China United Insurance Service, Inc. - Quarter Report: 2021 June (Form 10-Q)

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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 June 30, 2021

☐ 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 August 11, 2021, there were 29,421,736 shares of common stock issued and outstanding, and 1,000,000 preferred shares issued and outstanding.

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TABLE OF CONTENTS


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	27

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	33

ITEM 4.	CONTROLS AND PROCEDURES	33

PART II.	OTHER INFORMATION	34

ITEM 1.	LEGAL PROCEEDINGS	34

ITEM 1A.	RISK FACTORS	34

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	35

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	35

ITEM 4.	MINE SAFETY DISCLOSURES	35

ITEM 5.	OTHER INFORMATION	35

ITEM 6.	EXHIBITS	35

SIGNATURES		36

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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)

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	June 30, 2021		December 31, 2020
(Amount in USD)	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	18,536,725	$	9,063,338
Time deposits		59,430,315		53,339,508
Accounts receivable		15,954,543		25,346,250
Contract assets		1,051,721		—
Marketable securities		-		1,272,573
Other current assets		1,411,513		1,491,168
Total current assets		96,384,817		90,512,837

Right-of-use assets under operating leases		7,025,747		6,524,555
Property and equipment, net		2,204,942		2,373,245
Intangible assets, net		303,591		381,747
Long-term investments		2,676,399		2,835,095
Restricted cash – noncurrent		71,974		66,490
Deferred tax assets		908,896		1,021,890
Other assets		4,329,829		4,012,370
TOTAL ASSETS	$	113,906,195	$	107,728,229

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Commission payable to sales professionals	$	11,316,523	$	12,088,291
Short-term loans		17,988,818		14,159,108
Contract liabilities		1,127,249		1,119,361
Income tax payable - current		3,002,422		3,146,018
Operating lease liabilities - current		3,341,964		3,043,056
Due to related parties		56,625		94,047
Other current liabilities		10,082,991		13,591,034
Total current liabilities		46,916,592		47,240,915

Income tax payable - noncurrent		539,636		719,515
Operating lease liabilities - noncurrent		3,631,104		3,440,343
Other liabilities		899,568		1,090,222
TOTAL LIABILITIES		51,986,900		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 June 30, 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 June 30, 2021 and December 31, 2020, respectively		294		294
Additional paid-in capital		8,190,449		8,190,449
Statutory reserves		10,731,421		9,463,903
Retained earnings		11,431,159		9,097,408
Accumulated other comprehensive income		4,211,579		3,889,429
Total stockholders’ equity attributable to China United’s shareholders		34,564,912		30,641,493
Noncontrolling interests		27,354,383		24,595,741
TOTAL STOCKHOLDERS’ EQUITY		61,919,295		55,237,234
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	113,906,195	$	107,728,229

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

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CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
(Amount in USD)	2021		2020		2021		2020
Revenue	$	32,973,680	$	29,441,754	$	63,503,797	$	57,964,964
Cost of revenue		23,536,213		22,492,991		42,509,645		41,992,915

Gross profit		9,437,467		6,948,763		20,994,152		15,972,049

Operating expenses:
Selling		96,297		367,658		676,074		857,688
General and administrative		6,189,833		5,348,270		12,280,087		12,332,824
Total operating expense		6,286,130		5,715,928		12,956,161		13,190,512

Income from operations		3,151,337		1,232,835		8,037,991		2,781,537

Other income (expenses):
Interest income		129,779		114,011		213,777		224,902
Interest expenses		(46,636)		(60,978)		(89,106)		(120,260)
Foreign currency exchange loss, net		(427,652)		(131,383)		(99,186)		(187,320)
Dividend income		251,328		319,235		251,328		319,235
Other - net		80,669		355,270		259,609		258,468
Total other income (expenses), net		(12,512)		596,155		536,422		495,025

Income before income taxes		3,138,825		1,828,990		8,574,413		3,276,562
Income tax expense		(1,001,598)		(415,792)		(2,400,404)		(1,527,079)

Net income		2,137,227		1,413,198		6,174,009		1,749,483
Less: net income attributable to noncontrolling interests		(946,344)		(662,404)		(2,572,740)		(1,287,926)
Net income attributable to China United’s shareholders		1,190,883		750,794		3,601,269		461,557

Other comprehensive items, net of tax:
Foreign currency translation loss		1,698,987		1,517,744		507,688		950,111
Other		—		(59)		364		(116)
Total other comprehensive loss		1,698,987		1,517,685		508,052		949,995

Comprehensive income		3,836,214		2,930,883		6,682,061		2,699,478
Less: comprehensive income attributable to noncontrolling interests		(1,495,321)		(1,232,560)		(2,758,642)		(1,623,414)

Comprehensive income attributable to China United’s shareholders	$	2,340,893	$	1,698,323	$	3,923,419	$	1,076,064

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

Earnings per share attributable to common stockholders of China United:
Basic and diluted	$	0.039	$	0.025	$	0.118	$	0.015

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

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CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN 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 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

Appropriation of reserves	—		—		—		—		—		1,267,518		—		(1,267,518)		—		—		—
Foreign currency translation loss	—		—		—		—		—		—		1,150,010		—		1,150,010		548,977		1,698,987
Other comprehensive income	—		—		—		—		—		—		—		—		—		—		—
Net income	—		—		—		—		—		—		—		1,190,883		1,190,883		946,344		2,137,227

Balance June 30, 2021	29,421,736	$	294		1,000,000	$	10	$	8,190,449	$	10,731,421	$	4,211,579	$	11,431,159	$	34,564,912	$	27,354,383	$	61,919,295

												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, 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

Appropriation of reserves	—		—		—		—		—		1,267,518		—		(1,267,518)		—		—		—
Issuance of preferred stock-based compensation	—		—		—		—		—		—		—		—		—		—		—
Foreign currency translation loss	—		—		—		—		—		—		321,910		—		321,910		185,778		507,688
Other comprehensive loss	—		—		—		—		—		—		240		—		240		124		364
Net income	—		—		—		—		—		—		—		3,601,269		3,601,269		2,572,740		6,174,009

Balance June 30, 2021	29,421,736	$	294		1,000,000	$	10	$	8,190,449	$	10,731,421	$	4,211,579	$	11,431,159	$	34,564,912	$	27,354,383	$	61,919,295

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

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CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN 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 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	$	46,500,553

Business acquisition	—		—		—		—		—		—		—		—		—		1,019		1,019
Foreign currency translation loss	—		—		—		—		—		—		947,568		—		947,568		570,176		1,517,744
Other comprehensive income	—		—		—		—		—		—		(39)		—		(39)		(20)		(59)
Net income	—		—		—		—		—		—		—		750,794		750,794		662,404		1,413,198

Balance June 30, 2020	29,421,736	$	294		1,000,000	$	10	$	8,190,449	$	8,228,904	$	1,031,522	$	9,863,851	$	27,315,030	$	22,117,425	$	49,432,455

												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, 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 stock-based compensation	—		—		—		—		—		—		—		—		—		980,466		980,466
Business acquisition	—		—		—		—		—		—		—		—		—		1,019		1,019
Foreign currency translation loss	—		—		—		—		—		—		614,584		—		614,584		335,527		950,111
Other comprehensive loss	—		—		—		—		—		—		(77)		—		(77)		(39)		(116)
Net income	—		—		—		—		—		—		—		461,557		461,557		1,287,926		1,749,483

Balance June 30, 2020	29,421,736	$	294		1,000,000	$	10	$	8,190,449	$	8,228,904	$	1,031,522	$	9,863,851	$	27,315,030	$	22,117,425	$	49,432,455

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

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CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


(Amount in USD)	Six Months Ended June 30,
	2021		2020
Cash flows from operating activities:
Net income	$	6,174,009	$	1,749,483
Adjustments to reconcile net income to net cash provided by operating activities
Noncash stock-based compensation		—		1,546,910
Depreciation and amortization		580,884		429,543
Amortization of right-of-use assets		1,870,255		1,389,078
Amortization of bond premium		58		133
Gain on sales of marketable securities		(141,203)		(66,846)
Loss on valuation of financial assets		212,896		6,138
Loss on disposals of equipment		71		11,097
Deferred income tax		121,020		(77,993)
Net changes in operating assets and liabilities:
Accounts receivable		9,522,790		6,378,684
Contract assets		(1,046,822)		(1,246,405)
Other current assets		(9,684)		423,757
Other assets		(242,568)		(758,501)
Commission payable to sales professionals		(854,127)		(209,513)
Contract liabilities		—		(918,391)
Income tax payable		(339,769)		(111,162)
Other current liabilities		(3,343,428)		(1,567,417)
Other liabilities		(197,413)		91,609
Lease liabilities		(2,126,670)		(1,578,580)
Net cash provided by operating activities		10,180,299		5,491,624

Cash flows from investing activities:
Cash received from issuance of preferred stock		—		319
Purchases of time deposits		(45,655,824)		(38,942,259)
Proceeds from maturities of time deposits		39,967,511		31,169,243
Purchases of marketable securities		(46,370)		(943,791)
Proceeds from sales of marketable securities		1,427,731		214,243
Proceeds from disposal of equipment		143		2,960
Purchase of equipment		(298,712)		(737,145)
Purchase of intangible assets		(17,012)		(37,962)
Net cash used in investing activities		(4,622,533)		(9,274,392)

Cash flows from financing activities:
Proceeds from short-term loans		9,873,845		22,000,974
Repayment of short-term loans		(6,100,000)		(18,660,000)
Proceeds from related party borrowings		(39,797)		(278,447)
Net cash provided by financing activities		3,734,048		3,062,527

Foreign currency translation		187,057		(494,865)
Net increase (decrease) in cash, cash equivalents and restricted cash		9,478,871		(1,215,106)

Cash, cash equivalents and restricted cash, beginning balance		9,129,828		12,658,500
Cash, cash equivalents and restricted cash, ending balance	$	18,608,699	$	11,443,394

SUPPLEMENTARY DISCLOSURE:
Interest paid	$	87,953	$	121,470
Income tax paid	$	3,588,250	$	1,837,695
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Lease liabilities arising from new right-of-use assets	$	2,468,173	$	1,468,413

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

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CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

NOTES TO 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 (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 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 under the ticker symbol “CUII” on the OTCQB.

The corporate structure as of June 30, 2021 is as follows:

Note 1: Prime Asia Co., Limited is in process of liquidation.

Note 2: The board of directors has made resolution to sell Jiangsu Law Insurance Brokers Co., Limited. As of August 16, 2021, the company has touched base with potential buyers but yet to sign any purchase agreement.

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements include the accounts of China United, its subsidiaries and variable interest entities 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 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 and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

These 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, which were included in the Company’s 2020 Annual Report on Form 10-K (“2020 Form 10-K”). The accompanying consolidated balance sheet as of December 31, 2020, has been derived from the Company’s audited consolidated financial statements as of that date.

Use of Estimates

The preparation of the Company’s 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.

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 June 30, 2021 and December 31, 2020.

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 are reported under other comprehensive income. Gains and losses resulting from the translation of foreign currency transactions are reflected 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 condensed consolidated financial statements are as follows:


	Average Rate for the six months ended
	June 30,
	2021		2020
	(unaudited)		(unaudited)
Taiwan dollar (NTD)	NTD	28.01126	NTD	29.99166
China yuan (RMB)	RMB	6.46967	RMB	7.03241
Hong Kong dollar (HKD)	HKD	7.76102	HKD	7.76073
United States dollar ($)	$	1.00000	$	1.00000


	Exchange Rate at
	June 30, 2021
	(unaudited)		December 31, 2020
Taiwan dollar (NTD)	NTD	27.88079	NTD	28.07725
China yuan (RMB)	RMB	6.45488	RMB	6.52765
Hong Kong dollar (HKD)	HKD	7.76500	HKD	7.75249
United States dollar ($)	$	1.00000	$	1.00000

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 June 30, 2021 and 2020, the Company does not have any potentially dilutive instrument.

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.

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The following table summarize financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020:


	June 30, 2021 (unaudited)
	Fair Value						Carrying
	Level 1		Level 2		Level 3		Value
Assets
Time deposits	$	59,430,315	$	—	$	—	$	59,430,315
Long-term investments:
REITs		1,251,378		—		—		1,251,378
Total assets measured at fair value	$	60,681,693	$	—	$	—	$	60,681,693


	December 31, 2020
	Fair Value						Carrying
	Level 1		Level 2		Level 3		Value
Assets
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
Total assets measured at fair value	$	55,971,181	$	107,096	$	—	$	56,078,277

The carrying amounts of current financial assets and liabilities in the consolidated balance sheets for time deposits, approximate fair value due to the short-term duration of those instruments.

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 ($107,601 and $106,848 as of June 30, 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 nil and $106,906 (NTD 3,001,620) as of June 30, 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”).

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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 June 30, 2021 and December 31, 2020, approximately $2,606,000 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 $78,430,000 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 June 30, 2021 and 2020, the Company’s revenues from sale of insurance policies underwritten by these companies were:


	Three Months Ended June 30,
	2021				2020
	(unaudited)				(unaudited)
			% of Total				% of Total
	Amount		Revenue		Amount		Revenue
TransGlobe Life Insurance Inc.	$	9,185,048	28	%	$	6,856,458	23	%
Taiwan Life Insurance Co., Ltd.		5,923,846	18	%		5,627,922	19	%
Farglory Life Insurance Co., Ltd.		3,961,983	12	%		3,583,979	12	%
Shin Kong Life Insurance Co., Ltd.		(*)	(*)			3,207,118	11	%

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

For the six months ended June 30, 2021 and 2020, the Company’s revenues from sale of insurance policies underwritten by these companies were:


	Six Months Ended June 30,
	2021				2020
	(unaudited)				(unaudited)
			% of Total				% of Total
	Amount		Revenue		Amount		Revenue
TransGlobe Life Insurance Inc.	$	15,785,677	25	%	$	11,852,412	20	%
Taiwan Life Insurance Co., Ltd.		13,155,304	21	%		11,220,597	19	%
Farglory Life Insurance Co., Ltd.		8,481,824	13	%		6,963,070	12	%
Shin Kong Life Insurance Co., Ltd.		(*)	(*)			6,269,180	11	%

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

As of June 30, 2021 and December 31, 2020, the Company’s accounts receivable from these companies were:


	June 30, 2021
	(unaudited)				December 31, 2020
			% of Total				% of Total
			Accounts				Accounts
	Amount		Receivable		Amount		Receivable
TransGlobe Life Insurance Inc.		4,245,590	27	%		7,761,664	31	%
Taiwan Life Insurance Co., Ltd		2,302,067	14	%		4,557,862	18	%
Farglory Life Insurance Co., Ltd.		1,764,461	11	%		2,787,586	11	%

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.

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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 and six months ended June 30, 2021 both were nil, and for the three and six months ended June 30, 2020 were nil 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.

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 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.

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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 financial position and results of operations.

Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The standard provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions in which the reference LIBOR or another reference rate are expected to be discontinued as a result of the Reference Rate Reform. The standard is effective for all entities. The standard may be adopted as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 through December 31, 2022. We are currently evaluating the effects of the standard on our consolidated financial statements and related disclosures.

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 guidance and the impact on its 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 June 30, 2021 and December 31, 2020:


	June 30, 2021
	(unaudited)		December 31, 2020
Cash and cash equivalents:
Cash on hand and in banks	$	18,536,725	$	9,063,338
Time deposits - with original maturities less than three months (see Note 4)		—		—
		18,536,725		9,063,338
Restricted cash – noncurrent		71,974		66,490
Total cash, cash equivalents and restricted cash shown in the statements of cash flows	$	18,608,699	$	9,129,828

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”).

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NOTE 4 – TIME DEPOSITS


	June 30, 2021
	(unaudited)		December 31, 2020

Total time deposits	$	59,430,315	$	53,339,508
Less: Time deposits – with original maturities less than three months (see Note 3)		-		—
Time deposits – original maturities over three months but less than one year	$	59,430,315	$	53,339,508

Time Deposits Pledged as Collateral

The Company had a total of $21,881,485 (NTD 610.1 million) and $15,930,161 (NTD 447.3 million) restricted time deposits, respectively, as of June 30, 2021 and December 31, 2020. As of June 30, 2021 and December 31, 2020, time deposits of $35,867 (NTD 1 million) and 35,616 (NTD 1 million) were pledged as collateral for the Company’s credit card, respectively. In addition, the Company had time deposits of $21,845,618 and $15,894,545 pledged as collateral for short-term loans, respectively, as of June 30, 2021 and December 31, 2020. See Note 5.

NOTE 5 – SHORT-TERM LOANS

The Company’s short-term loans consisted of the following as of June 30, 2021 and December 31, 2020:


		June 30, 2021
		(unaudited)				December 31, 2020
		Debt		Collateral		Debt		Collateral
Line of Credit	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	$	8,948,818	$	8,984,685	$	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		4,949,647		4,000,000		4,915,011
$3.1 million revolving line of credit with KGI; the loan bears interest at the TAIFX3 rate plus a margin of 0.9% and matures on February 18, 2022	Time deposits		1,540,000		2,468,616		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 matured on August 28, 2021	Time deposits		—		1,501,576		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		2,500,000		2,941,094		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 July 16, 2021. This loan have been paid off before issuance date.	Time deposits		1,000,000		1,000,000		—		—
		$	17,988,818	$	21,845,618	$	14,159,108	$	15,894,545

Borrowings under the revolving credit agreements are generally due 90 days or less. Total interest expenses for short-term loans incurred were $46,636 and $60,978, respectively, for the three months ended June 30, 2021 and 2020, and were $$89,106 and $120,260 for the six months ended June 30, 2021 and 2020, respectively.

NOTE 6 – COMMISSIONS PAYABLE TO SALES PROFESSIONALS

Commissions payable to sales professionals consisted of the following as of June 30, 2021 and December 31, 2020:


	June 30, 2021
	(unaudited)		December 31, 2020
Taiwan	$	11,045,729	$	11,814,222
PRC		270,794		274,069
Hong Kong		—		—
Total commissions payable to sales professionals	$	11,316,523	$	12,088,291

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

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NOTE 7 – OTHER CURRENT LIABILITIES

Other current liabilities were as follows, as of June 30, 2021 and December 31, 2020:


	June 30, 2021
	(unaudited)		December 31, 2020
Accrued bonus	$	5,540,204	$	7,854,488
Payroll payable and other benefits		1,579,041		1,767,417
Accrued business tax and tax withholdings		870,268		1,643,082
Accrued tax penalties		—		170,016
Other accrued liabilities		2,093,478		2,156,031
Total other current liabilities	$	10,082,991	$	13,591,034

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 $3,346,951 and $5,948,157, respectively, related to cash awards to employees as of June 30, 2021 and December 31, 2020.

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 June 30, 2021 and 2020, the bonus expenses to Law Broker’s officers under the compensation plans were $153,120 and $154,044, respectively, and for the six months ended June 30, 2021 and 2020, the bonus expenses to Law Broker’s officers under the compensation plans were $245,016 and $280,252 respectively.

As of June 30, 2021 and December 31, 2020, the Company had accrued bonus of $2,193,253 and $1,906,331 payable within next 12 months, and noncurrent accrued bonus of nil and $237,440, respectively, related to the compensation plans for Law Broker’s officers. See Note 14 for additional information of agreements with Law Broker’s officers.

NOTE 8 – OTHER LIABILITIES

The Company’s other liabilities consisted of the following as of June 30, 2021 and December 31, 2020:


	June 30, 2021
	(unaudited)		December 31, 2020
Due to previous shareholders of AHFL	$	538,005	$	534,240
Net defined benefit liability		361,563		318,542
Accrued bonus - noncurrent (Note 7)		—		237,440
Total other liabilities	$	899,568	$	1,090,222

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”) entered into a sixth amendment to the acquisition agreement, pursuant to which, the Company would make the cash payment in the amount of NTD15 million on or prior to June 30, 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 June 30, 2021 and December 31, 2020, the amount due to previous shareholders of AHFL were $538,005 and $534,240, respectively. The change in amounts was due to foreign currency translation.

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NOTE 9 – CONTRACTS WITH CUSTOMERS

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


	June 30, 2021
	(unaudited)		December 31, 2020
Accounts receivable	$	15,954,543	$	25,346,250
Contract assets		1,051,721		—
Contract liabilities		1,127,249		1,119,361

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 June 30, 2021 and December 31, 2020, the Company had $1,051,721 and nil of contract assets, respectively.

Contract Liabilities – 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. The original term of the Alliance Agreement was from June 1, 2013 to May 31, 2018. Pursuant to the terms of the Alliance Agreement, AIATW paid AHFL an execution fee of approximately $8,326,700 (NTD250,000,000, including the tax of NTD11,904,762, the “Execution Fee”), which is to be recorded as revenue upon fulfilling sales targets and the 13-month persistency ratio, as defined, over the next five years. The Execution Fee may be required to be recalculated if certain performance targets are not met by AHFL.

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.

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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	—	(7)	NTD	—	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

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 nil for the year. The amount will be reassessed every quarter until receiving AIATW’s notice.

The Company recognized revenue of nil and $84,066 (NTD2,521,270), net of VAT for the three months ended June 30, 2021 and 2020, and nil and $186,614 (NTD 5,596,869), net of VAT, for the six months ended June 30, 2021 and 2020, respectively.

As of June 30, 2021 and December 31, 2020, the Company had contract liabilities of $1,127,249 and $1,119,361, respectively, related to the Alliance Agreement.

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NOTE 10 –LEASE

The Company recorded its operating lease cost of $1,056,094 and $2,076,967 for the three and six months ended June 30, 2021, and $751,072 and $1,429,420 for the three and six months ended June 30, 2020, 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 June 30, 2021 and December 31, 2020, operating lease right-of-use assets and lease liabilities were as follows:


	June 30, 2021
	(unaudited)		December 31, 2020
Right-of-use assets under operating leases	$	7,025,747	$	6,524,555
Operating lease liabilities – current		3,341,964		3,043,056
Operating lease liabilities – noncurrent		3,631,104		3,440,343

Lease term and discount rate


	June 30, 2021
	(unaudited)			December 31, 2020
Weighted average remaining lease term
Operating lease		2.47	years		2.64	years
Weighted average discount rate
Operating lease		3.34	%		3.15	%

Supplemental cash flow information related to leases


	June 30, 2021
	(unaudited)		December 31, 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows related to operating leases	$	2,126,670	$	3,310,015
Amortization of right-of-use assets under operating leases		1,870,255		3,009,101

The minimum future lease payments as of June 30, 2021 are as follows:


	Amount
2021 (remainder of year)	$	1,922,117
2022		2,787,051
2023		1,687,081
2024		727,847
2025		103,240
Thereafter		—
Total minimum lease payments		7,227,336
Less: Interest		(254,268)
Present value of future minimum lease payments	$	6,973,068

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NOTE 11 – NONCONTROLLING INTERESTS

Noncontrolling interests consisted of the following as of June 30, 2021 and December 31, 2020:


	% of Non-					Other		June 30,
	controlling	December 31,		Net Income		Comprehensive		2021
Name of Entity	Interest	2020		(Loss)		Income		(unaudited)
Law Enterprise	34.05	$	(414,957)	$	(119,482)	$	2,762	$	(531,677)
Law Broker	34.05		25,177,272		2,523,159		183,296		27,883,727
Uniwill	50.00		(421,035)		146,792		216		(274,027)
Rays	1.00		(5,772)		(782)		—		(6,554)
PFAL	49.00		423,978		22,504		(419)		446,063
MKI	49.00		(732)		(710)		—		(1,442)
PA Taiwan	49.00		(163,013)		1,259		47		(161,707)
Total		$	24,595,741	$	2,572,740	$	185,902	$	27,354,383


	% of Non-								Other
	controlling		December 31,		Contribution		Net Income		Comprehensive		December 31,
Name of Entity	Interest		2019		/Acquisition		(Loss)		Income		2020
Law Enterprise	34.05	%	$	(204,964)	$	—	$	(241,231)	$	31,238	$	(414,957)
Law Broker	34.05	%		19,536,104		—		4,193,314		1,447,854		25,177,272
Uniwill	50.00	%		—		1,427,603		(1,918,023)		69,385		(421,035)
Rays	1.00	%		—		1,019		(6,791)		—		(5,772)
PFAL	49.00	%		351,278		—		71,713		987		423,978
MKI	49.00	%		283		—		(1,015)		—		(732)
PA Taiwan	49.00	%		(167,531)		—		4,227		291		(163,013)
PTC Nanjing	49.00	%		(2,644)		—		1,465		1,179		—
Total			$	19,512,526	$	1,428,622	$	2,103,659	$	1,550,934	$	24,595,741

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NOTE 12 – INCOME TAX

The following table reconciles the Company’s statutory tax rates to effective tax rates for the three and six months ended June 30, 2021 and 2020:


	Three Months Ended June 30,
	2021		2020
	(unaudited)		(unaudited)
US statutory rate	21	%	21	%
Tax rate difference	(1)	%	(1)	%
Tax base difference	—	%	(1)	%
Change in valuation allowance	6	%	—	%
Income tax on undistributed earnings	4	%	10	%
Loss in subsidiaries	—	%	1	%
Non-deductible and non-taxable items	(3)	%	(4)	%
Reversal of deferred tax assets not previously recognized	2	%	—	%
True up of prior year income tax	3	%	(3)	%
Effective tax rate	32	%	23	%


	Six Months Ended June 30,
	2021		2020
	(unaudited)		(unaudited)
US statutory rate	21	%	21	%
Tax rate difference	(1)	%	(1)	%
Change in valuation allowance	5	%	—	%
Income tax on undistributed earnings	4	%	10	%
Loss in subsidiaries	—	%	12	%
Non-deductible and non-taxable items	(1)	%	(1)	%
Utilization of deferred tax assets not previously recognized	—	%	(1)	%
Provision for uncertain tax position	—	%	9	%
True up of prior year income tax	—	%	(2)	%
Effective tax rate	28	%	47	%

The Company’s income tax expense is mainly generated by its subsidiaries in Taiwan. The Company’s subsidiaries in Taiwan are subject to the statutory tax rate on income reported in the statutory financial statements after appropriate adjustments at 20% and 5% of the tax on any undistributed earnings according to the Income Tax Law of Taiwan. As of June 30, 2021 and December 31, 2020, the Company had current tax payable of $2,804,824 and $2,978,618 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 and six months ended June 30, 2021 and 2020 due to the net operating losses generated in the previous years.

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 tax at the rate of 8.25% on the estimated assessable profits. As of June 30, 2021 and December 31, 2020, the Company had current tax payable of $17,719 and $13,613 for Hong Kong income tax.

The Company is subject to the statutory rate of 21% in the U.S. federal jurisdiction. The Company had no income tax expense for the three and six months ended June 30, 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 based on the Company’s total post-1986 earnings and profits (“E&P”) that it previously deferred from U.S. income tax. As of June 30, 2021 and December 31, 2020, the Company had current tax payable of $179,879 and $153,787 and noncurrent tax payable of $539,636 and $719,515 for U.S. income tax.

As of June 30, 2020, the Company recorded an uncertain tax positions approximately of $277,000 related to withholding tax matters in the Taiwan Segment. During the three and six months ended June 30, 2020, the Company recognized interest and penalties of approximately $178,000, in selling, general and administrative expenses.

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NOTE 13 – RELATED PARTY TRANSACTIONS

The following summarized the Company’s loans payable related parties as of June 30, 2021 and December 31, 2020:


	June 30, 2021
	(unaudited)		December 31, 2020
Due to Ms. Lu (A shareholder of Anhou)	$	40,696	$	78,541
Others		15,929		15,506
Total	$	56,625	$	94,047

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.

NOTE 14– COMMITMENTS AND CONTINGENCIES

Operating Leases

See future minimum annual lease payments in Note 10.

Time Deposits Pledged as Collateral

See time deposits pledged as collateral in Note 4 and 5.

Appointment agreement

On December 21, 2018, Law Broker entered into an appointment agreement with Shu-Fen, Lee (“Ms. Lee”), pursuant to which, she serves as the president of Law Broker from December 21, 2018 to December 20, 2021. Ms. Lee’s primary responsibilities include 1) overall business planning, 2) implementation of resolution of the 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 agreement, Ms. Lee’s compensation plan includes: 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. For the three and six months ended June 30, 2021, the Company has recorded the compensation expense of $52,000 and $114,207 under the appointment agreement, respectively. For the three and six months ended June 30, 2020, the Company has recorded the compensation expense of $26,846 and $77,282 under the appointment agreement, respectively.

Engagement agreement

On May 10, 2016, Law Broker entered into an engagement agreement with Hui-Hsien Chao (“Ms. Chao”), pursuant to which, she served as the general manager of Law Broker from December 29, 2015 to December 28, 2018. The engagement agreement with Ms. Chao was renewed in 2019 and her service period has extended to December 20, 2021. Ms. 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 plans include: 1) execution, 2) long-term service fees, 3) pension and 4) non-competition. The payment of such bonuses will only occur upon satisfaction of certain condition and subject to the terms and conditions in the engagement agreement. Ms. Chao has acted as the general manager or in the equivalent position of Law Broker for a term of at least three years. For the three and six months ended June 30, 2021, the Company has recorded the compensation expense of $101,120 and $130,809 under the engagement agreement, respectively. For the three and six months ended June 30, 2020, the Company has recorded the compensation expense of $127,198 and $202,970 under the engagement agreement, respectively.

NOTE 15 – SEGMENT REPORTING

The Company organizes and manages its business as three 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.

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The geographical distributions of the Company’s financial information for the three and six months ended June 30, 2021 and 2020 were as follows:


	Three Months Ended June 30,
	(unaudited)		(unaudited)
	2021		2020
Geographical Areas
Revenue
Taiwan	$	32,271,253	$	28,076,312
PRC		1,265,100		1,748,139
Hong Kong		28,436		50,567
Elimination adjustment		(591,109)		(433,264)
Total revenue	$	32,973,680	$	29,441,754

Income from operations
Taiwan	$	3,169,768	$	1,141,089
PRC		(294,490)		1,560
Hong Kong		(11,320)		8,739
Elimination adjustment		287,379		81,447
Total income from operations	$	3,151,337	$	1,232,835

Net income
Taiwan	$	2,488,501	$	1,364,078
PRC		(401,328)		4,206
Hong Kong		(10,385)		11,239
Elimination adjustment		60,439		33,675
Total net income	$	2,137,227	$	1,413,198


	Six Months Ended June 30,
	(unaudited)		(unaudited)
	2021		2020
Geographical Areas
Revenue
Taiwan	$	61,122,753	$	55,419,248
PRC		3,216,569		3,177,436
Hong Kong		139,421		119,186
Elimination adjustment		(974,946)		(750,906)
Total revenue	$	63,503,797	$	57,964,964

Income from operations
Taiwan	$	7,860,497	$	2,644,371
PRC		(298,408)		(29,553)
Hong Kong		50,173		32,392
Elimination adjustment		425,729		134,327
Total income from operations	$	8,037,991	$	2,781,537

Net income
Taiwan	$	6,421,991	$	1,709,345
PRC		(354,410)		(35,751)
Hong Kong		45,927		33,011
Elimination adjustment		60,501		42,878
Total net income	$	6,174,009	$	1,749,483

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The geographical distribution of the Company’s financial information as of June 30, 2021 and December 31, 2020 were as follows:



	June 30, 2021
	(unaudited)		December 31, 2020
Geographical Areas
Reportable assets
Taiwan	$	181,536,334	$	171,037,252
PRC		12,720,055		13,149,306
Hong Kong		961,264		915,628
Elimination adjustment		(81,311,458)		(77,373,957)
Total reportable assets	$	113,906,195	$	107,728,229

Long-lived assets
Taiwan	$	2,026,290	$	2,198,739
PRC		180,157		175,748
Hong Kong		1,404		1,664
Elimination adjustment		(2,909)		(2,906)
Total long-lived assets	$	2,204,942	$	2,373,245

Capital investment
Taiwan	$	269,416	$	1,522,189
PRC		29,296		87,903
Hong Kong		—		1,576
Total capital investments	$	298,712	$	1,611,668

NOTE 16 – 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 follow:

On August 13, 2021, the Company along with its wholly owned subsidiary Action Holdings Financial Limited entered into the Amendment 4 to the Acquisition Agreement (this “Amendment”) with Mr. Chwan Hau Li, a member of the board of directors of the Company. Pursuant to the Amendement and as additional consideration for Mr. Li due to certain adjustments, the Company shall issue Mr. Li 864,463 shares of Company’s common stock within two months from August 13, 2021. The foregoing summary description of the Amendment is subject to and qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

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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 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 leading insurance companies in Taiwan and PRC, respectively.

(1)

Life Insurance Products

Total revenue from Taiwan life insurance products were 88.6% and 89.1% of total revenue for the three months ended June 30, 2021 and 2020, respectively. Total revenue from PRC life insurance products were 3.7% and 5.6% of total revenue for the three months ended June 30, 2021 and 2020, respectively.

Total revenue from Taiwan life insurance products were 88.3% and 89.6% of total revenue for the six months ended June 30, 2021 and 2020, respectively. Total revenue from PRC life insurance products were 4.8% and 5.2% of total revenue for the six months ended June 30, 2021 and 2020, 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 growth of life insurance sales in China 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 property and casualty insurance products were 7.5% and 4.7% of total revenue for the three months ended June 30, 2021 and 2020, respectively. Total revenue from PRC property and casualty insurance products were 0.2% and 0.4% of total revenue for the three months ended June 30, 2021 and 2020, respectively.

Total revenue from Taiwan property and casualty insurance products were 6.4% and 4.7% of total revenue for the six months ended June 30, 2021 and 2020, respectively. Total revenue from PRC property and casualty insurance products were both 0.3% of total revenue for the six months ended June 30, 2021 and 2020, respectively.

As the impacts of COVID-19 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.

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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 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 1 of “Summary of Significant Accounting Policies” included within our 2020 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Results of Operations- Three Months ended June 30, 2021 Compared to Three Months ended June 30, 2020

The following table shows the results of operations for the three months ended June 30, 2021 and 2020:


	Three Months Ended June 30,
	2021			2020
		(Unaudited)			(Unaudited)		Change			Percent
Revenue	$	32,973,680		$	29,441,754		$	3,531,926		12	%
Cost of revenue		23,536,213			22,492,991			1,043,222		5	%
Gross profit		9,437,467			6,948,763			2,488,704		36	%
Gross profit margin		28.6	%		23.6	%		5	%	21	%

Operating expenses:
Selling		96,297			367,658			(271,361)		(74)	%
General and administrative		6,189,833			5,348,270			841,563		16	%
Total operating expenses		6,286,130			5,715,928			570,202		10	%

Income from operations		3,151,337			1,232,835			1,918,502		156	%

Other income (expenses):
Interest income		129,779			114,011			15,768		14	%
Interest expenses		(46,636)			(60,978)			14,342		(24)	%
Foreign currency exchange loss, net		(427,652)			(131,383)			(296,269)		226	%
Dividend income		251,328			319,235			(67,907)		(21)	%
Other - net		80,669			355,270			(274,601)		(77)	%
Total other income (expenses), net		(12,512)			596,155			(608,667)		(102)	%

Income before income taxes		3,138,825			1,828,990			1,309,835		72	%
Income tax expense		(1,001,598)			(415,792)			(585,806)		141	%

Net income		2,137,227			1,413,198			724,029		51	%
Net income attributable to the noncontrolling interests		(946,344)			(662,404)			(283,940)		43	%
Net income attributable to China United’s shareholders	$	1,190,883		$	750,794		$	440,089		59	%

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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”) 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 June 30, 2021 and 2020, the revenues generated from Taiwan, PRC and Hong Kong are as follows:


Geographic Areas	Three Months Ended June 30,
	2021			2020			Change		Percent
Revenue
Taiwan segment	$	31,680,144		$	27,643,048		$	4,037,096	14.6	%
Percentage of revenue		96.1	%		93.9	%
PRC segment		1,265,100			1,748,139			(483,039)	(27.6)	%
Percentage of revenue		3.8	%		5.9	%
Hong Kong segment		28,436			50,567			(22,131)	(43.8)	%
Percentage of revenue		0.1	%		0.2	%
Total revenue	$	32,973,680		$	29,441,754		$	3,531,926	12	%

Revenue from our Taiwan segment increased by $4.0 million from $28.0 million for the three months ended June 30, 2020 to $32 million for the three months ended June 30, 2021. Due to our continued growth in the sales of insurance products in the past years, we continue to receive more contingent commissions, which include trailing commissions, persistency rate linked bonuses and some other service allowance, for the three months ended June 30, 2021. However, 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.

Revenue from our PRC segment decreased by $0.4 million from $1.7 million for the three months ended June 30, 2020 to $1.3 million for the three months ended June 30, 2021. Decrease in revenue was primarily caused by the PRC government resuming a selling policy for insurance products in August 2020 which entails the audio and video recording of certain insurance sales processes. Such PRC policy (the “PRC Recording Policy”) has direct and adverse impact on our revenue from the PRC region.

Revenue from the Hong Kong Segment primarily derived from reinsurance commission on sales of insurance products from other insurers to Taiwan Life Insurance Co., Ltd. (“Taiwan Life”) for risk management. Due to the travel restriction, less demand for our travel insurance products led to a decrease in revenue from the reinsurance business for the three months ended June 30, 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 June 30, 2021 increased by $1.0 million, to $23.5 million compared to $22.5 million for the three months ended June 30, 2020. We sold more insurance policies during the three months ended June 30, 2021 compared to amount of policies sold in the same period of 2020, which resulted in an increase in the direct commission costs paid to our sales professionals for the first year commissions.

Consequently, the gross profit margin increased from 23.6% for the three months ended June 30, 2020 to 28.6% for the three months ended June 30, 2021.

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Selling expenses

Selling expenses were mainly incurred by Law Broker and Uniwill in connection with online marketing and advertising. For the three months ended June 30, 2021, our selling expenses were $0.1 million, reflecting a decrease of $0.3 million, compared with $0.4 million for the three months ended June 30, 2020. The selling expenses decreased for the three months ended June 30, 2021 compared to the same period of 2020 due to the adverse impact from the outbreak of COVID-19 in Taiwan that substantially restricted our marketing activities in Taiwan during the three months ended June 30, 2021.

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. General and administrative expenses were $6.2 million, reflecting an increase of $0.8 million, compared with $5.3 million for the three months ended June 30, 2020. Increase in the general and administrative expenses was attributed to the higher insurance platform maintenance fee for the three months ended June 30, 2021 compared to the same period of 2020.

Other income (expenses)

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 expense for the three months ended June 30, 2021 was $0.01 million, reflecting a decrease of $0.6 million, compared with net other income of $0.6 million for the three months ended June 30, 2020. The decrease in other income for the three months ended June 30, 2021 was due to foreign currency exchange loss recognized because of the depreciation of the US dollar against the New Taiwan dollar during the second quarter of 2021. The decrease in other-net was because of decrease in valuation gain on marketable securities. Taiwan security market has strong performance in the three months ended June 30, 2020 compared to the same period in 2021.

Income tax expense

For the three months ended June 30, 2021, income tax expense was $1.0 million, reflecting an increase of 141%, compared with the income tax expense of $0.4 million for the three months ended June 30, 2020. The increase was mainly due to more revenues generated in the Taiwan segment during the second quarter of 2021.

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Results of Operations- Six Months ended June 30, 2021 Compared to Six Months ended June 30, 2020

The following table shows the results of operations for the six months ended June 30, 2021 and 2020:


	Six Months Ended June 30,
	2021			2020
	(Unaudited)			(Unaudited)			Change			Percent
Revenue	$	63,503,797		$	57,964,964		$	5,538,833		9.6	%
Cost of revenue		42,509,645			41,992,915			516,730		1.2	%
Gross profit		20,994,152			15,972,049			5,022,103		31.4	%
Gross profit margin		33.1	%		27.6	%		5.5	%	20.0	%

Operating expenses:
Selling		676,074			857,688			(181,614)		(21.2)	%
General and administrative		12,280,087			12,332,824			(52,737)		(0.4)	%
Total operating expenses		12,956,161			13,190,512			(234,351)		(1.8)	%

Income from operations		8,037,991			2,781,537			5,256,454		189.0	%

Other income (expenses):
Interest income		213,777			224,902			(11,125)		(4.9)	%
Interest expenses		(89,106)			(120,260)			31,154		(25.9)	%
Foreign currency exchange loss, net		(99,186)			(187,320)			88,134		(47.0)	%
Dividend income		251,328			319,235			(67,907)		(21.3)	%
Other - net		259,609			258,468			1,141		0.4	%
Total other income (expenses), net		536,422			495,025			41,397		8.4	%

Income before income taxes		8,574,413			3,276,562			5,297,851		161.7	%
Income tax expense		(2,400,404)			(1,527,079)			(873,325)		57.2	%

Net income		6,174,009			1,749,483			4,424,526		253.0	%
Net income attributable to the noncontrolling interests		(2,572,740)			(1,287,926)			(1,284,814)		99.8	%
Net income attributable to China United’s shareholders	$	3,601,269		$	461,557		$	3,139,712		680.2	%

Revenue

For the six months ended June 30, 2021 and 2020, the revenues generated from Taiwan, PRC and Hong Kong are as follows:


Geographic Areas	Six Months Ended June 30,
	2021			2020			Change		Percent
Revenue
Taiwan segment	$	60,147,807		$	54,668,342		$	5,479,465	10.0	%
Percentage of revenue		94.7	%		94.3	%
PRC segment		3,216,569			3,177,436			39,133	1.2	%
Percentage of revenue		5.1	%		5.5	%
Hong Kong segment		139,421			119,186			20,235	17.0	%
Percentage of revenue		0.2	%		0.2	%
Total revenue	$	63,503,797		$	57,964,964		$	5,538,833	9.6	%

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Revenue from our Taiwan segment increased by $5.5 million from $54.7 million for the six months ended June 30, 2020 to $60.2 million for the six months ended June 30, 2021. Due to our continued growth in the sales of insurance products in the past years, we continue to receive more contingent commissions, which include trailing commissions, persistency rate linked bonuses and some other service allowance, for the six months ended June 30, 2021. However, 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.

Revenue from our PRC segment for the six months ended June 30, 2021 remained consistent with the same period in 2020. PRC segment benefit from the recovery after the outbreak of COVID-19 for the six months ended June 30, 2021. However, this is partially offset by the PRC Recording Policy as described above.

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. Revenue from our Hong Kong segment for the six months ended June 30, 2021 remained consistent with the same period in 2020.

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 six months ended June 30, 2021 remained consistent with the same period in 2020.

Consequently, the gross profit margin increased from 27.6% for the six months ended June 30, 2020 to 33.1% for the six months ended June 30, 2021.

Selling expenses

Selling expenses were mainly incurred by Law Broker and Uniwill in connection with online marketing and advertising. For the six months ended June 30, 2021, selling expenses were $0.7 million, reflecting a decrease of $0.2 million, compared with $0.9 million for the six months ended June 30, 2020. Decrease in the selling expenses was caused by the adverse impact from the outbreak of COVID-19 in Taiwan that restricted marketing activities for the six months ended June 30, 2021 compared to the same period of 2020.

General and administrative expenses

Other income (expenses)

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. Other income (expense) for the six months ended June 30, 2021 remained consistent with the same period in 2020.

Income tax expense

For the six months ended June 30, 2021, income tax expense was $2.4 million, reflecting an increase of 57.2%, compared with the income tax expense of $1.5 million for the six months ended June 30, 2020. The increase in tax expenses was mainly due to the increase in revenues generated in the Taiwan segment during the first half of 2021.

Liquidity and Capital Resources

The following table 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 six months periods ended June 30, 2021 and 2020:


	Six Months Ended June 30,
	2021		2020		Change		Percent
Net cash provided by operating activities	$	10,180,299	$	5,491,624	$	4,688,675	85.4	%
Net cash used in investing activities		(4,622,533)		(9,274,392)		4,651,859	(50.2)	%
Net cash provided by financing activities		3,734,048		3,062,527		671,521	21.9	%

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Operating activities

Net cash provided by operating activities during the six months ended June 30, 2021 was $10.2 million,reflecting an increase of 85.4% in comparison with $5.5 million net cash provided by operating activities during the six months ended June 30, 2020. The increase was mainly due to a strong business performance for the six months ended June 30, 2021 compared with that during the same period in 2020.

Investing activities

Net cash used in investing activities was $4.6 million during the six months ended June 30, 2021 as compared with the net cash used in investing activities of $9.3 million for the six months ended June 30, 2020. Decreases in the cash outflows for the investing activities resulted from the proceeds from sales of marketable securities and maturities of time deposits during the first half of 2021.

Financing activities

Net cash provided by financing activities was $3.7 million during the six months ended June 30, 2021, which increased by $0.7 million from $3.0 million during the same period of 2020. The increase was mainly due to increases in the net proceeds from additional borrowings under the revolving credit agreements during the first half of 2021.

Contractual Obligations

There have been no significant changes to the Company’s contractual obligations as disclosed in the Company’s 2020 Annual Report filed on Form 10-K.

Off Balance Sheet Arrangements

The Company had no off-balance sheet arrangements as of June 30, 2021

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.

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.

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 June 30, 2021. 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 report on Form 10-K for the year ended December 31, 2020. The material weaknesses have not been remediated as of June 30, 2021. We continue working 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 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 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.

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Changes in Internal Control over Financial Reporting

During the fiscal quarter ended June 30, 2021, 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.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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.

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 have paid the respective fines in full within the prescribed periods.

Except as disclosed above, during the three months ended June 30, 2021, we were not aware of any 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, 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.

ITEM 1A. RISK FACTORS.

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

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

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.

ITEM 6. EXHIBITS


Exhibit
Number		Description of Exhibit
10.1		Amendment 4 to the Acquisition Agreement dated August 13, 2021 by and among the Company, Action Holdings Financial Limited and Chwan Hau Li
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.

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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: August 16, 2021	By:	/s/ Yi-Hsiao Mao
	Name:	Yi-Hsiao Mao
	Its:	Chief Executive Officer
		(Principal Executive Officer)

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