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EX-32.1 - EXHIBIT 32.1 - China United Insurance Service, Inc.v423955_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - China United Insurance Service, Inc.v423955_ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - China United Insurance Service, Inc.v423955_ex31-2.htm
EX-32.2 - EXHIBIT 32.2 - China United Insurance Service, Inc.v423955_ex32-2.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended September 30, 2015

 

OR

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

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

Tapei City, Tawain

(Address of principal executive offices)

 

+8862-87126958

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

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 x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes  x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

 

Large Accelerated Filer ¨ Non-Accelerated Filer ¨
Accelerated Filer  x Smaller Reporting Company ¨

 

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ¨  No x

 

As of November 5, 2015, there are 29,452,669 shares of common stock issued and outstanding, and 1,000,000 preferred shares issued and outstanding.

 

 

 

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION 5
     
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 5
     
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 22
     
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 34
     
ITEM 4. CONTROLS AND PROCEDURES 34
     
PART II. OTHER INFORMATION 36
     
ITEM 1. LEGAL PROCEEDINGS 36
     
ITEM 1A. RISK FACTORS 36
     
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 36
     
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 36
     
ITEM 4. MINE SAFETY DISCLOSURES 36
     
ITEM 5. OTHER INFORMATION 36
     
ITEM 6. EXHIBITS 36
     
SIGNATURES 37

  

2 

 

   

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.

 

3 

 

  

OTHER PERTINENT INFORMATION

 

References in this report to “we,” “us,” “our” and the “Company” and words of like import 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 Taiwan, Republic of China.

 

Our business is conducted in Taiwan and China using NT$, the currency of Taiwan and RMB, the currency of China, respectively, and our financial statements are presented in United States dollars (“USD” or “$”).  In this report, we refer to assets, obligations, commitments and liabilities in our financial statements in USD.  These dollar references are based on the exchange rate of NT$ 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 USD 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).

  

4 

 

 

PART I.  FINANCIAL INFORMATION

 

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

              

   September 30, 2015   December 31, 2014 
   (UNAUDITED)     
ASSETS          
Current assets          
Cash and equivalents  $18,820,097   $19,571,799 
Marketable securities   2,347,973    2,437,006 
Accounts receivable, net   3,873,001    7,706,273 
Other current assets   1,175,575    574,467 
Total current assets   26,216,646    30,289,545 
           
Property, plant and equipment, net   909,676    1,061,762 
Intangible assets   337,126    270,956 
Goodwill   2,071,491    31,651 
Long-term Investment   1,254,932    95,328 
Other assets   862,333    587,522 
TOTAL ASSETS  $31,652,204   $32,336,764 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities          
Taxes payable  $806,841   $919,907 
Other current liabilities   6,004,145    9,534,371 
Deferred tax liability   36,159    37,662 
Due to related parties   317,639    531,447 
TOTAL CURRENT LIABILITIES   7,164,784    11,023,387 
           
Long-term liabilities   7,201,172    7,500,645 
TOTAL LIABILITIES   14,365,956    18,524,032 
           
COMMITMENTS AND CONTINGENCIES          
           
STOCKHOLDERS’ EQUITY          
Preferred stock, par value $0.00001, 10,000,000 authorized, 1,000,000 issued and outstanding   10    10 
Common stock, par value $0.00001, 100,000,000 authorized, 29,452,669 and 29,100,503 issued and outstanding   295    291 
Additional paid-in capital   8,157,516    4,674,593 
Statutory Reserves   1,918,635    1,388,014 
Accumulated other comprehensive gain/(loss)   (777,840)   (350,881)
Retained earnings   1,066,999    1,717,278 
Stockholder’s equity attribute to parent’s shareholders   10,365,615    7,429,305 
Noncontrolling interest   6,920,633    6,383,427 
TOTAL STOCKHOLDERS’ EQUITY   17,286,248    13,812,732 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $31,652,204   $32,336,764 

 

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

                

5 

 

 

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

CONSENDED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME / (LOSS)  

(UNAUDITED)

                   

   Three Months Ended September 30,   Nine Months Ended September 30, 
   2015   2014   2015   2014 
                 
Revenues  $11,442,525   $9,795,058   $35,556,157   $30,989,923 
Cost of revenue   7,382,823    5,984,679    23,764,574    19,683,245 
                     
Gross profit   4,059,702    3,810,379    11,791,583    11,306,678 
                     
Operating expenses:                    
Selling   1,020,934    1,703,365    1,635,494    2,444,031 
General and administrative   2,907,104    3,114,005    8,882,547    8,433,578 
Total operating expense   3,928,038    4,817,370    10,518,041    10,877,609 
                     
Income (loss) from operations   131,664    (1,006,991)   1,273,542    429,069 
                     
Other income (expense):                    
Interest income   77,411    54,001    174,324    147,954 
Other - net   (135,280)   158,359    107,153    244,260 
Total other income (expense)   (57,869)   212,360    281,477    392,214 
                     
Income (loss) before income taxes   73,795    (794,631)   1,555,019    821,283 
Income tax expense   226,397    (12,753)   845,556    1,171,602 
                     
Net income (loss)   (152,602)   (781,878)   709,463    (350,319)
Net income attributable to the noncontrolling interests   253,878    (27,876)   827,066    524,522 
Net income (loss) attributable to parent's shareholders   (406,480)   (754,002)   (117,603)   (874,841)
                     
Other comprehensive items                    
Foreign currency translation gain (loss)   (581,269)   (74,965)   (426,959)   (111,894)
Other comprehensive income(loss)   -    -    -    - 
attributable to  parent's shareholder   (581,269)   (74,965)   (426,959)   (111,894)
Other comprehensive items                    
attributable to  noncontrolling interest   (451,719)   120,695    (283,653)   87,224 
                     
Comprehensive income (loss) attributable to                    
parent's shareholders  $(987,749)  $(828,967)  $(544,562)  $(986,735)
                     
Comprehensive income (loss) attributable to                    
noncontrolling interest  $(197,841)  $148,571   $543,413   $(437,298)
                     
Weighted average shares outstanding:                    
Basic   29,452,669    29,100,503    29,336,570    29,100,503 
Diluted   29,452,669    29,100,503    29,336,570    29,100,503 
                     
Income (loss) per share:                    
Basic  $(0.014)  $(0.026)  $(0.004)  $(0.030)
Diluted  $(0.014)  $(0.026)  $(0.004)  $(0.030)

 

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

 

6 

 

                 

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

            

   Nine Months Ended September 30, 
   2015   2014 
           
Cash flows from operating activities:          
Net income (Loss)  $709,463   $(350,319)
Adjustments to reconcile net income to net cash          
Depreciation and amortization   328,139    285,740 
Gain on valuation of financial assets   (8,696)   (5,347)
Loss (Gain) on disposal of fixed assets   57,241    - 
Changes in operating assets and liabilities:          
Accounts receivable   3,716,237    3,529,527 
Other current assets   (647,465)   (41,348)
Other assets   (102,015)   (4,468)
Tax payable   (79,281)   (9,736)
Other current liabilities   (3,413,703)   (3,153,091)
Net cash provided by operating activities   559,920    250,958 
           
Cash flows from investing activities:          
Cash from acquisition   320    128,933 
Sale of investment in current deposit   -    1,625,955 
Dividend received in excess of earnings as reductions of cost of the investment   246,357    - 
Purchase of government bonds   (97,264)   - 
Proceeds from sales of government bonds   96,266    - 
Purchase of property, plant and equipment   (177,004)   (472,971)
Purchase of intangible assets   (381,618)   - 
Net cash provided by (used in) investing activities   (312,943)   1,281,917 
           
Cash flows from financing activities:          
Proceeds from related party borrowing   134,510    45,527 
Repayment to related parties   (313,072)   - 
Net cash provided by (used in) financing activities   (178,562)   45,527 
           
Foreign currency translation   (820,117)   (260,078)
Net increase (decrease) in cash and cash equivalents   (751,702)   1,318,324 
           
Cash and cash equivalents, beginning balance   19,571,799    18,070,093 
Cash and cash equivalents, ending balance  $18,820,097   $19,388,417 
           
SUPPLEMENTARY DISCLOSURE:          
           
Interest paid  $288   $- 
Income tax paid  $820,322   $757,343 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW FOR NON-CASH TRANSACTION:          
           
Issuance of common stock for acquisition of GHFL  $3,482,923   $- 

 

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

 

7 

 

 

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 – ORGANIZATION

 

China United Insurance Service, Inc. (“China United”, “CUIS” or the “Company”) is a Delaware corporation organized on June 4, 2010 by Mao Yi Hsiao, a Taiwanese citizen, and is quoted on the United States Over the Counter Bulletin Board (the “OTCBB”).

 

The corporate structure as of September 30, 2015 is as follows:

 

   

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The unaudited accompanying condensed consolidated financial statements include the accounts of China United and its subsidiaries as shown in the organization structure in Note 1 above. All significant intercompany transactions and balances were eliminated in consolidation.

 

8 

 

 

Basis of Presentation

  

The unaudited condensed consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015.   

 

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2014, which were included in the Company’s 2014 Annual Report on Form 10-K. The accompanying condensed consolidated balance sheet as of December 31, 2014, has been derived from the Company’s audited consolidated financial statements as of that date.

 

Concentration of Risk

 

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and equivalents and accounts receivable. As of September 30, 2015, $1,289,924 of the Company’s cash and equivalents held by financial institution was insured and the remaining balance of $17,530,173 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 September 30, 2015 and 2014, the Company’s revenues from sale of insurance policies underwritten by these companies were:

  

   Three months ended September 30, 
   2015   2014 
   Amount   % of Total Revenue   Amount   % of Total Revenue 
Farglory Life Insurance Co.,Ltd.  $3,074,196    27%  $2,539,976    26%
Fubon Life Insurance Co.,Ltd.   1,357,519    12%   1,488,371    15%
AIA International Ltd.,Taiwan   (*)    (*)    1,429,382    15%
TransGlobe Life Insurance Inc.   (*)    (*)    1,326,987    14%
CTBC Life Insurance Co., Ltd   1,688,274    15%   (*)    (*) 

(*) Revenue for the three months ended had not exceeded 10% or more of the consolidated revenue.

 

For the nine months ended September 30, 2015 and 2014, the Company’s revenues from sale of insurance policies underwritten by these companies were:

 

   Nine months ended September 30, 
   2015   2014 
   Amount   % of Total Revenue   Amount   % of Total Revenue 
Farglory Life Insurance Co.,Ltd.  $10,082,711    28%  $8,415,238    27%
Fubon Life Insurance Co.,Ltd.   4,459,040    13%   4,992,976    16%
AIA International Ltd.,Taiwan   (*)    (*)    4,679,385    15%
TransGlobe Life Insurance Inc.   (*)    (*)    4,132,067    13%
CTBC Life Insurance Co., Ltd.   4,106,414    12%   (*)    (*) 

(*) Revenue for the nine months ended had not exceeded 10% or more of the consolidated revenue.

 

9 

 

 

As of September 30, 2015 and December 31, 2014, the Company’s accounts receivable from these companies were:

 

   September 30, 2015   December 31, 2014 
   Amount   % of Total Accounts Receivable   Amount   % of Total Accounts Receivable 
Farglory Life Insurance Co.,Ltd.  $1,031,431    44%  $2,150,294    28%
Fubon Life Insurance Co., Ltd   478,064    20%   963,118    12%
AIA International Ltd.,Taiwan   -    -%   1,098,879    14%
TransGlobe Life Insurance Inc.   276,434    12%   735,755    10%
CTBC Life Insurance Co., Ltd   409,223    17%   1,200,562    16%

 

The Company's operations are in the PRC 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 and Taiwan, and by the state of each economy. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC 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.

 

Recent Accounting Pronouncements

 

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The ASU will require an acquirer to recognize provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined rather than restating prior periods. The ASU will be effective on a prospective basis for interim and annual period beginning after December 15, 2015. The Company will adopt this new standard beginning with the 2016 fiscal year, and does not expect the adoption of this standard to have a material impact on the Company's consolidated financial position, results of operations, cash flows, and related disclosures.

 

In May 2015, the FASB issued ASU 2015-09, Financial Services-Insurance (Topic 944): Disclosures about Short-Duration Contracts. The updated accounting guidance requires enhanced disclosures to provide additional information about insurance liabilities for short-duration contracts. The updated guidance is effective for annual financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within the annual periods beginning after December 15, 2016. The Company is currently evaluating the effect the updated guidance will have on the Company's financial statement disclosures.

 

In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent). The ASU removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient and also removes certain disclosure requirements. The new requirements are effective for the Company beginning January 1, 2016 with retrospective application to all periods presented required and early adoption permitted. The Company does not expect the ASU to materially affect our financial statements and disclosures.

 

In April 2015, the FASB issued ASU No. 2015-05, Intangibles-Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Agreement. The ASU will require an entity's management to assess, for each annual and interim period, whether a cloud computing arrangement includes a software license. All software licenses within the scope of Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets. If the arrangement does not include a software license, the arrangement should be accounted for as a service contract. The ASU will be effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. Entities will have the choice of prospective or retrospective adoption of the standard. The Company believes the adoption of this ASU will not have a material impact on its consolidated financial statements.

 

In April 2015, the FASB issued ASU No. 2015-03, Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs be presented as a deduction from the carrying amount of the debt liability, consistent with debt discounts or premiums. Recognition and measurement guidance for debt issuance costs is not affected by this ASU. The ASU is effective for periods beginning after December 15, 2015, and the Company does not expect the implementation to have a material effect on its financial position or results of operations.

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment in this update defers the effective date of ASU 2014-09 for all entities by one year to annual periods beginning after December 15, 2017. Early adoption is permitted as of the original effective date, interim and annual reporting periods after December 15, 2016. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company is still in the process of analyzing the effect of this new standard, including the transition method, to determine the impact on the Company's consolidated financial position, results of operations, cash flows, and related disclosures.

 

The FASB has issued ASU No. 2014-12, Compensation - Stock Compensation (ASC Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial position and results of operations.

 

NOTE 3 – CASH AND EQUIVALENTS

 

As of September 30, 2015 and December 31, 2014, our cash and equivalents primarily consisted of cash and certificates of deposits. The carrying amounts reported on the consolidated balance sheets for cash and cash equivalents approximate fair value.

 

10 

 

 

NOTE 4 - MARKETABLE SECURITIES

 

Marketable securities represent investment in equity securities of listed stocks and funds, which are classified as Level 1 securities as follows:

 

   September 30, 2015 
   Cost or   Gross     
   Amortized   Unrealized   Total 
   Cost   Gains (Losses)   Fair Value 
Level 1 securities:               
Stocks  $28,278   $(2,472)  $25,806 
Funds   2,408,728    (86,561)   2,322,167 
   $2,437,006   $(89,033)  $2,347,973 

 

   December 31, 2014 
   Cost or   Gross     
   Amortized   Unrealized   Total 
   Cost   Gains (Losses)   Fair Value 
Level 1 securities:               
Stocks  $31,210   $(2,932)  $28,278 
Funds   2,532,475    (123,747)   2,408,728 
   $2,563,685   $(126,679)  $2,437,006 

  

NOTE 5 – OTHER CURRENT ASSETS

 

The Company’s other current assets consisted of the following as of September 30, 2015 and December 31, 2014:

 

    September 30, 2015     December 31, 2014  
Prepaid rent and rent deposit   $ 163,461     $ 191,995  
Refundable business tax     1,880       912  
Prepaid expenses     384,280       77,150  
Other receivable     464,659       69,546  
Current assets associated with discontinued operations     161,295       174,308  
Others     -       60,556  
Total other current assets   $ 1,175,575     $ 574,467  

 

11 

 

 

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET

 

As of September 30, 2015 and December 31, 2014, the Company’s property, plant and equipment consisted of the following,

  

   September 30, 2015   December 31,2014 
Office Equipment  $1,050,287   $1,026,426 
Office Furniture   127,336    139,755 
Leasehold improvements   463,623    478,154 
Transportation equipment   86,216    89,240 
Other equipment   97,894    64,002 
Total   1,825,356    1,797,577 
Less: accumulated depreciation   (915,680)   (735,815)
Total property, plant and equipment, net  $909,676   $1,061,762 

  

NOTE 7 – INTANGIBLE ASSETS

 

As of September 30, 2015 and December 31, 2014, the Company’s intangible assets consisted the following:

 

   September 30, 2015   December 31, 2014 
Software  $608,827   $462,903 
Less accumulated amortization   (271,701)   (191,947)
Total other current assets  $337,126   $270,956 

 

Estimated future intangible amortization as of September 30, 2015 is as follows:

 

Years ending September 30,  Amount 
2016  $128,462 
2017   55,064 
2018   54,773 
2019   53,411 
2020   32,343 
Thereafter   13,073 
Total  $337,126 

   

NOTE 8 – LONG-TERM INVESTMENT

 

The Company classifies its investments as available-for-sale in accordance with ASC 320 “Debt and Equity Securities”, Investments – Debt and Equity Securities, and are reported at fair value. Unrealized gains and losses as a result of changes in the fair value of the available-for-sale investments are recorded as a separate component within accumulated other comprehensive income in the accompanying consolidated balance sheets.

 

The Company uses the cost method of accounting for investments in companies that do not have a readily determinable fair value in which it holds an interest of less than 20% and over which it does not have the ability to exercise significant influence. Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the investment is established.

 

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As of September 30, 2015 and December 31, 2014, the Company’s long-term investment consisted the following:

 

   September 30, 2015   December 31, 2014 
Equity Investment Co., Ltd  $1,162,461   $- 
Government Bonds   92,471    95,328 
Total  $1,254,932   $95,328 

 

The Company had the following long-term investment in equity:

 

Type  Investee  September 30, 2015 Investment Ownership   Amount 
Cost  Genius Insurance Broker Co., Ltd   15.64%  $1,162,461 

 

The Company received dividend of $234,217 from Genius Insurance Broker Co., Ltd in the year of 2015. According to ASC 325-20-35-1, the dividends received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reduction of cost of the investment. Since the divided received by the Company belongs to the retained earning accumulated prior to the acquisition date of the ling-term investment, the amount of $234,217 is classified as reduction of cost of the investment by the Company, instead of dividend income.

 

According to Taiwan regulatory requirements, Law Broker is required to maintain a minimum of NT$3,000,000 ($97,859) in a separate account. Law Broker chose to buy government bonds and has the right to trade such bonds with other debt or equity instruments. The amount, however, was defined as restricted asset.

  

   September 30, 2015 
   Cost or   Gross     
   Amortized   Unrealized   Total 
   Cost   Gains (Losses)   Fair Value 
Government bonds   92,471    -    92,471 
   $92,471   $-   $92,471 
                
   December 31, 2014 
   Cost or   Gross     
   Amortized   Unrealized   Total 
   Cost   Gains (Losses)   Fair Value 
Government bonds   95,405    (77)   95,328 
   $95,405   $(77)  $95,328 

 

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NOTE 9 – OTHER ASSETS

 

The Company’s other assets consisted of the following as of September 30, 2015 and December 31, 2014:

 

   September 30, 2015   December 31, 2014 
Restricted cash  $265,719   $162,906 
Rental deposits   398,207    384,670 
Prepaid intangible assets   198,407    - 
Others   -    39,946 
Total other assets  $862,333   $587,522 

 

Restricted cash is a deposit in bank by the Company in conformity with Provisions of the Supervision and Administration of Specialized Insurance Agencies, and cannot be withdrawn without the permission of the regulatory commission. Deposits include long-term leasing deposits.

  

NOTE 10 – ACQUISITION AND GOODWILL

 

(1) Acquisition of PFAL

 

On April 23, 2014, AHFL entered into a capital increase agreement (“Agreement”) with Wong Chun Kwok Johnny (“Mr Wong”), the owner of Prime Financial Asia Ltd (PFAL) which is a re-insurance broker company resided in Hong Kong. Upon the Agreement, Mr Wong would increase PFAL’s capital contribution from HK$500,000 to HK$1,470,000, and AHFL would contribute HK$1,530,000, approximately $197,335, to PFAL’s capital contribution. Upon the completion of capital increase by both parties, Mr. Wong and AHFL would own 49% and 51% of PFAL’s equity interest, respectively. The transaction was completed on April 30, 2014.

 

The FV of the net identifiable assets of PFAL at acquisition date was $324,871, and 51% of which was $165,684. The Company recorded $31,651 excess of purchase price over the FV of assets acquired and liabilities assumed acquired as goodwill. No intangible assets were identified as of the acquisition date. As of September 30, 2015, there were no any indications of the impairment of the goodwill.

 

(2) Acquisition of GHFL

 

On February 13, 2015, CUIS and AHFL entered into an acquisition agreement with the selling shareholder (Mr. Li Chwanhau, the director of the Company) of Genius Holdings Financial Limited ( “GHFL”), a company with limited liability incorporated under the laws of British Virgin Islands , to issue 352,166 fully paid and non-assessable shares of AHFL Common Stock together with an granted option for 352,166 shares of common stock of CUIS (“Option”), in exchange for 704,333 shares of common stock of GHFL, being all of the issued and outstanding capital stock of GHFL. Subsequent to the acquisition, GHFL became a wholly-owned subsidiary of CUIS. GHFL holds 100% issued and outstanding shares of Genius Investment Consultant Co., Ltd. (“Taiwan Genius”), a limited company incorporated under the laws of Taiwan, which in turn holds 15.64% issued and outstanding shares of Genius Insurance Broker Co., Ltd. (“Genius Broker”), a company limited by shares incorporated under the laws of Taiwan. Both GHFL and Taiwan Genius have no substantive business operation other than the holding of shares of its subsidiary. Genius Broker is primarily engaged in broker business across Taiwan. On February 13, 2015, the acquisition was completed; the selling shareholder transferred 100% shares in GHFL to AHFL. The Option has been exercised by the selling shareholder on March 31, 2015. The total fair value of AHFL 352,166 shares ($1,771,395) and CUIS 352,166 option ($1,711,562) at acquisition date was $3,482,957. The Company recorded $2,039,840 excess of purchase price as goodwill.

 

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The acquisition was accounted for under the purchase method of accounting. Accordingly, the results of GHFL have been included in the unaudited condensed consolidated financial statements since the date of acquisition. The purchase price has been allocated to the assets acquired and liabilities assumed based upon their estimated fair values and the price were allocated as follows:

 

   February 13, 2015 
Current assets  $321 
Long-term investment   1,488,829 
Goodwill   2,039,840 
Current liabilities   (46,033)
Total purchase price  $3,482,957 

 

No supplemental pro forma information is presented for the acquisition due to the immaterial effect of the acquisition on the Company’s results of operations.

   

NOTE 11 – TAXES PAYABLE

 

The Company’s taxes payable consisted of the following as of September 30, 2015 and December 31, 2014:

 

   September 30, 2015   December 31, 2014 
PRC Tax  $63,733   $172,765 
Taiwan Tax   743,108    747,142 
Total tax payable  $806,841   $919,907 

 

PRC tax represents income tax and other taxes accrued according to PRC tax law by our subsidiaries and CAE in the PRC. Taiwan tax represents income tax and other taxes accrued according to Taiwan tax law by our subsidiaries and branches in Taiwan. Both will be settled within the next twelve months according to the respective tax laws.

 

NOTE 12 – OTHER CURRENT LIABILITIES

 

Other current liabilities are as follows, as of September 30, 2015 and December 31, 2014:

 

   September 30, 2015   December 31, 2014 
Commissions payable to sub agents  $3,431,802   $5,311,365 
Salary payable to administrative staff   119,818    144,158 
Due to previous shareholders of AHFL   750,910    750,910 
Withholding employee personal tax   322,321    259,458 
Accrued expenses   1,252,134    2,844,166 
Current liabilities associated with discontinued operations   4,650    782 
Others   122,510    223,532 
Total other current liabilities  $6,004,145   $9,534,371 

  

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Commissions payable to sub-agents and salaries payable to administrative staff are usually settled within 12 months. The amount due to previous shareholders of AHFL is the remaining balance of the acquisition cost. Withholding employee personal tax will be paid to local tax bureau within one month. Accrued expenses are mainly for operating expenses payable within the credit terms provided by suppliers. Other mainly represents short term payable for expenses such as training and travelling.

 

NOTE 13 – LONG-TERM LIABILITIES

 

Long-term liabilities are as follows as of September 30, 2015 and December 31, 2014:

 

   September 30, 2015   December 31, 2014 
Unearned revenue  $7,201,172   $7,500,645 
Total other long-term liabilities  $7,201,172   $7,500,645 

 

On June 10, 2013, AHFL entered into a Strategic Alliance Agreement (the “Alliance Agreement”) with AIA International Limited Taiwan Branch (“AIATW”). The purpose of the Alliance Agreement is to promote life insurance products provided by AIATW within Taiwan by insurance agencies or brokerage companies affiliated with AHFL or CUIS. The term of the Alliance Agreement is from April 15, 2013 to August 31, 2018. Pursuance to the terms of the Alliance Agreement, AIATW paid AHFL the Execution Fee of $8,326,700 (NT$250,000,000, including the tax of NT$11,904,762), 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 “Supplemental Agreement”) with AIATW. In the Supplemental Agreement, the performance targets and the provision about refunding the Execution Fee when the performance targets are not met were revised. In the meantime, two parties agreed that the Alliance Agreement would be terminated when AHFL’s ownership in Law Enterprise or Law Enterprise’s ownership in Law Broker changed by 30% or above. The term of the Alliance Agreement is changed to the period from June 1, 2013 through December 31, 2020.

 

According to the revised agreement, as of September 30, 2015, the Company did not book any short-term unearned revenue since it did not expect to achieve the sales target within the next twelve months, and the Company booked the whole $7,201,172 as long-term liability.

 

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NOTE 14 – STATUTORY RESERVES

 

According to Taiwan accounting rules and corporation regulations, the company’s subsidiaries in Taiwan must appropriate 10% of net income to statutory reserves until the accumulated reserve hits registered capital. The reserve can be converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them, with a limitation that the reserve left is not less than 25% of the registered capital after converting to share capital.

 

Pursuant to the PRC regulations, the Company’s Consolidated Affiliated Entities (“CAE”) are required to transfer 10% of their net profit, as determined under the PRC accounting regulations, to a Statutory Common Reserve Fund (“Reserve Fund”). Appropriation to the Reserve Fund may cease when the fund equals 50% of a company’s registered capital or when a company has accumulated losses. The transfer to this reserve must be made before distribution of dividends to shareholders. The Company’s CAE did not appropriate such reserve as they have accumulated losses.

  

NOTE 15 – INCOME TAX

 

CU WFOE and the VIEs in the PRC are governed by the Income Tax Law of the PRC concerning the private-run enterprises, which are generally subject to tax at 25% on income reported in the statutory financial statements after appropriated adjustments. Except for Jiangsu Law, according to the requirement of local tax authorities, the tax basis is deemed as 10% of total revenue, instead of net income. The tax rate of Jiangsu Law is also 25%.

 

The Company’s subsidiaries in Taiwan are governed by the Income Tax Law of Taiwan, and are generally subject to tax at 17% on income reported in the statutory financial statements after appropriate adjustments. In the meanwhile, Income Tax Law of Taiwan provides that a company is taxed at additional 10% on any undistributed earnings to its shareholders. 

 

The following table reconciles the US statutory rates to the Company’s effective tax rate for the three months ended September 30, 2015 and 2014:

 

   Three months ended
September 30, 2015
   Three months ended
September 30, 2014
 
US statutory rate   34%   34%
Tax rate difference   (95)%   (8)%
Income tax on undistributed earnings   92%   (1)%
Loss in subsidiaries   285%   (25)%
Un-deductible and non-taxable items   (9)%   2%
Tax per financial statements   307%   2%

  

The following table reconciles the US statutory rates to the Company’s effective tax rate for the nine months ended September 30, 2015 and 2014:

 

   Nine months ended
September 30, 2015
   Nine months ended
September 30, 2014
 
US statutory rate   34%   34%
Tax rate difference   (29)%   (40)%
Income tax on undistributed earnings   16%   76%
Loss in subsidiaries   30%   65%
Change in tax status   -%   1%
Un-deductible and non-taxable items   3%   7%
Tax per financial statements   54%   143%

  

Un-deductible and non-taxable items mainly represent un-deductible expenses according to PRC tax laws and the non-taxable tax income or loss.

 

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NOTE 16 – RELATED PARTY TRANSACTIONS

 

On February 13, 2015, CUIS and AHFL entered into an acquisition agreement with Mr. Li Chwan Hau (the director of the Company), the selling shareholder of Genius Holdings Financial Limited. (Please see detail in Note 10 (2))

 

Due to related parties

 

The related parties listed below loaned money to the Company for working capital. Due to related parties consisted of the following as of September 30, 2015 and December 31, 2014:

 

   September 30, 2015   December 31, 2014 
Due to Mr. Mao (Principal Shareholder of the Company)  $283,294   $214,165 
Due to Mr. Zhu (Legal Representative of Jiangsu Law)   2,179    2,255 
Due to Mrs. Lee (Director of CUIS)   -    315,027 
Due to Genius Broker (*)   32,166    - 
Total  $317,639   $531,447 

  

On December 23, 2014, AHFL entered into a Loan Agreement (the “Loan Agreement”) with Lee Shu-Fen (“Ms. Lee”), the Series A Director of the Company. Pursuant to the Loan Agreement, Mrs. Lee provided a loan in the amount of $314,644 (NTD10 million) (the “Loan”) to AHFL. The term for the Loan is from December 23, 2014 to December 22, 2015 with a fixed interest rate at 1.5%. The principal amount of the Loan together with the accrued interest shall be paid in one lump sum before December 22, 2015. The entire loan and interest amount of $288 have been paid off in January 2015.

 

(*) The legal representative of the Genius Broker serves as one of the board members of CUIS.

 

NOTE 17 – COMMITMENTS

 

Operating Leases

  

The Company has operating leases for its offices. Rental expenses for the nine months ended September 30, 2015 and 2014 were $1,389,274 and $1,286,054, respectively. Rental expenses for the three months ended September 30, 2015 and 2014 were $506,921 and $402,545, respectively. At September 30, 2015, total future minimum annual lease payments under operating leases were as follows, by years:

 

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Twelve months ended September 30, 2016  $1,892,494 
Twelve months ended September 30, 2017   1,037,776 
Twelve months ended September 30, 2018   588,781 
Twelve months ended September 30, 2019   148,243 
Twelve months ended September 30, 2020   20,087 
Total  $3,687,381 

 

Acquisition Agreement

 

On February 22, 2015, the Company and the selling shareholder of GHFL entered into an Amendment to the Acquisition Agreement dated February 13, 2015, pursuant to which if the Guaranteed Price per share is higher than the Average Price per share, then the Parties shall negotiate in good faith on an adjustment to the Purchase Price as necessary, if any.

 

NOTE 18 - DISCONTINUED OPERATION 

 

In the fourth quarter of 2014, the shareholders of the Law Management and Law Agent made the resolution to dissolve Law Management and Law Agent, respectively, because those companies have not been in operation. The dissolution of Law Management and Law Agent was approved by the Taiwan (R.O.C) Government on November 26, 2014 and on January 13, 2015, respectively. The liquidator was appointed by the shareholders of the Law Management and Law Agent and the liquidator will complete the liquidation process no later than six months from the appointment date. Law Management is currently in the process of liquidation and Law Agent has completed the liquidation process and filed the liquidation completion declaration to the court during the three months ended September 30, 2015.

 

Law Management and Law Agent were acquired by the Company together with their parent Company, Law Enterprise, on August 24, 2012. As of September 30, 2015, Law Agent has completed the liquidation process and proceeded to file the liquidation completion declaration to the court. . The Total Assets and Total Liabilities of Law Management as of September 30, 2015 and December 31, 2014 are as follows:

 

  

As of September 30,

2015

   As of December 31, 2014 
Total Assets (including cash)   161,301    334,512 
Total Liabilities   5,115    255,954 

 

The combined Revenue, Net Loss and EPS of Law Management and Law Agent for the nine months ended September 30, 2013 and the year ended December 31, 2014 are as follows:

 

   Nine Months Ended September 30, 2015   Year Ended December 31, 2014 
Revenue   -    - 
Net Loss   (1,058)   (3,270)
EPS   -    - 

  

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NOTE 19 – FINANCIAL RISK MANAGEMENT AND FAIR VALUE

  

The Company has exposure to credit, liquidity and market risks which arise in the normal course of its business. This note presents information about the Company's exposure to each of these risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.

   

The Board of Directors (“BOD”) has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

 

The Company's BOD oversees how management monitors compliance with the Company's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. 

 

(a) Credit risk 

 

The Company's credit risk arises principally from accounts and other receivables, pledged deposits and cash and equivalents. Management has a credit policy in place and monitors exposures to these credit risks on an ongoing basis. The carrying amounts of trade and other receivables, pledged deposits and cash and cash equivalents represent the Company's maximum exposure to credit risks. Accounts receivable are due within 30 days from the date of billing.

 

(b) Liquidity risk

 

The BOD of the Company is responsible for the overall cash management and raising borrowings to cover expected cash demands. The Company regularly monitors its liquidity requirements, to ensure it maintains sufficient reserves of cash and readily realizable marketable securities and adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and longer term.

 

(c) Currency risk

 

The functional currency for the subsidiaries in Taiwan is NT$ and the functional currency for the subsidiaries and VIEs in PRC is RMB. The financial statements of the Company are in USD. The fluctuation of NT$ and RMB will affect our operating results expressed in USD. The Company reviews its foreign currency exposures. The management does not consider its present foreign exchange risk to be significant.

 

NOTE 20 – GEOGRAPHICAL REVENUE

 

The geographical distribution of China United’s revenue for the nine months ended September 30, 2015 and 2014 were as follows:

 

   Three months ended September 30, 
Geographical Areas  2015   2014 
PRC  $1,315,641   $748,295 
Taiwan   10,126,884    9,046,763 
   $11,442,525   $9,795,058 

   

   Nine months ended    September 30, 
Geographical Areas  2015   2014 
PRC  $4,194,921   $2,137,652 
Taiwan   31,361,236    28,852,271 
   $35,556,157   $30,989,923 

  

NOTE 21 – LOAN TO SHAREHOLDERS

  

Anhou Registered Capital Increase

 

On April 27, 2013, China Insurance Regulatory Commission mandated any insurance agency have a minimum registered capital requirement of RMB50 million (approximately $ 8 million). At the time, Anhou, a professional insurance agency with a PRC nationwide license, had a registered capital of RMB10 million (approximately $ 1.6 million). To better implement its expansion strategies, Anhou intends to increase its registered capital to RMB50 million so that it can set up new branches in any province beyond its current operations in Mainland China.

 

Due to certain restriction on direct foreign investment in insurance agency business under current PRC legal requirements, Anhou sought investments from certain Investor Borrowers who in turn needed funds through individual loans.

 

On June 9, 2013, AHFL entered into a Loan Agreement with ZLI Holdings, whereby AHFL agreed to provide a loan to ZLI Holdings of RMB40 million ($6,389,925). The term for such loan is 10 years which may be extended upon the agreement of the parties. The loan was remitted to ZLI Holdings on August 30, 2013. In August 2013, ZLI Holdings entered into three loan agreements (“Investor Loan Agreements”) with the following independent third parties, collectively, the Investor Borrowers:

 

1.Able Capital Holding Co., Ltd., a limited liability company established and registered in Hong Kong (RMB29,500,000 ($4,712,570))

 

2.Mr. Chen Li, PRC citizen (RMB3,000,000 ($479,244))

 

3.Ms. Yue Jing, PRC citizen (RMB7,500,000 ($1,198,111))

 

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The term for the above loans is 10 years which may be extended upon the agreement of the parties. Pursuant to the Investor Loan Agreements, each of the Investor Borrowers entered into a binding VIE agreement with Anhou, the WFOE and certain existing shareholders of Anhou. The proceeds received from the said loans by the Investor Borrowers were solely used to increase the registered capital of Anhou. As of September 30, 2015 and December 31, 2014, the loan was offset against equity.

  

On October 20, 2013, the investor borrowers increased Anhou’s registered capital by RMB 40 million ($6,389,925).

 

NOTE 22 – 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 other subsequent events or transactions that require recognition or disclosures in the consolidated financial statements.

  

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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 report. 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

 

We provide 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 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 net revenues from Taiwan life insurance products were 81.94% and 87.65% of total net revenues for the nine months ended September 30, 2015 and 2014, respectively. Total net revenues from PRC life insurance products were 10.76% and 5.90% of total net revenues for the nine month ended September 30, 2015 and 2014, 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

 

Taiwan subsidiary commenced sale of automobile insurance, casualty insurance and liability insurance business in August 2003. Total net revenues from Taiwan property and casualty insurance products were 5.82% and 5.45% of total net revenues for the nine months ended September 30, 2015 and 2014, respectively. CAE commenced its sales of commercial property insurance in 2009 and developed its automobile insurance business in 2010. Total net revenues from PRC property and casualty insurance products were 1.48% and 1.00% of total net revenues for the nine months ended September 30, 2015 and 2014, respectively.

 

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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. Our significant accounting policies are described in Note 2 of “Summary of Significant Accounting Policies” included within our 2014 Annual Report on Form 10-K filed with the Securities and Exchange Commission. Following is a discussion of the accounting policies that we believe involve the most difficult, subjective or complex judgments and estimates. 

 

Accrued Expense

 

As part of the process of preparing our financial statements, we are required to estimate accrued expenses. The estimation basis of the majority of the accrued expenses is dependent on our sales force’s achievement of the sales targets identified by our clients. Examples of estimated accrued expenses include brokerage commission bonus, such as bonus payable to our sales agents, and incentive program rewards, such as the estimated expenditures to fund the reward programs. We develop estimates of liabilities using our judgment based upon the facts and circumstances known at the time.

 

Long-term investment

 

The Company classifies its investments as available-for-sale in accordance with ASC 320 “Debt and Equity Securities”, Investments – Debt and Equity Securities, and are reported at fair value. Unrealized gains and losses as a result of changes in the fair value of the available-for-sale investments are recorded as a separate component within accumulated other comprehensive income in the accompanying consolidated balance sheets.

 

The Company uses the cost method of accounting for investments in companies that do not have a readily determinable fair value in which it holds an interest of less than 20% and over which it does not have the ability to exercise significant influence. Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the investment is established.

 

Recent Accounting Pronouncements

 

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The ASU will require an acquirer to recognize provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined rather than restating prior periods. The ASU will be effective on a prospective basis for interim and annual period beginning after December 15, 2015. The Company will adopt this new standard beginning with the 2016 fiscal year, and does not expect the adoption of this standard to have a material impact on the Company's consolidated financial position, results of operations, cash flows, and related disclosures.

 

In May 2015, the FASB issued ASU 2015-09, Financial Services-Insurance (Topic 944): Disclosures about Short-Duration Contracts. The updated accounting guidance requires enhanced disclosures to provide additional information about insurance liabilities for short-duration contracts. The updated guidance is effective for annual financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within the annual periods beginning after December 15, 2016. The Company is currently evaluating the effect the updated guidance will have on the Company's financial statement disclosures.

 

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In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent). The ASU removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient and also removes certain disclosure requirements. The new requirements are effective for the Company beginning January 1, 2016 with retrospective application to all periods presented required and early adoption permitted. The Company does not expect the ASU to materially affect our financial statements and disclosures.

 

In April 2015, the FASB issued ASU No. 2015-05, Intangibles-Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Agreement. The ASU will require an entity's management to assess, for each annual and interim period, whether a cloud computing arrangement includes a software license. All software licenses within the scope of Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets. If the arrangement does not include a software license, the arrangement should be accounted for as a service contract. The ASU will be effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. Entities will have the choice of prospective or retrospective adoption of the standard. The Company believes the adoption of this ASU will not have a material impact on its consolidated financial statements.

 

In April 2015, the FASB issued ASU No. 2015-03, Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs be presented as a deduction from the carrying amount of the debt liability, consistent with debt discounts or premiums. Recognition and measurement guidance for debt issuance costs is not affected by this ASU. The ASU is effective for periods beginning after December 15, 2015, and the Company does not expect the implementation to have a material effect on its financial position or results of operations.

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment in this update defers the effective date of ASU 2014-09 for all entities by one year to annual periods beginning after December 15, 2017. Early adoption is permitted as of the original effective date, interim and annual reporting periods after December 15, 2016. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company is still in the process of analyzing the effect of this new standard, including the transition method, to determine the impact on the Company's consolidated financial position, results of operations, cash flows, and related disclosures.

 

The FASB has issued ASU No. 2014-12, Compensation - Stock Compensation (ASC Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial position and results of operations.

 

24 

 

 

Overview of the three months ended September 30, 2015 and 2014

 

The following table shows the results of operations for the three months ended September 30, 2015 and 2014:

 

   Three Months Ended September 30,         
   2015   2014       Percentage 
   (Unaudited)   (Unaudited)   Change   Change 
                 
Revenues  $11,442,525   $9,795,058   $1,647,467    17%
Cost of revenue   7,382,823    5,984,679    1,398,144    23%
Gross profit   4,059,702    3,810,379    249,323    7%
Gross profit margin   35%   39%   15%     
                     
Operating expenses:                    
Selling   1,020,934    1,703,365    (682,431)   (40)%
General and administrative   2,907,104    3,114,005    (206,901)   (7)%
Total operating expenses   3,928,038    4,817,370    (889,332)   (18)%
                     
Income (loss) from operations   131,664    (1,006,991)   1,138,655    (113)%
                     
Other income (expenses):                    
Interest income   77,411    54,001    23,410    43%
Other - net   (135,280)   158,359    (293,639)   (185)%
Total other income (expenses)   (57,869)   212,360    (270,229)   (127)%
                     
Income (loss) before income taxes   73,795    (794,631)   868,426    (109)%
Income tax expense   226,397    (12,753)   239,150    (1875)%
                     
Net income (loss)   (152,602)   (781,878)   629,276    (80)%
Net income attributable to the noncontrolling interests   253,878    (27,876)   281,754    (1011)%
Net income (loss) attributable to parent's shareholders   (406,480)   (754,002)   347,522    (46)%

 

Revenues

 

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 both Taiwan and People’s Republic of China (“PRC”). 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 September 30, 2015 and 2014, the revenue generated respectively from Taiwan and PRC is as follows:

 

   Three months ended September 30, 
Geographical Areas  2015   2014 
PRC  $1,315,641   $748,295 
Taiwan   10,126,884    9,046,763 
   $11,442,525   $9,795,058 

 

25 

 

 

During the three months ended September 30, 2015, 88.50% and 11.50% of our revenues in our unaudited consolidated financial statements were derived from our Taiwan Subsidiaries and Consolidated Affiliated Entities (“CAE”) in PRC, respectively. During the three months ended September 30, 2014, 92.36% and 7.64% of our revenues in our unaudited consolidated financial statements were derived from our Taiwan Subsidiaries and CAE, respectively.

 

Total revenues increased by $1,647,467, or 17%, from $9,795,058 for the three months ended September 30, 2014 to $11,442,525 for the three months ended September 30, 2015, which is mainly due to the increase of the revenue in Taiwan and PRC for the following reasons,

 

a) The sales of the products of CTBC Life Insurance Co., Ltd. (“CTBC”) increased in 2015 because China Trust has its long-lasting soundly reputation in the local Taiwan market. Many of its insurance products are among the best seller of the company’s items.  In April, 2015, CTBC launched a newly designed life-time life insurance product, which bears variable interest rate and coverages, and the subject product, given its flexibility to address diverse needs, gains the popularity among the customers, leading to the higher sales compared with that for the three months ended September 30, 2014.    
   
b) The company relocated its headquarters from Henan to Nanjing in the year of 2014 and tried to exploit more and more local markets and to expand its customer base in the PRC area. By setting up more and more business branch, accompanying with the company’s improved capability to serve more customers in different provinces, the company has gained its notability in China and thus generating more and more revenue for the period ended September 30, 2015.

 

Cost of revenue and gross profit

 

The cost of revenue mainly consists of commissions paid to our sales agents. The cost of revenue for the three months ended September 30, 2015 increased by $1,398,144 or 23%, to $7,382,823 compared to $5,984,679 for the three months ended September 30, 2014. The cost of revenue increased with the increase in revenue.

 

a) Direct commission cost: Compared with the comparable period of 2014, the share of the first-year commission (FYC) revenue in the total revenue increased. Accordingly, the cost matched with the FYC revenue increased. Compared with the commission cost of other types of commission revenue, the cost of the FYC is higher.

 

b) Indirect commission cost: With the increase in sales, indirect commission cost, including special allowance, high-performance awards, practicing bonus, etc. increased compared to the comparable period of 2014.

 

The gross profit for the three months ended September 30, 2015 increased by $249,323 or 7%, to $4,059,702 compared to $3,810,379 for the three months ended September 30, 2014. The gross profit ratio decreased to 35% for the three months ended September 30, 2015 from 39% for the three months ended September 30, 2014. The decrease was mainly because the bonuses and awards to subagents increased and the share of revenue from the FYC increased in the total revenue compared to the three months ended September 30, 2014.

  

26 

 

 

Selling expenses

 

Selling expenses mainly occurred in Law Broker, representing the expense for marketing promotion. The selling expense for the three months ended September 30, 2015 decreased by $682,431 or 40%, to $1,020,934 compared to $1,703,365 for the three months ended September 30, 2014. The decrease is mainly a result from the decrease of the advertisement expense and other business expenses incurred by the sales department.

 

General and administrative expenses

 

The general and administrative (“G&A”) expenses principally comprise of salaries and benefits for our administrative staff, office rental expenses, travel expenses, depreciation and amortization, entertainment expenses, and professional service fees to the auditor and attorney.

 

For the three months ended September 30, 2015, G&A expenses were $2,907,104, decreased by $206,901, or 7%, compared with $3,114,005 for the three month ended September 30, 2014, which mainly due to the rate of the business tax directly related to sales in Taiwan Subsidiaries increased from 2% to 5% from July 2014. The rate of the subject business tax was back to 2% from March 2015.

 

Other income (expenses)

 

Net other income (expenses) for the three months ended September 30, 2015 was $(57,869) and the net other income (expenses) for the three months ended September 30, 2014 was $212,360. Other income (expense) mainly consists of interest income, gain on change of fair value of marketable securities and loss on disposal of fixed assets. Compared with the three month ended September 30, 2015, net other income decreased due to the increase of other expenses and loss on disposal of fixed assets.

 

Income tax

 

For the three months ended September 30, 2015, the income tax expense was $226,397, increased by $239,150, or 1875%, compared with $(12,753) for the three months ended September 30, 2014. The increase was mainly due to increase income before income taxes for the three months ended September 30, 2015 compared to the three months ended September 30, 2014.

 

The Company’s subsidiaries in Taiwan are governed by the Income Tax Law of Taiwan, and are generally subject to tax at 17% on income reported in the statutory financial statements after appropriate adjustments. In the meanwhile, Income Tax Law of Taiwan provides that a company is taxed at additional 10% on any undistributed earnings to its shareholders.

 

CU WFOE and the CAEs in the PRC are governed by the Income Tax Law of the PRC concerning the private-run enterprises, which are generally subject to tax at 25% on income reported in the statutory financial statements after appropriated adjustments. According to the requirement of local tax authorities, the taxable income of Jiangsu Law is deemed as 10% of total revenue, instead of the income before income tax. The tax rate of Jiangsu Law is also 25%.

 

Discontinued operations

 

Law Agent has completed the liquidation process and proceeded to file the liquidation completion declaration to the court for the three months ended September 30, 2015.

 

27 

 

 

Overview of the nine months ended September 30, 2015 and 2014

 

The following table shows the results of operations for the nine months ended September 30, 2015 and 2014:

 

   Nine Months Ended September 30,         
   2015   2014       Percentage 
   (Unaudited)   (Unaudited)   Change   Change 
                 
Revenues  $35,556,157   $30,989,923   $4,566,234    15%
Cost of revenue   23,764,574    19,683,245    4,081,329    21%
Gross profit   11,791,583    11,306,678    484,905    4%
Gross profit margin   33%   36%   11%     
                     
Operating expenses:                    
Selling   1,635,494    2,444,031    (808,537)   (33)%
General and administrative   8,882,547    8,433,578    448,969    5%
Total operating expenses   10,518,041    10,877,609    (359,568)   (3)%
                     
Income from operations   1,273,542    429,069    844,473    197%
                     
Other income:                    
Interest income   174,324    147,954    26,370    18%
Other - net   107,153    244,260    (137,107)   (56)%
Total other income   281,477    392,214    (110,737)   (28)%
                     
Income before income taxes   1,555,019    821,283    733,736    89%
Income tax expense   845,556    1,171,602    (326,046)   (28)%
                     
Net income (loss)   709,463    (350,319)   1,059,782    (303)%
Net income attributable to the noncontrolling interests   827,066    524,522    302,544    (58)%
Net income (loss) attributable to parent's shareholders   (117,603)   (874,841)   757,238    (87)%

 

Revenues

 

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 both Taiwan and People’s Republic of China (“PRC”). We generate revenue primarily through our sales force, which consists of individual sales agents in our distribution and service network. For the nine months ended September 30, 2015 and 2014, the revenue generated respectively from Taiwan and PRC is as follows:

 

   Nine months ended September 30, 
Geographical Areas  2015   2014 
PRC  $4,194,921   $2,137,652 
Taiwan   31,361,236    28,852,271 
   $35,556,157   $30,989,923 

 

28 

 

 

During the nine months ended September 30, 2015, 88.20% and 11.80% of our revenues in our unaudited consolidated financial statements were derived from our Taiwan Subsidiaries and Consolidated Affiliated Entities (“CAE”) in PRC, respectively. During the nine months ended September 30, 2014, 93.10% and 6.90% of our revenues in our unaudited consolidated financial statements were derived from our Taiwan Subsidiaries and CAE, respectively.

 

Total revenues increased by $4,566,234, or 15%, from $30,989,923 for the nine months ended September 30, 2014 to $35,556,157 for the nine months ended September 30, 2015, which is mainly due to the increase of the revenue in Taiwan and PRC for the following reasons,

 

a) The sales of the products of Farglory Life Insurance Co., Ltd (“Farglory”) increased in 2015 because Farglory bundles its life insurance products to better customize each of its clients’ appeals. By combining insurance contracts with diversified term, premium, and coverage arrangements, the increased flexibility of the products of Farglory drew more attentions from the company’s customer and thus boosting the sales performance for the period ended September 30, 2015.
   
b) The sales of the products of CTBC Life Insurance Co., Ltd. (“CTBC”) increased in 2015 because China Trust has its long-lasting soundly reputation in the local Taiwan market. Many of its insurance products are among the best seller of the company’s items. In fourth quarter of 2014, CTBC launched a newly designed insurance product focuses on the coverage of the handicap medical care that provides the solution for the absence of the coverage from the government funded health insurance; in April, 2015, CTBC launched a newly designed life-time life insurance product, which bears variable interest rate and coverages, and the subject product, given its flexibility to address diverse needs, gains the popularity among the customers, leading to the higher sales compared with that for the nine months ended September 30, 2014.
   
c) The company relocated its headquarters from Henan to Nanjing in the year of 2014 and tried to exploit more and more local markets and to expand its customer base in the PRC area. By setting up more and more business branch, accompanying with the company’s improved capability to serve more customers in different provinces, the company has gained its notability in China and thus generating more and more revenue for the period ended September 30, 2015.

 

Cost of revenue and gross profit

 

The cost of revenue mainly consists of commissions paid to our sales agents. The cost of revenue for the nine months ended September 30, 2015 increased by $4,081,329 or 21%, to $23,764,574 compared to $19,683,245 for the nine months ended September 30, 2014. The cost of revenue increased with the increase in revenue.

 

a) Direct commission cost: Compared with the comparable period of 2014, the share of the first-year commission (FYC) revenue in the total revenue increased. Accordingly, the cost matched with the FYC revenue increased. Compared with the commission cost of other types of commission revenue, the cost of the FYC is higher.

 

b) Indirect commission cost: With the increase in sales, indirect commission cost, including special allowance, high-performance awards, practicing bonus, etc. increased compared to the comparable period of 2014.

 

29 

 

 

The gross profit for the nine months ended September 30, 2015 increased by $484,905 or 4%, to $11,791,583 compared to $11,306,678 for the nine months ended September 30, 2014. The gross profit ratio decreased to 33% for the nine months ended September 30, 2015 from 36% for the nine months ended September 30, 2014. The decrease was mainly because the bonuses and awards to subagents increased and the share of revenue from the FYC increased in the total revenue compared to the nine months ended September 30, 2014.

  

Selling expenses

 

Selling expenses were mainly occurred in Law Broker, representing the expense for marketing promotion. The selling expense for the nine months ended September 30, 2015 decreased by $808,537 or 33%, to $1,635,494 compared to $2,444,031 for the nine months ended September 30, 2014. The decrease is mainly results from the decrease of the advertisement expense and other business expenses incurred by the sales department.

 

General and administrative expenses

 

The general and administrative (“G&A”) expenses principally comprise of salaries and benefits for our administrative staff, office rental expenses, travel expenses, depreciation and amortization, entertainment expenses, and professional service fees to the auditor and attorney.

 

For the nine months ended September 30, 2015, G&A expenses were $8,882,547, increased by $448,969, or 5%, compared with $8,433,578 for the nine month ended September 30, 2014, which mainly due to the rate of the business tax directly related to sales in Taiwan Subsidiaries increased from 2% to 5% from July 2014. The rate of the subject business tax was back to 2% from March 2015. In addition, the G&A expense increased in Anhou due to the fact the company recently moved its headquarter to Nanjing in April 2014 and requires more expenditures to start the business operation and increased the number of employee in Nanjing.

 

Other income

 

Net other income for the nine months ended September 30, 2015 was $281,477 and the net other income for the nine months ended September 30, 2014 was $392,214. Other income (expense) mainly consists of interest income, gain on change of fair value of marketable securities and loss on disposal of fixed assets. Compared with the nine month ended September 30, 2015, net other income decreased due to the increase of other expenses and loss on disposal of fixed assets.

 

Income tax

 

For the nine months ended September 30, 2015, the income tax expense was $845,556, decreased by $326,046, or 28%, compared with $1,171,602 for the nine months ended September 30, 2014. The decrease was mainly due to the company paid additional 10% on any undistributed earnings income tax from prior period for the nine months ended September 30, 2015 compared to that for the nine months ended September 30, 2014.

 

The Company’s subsidiaries in Taiwan are governed by the Income Tax Law of Taiwan, and are generally subject to tax at 17% on income reported in the statutory financial statements after appropriate adjustments. In the meanwhile, Income Tax Law of Taiwan provides that a company is taxed at additional 10% on any undistributed earnings to its shareholders.

 

CU WFOE and the CAEs in the PRC are governed by the Income Tax Law of the PRC concerning the private-run enterprises, which are generally subject to tax at 25% on income reported in the statutory financial statements after appropriated adjustments. According to the requirement of local tax authorities, the taxable income of Jiangsu Law is deemed as 10% of total revenue, instead of the income before income tax. The tax rate of Jiangsu Law is also 25%.

 

30 

 

 

Discontinued operations

 

Law Agent has completed the liquidation process and proceeded to file the liquidation completion declaration to the court for the nine months ended September 30, 2015.

 

Liquidity and Capital Resources

 

The following table represents a comparison of the net cash provided by operating activities, net cash provided by (used in) operating activities, net cash provided by (used in) investing activities and net cash used in financing activities for the nine months ended September 30, 2015 and 2014:

 

  

Nine Months Ended

September 30,

     
   2015   2014       Percentage 
   (UNAUDITED)   (UNAUDITED)   Change   Change 
Net cash provided by operating activities  $559,920   $250,958    308,962    123%
Net cash provided by (used in) investing activities   (312,943)   1,281,917    (1,594,860)   (124)%
Net cash provided by (used in) financing activities   (178,562)   45,527    (224,089)   (492)%

 

Operating activities

 

Net cash provided by operating activities during nine months ended September 30, 2015 was $559,920, increased by 308,962 in comparison with $250,958 net cash provided by operating activities during nine months ended September 30, 2014. The increase was mainly due to increased net income for the nine months ended September 30, 2015 compared to that for the nine months ended September 30, 2014.

  

Investing activities

 

Net cash used in investing activities was $312,943 during the nine months ended September 30, 2015, which is mainly due to the increased purchase of property, plan equipment and purchase of intangible assets. The net cash provided by investing activities was $1,281,917 for the nine months ended September 30, 2014, which is mainly due to the sale of investment in current deposit assets during the period.

 

Financing activities

 

Net cash used in financing activities was $178,562 during the nine months ended September 30, 2015, which is the result of repayment of the borrowings from the Company’s related parties. Net cash provided by financing activities was $45,527 during the nine months ended September 30, 2014, which is the result of the borrowings from the Company’s related parties.

 

31 

 

 

Related Party Loan and Loans to Unrelated Third Parties

 

Anhou Registered Capital Increase

 

On April 27, 2013, the China Insurance Regulatory Commission (“CIRC”) issued the Decision on Revising the Provisions of the Supervision and Administration of Specialized Insurance Agencies (the “Decision on Revising the Agency Provisions”), pursuant to which, CIRC mandated any insurance agency established subsequent to the Decision on Revising the Agency Provisions to meet a minimum registered capital requirement of RMB50 million (approximately $ 8 million). On May 16, 2013, CIRC issued Notice for Further Clarification on Related Issues of Access to Professional Insurance Intermediary Market (the “Notice”), pursuant to which, professional insurance agencies established prior to the issuance of the Decision on Revising the Agency Provisions, with registered capital less than RMB50 million (approximately $8 million) can continue to operate its existing business within the provinces where they have a registered office or branch office, but shall not set up any new branches in any provinces where it has no registered office or a branch office.

  

Prior to the capital increase, Anhou, a professional insurance agency with a PRC nationwide license, used to have a registered capital of RMB10 million (approximately $1.6 million). The branch offices of Anhou currently were all in Henan province. To better implement its expansion strategies, Anhou intended to increase its registered capital to RMB50 million (approximately $8 million) to meet the requirement of CIRC so that it can set up new branches in any province beyond its current operations in Mainland China.

  

Due to certain restrictions on direct foreign investment in insurance agency business under current PRC legal regime, Anhou has sought certain investments made by the Investor Borrowers and they may need funds through individual loans. Upon the completion of the contemplated increase of registered capital of Anhou, each Investor Borrower shall, or cause their designated persons to, enter into the Variable Interest Entities Agreement with CU WFOE, Anhou and other parties so as to consolidate any additional VIE interest generated from the said registered capital increase into the Company.

 

On June 9, 2013, AHFL entered into a Loan Agreement (the “Company Loan Agreement”) with CU Hong Kong.

 

Under the Company Loan Agreement, AHFL agreed to provide a loan to the CU Hong Kong with the principal amount equal to the US Dollar equivalent of RMB40,000,000 ($6,389,925). The term for such was ten years which could be extended upon the agreement of the parties. The amount of such loan was remitted to the account of CU Hong Kong on August 30, 2013.

 

In August 2013, the CU Hong Kong entered into several Loan Agreements (collectively, the “Investor Loan Agreements”) with the following unrelated parties: Able Capital Holding Co., Ltd., a limited liability company established and registered in Hong Kong, Mr. Chen Li and Ms. Yue Jing, both PRC citizens (collectively, the “Investor Borrowers”).

 

Under the Investor Loan Agreements, the Investor Borrowers loaned cash from CU Hong Kong for their investment in Anhou and CU Hong Kong agreed to provide certain loans to each of the Investor Borrowers with an aggregate principal amount equal to the US Dollar equivalent of RMB40,000,000 ($6,389,925). The term for such loans was ten years which could be extended upon the agreement of the parties. Pursuant to the Investor Loan Agreements, each of the Investor Borrowers covenants to enter into certain Variable Interest Entities Agreements with Anhou, CU WFOE and certain existing shareholders of Anhou. The proceeds received from the said loans by the Investor Borrowers shall be solely used to increase the registered capital of Anhou, and CU Hong Kong may determine the repayment methods including transferring of the Investor Borrowers’ corresponding registered capital in Anhou or through other manner as full payment of the loans subject to terms and conditions therein in the event that the Investor Borrowers fails to repay the loan in currency to CU Hong Kong.

 

32 

 

 

The specific amounts loaned to the Investor Borrowers were as follows:

 

Able Capital Holding Co., Ltd.: RMB29,500,000 ($4,712,570)

Mr. Chen: RMB3,000,000 ($479,244)

Ms. Yue: RMB7,500,000 ($1,198,111)

 

On October 20, 2013, the Investor Borrowers, through certain nominees, increased Anhou’s registered capital by RMB 40 million ($6,389,925).

 

Related Party Loan

 

On December 23, 2014, AHFL entered into a Loan Agreement (the “Loan Agreement”) with Lee Shu-Fen (“Ms. Lee”), the Series A Director of the Company. Pursuant to the Loan Agreement, Mrs. Lee provided a loan in the amount of $314,644 (NTD10 million) (the “Loan”) to AHFL. The term for the Loan is from December 23, 2014 to December 22, 2015 with a fixed interest rate at 1.5%. The principal amount of the Loan together with the accrued interest shall be paid in one lump sum before December 22, 2015. In January 2015, the principal amount of this loan together with the accrued interests was fully repaid by AHFL. The entire loan and interest amount of $288 has been paid off in January 2015.

  

Due to related parties

 

The related parties listed below loaned money to the Company for working capital. Due to related parties consisted of the following as of September 30, 2015 and December 31, 2014:

 

   September 30, 2015   December 31, 2014 
Due to Mr. Mao (Principal Shareholder of the Company)  $283,294   $214,165 
Due to Mr. Zhu (Legal Representative of Jiangsu Law)   2,179    2,255 
Due to Mrs. Lee (Director of CUIS)   -    315,027 
Due to Genius Broker (*)   32,166    - 
Total  $317,639   $531,447 

  

(*) The legal representative of the Genius Broker serves as one of the board members of CUIS.

 

Contractual Obligations

 

The Company has operating leases for its offices. Rental expenses for the nine months ended September 30, 2015 and 2014 were $1,382,414 and $1,286,054, respectively. Rental expenses for the three months ended September 30, 2015 and 2014 were $500,061 and $402,545, respectively. At September 30, 2015, total future minimum annual lease payments under operating leases were as follows, by years:

 

Twelve months ended September 30, 2016  $1,892,494 
Twelve months ended September 30, 2017   1,037,776 
Twelve months ended September 30, 2018   588,781 
Twelve months ended September 30, 2019   148,243 
Twelve months ended September 30, 2020   20,087 
Total  $3,687,381 

 

33 

 

 

Acquisition Agreement

 

On February 22, 2015, the Company and the selling shareholder of GHFL entered into an Amendment to the Acquisition Agreement dated February 13, 2015, pursuant to which if the Guaranteed Price per share is higher than the Average Price per share, then the Parties shall negotiate in good faith on an adjustment to the Purchase Price as necessary, if any.

 

Off Balance Sheet Arrangements

 

We have not participated in any transactions with unconsolidated entities, such as special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

 

We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates and foreign currency exchange rates.

 

Interest Rate Sensitivity

As of September 30, 2015, we had cash of RMB 16 million, approximately $3 million, and NT$537 million, approximately $16 million. We hold our cash for working capital purposes. Declines in interest rates would reduce future interest income. For the three months ended September 30, 2015, the effect of a hypothetical 10% increase or decrease in overall interest rates would not have had a material impact on our interest income.

 

Foreign Currency Risk

The functional currency for the subsidiaries in Taiwan is NT$ and the functional currency for the subsidiaries and CAE in PRC is RMB. The financial statements of the Company are in USD. The fluctuation of NT$ and RMB will affect our operating results expressed in USD. The Company reviews its foreign currency exposures. To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative financial instruments. The management does not consider its present foreign exchange risk to be significant.

 

ITEM 4. INTERNAL CONTROLS OVER FINANCIAL REPORTING.

 

Evaluation of Disclosure Controls and Procedures

 

As required by SEC Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 30, 2015. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that as of September 30, 2015, our disclosure controls and procedures were effective to ensure the information required to be disclosed by an issuer in the reports it files or submits under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms relating to us, and was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. 

  

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Changes in internal control over financial reporting

 

During the three months ended September 30, 2015, there were no changes in our internal control over financial reporting identified in connection with the evaluation performed during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

 

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PART II.  OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

From time to time we are involved in legal proceedings arising in the ordinary course of our business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that there is no litigation pending that is likely to have a material adverse effect on our business. Regardless of the outcome, legal proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

 

ITEM 1A. RISK FACTORS.

 

There have been no material changes from the risk factors disclosed in our annual report on Form 10-K for the fiscal year period ended December 31, 2014.

 

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

 

None. 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

  

ITEM 5. OTHER INFORMATION.

 

The information contained in “Part II, Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds” of this Quarterly Report is incorporated herein by reference.

 

ITEM 6. EXHIBITS

 

(a)           Exhibits:

 

Exhibit    
Number   Description of Exhibit
     
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

*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 Section 13 or 15 (d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly Report on Form 10-Q report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: November 9, 2015 By: /s/ Mao Yi Hsiao
  Name:    Mao Yi Hsiao
  Its: Chief Executive Officer
    (Principal Executive Officer)
     
Date: November 9, 2015 By: /s/ Chuang Yung Chi
  Name:  Chuang Yung Chi
  Its: Chief Financial Officer
    (Principal Financial and Accounting Officer)

  

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