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EX-99.2 - EXHIBIT 99.2 - China United Insurance Service, Inc.tv511314_ex99-2.htm
 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K/A

Amendment No. 1

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 20, 2018

 

CHINA UNITED INSURANCE SERVICE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   000-54884   30-0826400
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.

 

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

(Address of principal executive offices)

 

+8862-87126958

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

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

 

 

 

 

 

  

EXPLANATORY NOTE

 

On December 26, 2018, China United Insurance Service, Inc. (“CUIS” or the “Company”) filed a Current Report on Form 8-K (the “Original Filing”) disclosing that the Company and Cheng-Hsiung Huang (“Mr. Huang”), one of the Company’s former employees, had agreed to settle fraud charges brought by the Securities and Exchange Commission (“SEC”). This Current Report on Form 8-K/A (the “Amended Report”) is being filed to disclose that on January 18, 2019, the United States District Court for the Southern District of New York (the “District Court”) entered a final judgment with respect to the aforementioned matter.

 

Item 8.01. Other Events.

 

As previously disclosed in the Original Filing, the Company and Mr. Huang, one of CUIS’s former employees, agreed to settle fraud charges brought by the SEC relating to a scheme to manipulate the Company's trading volume. Neither the Company nor Mr. Huang realized financial gain from the scheme and both CUIS and Mr. Huang substantially cooperated with the SEC’s investigation into the activities that led the SEC to bring the fraud charges.

 

The SEC’s complaint (the “SEC’s Complaint”) alleged that, from approximately December 2013 through March 2018, the Company and Mr. Huang schemed to deceive the investing public and Nasdaq, for the purpose of obtaining a listing on Nasdaq, that the trading volume in the Company's common stock was derived from bona fide market activity. Mr. Huang, acting on the Company's behalf, used multiple brokerage accounts to engage in numerous transactions in the Company's common stock. When Mr. Huang's trading was flagged by a U.S.-based brokerage firm for high volume and possible prearranged trading and several of the accounts were frozen, Mr. Huang and two colleagues contacted the brokerage firm and made false statements about their identities, their relation to the Company and their reasons for trading.

 

The SEC's Complaint alleged that the Company and Mr. Huang violated the antifraud provisions of Section 17(a) of the U.S. Securities Act of 1933, as amended, and Section 10(b) of the Securities and Exchange Act of 1934, as amended, and Rule 10b-5 thereunder. Without admitting or denying the allegations in the complaint, both CUIS and Mr. Huang agreed to the entry of a final judgment (the “Final Judgment”) that enjoins them from violating the charged provisions of the federal securities laws, orders the Company to comply with its undertaking to retain an independent compliance monitor for a period of not less than one year, and orders Mr. Huang to pay a penalty of $30,000. Based upon the Company's substantial cooperation with the SEC’s investigation, the SEC did not seek a monetary penalty against the Company.

 

On January 18, 2019, the Final Judgment was entered by the District Court.

 

The SEC’s Complaint, the Final Judgment, the Company’s Consent and Mr. Huang’s Consent are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated by reference into this Amended Report.

 

Caution Regarding Forward-Looking Statements

 

This Amended Report includes information that constitutes forward-looking statements. Such forward-looking statements often contain words such as “believe,” “expect,” “anticipate,” “intend,” or “will,” although not all forward-looking statements contain these identifying words. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Examples of such forward-looking statements include, but are not limited to, statements of our expectations regarding the matters described above.

 

These forward-looking statements are based on our current beliefs, assumptions and expectations concerning future events, which, in turn, are based on information currently available to the Company. Such forward-looking statements include actions taken by the Company, the SEC or the District Court with respect to the matters covered by this Amended Report . Although we believe that the expectations underlying any of these forward-looking statements are reasonable, these expectations may prove to be incorrect and all of these statements are subject to risks and uncertainties. A variety of factors could cause actual events or results to differ materially from those expressed or contemplated by the forward-looking statements including, without limitation, additional information that may become known to the Company in connection with the matters that are the subject of this Amended Report or that subsequent events may occur that require the Company to take additional action with respect thereto.

 

 

 

  

All forward-looking statements included in this Amended Report are expressly qualified in their entirety by these cautionary statements and the Company undertakes no obligation to publicly update or revise any forward-looking statement except to the extent required by applicable securities laws.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Exhibit
     
99.1   Complaint Dated December 20, 2018, filed with the United States District Court for the Southern District of New York by the Securities and Exchange Commission, Plaintiff, against China United Insurance Service, Inc. and Cheng-Hsiung Huang, Defendants; Civil Action No. 18; CV: 12055 (incorporated by referenced to Exhibit 99.1 to the Current Report on Form 8-K filed on December 26, 2018).
     
99.2*   Final Judgment Dated January 18, 2019, entered by the United States District Court for the Southern District of New York with regards to the Securities and Exchange Commission, Plaintiff, against China United Insurance Service, Inc. and Cheng-Hsiung Huang, Defendants; Civil Action No. 18; CV: 12055.
     
99.3   Consent, Dated November 29, 2018, of Defendant China United Insurance Service, Inc. with respect to Civil Action No. 18; CV: 12055, filed with the United States District Court for the Southern District of New York by the Securities and Exchange Commission, Plaintiff, against China United Insurance Service, Inc. and Cheng-Hsiung Huang, Defendants (incorporated by referenced to Exhibit 99.3 to the Current Report on Form 8-K filed on December 26, 2018).
     
99.4   Consent, Dated December 6, 2018, of Defendant Cheng-Hsiung Huang with respect to Civil Action No. 18; CV: 12055, filed with the United States District Court for the Southern District of New York by the Securities and Exchange Commission, Plaintiff, against China United Insurance Service, Inc. and Cheng-Hsiung Huang, Defendants (incorporated by referenced to Exhibit 99.4 to the Current Report on Form 8-K filed on December 26, 2018).

 

* filed herewith

 

 

 

 

SIGNATURE

 

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

 

CHINA UNITED INSURANCE SERVICE, INC.

 

Date: January 22, 2019
 
By: /s/ Yi-Hsiao Mao  
Name: Yi-Hsiao Mao  
Title:   Chief Executive Officer