commission to the Company under the terms of its service agreement with the Company and such commission is recognized as revenue.

For the first year commission (FYC), the Company recognizes the revenue when the individuals’ policies are effective. The Company makes the estimation amount to be entitled for annual performance and operating bonus which is based on the FYC. The Company

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makes an estimation on performance and operation bonus which are based on the accumulated FYC on quarterly basis, and make reconciliation between actual and estimation amount on annual basis. For the three months ended March 31, 2022 and 2021, the estimated revenue was approximately $2.8 million and $2.0 million, respectively.

Others includes the contingent commissions for subsequent years, the bonus based on persistency ratio bonus, and service allowances, are considered highly susceptible to factors outside the company's influence and depend on the actions of third parties (i.e., the subsequent premiums paid by individual policyholders), and the uncertainty can be extended for many years. Considering the high uncertainties, the contingent commissions for subsequent years, the bonus based on persistency ratio, and service allowances will be recognized as revenue based on the actual amount received from the insurance companies after the uncertain event is resolved.

For property and casualty insurance products, the Company recognizes the revenue when the individuals’ policies are effective. The revenue from property and casualty insurance products were 7.0% and 5.6% of total revenue for the three months ended March 31, 2022 and 2021, respectively.

The Company is obligated to pay commissions to its sales professionals when an insurance policy becomes effective. The Company recognizes commission revenue granted from insurance companies on a gross basis, and the commissions paid to its sales professionals are recognized as cost of revenue.

The Company enters into service agreements with insurance companies, which may give rise to contract assets and contract liabilities. When the timing of revenue recognition differs from the timing of payments made by insurance companies, the Company recognizes either contract assets (its performance precedes the billing date) or contract liabilities (customer payment is received in advance of performance).

Foreign Currency Transactions

China United’s financial statements are presented in U.S. dollars ($), which is the China United’s reporting and functional currency. The functional currencies of the China United’s subsidiaries are New Taiwan dollar (“NTD”), China yuan (“RMB”) and Hong Kong dollar (“HKD”). ~~The resulting translation adjustments~~Each subsidiary maintains its financial records in its own functional currency. Transactions denominated in foreign currencies are ~~reported under other comprehensive income. Gains~~measured at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are remeasured at the exchange rates prevailing at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are remeasured using the exchange rates at the dates of the initial transactions. Exchange gains and losses ~~resulting from the translation of foreign currency transactions~~ are ~~reflected~~included in the consolidated statements of operations and other comprehensive income (loss). Monetary assets and liabilities denominated in foreign currency are translated at the functional currency using the rate of exchange prevailing at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the consolidated statements of operations and other comprehensive income (loss).

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The Company translates the assets and liabilities into U.S. dollars using the rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation from NTD, RMB and HKD into U.S. dollars are recorded in stockholders’ equity as part of accumulated other comprehensive income. The exchange rates used for unaudited condensed consolidated financial statements are as follows:


					Average Rate for the three months ended
	Average Rate for the three months ended				March 31,
	March 31,				2022		2021
	2021		2020		(unaudited)		(unaudited)
Taiwan dollar (NTD)	NTD	28.06892	NTD	30.10404	NTD	27.98355	NTD	28.06892
China yuan (RMB)	RMB	6.48199	RMB	6.97985	RMB	6.34536	RMB	6.48199
Hong Kong dollar (HKD)	HKD	7.75690	HKD	7.77046	HKD	7.80460	HKD	7.75690
United States dollar ($)	$	1.00000	$	1.00000	$	1.00000	$	1.00000


					Exchange Rate at
	Exchange Rate at				March 31, 2022
	March 31, 2021		December 31, 2020		(unaudited)		December 31, 2021
Taiwan dollar (NTD)	NTD	28.46825	NTD	28.07725	NTD	28.62003	NTD	27.68785
China yuan (RMB)	RMB	6.55363	RMB	6.52765	RMB	6.34175	RMB	6.35877
Hong Kong dollar (HKD)	HKD	7.77422	HKD	7.75249	HKD	7.83033	HKD	7.79713
United States dollar ($)	$	1.00000	$	1.00000	$	1.00000	$	1.00000

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Earnings ~~(Loss)~~ Per Share

Basic earnings ~~(loss)~~ per common share (“EPS”) is computed by dividing net income attributable to the common shareholders of the Company by the weighted-average number of common shares outstanding. Diluted EPS is computed in the same manner as basic EPS, except the number of shares includes additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued.

As the holders of preferred stock of the Company are entitled to share equally with the holders of common stock, on a per share basis, in such dividends and other distributions of cash, property or shares of stock of the Company as may be declared by the board of directors, the preferred stock is treated as a participating security. When calculating the basic earnings per common share, the two-class method is used to allocate earnings to common stock and participating security as required by FASB ASC Topic 260, “Earnings Per Share.” As of March 31, ~~2021~~2022 and ~~2020,~~2021, the Company does not have any potentially dilutive instrument.

The following is a reconciliation of the income and share data used in the basic and diluted EPS computations for the three months ended March 31, 2022 and 2021 under the two-class method.


	Three Months Ended March 31,
	2022				2021
Numerator:	Common stock		Preferred stock		Common stock		Preferred stock
Allocation of net income attributable to the Company	$	2,850,750	$	94,127	$	2,331,154	$	79,232

Denominator:
Weighted average shares of the Company’s common/preferred stock outstanding - basic		30,286,199		1,000,000		29,421,736		1,000,000
Basic and diluted earnings per share	$	0.094	$	0.094	$	0.079	$	0.079

The participating rights (liquidation and dividend rights) of the holders of the Company’s common stock and preferred stock are identical, except with respect to voting right. As a result, and in accordance with ASC 260, the undistributed earnings for each year are allocated based on the contractual participation rights of the common stock and preferred stock as if the earnings for the year had been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis.

Fair Value of Financial Instruments

Fair value accounting establishes a framework for measuring fair value and expands disclosure about fair value measurements. Fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

● -	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.

●	~~Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.~~

-Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.

-Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are measured and reported on a fair value basis. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3.

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The following table ~~summarizes~~summarize financial assets and liabilities measured at fair value on a recurring basis as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


	March 31, 2021								March 31, 2022
	Fair Value						Carrying		Fair Value						Carrying
	Level 1		Level 2		Level 3		Value		Level 1		Level 2		Level 3		Value
Assets
Total time deposits	$	53,749,018	$	—	$	—	$	53,749,018
Marketable securities :
Stock and mutual funds									$	832,990	$	—	$	—	$	832,990
Long-term investments:
REITs		1,286,159		—		—		1,286,159		1,204,320		—		—		1,204,320
Total assets measured at fair value	$	55,035,177	$	—	$	—	$	55,035,177	$	2,037,310	$	—	$	—	$	2,037,310


	December 31, 2020								December 31, 2021
	Fair Value						Carrying		Fair Value						Carrying
	Level 1		Level 2		Level 3		Value		Level 1		Level 2		Level 3		Value
Assets
Total cash equivalents and time deposits	$	53,339,508	$	—	$	—	$	53,339,508
Marketable securities :
Stock Mutual funds		1,272,573		—		—		1,272,573
Long-term investments:
Government bonds held for available -for -sale		—		107,096		—		107,096
REITs		1,359,100		—		—		1,359,100	$	1,261,482	$	—	$	—	$	1,261,482
Total assets measured at fair value	$	55,971,181	$	107,096	$	—	$	56,078,277	$	1,261,482	$	—	$	—	$	1,261,482

The carrying amounts of current financial assets and liabilities in the consolidated balance sheets for cash equivalents, ~~and~~ time deposits, and restricted cash equivalents approximate fair value due to the short-term duration of those ~~instruments.~~instruments, which are considered level 2 fair value measurement.

Marketable securities and long-term investments in REITs – The fair values of mutual funds and REITs were valued based on quoted market prices in active markets.

~~Government bonds – The fair value of government bonds is valued based on theoretical bond price in the Taipei Exchange.~~

According to Taiwan Regulations Governing Deposit of Bond and Acquirement of Insurance by Insurance Agents, Insurance Brokers and Insurance Surveyors (“RGDBAI”) Article 3 and 4, Law Broker is required to maintain a minimum of NTD 3,000,000 ($105,381 and $106,848 as of March 31, 2021 and December 31, 2020, respectively) restricted balance in a separate account or government bonds issued by the central government in order to maintain its insurance license. The government bonds matured on March 17, 2021 and the amortized cost of the bonds was NaN and $106,906 (NTD 3,001,620) as of March 31, 2021 and December 31, 2020, respectively. The Company will purchase a similar investment after the maturity of the bonds to maintain the insurance license.

Concentration of Risk

The Company maintains cash with banks in the USA, People’s Republic of China (“PRC”), Hong Kong, and Taiwan. Should any bank holding the Company’s cash become insolvent, or if the Company is otherwise unable to withdraw funds, the Company would lose all or part of its cash deposit with that bank; however, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. In Taiwan, a depositor has up to NTD3,000,000 insured by Central Deposit Insurance Corporation (“CDIC”). In China, a depositor has up to RMB500,000 insured by the People’s Bank of China Financial Stability Bureau (“FSD”). In Hong Kong, a depositor has up to HKD500,000 insured by Hong Kong Deposit Protection Board (“DPB”). In the United States, the standard insurance amount is $250,000 per depositor in a bank insured by the Federal Deposit Insurance Corporation (“FDIC”).

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, time deposits, restricted cash, register capital deposit and accounts receivable. As of March 31, 2022 and December 31, 2021, approximately $2,643,000 and $2,712,000 of the Company’s cash and cash equivalents, time deposits, and registered capital deposits held by financial institutions, was insured, and the remaining balance of approximately $90,445,000 and $83,446,000, was not insured. With respect to accounts receivable, the Company generally does not require collateral and does not have an allowance for doubtful accounts.

For the three months ended March 31, 2022 and 2021, the Company’s revenues from sale of insurance policies underwritten by these companies were:


	Three Months Ended March 31,
	2022				2021
	(unaudited)				(unaudited)
			% of Total				% of Total
	Amount		Revenue		Amount		Revenue
TransGlobe Life Insurance Inc.	$	7,680,425	25	%	$	6,600,629	22	%
Taiwan Life Insurance Co., Ltd.		4,406,584	14	%		7,231,458	24	%
Farglory Life Insurance Co., Ltd.		3,431,308	11	%		4,519,841	15	%

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Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, time deposits, restricted cash, register capital deposit and accounts receivable. As of March 31, 2021 and December 31, 2020, approximately $2,215,000 and $2,229,000 of the Company’s cash and cash equivalents, time deposits, and registered capital deposits held by financial institutions, was insured, and the remaining balance of approximately $71,987,000 and $63,222,000, was not insured. With respect to accounts receivable, the Company generally does not require collateral and does not have an allowance for doubtful accounts.

~~For the three months ended March 31, 2021 and 2020, the Company’s revenues from sale of insurance policies underwritten by these companies were:~~

Three months ended March 31,

2021

2020

% of Total

% of Total


Amount

Revenue

Amount

Revenue

Taiwan Life Insurance Co., Ltd.

$
7,231,458

24
%
$
5,592,675

20
%
TransGlobe Life Insurance Inc.

6,600,629

22
%

4,995,954

18
%
Farglory Life Insurance Co., Ltd.

4,519,841

15
%

3,379,091

12
%
Shin Kong Life Insurance Co., Ltd.

(*)

(*)

3,062,062

11
%

~~(*) The related revenues for the three months ended had not exceeded 10% or more of the consolidated revenues.~~

As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company’s accounts receivable from these companies were:


	March 31, 2021				December 31, 2020				March 31, 2022
			% of Total				% of Total		(unaudited)				December 31, 2021
			Accounts				Accounts				% of Total				% of Total
	Amount		Receivable		Amount		Receivable				Accounts				Accounts
									Amount		Receivable		Amount		Receivable
TransGlobe Life Insurance Inc.									$	5,217,313	28	%	$	8,569,590	32	%
Taiwan Life Insurance Co., Ltd	$	5,103,386	27	%	$	4,557,862	18	%		3,520,479	19	%		4,483,343	17	%
TransGlobe Life Insurance Inc.		4,118,134	22	%		7,761,664	31	%
Farglory Life Insurance Co., Ltd.		2,046,970	11	%		2,787,586	11	%		2,049,294	11	%		2,729,673	10	%

The Company’s operations are in the PRC, Hong Kong and Taiwan. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic, foreign currency exchange and legal environments in the PRC, Hong Kong and Taiwan, and by the state of each economy. The Company’s results of operations may be adversely affected by changes in the political and social conditions in the PRC, Hong Kong and Taiwan, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.

~~Stock-Based Compensation~~

~~The Company accounts for equity-based compensation cost in accordance with ASC 718,~~ ~~Compensation-Stock Compensation~~ after adoption of ASC 2018-07, which requires the measurement and recognition of compensation expense related to the fair value of equity-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all share-based compensation payments granted to employees and nonemployees, net of estimated forfeitures, over the employees requisite service period or the non-employee performance period based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Compensation costs for awards granted to nonemployees under Uniwill for the three months ended March 31, 2021 and 2020 were NaN and $980,466, respectively.

Income Taxes

The Company records income tax expense using the asset-and-liability method of accounting for deferred income taxes. Under this method, deferred taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that the deferred tax assets will not be realized.

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When tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of operations and other comprehensive income (loss).

New Accounting Pronouncements and Other Guidance

New ~~Accounting Pronouncements Effective January 1, 2021:~~

~~Income Tax~~

~~In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes which is intended to simplify various aspects related to~~ accounting ~~for income taxes. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020, with early adoption permitted. The Company~~pronouncements not yet adopted ~~this standard in the beginning of January 1, 2021, and the adoption did not have any significant impact on the Company’s condensed consolidated financial statements.~~

~~Equity Securities, Equity-method Investments and Certain Derivatives~~

In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The guidance provides clarification of the interaction of rules for equity securities, the equity method of accounting and forward contracts and purchase options on certain types of securities. ASU 2020-01 is effective for the Company in the first quarter of 2021. The adoption did not have any significant impact on the Company’s condensed consolidated financial statements.

~~Accounting Standards Issued but Not Yet Adopted:~~

Credit Losses

In June 2016, the FASB issued ASU No. 2016-13, (FASB ASC Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, rather than the “incurred loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts. This guidance amends the accounting for credit losses for most financial assets and certain other instruments including trade and other receivables, held-to-maturity debt securities, loans and other instruments.

In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company believes the adoption of ASU No. 2016-13 will not have a material impact on ~~its~~the Company’s consolidated financial ~~position and results~~statements.

Table of ~~operations.~~Contents

Reference Rate Reform

In March 2020, the FASB issued ASU ~~2020-04,~~No. 2020–04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ~~standard~~pronouncement provides temporary optional expedients and exceptions ~~for applying GAAP~~ to ~~contracts, hedging relationships,~~the current guidance on contract modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other ~~transactions in which the~~interbank offered rates to alternative reference ~~LIBOR or another reference rate are expected to be discontinued as a result of the Reference Rate Reform.~~rates. The ~~standard is~~guidance was effective for all ~~entities. The standard may~~entities upon issuance and generally can be ~~adopted as of any date from the beginning of an interim period that includes or is subsequent~~applied to ~~March 12, 2020~~applicable contract modifications through December 31, ~~2022. We are currently evaluating the effects of the standard on our consolidated financial statements and related disclosures.~~

~~Table of Contents~~

~~Convertible Debt, and Derivatives and Hedging~~

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, to improve financial reporting associated with accounting for convertible instruments and contracts in an entity's own equity. ASU 2020-06 will be effective for the Company in the first quarter of 2022. The Company is currently evaluating the ~~amended~~effects of the guidance ~~and~~on the ~~impact on its~~Company’s consolidated financial statements and related disclosures.

The management does not believe that other than disclosed above, accounting pronouncements the recently issued but not yet adopted will have a material impact on its financial position, results of operations or cash flows.

NOTE 3 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH

Cash, cash equivalents and restricted cash consisted of the following as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


					March 31, 2022
	March 31, 2021		December 31, 2020		(unaudited)		December 31, 2021
Cash and cash equivalents:
Cash on hand and in banks	$	17,436,654	$	9,063,338	$	20,595,428	$	18,234,350
Time deposits - with original maturities less than three months (see Note 4)		0		—
		17,436,654		9,063,338
Restricted cash – noncurrent		65,499		66,490		13,650		88,282
Total cash, cash equivalents and restricted cash shown in the statements of cash flows	$	17,502,153	$	9,129,828	$	20,609,078	$	18,322,632

Noncurrent restricted cash includes a mandatory deposit in the bank in conformity with Provisions of the Supervision and Administration of Specialized Insurance Agencies in PRC, which is not allowed to be withdrawn without the permission of the regulatory ~~commission, and a trust account held for the bonus accrued for officers of Law Insurance Broker Co., Limited ("Law Broker').~~commission.

NOTE 4 – TIME DEPOSITS


					March 31, 2022
	March 31, 2021		December 31, 2020		(unaudited)		December 31, 2021

Total time deposits	$	53,749,018	$	53,339,508	$	72,718,699	$	71,161,391
Less: Time deposits – with original maturities less than three months (see Note 3)		0		—
Less: Time deposits – with original maturities less than three months						(3,783,436)		(6,862,215)
Time deposits – original maturities over three months but less than one year	$	53,749,018	$	53,339,508	$	68,935,263	$	64,299,176

Time Deposits Pledged as Collateral

The Company had a total of ~~$17,369,198~~$24,767,563 (NTD ~~494.4~~708.8 million) and ~~$15,930,161~~$23,811,616 (NTD ~~447.3~~659.3 million) restricted time deposits, respectively, as of March 31, ~~2021~~2022 and December 31, ~~2020.~~2021. As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, time deposits of ~~$35,128~~$34,941 (NTD 1 million) and ~~35,616~~$36,117 (NTD 1 million) were pledged as collateral for the Company’s credit card, respectively. In addition, the Company had time deposits of ~~$17,334,070~~$24,732,622 and ~~$15,894,545~~$23,775,499 pledged as collateral for short-term loans, respectively, as of March 31, ~~2021~~2022 and December 31, ~~2020.~~2021. See Note 5.6.

NOTE 5 – LONG-TERM INVESTMENTS

As of March 31, 2022 and December 31, 2021, the Company’s long-term investments consisted of the following:


	March 31, 2022
	(unaudited)		December 31, 2021
Equity investments under cost method	$	1,390,244	$	1,435,330
REITs		1,204,320		1,261,482
Total long-term investments	$	2,594,564	$	2,696,812

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Equity Investments under cost method using the measurement alternative


	March 31, 2022
	(unaudited)				December 31, 2021
	Investment				Investment
Investee	Ownership			Amount	Ownership			Amount
Genius Insurance Broker Co., Ltd (“GIB”)	11.73	%	$	1,342,938	11.73	%	$	1,388,151
Hainan Haoguan Yucheng Technology Service LLP (“HAINAN”)	9.99	%		47,306	9.99	%		47,179

On February 13, 2015, the Company and AHFL, a wholly owned subsidiary of the Company, entered into an acquisition agreement with Mr. Chwan Hau Li, the selling shareholder of GHFL. Subsequent to the acquisition, GHFL became a wholly-owned subsidiary of the Company which in turn holds approximately 15.64% issued and outstanding shares of Genius Insurance Broker Co., Ltd. (“Genius Broker”). Accordingly, the acquisition was accounted for as an asset acquisition of Genius Broker, which is an equity investment under cost method using the measurement alternative acquired by the Company.

The total paid-in capital with GIB changed from NTD 45 million to NTD 60 million due to capital increase taken place on August 14, 2020. GIC didn’t subscribe the new shares during the capital increase. As a result, the equity interest of GIB owned by GIC reduced from 15.64% to 11.73%.

A new investee in the investment ownership was due to the Company’s investment in HAINAN in 2021. HAINAN operates projects for insurance platforms, which contain insurance product centralized procurement, share service platform of sub-hierarchy distribution channel, and IoT business requirement. The Company invested HAINAN for RMB 300,000, or 9.99%, to engage in the qualification of supplier membership and distributor membership.

The change in carrying value of equity investment resulted from the fluctuation of exchange rates.

REITs

REITs are valued based on quoted market prices in the active market of Taiwan. The fair value of REITs as of March 31, 2022 and December 31, 2021 were $1,204,320 and $1,261,482, respectively.

Unrealized losses included in earnings for assets held at the end of the reporting periods were $16,441 and $20,489 for the three months ended March 31, 2022 and 2021, respectively.

For the three months ended March 31, 2022 and 2021, no other-than temporary impairment were recorded related to the long-term investments.

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NOTE 56 – SHORT-TERM LOANS

The Company’s short-term loans consisted of the following as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


		March 31, 2021				December 31, 2020					March 31, 2022
											(unaudited)				December 31, 2021
		Debt		Collateral		Debt		Collateral			Debt		Collateral		Debt		Collateral
Line of Credit	Collateral	balance		value		balance		value		Collateral	balance		value		balance		value
$8.9 million (NTD 250 million) revolving line of credit with Cathay United Bank Company Limited (“CUB”); the loan bears interest at the higher of CUB's adjustable rates for loans plus a margin of 0.41% or the 1-month TAIBOR rate plus a margin of 0.8% and matures on May 4, 2021. The maturity date was extended to May 4, 2022.	Time deposits	$	7,745,471	$	7,745,471	$	6,019,108	$	6,019,108
$4.0 million revolving line of credit with O-Bank; the loan bears interest at the TAIFX3 rate plus a margin of 0.5% and matures on December 29, 2021	Time deposits		4,000,000		4,847,506		4,000,000		4,915,011
$1.6 million revolving line of credit with KGI; the loan bears interest at the LIBOR rate plus a margin of 0.9% and matures on February 18, 2022	Time deposits		—		—		2,100,000		2,443,003
$1.5 million revolving line of credit with CTBC Bank Co., Ltd. (“CTBC”); the loan bears interest at the CTBC’s cost of funds plus a negotiated margin on individual case basis and matures on August 28, 2021	Time deposits		1,500,000		1,500,000		1,200,000		1,384,833
$2.5 million revolving line of credit with Far Eastern International Bank (“FEIB”); the loan bears interest at the higher of LIBOR or TAIFX3 rate plus a margin of 0.7% and matures on December 17, 2021	Time deposits		1,990,000		2,241,093		840,000		1,132,590
$1.0 million revolving line of credit with E. Sun Bank (“E. Sun”); the loan bears interest at the higher of LIBOR or TAIFX3 rate plus a margin of 0.7% and matures on June 3, 2021	Time deposits		1,000,000		1,000,000		—		—
$8.7 million (NTD 250 million) revolving line of credit with Cathay United Bank Company Limited (“CUB”); the loan bears interest at the higher of CUB's adjustable rates for loans plus a margin of 0.41% or the 1-month TAIBOR rate plus a margin of 0.8% and matures on May 4, 2022.										Time deposits	$	5,223,615	$	5,258,556	$	9,011,172	$	9,047,289
$4.0 million revolving line of credit with O-Bank; the loan bears interest at the TAIFX3 rate plus a margin of 0.5% and matures on December 2, 2022.										Time deposits		4,000,000		4,821,799		4,000,000		4,984,135
$6.0 million revolving line of credit with Taishin International Bank (“TSIB”); the loan bears interest at the TSIB’s cost of funds plus a margin of 0.7% and matures on May 31, 2022.										Time deposits		2,200,000		3,065,801		2,200,000		3,065,801
$2.5 million revolving line of credit with Far Eastern International Bank (“FEIB”); the loan bears interest at the TAIFX3 rate plus a margin of 0.5% and matures on June 15, 2022.										Time deposits		1,850,000		2,865,127		1,850,000		2,961,588
$3.1 million revolving line of credit with KGI; the loan bears interest at the TAIFX Fixing rate plus a margin of 0.9% and matures on May 18, 2022.										Time deposits		1,540,000		2,357,961		1,540,000		2,481,926
$7.0 million (NTD 200 million) revolving line of credit with Taishin International Bank (“TSIB”); the loan bears interest at the TSIB’s cost of funds plus a margin of 0.625% and matures on May 31, 2022.										Time deposits		3,721,171		3,721,171		234,760		234,760
$3.0 million revolving line of credit with E. Sun Bank (“E. Sun”); the loan bears interest at the TAIFX3 rate plus a margin of 0.4% and matures on November 30, 2022.										Time deposits		600,000		1,000,000		—		1,000,000
$7.0 million (NTD 200 million) revolving line of credit with E. Sun Bank (“E. Sun”); the loan bears interest at the E. Sun’s adjustable rates for loans plus a margin of 0.1% and matures on October 15, 2022.										Time deposits		454,227		1,642,207		—		—
		$	16,235,471	$	17,334,070	$	14,159,108	$	15,894,545		$	19,589,013	$	24,732,622	$	18,835,932	$	23,775,499

Borrowings under the revolving credit agreements are generally due 90 days or less. Total interest expenses for short-term loans incurred ~~from the credit facilities~~ were $52,335 and $42,470, ~~and $59,282~~respectively, for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

NOTE 67 – COMMISSIONS PAYABLE TO SALES PROFESSIONALS

Commissions payable to sales professionals consisted of the following as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


					March 31, 2022
	March 31, 2021		December 31, 2020		(unaudited)		December 31, 2021
Taiwan	$	9,483,511	$	11,814,222	$	9,625,456	$	13,793,343
PRC		317,676		274,069		214,761		210,198
Hong Kong		0		0
Total commissions payable to sales professionals	$	9,801,187	$	12,088,291	$	9,840,217	$	14,003,541

Commissions payable to sales professionals are usually settled within twelve months.

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NOTE 78 – OTHER CURRENT LIABILITIES

Other current liabilities were as follows, as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


					March 31, 2022
	March 31, 2021		December 31, 2020		(unaudited)		December 31, 2021
Accrued bonus	$	5,432,444	$	7,854,488	$	5,463,307	$	6,645,496
Payroll payable and other benefits		1,746,549		1,767,417		1,742,262		2,188,074
Accrued business tax and tax withholdings		913,419		1,643,082		1,323,088		1,903,039
Accrued tax penalties		0		170,016
Proceeds from receipts in advance of disposal of a subsidiary						2,317,971		—
Execution fees payable – AIA(Note 10)						1,153,039		1,191,858
Other accrued liabilities		2,384,500		2,156,031		1,827,287		2,069,136
Total other current liabilities	$	10,476,912	$	13,591,034	$	13,826,954	$	13,997,603

~~Table of Contents~~

Accrued Bonus

The Company’s foreign subsidiaries have various bonus plans, which provide cash awards to employees based upon their performance, and had accrued bonus of ~~$3,269,661~~$2,932,572 and ~~$5,948,157,~~$4,059,901, respectively, related to cash awards to employees as of March 31, ~~2021~~2022 and December 31, ~~2020.~~ 2021.

The Company has other compensation plans solely provided by Law Broker to its officers. The compensation plans eligible to Law Broker’s officers include a surplus bonus based on a percentage of income after tax and other performance bonuses such as retention and non-competition. For the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, the bonus expenses to Law Broker’s officers under the compensation plans were ~~$91,896~~$72,905 and ~~$249,939,~~$91,896, respectively.

As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had accrued bonus of ~~$2,162,783~~$2,530,735 and ~~$1,906,331~~$2,585,595 payable within next 12 months, ~~and noncurrent accrued bonus of NaN and $237,440,~~ respectively, related to the compensation plans for Law Broker’s officers. See Note 1415 for additional information of agreements with Law Broker’s officers.

NOTE 89 – OTHER LIABILITIES

The Company’s other liabilities consisted of the following as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


					March 31, 2022
	March 31, 2021		December 31, 2020		(unaudited)		December 31, 2021
Due to previous shareholders of AHFL	$	526,903	$	534,240	$	524,109	$	541,754
Net defined benefit liability		334,134		318,542
Accrued bonus - noncurrent (Note 7)		0		237,440
Total other liabilities	$	861,037	$	1,090,222	$	524,109	$	541,754

Due to Previous Shareholders of AHFL

Due to previous shareholders of AHFL is the entire remaining balance payable of the ~~2012~~ acquisition cost. On March 27, 2019, the Company and the selling shareholders of ~~Action Holdings Financial Limited (“AHFL”)~~AHFL entered into a sixth amendment to the acquisition agreement, pursuant to which, the Company ~~would~~will make the cash payment in the amount of NTD15 million on or prior to March 31, 2021. In March 2021, the Company entered ~~into~~ a seventh amendment with the selling shareholders in negotiation with the previous shareholders of AHFL to extend the repayment date to March 31, 2024. ~~The amount consisted of 68% and 32% of payables due to related parties and third parties, respectively.~~ As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the amount due to previous shareholders of AHFL were ~~$526,903~~$524,109 and ~~$534,240,~~$541,754, respectively. ~~The change in amounts was due to foreign currency translation.~~

NOTE 910 – CONTRACTS WITH CUSTOMERS

Information about accounts receivable ~~contract assets,~~ and contract ~~liabilities~~assets from contracts with customers is as follows:


	March 31, 2022
	(unaudited)		December 31, 2021
Accounts receivable	$	18,315,305	$	26,761,678
Contract assets		457,917		—

March 31, 2021

December 31, 2020
Accounts receivable

$
18,744,199

$
25,346,250
Contract assets

97,480

0
Contract liabilities

1,103,987

1,119,361

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Contract assets are the Company’s conditional rights to consideration for completed performance obligation and are in relation to the performance bonus to be rewarded based on the annual performance. The Company recognizes the contingent commission as a contract asset when the performance obligation is fulfilled, and the Company has not had the unconditional rights to the payment. As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had ~~$97,480~~$457,917 and ~~nil~~NaN of contract assets, respectively.

Contract with AIATW

On June 10, 2013, AHFL entered into a Strategic Alliance Agreement (the “Alliance Agreement”) with AIA International Limited Taiwan Branch (“AIATW”), the purpose of which is to promote life insurance products provided by AIATW within Taiwan by insurance agencies or brokerage companies affiliated with AHFL or China United. Pursuant to the terms of the Alliance Agreement, AIATW paid AHFL an execution fee, which was recorded as revenue upon fulfilling certain criteria over the original term of the Alliance Agreement from June 1, 2013 to May 31, 2018. From 2014 to 2017, AHFL has entered into three amendments to the Alliance Agreement with AIATW to further revise certain terms and conditions in the Alliance Agreement, including the extension of the expiration date from May 31, 2018 to December 31, 2021. Pursuant to the Third Amendment to the Alliance Agreement (the “Amendment 3”), both AHFL and AIATW agreed to adjust certain terms and conditions set forth in this amendment, some of which included (i) except the first contract year (April 15th, 2013 to September 30th, 2014), the sales target of the alliance between the parties shall be changed to (a) value of new business (“VONB”) and (b) the 13-month persistency ratio; and (ii) AIATW will calculate and recognize the VONB and 13-month persistency ratio each contract year and inform the Company the result; and (iii) the Company agrees to return the basic business promotion fees to AIATW within thirty (30) days of receipt of the notice sent by AIATW if the Company fails to meet the targets set forth in the Amendment 3, AIATW reserves the right to offset such amount against the amount payable by it to the Company; and (iv) upon the termination of the Alliance Agreement and its amendments pursuant to the Section 8.2 of the Alliance Agreement, both parties agreed to calculate the amount to be returned or repaid, as applicable, based on the past and current contract years. The Company shall return the basic business execution fees at NTD 50 million for the first contract year, NTD 35 million for the second contract year, and NTD 33 million for each contract year thereafter within one month after the termination. Accordingly, for the last contract year of 2021, no revenue was recognized because the Company failed to meet the targets set forth in the Amendment 3 and therefore, the Company shall refund the basic business execution fees of NTD 33 million based on the calculation of VONB and 13-month persistency for the same contract period. As of March 31, 2022 and December 31, 2021, the basic business execution fees of $1,153,039 and $1,191,858 were payable and recorded under other current liabilities, respectively.

On March 15, 2022, AHFL entered into the Fourth Amendment to the Alliance Agreement (the “Amendment 4”), which, among other things, extended the expiration date of the Alliance Agreement to December 31, 2031. Pursuant to Amendment 4, the sales targets for the remaining contract term under the Alliance Agreement shall be changed by reference to (i) the amount of VONB and (ii) the 13-month persistency ratio as set forth therein, provided that to the extent any underlying insurance contract is revoked, invalidated or terminated and premiums are refunded to such policyholder, the amount of the related VONB shall be correspondingly reduced. Amendment 4 provides that AIATW shall pay the strategic alliance business promotion fee of NTD 50 million to AHFL; however, AHFL shall be required to return certain portions of or all of the business promotion fees within thirty (30) days of receipt of notice provided by AIATW if AFHL fails to meet certain goals set in Table 2 and Table 3 of Amendment 4. The primary factor under formula one focuses on the annual and/or accumulated achievement rate(s), while the primary factor under formula two focuses on the 13-month persistency ratio(s), among others.

The Company recognized the revenue related to AIATW of $22,135 (NTD 619,428) and NaN, net of VAT, for the three months ended March 31, 2022 and 2021, respectively.

1720

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NOTE 11 –LEASE

The Company has operating leases for its offices with lease terms ranging from one to five years. The Company recorded its operating lease cost of $1,370,536 and $1,020,873 for the three months ended March 31, 2022 and 2021.

Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. As of March 31, 2022 and December 31, 2021, operating lease right-of-use assets and lease liabilities were as follows:


	March 31, 2022
	(unaudited)		December 31, 2021
Right-of-use assets under operating leases	$	6,594,686	$	6,449,182
Operating lease liabilities – current		3,312,917		3,059,329
Operating lease liabilities – noncurrent		3,250,652		3,298,089

Lease term and discount rate


	March 31, 2022
	(unaudited)			December 31, 2021
Weighted average remaining lease term
Operating lease		2.23	years		2.31	years
Weighted average discount rate
Operating lease		3.19	%		2.80	%

Supplemental cash flow information related to leases

The minimum future lease payments as of March 31, 2022 are as follows:


	Amount
2022 (remainder of year)		2,705,341
2023		2,577,470
2024		1,292,693
2025		178,775
2026		12,074
Thereafter		0
Total minimum lease payments		6,766,353
Less: Interest		(202,784)
Present value of future minimum lease payments	$	6,563,569

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~~Contract Liabilities – AIATW~~

On September 30, 2014, AHFL entered into a Strategic Alliance Supplemental Agreement (the “First Amendment to the Alliance Agreement”) with AIATW. In the First Amendment to the Alliance Agreement, the performance targets and the provision about refunding the Execution Fee on a pro rata basis when the performance targets are not met were revised.

On January 6, 2016, AHFL entered into an Amendment No. 2 to the Alliance Agreement (the “Second Amendment to the Alliance Agreement”) with AIATW to further revise certain provisions in the Strategic Alliance Agreement and the previous amendment entered into by and between AHFL and AIATW. 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. Pursuant to the Second Amendment to the Alliance Agreement, the expiration date of the Strategic Alliance Agreement was extended from May 31, 2018 to December 31, 2021, and the effect of the Alliance Agreement during the period from October 1, 2014 to December 31, 2015 was suspended. In addition, both AHFL and AIATW agreed to adjust certain terms and conditions set forth in the Alliance Agreement, some of which are as follows: (i) expanding the scope of services to be provided by AHFL to AIATW to include, without limitation, assessment and advice on suitability of cooperative partners, advice on product strategies suitable for promotion channel development, advice on promotion/sales channel improvement, advice on promotion channel marketing and strategic planning, and promotion channel talent training; and (ii) removing certain provisions related to performance milestones and refund of Execution Fees. On March 15, 2016, AHFL issued a promise letter (the “2016 Letter”) to AIATW that AHFL is required to (i) fulfill sales targets and (ii) the 13-month persistency ratio.

On June 14, 2017, with AIATW’s consent, the 2016 Letter was revoked in order to conform with the latest terms and conditions regarding the cooperation between AHFL and AIATW as set forth in an Amendment No. 3 to the Alliance Agreement (the “Third Amendment to the Alliance Agreement”). Pursuant to the Third Amendment to the Alliance Agreement, both AHFL and AIATW agreed to adjust certain terms and conditions set forth this amendment, some of which included (i) except the first contract year (April 15^th~~, 2013 to September 30~~^th, 2014), the sales target of the alliance between the parties shall be changed to (a) value of new business (“VONB”) and (b) the 13-month persistency ratio; and (ii) AIATW will calculate and recognize the VONB and 13-month persistency ratio each contract year and inform the Company the result; and (iii) the Company agrees to return the basic business promotion fees to AIATW within thirty (30) days of receipt of the notice sent by AIATW if the Company fails to meet the targets set forth in the Third Amendment to the Alliance Agreement, AIATW reserves the right to offset such amount against the amount payable by it to the Company; and (iv) upon the termination of the Alliance Agreement and its amendments pursuant to the Section 8.2 of the Alliance Agreement, both parties agreed to calculate the amount to be returned or repaid, as applicable, based on the past and current contract years. The Company shall return the basic business execution fees at NTD50 million for the first contract year, NTD35 million for the second contract year, and NTD33 million for each contract year thereafter within one month after the termination.

~~The following table presents the amounts recognized as revenue and refund for each contract year:~~

Contract

Revenue

Revenue VAT

Refund

Refund VAT
Year

Period

Execution Fees

Amount

Amount

Amount

Amount
First

04/15/2013 - 09/30/2014

NTD
50,000,000

NTD
27,137,958
(1)
NTD
1,356,898

NTD
20,481,090
(1)
NTD
1,024,054
Second

01/01/2016 - 12/31/2016

NTD
35,000,000

NTD
12,855,000
(2)
NTD
642,750

NTD
20,478,333
(2)
NTD
1,023,917
Third

01/01/2017 - 12/31/2017

NTD
33,000,000

NTD
12,628,201
(3)
NTD
631,410

NTD
18,800,370
(3)
NTD
940,019
Fourth

01/01/2018 - 12/31/2018

NTD
33,000,000

NTD
11,228,600
(4)
NTD
561,429

NTD
20,199,971
(4)
NTD
1,010,000
Fifth

01/01/2019 - 12/31/2019

NTD
33,000,000

NTD
9,481,371
(5)
NTD
474,069

NTD
21,947,200
(5)
NTD
1,097,360
Sixth

01/01/2020 - 12/31/2020

NTD
33,000,000

NTD
12,223,829
(6)
NTD
611,191

NTD
19,204,743
(6)
NTD
960,237
Seventh

01/01/2021 - 12/31/2021

NTD
33,000,000

NTD
0
(7)
NTD
0

NTD
31,428,571
(7)
NTD
1,571,429
TOTAL



NTD
250,000,000

NTD
85,554,959

NTD
4,277,747

NTD
152,540,278

NTD
7,627,016

~~Table of Contents~~

The revenue recognition for the first contract year is based on the annual first year premium (“AFYP”) set in Alliance Agreement, which is different from other contract years. From the second contract year to the seventh contract year, the revenue calculation is based on VONB. The Company recognized the first contract year’s revenue amount of $892,742 (NTD 27,137,958), net of Value-Added Tax (“VAT ") in 2017 due to uncertainty resolved after Amendment 3 went effective. Besides, on December 3, 2015 and February 23, 2016, the Company refunded the amounts of $160,573 (NTD4,761,905), net of VAT, and $530,056 (NTD15,719,185), net of VAT, to AIATW, respectively, due to the portion of performance sales targets not met during the first contract year based on original agreement and earlier amendments.

For the year ended December 31, 2016, the Company recognized the second contract year’s revenue amount of $422,883 (NTD 12,855,000), net of VAT, and refunded the amount of $690,537 (NTD 20,478,333), net of VAT, due to uncertainty resolved after Amendment 3 went effective.

For the year ended December 31, 2017, the Company recognized the third contract year’s revenue amount of $415,423 (NTD12,628,201), net of VAT, and refund amount of $633,955 (NTD18,800,370), net of VAT, for the same contract period based on the calculation of VONB and 13-month persistency.

For the year ended December 31, 2018, the Company recognized the fourth contract year’s revenue amount of $372,650 (NTD11,228,600), net of VAT, and refund amount of $670,389 (NTD 20,199,971), net of VAT, for the same contract period based on the calculation of VONB and 13-month persistency.

For the year ended December 31, 2019, the Company recognized the fifth contract year's revenue amount of $314,953 (NTD9,481,371), net of VAT, and refund the amount of $729,045 (NTD 21,947,200), net of VAT, for the same contract period based on the calculation of VONB and 13-month persistency.

For the year ended December 31, 2020, the Company recognized the sixth contract year’s revenue amount of $415,186 (NTD 12,223,829), net of VAT, and refund the amount of $652,294 (NTD 19,204,743), net of VAT, for the same contract period based on the calculation of VONB and 13-month persistency.

The Company estimated VONB and 13-month persistency ratio for the year ending December 31, 2021 and calculated the revenue amount to be NaN for the year. The amount will be reassessed every quarter until receiving AIATW’s notice.

The Company recognized revenue of NaN and $102,166 (NTD3,075,599), net of VAT for the three months ended March 31, 2021 and 2020 related to this agreement. As of March 31, 2021 and December 31, 2020, the Company had contract liabilities of $1,103,987 and $1,119,361, respectively, related to the Alliance Agreement.

~~NOTE 10 –LEASE~~

~~For the three months ended March 31, 2021 and 2020, the Company recorded its operating lease cost of $1,020,873 and $678,348, respectively.~~

Operating lease right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. As of March 31, 2021 and December 31, 2020, the operating lease right-of-use assets and lease liabilities were as follows:

March 31, 2021

December 31, 2020

Right-of-use assets under operating leases

$
6,282,892

$
6,524,555

Operating lease liabilities – current

3,018,303

3,043,056

Operating lease liabilities – noncurrent

3,191,735

3,440,343

~~Lease term and discount rate~~

March 31, 2021

December 31, 2020

Weighted average remaining lease term





Operating lease

2.48
years
2.64
years
Weighted average discount rate





Operating lease

3.64
%
3.15
%

~~Table of Contents~~

~~Supplemental cash flow information related to leases~~

March 31, 2021

December 31, 2020

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows related to operating leases

$
1,142,714

$
3,310,015

Amortization of right-of-use assets under operating leases

877,022

3,009,101

~~The minimum future lease payments as of March 31, 2021 are as follows:~~

Amount
2021 (remainder of year)

$
2,469,856
2022

2,160,357
2023

1,155,709
2024

572,054
2025

101,832
Thereafter

—
Total minimum lease payments

6,459,808
Less: Interest

(249,770)
Present value of future minimum lease payments

$
6,210,038

NOTE 1112 – NONCONTROLLING INTERESTS

Noncontrolling interests consisted of the following as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


	% of Non-						Other				% of Non-						Other		March 31,
	Controlling		December 31,		Net Income		Comprehensive		March 31,		controlling		December 31,		Net Income		Comprehensive		2022
Name of Entity	Interests		2020		(Loss)		Loss		2021		Interest		2021		(Loss)		(Loss)		(unaudited)
Law Enterprise	34.05	%	$	(414,957)	$	(72,946)	$	(6,187)	$	(494,090)	34.05	%	$	(676,166)	$	(82,974)	$	(5,870)		(765,010)
Law Broker	34.05	%		25,177,272		1,404,896		(353,398)		26,228,770	34.05	%		31,016,203		1,650,826		(1,018,942)		31,648,087
Uniwill	50.00	%		(421,035)		267,364		(2,646)		(156,317)	50.00	%		48,802		149,554		(16,158)		182,198
Rays	1.00	%		(5,772)		(297)		0		(6,069)	1.00	%		(6,461)		(55)		—		(6,516)
PFAL	49.00	%		423,978		27,593		(767)		450,804	49.00	%		364,056		21,930		(866)		385,120
MKI	49.00	%		(732)		—		0		(732)	49.00	%		(327,119)		—		—		(327,119)
PA Taiwan	49.00	%		(163,013)		(214)		(77)		(163,304)
Total			$	24,595,741	$	1,626,396	$	(363,075)	$	25,859,062			$	30,419,315	$	1,739,281	$	(1,041,836)	$	31,116,760


	% of Non-								Other				% of Non-						Other		Impact from
	controlling		December 31,		Contribution		Net Income		Comprehensive		December 31,		controlling		December 31,		Net Income		Comprehensive		Liquidation of		December 31,
Name of Entity	Interest		2019		/Acquisition		(Loss)		Income		2020		Interest		2020		(Loss)		Income (Loss)		PA Taiwan		2021
Law Enterprise	34.05	%	$	(204,964)	$	0	$	(241,231)	$	31,238	$	(414,957)	34.05	%	$	(414,957)	$	(264,642)	$	3,433	$	—	$	(676,166)
Law Broker	34.05	%		19,536,104		0		4,193,314		1,447,854		25,177,272	34.05	%		25,177,272		5,444,673		394,258		—		31,016,203
Uniwill	50.00	%		0		1,427,603		(1,918,023)		69,385		(421,035)	50.00	%		(421,035)		466,934		2,903		—		48,802
Rays	1.00	%		0		1,019		(6,791)		0		(5,772)	1.00	%		(5,772)		(689)		—		—		(6,461)
PFAL	49.00	%		351,278		0		71,713		987		423,978	49.00	%		423,978		(63,441)		3,519		—		364,056
MKI	49.00	%		283		0		(1,015)		0		(732)	49.00	%		(732)		(161,090)		—		(165,297)		(327,119)
PA Taiwan	49.00	%		(167,531)		0		4,227		291		(163,013)	49.00	%		(163,013)		1,102		(3,386)		165,297		—
PTC Nanjing	49.00	%		(2,644)		0		1,465		1,179		0
Total			$	19,512,526	$	1,428,622	$	2,103,659	$	1,550,934	$	24,595,741			$	24,595,741	$	5,422,847	$	400,727	$	—	$	30,419,315

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NOTE 1213 – INCOME TAX

The following table reconciles the Company’s statutory tax rates to effective tax rates for the three months ended March 31, ~~2021~~2022 and ~~2020:~~2021:


					Three Months Ended March 31,
	Three Months Ended March 31,				2022		2021
	2021		2020		(unaudited)		(unaudited)
US statutory rate	21	%	21	%	21	%	21	%
Tax rate difference	(2)	%	(2)	%	(2)	%	(2)	%
Tax base difference	0	%	1	%
Change in valuation allowance					8	%	4	%
Income tax on undistributed earnings	4	%	11	%	4	%	4	%
Change in valuation allowance	4	%	25	%
Utilization of deferred tax assets not previously recognized	(1)	%	0	%	(2)	%	(1)	%
Provision for uncertain tax position	0	%	19	%
Non-deductible and non-taxable items	1	%	2	%	—	%	1	%
True up of prior year income tax	(1)	%	0	%	—	%	(1)	%
Other					(4)	%	—	%
Effective tax rate	26	%	77	%	25	%	26	%

The Company’s income tax expense is mainly generated by its subsidiaries in Taiwan. The Company’s subsidiaries in Taiwan are governed by the Income Tax Law of Taiwan and subject to ~~the~~a statutory tax rate on income reported in the statutory financial statements ~~after appropriate adjustments~~ at 20% and a tax on undistributed earnings at 5% of. The Company had no plan to distribute earnings earned for the years ended December 2021 and 2020, and the tax on ~~any~~ undistributed earnings ~~according to the Income Tax Law~~on entities in Taiwan of ~~Taiwan.~~5% was estimated. As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had current tax payable of ~~$4,151,716~~$4,904,891 and ~~$2,978,618~~$3,703,412 for Taiwan income tax, respectively.

WFOE and the Consolidated Affiliated Entities (“CAE”) in the PRC are governed by the Income Tax Law of PRC concerning private-run enterprises, which are generally subject to tax at 25% on income reported in the statutory financial statements after appropriate adjustments. WFOE and CAE had no income tax expenses for the three months ended March 31, ~~2021~~2022 and ~~the year ended December 31, 2020~~2021 due to the ~~loss positions.~~net operating losses generated in the previous years.

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The Company’s subsidiaries in Hong Kong are governed by the Inland Revenue Ordinance Tax Law ~~of Hong Kong~~ and ~~are generally~~ subject to ~~a profit~~two-tiered profits tax regime. The first HK$2 million assessable profits is taxed at ~~the rate of~~ 8.25% ~~on the estimated~~and any assessable ~~profits.~~profits over HK$2 million is taxed at 16.25%. As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had current tax payable of ~~$18,627~~$3,137 and ~~$13,613~~$9,756 for Hong Kong income tax.

The ~~Company is~~2017 Tax Act was enacted into law on December 22, 2017 and imposed a mandatory one-time tax on accumulated earnings of foreign subsidiaries, introducing new tax regimes, and changing how foreign earnings are subject to ~~the statutory rate of 21% in the~~ U.S. federal jurisdiction. The Company had no income tax expense for the three months ended March 31, 2021 and 2020 due to the loss positions and no GILTI tax obligation existed. The Company recognized a one-time transition tax of $1,199,195 in the year of 2018 basedtax. Based on the Company’s total post-1986 earnings and profits (“E&P”) that it previously deferred from U.S. income ~~tax.~~taxes, we recorded the one-time transition tax $1,199,195 in eight annual installments for the transition tax on undistributed earnings of non-U.S. subsidiaries during the year ended December 31, 2018. As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company both had current tax payable of ~~$95,936 and $153,787~~$179,879 and noncurrent tax payable of ~~$719,515 and $719,515~~$539,636 for U.S. income tax.

As of March 31, 2020, the Company recorded an uncertain tax positions approximately of $277,000 related to withholding tax matters in the Taiwan Segment. During the three months ended March 31, 2020, the Company recognized interest and penalties of approximately $178,000, in selling, general and administrative expenses.

NOTE 1314 – RELATED PARTY TRANSACTIONS

The following summarized the Company’s loans payable to related parties as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


	March 31, 2021		December 31, 2020		March 31, 2022
					(unaudited)		December 31, 2021
Due to Ms. Lu (A shareholder of Anhou)	$	70,600	$	78,541	$	25,654	$	41,311
Others		6,231		15,506		11,190		9,220
Total	$	76,831	$	94,047	$	36,844	$	50,531

Amounts due to Ms. Lu were borrowings from Ms. Lu to support Anhou’s business operation. The amounts were non-interesting bearing and payable on demand.

21Due to bonus to officer, please refer to Note 8; and due to AHFL previous shareholders, please refer to Note 9.

There was no other material related party transactions other than those disclosed above.

~~Table of Contents~~

NOTE ~~14–~~15– COMMITMENTS AND CONTINGENCIES

Operating Leases

See future minimum annual lease payments in Note ~~10.~~11.

Time Deposits Pledged as Collateral

See time deposits pledged as collateral in ~~Note~~Notes 4 and 5.6.

Appointment agreement

On December 21, 2018, Law Broker entered into an appointment agreement with Shu-Fen, Lee (“Ms. Lee”), pursuant to which, she ~~will have~~ served as the president of Law Broker from December 21, 2018 to December 20, 2021. Law Broker expects to extend Ms. Lee’s appointment agreement at the next meeting of the board of directors. Ms. Lee’s primary responsibilities ~~include~~included 1) overall business planning, 2) implementation of resolution of the ~~shareholders’~~shareholders' meeting or the board of directors, 3) the appointment and dismissal of the Law Broker’s employees and sales professionals, except for internal auditors, 4) financial management and application, 5) being the representative of Law Broker, 6) other matters assigned by the board of directors. According to the appointment agreement, Ms. Lee’s compensation plan included: 1) base salary, 2) managerial allowance, 3) surplus bonus based on 1.25% of Law Broker’s income after tax, and 4) annual year-end bonus. The renewed appointment agreement is expected to be signed in May 2022. For the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, the Company has recorded the compensation expense of ~~$62,208~~$72,905 and ~~$50,436~~$62,208 under the appointment agreement, respectively.

Engagement agreement

On ~~May 10, 2016,~~December 23, 2021, Law Broker entered into ana new engagement agreement with Hui-Hsien Chao ("(“Ms. ~~Chao"~~Chao”), pursuant to which she shall have served as the general manager of Law Broker from December ~~29, 2015~~23, 2021 to December ~~28, 2018. The engagement agreement with~~22, 2024. Ms. ~~Chao was renewed in 2019 and her service period has extended to December 20, 2021. Ms. Chao's~~Chao’s primary responsibilities are to assist Law Broker in operating and managing insurance agency business. According to the engagement agreement, Ms. ~~Chao's bonus plan included:~~Chao’s Bonus plans shall include: 1) execution, 2) long-term service fees ~~3) pension~~ and 4)3) non-competition. The payment of such bonuses

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will only occur upon satisfaction of certain ~~condition,~~conditions and subject to the terms ~~and conditions~~ in the engagement agreement. Ms. Chao has ~~acted~~agreed to act as the general manager or ~~in the~~ equivalent position of Law Broker for a term of at least three years. For the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, the Company has recorded the ~~compensation~~performance bonus expense of ~~$29,689~~NaN and ~~$75,772~~$29,689 under the ~~appointment~~engagement agreement, respectively.

NOTE 16 –VARIABLE INTEREST ENTITIES

The carrying amounts of the assets, liabilities and the results of operations of the VIE and its subsidiaries (i.e., Zhengzhou Zhonglia Hengfu Business Consulting Co., Limited and its subsidiaries) included in the Company’s consolidated balance sheets and statements of comprehensive loss after the elimination of intercompany balances and transactions among VIEs and their subsidiaries within the Company are as follows:


	March 31, 2022
(Amount in USD)	(unaudited)		December 31, 2021
ASSETS
Current assets
Cash and cash equivalents	$	2,808,564	$	1,001,974
Accounts receivable and notes receivable		731,192		455,884
Other current assets		173,360		120,113
Total current assets		3,713,116		1,577,971

Right-of-use assets under operating leases		1,400,738		1,528,856
Property and equipment, net		209,016		199,056
Prepaid expenses - intangible assets		20,389		9,377
Long-term investments		47,306		47,179
Restricted cash – noncurrent		856		72,870
Registered capital deposits		1,103,796		1,100,842
Deferred tax assets		—		74,709
Other assets		84,176		83,951
TOTAL ASSETS	$	6,579,393	$	4,694,811

LIABILITIES
Current liabilities
Commissions payable to sales professionals	$	214,761	$	210,198
Other current liabilities		3,312,953		1,117,738
Due to related parties - Ms. Lu (the shareholder of Law Anhou)		25,654		41,311
Total current liabilities		3,553,368		1,369,247

Operating lease liabilities - noncurrent		807,009		908,971
TOTAL LIABILITIES	$	4,360,377	$	2,278,218


	Three Months Ended March 31,
(Amount in USD)	2022		2021
Revenue	$	1,347,816	$	1,951,469
Net loss		(201,946)		(50,781)
Net cash used in operating activities		(472,033)		(449,692)
Net cash provided by (used in) investing activities		2,290,667		(7,292)
Net cash used in financing activities		(15,760)		(7,714)

The VIEs contributed $ 1,347,816 and $1,951,469 of the Company’s consolidated revenue for the three months ended March 31, 2022 and 2021, respectively, after elimination of inter-company transactions.

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As of March 31, 2022, there was no pledge or collateralization of the VIEs’ assets that can only be used to settle obligations of the VIEs, other than the share pledge agreements, restricted cash and registered capital deposits. Other than the amounts due to the Company and its non-VIE subsidiaries (which are eliminated upon consolidation), the creditors of the VIEs’ third-party liabilities did not have recourse to the general credit of the Company in normal course of business. The Company did not provide or intend to provide financial or other supports not previously contractually required to the VIEs during the years presented.

NOTE 1517 – SEGMENT REPORTING

The Company organizes and manages its business as ~~three~~3 operating segments by operating geographic areas. The business of WFOE, CU Hong Kong and the CAE in PRC was managed and reviewed as PRC segment. The business of AHFL and its subsidiaries in Taiwan was managed and reviewed as Taiwan segment. The business of PFAL was managed and reviewed as Hong Kong segment. PRC and Taiwan segments retain majority of reported consolidated amounts.

The geographical distributions of the Company’s financial information for the three months ended March 31, 2022 and 2021 were as follows:


	Three Months Ended March 31,
	(unaudited)		(unaudited)
	2022		2021
Geographical Areas
Revenue
Taiwan	$	30,505,357	$	28,851,500
PRC		1,347,816		1,951,469
Hong Kong		82,822		110,985
Elimination adjustment		(955,472)		(383,837)
Total revenue	$	30,980,523	$	30,530,117

Income (loss) from operations
Taiwan	$	5,213,523	$	4,690,729
PRC		(155,919)		(3,918)
Hong Kong		38,401		61,493
Elimination adjustment		217,810		138,350
Total income from operations	$	5,313,815	$	4,886,654

Non operating income (expense)
Taiwan	$	860,527	$	587,469
PRC		256,585		96,152
Hong Kong		9,502		(118)
Elimination adjustment		(174,374)		(134,569)
Total non-operating income (expense)	$	952,240	$	548,934

Net income
Taiwan	$	4,570,169	$	3,933,490
PRC		25,798		46,918
Hong Kong		44,756		56,312
Elimination adjustment		43,435		62
Total net income	$	4,684,158	$	4,036,782

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~~The geographical distributions of the Company’s financial information for the three months ended March 31, 2021 and 2020 were as follows:~~

For three months ended March 31,

2021

2020
Geographical Areas

Revenue

Taiwan

$
28,851,500

$
27,342,936
PRC

1,951,469

1,429,297
Hong Kong

110,985

68,619
Elimination adjustment

(383,837)

(317,642)
Total revenue

$
30,530,117

$
28,523,210

Income (loss) from operations

Taiwan

$
4,690,729

$
1,503,282
PRC

(3,918)

(31,113)
Hong Kong

61,493

23,653
Elimination adjustment

138,350

52,880
Total income from operations

$
4,886,654

$
1,548,702

Net income (loss)

Taiwan

$
3,933,490

$
345,266
PRC

46,918

(39,957)
Hong Kong

56,312

21,772
Elimination adjustment

62

9,204
Total net income(loss)

$
4,036,782

$
336,285

The geographical distribution of the Company’s financial information as of March 31, ~~2021~~2022 and December 31, ~~2020~~2021 were as follows:



					March 31, 2022
	March 31, 2021		December 31, 2020		(unaudited)		December 31, 2021
Geographical Areas
Reportable assets
Taiwan	$	174,507,496	$	171,037,252	$	190,952,606	$	195,981,770
PRC		12,930,173		13,149,306		14,209,455		12,326,308
Hong Kong		974,442		915,628		798,648		756,692
Elimination adjustment		(80,577,773)		(77,373,957)		(78,832,414)		(81,283,249)
Total reportable assets	$	107,834,338	$	107,728,229	$	127,128,295	$	127,781,521

Long-lived assets
Taiwan	$	1,990,118	$	2,198,739	$	6,809,903	$	6,784,644
PRC		168,704		175,748		1,609,754		1,727,911
Hong Kong		1,531		1,664		1,146		1,287
Elimination adjustment		(2,908)		(2,906)		(2,906)		(2,905)
Total long-lived assets	$	2,157,445	$	2,373,245	$	8,417,897	$	8,510,937

Capital investment
Capital investments (CAPEX cash flows)
Taiwan	$	50,228	$	1,522,189	$	43,515	$	595,591
PRC		7,292		87,903		25,985		79,203
Hong Kong		0		1,576		—		154
Total capital investments	$	57,520	$	1,611,668	$	69,500	$	674,948

23NOTE 18 –RISKS AND UNCERTAINTIES

~~Table~~There has continued to be widespread impact from the coronavirus disease (“COVID-19”) pandemic including potentially more contagious strains of ~~Contents~~COVID-19 such as the Delta and Omicron variants. It has created significant volatility and uncertainty and economic disruption. The extent to which the pandemic impacts the Company’s business and operations will depend on numerous evolving factors, many of which are not within the Company’s control and which the Company may not be able to accurately predict, including its duration and scope; the ultimate availability, administration and effectiveness of vaccines around the world; governmental actions that have been and continue to be taken in response to the pandemic, including vaccine coverage; the impact of the pandemic on economic activity and actions taken in response; the ability of the Company’s customers to pay their insurance premiums which could impact the Company’s commission and fee revenues for the services provided; and the long-term impact of employees working from home, including increased technology costs.

NOTE 1619 – SUBSEQUENT EVENTS

The Company has evaluated all other subsequent events through the date these consolidated financial statements were issued and determine that there were no subsequent events or transactions that require recognition or disclosures in the consolidated financial statements, except for the ~~follows:~~following:

~~On April 29, 2021, Rays Technology Co., Ltd. (“Rays”), a majority-owned subsidiary of~~As disclosed in Note 10, the Company ~~received a Decision Letter dated April 27, 2021 from~~failed to meet the ~~Financial Supervisory Commission (Taiwan) (the “FSC”) stating that Rays was fined NTD900,000 (equivalent to approximately $32,233 USD) by~~targets set forth in the ~~FSC for violating Article 167-1 Section~~Amendment 3 of the ~~Insurance Act~~Alliance Agreement with AIATW and shall refund the basic business execution fees of ~~Taiwan (the “Act”)~~$1,159,039 (NTD 33 million). On May ~~11, 2021,~~6, 2022, AIATW issued a formal letter to the ~~FSC verbally informed Law Broker that it could expect a Decision Letter from~~Company and agreed to reduce the ~~FSC stating that Law Broker was fined NTD1.7 million (equivalent~~refund amount of $1,159,039 (NTD 33.0 million) to ~~approximately $60,565 USD) and one-month correction period for violating the relevant laws and regulations of the Act. The two subsidiaries are in the process of remediating the noncompliance issues.~~$807,127 (NTD 23.1 million).

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

The following discussion of the results of operations and financial condition should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included in Item 1 of this part. This report, including the information incorporated by reference, contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The use of any of the words “believe,” “expect,” “anticipate,” “plan,” “estimate,” and similar expressions are intended to identify such statements. Forward-looking statements include statements concerning our possible or assumed future results. The actual results that we achieve may differ materially from those discussed in such forward-looking statements due to the risks and uncertainties described in the Risk Factors section of this report, in Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in other sections of this report, as well as in our annual report on Form 10-K. We undertake no obligation to update any forward-looking statements.

Overview

The Company primarily provides two broad categories of insurance products, life insurance products and property and casualty insurance products, in Taiwan and People’s Republic of China (“PRC”). The Company also provides reinsurance brokerage services and insurance consulting services in Hong Kong and Taiwan. The percentage of reinsurance brokerage services and insurance consulting services is less than 1% of our total revenue. The insurance products that the Company’s subsidiaries sell are underwritten by some of the leading insurance companies in Taiwan and PRC, respectively.

(1)

Life Insurance Products

Total revenue from Taiwan segment’s sales of life insurance products were ~~88.1%~~89.2% and ~~89.7%~~88.1% of total revenue for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. Total revenue from PRC segment’s sales of life insurance products were ~~6.0%~~3.6% and ~~4.8%~~6.0% of total revenue for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

In addition to the periodic premium payment schedules, most of the individual life insurance products we distribute also allow the insured to choose to make a single, lump-sum premium payment at the beginning of the policy term. If a periodic payment schedule is adopted by the insured, a life insurance policy can generate periodic payment of fixed premiums to the insurance company for a specified period of time. This means that once the Company sells a life insurance policy with a periodic premium payment schedule, they will be able to derive commission and fee income from that policy for an extended period of time, sometimes up to 25 years. Because of this feature and the expected ~~sustained~~sustainable growth of life insurance sales in ~~China~~the PRC and Taiwan, we have focused significant resources ever since the incorporation of Anhou and Law Broker on developing our capability to distribute individual life insurance products with periodic payment schedules. We expect that sales of life insurance products will continuously be our primary source of revenue in the next several years.

(2)

Property and Casualty Insurance Products

Total revenue from Taiwan segment’s sales of property and casualty insurance products were ~~5.2%~~6.3% and ~~4.7%~~5.2% of total revenue for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. Total revenue from PRC segment’s sales of property and casualty insurance products were ~~0.4%~~0.7% and ~~0.2%~~0.4% of total revenue for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

As COVID-19 and its duration remain uncertain, we have been monitoring and will continue to measure and modify our business to protect our customers, sales professionals and employees. The extent of the COVID-19 impact to the Company will depend on numerous factors and developments. Consequently, any potential impacts of COVID-19 remain highly uncertain and cannot be predicted with confidence.

Critical Accounting Policies and Estimates

A critical accounting policy is one that is both important to the portrayal of our financial condition and results of operation and requires our management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We have had no changes to our Critical Accounting Policies as described in our most recent Form 10-K for the year ended December 31, ~~2020~~2021 and believe that of our significant accounting and reporting policies, the more critical policies include our accounting for revenue recognition ~~stock-based compensations,~~ and estimate of income taxes. Our significant accounting policies are described ~~in Note 2 of “Summary of Significant Accounting Policies” included within this Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission.~~

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in Note 1 of “Summary of Significant Accounting Policies” included within our 2021 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Results of Operations- Three Months ended March 31, ~~2021~~2022 Compared to Three Months ended March 31, ~~2020~~2021

The following table shows the results of operations for the three months ended March 31, ~~2021~~2022 and ~~2020:~~2021:


	Three Months Ended March 31,											Three Months Ended March 31,
	2021			2020								2022			2021
		(Unaudited)			(Unaudited)		Change			Percent		(Unaudited)			(Unaudited)			Change			Percent
Revenue	$	30,530,117		$	28,523,210		$	2,006,907		7.0	%	$	30,980,523		$	30,530,117		$	450,406		2	%
Cost of revenue		18,973,432			19,499,924			(526,492)		(2.7)	%		19,009,519			18,973,432			36,087		—	%
Gross profit		11,556,685			9,023,286			2,533,399		28.1	%		11,971,004			11,556,685			414,319		4	%
Gross profit margin		37.9	%		31.6	%		6.3	%	19.9	%		38.6	%		37.9	%		0.7	%	2	%

Operating expenses:
Selling		579,777			490,030			89,747		18.3	%		684,150			579,777			104,373		18	%
General and administrative		6,090,254			6,984,554			(894,300)		(12.8)	%		5,973,039			6,090,254			(117,215)		(2)	%
Total operating expenses		6,670,031			7,474,584			(804,553)		(10.8)	%		6,657,189			6,670,031			(12,842)		—	%

Income from operations		4,886,654			1,548,702			3,337,952		215.5	%		5,313,815			4,886,654			427,161		9	%

Other income (expenses):
Interest income		83,998			110,891			(26,893)		(24.3)	%		104,977			83,998			20,979		25	%
Interest expenses		(42,470)			(59,282)			16,812		(28.4)	%		(52,335)			(42,470)			(9,865)		23	%
Foreign currency exchange gain (loss), net		328,466			(55,937)			384,403		(687.2)	%
Other – net		178,940			(96,802)			275,742		(284.9)	%
Total other income (expenses), net		548,934			(101,130)			650,064		(642.8)	%
Foreign currency exchange gains, net													737,550			328,466			409,084		125	%
Other - net													162,048			178,940			(16,892)		(9)	%
Total other income, net													952,240			548,934			403,306		74	%

Income before income taxes		5,435,588			1,447,572			3,988,016		275.5	%		6,266,055			5,435,588			830,467		15	%
Income tax expense		(1,398,806)			(1,111,287)			(287,519)		25.9	%		(1,581,897)			(1,398,806)			(183,091)		13	%

Net income		4,036,782			336,285			3,700,497		1,100.4	%		4,684,158			4,036,782			647,376		16	%
Net income attributable to the noncontrolling interests		(1,626,396)			(625,522)			(1,000,874)		160.0	%		(1,739,281)			(1,626,396)			(112,885)		7	%
Net income (loss) attributable to China United’s shareholders	$	2,410,386		$	(289,237)		$	2,699,623		(933.4)	%
Net income attributable to China United’s shareholders												$	2,944,877		$	2,410,386		$	534,491		22	%

Revenue

As a distributor of insurance products, we derive our revenue primarily from commissions and fees paid by insurance companies, typically calculated as a percentage of premiums paid by our customers to the insurance companies in ~~among~~ Taiwan, ~~People’s Republic of China (“PRC”)~~PRC and Hong Kong. We generate revenue primarily through our sales force, which consists of individual sales agents in our distribution and service network. For the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, the revenues generated from ~~our operations in~~ Taiwan, PRC and Hong Kong ~~are~~were as follows:

Geographic Areas

Three Months Ended March 31,


2021

2020

Change

Percent

Revenue









Taiwan segment

$
28,467,663

$
27,025,294

$
1,442,369

5.3
%
Percentage of revenue

93.2
%

94.7
%

PRC segment

1,951,469

1,429,297

522,172

36.5
%
Percentage of revenue

6.4
%

5.0
%

Hong Kong segment

110,985

68,619

42,366

61.7
%
Percentage of revenue

0.4
%

0.3
%

Total revenue

$
30,530,117

$
28,523,210

$
2,006,907

7.0
%


Geographic Areas	Three Months Ended March 31,
	2022			2021			Change		Percent
Revenue
Taiwan segment	$	29,549,885		$	28,467,663		$	1,082,222	3.8	%
Percentage of revenue		95.4	%		93.2	%
PRC segment		1,347,816			1,951,469			(603,653)	(30.9)	%
Percentage of revenue		4.3	%		6.4	%
Hong Kong segment		82,822			110,985			(28,163)	(25.4)	%
Percentage of revenue		0.3	%		0.4	%
Total revenue	$	30,980,523		$	30,530,117		$	450,406	1.5	%

Revenue from our Taiwan segment increased by $1.0 million from $28.5 million for the three months ended March 31, 2021 to $29.5 million for the three months ended March 31, 2022. Increase in revenue was mainly due to the high performance of sales of investment-

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~~Overall revenue from our Taiwan segment increased by $1.4 million from $27.0 million for the three months ended March 31, 2020 to $28.5 million for the three months ended March 31, 2021. Due to~~type insurance policies, our continued growth in the sales of insurance products in the past years, ~~we continue to receive~~and our continuance of receiving more ~~contingent commissions, which include trailing commissions, persistency rate linked~~persistency-rate-linked bonuses ~~and some other service allowance,~~ for the three months ended March 31, ~~2021. However,~~2022 as compared to the ~~revenue growth was partially offset by decreases in the sales of long-term care and disability insurance products because of the discontinuations of these products in the year 2020.~~three months ended March 31, 2021.

~~Overall revenue~~Revenue from our PRC segment ~~increased~~decreased by ~~$0.5~~$0.6 million ~~to $2.0~~from $1.9 million for the three months ended March 31, 2021 ~~from $1.4~~to $1.3 million for the three months ended March 31, ~~2020. Such increase in revenue~~2022. The insurance premium of ~~the PRC segment was mainly due to the adverse impact on the outbreak of COVID-19 that restricted to a significant extent our sales agents’ in-person selling activities~~certain products were priced higher in the first quarter of ~~2020. The operations~~2022 than those in the first quarter of 2021 and therefore, customers in PRC were unwilling to buy the insurance products, which resulted in the decrease of revenue. In addition, the persistency-rate-linked bonuses in the PRC segment ~~had been fully resumed in~~also decreased for the ~~second quarter~~three months ended March 31, 2022 due to the termination of ~~2020.~~certain sales agreement with some of the PRC insurance companies.

~~The revenue in~~Revenue from the Hong Kong Segment was primarily derived from reinsurance commission on sales of insurance products from other insurers to Taiwan Life Insurance Co., Ltd. (“Taiwan Life”) for risk management. ~~Overall revenue~~Revenue from our Hong Kong segment for the three months ended March 31, ~~2021~~2022 remained consistent with that of the same period in ~~2020.~~2021.

Cost of revenue and gross profit

The cost of revenue mainly consists of commissions paid to our sales professionals. The cost of revenue for the three months ended March 31, ~~2021 decreased by $0.5 million, to $19.0 million compared to $19.5 million for the three months ended March 31, 2020. Decreases in the cost~~2022 remained consistent with that of ~~revenue were due to fewer insurance policies sold during the first quarter of 2021 compared to~~ the same period ~~of 2020, which result~~ in ~~a decrease in the direct commission costs paid to sales professionals for the first-year commissions.~~2021.

Consequently, the gross profit margin increased from ~~31.6% for the three months ended March 31, 2020 to~~ 37.9% for the three months ended March 31, ~~2021.~~2021 to 38.6% for the three months ended March 31, 2022. Such increase in the gross profit margin mainly resulted from receiving more contingent commissions for subsequent years.

Selling expenses

Selling expenses were mainly incurred by Law Broker and Uniwill in connection with online marketing and advertising. ~~Overall~~For the three months ended March 31, 2022, selling expenses were $0.7 million, reflecting an increase of $ 0.1 million, compared with $0.6 million of selling expenses for the three months ended March 31, ~~2021 remained consistent with~~2021. Increase in the ~~same period~~selling expenses was caused by the donation for charity foundations in ~~2020.~~Taiwan during the three months ended March 31, 2022.

General and administrative expenses

General and administrative (“G&A”) expenses are principally comprised of salaries and benefits for our administrative staff, office rental expenses, travel expenses, depreciation and amortization, entertainment expenses, and professional service fees.

~~For the three months ended March 31, 2021, our G&A~~ General and administrative expenses were ~~$6.1 million, reflecting a decrease of $0.9 million, compared with $7.0~~$6.0 million for the three months ended March 31, ~~2020. Our G&A expenses decreased for~~2022, which was not significantly different from those of the ~~three months ended March 31, 2021 because the Company recognized costs~~same period of ~~$1.0 million related to stock-based compensation arrangements during the first quarter of 2020.~~2021.

Other income ~~(expenses)~~(expense)

Other income ~~(expense)~~ mainly consisted of interest income, interest expenses, gain or loss on valuation of financial assets, and foreign currency exchange gain or loss. ~~Net other~~Other income ~~for the three months ended March 31, 2021 was $0.5~~were $1.0 million, reflecting an increase of ~~$0.7~~$0.5 million, compared with ~~net~~the other ~~expense~~income of ~~$0.1~~$0.5 million for the three months ended March 31, ~~2020.~~2021. The ~~increases~~increase in other income ~~for the three months ended March 31, 2021~~ was mainly due to foreign currency exchange gain recognized from foreign currency time deposits because of the depreciation of the New Taiwan Dollar against the USU.S. dollar and Chinese Yuan during the first quarter of ~~2021.~~2022.

Income tax expense

For the three months ended March 31, ~~2021,~~2022, income tax expense was ~~$1.4~~$1.6 million, reflecting an increase of ~~25.9%~~$0.2 million or 13%, compared with the income tax expense of ~~$1.1~~$1.4 million for the three months ended March 31, ~~2020.~~2021. The increase in tax expenses was mainly due to ~~more taxes on undistributed earning accrued because of more~~the increase in revenues generated in the Taiwan segment during the first quarter of ~~2021.~~2022.

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Liquidity and Capital Resources

The following table ~~represents~~presents a comparison of the net cash provided by operating activities, net cash provided by (used in) investing activities and net cash provided by financing activities for the three-month periods ended March 31, ~~2021~~2022 and ~~2020:~~2021:

Three Months Ended March 31,


2021

2020

Change

Percent

Net cash provided by operating activities

$
6,445,228

$
3,340,811

$
3,104,417

92.9
%
Net cash provided by (used in) investing activities

199,142

(5,335,582)

5,534,724

(103.7)
%
Net cash provided by financing activities

2,171,143

1,579,759

591,384

37.4
%


	Three Months Ended March 31,
	2022		2021		Change		Percent
Net cash provided by operating activities	$	7,599,296	$	6,445,228	$	1,154,068	17.9	%
Net cash (used in) provided by investing activities		(5,331,480)		199,142		(5,530,622)	(2,777.2)	%
Net cash provided by financing activities		1,054,769		2,171,143		(1,116,374)	(51.4)	%

Operating activities

Net cash provided by operating activities during the three months ended March 31, ~~2021~~2022 was ~~$6.4~~$7.6 million, reflecting an increase of ~~92.9%~~$1.2 million or 17.9% in comparison with ~~$3.3~~that of $6.4 million ~~net cash provided by operating activities~~ during the three months ended March 31, ~~2020.~~2021. The increase in cash inflows was mainly due to ~~a strong business performance~~the higher net income and collection from accounts receivable for the three months ended March 31, ~~2021~~2022 compared with that of the same period in ~~2020.~~2021.

Investing activities

Net cash ~~provided by~~used in investing activities was ~~$0.2~~$5.3 million during the three months ended March 31, ~~2021~~2022 as compared with the net cash ~~used in~~provided by investing activities of ~~$5.3~~$0.2 million for the three months ended March 31, ~~2020.~~2021. Increases in the cash ~~inflows for~~used in the investing activities resulted from ~~sales~~the increase of ~~stock mutual funds~~the purchases of marketable securities and time deposits, and the decrease of proceeds from maturities of time deposits during the first quarter of ~~2021.~~2022.

Financing activities

Net cash provided by financing activities was ~~$2.2~~$1.1 million during the three months ended March 31, ~~2021,~~2022, which ~~increased~~decreased by ~~$0.6~~$1.1 million from ~~$1.6~~that of $2.2 million during the same period of ~~2020.~~2021. The ~~increase~~decrease was mainly due to ~~increases~~the decrease in the net proceeds from additional borrowings under the revolving credit agreements and partially offset by the decrease of repayment of related party borrowings during the first quarter of ~~2021.~~2022.

Contractual Obligations

There have been no significant changes to the Company’s contractual obligations as disclosed in the Company’s 2021 Annual Report filed on Form ~~10-K for the year ended December 31, 2020.~~10-K.

Off Balance Sheet Arrangements

The Company had no off-balance sheet arrangements as of March 31, ~~2021.~~2022.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information under this item.

Table of Contents

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit of possible controls and procedures.

~~Table of Contents~~

Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of March 31, ~~2021.~~2022. This conclusion was based on the material weaknesses in our internal control over financial reporting described in Part II, Item 9A, “Controls and Procedures” of our ~~auunal~~annual report on Form 10-K for the year ended December 31, ~~2020.~~2021. The material weaknesses have not been remediated as of March 31, ~~2021.~~2022. We continue ~~working~~to work on the remediation of the material weakness, we may determine to take additional measures to address our control deficiencies. The material weakness will continue to exist until the remediation steps identified in our ~~2020~~2021 Form 10-K are fully implemented and concluded to be operating effectively.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. If not remediated, the material weaknesses in our internal control over financial reporting described in the Form 10-K for the year of ~~2020~~2021 could result in a material misstatement of our annual or interim consolidated financial statements that would not be prevented or detected on a timely basis.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended March 31, ~~2021,~~2022, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

~~During~~On November 29, 2021, Law Broker received a decision letter (the “Law Broker Decision Letter”) dated November 25, 2021 from the Financial Supervisory Commission (Taiwan) (the “FSC”) stating that Law Broker was fined NTD 200,000 (equivalent to approximately $7,227 USD) (the “Fine”) and a one-month correction period (the “Correction Period,” collectively with the Fine, the “Penalty”) by the FSC for violating Article 163 Sections 4 and 8 of the Insurance Act (the “Act”) and Section 23 of Article 49 of the Regulations Governing Insurance Brokers (the “Regulation”). The FSC found that one of Law Broker’s insurance agents, within a short period of time, solicited the same customer for insurance policies from different insurance companies but the financial information of the customer in such agent’s report was different. The insurance agent and Law Broker were not able to verify the reason behind such discrepancy.

Further, the FSC found that Law Broker’s current “Customer Risk Assessment Standards for Preventing Money Laundering and Combating Terrorism,” underestimated customers’ risk levels and therefore such standards may have deficiency in screening the risks.

Law Broker has paid the Fine in full and is in the process of adjusting its business models to regain compliance with the Act and the Regulation.

Except as disclosed above, during the three months ended March 31, ~~2021,~~2022, we were not aware of any ~~such~~other legal proceedings or claims that we believed would have a material adverse effect on our business, financial condition or operating results. From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of ~~business.~~business, such as labor and employment disputes. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

On April 29, 2021, Rays Technology Co., Ltd. (“Rays”), a majority-owned subsidiary of the Company, received a Decision Letter dated April 27, 2021 from the Financial Supervisory Commission (Taiwan) (the “FSC”) stating that Rays was fined NTD900,000 (equivalent to approximately $32,233 USD) by the FSC for violating Article 167-1 Section 3 of the Insurance Act of Taiwan (the “Act”). The FSC found that from 2019 to 2021 Rays used its website “Triple-I” and its point system thereon to facilitate certain insurance sales and charged the points from certain participating insurance salespersons on the Triple-I point system once clients purchased insurance products from those insurance salespersons. The FSC found that Rays’ operations through the Triple-I website constituted insurance brokerage services but Rays did not have the proper insurance brokerage license while operating the Triple-I website.

On May 11, 2021, the FSC verbally informed Law Broker that it could expect a Decision Letter from the FSC stating that Law Broker was fined NTD1.7 million (equivalent to approximately $60,565 USD) and one-month correction period for violating the relevant laws and regulations of the Act. The FSC found that from 2011 to 2020 Law Broker charged advertising fees and business promotion fees pursuant to certain contracts and agreements with some of its strategic insurance companies and such charges exceeded the scope of remuneration for insurance-related services allowed for Law Broker. The FSC found that such business practices of Law Broker’s did not comply with Article 9 of the Act and Section 11 of Article 49 of the Regulations Governing Insurance Brokers.

~~Table of Contents~~

The Company’s two subsidiaries, Rays and Law Broker, are in the process of adjusting their business models to regain compliance with the relevant laws and regulations and will pay the respective fines within the prescribed periods.

ITEM 1A. RISK FACTORS.

As a smaller reporting company, we are not required to make disclosure under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Not applicable during this reporting period.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable during this reporting period.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable during this reporting period.

Table of Contents

ITEM 6. EXHIBITS


Exhibit
Number				Description of Exhibit
10.1				Share Purchase Agreement (the English Translation) dated February 25, 2022 by and among, Law Anhou Insurance Agency Co., Ltd., Jiangsu Law Insurance Brokerage Co., Ltd., Xuzhou Guosheng Furui Asset Management Co., Ltd., Jiangsu Zhongbozhixin Financial Service Outsourcing Co., Ltd., and Xuzhou Xinrui Service Outsocuring Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 3, 2022)
10.2				Translation of Amendment 4 to the Strategic Alliance Agreement between Action Holdings Financial Limited and AIA International Limited Taiwan Branch dated March 15, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 18, 2022)
31.1				Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2				Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1*				Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*				Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


101.INS			XBRL Instance Document
101.SCH			XBRL Taxonomy Extension Schema Document
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			XBRL Taxonomy Extension Label Linkbase Document
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*The certifications attached as Exhibits 32.1 and 32.2 accompany this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

3033

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	China United Insurance Service, Inc.

Date: May ~~17, 2021~~16, 2022	By:	/s/ Yi-Hsiao Mao
	Name:	Yi-Hsiao Mao
	Its:	Chief Executive Officer
		(Principal Executive Officer)

Date: May ~~17, 2021~~16, 2022	By:	/s/ Mei-Kuan Yeh
	Name:	Mei-Kuan Yeh
	Its:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

3134


PART I.	FINANCIAL INFORMATION	5

ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	5

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2527

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	2830

ITEM 4.	CONTROLS AND PROCEDURES	2831

PART II.	OTHER INFORMATION	2932

ITEM 1.	LEGAL PROCEEDINGS	2932

ITEM 1A.	RISK FACTORS	3032

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3032

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	3032

ITEM 4.	MINE SAFETY DISCLOSURES	3032

ITEM 5.	OTHER INFORMATION	3032

ITEM 6.	EXHIBITS	3033

SIGNATURES		3134


Contract				Revenue			Revenue VAT		Refund			Refund VAT
Year	Period	Execution Fees		Amount			Amount		Amount			Amount
First	04/15/2013 - 09/30/2014	NTD	50,000,000	NTD	27,137,958	(1)	NTD	1,356,898	NTD	20,481,090	(1)	NTD	1,024,054
Second	01/01/2016 - 12/31/2016	NTD	35,000,000	NTD	12,855,000	(2)	NTD	642,750	NTD	20,478,333	(2)	NTD	1,023,917
Third	01/01/2017 - 12/31/2017	NTD	33,000,000	NTD	12,628,201	(3)	NTD	631,410	NTD	18,800,370	(3)	NTD	940,019
Fourth	01/01/2018 - 12/31/2018	NTD	33,000,000	NTD	11,228,600	(4)	NTD	561,429	NTD	20,199,971	(4)	NTD	1,010,000
Fifth	01/01/2019 - 12/31/2019	NTD	33,000,000	NTD	9,481,371	(5)	NTD	474,069	NTD	21,947,200	(5)	NTD	1,097,360
Sixth	01/01/2020 - 12/31/2020	NTD	33,000,000	NTD	12,223,829	(6)	NTD	611,191	NTD	19,204,743	(6)	NTD	960,237
Seventh	01/01/2021 - 12/31/2021	NTD	33,000,000	NTD	0	(7)	NTD	0	NTD	31,428,571	(7)	NTD	1,571,429
TOTAL		NTD	250,000,000	NTD	85,554,959		NTD	4,277,747	NTD	152,540,278		NTD	7,627,016


	Amount
2021 (remainder of year)	$	2,469,856
2022		2,160,357
2023		1,155,709
2024		572,054
2025		101,832
Thereafter		—
Total minimum lease payments		6,459,808
Less: Interest		(249,770)
Present value of future minimum lease payments	$	6,210,038


	For three months ended March 31,
	2021		2020
Geographical Areas
Revenue
Taiwan	$	28,851,500	$	27,342,936
PRC		1,951,469		1,429,297
Hong Kong		110,985		68,619
Elimination adjustment		(383,837)		(317,642)
Total revenue	$	30,530,117	$	28,523,210

Income (loss) from operations
Taiwan	$	4,690,729	$	1,503,282
PRC		(3,918)		(31,113)
Hong Kong		61,493		23,653
Elimination adjustment		138,350		52,880
Total income from operations	$	4,886,654	$	1,548,702

Net income (loss)
Taiwan	$	3,933,490	$	345,266
PRC		46,918		(39,957)
Hong Kong		56,312		21,772
Elimination adjustment		62		9,204
Total net income(loss)	$	4,036,782	$	336,285

Three Months Ended March 31,

2022(unaudited)

2021(unaudited)

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows related to operating leases

Amortization of right-of-use assets under operating leases