UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 14A
PROXY STATEMENT
PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the
Registrant x
Filed by a Party
other than the Registrant ¨
Check the appropriate
box:
¨
Preliminary Proxy Statement
¨
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
¨
Definitive Additional Materials
¨
Soliciting Materials Pursuant to §240.14a-12
China United
Insurance Service, Inc.
(Name of Registrant
as Specified in Its Charter)
________________________________________________________
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
Payment of Filing
Fee (Check the appropriate box):
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x
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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NOTICE OF 2021 ANNUAL MEETING
OF STOCKHOLDERS AND PROXY
STATEMENT
November 22, 2021
Dear Valued Shareholders:
You are cordially invited to attend
the 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of China United Insurance Service, Inc. (the “Company”),
which will be held on January 7, 2022, at 3:00 p.m. local time, at 7/F, 311 Section 3, Nan-King East Road, Taipei City, Taiwan. You may
also participate in the Annual Meeting through our telephone conference channel by dialing +886-2-3322-0688 (access code 144643).
The Notice of the Annual Meeting
and a Proxy Statement, which describes the formal business to be conducted at the meeting, will follow this letter.
It is important that you use
this opportunity to take part in the affairs of the Company by voting on the business to come before this meeting. Whether or not you
plan to attend the Annual Meeting in person or through telephone conference channel, we hope you vote as soon as possible to assure your
representation. You can vote your shares over the internet, by telephone, by fax or by using a traditional proxy card. Instructions on
each of these voting methods are outlined in the enclosed Proxy Statement. Regardless of the number of shares you own, your careful consideration
of, and vote on, the matters before our shareholders is important.
A copy of the Company’s
Annual Report on Form 10-K accompanies these proxy materials for your information. At the Annual Meeting, we will review China United
Insurance Service, Inc.’s activities over the past year and our plans for the future. The Board of Directors and management look
forward to seeing you at the Annual Meeting.
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Sincerely yours,
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/s/ Yi-Hsiao Mao
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YI-HSIAO MAO
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Chief Executive Officer and Chairman of the Board of Directors
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TABLE OF CONTENTS
CHINA UNITED INSURANCE SERVICE,
INC.
7F, No. 311 Section 3, Nan-King
East Road
Taipei City, Taiwan
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
To Be Held on January 7,
2022
TO THE SHAREHOLDERS OF CHINA UNITED INSURANCE SERVICE, INC.:
Notice is hereby given that the
Annual Meeting of the Shareholders of China United Insurance Service, Inc. (the “Company”), a Delaware corporation, will be
held on January 7, 2022, at 3:00 p.m. local time, at 7/F, 311 Section 3, Nan-King East Road, Taipei City, Taiwan, for the following purposes:
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1.
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To ratify the appointment of UHY LLP as our independent registered
public accounting firm for the fiscal year ending December 31, 2021; and
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2.
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To transact such other business as may properly come before the Annual Meeting.
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Only shareholders of record at
the close of business on November 22, 2021 (the “Record Date”) are entitled to notice of, and to vote at, this Annual Meeting
and any adjournment or postponement thereof. The Board of Directors recommends that you vote FOR each of the proposals from I to IV
as identified above.
On or about November 23, 2021,
we will begin to mail our shareholders either a notice containing instructions on how to access this Proxy Statement and our Annual Report
through the internet, or a printed copy of these materials. We have provided each shareholder with a Notice of Internet Availability
of Proxy Materials (the “Notice”), which encourages shareholders to review all proxy materials and our annual report and
vote online at http://onlineproxyvote.com/CUII/. We believe that reviewing materials online reduces our costs, eliminates
surplus printed materials and generally reduces the environmental impact of our Annual Meeting. If you would like to receive a printed
copy of our proxy materials, please follow the instructions contained in the Notice.
All proxy solicitation costs
are paid by the Company. In addition to proxy solicitations by mail, the Company’s directors and officers may solicit proxies in
person or by telephone.
Your vote is important. Whether
or not you plan to attend the Annual Meeting, we hope that you will vote your shares as soon as possible. We encourage you to vote via
the internet, since it is convenient and significantly reduces postage and processing costs. You may also vote via telephone or by mail
if you choose to receive paper copies of the proxy materials. Instructions regarding the methods of voting are included in the Notice,
the proxy card and the Proxy Statement. You may wish to provide your response electronically through the internet by following the instructions
set out on the enclosed Proxy Card. If you do attend the meeting and wish to vote your shares personally, you may revoke your proxy.
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By order of the Board of Directors,
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/s/ Yi-Hsiao Mao
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YI-HSIAO MAO
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Chairman of the Board of Directors
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Taipei, Taiwan
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November 22, 2021
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Important Notice Regarding the
Availability of Proxy Materials for
The Shareholder Meeting To
Be Held on January 7, 2022
In accordance with the rules
of the Securities and Exchange Commission, the 2021 Notice of Annual Meeting of Shareholders, proxy card, Proxy Statement and the 2020
Annual Report on Form 10-K are available at http://onlineproxyvote.com/CUII/.
IMPORTANT: You are cordially invited to attend the
meeting. Whether or not you expect to attend the meeting, please vote as soon as possible by using the internet, fax, telephone or for
those receiving paper copies of these proxy materials by completing, signing, dating and mailing your proxy card. Even if you have voted
by proxy, you may still vote in person if you attend the meeting in person or through telephone conference channel. Please note, however,
that if the record holder of your shares is a broker, bank or other nominee, and you wish to vote at the meeting, you must obtain a proxy
issued in your name from that record holder.
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
The accompanying proxy is solicited
on behalf of the board of directors (the “Board” or the “Board of Directors”) of China United Insurance Service,
Inc., a Delaware corporation (the “Company”), for use at the Annual Meeting of Shareholders to be held on January 7, 2022
at 3:00 p.m. local time, at 7/F, 311 Section 3, Nan-King East Road, Taipei City, Taiwan, and at any adjournment or postponement thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. The Notice of Internet Availability of Proxy
Materials are being mailed to shareholders commencing on or about November 23, 2021.
ANNUAL MEETING AGENDA AND BOARD OF DIRECTOR VOTE RECOMMENDATIONS
Shareholders are being asked to vote on the following item
at the Annual Meeting:
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·
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To ratify the appointment of UHY LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and
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·
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To transact such other business as may properly come before the Annual Meeting.
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The Board of Directors recommends that you vote FOR the
proposal described above.
SOLICITATION AND VOTING
Voting Securities. Only
shareholders of record as of the close of business on November 22, 2021, the Record Date for the Annual Meeting, will be entitled to vote
at the meeting and any adjournment thereof. As of November 16, 2021, we had 30,286,199 shares of common stock (the “Common Stock”)
issued and outstanding and 1,000,000 preferred shares issued and outstanding, all of which are entitled to vote together as a single class
with respect to all matters to be acted upon at the Annual Meeting. Each common shareholder of record as of the Record Date is entitled
to one vote for each share of Common Stock held by him or her, while the preferred shareholder of record as of Record Date is entitled
to ten votes for each share of preferred stock held by him. The sole holder of our issued preferred stock is Yi Hsiao Mao, our Chief Executive
Officer and Chairman of the Board. In addition, “beneficial owners of shares held in street name” as of the Record Date as
explained below can vote using the methods described below.
Our amended and restated bylaws
adopted in November 2021 provide that 33 1/3% of all of the shares entitled to vote, whether present in person or represented by proxy,
shall constitute a quorum for the transaction of business at a shareholder meeting. When a quorum for a shareholder meeting is present,
the election of directors will be determined by a plurality of the votes cast by the shareholders entitled to vote at the shareholder
meeting, and any other matter will be determined by the affirmative vote of the majority of the voting power of the shares present in
person or represented by proxy and entitled to vote on the matter. Votes for and against, abstentions and “broker non-votes”
will each be counted as present for purposes of determining the presence of a quorum.
In accordance with the rules
of the Securities and Exchange Commission, we are advising our shareholders of the availability on the internet of our proxy materials
related to our forthcoming Annual Meeting. These rules allow companies to provide access to proxy materials in one of two ways. Because
we have elected to utilize the “notice only” option, we are providing all shareholders access to the proxy materials on a
publicly accessible website. The notice of the Annual Meeting, this Proxy Statement, the form of proxy card and our most recent annual
report on Form 10-K are available at http://onlineproxyvote.com/CUII/ .
Voting of Proxies. All
valid proxies received before the meeting will be exercised. All shares represented by a proxy will be voted, and where a proxy specifies
a shareholder’s choice with respect to any matter to be acted upon, the shares will be voted in accordance with that specification.
If no choice is indicated on the proxy provided by a shareholder of record, the shares will be voted in favor of each proposal.
You may vote in person by attending
the Annual Meeting or by using the internet or telephone or by completing and returning a proxy by mail or by fax.
Voting by internet. To
vote by internet, go to http://onlineproxyvote.com/CUII/, click on “Vote your Proxy” and select the “China United
Insurance Service” logo. Internet voting is available 24 hours a day, although your vote by internet must be received by 6:00 p.m.
Eastern Time on January 5, 2022 (or 5:00 a.m. Taipei Time on January 6, 2022). You will need the control number found on your proxy card,
instruction form or the notice of Annual Meeting. If you vote by internet, do not return your proxy card or voting instruction card.
If you hold your shares in “street name” as explained below, please refer to the Notice of Internet Availability of Proxy
Materials or voting instruction card provided to you by your broker, bank or other holder of record for internet voting instructions.
Voting by Telephone.
To vote by telephone, call 1-469-633-0101 . Please note that if you call this number outside of the United States, you may be charged
an international direct dial rates by your service carrier. Telephone voting is available from 10:00 A.M. to 6:00 p.m. Eastern Time.
Your vote by telephone must be received by 6:00 p.m. Eastern Time on January 5, 2022 (or 5:00 a.m. Taipei Time on January 6, 2022). You
will need the control number found on your proxy card, instruction form or notice of Annual Meeting. If you vote by telephone, do not
return your proxy card or voting instruction card. If you hold your shares in “street name” as explained below, please refer
to the Notice of Internet Availability of Proxy Materials or voting instruction card provided to you by your broker, bank or other holder
of record for telephone voting instructions.
Voting
by Mail. By completing, signing, dating and returning the proxy card in the prepaid and addressed envelope enclosed with proxy
materials delivered by mail so that it is received by 6:00 p.m. Eastern Time on January 5, 2022 (or 5:00 a.m. Taipei Time on January
6, 2022), you are authorizing the individuals named on the proxy card to vote your shares at the Annual Meeting in the manner you
indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Annual Meeting so that your shares
will be voted if you are unable to attend the Annual Meeting. A form of the proxy card is
included in this Proxy Statement as Annex A. If you receive more than one proxy card, it is an indication that your shares
are held in multiple accounts. Please complete, sign, date and return all proxy cards to ensure that all your shares are voted. If
you return your signed proxy card but do not indicate your voting preferences, the persons named on the proxy card will vote the
shares represented by that proxy as recommended by our Board. A shareholder of record may still attend the meeting and vote in
person if he or she has already voted by proxy. To vote in person, you, as a shareholder of record, may attend the Annual Meeting
and obtain a ballot upon arrival.
You may mail your proxy card
to the following address:
Securities Transfer Corporation
2901
N. Dallas Parkway, Suite 380
Plano,
Texas 75093
Attn:
Proxy Department
Voting by Email. Complete,
sign and date your proxy card and return it by emailing to proxyvote@stctransfer.com. Your vote by email must be received by
6:00 p.m. Eastern Time on January 5, 2022 (or 5:00 a.m. Taipei Time on January 6, 2022).
Voting by Fax. Complete,
sign and date your proxy card and return it via fax to +1(469) 633-0088. Your vote by fax
must be received by 6:00 p.m. Eastern Time on January 5, 2022 (or 5:00 a.m. Taipei Time on January 6, 2022).
Voting in Person. If you
attend the Annual Meeting and plan to vote in person, you will be provided with a ballot at the Annual Meeting. If your shares are registered
directly in your name with our transfer agent, Island Stock Transfer, you are considered the shareholder of record and you have the right
to vote in person at the Annual Meeting. If your shares are held in the name of your broker or other nominee, you are considered the beneficial
owner of shares held in “street name.” Beneficial owners whose stock is held in the name of a bank, broker or other nominee
generally will receive instructions for voting from their banks, brokers or other nominees, rather than directly from us. You can vote
your shares held through a bank, broker or other nominee by following the voting instructions sent to you by that institution. As a beneficial
owner, if you wish to vote at the Annual Meeting, you will need to bring to the Annual Meeting a legal Proxy from your broker or other
nominee authorizing you to vote those shares. Whether you are a shareholder of record or a beneficial owner, you must bring valid, government-issued
photo identification to gain admission to the Annual Meeting.
Revocability of Proxies.
A shareholder giving a proxy has the power to revoke it at any time before it is exercised by delivering to the Secretary of the Company
a written instrument revoking the proxy or a duly executed proxy with a later date, or by attending the meeting and voting in person.
Broker Non-Votes. A broker
non-vote occurs when a broker submits a proxy card with respect to shares held in street name on behalf of a beneficial owner but is prohibited
from voting on a particular matter because the broker has not received voting instructions from the beneficial owner and therefore does
not have discretion to vote the beneficial owner’s shares with respect to that matter. Under the rules that govern brokers who are
voting with respect to shares held in street name, brokers have the discretion to vote such shares on routine matters, but not on non-routine
matters. Routine matters include the ratification of our independent registered public accounting firm. Non-routine matters include the
election of directors and
the advisory vote on executive compensation.
Solicitation of Proxies.
We will bear the entire cost of soliciting proxies for the upcoming meeting. In addition to soliciting shareholders by mail through our
employees, we will request banks, brokers and other custodians, nominees and fiduciaries to solicit customers for whom they hold our stock
and will reimburse them for their reasonable, out-of-pocket costs. We may use the services of our officers, directors and others to solicit
proxies, personally or by telephone, without additional compensation.
PROPOSAL NO. 1
RATIFICATION
OF APPOINTMENT OF INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM
Our
Board of Directors has appointed UHY LLP (“UHY”) as the independent registered public
accounting firm to audit the consolidated financial statements of our Company for the fiscal year ending December 31, 2021.
Shareholder
ratification of the appointment of UHY as our independent registered public accounting firm is not
required by our bylaws or otherwise. However, the Board of Directors is submitting the appointment of UHY to the shareholders for ratification
as a matter of good corporate practice. If the shareholders fail to ratify the appointment, our Board of Directors will reconsider whether
or not to retain that firm. Even if the selection is ratified, our Board of Directors in its discretion may direct the appointment of
a different independent registered public accounting firm at any time during the year if it determines that such a change would be in
the best interests of our Company and its shareholders.
Vote Required
The affirmative vote of a majority
in voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall ratify
the appointment of UHY as our independent registered public accounting firm for the fiscal year ending December 31, 2021. Abstentions and
broker non-votes, if any, are not treated as votes cast, and therefore will have no effect on this Proposal. This Proposal is a routine
matter, which means that brokers will be able to use their discretion to vote on behalf of the beneficial owners absent instructions from
such owners. Therefore, no broker non-votes are expected to exist in connection with Proposal No. 1.
Board of Directors Recommendation
The Board of Directors unanimously
recommends a vote “FOR” the ratification of the selection of UHY as our independent registered public accounting firm for the
fiscal year ending December 31, 2021.
PRINCIPAL ACCOUNTING FEES
AND SERVICES
The following table sets
forth the aggregate fees billed to the Company for the fiscal years ended December 31, 2020 and 2019 by Simon & Edward,
LLP:
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Fiscal Year 2020
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Fiscal Year 2019
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Audit fees(1)
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$
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210,000
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$
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546,000
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Audit-related fees(2)
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40,614
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15,718
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Tax fees
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—
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All other fees
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10,919
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Total
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$
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250,614
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$
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572,637
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(1)
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Audit fees consisted of fees billed for professional services rendered for the audit of our consolidated financial statements and internal control over financial reporting and review of our quarterly interim consolidated financial statements.
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(2)
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Audit-related fees consisted of fees billed for services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit fees.”
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The following table sets
forth the aggregate fees billed to the Company for the fiscal years ended December 31, 2020 and 2019 by Macias Gini O’Connell LLP:
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Fiscal Year 2020
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Fiscal Year 2019
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Audit fees(1)
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$
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340,000
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—
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Audit-related fees
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—
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—
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Tax fees
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—
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All other fees
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—
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—
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Total
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$
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340,000
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$
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—
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(1)
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Audit fees consisted of fees billed for professional services rendered for the audit of our consolidated financial statements and internal control over financial reporting and review of our quarterly interim consolidated financial statements.
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Under the Sarbanes-Oxley Act of 2002,
all audit and non-audit services performed by our auditors must be approved in advance by our Audit Committee to assure that such services
do not impair the auditors’ independence from us. In accordance with its policies and procedures, the Audit Committee pre-approved
the audit service performed by Simon & Edward, LLP and Macias Gini O’Connell LLP for our consolidated financial statements as
of December 31, 2019 and 2020.
EXECUTIVE COMPENSATION AND
RELATED INFORMATION
Executive Summary
Our Chief Executive Officer,
Mr. Yi Hsiao Mao, and former Chief Financial Officer, Ms. Yung Chi Chuang, have not received any form of compensation from the corporate
group level since they assumed the roles of the Company’s executive officers; rather, they have been compensated on the subsidiary
level for managerial services rendered to the Company’s subsidiaries in Taiwan, Law Broker and Law Enterprise, whereby Mr. Mao has
served as the consultant of Law Broker and the president of Law Enterprise, and Ms. Chuang has served as the supervisor of the financial
department of Law Broker.
Nevertheless, the Company
is fully aware of the importance of maintaining effective Committee operations. Our Compensation Committee is thus planning to design
and implement a compensation program that includes performance goals and objectives for executive officers, as well as guidelines in evaluating
the performance of the executive officers in light of such performance goals and objectives.
Detailed Discussion and Analysis
This Compensation Discussion
and Analysis (“CD&A”) describes the material elements of compensation paid to the named executive officers (the “NEOs”)
during the year of 2020. Following this discussion is a summary compensation table containing specific data about the compensation earned
by or granted to the following NEOs in 2020:
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Name
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Principal Position
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Yi Hsiao Mao
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Director and Chief Executive Officer
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Yung Chi Chuang
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Former Chief Financial Officer
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Mei-Kuan (Joyce) Yeh
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Chief Financial Officer
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Elements of Executive Compensation for
Fiscal Year 2020
Mr. Yi Hsiao Mao and
Ms. Yung Chi Chuang have been paid through our subsidiaries for their managerial services rendered to us. Mr. Mao has served as the consultant
of Law Broker and the president of Law Enterprise, and Ms. Chuang has served as the supervisor of the financial department of Law Broker.
Both Law Broker and Law Enterprises are our Company’s subsidiaries in Taiwan. Other than the compensation received from our Company’s
subsidiaries, as of December 31, 2020, both of them had not received bonus, stock awards, non-equity incentive plan compensation, nonqualified
deferred compensation earnings, or any other form of compensation since being named the executive officers of our Company. Ms. Mei-Kuan
(Joyce) Yeh received her compensation as the CFO of the Company and she did not hold any position in any of the Company’s subsidiaries
during the fiscal year ended December 31, 2020.
Summary Compensation Table
The following table sets
forth information concerning the compensation earned during the fiscal years ended December 31, 2020 and 2019 by our named executive
officers.
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Non-
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Equity
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Nonqualified
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Incentive
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Deferred
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All
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Name and
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Stock
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Option
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Plan
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Compensation
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Other
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principal
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Fiscal
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Salary
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Bonus
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Awards
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Awards
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Compensation
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Earnings
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Compensation
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position
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Year
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($)
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($)
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($)
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($)
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($)
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($)
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($)
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Total ($)
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Yi Hsiao Mao
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Director and
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2020
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361,076
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(1)
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—
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—
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—
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—
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—
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—
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361,076
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Chief Executive Officer
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2019
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281,017
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—
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—
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—
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—
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—
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—
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281,017
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Yung Chi Chuang
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2020
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71,609
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(2)
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—
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—
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—
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—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
71,609
|
|
Former Chief Financial Officer
|
|
|
2019
|
|
|
|
42,088
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
42,088
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mei-Kuan (Joyce) Yeh
|
|
|
2020
|
|
|
|
22,459
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
22,459
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The salary consists of $14,265, which was paid to Mr. Mao for his service as the president of Law Enterprise, and the remaining amount of $74,700, which was paid to Mr. Mao for his service as the president of the Company, and the remaining amount of $272,111 which was paid to Mr. Mao for his service as the consultant of Law Broker for the provision of consultation, training and promotion to Law Broker in the fiscal year ended December 31, 2020.
|
(2)
|
The salary in the amount of $71,609 was paid to Ms. Chuang for her service as the supervisor of the financial department of Law Broker.
|
(3)
|
The salary in the amount of $22,459 was paid to Ms. Yeh for her service as the supervisor of the financial department of the Company.
|
The above table identifies
the amounts of compensation received by the named officers directly from us and our subsidiaries. Ms. Yeh was appointed to the CFO position
on August 10, 2020.
Outstanding Equity Awards At Fiscal Year
End
We currently do not have
any outstanding equity awards as of the date of this report.
On May 12, 2017,
our 2017 Long Term Incentive Plan was approved by the shareholders at the 2017 Annual Meeting of Shareholders of China United Insurance
Service, Inc. Up to 10,000,000 shares of our Common Stock may be granted under the 2017 Plan, provided that 2,000,000 shares of the
Share Pool is reserved for issuance to eligible participants providing services to Action Holdings Financial Limited and its subsidiaries.
Eligibility to participate is open to officers, directors and employees of, and other individuals (including sales agents who are exclusive
agents of the Company or its subsidiaries or derive more than 50% of their income from those entities) who provide bona fide services
to or for, us or any of our subsidiaries. Given that metrics for evaluating performance goals are rather complex and exhaustive, and that
the our management and Board of Directors are still working to develop a series of reward policies that specify various performance target
levels and the size of the award or pay-out of performance shares with respect to each different target level attained, no awards were
granted under the 2017 Plan as of December 31, 2020.
Potential Payments Upon Termination or
Change in Control
None.
Compensation of Directors
Our directors do not
currently receive any compensation for their services as directors of our Company. Set forth below is the compensation paid to each of
our directors during the fiscal year ended December 31, 2020 for compensation not related to their role as Directors. Total compensation
for Mr. Mao for services as our Chief Executive Officer is presented in “Summary Compensation Table” in this section.
|
|
Fees
|
|
|
|
|
|
|
|
|
|
Earned or
|
|
|
|
|
|
|
|
|
|
Paid
|
|
|
All Other
|
|
|
|
|
|
|
in Cash
|
|
|
Compensation
|
|
|
|
|
Name
|
|
($)(1)
|
|
|
($)
|
|
|
Total ($)
|
|
Fu Chang Li
|
|
|
—
|
|
|
|
61,137
|
(2)
|
|
|
61,137
|
|
Chwan Hau Li
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Chih Yuan Lu
|
|
|
3,397
|
|
|
|
—
|
|
|
|
3,397
|
|
Lo Tien Hsin(3)
|
|
|
2,717
|
|
|
|
—
|
|
|
|
2,717
|
|
Chun Hui Yang
|
|
|
3,397
|
|
|
|
—
|
|
|
|
3,397
|
|
Tse Hsun Niu
|
|
|
3,397
|
|
|
|
—
|
|
|
|
3,397
|
|
Shu Yuan Sun(4)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Yi Hsiao Mao
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
(1)
|
Travel stipends to Independent Directors for attending in-person Board and Committee meetings for the fiscal year ended December 31, 2020.
|
(2)
|
The compensation paid to Fu Chang Li since he has worked as a consultant of the Company in the fiscal year ended December 31, 2020.
|
(3)
|
Lo Tien Hsin was not reelected to the Board at the Company’s annual shareholder meeting of 2020 and therefore ceased to be a member of the Board of the Company on December 30, 2020.
|
(4)
|
Ms. Sun was elected to the Board of Directors of the Company on December 30, 2020.
|
Directors’ Compensation
The Company has not paid,
and does not intend to pay, any cash or non-cash equity compensation to our Directors for their Board services, and does not currently
intend to adopt any policies with respect thereto. As such, the Company does not offer additional retainers for Committee membership.
However, for in-person Board and Committee meetings, each Independent Director in attendance shall receive certain travel stipends in
the amount of approximately NTD 20,000 for each attendance of a Board or Committee meeting.
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Consultant Agreements with Mr. Yi Hsiao Mao
and Mr. Li Fu Chang
The Director
and CEO of our Company, Mr. Yi Hsiao Mao, has worked as a consultant of Law Broker. The primary service of Mr. Mao under the
consultant agreement is to provide consultation, training and promotion service to Law Broker. The compensation paid to Mr. Mao for
his service as a consultant of Law Broker in the fiscal year ended December 31, 2020 is $286,377.
The Director
of our Company, Mr. Fu Chang Li, has worked as a consultant of the Company since December 7, 2014. The primary service of Mr. Li
under the consultant agreement is to (i) provide business plan requested by the Company; (ii) provide assessment of potential
investors, including but not limited to valuation, credit assessment and eligibility assessment; (iii) assist the Company to negotiate
with potential investors about transactional framework, as well as specific transactional conditions and seek to promote cooperation between
the Company and potential investors to reach an agreement; (iv) assist the Company and investors to reach formal investment contract
and related legal documents; (v) assist the Company to facilitate the work of any project (including, but not limited to, the execution
of letter of intent, formal agreement and other relevant legal documents) until the Company and/or a third party designated by the Company
complete the project with the potential investors; and (vi) assist Anhou’s development strategy and monitor its operations. The
compensation paid to Mr. Fu Chang Li for his service as a consultant of the Company in the fiscal year ended December 31, 2020
is approximately $61,137.
Due to related parties
The following
summarizes the Company’s loans payable to related parties as of December 31, 2020 and December 31, 2019:
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Due to Mr. Mao (CEO and Principal shareholder of the Company)
|
|
$
|
—
|
|
|
$
|
373,183
|
|
Due to Ms. Lu (A shareholder of Anhou)
|
|
|
78,541
|
|
|
|
85,074
|
|
Others
|
|
|
15,506
|
|
|
|
4,602
|
|
Total
|
|
$
|
94,047
|
|
|
$
|
462,859
|
|
Due to Mr. Mao
Amounts due to Mr. Mao
were associated with funding provided by Mr. Mao for the formation of our subsidiaries in China in 2011. The Company has paid off all
the amount due to Mr. Mao in 2020. As of December 31, 2019, the amount of $373,183 were non-interesting bearing and payable on demand.
Due to Ms. Lu
Amounts due to Ms. Lu
were borrowings from Ms. Lu to support Anhou’s business operation. The amounts were non-interesting bearing and payable on demand.
Related Party Transaction Policy
The Company is currently working to improve its
policies and procedures for approval of transactions between the Company and its directors, director nominees, executive officers, greater
than 5% beneficial owners and each of their respective immediate family members, where the amount involved in the transaction exceeds
or is expected to exceed $120,000 in a single calendar year and the party to the transaction has or will have a direct or indirect interest.
When a potential related person transaction is
identified, management presents it to the Audit Committee to determine whether to approve or ratify. In the course of its review and approval
or ratification of a related person transaction, the Audit Committee may consider the following factors:
|
·
|
The related person’s interest in the related person transaction;
|
|
·
|
The approximate dollar value of the amount involved in the related person transaction;
|
|
·
|
The approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;
|
|
·
|
Whether the transaction was undertaken in the ordinary course of our business;
|
|
·
|
Whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unaffiliated third party;
|
|
·
|
The purpose of, and the potential benefits to us of, the transaction; and
|
|
·
|
Any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.
|
The Audit Committee may approve or ratify the transaction
only if the Committee determines that, under all of the circumstances, the transaction is in or is not inconsistent with the best interests
of the Company. In addition, the Audit Committee may impose any conditions on the related party transaction that it deems appropriate.
On March 15, 2019, the Company adopted its conflict
of interest policy to protect the interest of the Company and its shareholders. A copy of the Conflict of Interest Policy was filed with
the SEC as Exhibit 14.3 to a current report on Form 8-K on March 18, 2019.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as
of November 16, 2021, concerning, except as indicated by the footnotes below:
|
·
|
Each person whom we know beneficially owns more than 5% of our common stock or Series A Preferred Stock.
|
|
·
|
Each of our named executive officers.
|
|
·
|
All of our Directors and executive officers as a group.
|
Unless otherwise noted below, the address of each of the persons set
forth below is in care of China United Insurance Service, Inc., 7F, 311 Section 3, Nan-King East Road, Taipei City, Taiwan.
We have determined beneficial ownership in accordance with the rules
of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities
named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own,
subject to applicable community property laws.
Applicable percentage ownership is based on 30,286,199 shares of common
stock and 1,000,000 shares of Series A Preferred Stock outstanding at November 16, 2021.
Beneficial ownership representing less than 1% is denoted with an asterisk (*).
Stock
|
|
Beneficially
|
|
|
Common Stock
|
|
|
Voting
|
|
|
|
|
|
|
Common
|
|
|
Percentage
|
|
|
Series A Preferred
|
|
|
Series A Preferred stock Ownership Percentage
|
|
|
Voting Power
|
|
Name
|
|
|
Shares
|
|
|
|
(%)
|
|
|
|
Shares
|
|
|
|
(%)
|
|
|
|
(%)(1)
|
|
Executive Officers and Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yi Hsiao Mao
|
|
|
4,640,234
|
(2)
|
|
|
15.3
|
|
|
|
1,000,000
|
|
|
|
100
|
|
|
|
36.3
|
|
Fu Chang Li
|
|
|
800,000
|
|
|
|
2.6
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2.0
|
|
Chwan Hau Li
|
|
|
2,216,629
|
|
|
|
7.3
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5.5
|
|
Chih Yuan Lu
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Shu Yuan Sun
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Chun Hui Yang
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Tse Hsun Niu
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Mei Kuan Yeh
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
All executive officers and Directors as a group (eight persons)
|
|
|
7,656,863
|
|
|
|
25.3
|
|
|
|
1,000,000
|
|
|
|
100
|
|
|
|
43.8
|
|
Other 5% Beneficial Owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pi Hui Chang
|
|
|
2,520,000
|
|
|
|
8.3
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6.3
|
|
(1)
|
Percentage of total voting power represents voting power with respect to all shares of our outstanding securities, including common stock and Series A Preferred Stock, voting together as a single class. Each holder of common stock is entitled to one vote per share of common stock and each holder of Series A Preferred Stock is entitled to ten votes per share of Series A Preferred Stock on all matters submitted to our shareholders for a vote.
|
(2)
|
Includes 200,000 shares of common stock held by Shu Fen Lee, Yi Hsiao Mao’s spouse, 200,000 shares of common stock held by Li Chieh Mao, Yi Hsiao Mao’s daughter, 969,322 shares of common stock held by U-Li Investment Consulting Enterprise Co., Ltd. and 100,000 shares of common stock held by U-Link International Co., Ltd. Yi Hsiao Mao and Shu Fen Lee hold 34% and 66% shares of U-Li Investment Consulting Enterprise Co., Ltd., respectively. U-Link International Co., Ltd. is solely owned by Shu Fen Lee.
|
COMPLIANCE WITH SECTION 16(A)
OF THE EXCHANGE ACT
Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires our executive officers and directors and persons who beneficially own more than 10% of our
common stock to file initial reports of beneficial ownership and reports of changes in beneficial ownership with the SEC. Each such person
is required by SEC regulations to furnish us with copies of all Section 16(a) forms filed by such person.
SHAREHOLDER PROPOSALS TO BE
PRESENTED AT NEXT ANNUAL MEETING
Shareholder proposals may be included
in our proxy materials for an annual meeting so long as they are provided to us on a timely basis and satisfy the other conditions set
forth in applicable SEC rules. For a shareholder proposal to be included in our proxy materials for the 2022 annual meeting, the proposal
must be received at our principal executive offices, addressed to the Secretary, not later than August 31, 2022.
Our Bylaws do not have an advance
notice provision for shareholder proposals which is not intended to be included in the proxy materials. However, shareholder business
that is not intended for inclusion in our proxy materials may be brought before the 2022 annual meeting so long as we receive notice of
the proposal, addressed to the Secretary at our principal executive offices, not less than 90 days, nor more than 120 days, before the
anniversary of the prior Annual Meeting. Failure to meet the deadlines may preclude presentation of the proposal at our 2022 Annual Meeting.
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement,
the Board of Directors knows of no other business that will be conducted at the 2021 Annual Meeting other than as described in this Proxy
Statement. If any other matter or matters are properly brought before the meeting, or any adjournment or postponement of the meeting,
it is the intention of the persons named in the accompanying form of proxy to vote the proxy on such matters in accordance with their
best judgment.
DELIVERY OF PHYSICAL PROXY
MATERIALS AND ANNUAL REPORTS
We may satisfy SEC’s rules
regarding delivery of Proxy Statements and Annual Reports by delivering a single Proxy Statement and Annual Report to an address shared
by two or more shareholders. This process is known as “householding.” This delivery method can result in meaningful cost savings
for us. In order to take advantage of this opportunity, we may deliver only one Proxy Statement and Annual Report to multiple shareholders
who share an address, unless contrary instructions were received prior to the mailing date.
We undertake to deliver promptly
upon written or oral request a separate copy of the Proxy Statement and/or Annual Report, as requested, to a shareholder at a shared address
to which a single copy of these documents was delivered. If you hold stock as a record shareholder and prefer to receive separate copies
of a Proxy Statement or Annual Report either now or in the future, please email our meeting solicitor Securities Transfer Corporation
at proxyvote@stctransfer.com. If your stock is held by a brokerage firm or bank and you prefer to receive separate copies of a Proxy Statement
or Annual Report either now or in the future, please contact your brokerage or bank. The voting instruction sent to a street-name shareholder
should provide information on how to request (1) householding of future company materials or (2) separate materials if only one set of
documents is being sent to a household. If it does not, a shareholder who would like to make one of these requests should contact us as
indicated above.
FUTURE ELECTRONIC ACCESS TO PROXY MATERIALS
AND ANNUAL REPORT
Registered
shareholders can further reduce the costs incurred by the Company by consenting to receive all future proxy statements, proxy cards, annual
reports to shareholders and Notices of Internet Availability of Proxy Materials, as appropriate, electronically via e-mail or the internet.
To sign up for electronic delivery of future proxy materials, you must vote your common shares electronically via the internet by logging
on
to http://onlineproxyvote.com/CUII/ and, when
prompted, indicate that you agree to receive or access shareholder communications electronically in future years. You will be responsible
for any fees or charges that you would typically pay for access to the internet.
|
By order of the Board of Directors,
|
|
/s/ Yi-Hsiao Mao
|
|
YI-HSIAO MAO
|
|
Chairman of the Board and Chief Executive Officer
|
|
|
|
November 22, 2021
|
Annex A
IMPORTANT INVESTOR INFORMATION - YOUR VOTE COUNTS!
|
Notice of Internet Availability of Proxy
Materials
Your name, number of shares and Control Number
appear in the upper-left-hand corner of this Notice for online voting purposes.
To vote your shares, please follow the instructions
listed below.
Important
Notice Regarding the Availability of Proxy Materials for the China united insurance service, inc. Shareholder Meeting to Be Held on january
7, 2022 (“2021 Annual Meeting”)
(1) This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained
in the proxy materials before voting.
(2) The proxy statement and annual report to security holders are
available at http://onlineproxyvote.com/CUII/
(3) If you want to receive a paper or e-mail copy of these documents,
you must request one. There is no charge to you for E-requesting a copy. Please make your request for a copy as instructed below on or
before December 31, 2021 to facilitate timely delivery.
The China United Insurance Service, Inc. 2021 Annual Meeting will be
held on January 7, 2022, at 3:00 PM local time, at 7/F, 311 Section 3, Nan-King East Road, Taipei City, Taiwan. A description of the matters
to be voted on, and the recommendations of the Board of Directors regarding these matters, appear on the second page of this notice. Instructions
for voting your shares also appear below.
How to vote online:
Step 1: Go to http://onlineproxyvote.com/CUII/
Step 2: Enter your control number as included in this Notice and click “submit” to access the proxy materials.
Step 3: To view or download the proxy materials, click on the link that describes the material you wish to view or download. For
example, to view or download the Proxy Statement, click on the “Proxy Statement” link.
Step 4: To vote online, click on the designated link and follow the on-screen instructions.
How to receive a copy of the proxy materials by mail or e-mail for
this meeting or for future shareholder meetings:
Telephone: Call the Company’s transfer
agent, Securities Transfer Corporation, at (469) 633-0101.
Email: Send an email with “CUII Proxy
Materials Order” in the subject line and in the body of the message, include your full name, address, and request, to: proxyvote@stctransfer.com
Mail Vote, Sign, Date and Return this form
in the enclosed stamped envelope addressed to STC, or mail to:
Security Transfer Corporation
Attention Proxy Department
2901 N. Dallas Parkway, Suite 380
Plano, TX 75093
Fax: vote, sign and fax to (469) 633-0088
PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOITCE.
To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend
and vote at the meeting, please bring this notice with you. To receive directions to the meeting, please contact Mr. Wellmore Yu (TEL:
+886-8712-6958 ext. 684 Email: Z00753@cuis.asia).
Proposals to be voted on at China United Insurance Service, Inc.’s
2021 Annual Meeting are listed below along with the recommendations of the Board of Directors of the Company.
The Board of Directors recommends that you vote FOR the following:
I. To ratify the appointment of UHY LLP as our independent registered
public accounting firm for the fiscal year ending December 31, 2021.
___ FOR
|
___ AGAINST
|
___ ABSTAIN
|
NOTE: In their discretion, the proxies
are authorized to vote upon such other business as may properly come before the Annual Meeting, and any adjournment or adjournments thereof.
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