S-1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CHINA UNITED INSURANCE SERVICE, INC.

(Exact name of registrant as specified in its charter)

Delaware	6411	98-6088870
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

Building 4F, Hesheng Plaza No. 26 Yousheng S Rd.

Jinshui District, Zhengzhou, Henan

People’s Republic of China

+86371-63976529

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Lo Chung Mei

President and Chief Executive Officer

Building 4F, Hesheng Plaza No. 26 Yousheng S Rd.

Jinshui District, Zhengzhou, Henan

People’s Republic of China

+86371-63976529

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mark E. Crone

The Crone Law Group

101 Montgomery Street, Suite 2650

San Francisco, CA  94104

(415) 955-8900

(415) 955-8910 FAX

Approximate Date of Commencement of Proposed Sale to the Public:   from time to time after the effective date of this Registration Statement as determined by market conditions and other factors.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title Of Each Class of Securities To be Registered	Amount To Be Registered		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $0.00001		1,000,000	$	0.015	$	15,000	$	1.75

The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c). Our common stock is not traded on any national exchange and in accordance with Rule 457, the offering price was determined by the price of the shares that were recently sold to our shareholders. The price of $0.015 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS

Subject to completion, dated May 12, 2011

1,000,000 shares of Common Stock

CHINA UNITED INSURANCE SERVICE, INC.

The selling stockholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. Our common stock is presently not traded on any market or securities exchange. The 1,000,000 shares of our common stock can be sold by selling security holders at a fixed price of $0.015 per share until our shares are quoted on the OTC Bulletin Board (“OTCBB”) and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares of the selling security holders.  We will receive no proceeds from the sale or other disposition of the shares, or interests therein, by the selling stockholders.

An investment in shares of our common stock involves a high degree of risk.  We urge you to carefully consider the Risk Factors beginning on page 10.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Date of this Prospectus is _______________.

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TABLE OF CONTENTS

PROSPECTUS SUMMARY	5
RISK FACTORS	10
FORWARD LOOKING STATEMENTS	26
USE OF PROCEEDS	26
DIVIDEND POLICY	26
MARKET FOR OUR COMMON STOCK	27
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
BUSINESS	37
MANAGEMENT	51
SECURITY OWNERSHIP	56
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	57
DESCRIPTION OF SECURITIES	59
SELLING STOCKHOLDERS	60
PLAN OF DISTRIBUTION	60
LEGAL MATTERS	61
EXPERTS	61
AVAILABLE INFORMATION	62
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	63

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus.  This summary does not contain all the information that you should consider before investing in the common stock.  You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements, before making an investment decision.

THE COMPANY

Company Structure

China United Insurance Service, Inc. (“China United” or the “Company”) is a Delaware corporation organized on June 4, 2010 by Mao Yi Hsiao, a Taiwanese citizen, as a listing vehicle for ZLI Holdings Limited (“CU Hong Kong”) to be quoted on the OTCBB. CU Hong Kong, a wholly owned Hong Kong-based subsidiary of China United, was originally founded by China United, on July 12, 2010 under Hong Kong laws.

Henan Law Anhou Insurance Agency Co., Ltd. (“Henan Anhou”, formerly known as Zhengzhou Anhou Insurance Agency Co., Ltd.) was founded in Henan province of the People’s Republic of China (the “PRC”) on October 9, 2003. Henan Anhou provides insurance agency services in the PRC.

Henan Anhou’s wholly owned subsidiary Sichuan Kangzhuang Insurance Agency Co., Ltd. (“Sichuan Kangzhuang”) was founded on September 4, 2006 in Sichuan province of the PRC, and it provides insurance agency services in the PRC. On August 23, 2010, at Sichuan Kangzhuang’s general meeting of shareholders, its shareholders voted for transferring all of their equity interests in Sichuan Kangzhuang to Henan Anhou for RMB532,622 ($78,318). On September 6, 2010, the equity transfer agreements were signed between Henan Anhou and each shareholder of Sichuan Kangzhuang.

Jiangsu Law Insurance Broker Co., Ltd. (“Jiangsu Law”) was founded on September 19, 2005 in Jiangsu Province of the PRC. Jiangsu Law is allowed to provide insurance brokerage services. On August 12, 2010, at Jiangsu Law’s general meeting of shareholders, its shareholders voted for transferring all of their shareholding to Henan Anhou for RMB518,000 ($75,475). On September 28, 2010, the equity transfer agreements were signed between Henan Anhou and each individual shareholder of Jiangsu Law. On February 11, 2011, Henan Anhou has invested RMB4.82 million in Jiangsu Law to increase the registered capital to RMB10 million. The said share transfer registerd is currently under the registration and reporting process with local Administration of Industry and Commerce, or AIC, and CIRC. Jiangsu Law expects to complete the government registration or reporting process with respect to the equity interests by the end of  September 2011, subsequent to which Henan Anhou shall have complied with all of the applicable laws and regulations with respect to its holding 100% equity interests in Jiangsu Law.

The financial statements in this registration statement are those of our operating consolidated affiliated entities, Henan Anhou, Sichuan Kangzhuang, and Jiangsu Law.

On January 16, 2011, we issued a total of 20,000,000 shares of our common stock, $0.00001 par value per share, to several non U.S. persons in consideration for their previous investment of $300,000 in the Company’s subsidiaries, which has been contributed to the capital account of Zhengzhou Zhonglian Hengfu Business Consulting Limited (“CU WFOE”), a wholly owned subsidiary of CU Hong Kong. Pursuant to the PRC laws and regulations, CU WFOE is a wholly foreign owned enterprise. The issuance was made pursuant to an exemption from registration contained in Regulation S under the Securities Act of 1933, as amended.

On January 17, 2010, CU WFOE and Henan Anhou and its shareholders entered into a series of agreements known as variable interest agreements (the “VIE Agreements”) pursuant to which CU WFOE has executed effective control over Henan Anhou through these contractual arrangements. The VIE Agreements included:

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(1) An Exclusive Business Cooperation Agreement through which CU WFOE has the right to advise, consult, manage and operate Henan Anhou and collect and own all 90% of the net profits of Henan Anhou;

(2) a Power of Attorney under which the shareholders of Henan Anhou have vested their collective voting control over Henan Anhou to CU WFOE;

(3) an Option Agreement under which the shareholders of Henan Anhou have granted to CU WFOE the irrevocable right and option to acquire all of their equity interests in Henan Anhou, subject to applicable PRC laws and regulations; and

(4) a Share Pledge Agreement under which the owners of Henan Anhou have pledged all of their equity interests in Henan Anhou to CU WFOE to guarantee Henan Anhou’s performance of its obligations under the Exclusive Business Cooperation Agreement.

The foregoing description of the terms of the Exclusive Business Cooperation Agreement, the Power of Attorney, the Option Agreement and the Share Pledge Agreement is qualified in its entirety by reference to the provisions of the agreements filed as Exhibits 10.2 – 10.14 to this report, which are incorporated by reference herein.

See “Related Party Transactions” for further information on our contractual arrangements with these parties.

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The following flow chart illustrates our companies’ organizational structure:

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Our Business

We are a fast-growing insurance intermediary company operating in China, with three consolidated affiliated entities primarily focusing on sales of life, property and casualty insurance products underwritten by insurance companies as well as insurance brokerage services. We have targeted our distribution and service network in provinces with most population in China, such as Henan, Jiangsu and Sichuan. As of March 31, 2011, we have 1,043 sales professionals and 73 administrative staffs operating across 35 cities within these three provinces.

Our headquarters are located in Henan, China, where we lease approximately 11,736 square feet (1092 square meters) of office space. Our subsidiaries and consolidated affiliated entities in aggregate lease approximately 30,871 square feet (2,868 square meters) of office space. In 2010, our total rental expenses were US$106,343 (RMB 720,971)

For the six months ended December 31, 2010 and 2009, we generated revenues of $1,207,433 and $648,302, respectively. We generated revenues of $1,341,509 and a net loss of $239,755 for the year ended June 30, 2010. Our sales for the fiscal year ended June 30, 2009 were $1,301,347, with a net loss of $223,315.

As of December 31, 2010, the Company’s current liabilities exceeded its current assets by $409,560 and the Company’s total liabilities exceeded its total assets by $132,268. The Company generated a net loss of $3,446 for the six months ended December 31, 2010 and the Company’s cash position on December 31, 2010 was $1,282,964.

Impact of Applicable Chinese Laws and Regulations

Because all of our sales are generated in China, our business operations are subject to applicable Chinese laws and regulations. The insurance industry in the PRC is highly regulated. China Insurance Regulatory Commission (“CIRC”) is the regulatory authority responsible for the supervision of the Chinese insurance industry. Insurance activities undertaken within the PRC are primarily governed by the Insurance Law and the related rules and regulations.  We operate in compliance with various applicable laws and regulations include, but not limited to, labor and employment law, taxation, environmental laws and regulations, land use rights, property and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central government or local governments and agencies of the jurisdictions where we operate our business may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts from us to ensure our compliance with such regulations or interpretations.

For a detailed discussion of the material regulatory framework affecting the Company, please see the discussion under the heading “Regulatory” in the “Business” section of this prospectus.

Since January 2008, China began to implement its new corporate tax rates according to which foreign-invested enterprises and domestic enterprises are subject to enterprise income tax at a uniform rate of 25%. CU WFOE is currently subject to a corporate tax rate of 25%.

As a foreign invested enterprise and subject to applicable laws and regulations, CU WFOE is permitted to remit profits offshore and such remittance does not require any prior approval from the SAFE. Pursuant to the applicable laws and regulations, a foreign invested enterprise, such as CU WFOE, cannot distribute dividends offshore if the losses of previous years have not been covered, but dividends that were not distributed in previous years may be distributed together with those of the current year. Repatriating registered capital offshore, however, is always forbidden during the term of business operation unless the relevant government authority has duly approved the reduction of the registered capital.

Summary of the Offering

The selling stockholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The selling stockholders are selling shares of common stock covered by this prospectus for their own account.

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We will not receive any of the proceeds from the sale of these shares. The offering price of $0.015 was determined by the price for certain shares were issued to our shareholders in a private placement issuance in exchange for $300,000 investment, which has been used for the contribution into the capital account of CU WFOE. The offering price of $0.015 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTCBB, at which time the shares may be sold at prevailing market prices or privately negotiated prices. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act.

There is currently no public market for our securities and you may not be able to liquidate your investment since there is no assurance that a public market will develop for our common stock or that our common stock will ever be approved for trading on a recognized exchange.  After this document is declared effective by the U.S. Securities and Exchange Commission, we intend to seek a market maker to apply for a quotation on the OTCBB in the United States. Our shares are not and have not been listed or quoted on any exchange or quotation system. We cannot assure you that a market maker will agree to file the necessary documents with the OTCBB, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate its investment.

We intend to apply for quoting of our common stock on the OTCBB, which we estimate will cost around $210,000. The breakdown of such costs is estimated as following:

Legal Counsel	$	100,000
Auditor	$	100,000
Other vendors	$	10,000
Total:	$	210,000

We estimate that to maintain a quoting status will cost us $100,000 to $200,000 annually which will include legal and auditing expenses.

We will rely on professional services to carry out this plan, which includes, but is not limited to, a U.S. law firm with corporate and securities practice, a PCAOB registered auditor and consultants. We have engaged the Crone Law Group as our legal counsel. We have engaged Goldman Kurland Mohidin, LLP, as our independent auditor.

To be quoted on the OTCBB, we must engage a market maker to file an application for a trading symbol on our behalf with the Financial Industry Regulatory Authority (“FINRA”). This process may take between three (3) to six (6) months. We plan to engage a market maker after our registration statement is declared effective by the U.S. Securities and Exchange Commission (the “SEC”).

The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investments.  See “Risk Factors” beginning on page 10.

Where You Can Find Us

We presently maintain our principal office at Building 4F, Hesheng Plaza No. 26 Yousheng S Rd, Jinshui District, Zhengzhou, Henan, People’s Republic of China. Our telephone number is +86371-63976529. We maintain websites at www.anhou.com.

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RISK FACTORS

See “RISK FACTORS” for a discussion of the above factors and certain additional factors that should be considered in evaluating an investment in the common stock.

SUMMARY OF FINANCIAL AND OPERATING INFORMATION

The following selected financial information is derived from the Consolidated Financial Statements appearing elsewhere in this prospectus and should be read in conjunction with the Consolidated Financial Statements, including the notes thereto, appearing elsewhere in this prospectus.

Summary of Operations	Six Months Ended December 31, 2010		Six Months Ended December 31, 2009
	(Unaudited, Pro Forma)		(Unaudited, Pro Forma)
Revenues	$	1,444,918	$	994,438
Net profit	$	3,036	$	53,227
Net profit per common share (basic and diluted)	$	0.00	$	0.00
Weighted average common shares outstanding, basic and diluted		20,000,000		20,000,000

Summary of Operations	Year Ended June 30, 2010			Year Ended June 30, 2009
	(Unaudited Pro Forma)			(Unaudited Pro Forma)
Net revenue	$	2,154,629		$	1,841,008
Net loss	$	(150,738	)	$	(487,178	)
Net loss per common share (basic and diluted)	$	(0.01	)	$	(0.02	)
Weighted average common shares outstanding, basic and diluted		20,000,000			20,000,000

Statement of Financial Position	As of December 31, 2010		As of June 30, 2010
	(Unaudited, Pro Forma)		(Unaudited, Pro Forma)
Cash and cash equivalents	$	1,331,596	$	210,540
Total assets	$	1,972,672	$	587,429
Current Liabilities	$	906,296	$	364,512
Long-term Liabilities	$	0	$	0
Stockholders’ equity	$	1,066,376	$	222,917

We plan to pay the dividends only when our net income exceeds the total amount due and when the payment will not have a significant impact on our financial position. Our Delaware corporation, China United, has not declared any dividends since its inception on June 4, 2010.

RISK FACTORS

The shares of our common stock being offered for resale by the selling stockholders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of our common stock could decline and you may lose all or part of your investment.  This Risk Factors section has addressed all material risks that should be considered in evaluating an investment in the common stock.

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Risks Relating to Our Business

Our limited operating history, especially our limited experience in distributing property and casualty insurance products may not provide an adequate basis to judge our future prospects and results of operations.

We have a limited operating history. We commenced our insurance intermediary business in 2003 by distributing life insurance products and expanded our offerings to other types of property and casualty insurance products in 2009. We started distributing automobile insurance business in 2010. Life insurance products accounted for 92.7% and 73.57% of our total net revenues in 2009 and 2010, respectively. Property and casualty insurance products accounted for 7.3% and 26.43% of our total net revenues in 2009 and 2010, respectively. While we regard life insurance distribution and property and casualty insurance as two major areas of our future growth strategy, we cannot assure you that our efforts to further develop these businesses will be successful. If our life insurance distribution and property and casualty insurance distribution fail to grow, our future growth will be significantly affected. In addition, our limited operating history, especially our limited experience in selling property and casualty insurance products, may not provide a meaningful basis for you to evaluate our business, financial performance and prospects.

If we fail to attract and retain productive agents, our business could suffer.

Our entire sales of property and casualty insurance products and our entire sales of life insurance products are conducted through our individual sales agents, who are not our employees. Some of these sales agents are significantly more productive than others in generating sales. If we are unable to attract and retain the core group of highly productive sales agents, our business could be materially and adversely affected. Competition for sales personnel from insurance companies and other insurance intermediaries may also force us to increase the compensation of our sales agents, which would increase operating costs and reduce our profitability.

Our business and prospects could be materially and adversely affected if we are not able to manage our growth successfully.

We commenced our insurance intermediary business in 2003 and have expanded our operations substantially in recent years. Our distribution and service networks expanded from one company in one province to two insurance agencies and one brokerage in 3 provinces as of January 31, 2011. Meanwhile, we have broadened our service offerings from the distribution of only life insurance products to cover a wide variety of property and casualty insurance and automobile insurance products. We anticipate continued growth in the future through multiple means. Our expansion has placed, and will continue to place, substantial demands on our managerial, operational, technological and other resources. To manage and support our continued growth, we must continue to improve our operational, administrative, financial and technological systems, procedures and controls, and expand, train and manage our growing employee and agent base. Furthermore, our management will be required to maintain and expand our relationships with insurance companies, other insurance intermediaries, regulators and other third parties. We cannot assure you that our current and planned personnel, systems, procedures and controls will be adequate to support our future operations. Any failure to effectively and efficiently manage our expansion could materially and adversely affect our ability to capitalize on new business opportunities, which in turn could have a material adverse effect on our results of operations.

We may be unsuccessful in identifying and acquiring suitable acquisition candidates, which could adversely affect our growth.

We expect our future growth to come from acquisitions of high-quality independent insurance agencies and brokerages as well as establishment of new insurance agencies and brokerages. There is no assurance that we can successfully identify suitable acquisition candidates, especially in those provinces where we do not yet have a presence. Even if we identify suitable candidates, we may not be able to complete an acquisition on terms that are commercially acceptable to us. In addition, we compete with other entities to acquire high-quality independent insurance agencies and brokerages. Many of our competitors may have substantially greater financial resources than we do and may be able to outbid us for these acquisition targets. If we are unable to complete acquisitions, our growth strategy may be impeded and our earnings or revenue growth may be negatively affected.

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If we fail to integrate acquired companies efficiently, or if the acquired companies do not perform to our expectations, our business and results of operations may be adversely affected.

Even if we succeed in acquiring other insurance agencies and brokerages, our ability to integrate an acquired entity and its operations is subject to a number of factors. These factors include difficulties in the integration of acquired operations and retention of personnel, especially the sales agents who are not employees of the acquired company, entry into unfamiliar markets, unanticipated problems or legal liabilities, and tax and accounting issues. The need to address these factors may divert management’s attention from other aspects of our business and materially and adversely affect our business prospects. In addition, costs associated with integrating newly acquired companies could negatively affect our operating margins.

Furthermore, the acquired companies may not perform to our expectations for various reasons, including legislative or regulatory changes that affect the insurance products in which a company specializes, the loss of key clients after the acquisition closes, general economic factors that impact a company in a direct way and the cultural incompatibility of an acquired company’s management team with us. If an acquired company cannot be operated at the same profitability level as our existing operations, the acquisition would have a negative impact on our operating margin. Our inability to successfully integrate an acquired entity or its failure to perform to our expectations may materially and adversely affect our business, prospects, results of operations and financial condition.

Because the commission and fee revenue we earn on the sale of insurance products is based on premiums and commission and fee rates set by insurance companies, any decrease in these premiums or commission and fee rates may have an adverse effect on our results of operations.

We are engaged in the insurance agency and brokerage business and derive revenues primarily from commissions and fees paid by the insurance companies whose policies our customers purchase. The commission and fee rates are set by insurance companies and are based on the premiums that the insurance companies charge. Commission and fee rates and premiums can change based on the prevailing economic, regulatory, taxation-related and competitive factors that affect insurance companies. These factors, which are not within our control, include the ability of insurance companies to place new business, underwriting and non-underwriting profits of insurance companies, consumer demand for insurance products, the availability of comparable products from other insurance companies at a lower cost, the availability of alternative insurance products such as government benefits and self-insurance plans, as well as the tax deductibility of commissions and fees and the consumers themselves. In addition, premium rates for certain insurance products, such as the mandatory automobile liability insurance that each automobile owner in the PRC is legally required to purchase, are tightly regulated by China Insurance Regulatory Commission, or the CIRC.

Because we do not determine, and cannot predict, the timing or extent of premium or commission and fee rate changes, we cannot predict the effect any of these changes may have on our operations. Since China’s entry into the WTO in December 2001, intense competition among insurance companies has led to a gradual decline in premium rate levels of some property and casualty insurance products. Although such decline may stimulate demand for insurance products and increase our total sales volume, it also reduces the commissions and fees we earn on each policy sold. Any decrease in premiums or commission and fee rates may significantly affect our profitability. In addition, our budget for future acquisitions, capital expenditures and other expenditures may be disrupted by unexpected decreases in revenues caused by decreases in premiums or commission and fee rates, thereby adversely affecting our operations.

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Competition in our industry is intense and, if we are unable to compete effectively, we may lose customers and our financial results may be negatively affected.

The insurance intermediary industry in China is highly competitive, and we expect competition to persist and intensify. In insurance product distribution, we face competition from insurance companies that use their in-house sales force and exclusive sales agents to distribute their products, and from business entities that distribute insurance products on an ancillary basis, such as commercial banks, postal offices and automobile dealerships, as well as from other professional insurance intermediaries. We compete for customers on the basis of product offerings, customer services and reputation. Many of our competitors have greater financial and marketing resources than we do and may be able to offer products and services that we do not currently offer and may not offer in the future. If we are unable to compete effectively against those competitors, we may lose customers and our financial results may be negatively affected.

Quarterly and annual variations in our commission and fee revenue may have unexpected impacts on our results of operations.

Our commission and fee revenue is subject to both quarterly and annual fluctuations as a result of the seasonality of our business, the timing of policy renewals and the net effect of new and lost business. Historically, our commission and fee revenue, particularly revenue derived from distribution of life insurance products, for the fourth quarter of any given year has been the highest among all four quarters, while our commission and fee revenue for the first quarter of any given year has been the lowest among all four quarters. The factors that cause the quarterly and annual variations are not within our control. Specifically, consumer demand for insurance products can influence the timing of renewals, new business and lost business, which generally includes policies that are not renewed, and cancellations. As a result, you may not be able to rely on quarterly or annual comparisons of our operating results as an indication of our future performance.

If our contracts with insurance companies are terminated or changed, our business and operating results could be adversely affected.

We primarily act as agents for insurance companies in distributing their products to retail customers. Our relationships with the insurance companies are governed by agreements between us and the insurance companies. See “Business—Insurance Company Partners.” These contracts establish, among other things, the scope of our authority, the pricing of the insurance products we distribute and our fee rates. These contracts typically have a term of one year and will be automatically extended for successive one-year term unless terminated earlier with at least thirty (30) days or sixty (60) days advance notice prior to its expiration.

For the year ended June 30, 2010, our top five insurance company partners, after aggregating the business conducted between our insurance agencies and brokerage firm and the various local branches of the insurance companies, were Taiping Life Insurance Co., Ltd., Sunshine Insurance Group Corporation Limited, Allianz China Life Insurance Co., Ltd., VIVA-COFCO Life Insurance Co., Ltd. and AEGON-CNOOC Life Insurance Co., Ltd. Among them, Taiping Life Insurance Co., Ltd. accounted for 41.39% of our total net revenues from commissions and fees in 2010. The termination of our contracts with insurance companies that in aggregate account for a significant portion of our business, or changes to material terms of these contracts, could adversely affect our business and operating results.

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Our future success depends on the continuing efforts of our senior management team and other key personnel, and our business may be harmed if we lose their services.

Our future success depends heavily upon the continuing services of the members of our senior management team and other key personnel, in particular Mr. Lo Chung Me, the Chief Executive Officer, Ms. Tsai Shiu Fang, the Chief Financial Officer, Mr. Hsu Wen Yuan, the Chief Marketing Officer, Mr. Hsieh Tung Chi, Chief Operating Officer, and Mr. Chiang Te-Yun, the Chief Technology Officer. If one or more of our senior executives or other key personnel, are unable or unwilling to continue in their present positions, we may not be able to replace them easily, or at all. As such, our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. Competition for senior management and key personnel is intense, the pool of qualified candidates is very limited, and we may not be able to retain the services of our senior executives or key personnel, or attract and retain high-quality senior executives or key personnel in the future. As is customary in the PRC, we do not have insurance coverage for the loss of our senior management team or other key personnel.

In addition, if any member of our senior management team or any of our other key personnel joins a competitor or forms a competing company, we may lose customers, sensitive trade information and key professionals and staff members. Each of our executive officers and key employees has entered into an employment agreement with our consolidated affiliated entities, respectively, which contains confidentiality and non-competition provisions. These agreements generally have an initial term of two years, and may be extended by mutual agreement.See “Management—Employment Agreements” for a more detailed description of the key terms of these employment agreements. If any disputes arise between any of our senior executives or key personnel and us, we cannot assure you of the extent to which any of these agreements may be enforced.

Sales agent and employee misconduct is difficult to detect and deter and could harm our reputation or lead to regulatory sanctions or litigation costs.

Sales agent and employee misconduct could result in violations of law by us, regulatory sanctions, litigation or serious reputational or financial harm. Misconduct could include:

• making misrepresentation when marketing or selling insurance products to customers;

• hindering insurance applicants from making full and accurate mandatory disclosures or inducing applicants into make misrepresentations;

• hiding or falsifying material information in relation to the insurance contracts;

• fabricating or altering insurance contracts without authorization from relevant parties, selling false policies, or providing false documents on behalf of the applicants;

• falsifying insurance agency business or fraudulently returning insurance policies to obtain commissions;

• colluding with applicants, insured, or beneficiaries to obtain insurance benefits;

• engaging in false claims; or

• otherwise not complying with laws and regulations or our control policies or procedures.

We cannot always deter sales agent or employee misconduct, and the precautions we take to prevent and detect these activities may not be effective in all cases. We cannot assure you, therefore, that sales agent or employee misconduct will not lead to a material adverse effect on our business, results of operations or financial condition.

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All of our personnel engaging in insurance agency or brokering are required under relevant PRC regulations to have a qualification certificate issued by the CIRC. If these qualification requirements are strictly enforced in the future, our business may be materially and adversely affected.

All of our personnel who engage in insurance agency and brokering are required under relevant PRC regulations to obtain a qualification certificate from the CIRC in order to conduct insurance agency or brokering. See “Business —Regulation.” In addition, we understand that the CIRC requires that every individual agent carry the qualification certificate and other credentials showing specific information when conducting agency business. Under the relevant PRC regulations, an insurance agency or brokerage that retains unqualified personnel to engage in insurance intermediary activities may be imposed a fine up to RMB30,000. As of December 31, 2010, approximately 84% of our sales professionals had received a qualification certificate. If more local CIRC agencies were to strictly enforce these regulations in the future, and if a substantial number of our sales forces remain unqualified, our business may be adversely affected. Moreover, we may be subject to fines and other administrative proceedings for the failure of our insurance professionals to obtain the necessary CIRC qualification certificate. Any such fines or administrative proceedings could materially and adversely affect our business, financial condition and results of operations.

Our businesses are highly regulated, and the administration, interpretation and enforcement of the laws and regulations currently applicable to us involve uncertainties, which could materially and adversely affect our business and results of operations.

We operate in a highly regulated industry. The CIRC has extensive authority to supervise and regulate the insurance industry in China. In exercising its authority, the CIRC is given wide discretion, and the administration, interpretation and enforcement of the laws and regulations applicable to us involve uncertainties that could materially and adversely affect our business and results of operations. For example, it is not clear when the CIRC will start strictly enforcing the qualification requirements for sales professionals affiliated with professional insurance intermediaries like us. Although we have not had any material violations to date, we cannot assure you that our operations will always be consistent with the interpretation and enforcement of the laws and regulations by the CIRC from time to time.

Further development of regulations in China may impose additional costs and restrictions on our activities.

China’s insurance regulatory regime is undergoing significant changes. Some of these changes and the further development of regulations applicable to us may result in additional restrictions on our activities or more intensive competition in this industry. For example, under the provisions for administration of professional insurance agencies and brokerages promulgated on September 25, 2009, insurance agencies and brokerage companies are required to increase their guaranty deposit, which generally cannot be withdrawn without the CIRC’s approval, when they open any new branches. Furthermore, pursuant to the provisions, the minimum registered capital requirements for insurance agencies and brokerages have been increased substantially. See “Business—Regulation.” Insurance agencies and brokerages that have been established before October 1, 2009 will be given a three-year phase-in period until October 1, 2012 to meet the new minimum registered capital requirement. Such increase would reduce the amount of cash available for other business purposes. In addition, according to the Insurance Law amended on February 28, 2009, sole-proprietor insurance agencies are now allowed. This change may lead to intensified competition among insurance agencies. Such development of regulations could materially and adversely affect our business and results of operations. In addition, the CIRC issued an Opinion of CIRC on Reforming and Improving the Management System of Insurance Salespersons in September 2010, which requires the insurance companies and insurance intermediaries to build up a clear legal relationship with the insurance salespersons, improve the fundamental protection rights of the insurance salespersons, and encourage the insurance companies and insurance intermediaries to actively explore new models and marketing channels for insurance sales system. As the opinion is relatively new and currently there are no implementation rules, the implementation and interpretation of this opinion may involve substantial uncertainties.

If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud.

After this Registration Statement is declared effective by the SEC we will be subject to reporting obligations under U.S. securities laws. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules adopted by the Securities and Exchange Commission, every public company is required to include a management report on the company’s internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal controls over financial reporting. These requirements will first apply to our annual report on Form 10-K for the fiscal year ending on June 30, 2012.

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There is no assurance that we will be able to maintain effective internal controls over financial reporting in the future. If we fail to do so, we may not be able to produce reliable financial reports and prevent fraud. Moreover, if we were not able to conclude that we have effective internal controls over financial reporting, investors may lose confidence in the reliability of our financial statements, which would negatively impact the trading price of our shares. Our reporting obligations as a public company, including our efforts to comply with Section 404 of the Sarbanes-Oxley Act, will continue to place a significant strain on our management, operational and financial resources and systems for the foreseeable future.

Any significant failure in our information technology systems could have a material adverse effect on our business and profitability.

Our business is highly dependent on the ability of our information technology systems to timely process a large number of transactions across different markets and products at a time when transaction processes have become increasingly complex and the volume of such transactions is growing rapidly. The proper functioning of our financial control, accounting, customer database, customer service and other data processing systems, together with the communication systems of our various subsidiaries and consolidated affiliated entities and our main offices in Henan, is critical to our business and to our ability to compete effectively. We cannot assure you that our business activities would not be materially disrupted in the event of a partial or complete failure of any of these primary information technology or communication systems, which could be caused by, among other things, software malfunction, computer virus attacks or conversion errors due to system upgrading. In addition, a prolonged failure of our information technology system could damage our reputation and materially and adversely affect our future prospects and profitability.

If we are unable to respond in a timely and cost-effective manner to rapid technological change in the insurance intermediary industry, there may be a resulting adverse effect on business and operating results.

The insurance industry is increasingly influenced by rapid technological change, frequent new product and service introductions and evolving industry standards. For example, the insurance intermediary industry has increased use of the Internet to communicate benefits and related information to consumers and to facilitate information exchange and transactions. We believe that our future success will depend on our ability to continue to anticipate technological changes and to offer additional product and service opportunities that meet evolving standards on a timely and cost-effective basis. There is a risk that we may not successfully identify new product and service opportunities or develop and introduce these opportunities in a timely and cost-effective manner. In addition, product and service opportunities that our competitors develop or introduce may render our products and services uncompetitive. As a result, we can give no assurances that technological changes that may affect our industry in the future will not have a material adverse effect on our business and results of operations.

We face risks related to health epidemics, severe weather conditions and other catastrophes, which could materially and adversely affect our business.

Our business could be materially and adversely affected by the outbreak of avian flu, severe acute respiratory syndrome, or SARS, another health epidemic, severe weather conditions or other catastrophes. In April 2009, influenza A (H1N1), a new strain of flu virus commonly referred to as “swine flu,” was first discovered in North America and quickly spread to other parts of the world, including China. In January and February 2008, a series of severe winter storms afflicted extensive damages and significantly disrupted people’s lives in large portions of southern and central China. In May 2008, an earthquake measuring 8.0 on the Richter scale hit Sichuan province in southwestern China, causing huge casualties and property damages. Because our business operations rely heavily on the efforts of individual sales agents, any prolonged recurrence of avian flu or SARS, or the occurrence of other adverse public health developments such as influenza A (H1N1), severe weather conditions such as the massive snow storms in January and February 2008 and other catastrophes such as the Sichuan earthquake may significantly disrupt our staffing and otherwise reduce the activity level of our work force, thus causing a material and adverse effect on our business operations.

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Risks Related to Our Corporate Structure

If the PRC government finds that the agreements that establish the structure for operating our China business do not comply with applicable PRC laws and regulations, we could be subject to severe penalties.

PRC laws and regulations place certain restrictions on foreign investment in and ownership of insurance intermediary companies. We conduct our operations in China principally through contractual arrangements among CU WFOE, our consolidated affiliated entity, Henan Law Anhou Insurance Agency Co., Ltd., or Henan Anhou, and the shareholders of Henan Anhou. Henan Anhou directly holds 100% equity interests in one PRC insurance agency and one brokerage. Henan Anhou and these wholly owned subsidiaries of Henan Anhou hold the licenses and permits necessary to conduct our insurance intermediary business in China.

Our contractual arrangements with Henan Anhou, its shareholders enable us to:

• exercise effective control over Henan Anhou and its subsidiaries;

• receive a substantial portion of the economic benefits of Henan Anhou and its subsidiaries in consideration for the services provided by our wholly-owned subsidiary in China; and

• have an exclusive option to purchase all or part of the equity interests in Henan Anhou when and to the extent permitted by PRC law.

Because of these contractual arrangements, we are the primary beneficiary of Henan Anhou and its subsidiaries and have consolidated them into our consolidated financial statements. If we, our consolidated affiliated entity, Henan Anhou or any of the existing and future subsidiaries of Henan Anhou are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities, including the CIRC, will have broad discretion in dealing with such violations, including:

• revoking the business and operating licenses of our PRC subsidiary and consolidated affiliated entities;

• restricting or prohibiting any related-party transactions among our PRC subsidiary and consolidated affiliated entities;

• imposing fines or other requirements with which we, our PRC subsidiary or our consolidated affiliated entities may not be able to comply;

• requiring us, our PRC subsidiary or our consolidated affiliated entities to restructure the relevant ownership structure or operations; or

• restricting or prohibiting us from providing additional funding for our business and operations in China.

The imposition of any of these penalties could result in a material and adverse effect on our ability to conduct our business.

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We rely on contractual arrangements with Henan Anhou and its shareholders for our China operations, which may not be as effective in providing operational control as direct ownership.

We have relied and expect to continue to rely on contractual arrangements with our PRC consolidated affiliated entities, Henan Anhou and its subsidiaries, and its shareholders to operate our business in China. For a description of these contractual arrangements, see “Business—Organizational Structure.” These contractual arrangements may not be as effective in providing us with control over Henan Anhou and its subsidiaries as direct ownership. We have no direct or indirect equity interests in Henan Anhou or any of its subsidiaries.

If we had direct ownership of Henan Anhou and its subsidiaries, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of Henan Anhou and its subsidiaries, which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level. But under the current contractual arrangements, as a legal matter, if Henan Anhou or any of its subsidiaries and shareholders fails to perform its or his obligations under these contractual arrangements, we may have to incur substantial costs and other resources to enforce such arrangements and rely on legal remedies under PRC law, including seeking specific performance or injunctive relief and claiming damages, which may not be effective. For example, if the shareholders of Henan Anhou were to refuse to transfer their equity interest in Henan Anhou to us or our designee when we exercise the call option pursuant to these contractual arrangements, or if they were otherwise to act in bad faith toward us, then we may have to take legal action to compel them to fulfill their contractual obligations.

All of our contractual arrangements with Henan Anhou and its subsidiaries and shareholders are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over our consolidated affiliated entities, and our ability to conduct our business may be negatively affected.

The new PRC Property Rights Law may affect the perfection of the pledge in our equity pledge agreements with our consolidated affiliated entity and its individual shareholders.

Under the equity pledge agreements among CU WFOE and Henan Anhou and its respective individual shareholders, the individual shareholders of Henan Anhou have pledged all of their equity interests in the entity to CU WFOE by recording the pledges on the shareholder registers of the respective entities. However, according to the PRC Property Rights Law, which became effective on October 1, 2007, a pledge is not effective without being registered with the relevant local administration for industry and commerce. The State Administration for Industry and Commerce and Henan Administration for Industry and Commerce have adopted registration procedures with respect to the registration of equity interest pledge according to the Property Rights Law. Anhou is in the process of registering the pledges of their respective equity interests, with the Henan Administration for Industry and Commerce. We cannot assure you that they will be able to register the pledges. If they are unable to do so, the pledges may be deemed ineffective under the PRC Property Rights Law. If any individual shareholder of Henan Anhou breaches his or her obligations under the agreement with CU WFOE, there is a risk that CU WFOE may not be able to successfully enforce the pledge and would need to resort to legal proceedings to enforce its contractual rights.

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Contractual arrangements we have entered into with Henan Anhou may be subject to scrutiny by the PRC tax authorities. A finding that we owe additional taxes could substantially reduce our consolidated net income and the value of your investment.

Under PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. We could face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements between our PRC subsidiary and Henan Anhou are not on an arm’s-length basis and adjust the income of Henan Anhou in the form of a transfer pricing adjustment. A transfer pricing adjustment could among other things, result in a reduction, for PRC tax purposes, of expense deductions recorded by Henan Anhou, which could in turn increase their respective tax liabilities. Moreover, the PRC tax authorities may impose penalties on our consolidated affiliated entities for underpayment of taxes. Our consolidated net income may be materially and adversely affected by the occurrence of any of the foregoing.

We may have exposure to greater than anticipated tax liabilities.

We are subject to income tax, business tax and other taxes in many provinces and cities in China and our tax structure is subject to review by various local tax authorities. The determination of our provision for income tax and other tax liabilities requires significant judgment. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our estimates are reasonable, the ultimate decisions by the relevant tax authorities may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.

PRC regulation of direct investment by offshore holding companies to PRC entities may delay or prevent us from making additional capital contributions to our PRC subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

We are an offshore holding company conducting our operations in China through PRC subsidiary and consolidated affiliated entities. In order to provide additional funding to our PRC subsidiary and consolidated affiliated entities, we may make additional capital contributions to our PRC subsidiary.

Any capital contributions we make to our PRC subsidiary, must be approved by the PRC Ministry of Commerce or its local counterparts, and registered with the SAFE or its local counterparts. Such applications and registrations could be time consuming and their outcomes would be uncertain.

We cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future capital contributions by us to our PRC subsidiary. If we fail to complete such registrations or obtain such approvals, our ability to capitalize or otherwise fund our PRC operations may be negatively affected, which could adversely and materially affect our liquidity and our ability to fund and expand our business.

Certain acquisition by the consolidated affiliated entity and the intended capital increase are subject to registration and reporting procedures with relevant governmental authorities which involves uncertainty.

The consolidated affiliated entity, Henan Anhou, has executed the share transfer agreements for the acquisition of Jiangsu Law and intends to increase its registered capital to RMB10 million. Pursuant to applicable PRC laws and regulations, the said acquisition is still subject to registration and reporting with the local counterparts of AIC and CIRC which involves uncertainty on when or whether such registration or reporting can be completed. If such registration or reporting could not be completed on time or at all, it may have a negative impact on the operation of our company. For example, if the transfer is not completed, China United would not be able to include the financials of Jiangsu Law in the Company’s consolidated financial statements and would not be able to benefit from the performance of Jiangsu Law.

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Risks Related to Doing Business in China

Adverse changes in economic and political policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could adversely affect our business.

Substantially all of our business operations are conducted in China. Accordingly, our results of operations, financial condition and prospects are subject to a significant degree to economic, political and legal developments in China. China’s economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past 30 years or so, growth has been uneven across different regions and among various economic sectors of China. The PRC government has implemented various measures to encourage economic development and guide the allocation of resources. While some of these measures benefit the overall PRC economy, they may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us.

Although the PRC government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, the PRC government still owns a substantial portion of productive assets in China. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Actions and policies of the PRC government could materially affect our ability to operate our business.

Uncertainties with respect to the PRC legal system could adversely affect us.

We conduct our business primarily through our PRC subsidiary and consolidated affiliated entities in China. Our operations in China are governed by PRC laws and regulations. Our PRC subsidiary and consolidated affiliated entities are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to wholly foreign-owned enterprises. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value.

Although, since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until some time after the violation. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

Governmental control of currency conversion may affect the value of your investment.

The PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the SAFE by complying with certain procedural requirements. But approval from appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. Under our current corporate structure, the primary source of our income at the holding company level is dividend payments from our PRC subsidiary. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiary and our consolidated affiliated entities to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency needs, we may not be able to pay dividends in foreign currencies to our shareholders.

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Our global income or the dividends we receive from our PRC subsidiary may be subject to PRC tax under the EIT Law, which could have a material adverse effect on our results of operations.

Under the PRC Enterprise Income Tax Law, or the EIT Law, an enterprise established outside of the PRC with “de facto management bodies” within the PRC is considered a resident enterprise and will be subject to the EIT at the rate of 25% on its worldwide income. The Implementation Rules of the EIT Law, or the Implementation Rules, define the term “de facto management bodies” as “establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise.” The State Administration of Taxation issued the Notice Regarding the Determination of Chinese-Controlled Overseas Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or SAT Circular 82, on April 22, 2009. SAT Circular 82 provides certain specific criteria, only applicable to overseas registered enterprises controlled by PRC enterprises, not to those controlled by PRC individuals, for determining whether the “de facto management body” of a Chinese-controlled overseas-incorporated enterprise is located in China. However, it’s uncertain whether the State Administration of Taxation would make such criteria set forth in Circular 82 in the future generally applicable to determination of the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or individuals. If we are deemed a resident enterprise, we may be subject to the EIT at 25% on our global income, except that the dividends we receive from our PRC subsidiary will be exempt from the EIT to the extent such dividends are deemed as “dividends among qualified PRC resident enterprise.” If we are considered a resident enterprise and earn income other than dividends from our PRC subsidiary, a 25% EIT on our global income could significantly increase our tax burden and materially and adversely affect our cash flow and profitability.

Under the applicable PRC tax laws in effect before January 1, 2008, dividend payments to foreign investors made by foreign-invested enterprises in China, were exempt from PRC withholding tax. Pursuant to the EIT Law and the Implementation Rules, however, dividends payable by a foreign-invested enterprise in China to its foreign investors will be subject to a 10% withholding tax, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. Hong Kong, where our wholly-owned subsidiary and the 100% shareholder of CU WFOE is incorporated, has such tax treaty with China. Under the EIT Law and the Implementation Rules, if we are regarded as a resident enterprise, the dividends we receive from our PRC subsidiary will be exempt from the EIT, because such dividend income and other distributions with respect to equity interests derived by a PRC resident enterprise from direct investment in another PRC resident enterprise is exempted under the EIT Law. If, however, we are not regarded as a resident enterprise, our PRC subsidiary will be required to pay a 5% withholding tax for any dividends they pay to us subject to applicable PRC laws and regulations. As a result, the amount of fund available to us to meet our cash requirements, including the payment of dividends to our shareholders, could be materially reduced.

Under the EIT Law, dividends payable by us and gains on the disposition of our shares could be subject to PRC taxation.

Because there remains uncertainty regarding the interpretation and implementation of the EIT Law and its Implementation Rules, it is uncertain whether any dividends to be distributed by us, if we are regarded as a PRC resident enterprise, to our non-PRC corporate shareholders would be subject to any PRC withholding tax. If we are required under the EIT Law to withhold PRC income tax on our dividends payable to our non-PRC corporate shareholders, or if gains on the disposition of our shares are subject to the PRC EIT, your investment in our ordinary shares may be materially and adversely affected.

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We rely principally on dividends and other distributions on equity paid by our subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business.

We are a holding company, and we rely principally on dividends from our PRC subsidiary in China and service, license and other fees paid to our PRC subsidiary by our consolidated affiliated entities for our cash requirements, including any debt we may incur. Current PRC regulations permit our PRC subsidiary to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiary is required to set aside at least 10% of its after-tax profits each year as reported in its PRC statutory financial statements, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital, and our PRC subsidiary that is considered foreign-invested enterprises is required to further set aside a portion of its after-tax profits as reported in its PRC statutory financial statements to fund the employee welfare fund at the discretion of the board. These reserves are not distributable as cash dividends. Furthermore, if our PRC subsidiary and consolidated affiliated entities in China incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements we currently have in place in a manner that would materially and adversely affect our subsidiary’s ability to pay dividends and other distributions to us. Any limitation on the ability of our subsidiary and consolidated affiliated entities to distribute dividends or other payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends, or otherwise fund and conduct our business.

Fluctuation in the value of the RMB may have a material adverse effect on your investment.

The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under the new policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in an approximately 19.5% appreciation of the RMB against the U.S. dollar between July 21, 2005 and April 15, 2011. However, under the current global financial and economic conditions, it is impossible to predict with any certainty how the RMB will move vis-à-vis the U.S. dollar in the near future.

Our revenues and costs are mostly denominated in the RMB, and a significant portion of our financial assets are also denominated in RMB. We rely entirely on dividends and other fees paid to us by our subsidiary and consolidated affiliated entities in China. Any significant appreciation or depreciation of the RMB against the U.S. dollar may affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our ordinary shares in U.S. dollars. For example, a further appreciation of the RMB against the U.S. dollar would make any new RMB-denominated investments or expenditures more costly to us, to the extent that we need to convert U.S. dollars into the RMB for such purposes. An appreciation of the RMB against the U.S. dollar would also result in foreign currency translation losses for financial reporting purposes when we translate our U.S. dollar denominated financial assets into the RMB, as the RMB is our reporting currency. Conversely, a significant depreciation of the RMB against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our reported earnings, and may adversely affect the price of our shares.

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The PRC Labor Contract Law and its implementing rules may adversely affect our business and results of operations.

On June 29, 2007, the Standing Committee of the National People’s Congress of China promulgated the Labor Contract Law, which became effective on January 1, 2008. On September 18, 2008, the State Council promulgated the implementing rules for the Labor Contract Law, which became effective upon adoption. This new labor law and its implementing rules have reinforced the protection for employees, who, under the existing PRC Labor Law, already have certain rights, such as the right to have written labor contracts, the right to enter into labor contracts with indefinite terms under specific circumstances, the right to receive overtime wages when working overtime, and the right to terminate in the labor contracts. In addition, the Labor Contract Law and its implementing rules have made some amendments to the existing PRC Labor Law and added some clauses that could increase cost of labor to employers. As the Labor Contract Law and its implementing rules are relatively new, there remains significant uncertainty as to their interpretation and application by the PRC government authorities. In the event that we decide to significantly reduce our workforce, the Labor Contract Law and its implementing rules could adversely affect our ability to effect these changes cost-effectively or in the manner we desire, which could lead to a negative impact on our business and results of operations.

We may have difficulty establishing adequate management, legal and financial controls in the people’s republic of China.

The PRC historically has been deficient in Western style management and financial reporting concepts and practices, as well as in modern banking, computer and other control systems. We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the PRC. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards.

If the China Securities Regulatory Commission, or CSRC, or another PRC regulatory agency, determines that CSRC approval is required in connection with this offering, this offering may be delayed or cancelled, or we may become subject to penalties.

On August 8, 2006, six PRC regulatory agencies, including the CSRC, promulgated the Regulation on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the “No 10 Regulation”), which became effective on September 8, 2006. This new regulation, among other things, has certain provisions that require special purpose vehicle, or SPVs, formed by PRC individual for the purpose of acquiring PRC domestic companies under common control of such PRC individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock market.  In our case, the formation on June 10, 2010 by Mao Yi Hsiao, a Taiwanese national, of China United Insurance Service, Inc., a Delaware corporation and subsequent entrance into VIE arrangements with Henan Anhou, should not be deemed as a PRC individual’s acquisition of a PRC domestic company as contemplated by the No. 10 Regulation and we therefore have not applied to the CSRC for approval. Nonetheless, if the CSRC or another PRC regulatory agency subsequently determines that the CSRC’s approval is required for this offering, we may face sanctions by the CSRC or another PRC regulatory agency. If this happens, these regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, restrict or prohibit payment or remittance of dividends to us or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our shares. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to delay or cancel this offering before settlement and delivery of the shares being offered by us.

It may be difficult to affect service of process and enforcement of legal judgments upon us and our officers and directors because they reside outside the United States.

As our operations are presently based in PRC and a majority of our directors and all of our officers reside in PRC, our service of process and such directors and officers may be difficult to effect within the United States. Also, our main assets are located in PRC and any judgment obtained in the United States against us may not be enforceable outside the United States.

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We have no plan to declare any dividends to shareholders in the near future.

We currently intend to retain our future earnings, if any, to support our operations and to finance expansion. The declaration, and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

Risks Associated with Our Shares of Common Stock

You may not be able to liquidate your investment since there is no assurance that a public market will develop for our common stock or that our common stock will ever be approved for trading on a recognized exchange.

There is no established public trading market for our securities. After this document is declared effective by the U.S. Securities and Exchange Commission, we intend to seek a market maker to apply for a quotation on the OTCBB in the United States. Our shares are not and have not been listed or quoted on any exchange or quotation system. We cannot assure you that a market maker will agree to file the necessary documents with the OTCBB, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, you may be unable to liquidate its investment, which will result in the loss of your investment.

The offering price of the shares was arbitrarily determined, and therefore should not be used as an indicator of the future market price of the securities. Therefore, the offering price bears no relationship to our actual value, and may make our shares difficult to sell.

The offering price of $0.015 for the shares of common stock was based upon the sale price in our recent private placement. The sale price in the private placement was arbitrarily determined. The factors considered in determining the sale price were our financial condition and prospects, our limited operating history and the general condition of the securities market. Therefore, the offering price is not an indication of and is not based upon our actual value. The offering price bears no relationship to our book value, assets or earnings or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

Future sales by our stockholders may negatively affect our stock price and our ability to raise funds in new stock offerings.

Sales of our common stock in the public market could lower the market price of our common stock. Sales may also make it more difficult for us to sell equity securities or equity-related securities in the future at a time and price that our management deems acceptable or at all. Of the 20,100,503 shares of common stock outstanding as of April 30, 2011, 1,000,000 shares are, or will be, freely tradable without restriction upon the effective date of this registration statement, unless held by our “affiliates”. The remaining 19,503,000 shares of common stock, which will be held by existing stockholders, including the officers and directors, are “restricted securities” and may be resold in the public market only if registered or pursuant to an exemption from registration. Some of these shares may be resold under Rule 144.

“Penny Stock” rules may make buying or selling our common stock difficult.

Trading in our securities will be subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker- dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commission’s regulations concerning the transfer of penny stocks. These regulations require broker- dealers to:

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· Make a suitability determination prior to selling a penny stock to the purchaser;

· Receive the purchaser’s written consent to the transaction; and

· Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

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FORWARD LOOKING STATEMENTS

Information included or incorporated by reference in this prospectus may contain forward-looking statements.  This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.  Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.

This prospectus contains forward-looking statements, including statements regarding, among other things, (a) our projected sales and profitability, (b) our technology, (c) our manufacturing, (d) the regulation to which we are subject, (e) anticipated trends in our industry and (f) our needs for working capital. These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Business,” as well as in this prospectus generally.  Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this prospectus generally.  In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this prospectus will in fact occur.

Except as otherwise required by applicable laws, we undertake no obligation to publicly update or revise any forward-looking statements or the risk factors described in the prospectus, whether as a result of new information, future events, changed circumstances or any other reason after the date of this prospectus.

USE OF PROCEEDS

The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any portion of the proceeds from the sale or other disposition of the shares of common stock covered hereby, or interests therein, by the selling stockholders.

We have agreed to bear the expenses of the registration of the shares. We anticipate that these expenses will be approximately $210,000. 

DIVIDEND POLICY

The holders of our common stock are entitled to receive dividends when, as and if declared by the board of directors out of funds legally available therefore. To date, we have not declared nor paid any cash dividends. The board of directors does not intend to declare any dividends in the foreseeable future, but instead intends to retain all earnings, if any, for use in our business operations.

DETERMINATION OF OFFERING PRICE

No market currently exists for our common stock. Therefore, the offering price of $0.015 was based on the offering price of shares sold pursuant to our Regulation S issuance completed in January 2011 in which we issued a total of 20,000,000 shares of our common stock to 44 shareholders at a price per share of $0.015 for an aggregate offering price of $300,000.

We issued common shares to our legal counsel as partial compensation for legal services rendered. The per share price of such shares are consistent with $0.015 per share valuation in the above mentioned offering.

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DILUTION

The common stock to be sold by the selling stockholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.

PENNY STOCK CONSIDERATIONS

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the U.S. Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules.

MARKET FOR OUR COMMON STOCK

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the Over the Counter Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the OTCBB or, if traded, that a public market will materialize.

Holders of Our Common Stock

As of the date of this registration statement, we had 47 registered shareholders.

Registration Rights

We have not granted registration rights to the selling stockholders or to any other persons.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF PRO FORMA CONSOLIDATED FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion contains forward-looking statements. Forward looking statements are identified by words and phrases such as “anticipate”, “intend”, “expect”, and words and phrases of similar import. We caution investors that forward-looking statements are predictions based on our current expectations about future events and are not guarantees of future performance. Actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements due to risks, uncertainties and assumptions that are difficult to predict. We encourage you to read those risk factors carefully along with the other information provided in this current report and in our other filings with the SEC before deciding to invest in our stock or to maintain or change your investment. We undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law.

You should read this Management’s Discussion and Analysis in conjunction with the Pro Forma Consolidated Financial Statements and Related Notes.

Overview

Henan Law Anhou Insurance Agency Co., Ltd. (“Henan Anhou”, formerly known as Zhengzhou Anhou Insurance Agency Co., Ltd.) was founded in the People’s Republic of China (“PRC”) on August 20, 2003. Henan Anhou provides insurance agency services in the PRC. Henan Anhou’s clients are insurance companies, it sells insurance products provided by these insurance companies to the final customers, and receives commissions from the respective insurance companies. Therefore, Henan Anhou’s revenue is principally derived from commissions paid by its clients. Henan Anhou also sells insurance products through individual sub-agents and pays commissions to the respective sub-agents. Currently, Henan Anhou only operates in Henan province in the PRC. By June 30, 2010, Henan Anhou had 9 branches and 21 offices, and it had about 630 individual sub-agents in Henan province.

Sichuan Kang Zhuang Insurance Agency Co., Ltd. (“Sichuan Kang Zhuang”) founded on July 10, 2006 in Sichuan province in the PRC, provides insurance agency services in the PRC.  On August 23, 2010, at Sichuan Kang Zhuang’s general meeting of shareholders, its shareholders voted for transferring their shareholding in Sichuan Kang Zhuang to the Company for RMB 532,622 ($78,318). On September 6, 2010, the equity transfer agreements were signed between the Company and each shareholder of Sichuan Kang Zhuang.

Jiangsu Law Insurance Broker Co., Ltd. (“Jiangsu Law”) was founded on May 18, 2005 in Jiangsu province in the PRC. Jiangsu Law is allowed to provide both insurance brokerage and agency services. However, it currently provides insurance agency services only. On August 12, 2010, at Jiangsu Law’s general meeting of shareholders, its shareholders voted to transfer their shareholding to Henan Anhou for RMB 518,000 ($75,475) and Henan Anhou increased Jiangsu Law’s paid-in capital to RMB10,000,000 ($1,355,150) from RMB5,180,000 ($625,113) on January 18, 2011 to meet the PRC paid-in capital requirements for insurance agency companies. On September 28, 2010, the equity transfer agreements were signed between Henan Anhou and each shareholder of Jiangsu Law.

On June 4, 2010, China United Insurance Service, Inc. (“CUIS”) was incorporated in Delaware.

On July 12, 2010, CUIS founded a wholly owned subsidiary, ZLI Holdings Limited (“ZLI”), in Hong Kong.

On October 20, 2010, ZLI founded a wholly foreign owned enterprise, Zhengzhou Zhonglian Hengfu Business Consulting Co. Ltd. (“CUWOFE”) in Henan province in the PRC.

On January 17, 2011, a series of agreements was entered into amongst the WOFE Company, Henan Anhou and Henan Anhou’s equity holders, which provides the WOFE Company the ability to control Henan Anhou and its subsidiaries, which in turn provides CUIS the ability to control Henan Anhou and its subsidiaries. The six entities as a whole is called as “the Group”.

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This management’s discussion and analysis is based on the pro forma consolidated financial statements as of June 30, 2010 and 2009.

Going Concern

The Group has incurred net operating losses since inception. The Group faces all the risks common to companies that are relatively new, including capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. According to the requirements by the PRC regulations for insurance agency companies, Jiangsu Law is required to increase its paid-in capital from RMB 5,180,000 ($625,113) to RMB 10,000,000 ($1,355,150) by October 2011. At June 30, 2010, the Group’s pro forma accumulated deficit was $1,297,349. The Group's recurring losses raise substantial doubt about its ability to continue as a going concern. The Group's pro forma consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. The Group expects to incur losses from its business operations and will require additional funding during the year ending June 30, 2011.

Management plans are to raise funding through loans and equity. In addition, management is currently negotiating with related parties and other third parties to forgive amount owed to them or to convert into equity. On August 16, 2010, the Group raised $1,175,433. On August 31, 2010, a shareholder of Sichuan Kang Zhuang, Chengdu Jingzhan Management Co. Ltd. (“Jingzhan”), and a shareholder of Jingzhan, Lianzhuang Management Co., Ltd. (“Lianzhuang”), decided to forgive the amounts that Sichuang Kang Zhuang owed to them. On March 31, 2011, the shareholder of CUIS decided to forgive amount that Henan Anhou owed to him. Management believes its current and future plans enable it to continue as a going concern. The Group's ability to achieve these objectives cannot be determined at this time. These pro forma consolidated financial statements do not give effect to any adjustments which would be necessary should the Group be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts which may differ from those in the accompanying pro forma consolidated financial statements.

Critical accounting policies and estimates

The preparation of pro forma consolidated financial statements in conformity with Generally accepted accounting principles in the United States of America ("US GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the pro forma consolidated financial statements and the amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available when the estimates are made.  However, actual results could differ materially from those results. While there are a number of significant accounting policies affecting the Group’s pro forma consolidated financial statements; the Group believes the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments The Group has not made any material changes in the methodology used in these accounting polices during the past two years.

Accounts receivable

The Group reviews its accounts receivable on a regular basis to determine if a bad debt allowance is necessary. Management reviews the composition of accounts receivable and analyzes the age of receivable outstanding, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the necessity of making such allowance.

Revenue recognition

In accordance with US GAAP, the Group recognizes revenue when the following have occurred: persuasive evidence of an agreement between the insurance companies and insured exists, services were provided, the fees for such services are fixed or determinable and collectability of the fee is reasonably assured. Insurance agency services are considered to be rendered and completed, and revenue is recognized, when an insurance policy becomes effective, that is, when the signed insurance policy is in place and the premium is collected from the insured. The Group has met all the four criteria of revenue recognition when the premiums are collected by the respective insurance companies and not before, because collectability is not ensured until receipt of the premium. Any subsequent commission adjustments in connection with policy cancellations which have been de minims to date are recognized upon notification from the insurance carriers.

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Income taxes

The Group utilizes ASC 740 “Income Taxes”, previously SFAS No. 109, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the pro forma consolidated financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Impairment of Long-Lived Assets

In accordance with ASC 360, “Property, Plant and Equipment”, previously SFAS No. 144, the Group reviews the carrying values of long-lived assets whenever facts and circumstances indicate that the assets may be impaired.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset.  If an asset is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value.  Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs of disposal.

Recent accounting pronouncements

In June 2009, the FASB issued SFAS 168, “The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles - A Replacement of FASB Statement No. 162” (“SFAS 168”). SFAS 168 establishes the FASB Accounting Standards Codification (“Codification”) as the single source of authoritative United States accounting and reporting standards applicable for all non-governmental entities, with the exception of the SEC and its staff.  The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for interim and annual periods ending after September 15, 2009. As of the effective date, all existing accounting standard documents will be superseded, and all future references to authoritative accounting literature will be referenced in accordance with the Codification.  There were no changes to the Group’s pro forma consolidated financial statements or disclosures as a result of implementing the Codification.

In September 2009, the FASB issued Accounting Standards Update No. 2009-12 (“ASU 2009-12”), Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This ASU provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The provisions of ASU 2009-12 did not have a material effect on the Group’s pro forma consolidated financial statements.

In October 2009, the FASB issued ASU 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This ASU eliminated that residual method of allocation for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Group does not expect the provisions of ASU 2009-13 to have a material effect on its pro forma consolidated financial statements.

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In October 2009, the FASB issued ASU 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This ASU amends the FASB Accounting Standard Codification for EITF 09-1. At the date of issuance, a share-lending arrangement entered into on an entity’s own shares in contemplation of a convertible debt offering or other financing is required to be measured at fair value and recognized as issuance cost in the financial statements of the entity.  ASU No. 2009-15 is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. This ASU is effective for interim or annual periods beginning on or after June 15, 2009, for share-lending arrangements entered into in those periods.  Arrangements that have been terminated as a result of counterparty default prior to the effective date of this Issue but for which the entity had not reached a final settlement as of the effective date are within the scope of this ASU. The provisions of ASU 2009-15 did not have a material effect on the Group’s pro forma consolidated financial statements.

In December 2009, the FASB issued ASU 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with VIEs, codifies Statement No. 167, Amendments to FASB Interpretation No. 46(R). Among other provisions, this ASU amends FIN 46(R) to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a VIE. This analysis identifies the primary beneficiary of a VIE as the enterprise that has both (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Additionally, ASU No. 2009-17 requires an enterprise to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed when determining whether it has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance. The provisions of ASU 2009-17 did not have a material effect on the Group’s pro forma consolidated financial statements.

In January, 2010, the FASB issued ASU 2010-06 Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, to enhance the usefulness of fair value measurements. The amended guidance requires both the disaggregation of information in certain existing disclosures, as well as the inclusion of more robust disclosures about valuation techniques and inputs to recurring and nonrecurring fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Group does not expect the provisions of ASU 2010-6 to have a material effect on its pro forma consolidated financial statements.

In February, 2010, the FASB issued ASU 2010-09, Subsequent Events (Topic 855) – Amendments to Certain Recognition and Disclosure Requirements. This amendment is effective on the date of issuance. Per this ASU, an SEC filer would no longer be required to disclose the date through which subsequent events have been evaluated. The ASU also refines the scope of the reissuance disclosure requirements to include revised financial statements only. Adopting the provisions of ASU 2010-9 did not have a material effect on the Group’s pro forma consolidated financial statements.

In April 2010, the FASB issued ASU 2010-17 (Topic 605), to provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. ASU 2010-17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. The Group does not expect the provisions of ASU 2010-11 to have a material effect on its pro forma consolidated financial statements.

In October 2010, the FASB issued ASU 2010-26, Financial Services—Insurance (Topic 944), to address diversity in practice regarding the interpretation of which costs relating to the acquisition of new or renewal insurance contracts qualify for deferral. ASU 2010-26 specifies that the incremental direct costs of contract acquisition and certain costs related directly to the acquisition activities, such as underwriting, Policy issuance and processing, Medical and inspection, Sales force contract selling, which are  performed by the insurer  in the acquisition of new and renewal contracts should be capitalized.  This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The Group does not expect the provisions of ASU 2010-11 to have a material effect on its pro forma consolidated financial statements..

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Pro Forma Results of Operations for the years ended June 30,

	2010			2009			Increase/ (Decrease)			%  Change
Net Revenue	$	2,154,629		$	1,841,008		$	313,621			17	%
Cost of Revenue		1,615,537			1,797,253			(181,716	)		(10	)%
Gross Profit		539,092			43,755			495,337			1132	%
General and administrative		621,000			639,504			(18,504	)		(3	)%
Loss from operations		(81,908	)		(595,749	)		513,841			(86	)%
Other income-net		188,430			148,737			39,693			27	%
Income/ (loss) before income tax		106,522			(447,012	)		553,534			(124	)%
Income tax		257,260			40,166			217,094			540	%
Net loss		(150,738	)		(487,178	)		336,440			(69	)%
Other comprehensive loss		(7,639	)		(3,201	)		(4,438	)		139	%
Comprehensive loss	$	(158,377	)	$	(490,379	)	$	332,002			(68	)%

Revenues

The Group’s revenues were $2,154,629 for the year ended June 30, 2010, an increase of 17% or $313,621 compared to $1,841,008 in 2009. Among this $313,621 increase in revenue, Henan Anhou’s revenue increased by $40,162, Sichuan Kang Zhuang’s revenue increased by $51,859, and Jiangsu Law’s revenue increased by $221,600. During the year ended June 30, 2009, Jiangsu Law provided insurance agency services to only 4 insurance companies, whereas it provided services to 20 insurance companies in 2010, which resulted in significant increase in the Jiangsu Law’s revenue in 2010.

Cost of services

Cost of services for the year ended June 30, 2010 decreased to $1,615,537, or by10%, compared to $1,797,253 for 2009. Among this decrease in cost of services, the cost of services of Henan Anhou decreased by $197,566, the cost of services of Sichuan Kang Zhuang increased by $14,683, and the cost of services of Jiangsu Law increased by $1,167. The decrease of cost of services of Henan Anhou was primarily due to the following reasons:

l Henan Anhou adjusted the commission calculation method. After the adjustment, the commissions paid to salesmen decreased from 75% of Henan Anhou’s commission revenue to 70%.  About 57% of decrease in cost was resulted from the adjusted commission calculation method.

l Henan Anhou implemented the performance evaluation system for its salesmen more strictly. Henan Anhou’s sales targets for its salesmen are very high, and salesmen can hardly achieve the targets. Previously, the bonus paid to salesmen was not much affected by their sales performance. Currently, each salesman’s bonus is closely connected with his sales performance during the year. In addition, each salesman’s bonus does not only depend on his sales performance, but also depend on his overall performance, such as attendance. Therefore, it is much more difficult for a salesman to get as much bonus as before. About 29% of decrease in cost was due to the further implementation of performance evaluation system.

l Along with the stable development of Henan Anhou’s business, it maintains a more stable sales team now, the related training expense decreased accordingly. About 11% of decrease in cost was resulted from the lower training expense.

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General and administrative expenses

General and administrative expenses for the year ended June 30, 2010 decreased to $621,000, or by 3%, compared to $639,504 for 2009. General and administrative expenses of Henan Anhou increased by $80,839, general and administrative expenses of Sichuan Kang Zhuang decreased by $40576, and general and administrative expenses of Jiangsu Law decreased by $59,350. General and administrative expenses primarily consisted of compensation for personnel, depreciation, rental and materials expenses arising from ordinary administration.

The increase in general and administrative expenses of Henan Anhou was mainly due to the increase in administrative expense during the year ended June 30, 2010. During the year ended June 30, 2009, most of the administrative expense was recorded as cost, while it was mainly recorded as general and administrative expenses in 2010, which resulted in about 84% of increase in general and administrative expenses. In addition, during the year ended June 30, 2009, Henan Anhou paid welfare benefits that were previously accrued. However, during the year ended June 30, 2010, welfare benefits was paid and expensed as incurred. Therefore, the changed accounting method for welfare benefits resulted in about 15% of increase in general and administrative expenses.

The decrease in general and administrative expenses of Sichuan Kang Zhuang and Jiangsu Law was mainly due to the decrease in compensation of personnel, which was $33,717 and $41,547, respectively. The decrease in compensation represents 82% and 70% of the total decrease in general and administrative expenses of Sichuan Kang Zhuang and Jiangsu Law, respectively. The decrease in compensation of Sichuan Kang Zhuang was due to the resignation of an employee with annual salary of $26,329, and the downward adjustment of certain employees’ salaries in 2010.  During the year ended June 30, 2010, Jiangsu Law started selling property insurance, and most of revenue derived from sales of property insurance was created by the senior management of Jiangsu Law, who did not receive any commissions. Therefore, the compensation decreased while revenue increased.

Other income - net

The Group’s other income-net was $188,430 for the year ended June 30, 2010, which represents a 27% increase from other income-net of $148,737 for 2009. Other income/ (expenses)-net mainly consisted of gain on acquisition of subsidiaries, interest income/(expenses) and bank service charges. The increase in other income-net is primarily due to the increased value of gain on acquisition of subsidiaries.

Net loss

The Group’s net loss was $150,738 for the year ended June 30, 2010, a decrease of 69% or $336,440 compared to $487,178 for 2009. The decrease in net loss is mainly due to increase in revenue and decrease in cost of revenue, which was offset by the $217,094 increased income tax expense. The significant increase in income tax expense was mainly due to the accumulated loss of Henan Anhou as of June 30, 2008 that was brought forward and deducted against the taxable profit during the year ended June 30, 2009. There was no such loss brought forward and deducted against the taxable profit during the year ended June 30, 2010.

Other comprehensive loss

The Group’s other comprehensive loss was $7,639 for the year ended June 30, 2010, an increase of $4,438 from $3,201 in 2009. Other comprehensive loss resulted from foreign currency exchange changes.

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Pro Forma Results of Operations for the six months ended December 31,

	2010			2009			Increase/ (Decrease)			%  Change
Net Revenue	$	1,444,918		$	994,438		$	450,480			45	%
Cost of Revenue		940,952			743,858			197,094			26	%
Gross Profit		503,966			250,580			253,386			101	%
General and administrative		584,521			287,329			297,192			103	%
Loss from operations		(80,555	)		(36,749	)		(43,806	)		119	%
Other income-net		226,689			197,377			29,312			15	%
Income before income tax		146,134			160,628			(14,494	)		(9	)%
Income tax		143,098			107,401			35,697			33	%
Net income		3,036			53,227			(50,191	)		(94	)%
Other comprehensive income/( loss)		208			(1,378	)		1,586			(115	)%
Comprehensive income	$	3,244		$	51,849		$	(48,605	)		(94	)%

Revenues

The Group’s revenues were $1,444,918 for the six months ended December 31, 2010, an increase of 45% or $450,480 compared to $994,438 in 2009. Among this $450,480 increase in revenue, Henan Anhou’s revenue increased by $206,253, Sichuan Kang Zhuang’s revenue increased by $40,766, and Jiangsu Law’s revenue increased by $203,461.

During the six months ended December 31, 2009, Henan Anhou provided services to only 2 insurance companies, Taiping Insurance Co., Ltd. (“Taiping Insurance”) and Yongcheng Insurance Co., Ltd. (“Yongcheng Insurance”). During the six months ended December 31, 2010, the number of insurance companies that Henan Anhou provided services to increased to 8 from 2 in 2009. The increase in the Henan Anhou’s revenue for the six months ended December 31, 2010 is primarily due to the increased revenue derived from providing services to these 6 newly co-operated insurance companies.

During the six months ended December 31, 2009, about 98% of Jiangsu Law’s revenue was created by its senior level management, which was resulted from successful management of the social network in Jiangsu province by senior level management.

Cost of services

Cost of services for the six months ended December 31, 2010 increased to $940,952, or by 26%, compared to $743,858 for 2009. Among this increase in cost of services, the cost of services of Henan Anhou increased by $178,542, which resulted in 91% of the Group’s increase in cost of services; the cost of services of Sichuan Kang Zhuang increased by $32,896, which resulted in 16% of the Group’s increase in cost of services; the cost of services of Jiangsu Law decreased by $14,344, which offset the Group’s increase in cost of services by 7%.

Usually, the commission paid to sales agents is the highest in the first year after the insurance products are sold. Since most of Henan Anhou’s revenue is derived from newly signed insurance contracts during the six months ended December 31, 2010, Henan Anhou had to pay much higher commissions to sales agents. The increase in the first year commissions paid to sales agents resulted in about 65% of the Company’s total increase in cost of services.

Jiangsu Law’s cost of sales decreased while its revenue increased during the six months ended December 31, 2010. During the six months ended December 2010, about 98% of Jiangsu Law’s revenue is created by the senior level of management who either does not receive commissions or receive a very small amount of commissions from Jiangsu Law; while in 2009, 74% of Jiangsu Law’s revenue is created by the senior level of management. The revenue created by the senior level of management during the six months ended December 31, 2010 increased by $232,000 compared to the revenue created by the senior level of management in 2009, which resulted in the increased revenue and decreased cost of sales in 2010.

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General and administrative expenses

General and administrative expenses for the six months ended December 31, 2010 increased to $584,521, or by 103%, compared to $287,329 for 2009. General and administrative expenses of Henan Anhou increased by $60,173, which resulted in 20% of the Group’s increase in general and administrative expenses. General and administrative expenses of Jiangsu Law increased by $230,745, which resulted in 78% of the Group’s increase in general and administrative expenses. General and administrative expenses primarily consisted of compensation for personnel, depreciation, rental and materials expenses arising from ordinary administration.

The increase in general and administrative expenses of Henan Anhou was mainly due to the increase in administrative expense, compensation expense and rental fees during the six months ended December 31, 2010.

General and administrative expenses of Jiangsu Law increased significantly during the six months ended December 31, 2010. The significant increase was mainly due to the expenses incurred for setting up the branch in Suzhou, which totally amounted to $145,726 and represented about 64% of increase in general and administrative expenses of Jiangsu Law. The expenses incurred for setting up Suzhou branch comprised advertisement fees, entertainment fees and bounus for relevant personnel.

Other income - net

The Group’s other income-net was $226,689 for the six months ended December 31, 2010, which represents a 15% increase from other income-net of $197,377 for 2009. Other income/ (expenses)-net mainly consisted of gain on acquisition of subsidiaries, interest income/(expenses) and bank service charges. The increase in other income-net is primarily due to the increased value of gain on acquisition of subsidiaries.

Net income

The Group’s net income was $3,036 for the six months ended December 31, 2010, a decrease of 94% or $50,191 compared to $53,227 for 2009. The decrease in net income is mainly due to the increase in general and administrative expenses.

Other comprehensive loss

The Group’s other comprehensive income was $208 for the six months ended December 31, 2010, an increase of $1,586 from other comprehensive loss of $1,378 in 2009. Other comprehensive loss resulted from foreign currency exchange changes.

Liquidity and Capital Resources

The Group generally finances its operations from cash flow generated internally and borrowings from both third parties and related parties. As of December 31, 2010, the balances that Henan Anhou owed to a third party and a related party were $509,679 and $429,559, respectively. As of December 31, 2009, the balances that Henan Anhou owed to a third party and a related party were $492,896 and $642,849, respectively. As of December 31, 2010 and 2009, Sichuan Kang Zhuang’s balances of due to related parties were $60,496 and $420,498, respectively. As of June 30, 2010 and 2009, Jiangsu Law’s balances of due to related parties were $32,236 and $31,051, respectively. All the above borrowings were made for working capital purposes, and they were interest-free, unsecured and repayable on demand.

As of March 31, 2011, Henan Anhou owed Mr. Jin Yongguang (“Mr. Jin”), a third party, RMB 3,370,000 ($512,914), and it owed Mr. Li Fuzhang (“Mr. Li”), the shareholder of CUIS, RMB 2,840,250 ($432,286). On the same day, Mr. Jin and Mr. Li signed a debt transfer agreement, upon which the amount that Henan Anhou owed to Mr. Jin as of March 31, 2010 was transferred to Mr. Li. Therefore, Henan Anhou no longer owes any amount to Mr. Jin, but owed Mr. Li RMB 6,210,250 ($945,200) instead. Subsequent to the debt transfer agreement, Mr. Li and Henan Anhou signed a debt cancellation agreement on the same day, upon which Mr. Li gave up his right to claim for repayment of his lending to Henan Anhou. Therefore, Henan Anhou no longer owes any amount to Mr. Li from then on. Mr. Li is the principal shareholder of CUIS, accordingly, the debt forgiveness has been credited to additional paid in capital. The pro forma adjustment has been accounted for as if the transaction took place as of December 31, 2010 and 2009 for balance sheet purposes. There is no income statement affect of this transaction.

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On going forward basis, the Group’s primary requirements for cash over the next 12 months consist of:

l providing insurance agency services to its existing clients in its existing branches;

l developing new clients;

l promoting sales activities;

l opening more branches and offices in China;

l expanding its business scale in China, through mergers & acquisitions.

The Group anticipates that its current operating activities will not enable it to meet its anticipated cash requirements for the next 12 months. Besides continually relying on its internally generated funds, the Group also plans to raise funding through loans and equity to support its operational cash needs.

Management Assumptions

Management anticipates, based on internal forecasts and assumptions relating to the Group’s current operations that existing cash and funds generated from operations may not be sufficient to meet working capital for the next 12 months. The Group may need to seek additional financing through loans and equity. There can be no assurance that the Group will be able to obtain enough financing on terms acceptable to it, or at all.

Contractual Obligations

The Group has operating leases for its offices in Henan, Sichuan and Jiangsu provinces. For the six months ended December 31, 2010 and 2009, the Group incurred rent expense of $71,083 and $33,105, respectively. As of December 31, 2010, the Group’s total future minimum lease payments under operating leases were $304,033.

According to the requirements by the PRC regulations for insurance agency companies, Jiangsu Law had to increase its paid-in capital from RMB 5,180,000 ($625,113) to RMB 10,000,000 ($1,355,150) by October 2011. After Henan Anhou acquired Jiangsu Law, Henan Anhou is committed to increase the paid-in capital of Jiangsu Law to the required amount. On January 18, 2011, Henan Anhou increased the paid-in capital to RMB 10,000,000 ($1,355,150).

Off Balance Sheet Arrangements

As of December 31, 2010, the Group had no off balance sheet arrangements.

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BUSINESS

We are a fast-growing insurance intermediary company operating in China, with three consolidated affiliated entities primarily focusing on sales of life, property and casualty insurance products underwritten by insurance companies as well as insurance brokerage services. We have targeted our distribution and service network in provinces with most population in China, such as Henan, Jiangsu and Sichuan. As of March 31, 2011, we had 1,043 sales professionals and 73 administrative staffs operating across 35 cities within these three provinces.We are in the process of expanding our coverage in Hunan and Shandong provinces through establishment of subsidiaries as well as potential merger and acquisitions which are expected to be consummated in the first half year of 2011.

As an insurance intermediary company, we do not assume underwriting risks. Instead, we distribute to customers in China a wide variety of life, property and casualty insurance products underwritten by domestic and foreign insurance companies operating in China.  In addition, we, through one of our insurance brokerage firm, provide information about potential customers to insurance companies, which then sell insurance products to them. We are compensated for our services primarily by commissions and fees paid by insurance companies, typically based on a percentage of the premium paid by the insured. Commission and fee rates generally depend on the type of insurance products, the particular insurance company and the region in which the products are sold.

As of January 31, 2011, we had three affiliated insurance intermediary companies in the PRC, of which two are insurance agencies, one are insurance brokerage firm.

The professional insurance intermediary sector in China is at an early stage of development and highly fragmented. We believe this offers substantial opportunities for further growth and consolidation. We intend to take advantage of these opportunities to increase our market share by aggressively expanding our distribution network through establishment of service outlets, selective acquisitions and recruitment of experienced and entrepreneurial sales agents. In particular, we intend to continuously devote significant resources to distributing life insurance products in order to benefit from the recurring fee income they generate and to better capture the significant opportunities presented by China’s rapidly growing life insurance market. The life insurance policy is our core business.

Company Structure

China United Insurance Service, Inc. (“China United”) is a Delaware corporation organized on June 4, 2010 by Mao Yi Hsiao, a Taiwanese citizen, as a listing vehicle for ZLI Holdings Limited (“CU Hong Kong”) to be quoted on the Over the Counter Bulletin Board (“OTCBB”). CU Hong Kong, a wholly owned Hong Kong-based subsidiary of China United, was originally founded by China United, on July 12, 2010 under Hong Kong laws.

Henan Law Anhou Insurance Agency Co., Ltd. (“Henan Anhou”, formerly known as Zhengzhou Anhou Insurance Agency Co., Ltd.) was founded in Henan province of the People’s Republic of China (the “PRC”) on October 9, 2003. Henan Anhou provides insurance agency services in the PRC.

Henan Anhou’s wholly owned subsidiary Sichuan Kangzhuang Insurance Agency Co., Ltd. (“Sichuan Kangzhuang”) was founded on September 4, 2006 in Sichuan province of the PRC, and it provides insurance agency services in the PRC.  On August 23, 2010, at Sichuan Kangzhuang’s general meeting of shareholders, its shareholders voted for transferring all of their equity interests in Sichuan Kangzhuang to Henan Anhou for RMB532,622 ($78,318). On September 6, 2010, the equity transfer agreements were signed between Henan Anhou and each shareholder of Sichuan Kangzhuang.

Jiangsu Law Insurance Broker Co., Ltd. (“Jiangsu Law”) was founded on September 19, 2005 in Jiangsu province of the PRC. Jiangsu Law is allowed to provide insurance brokerage services. On August 12, 2010, at Jiangsu Law’s general meeting of shareholders, its shareholders voted for transferring all of their shareholdings to Henan Anhou for RMB518,000 ($78,604). On September 28, 2010, the equity transfer agreements were signed between Henan Anhou and each individual shareholder of Jiangsu Law. On February 11, 2011, Henan Anhou invested RMB4.82 million ($731,411) in Jiangsu Law to increase the registered capital to RMB10 million ($1,517,451). The share transfer is currently under the registration and reporting process with local AIC and CIRC. Jiangsu Law expects to complete the government registration and reporting process with respect to the equity interests by the end of September 2011, subsequent to which Henan Anhou shall have complied with all of the applicable laws and regulations with respect to its holding 100% equity interests in Jiangsu Law.

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The financial statements in this registration statement are those of our operating consolidated affiliated entities, Henan Anhou, Sichuan Kangzhuang, and Jiangsu Law.

On January 16, 2011, we issued a total of 20,000,000 shares of our common stock, $0.00001 par value per share, to several non U.S. persons in consideration for their previous investment of $300,000 in in the Company’s subsidiaries,which has been contributed to the capital account of Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd. (“CU WFOE”), a wholly owned subsidiary of CU Hong Kong. Pursuant to the PRC laws and regulations, CU WFOE is a wholly foreign owned enterprise. The issuance was made pursuant to an exemption from registration contained in Regulation S under the Securities Act of 1933, as amended.

On January 17, 2010, CU WFOE and Henan Anhou and its shareholders entered into a series of agreements known as variable interest agreements (the “VIE Agreements”) pursuant to which CU WFOE has executed effective control over Henan Anhou through these contractual arrangements. The VIE Agreements included:

(1) An Exclusive Business Cooperation Agreement through which CU WFOE has the right to advise, consult, manage and operate Henan Anhou and collect and own all 90% of the net profits of Henan Anhou;

(2) a Power of Attorney under which the shareholders of Henan Anhou have vested their collective voting control over Henan Anhou to CU WFOE;

(3) an Option Agreement under which the shareholders of Henan Anhou have granted to CU WFOE the irrevocable right and option to acquire all of their equity interests in Henan Anhou, subject to applicable PRC laws and regulations; and

(4) a Share Pledge Agreement under which the owners of Henan Anhou have pledged all of their equity interests in Henan Anhou to CU WFOE to guarantee Henan Anhou’s performance of its obligations under the Exclusive Business Cooperation Agreement.

The foregoing description of the terms of the Exclusive Business Cooperation Agreement, the Power of Attorney, the Option Agreement and the Share Pledge Agreement is qualified in its entirety by reference to the provisions of the agreements filed as Exhibits 10-2 – 10.14 to this report which are incorporated by reference herein.

See “Related Party Transactions” for further information on our contractual arrangements with these parties.

The following flow chart illustrates our Company’s organizational structure:

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Products and Services

We market and sell to our customers two broad categories of insurance products: life insurance products and property and casualty insurance products both focused on meeting the particular insurance needs of individuals. The insurance products we sell are underwritten by some of the leading insurance companies in China.

Through our wholly-owned insurance brokerage firm, we also closely interact with insurance companies and actively locate and introduce the right customers in our database matching the insurance products offered by such insurance companies to them.

Life Insurance Products

The life insurance products we distribute can be broadly classified into the categories set forth below. Due to constant product innovation by insurance companies, some of the insurance products we distribute combine features of one or more of the categories listed below. Total net revenues from life insurance products accounted for approximately 94 % of our total net revenues in 2010.

• Individual Whole Life Insurance. The individual whole life insurance products we distribute provide insurance for the insured person’s entire life in exchange for the periodic payment of fixed premiums over a pre-determined period, generally ranging from five to 20 years, or until the insured reaches a certain age. The face amount of the policy or, for some policies, the face amount plus accumulated interests is paid upon the death of the insured.

• Individual Term Life Insurance. The individual term life insurance products we distribute provide insurance for the insured for a specified time period or until the attainment of a certain age, in return for the periodic payment of fixed premiums over a pre-determined period, generally ranging from five to 20 years. Term life insurance policies generally expire without value if the insured survives the coverage period.

• Individual Endowment Life Insurance. The individual endowment products we distribute generally provide maturity benefits if the insured reaches a specified age, and provide to a beneficiary designated by the insured guaranteed benefits upon the death of the insured within the coverage period. In return, the insured makes periodic payment of premiums over a pre-determined period, generally ranging from five to 25 years.

• Individual Education Annuity. The individual annuity products we distribute are primarily education related products. They provide annual benefit payments after the insured attains a certain age, e.g., 18, for a fixed time period, or e.g., four years, and a lump payment at the end of the coverage period. In addition, the beneficiary designated in the annuity contract will receive guaranteed benefits upon the death of the insured during the coverage period. In return, the purchaser of the annuity products makes periodic payment of premiums during a pre-determined accumulation period.

• Individual Health Insurance. The individual health insurance products we distribute primarily consist of dread disease insurance products, which provide guaranteed benefits for specified dread diseases during the coverage period. In return, the insured makes periodic payment of premiums over a pre-determined period.

In addition to the periodic premium payment schedules described above, 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 we sell a life insurance policy with a periodic premium payment schedule, we 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 attractive feature and the expected sustained growth of life insurance sales in China, we have focused significant resources since 2003 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.

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The life insurance products we distributed in 2010 were primarily underwritten by Taiping Life Insurance Co. Ltd., Sunshine Insurance Group Corporation Limited, American International Assurance China Life Insurance Company Limited, VIVA-COFCO Life Insurance Co., Ltd. and Allianz China Life Insurance Co., Ltd.

Property and Casualty Insurance Products

Our main property and casualty insurance products are automobile insurance and commercial property insurance. We commenced our sale of commercial property insurance since 2009 and developed automobile insurance business since 2010. Total net revenues from property and casualty insurance products accounted for 6% of our total net revenues in 2010. The property and casualty insurance products we distribute can be further classified into the following categories:

• Automobile Insurance. Automobile insurance is the largest segment of property and casualty insurance in the PRC in terms of gross written premiums. We distribute both standard automobile insurance policies and supplemental policies, which we refer to as riders. The standard automobile insurance policies we sell generally have a term of one year and cover damages caused to the insured vehicle by collision and other traffic accidents, falling or flying objects, fire, explosion and natural disasters. We also sell standard third party liability insurance policies, which cover bodily injury and property damage caused by an accident involving an insured vehicle to a person not in the insured vehicle. The riders we distribute cover additional losses, such as liability to passengers, losses arising from vehicle theft and robbery, broken glass and vehicle body scratches.

Commercial Property Insurance. The commercial property insurance products we distribute include basic, comprehensive and all risk policies. Basic commercial property insurance policies generally cover damage to the insured property caused by fire, explosion and thunder and lightning. Comprehensive commercial property insurance policies generally cover damage to the insured property caused by fire, explosion and certain natural disasters. All risk commercial property insurance policies cover all causes of damage to the insured property not specifically excluded from the policies.

The property and casualty insurance products we distributed in 2010 were primarily underwritten by China Pacific Insurance(Group) Co., Ltd., PICC Property and Casualty Co., Ltd., Ping’an Property and Casualty (Group) Company, Guotai Property and Casualty Co., Ltd., Zheshang Property & Casualty Insurance Company Limited, and Ancheng Property & Casualty Insurance Co., Ltd.

Unified Operating Platform

In accordance with our growth strategy, we have made significant effort to expand and upgrade our unified operating platform. We have tailored our operating platform used in Taiwan to better fit the unique nature and circumstances in China. We expect that this tailored operating platform will make selling easier for sales agents, facilitate standardized business and financial management, enhance risk control and increase operational efficiency. Since September, 2010, we have successfully implemented the following components of our operating platform across the company through a hub center located in Nantong, Jiangsu province:

• A centralized clients and insurance policy management and analysis system, which encompasses our life insurance unit and property and casualty insurance unit, that will better support business operations and facilitate risk control;

• An integrated administrative and information system, that increases the management efficiency among the subsidiaries, branches and sales departments;

• A centralized and computerized accounting and financial management system, that increases the commission distribution and enforcement;

• A human resources management and analysis system; and

• An e-learning system to provide online training to sales agents.

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We have tailored and refined this platform on the basis of our well-developed operating platform in Taiwan and believe that it is difficult for our competitors, particularly new market entrants, to reproduce a similar platform without substantial financial resources, time and operating experience. Because the various systems, policies and procedures of our operating platform can be rolled out quickly as we enter new regions or make acquisitions, we believe we can expand our distribution network rapidly and efficiently while maintaining the quality of our services.

Distribution and Service Network and Marketing

Since our establishment in 2003, we have devoted substantial resources in building up our distribution and service network. We have targeted our distribution and service network in provinces with most population in China, such as Henan, Jiangsu and Sichuan. As of March 31, 2011, we have two insurance agencies and one insurance brokerage firm, with 1,043 sales professionals and 73 administrative staffs operating across 35 cities within these three provinces.

The following table sets forth some additional information of our distribution and service network as of December 31, 2010, broken down by provinces:

Province	Number of Sales and Service Outlets	Number of Sales Agents
Henan	30	889
Sichuan	4	143
Jiangsu	1	11
Total	35	1043

We market and sell life insurance products, property and casualty insurance products directly to the targeted customers through the sales agents, who are not our employees.

Customers

Customers for the life insurance products we distribute are primarily individuals under 50 years of age. We sell automobile insurance and individual accident insurance primarily to individual customers. We sell commercial property insurance to institutional customers. For the year ended June 30, 2010, no single customer accounted for more than 3% of our net revenues.

We targeted middle class individuals and family members under 50 years age to be our priority clients, which represent 95% of our client base. Our revenues are primarily generated from the sale of life insurance products and we expect the continuous growth in this regard, as more and more customers realized the insufficiency of the mandatory social insurance coverage and the necessity to supplement it with commercial insurance. In particular, approximately 40% of our revenues are generated from sale of endowment insurance and approximately 36.6% of our revenues are generated from the sale of medical insurance. With the implementation of the national one-child policy, in fact, approximately 35% of the insurance policies distributed by us have designated children under 14 years age as the beneficiary of such policies, we expect the continuous growth of insurance market of these factors in the near future.

During the six months ended December 31, 2010, we had approximately 45,000 customers, among which approximately 23,000 customers purchased life insurance products and approximately 22,000 customers purchased property and casualty insurance products from us in 2010.

Insurance Company Partners

We are selective in terms of choosing insurance company as our partners. We take into consideration of a variety of factors, such as the reputation and integrity of the insurance company, the quality and competitiveness of insurance products offered, the prudence and health of the financial standing of the insurance company as well as the complexity and efficiency of claim adjustment and settlement. As of December 31, 2010, we had established business relationships with approximately 40 insurance companies in the PRC.

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For the year ended June 30, 2010, our top five insurance company partners, after aggregating the business conducted between our insurance agencies and brokerage firm and the various local branches of the insurance companies were Taiping Life Insurance Co., Ltd., Sunshine Insurance Group Corporation Limited, Allianz China Life Insurance Co., Ltd., VIVA-COFCO Life Insurance Co., Ltd. andAEGON-CNOOC Life Insurance Co., Ltd. Among them, Taiping Life Insurance Co. Ltd. accounted for 41.39% of our total net revenues from commissions and fees in 2010.

Competition

A number of industry players are involved in the distribution of insurance products in the PRC. We compete for customers on the basis of product offerings, customer services and reputation. Because we primarily distribute individual insurance products, our principal competitors include:

• Professional insurance intermediaries. The professional insurance intermediary sector in China is at an early stage of development and highly fragmented. Several insurance intermediary companies have received private equity or venture capital funding in recent years and are actively pursuing expansion. Life insurance is our core business and has a strong regional feature. Through years of business development, we have maintained good relationship with local CIRC counterpart. We believe that we can compete effectively with other insurance intermediary companies as we have a longer operational history and over the years have assembled a strong and stable team of managers and sales professionals. With the implementation of our unified operating platform, we believe that we could strengthen our lead in our developed local regions and expand our operation to our newly selected areas. However, with increasing consolidation expected in the insurance intermediary sector in the coming years, we expect competition within this sector to intensify.

• Insurance companies. The distribution of individual life insurance products in China historically has been dominated by insurance companies, which usually use both in-house sales force and exclusive sales agents to distribute their own products. We believe that we can compete effectively with insurance companies because we focus only on distribution and offer our customers a broad range of insurance products underwritten by multiple insurance companies.

• Other business entities. In recent years, business entities that distribute insurance products as an ancillary business, primarily commercial banks and postal offices have been playing an increasingly important role in the distribution of insurance products, especially life insurance products. However, the insurance products distributed by these entities are usually confined to those related to their main lines of business, such as investment-related life insurance products. We believe that we can compete effectively with these business entities because we offer our customers a broader variety of products.

Intellectual Property

To protect our intellectual property, we rely on a combination of trademark, copyright and trade secret laws as well as confidentiality agreements with our employees, sales agents, contractors and others. We have one registered trademark in China, the logo of Jiangsu Law. Our main website is located at anhou.com and lawbroker.com.cn.

Regulation

Regulations of the Insurance Industry

The insurance industry in the PRC is highly regulated. CIRC is the regulatory authority responsible for the supervision of the Chinese insurance industry. Insurance activities undertaken within the PRC are primarily governed by the Insurance Law and the related rules and regulations.

Initial Development of Regulatory Framework

The Chinese Insurance Law was enacted in 1995. This original insurance law, which we refer to as the 1995 Insurance Law, provided the initial framework for regulating the domestic insurance industry. Among the steps taken under the 1995 Insurance Law were the following:

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• Licensing of insurance companies and insurance intermediaries, such as agencies and brokerages. The 1995 Insurance Law established requirements for minimum registered capital levels, form of organization, qualification of senior management and adequacy of the information systems for insurance companies, insurance agencies and brokerages.

• Separation of property and casualty insurance businesses and life insurance businesses. The 1995 Insurance Law distinguished insurance between property, casualty, liability and credit insurance businesses, on the one hand, and life, accident and health insurance businesses on the other, and prohibited insurance companies from engaging in both types of businesses.

• Regulation of market conduct by participants. The 1995 Insurance Law prohibited fraudulent and other unlawful conduct by insurance companies, agencies and brokerages.

• Substantive regulation of insurance products. The 1995 Insurance Law gave insurance regulators the authority to approve the policy terms and premium rates for certain insurance products.

• Financial condition and performance of insurance companies. The 1995 Insurance Law established reserve and solvency standards for insurance companies, imposed restrictions on investment powers and established mandatory reinsurance requirements, and put in place a reporting regime to facilitate monitoring by insurance regulators.

• Supervisory and enforcement powers of the principal regulatory authority. The principal regulatory authority, then the People’s Bank of China, was given broad powers under the 1995 Insurance Law to regulate the insurance industry.

Establishment of the CIRC and 2002 Amendments to the Insurance Law

China’s insurance regulatory regime was further strengthened with the establishment of the CIRC in 1998. The CIRC was given the mandate to implement reform in the insurance industry, minimize insolvency risk for Chinese insurers and promote the development of the insurance market.

The 1995 Insurance Law was significantly amended in 2002 and the amended insurance law, which we refer to as the 2002 Insurance Law, became effective on January 1, 2003. The major amendments to the 1995 Insurance Law include:

• Authorizing the CIRC to be the insurance supervisory and regulatory body nationwide. The 2002 Insurance Law expressly grants the CIRC the authority to supervise and administer the insurance industry nationwide.

• Expanding the permitted scope of business of property and casualty insurers. Under the 2002 Insurance Law, property and casualty insurance companies may engage in the short-term health insurance and accident insurance businesses upon the CIRC’s approval.

• Providing additional guidelines for the relationship between insurance companies and insurance agents. The 2002 Insurance Law requires an insurance company to enter into an agent agreement with each insurance agent that will act as an agent for such insurance company. The agent agreement sets forth the rights and obligations of the parties to the agreement as well as other matters pursuant to law. An insurance company is responsible for the acts of its agents when the acts are within the scope authorized by the insurance company.

• Relaxing restrictions on the use of funds by insurance companies. Under the 2002 Insurance Law, an insurance company may use its funds to make equity investments in insurance-related enterprises, such as asset management companies.

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• Allowing greater freedom for insurance companies to develop insurance products. The 2002 Insurance Law allowed insurance companies to set their own policy terms and premium rates, subject to the approval of, or a filing with, the CIRC.

2009 Amendments to the Insurance Law

The 2002 Insurance Law was significantly amended again in 2009 and the amended insurance law, which we refer to as the 2009 Insurance Law, became effective on October 1, 2009. The major amendments to the 2009 Insurance Law include:

• Strengthening protection of the insured’s interests. The 2009 Insurance Law added a variety of clauses such as incontestable clause, abstained and estoppel clause, common disaster clause and amending immunity clause, claims-settlement prescription clause, reasons for claims rejection and contract modification clause.

• Strengthening supervision on the qualification of the shareholders of the insurance companies and setting forth specific qualification requirements for the major shareholders, directors, supervisors and senior managers of insurance companies.

• Expanding the business scope of insurers and further relaxing restriction on the use of fund by insurers.

• Strengthening supervision on solvency of insurers with stricter measures.

• Tightening regulations governing the administration of insurance intermediary companies, especially those relating to behaviors of insurance agents.

According to the 2009 Insurance Law, the minimum registered capital required to establish an insurance agency or insurance brokerage as a company must comply with the PRC Company Law. The registered capital or the capital contribution of insurance agencies or insurance brokerages must be paid-up capital in cash. The 2009 Insurance Law also sets forth some specific qualification requirements for insurance agency and brokerage practitioners. The senior managers of insurance agencies or insurance brokerages must meet specific qualification requirements, and their appointments are subject to approval of the CIRC. Personnel of an insurance agency or insurance brokerage engaging in the sales of insurance products must meet the qualification requirements set by the CIRC and obtain a qualification certificate issued by the CIRC. Under the 2009 Insurance Law, the parties to an insurance transaction may engage insurance adjusting firms or other independent appraisal firms that are established in accordance with applicable laws, or persons who possess the requisite professional expertise, to conduct assessment and adjustment of the insured subject matters. Additionally, the 2009 Insurance Law specifies additional legal obligations for insurance agencies and brokerages.

The CIRC

The CIRC has extensive authority to supervise insurance companies and insurance intermediaries operating in the PRC, including the power to:

• promulgate regulations applicable to the Chinese insurance industry;

• investigate insurance companies and insurance intermediaries;

• establish investment regulations;

• approve policy terms and premium rates for certain insurance products;

• set the standards for measuring the financial soundness of insurance companies and insurance intermediaries;

• require insurance companies and insurance intermediaries to submit reports concerning their business operations and condition of assets;

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• order the suspension of all or part of an insurance company or an insurance intermediary’s business;

• approve the establishment, change and dissolution of an insurance company, an insurance intermediary or their branches;

• review and approve the appointment of senior managers of an insurance company, an insurance intermediary or their branches; and

• punish improper behaviors or misconducts of an insurance company or an insurance intermediary.

Regulation of Insurance Agencies

The principal regulation governing insurance agencies is the Provisions on the Administration of Professional Insurance Agencies (the “Agency Provisions”) promulgated by the CIRC on September 25, 2009 and effective on October 1, 2009, which replaced the Provisions on the Administration of Insurance Agencies issued by the CIRC on December 1, 2004 and effective on January 1, 2005. According to the Agency Provisions, the establishment of an insurance agency is subject to minimum registered capital requirement and other requirements and the approval of the CIRC. The term “insurance agency” refers to an entity that engages in insurance agency business within the authorization of, and collects commissions from, insurance companies, including the professional insurance agency companies and their branches. The insurance agency shall meet the qualification requirements specified by the CIRC, obtain the license to conduct an insurance agency business with the approval of the CIRC.  An insurance agency may take any of the following forms: (i) a limited liability company; or (ii) a joint stock limited company. An insurance agency must have a registered capital of at least RMB2 million. Where it is established as a nationwide company, its registered capital must be at least RMB10 million. The registered capital must be paid up in cash. An insurance agency may engage in the following insurance agency businesses:

• selling insurance products on behalf of the insurer principal;

• collecting insurance premiums on behalf of the insurer principal;

• conducting loss surveys and handling claims of insurance businesses on behalf of the insurer principal; and

• other business activities specified by the CIRC.

The name of an insurance agency must contain the words “insurance agency” or “insurance sales.” The license of an insurance agency is valid for a period of three years and may be renewed with due application 30 days prior to its expiration. An insurance agency must report to the CIRC when it (i) changes its registered name or the name of its branches; (ii) changes its registered address or the operating address of its branches; (iii) the sponsors or major shareholders change their respective name; (iv) changes its major shareholders; (v) change its registered capital; (vi) materially change its equity structure; (vii) amends its articles of association; or (viii) closes its branches. Personnel of an insurance agency, including those of its branches engaging in the sales of insurance products or relevant loss survey and claim settlement, must pass a qualification examination for insurance agency practitioners organized by the CIRC and obtain a “Qualification Certificate for Insurance Agency Practitioners.” The senior managers of an insurance agency including its branches must meet specific qualification requirements set forth in the Agency Provisions. The appointment of the senior managers of an insurance agency including its branches is subject to review and approval of the CIRC.

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Regulation of Insurance Brokerages

The principal regulation governing insurance brokerages is the Provisions on the Administration of Insurance Brokerages (the “Brokerages Provisions”) promulgated by the CIRC on September 25, 2009 and effective on October 1, 2009, which replaced the Provisions on the Administration of Insurance Brokerages issued by the CIRC on December 15, 2004 and effective on January 1, 2005. According to this Brokerages Provisions, the establishment of an insurance brokerage is subject to the approval of the CIRC. The term “insurance brokerage” refers to an entity provides brokerages service on the execution of the insurance contract between the insured and the insurance company based on the interests of the insured and collects commission as agreed, including the insurance brokerage companies and their branches, The insurance brokerage shall meet the qualification requirements specified by the CIRC and obtain the license to operate an insurance brokering business with the approval of the CIRC. Insurance brokering business includes both direct insurance brokering, which refers to brokering activities on behalf of insurance applicants or the insured in their dealings with the insurance companies, and reinsurance brokering, which refers to brokering activities on behalf of insurance companies in their dealings with reinsurance companies. An insurance brokerage may take any of the following forms: (i) a limited liability company; or (ii) a joint stock limited company. An insurance brokerage company must have a registered capital or capital contribution of at least RMB10 million. The registered capital must be paid up in cash.

An insurance brokerage may conduct the following insurance brokering businesses:

• making insurance proposals, selecting insurance companies and handling the insurance application procedures for the insurance applicants;

• assisting the insured or the beneficiary to claim compensation;

• reinsurance brokering business;

• providing consulting services to clients with respect to disaster and damage prevention, risk assessment and risk management; and

• other business activities specified  by the CIRC.

The name of an insurance brokerage must contain the words “insurance brokerage.” The license of an insurance brokerage is valid for a period of three years and may be renewed with due application 30 days prior to its expiration. An insurance brokerage must report to the CIRC when it (i) changes its registered name or the name of its branches; (ii) change its registered address or the operating address of its branches; (iii) the sponsors or the major shareholders change their respective name; (iv)  changes its major shareholders; (v) changes its registered capital; (vi) materially changes its equity structure; (vii) amends its articles of association; or (viii) closes its branches. Personnel of an insurance brokerage, including those of its branches engaging in any of the insurance brokering businesses described above, must pass a qualification examination for insurance brokering practitioners organized by the CIRC and obtain a  “Qualification Certificate for Insurance Brokerage Practitioners”. The senior managers of an insurance brokerage including its branches must meet specific qualification requirements set forth in the Brokerages Provisions. Appointment of the senior managers of an insurance brokerage including its branches is subject to review and approval by the CIRC.

Regulation of Insurance Salespersons

The principal regulation governing individual insurance salespersons is the Provisions on the Administration of Insurance Salespersons issued by the CIRC on April 6, 2006 and effective on July 1, 2006. Under this regulation, the term “insurance salesperson” refers to an individual who has acquired a qualification certificate issued by the CIRC, sells insurance products and provides related services for an insurance company and collects fees or commissions. In order to engage in insurance sales activities as an insurance salesperson, a person first must pass the qualification examination for the insurance agency practitioners organized by the CIRC and obtain a “Qualification Certificate of Insurance Agency Practitioners,” which is valid for three years and renewable upon fulfillment of certain requirements. In addition to the qualification certificate, a person also must obtain a “Practice Certificate of Insurance Salespersons” issued by the insurance company to which he or she belongs in order to conduct insurance sales activities. Those who have obtained a “Practicing Certificate of Insurance Agency Practitioner,” “Practicing Certificate of Insurance Brokerage Practitioner” or “Practicing Certificate of Insurance Adjustment Practitioners” are not allowed to obtain a Practice Certificate for Insurance Salespersons. No insurance salesperson may concurrently sign agent agreements with, or act on behalf of, two or more insurance companies.

On April 19, 2011, CIRC issued a draft regulation of Regulatory Requirements of Insurance Salespersons, which sets forth a higher academic requirement for candidates to take the qualification examination for the insurance agency practitioners organized by the CIRC; provided that the local counterpart dispatched by CIRC may, based on the respective reality of such location and subsequent to the filing with CIRC, lower such academic requirement; provided further, in any event, the academic requirement of any candidate may not be lower than junior high school and such candidate who obtains the Qualification Certificate of Insurance Agency Practitioners with a lower academic requirement may not practice beyond the area governed by such local counterpart of CIRC. The draft regulation, once formally promulgated, will replace the Provisions on the Administration of Insurance Salespersons as described in the preceding paragraph.

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Content Related to Insurance Industry in the Legal Documents of China’s Accession to the WTO

According to the Circular of the CIRC on Distributing the Content Related to Insurance Industry in the Legal Documents of China’s Accession to the WTO, for the life insurance sector, within three years of China’s accession to the WTO on December 11, 2001, geographical restrictions were to be lifted, equity joint venture companies allowed to provide health insurance, group insurance, and pension/annuity services to Chinese citizens and foreign citizens, and no other restrictions allowed except those on the proportion of foreign investment (no more than 50%) and establishment conditions. For the non-life insurance sector, within three years of China’s accession, the geographical restrictions were to be lifted and no restrictions allowed other than establishment conditions. For the insurance brokerage sector, within five years of China’s accession, the establishment of wholly foreign-funded subsidiary companies was to be allowed, and no restrictions allowed other than establishment conditions and restrictions on business scope.

Regulations on Foreign Exchange

Foreign Currency Exchange

Foreign exchange regulation in China is primarily governed by the following rules:

• Foreign Currency Administration Rules (1996), as amended, or the Exchange Rules; and

• Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), or the Administration Rules.

Under the Exchange Rules, the RMB is convertible for current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions. Conversion of RMB for capital account items, such as direct investment, loan, security investment and repatriation of investment, however, is still subject to the approval of the SAFE.

Under the Administration Rules, foreign-invested enterprises may only buy, sell or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents and, in the case of capital account item transactions, obtaining approval from the SAFE. Capital investments by foreign-invested enterprises outside of China are also subject to limitations, which include approvals by the Ministry of Commerce, the SAFE and the State Development and Reform Commission.

Regulations on Dividend Distribution

The principal regulations governing dividend distributions of wholly foreign-owned companies include:

• Wholly Foreign-Owned Enterprise Law (1986), as amended; and

• Wholly Foreign-Owned Enterprise Law Implementing Rules (1990), as amended.

Under these regulations, wholly foreign-owned companies in the PRC may pay dividends only out of their accumulated profits as determined in accordance with PRC accounting standards. In addition, these wholly foreign-owned companies are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds, until the accumulative amount of such fund reaches 50% of its registered capital. These reserve funds are not distributable as cash dividends.

Regulation on Overseas Listing

On August 8, 2006, six PRC regulatory agencies, namely, the PRC Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the CSRC and the SAFE, jointly adopted the Provisions on the Takeover of Domestic Enterprises by Foreign Investors or M&A Rule which became effective on September 8, 2006. The M&A Rule purports, among other things, to require offshore SPVs, formed for overseas listing purposes and controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. On September 21, 2006, the CSRC published a notice on its official website specifying documents and materials required to be submitted to it by SPVs seeking CSRC approval of their overseas listings.

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See "Risk Factors—Risks Related to Doing Business in China—If the China Securities Regulatory Commission, or CSRC, or another PRC regulatory agency, determines that CSRC approval is required in connection with this offering, this offering may be delayed or cancelled, or we may become subject to penalties".

Regulations on Tax

PRC Enterprise Income Tax

The PRC EIT is calculated base on the taxable income determined under the PRC accounting standards and regulations, as well as the EIT law. On March 16, 2007, the National People’s Congress of China enacted the EIT Law, a new EIT law which became effective on January 1, 2008. On December 6, 2007, the State Council promulgated the Implementation Rules which also became effective on January 1, 2008. On December 26, 2007, the State Council issued the Notice on Implementation of Enterprise Income Tax Transition Preferential Policy under the EIT Law, or the Transition Preferential Policy Circular, which became effective simultaneously with the EIT Law. The EIT Law imposes a uniform EIT rate of 25% on all domestic enterprises and foreign-invested enterprises unless they qualify under certain exceptions. Under the EIT Law, as further clarified by the Implementation Rules, the Transition Preferential Policy Circular and other related regulations, enterprises that were established and already enjoyed preferential tax treatments before March 16, 2007 will continue to enjoy them in the following manners: (i) in the case of preferential tax rates, for a five-year period starting from January 1, 2008, during which the tax rate will gradually increase to 25%; or (ii) in the case of preferential tax exemption or reduction for a specified term, until the expiration of such term. However, if such an enterprise has not enjoyed the preferential treatments yet because of its failure to make a profit, its term for preferential treatment will be deemed to start from 2008.

Under the EIT Law, enterprises organized under the laws of jurisdictions outside China with their “de facto management bodies” located within China may be considered PRC resident enterprises and therefore subject to PRC EIT at the rate of 25% on their worldwide income. The Implementation Rules define the term “de facto management body” as the management body that exercises full and substantial control and management over the business, personnel, accounts and properties of an enterprise. Because substantially all of our operations and all of our senior management are located within China, we may be considered a PRC resident enterprise for EIT purposes, in which case: (i) we would be subject to the PRC EIT at the rate of 25% on our worldwide income; and (ii) dividends income received by us from our PRC subsidiaries, however, would be exempt from the PRC withholding tax since such income is exempted under the EIT Law for a PRC resident enterprise recipient.

PRC Business Tax

Taxpayers providing taxable services in China are required to pay a business tax at a normal tax rate of 5% of their revenues, unless otherwise provided.

Dividend Withholding Tax

Under the PRC tax laws effective prior to January 1, 2008, dividends paid to foreign investors by foreign-invested enterprises are exempt from PRC withholding tax. Pursuant to the EIT Law and the Implementation Rules, dividends generated after January 1, 2008 and distributed to us by our PRC subsidiaries are under a 5% withholding tax subject to PRC laws and regulations, provided that we are determined by the relevant PRC tax authorities to be a “non-resident enterprise” under the EIT Law. However, as described above, we may be considered a PRC resident enterprise for EIT purposes, in which case dividends received by us from our PRC subsidiary would be exempt from the PRC withholding tax because such dividend income and other distributions with respect to equity interests derived by a PRC resident enterprise from direct investment in another PRC resident enterprise is exempted under the EIT Law.

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As there remains uncertainty regarding the interpretation and implementation of the EIT Law and the Implementation Rules, it is uncertain whether any dividends to be distributed by us, to our non-resident enterprise shareholders would be subject to any PRC withholding tax.

Employees

As of December 31, 2010, we had 73 full-time employees, and no part-time employees.

Properties

Our executive office is located the Henan Province of the People’s Republic of China. All of our material leases are currently rented through our three consolidated affiliated entities, among which:

Henan Anhou has two principal offices (the leases attached herein as Exhibits 10.27 and 10.28 ): (i) one is located at Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan province, China, with 6,157 square feet (572 square meters) of office space. The lease agreement is between Ma Rui and Henan Anhou. The original lease term was from January 1, 2008 to December 30, 2010 for two years, with rent of approximately $3,906 (RMB25,739) per month payable every three months. On January 10, 2011, the lease was renewed and the term was extended to December 30, 2013 on the same terms as the original lease agreement; and (ii) the other office is located at Building 4K, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan province, China, with 5,597 square feet (520 square meters) of office space. The lease agreement is between Ma Rui and Henan Anhou. The original lease term was from January 1, 2008 to December 30, 2010 for two years, with rent of approximately $1,821 (RMB12,000) per month payable every three months. On January 1, 2011, the lease was renewed and the term extended to December 30, 2013 on the same terms as the original lease agreement.

Sichuan Kangzhuang’s office is located at A and B areas, 14th Floor Renbao Building, No.57 Dongyu Street, Jinjiang District, Chengdu City, Sichuan province, China, with 8,353 square feet (776 square meters) of office space. The lease is between People's Insurance Company of China, Sichuan Branch and Sichuan Kangzhuang. The lease term is from September 1, 2006 to August 31, 2011 for four years, with rent of approximately $4,710 (RMB31,039.6) per month, to be increased by 8% per annum commencing from September 1, 2008, payable every three months.

Jiangsu Law’s office is located at No. 888 Jintong Road, Xingren County, Tongzhou District, Nantong City, Jiangsu province, China, with 10,764 square feet (1,000 square meters) of office space. The lease is between Xiangriya Industrial (Nantong) Co., Ltd., which is an affiliate of Mao Yi Hsiao. Jiangsu Law leases such office free of charge and no written agreement has been executed.

Litigation

We are from time to time subject to claims and litigation arising in the ordinary course of business. Currently, our management is not aware of any claims and litigation against us.

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MANAGEMENT

Executive Officers and Directors

On January 28, 2011, the sole member of the board of directors, Mao Yi Hsiao, made a unanimous written consent to elect and appoint the three individuals set forth as additional members of our board of directors and other individual as management. The following table sets forth, as of April 30, 2011, the names and ages of our directors and executive officers. The directors will hold such office until the next annual meeting of shareholders and until his or her successor has been elected and qualified.

Name	Age	Position
Mao Yi Hsiao	52	Director
Li Fu Chang	55	Director
Li Chwan Hau	50	Director
Hsu Tzu En	39	Director
Lo Chung Mei	54	Chief Executive Officer
Tsai Shiu Fang	48	Chief Financial Officer
Hsieh Tung Chi	36	Chief Operating Officer
Hsu Wen Yuan	41	Chief Marketing Officer
Chiang Te Yun	33	Chief Technology Officer

Business Experience

The following summarizes the occupation and business experience for our officers, directors, key employees and consultants.

Mao Yi Hsiao, Director

Mr. Mao has served as a director of the Company since June 2010. Mr. Mao, with 25 years of insurance industry experience, is the founder as well as the Chairman of Taiwan Law Broker Co., Ltd., the biggest insurance broker company in Taiwan. In addition, Mr. Mao has served as a director for the Company’s consolidated affiliated entity Jiangsu Law since March 2005 to the present. He received his Bachelor’s degree from Taiwan Soochow University School of Law and acquired a Taiwan lawyer's practice certificate. Mr. Mao was selected as a director because of his experience in both the insurance industry and the Company’s PRC operations.

Li Fu Chang, Director

Mr. Li has served as a director of the Company since January 2011.  Mr. Li has 30 years of insurance industry experience, including 17 years in the insurance agency industry.  From 1980 to 1992, he worked as a manager for Guohua Life Insurance Co., Ltd. From 1992 to 1993 Mr. Li worked as General Manager for Gongxin insurance brokers Co., Ltd. or KHIB. Mr. Li served as a president to Time Insurance Brokers Co., Ltd. from1993 to 2003. Mr. Li served as a consultant to the Company’s affiliated entity Henan Anhou from October 2003 to October 2009 and as the Chairman of Henan Anhou from October 2009 to the present.  Mr. Li received a Bachelor degree in Mass Communication from Fu Jen Catholic University. He is one of the primary insurance brokers in Taiwan.   Mr. Li was selected as a director because of his experience in both the insurance industry and the Company’s PRC operations.

Li Chwan Hau, Director

Mr. Li has served as a director of the Company since January 2011.  Mr. Li has 20 years of insurance industry experience.  Mr. Li has served as a service manager at Taiwan Life Insurance from 1987 to 2000. In addition Mr. Li founded Genius Insurance Brokers Co., Ltd., and has served as its Chairman from April 2000 to the present.  Mr. Li has also served as Chairman of Genius Financial Consultants Co., Ltd., a Taiwan company from February 2001 to the present.  Mr. Li has served as a director to the Company’s affiliated entity Sichuan Kangzhuang from 2006 to 2010.  He received a M.S. Degree in Actuarial Science in The University of Iowa and acquired North American actuarial qualification. Mr. Li was selected as a director because of his experience in both the insurance industry and the Company’s PRC operations.

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Hsu Tzu En, Director

Mr. Hsu has served as a director of the Company since January 2011. Mr. Hsu has over ten years of experience in investment banking. From 2003 to 2008 he served as a Manager at Han De Investment Management Company, an investment company focusing on real estate, art and mining resources investment. From 2008 to 2010 he served as a Manager at Tao Zhu Capital, an investment company. Mr. Hsu was selected as a director because of his experience in the investment banking field.

Lo Chung Mei, Chief Executive Officer

Mr. Lo has served as the Company’s Chief Executive Officer since January 2011.  Mr. Lo has served as the General Manager of the Company’s consolidated affiliated entity Henan Anhou from October 2003 to the present. Mr. Lo has 24 years of insurance industry experience, including 13 years working as a manager at Cathay Life Insurance Co., Ltd., from 1983 to1996, 4 years working as a insurance consultant at Guangzhou Life Insurance Co., Ltd., China Life Insurance Co., Ltd. from 1996 to 1997, TaiKang Life insurance Co., Ltd. from 1997 to 2001, and 3 years working as a vice general manager at TaiKang Life Insurance Co., Ltd. from 2001 to 2003.

Tsai Shiu Fang, Chief Financial Officer

Ms. Tsai has served as the Company’s Chief Financial Officer since January 2011.  Ms. Tsai is a Certified Financial Plannerwho has 25 years of experience in the insurance industry. From April 2000 to June 2005 Ms. Tsai served as Chief Financial Officer at Genius Insurance Brokers Co., Ltd., a Taiwan insurance brokerage company.  Ms. Tsai has served as the Chief Financial Officer of the Company’s affiliated entity Sichuan Kangzhuang from May 2008 to the present.

Hsieh Tung Chi, Chief Operating Officer

Mr. Hsieh has served as the Chief Operating Officer of the Company since January 2011.  Mr. Hsieh has served as Chief Operating Officer and General Manager of the Company’s consolidated affiliated entity Jiangsu Law from January 2005 to the present. Mr. Hsieh has worked at First Bank, Head Office, as an Asset Management Specialist in 2000. He has worked at Taiwan Law brokers Co., Ltd., Operating Department, as an Administrative Personnel from 2000 to 2001, officer from 2001 to 2002, Assistant Manager in 2003 and Manager from 2004 to 2005.

Hsu Wen Yuan, Chief Marketing Officer

Mr. Hsu has served as the Company’s Chief Marketing Director since January 2011.  Mr. Hsu has17 years of insurance industry experience. From February 2001 to May 2006, Mr. Hsu served as a Vice Business Executive at Alexander Leed Risks Service Inc., an insurance brokerage company.  From September 2006 to May 2009, Mr. Hsu served as Chief Executive Officer and General Manager of the Company’s affiliated entity Sichuan Kangzhuang.  Mr. Hsu graduated from Feng Chia University with a major in Risk Management and Insurance.

Chiang Te Yun, Chief Technology Officer

Mr. Chiang has served as the Company’s Chief Technology Officer since January 2011.  Mr. Chiang graduated from insurance department of Shih Chien University and has ten years of experience in the insurance industry. From January 2004 to the present, Mr. Chiang has served as the Marketing Manager and Director of the Information Department of the Company’s affiliated entity Jiangsu Law.

Family relationships

There are no family relationship among the directors and officers.

Independence

All of the Company’s directors are “independent directors” as defined by the NYSE Amex Stock Exchange.

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Involvement in certain legal proceedings

No bankruptcy petition has been filed by or against any business of which any of our executive officers was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

No director has been convicted in a criminal proceeding and is not subject to a pending criminal proceeding (excluding traffic violations and other minor offenses).

No director has been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

No director has been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended, or vacated.

Director Compensation

Our directors do not currently receive compensation, and have not received compensation in the last two fiscal years.

Pursuant to an agreement with Henan Anhou, Li Fu Chang earned RMB20,000 ($3,035) per month for serving as the Legal Representative of Henan Anhou from January 1, 2010 to the present.  If Li Fu Chang is terminated as the Company’s Legal Representative, he is entitled to RMB100,000 ($15,175) in compensation.  The Company does not consider this engagement as making Li Fu Chang an employee of the Company or its subsidiaries and determines the amount paid to Li Fu Chang does not disqualify him from independent director status.

Audit Committee and Audit Committee Financial Expert

Our board of directors functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. We are not a "listed company" under SEC rules and is therefore not required to have an audit committee comprised of independent directors. Our board of directors has determined that its members do not include a person who is an "audit committee financial expert" within the meaning of the rules and regulations of the SEC. Our board of directors has determined that each of its members is able to read and understand fundamental financial statements and has substantial business experience that results in that member's financial sophistication. Accordingly, the board of directors believes that each of its members have the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have.

Indemnification

Under Delaware law and pursuant to our articles of incorporation and bylaws, we may indemnify our officers and directors for various expenses and damages resulting from their acting in these capacities. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our officers or directors pursuant to those provisions, our counsel has informed us that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

Executive Compensation

The following table sets forth all compensation awarded to, earned by or paid to our named executive officers. We do not anticipate adjusting our compensations to executive officers and directors in the foreseeable future.

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SUMMARY COMPENSATION TABLE

Name and principal position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Lo Chung Mei	2010		14,574									14,574
Chief Executive Officer	2009		8,887									8,887
Tsai Shiu Fang,	2010		25,505									25,505
Chief Financial Officer	2009		25,505									25,505
Hsieh Tung Chi,	2010		5,465									5,465
Chief Operating Officer	2009		4,737									4,737
Hsu Wen Yuan,	2010		23,683		497							24,180
Chief Marketing Officer	2009		23,683		27							23,710
Chiang Te Yun	2010		4,099									4,099
Chief Technology Officer	2009		4,099									4,099

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 Employment Agreements

Pursuant to an employment agreement, Lo Chung Mei earns a salary of RMB8,000 ($1,215) per month.  If Lo Chung Mei is terminated, he is entitled to RMB100,000 ($15,181) as severance compensation.

Pursuant to an employment agreement, Chiang Te Yun earns a salary of RMB2,250 ($342.00) per month.

Pursuant to an employment agreement, Hsu Wen Yuan earns a salary of RMB13,000 ($1,974) per month and is entitled to a monthly performance bonus equal to 0.5% of First Year Commission, or FYC,of certain consultant agencies.  Mr. Hsu received FYC of RMB179.2 ($27) and RMB3,270.98 ($497) in the fiscal year of 2009 and 2010, respectively.

Pursuant to an employment agreement, Tsai Shiu Fang earns a salary of RMB14,000 ($2,125) per month.

Pursuant to an employment agreement, Hsieh Tung Chi earns a salary of RMB3,000 ($455) per month.

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SECURITY OWNERSHIP

The following table sets forth, as of March 31, 2011 certain information regarding the beneficial ownership of Common Stock by (i) each person who is known by us to own beneficially more than five percent of the outstanding Common Stock, (ii) each of our director and named executive officers, and (iii) all directors and named executive officers as a group.  Unless otherwise specified, the address of each of the persons set forth below is in care of China United Insurance Service, Inc., Building 4F, Hesheng Plaza No. 26 Yousheng S. Rd., Jinshui District, Zhengzhou, Henan, People’s Republic of China.

	Name and Address of	Amount and Nature of
Title of Class	Beneficial Owner	Beneficial Owner		Percent of Class (1)
Officers and Directors
Common Stock	Mao Yi Hsiao Director		3,200,000		15.9	%
Common Stock	Li Fu Chang Director		800,000		4.0	%
Common Stock	Li Chwan Hau Director		1,000,000		5.0	%
Common Stock	Hsu Tzu En Director		15,000		*
Common Stock	Lo Chung Mei Chief Executive Officer		400,000		2.0	%
Common Stock	Tsai Shiu Fang Chief Financial Officer		100,000			*
Common Stock	Hsieh Tang Chi Chief Operating Officer		800,000		4.0	%
Common Stock	Chiang Te Yun Chief Technology Officer		800,000		4.0	%
Common Stock	All executive officers and directors (8) as a group		7,115,000		35.4	%
5% Beneficial Owners
Common Stock	Chang Pi Hui 198 Chung Cheng East Road, Linbei village, Linnei town, Yunlin County, Taiwan.		2,620,000		13.0	%

* Less than 1%

(1) Based on 20,100,503 shares outstanding as of March 31, 2011.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Li Fu Chang (“Mr. Li”) is the legal representative of Henan Anhou. Mr. Mao Yi Hsiao (“Mr. Mao”) is a shareholder of the Company. Mr. Zhu Xudong (“Mr. Zhu”) is the legal representative of Jiangsu Law. Mr. Mao is one of the shareholders of Xiangriya Industrial (Nantong) Co., Ltd. (“Xiangriya”), therefore, the Company and Xiangriya are related parties under common control. These related parties loaned money to the Company for working capital. As of June 30, 2010, the Company owed Mr. Li $689,606. As of December 31, 2010, the Company owed Mr. Li, Mr. Mao, Mr. Zhu and Xiangriya $429,559, $60,497, $17,218 and $15,018, respectively. The amounts are interest-free, unsecured and repayable on demand. During the six months ended December 31, 2010, the Company borrowed $277,325, $44,610, $14,870 and $17,221 from Mr. Li, Mr. Mao, Mr. Zhu and Xiangriya, respectively; and the Company paid $553,164 and $2,455 back to Mr. Li and Xiangriya, respectively.

As of June 30, 2010 and 2009, the Company’s consolidated affiliate Sichuan Kangzhuang’s balances of due to related parties were $475,311 and $369,643, respectively.

Ms. Li Dan, Chengdu Jingzhan Management Co. Ltd. (“Jingzhan”), and Allianz Insurance were the shareholders of Sichuan Kangzhuang as of June 30, 2010 and 2009, and they held 16.67%, 25% and 24.9% of the Sichuan Kangzhuang’s shares, respectively. Lianzhuang Management Co., Ltd. (“Lianzhuang”) is a principal shareholder of Jianzhan. Sichuan Kangzhuang made borrowings from Ms. Li Dan, Jingzhan and Lianzhuang for working capital. The borrowings were interest-free, unsecured and repayable on demand.

As of June 30, 2010, the amounts due to Ms. Li Dan, Jingzhan and Lianzhuang were $0, $148,929 and $322,901, respectively. As of June 30, 2009, the amounts due to these three shareholders were $37,985, $118,922, and $210,233, respectively. During the year ended June 30, 2010, Sichuan Kangzhuang borrowed $8,776, $29,254 and $119,869 from Ms. Li Dan, Jingzhan and Lianzhuang, respectively, and paid $46,806, $0 and $8,776 back to these three shareholders, respectively. During the year ended June 30, 2009, Sichuan Kangzhuang borrowed $20,443, $0 and $179,610 from Ms. Li Dan, Jingzhan and Lianzhuang, respectively, and paid $11,682, $132,298 and $13,142 back to these three shareholders, respectively.

During the years ended June 30, 2010 and 2009, Sichuan Kangzhuang derived $206,328 and $165,902 revenue, respectively, from selling insurance polices underwritten by Allianz Insurance.

As of June 30, 2010 and 2009, Sichuan Kangzhuang owed its management $3,481 and $2,503, respectively, for certain expenses paid by the management on its behalf.  During the years ended June 30, 2010 and 2009, the management paid $4,644 and $2,502 on Sichuan Kangzhuang’s behalf, respectively. During the years ended June 30, 2010 and 2009, Sichuan Kangzhuang returned $3,684 and $0 to the management, respectively.

These transactions were entered into prior to the Company’s affiliation with the affiliated consolidated companies, as such the board of directors of the Company did not approve the above transactions.

On January 17, 2010, CU WFOE and Henan Anhou and its shareholders entered into a series of agreements known as variable interest agreements (the “VIE Agreements”) pursuant to which CU WFOE has executed effective control over Henan Anhou through these contractual arrangements. The VIE Agreements included:

(1) An Exclusive Business Cooperation Agreement through which CU WFOE has the right to advise, consult, manage and operate Henan Anhou and collect and own all 90% of the net profits of Henan Anhou;

(2) a Power of Attorney under which the shareholders of Henan Anhou have vested their collective voting control over Henan Anhou to CU WFOE;

57

(3) an Option Agreement under which the shareholders of Henan Anhou have granted to CU WFOE the irrevocable right and option to acquire all of their equity interests in Henan Anhou, subject to applicable PRC laws and regulations; and

(4) a Share Pledge Agreement under which the owners of Henan Anhou have pledged all of their equity interests in Henan Anhou to CU WFOE to guarantee Henan Anhou’s performance of its obligations under the Exclusive Business Cooperation Agreement.

The foregoing description of the terms of the Exclusive Business Cooperation Agreement, the Power of Attorney, the Option Agreement and the Share Pledge Agreement is qualified in its entirety by reference to the provisions of the agreements filed as Exhibits 10.2 – 10.14 to this report which are incorporated by reference herein.

The Company does not currently have an insider transaction policy.

Other than our officers and directors, we have not had a promoter at any time since inception. Therefore, we have never entered into transactions with a promoter.

Besides related party transaction stated above, none of the following persons has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party:

(A) Any of our directors or officers;

(B) Any proposed nominee for election as our director;

(C) Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our Common Stock; or

58

(D) Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary of us.

DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue 100,000,000 shares of common stock, $0.00001 par value, of which 20,100,503 shares were issued and outstanding as of April 30, 2011.

Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters. Our bylaws provide that any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors.

The holders of shares of our common stock are entitled to dividends out of funds legally available when and as declared by our board of directors. Our board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future. Should we decide in the future to pay dividends, as a holding company, our ability to do so and meet other obligations depends upon the receipt of dividends or other payments from our operating affiliate and subsidiaries and other holdings and investments. In addition, our operating subsidiary in the PRC, from time to time, may be subject to restrictions on their ability to make distributions to us, including as a result of restrictive covenants in loan agreements, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions. In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to receive, ratably, the net assets available to shareholders after payment of all creditors.

All of the issued and outstanding shares of our common stock are duly authorized, validly issued, fully paid and non-assessable. To the extent that additional shares of our common stock are issued, the relative interests of existing shareholders will be diluted.

Preferred Stock

We are authorized to issue 10,000,000 shares of preferred stock, $0.00001 par value, of which no shares were issued and outstanding as of April 30, 2010.

Preferred stock may be authorized and issued in the future in connection with acquisitions, financings, or other matters, as the Board of Directors deems appropriate.  In the event that we determine to issue any shares of preferred stock, a certificate of designation containing the rights, privileges and limitations of this series of preferred stock will be filed with the Secretary of State of the State of Delaware.  The effect of this preferred stock designation power is that our Board of Directors alone, subject to Federal securities laws, applicable blue sky laws, and Delaware law, may be able to authorize the issuance of preferred stock which could have the effect of delaying, deferring, or preventing a change in control without further action by our stockholders, and may adversely affect the voting and other rights of the holders of our common stock.

Rule 144 Shares

As of the date of this registration statement, we do not have any issued and outstanding common shares that are available for resale to the public market in accordance with Rule 144.

59

SELLING STOCKHOLDERS

The shares being offered for resale by the selling stockholders consist of the 1,000,000 shares of our common stock held by two shareholders. Such shareholders include the holders of the 1,600,000 shares sold in our Regulation S offering which was completed in January 2011. The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of March 31, 2011 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

					Amount		Percent
	Shares				Beneficially		Beneficially
	Beneficially		Shares		Owned		Owned
	Owned Prior		to be		After		After
Name	To Offering		Offered		Offering		Offering
Shin Yen Chin		800,000		500,000		300,000		1.5	%
Ma Ling Fen		800,000		500,000		300,000		1.5	%

None of the Selling Stockholders are broker-dealers or affiliates of broker dealers.

Transfer Agent

The transfer agent and registrar for our common stock is Interwest Transfer Company, Inc., 1981 Murray Holladay Road, Suite 100, Salt Lake City, UT 84117. Their telephone number is: (801) 272-9294.

PLAN OF DISTRIBUTION

This prospectus relates to the registration of the resale of 1,000,000 shares of our common stock on behalf of the selling stockholders named herein.

The selling security holders may sell some or all of their shares at a fixed price of $0.015 per share until our shares are quoted on the Over the Counter Electronic Bulletin Board (“OTCBB”) and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTCBB, shareholders may sell their shares in private transactions to other individuals.

There is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange or quotation system. In order for our shares to be quoted, a market maker must agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTCBB. In addition, it is possible that, such application for quotation may not be approved and even if approved it is possible that a regular trading market will not develop or that if developed, will be sustained.

Once a market has been developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

· ordinary brokers transactions, which may include long or short sales,

· Transactions involving cross or block trades on any securities or market where our common stock is trading,

· through direct sales to purchasers or sales effected through agents,

· through transactions in options, swaps or other derivatives (whether exchange listed or otherwise), or

· any combination of the foregoing.

60

The selling stockholders named in this prospectus must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock being offered by them.

The selling stockholders and any broker-dealers who execute sales for the selling stockholders may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with such sales. During such times as the selling stockholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable laws and may among other things:

1.   Not engage in any stabilization activities in connection with our common stock;

2.  Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus from time to time, as may be required by such broker or dealer, and

3.   Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities permitted under the Exchange Act.

Any commissions received by broker-dealers and any profit on the resale of shares sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act.

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. The selling stockholders may be deemed to be underwriters with respect to the shares that they are offering for resale.

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares.

We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $210,000.

LEGAL MATTERS

The Crone Law Group, San Francisco California, passed upon the validity of the common stock being offered hereby.  We have issued 100,503 shares of common stock to the Crone Law Group in consideration for legal services.

EXPERTS

Included in the prospectus constituting part of this registration statement are consolidated financial statements of (i) Henan Law Anhou Insurance Agency Co., Ltd., (ii) Jiangsu Law Insurance Broker Co., Ltd., and (iii) Sichuan Kang Zhuang Insurance Agency Co., Ltd., for fiscal years ended June 30, 2010 and 2009, which have been audited by Goldman Kurland Mohidin, LLP, an independent registered public accounting firm, to the extent and for the periods set forth in their respective report appearing elsewhere herein. The financial statements are included in reliance upon such report given upon the authority of such firms as experts in accounting and auditing.

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AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our common stock and us, please review the registration statement, including exhibits, schedules and reports filed as a part thereof. Statements in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

After the effective date of this prospectus we will also be subject to the informational requirements of the Exchange Act which requires us to file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information along with the registration statement, including the exhibits and schedules thereto, may be inspected at public reference facilities of the SEC at 100 F Street N.E, Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC’s Internet website at http://www.sec.gov.

No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in this prospectus in connection with the offering made by this prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or the selling stockholders.  This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than those specifically offered hereby or an offer to sell or a solicitation of an offer to buy any of these securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation.  Except where otherwise indicated, this prospectus speaks as of the effective date of the registration statement.  

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FINANCIAL STATEMENTS

Index to Financial Statements

Report of Independent Registered Public Accounting Firm for Henan Law Anhou Insurance Agency Co., Ltd.	F-1
Henan Law Anhou Insurance Agency Co., Ltd. Balance Sheets as of June 30, 2010 and 2009	F-2
Henan Law Anhou Insurance Agency Co., Ltd. Statements of Operations and Other Comprehensive Loss for the years ended June 30, 2010 and 2009	F-3
Henan Law Anhou Insurance Agency Co., Ltd. Statements of Shareholders’ Deficit June 30, 2010 and 2009	F-4
Henan Law Anhou Insurance Agency Co., Ltd. Statements of Cash Flows for the years ended June 30, 2010 and 2009	F-5
Notes to Henan Law Anhou Insurance Agency Co., Ltd. Financial Statements	F-6
Report of Independent Registered Public Accounting Firm for Sichuan Kang Zhuang Insurance Agency Co.	F-19
Sichuan Kang Zhuang Insurance Agency Co. Balance Sheets as of June 30, 2010 and 2009	F-20
Sichuan Kang Zhuang Insurance Agency Co. Statements of Operations and Other Comprehensive Loss for the years ended June 30, 2010 and 2009	F-21
Sichuan Kang Zhuang Insurance Agency Co. Statements of Shareholders’ Deficit June 30, 2010 and 2009	F-22
Sichuan Kang Zhuang Insurance Agency Co. Statements of Cash Flows for the years ended June 30, 2010 and 2009	F-23
Notes to Sichuan Kang Zhuang Insurance Agency Co. Financial Statements	F-24
Report of Independent Registered Public Accounting Firm for Jiangsu Law Insurance Broker Co., Ltd.	F-33
Jiangsu Law Insurance Broker Co., Ltd. Balance Sheets as of June 30, 2010 and 2009	F-34
Jiangsu Law Insurance Broker Co., Ltd. Statements of Operations and Other Comprehensive Income / Loss for the years ended June 30, 2010 and 2009	F-35
Jiangsu Law Insurance Broker Co., Ltd. Statements of Shareholders’ Deficit June 30, 2010 and 2009	F-36
Jiangsu Law Insurance Broker Co., Ltd. Statements of Cash Flows for the years ended June 30, 2010 and 2009	F-37
Notes to Jiangsu Law Insurance Broker Co., Ltd. Financial Statements	F-38
Henan Law Anhou Insurance Agency Co., Ltd. and Subsidiaries Consolidated Balance Sheets as of December 31, 2010 and June 30, 2010	F-47
Henan Law Anhou Insurance Agency Co., Ltd. and Subsidiaries Consolidated Statements of Operations and Other Comprehensive Loss for six months ended December 31, 2010 and 2009	F-48
Henan Law Anhou Insurance Agency Co., Ltd. and Subsidiaries Consolidated  Statements of Cash Flows for the six months ended December 31, 2010 and 2009	F-49
Notes to Henan Law Anhou Insurance Agency Co., Ltd. and Subsidiaries Consolidated Financial Statements	F-50
China United Insurance Service, Inc. and Subsidiaries  Pro Forma Consolidated Balance Sheets as of June 30, 2009	F-66
China United Insurance Service, Inc. and Subsidiaries  Pro Forma Consolidated Statements of Operations and Other Comprehensive Loss for the year ended June 30, 2009	F-67
China United Insurance Service, Inc. and Subsidiaries  Pro Forma Consolidated Balance Sheets as of June 30, 2010	F-68
China United Insurance Service, Inc. and Subsidiaries  Pro Forma Consolidated Statements of Operations and Other Comprehensive Loss for the year ended June 30, 2010	F-69
Notes to China United Insurance Service, Inc. and Subsidiaries Pro Forma Consolidated Financial Statements	F-70
China United Insurance Service, Inc. and Subsidiaries  Pro Forma Consolidated Balance Sheets as of December 31, 2009	F-71
China United Insurance Service, Inc. and Subsidiaries  Pro Forma Consolidated Statements of Operations and Other Comprehensive Loss for the year ended December 31, 2009	F-72
China United Insurance Service, Inc. and Subsidiaries  Pro Forma Consolidated Balance Sheets as of December 31, 2010	F-73
China United Insurance Service, Inc. and Subsidiaries  Pro Forma Consolidated Statements of Operations and Other Comprehensive Loss for the year ended December 31, 2010	F-74
Notes to China United Insurance Service, Inc. and Subsidiaries Pro Forma Consolidated Financial Statements	F-75

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Henan LawAnhou Insurance Agency Co., LTD.

We have audited the accompanying balance sheets of Henan Law Anhou Insurance Agency Co., LTD. as of June 30, 2010 and 2009, and the related statements of operations and comprehensive loss, shareholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Henan Law Anhou Insurance Agency Co., LTD. as of June 30, 2010 and 2009, and the results of its operations and its cash flows for the years ended June 30, 2010 and 2009, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses and has net capital and working capital deficiencies, as of June 30, 2010. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are described in Note 1. These accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Goldman Kurland and Mohidin, LLP

Encino, California

December 30, 2010

F-1

HENAN LAW ANHOU INSURANCE AGENCY CO., LTD.

BALANCE SHEETS

	June 30, 2010			June 30, 2009
ASSETS
Current assets
Cash and equivalents	$	17,071		$	33,751
Restricted cash		58,749			58,439
Accounts receivable, net		14,388			375
Other current assets		29,694			23,581
Total current assets		119,902			116,146
Property, plant and equipment, net		16,055			14,589
TOTAL ASSETS	$	135,957		$	130,735
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses and other payables	$	495,466		$	496,148
Taxes payable		254,497			49,705
Due to related party		689,606			642,130
Total current liabilities		1,439,569			1,187,983
SHAREHOLDERS’ DEFICIT
Paid-in capital		252,746			252,746
Accumulated other comprehensive loss		(70,841	)		(64,232	)
Accumulated deficit		(1,485,517	)		(1,245,762	)
TOTAL SHAREHOLDERS’ DEFICIT		(1,303,612	)		(1,057,248	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	135,957		$	130,735

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

F-2

HENAN LAW ANHOU INSURANCE AGENCY CO., LTD.

STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

	Years Ended June 30
	2010			2009
Revenues	$	1,341,509		$	1,301,347
Cost of service		1,061,732			1,259,298
Gross profit		279,777			42,049
Operating expenses:
General and administrative		309,586			228,747
		309,586			228,747
Loss from operations		(29,809	)		(186,698	)
Other income (expenses)
Other income		1,799			-
Bank service charge		(201	)		(410	)
Other expenses		(721	)		(14	)
		877			(424	)
Loss before income taxes		(28,932	)		(187,122	)
Income tax expense		210,823			36,193
Net loss		(239,755	)		(223,315	)
Other comprehensive loss		(6,609	)		(3,387	)
Comprehensive loss	$	(246,364	)	$	(226,702	)

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

F-3

HENAN LAW ANHOU INSURANCE AGENCY CO., LTD.

STATEMENTS OF SHAREHOLDERS' DEFICIT

YEARS ENDED June 30, 2010 AND 2009

	Paid -in Capital		Accumulated Other comprehensive loss			Accumulated Deficit			Total
Balance July 1, 2008	$	252,746	$	(60,845	)	$	(1,022,447	)	$	(830,546	)
Foreign currency translation		-		(3,387	)		-			(3,387	)
Net loss		-		-			(223,315	)		(223,315	)
Balance June 30, 2009		252,746		(64,232	)		(1,245,762	)		(1,057,248	)
Foreign currency translation		-		(6,609	)		-			(6,609	)
Net loss		-		-			(239,755	)		(239,755	)
Balance June 30, 2010	$	252,746	$	(70,841	)	$	(1,485,517	)	$	(1,303,612	)

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

F-4

HENAN LAW ANHOU INSURANCE AGENCY CO., LTD.

STATEMENTS OF CASH FLOWS

	Years ended June 30,
	2010			2009
Cash flows from operating activities:
Net loss	$	(239,755	)	$	(223,315	)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation		8,729			5,672
Changes in operating assets and liabilities:
Accounts receivable		(13,954	)		-
Other current assets		(5,962	)		(2,798	)
Tax payable		203,687			41,531
Accrued expenses and other payables		(3,306	)		(12,511	)
Total Adjustments		189,194			31,894
Net cash used by operating activities		(50,561	)		(191,421	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(10,112	)		(1,965	)
Net cash used in investing activities		(10,112	)		(1,965	)
Cash flows from financing activities:
Repayment on borrowings from related party		(16,090	)		-
Proceeds from related party		59,971			140,183
Net cash provided by financing activities		43,881			140,183
Foreign currency translation		112			313
Net decrease in cash and cash equivalents		(16,680	)		(52,890	)
Cash and equivalents, beginning balance		33,751			86,641
Cash and equivalents, ending balance	$	17,071		$	33,751
Interest paid	$	-		$	-
Income tax paid	$	-		$	-

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

F-5

NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES

Nature of operations

Henan Law Anhou Insurance Agency Co., Ltd. (“Henan Anhou” or the “Company”, formerly known as Zhengzhou Anhou Insurance Agency Co., Ltd.) was incorporated in the People’s Republic of China (“the PRC”) on August 20, 2003. Henan Anhou provides insurance agency services in the PRC.

Going Concern

The Company has incurred net operating losses since inception. The Company faces all the risks common to companies that are relatively new, including capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. At June 30, 2010, the Company had accumulated deficit of $1,485,517. The Company's recurring losses raise substantial doubt about its ability to continue as a going concern. The Company's financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. The Company expects to incur losses from its business operations and will require additional funding during the year ending June 30, 2011.

Management plans are to raise funding through loans and equity. In addition, management is currently negotiating with related parties and other third parties to forgive amount owed to them or to convert into equity. On August 16, 2010, the Company raised $1,175,433, see note 12. Management believes its current and future plans enable it to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts which may differ from those in the accompanying financial statements.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").   The Company’s functional currency is the Chinese Renminbi (“RMB”); however the accompanying consolidated financial statements were translated and presented in US dollars (“$” or “USD”).

Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the amounts of revenues and expenses during the reporting periods.

Management makes these estimates using the best information available at the time the estimates are made.  However, actual results could differ materially from those results.

F-6

Risks and Uncertainties

The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and foreign currency exchange rates.

Comprehensive Income

The Company follows the provisions of Financial Accounting Standards Board (“FASB“) Accounting Standards Codification (“ASC”) Topic 220 (“ASC 220”) “Reporting Comprehensive Income”, previously Statement of Financial Accounting Standards (“SFAS”) No. 130, establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements. ASC 220 defines comprehensive income is comprised of net income and all changes to the statements of stockholders' equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders, including adjustments to minimum pension liabilities, accumulated foreign currency translation, and unrealized gains or losses on marketable securities.

Foreign currency transactions

As of June 30, 2010 and 2009, the accounts of Henan Anhou were maintained, and its financial statements were expressed, in RMB. Such financial statements were translated into USD in accordance with SFAS No. 52 ("SFAS 52") "Foreign Currency Translation," (codified in FASB ASC Topic 830) with the RMB as the functional currency for the Chinese subsidiaries.  According to the statement, all assets and liabilities were translated at the exchange rate on the balance sheet date, stockholders’ deficit is translated at historical rates and statement of operations items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC 220. Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the income statement.

Translation adjustments losses are included in accumulated other comprehensive loss in the statement of stockholders’ equity and were $70,841 and $64,232 as of June 30, 2010 and 2009, respectively.

Cash and equivalents

For Statements of Cash Flows purposes, the Company considers all cash on hand and in banks, including certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and equivalents.

The Company maintains cash with various banks located in China.  Cash accounts are not insured or otherwise protected.  Should any bank holding cash deposits become insolvent, or if the Company is otherwise unable to withdraw funds, the Company would lose the cash on deposit with that particular bank. However, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

Accounts receivable

The Company reviews its accounts receivable on a regular basis to determine if a bad debt allowance is necessary at each year-end. Management reviews the composition of accounts receivable and analyzes the age of receivable outstanding, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the necessity of making such allowance.

F-7

Property, plant and equipment

Property, plant and equipment are recorded at cost.  Gain or loss on disposal of property, plant or equipment will be recorded in income at disposal. Expenditures for betterments, renewals and additions are capitalized. Repairs and maintenance expenses are expensed as incurred.

Depreciation for financial reporting purposes is provided using the straight-line method over their useful life of 5 years.

Impairment of Long-Lived Assets

In accordance with ASC 360, “Property, Plant and Equipment”, previously SFAS No. 144, the Company reviews the carrying values of long-lived assets whenever facts and circumstances indicate the assets may be impaired.  Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future net undiscounted cash flows expected to be generated by it. If an asset is considered impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.  Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs of disposal. No impairment was recognized for the years ended June 30, 2010 and 2009.

Revenue recognition

The Company’s revenue is derived from providing insurance agency services. The Company sells insurance products to customers, and obtains commissions from the respective insurance companies according to the terms of each service agreement between the insurance company and the Company. The Company recognizes revenue when the following have occurred: persuasive evidence of an agreement between the insurance company and insured exists, services have been provided, the fee for such services is fixed or determinable and collectability of the fee is reasonably assured. Insurance agency services are considered rendered and completed, and revenue is recognized, at the time an insurance policy becomes effective, that is, when the signed insurance policy is in place and the premium is collected from the insured. The Company has met all the four criteria of revenue recognition when the premiums are collected by the respective insurance companies and not before because collectability is not ensured until receipt of the premium. Accordingly, the Company does not accrue any commission and fees prior to the receipt of the related commissions from the respective insurance companies. No allowance for cancellation was recorded, as the management of the Company estimates, based on its past experience, that the cancellation of policies rarely occurs. Any subsequent commission adjustments in connection with policy cancellations which have been de minims to date are recognized upon notification from the insurance carriers. Actual commission and fee adjustments in connection with the cancellation of policies were 0.2%, and 0.1% of the total commission and fee revenues for the years ended June 30, 2010 and 2009, respectively.

The Company pays commissions to its sub-agents when an insurance product is sold by the respective sub-agent. The Company recognizes commission revenue on a gross basis. The commissions paid by the Company to its sub-agents are recorded as costs of services.

Income taxes

The Company utilizes ASC 740 “Income Taxes”, previously SFAS No. 109, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

F-8

The Company follows the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN 48”). The Company made a comprehensive review of its portfolio of tax positions in accordance with recognition standards established by FIN 48. The Company recognized no material adjustments to liabilities or stockholders’ equity. When tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of operations and other comprehensive income (loss). The adoption of FIN 48 did not have a material impact on the Company’s financial statements.

The Company has not been subjected to income tax examinations by taxing authorities for the years ended June 30, 2010 and 2009. During the years ended June 30, 2010 and 2009, the Company did not recognize any amount in interest and penalties. The Company did not accrue any amount for the payment of interest and penalties at June 30, 2010 and 2009.

 Fair values of financial instruments

ASC 820 “Fair Value Measurements and Disclosures”, previously FAS 157, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels are defined as follows:

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

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

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

As of June 30, 2010 and 2009, the Company did not identify any assets and liabilities that are required to be presented on the balance sheets at fair value.

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 June 30, 2010 and 2009, substantially all of the Company’s cash and cash equivalents and restricted cash were held by major financial institutions located in the PRC, which management believes are of high credit quality.  With respect to accounts receivable, the Company generally does not require collateral and does not have an allowance for doubtful accounts.

F-9

The Company acts as an insurance agent for one major insurance company, Taiping Insurance Co., Ltd. (“Taiping Insurance”).  For the years ended June 30, 2010 and 2009, respectively, 91% and 100% of the Company’s revenue were derived from sale of insurance policies underwritten by Tianping Insurance, which was $1,223,187 and $1,301,347, respectively.  At June 30, 2010 and 2009, the Company did not have any receivables from Taiping Insurance.

The Company's operations are carried out in the PRC. 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 by the general state of the PRC's economy. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.

Operating Leases

Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company that do not meet the capitalization criteria of ASC 840 “Leases”, previously SFAS No. 13, are accounted for as operating leases. Rentals under operating leases are expensed on the straight-line basis over the lease term.

Segment reporting

The Company follows ASC 280 “Segment Reporting”, previously as SFAS No. 131, for its segment reporting.  For the years ended June 30, 2010 and 2009, the Company managed its business as a single operating segment providing insurance brokerage and agency services in the PRC. All revenues are derived from the PRC and all long-lived assets are located in the PRC.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which could result in a loss to the Company but which will be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies arising from legal proceedings pending against the Company or unasserted claims that may rising from such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates it is probable that a material loss was incurred and the amount of the liability can be reasonably estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

F-10

Statement of cash flows

In accordance with ASC 230, “Statement of Cash Flows”, previously SFAS No. 95, cash flows from the Company's operations are calculated based upon the local currencies and an average exchange rate is used. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.

Recent accounting pronouncements

In December 2007, the FASB issued SFAS No.141R, “Business Combination” (“SFAS 141R”) codified in FASB ASC Topic 805, to improve reporting creating greater consistency in the accounting and financial reporting of business combinations. The standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date.  The Company had no business combinations from the date of its inception through June 30 2010, the adoption of SFAS 141R had no effect on the Company’s financial statements.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements” (“SFAS 160”) codified in FASB ASC Topic 810, to improve the relevance, comparability, and transparency of financial information provided to investors by requiring all entities to report controlling (minority) interests in subsidiaries in the same way as required in the consolidated financial statements. Moreover, SFAS 160 eliminates the diversity that currently exists in accounting for transactions between an entity and non-controlling interests by requiring they be treated as equity transaction. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. As of June 30, 2010 and 2009, the Company did not have any non-controlling interests. The adoption of SFAS 160 had no effect on the Company’s financial statements.

In March 2008, the FASB issued SFAS No.161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”) codified in FASB ASC Topic 815.  The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows.  It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. As of June 30, 2010 and 2009, the Company did not carry any derivative instruments and the adoption of SFAS 161 did not have any effect on the Company’s financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”) codified in FASB ASC Topic 105.  SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with US GAAP (the GAAP hierarchy).  The adoption of SFAS 162 did not affect the Company’s financial statements.

In May 2008, the FASB issued SFAS No.163, “Accounting for Financial Guarantee Insurance Contracts” (“SFAS 163”), an interpretation of FASB Statement No. 60, codified in FASB Topic 944.  The scope of SFAS 163 is limited to financial guarantee insurance (and reinsurance) contracts, as described in this Statement, issued by enterprises included within the scope of Statement 60. Accordingly, SFAS 163 does not apply to financial guarantee contracts issued by enterprises excluded from the scope of Statement 60 or to some insurance contracts that seem similar to financial guarantee insurance contracts issued by insurance enterprises (such as mortgage guaranty insurance or credit insurance on trade receivables). SFAS 163 also does not apply to financial guarantee insurance contracts that are derivative instruments included within the scope of FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities”. The adoption of SFAS 163 did not affect the Company’s financial statements.

F-11

In May 2009, the FASB issued SFAS No.165, “Subsequent Events” (“SFAS 165”) codified in FASB ASC Topic 855, which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. FASB 165 is effective for interim and annual periods ending after June 15, 2009. The Company adopted this statement during the year ended June 30, 2009.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140” (“SFAS 166”), codified in FASB ASC Topic 860, which requires entities to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets. SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional disclosures. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The adoption of the statement is not expected to have an impact on the Company’s financial statements.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”), codified in FASB ASC Topic 810, which modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. SFAS 167 clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. SFAS 167 requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity, it also requires additional disclosures about a company’s involvement in variable interest entities and any significant changes in risk exposure due to that involvement. SFAS 167 is effective for fiscal years beginning after November 15, 2009. The adoption of the statement is not expected to have an impact on the Company’s financial statements.

In June 2009, the FASB issued SFAS 168, “The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles - A Replacement of FASB Statement No. 162” (“SFAS 168”). SFAS 168 establishes the FASB Accounting Standards Codification (“Codification”) as the single source of authoritative United States accounting and reporting standards applicable for all non-governmental entities, with the exception of the SEC and its staff.  The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for interim and annual periods ending after September 15, 2009. As of the effective date, all existing accounting standard documents will be superseded, and all future references to authoritative accounting literature will be referenced in accordance with the Codification.  There were no changes to the Company’s financial statements or disclosures as a result of implementing the Codification.

In September 2009, the FASB issued Accounting Standards Update No. 2009-12 (“ASU 2009-12”), Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This ASU amends to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued.  The provisions of ASU 2009-12 did not have a material effect on the Company’s financial statements.

F-12

In October 2009, the FASB issued ASU 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This ASU eliminated that residual method of allocation for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on its financial statements.

In October 2009, the FASB issued ASU 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This ASU amends the FASB Accounting Standard Codification for EITF 09-1. At the date of issuance, a share-lending arrangement entered into on an entity’s own shares in contemplation of a convertible debt offering or other financing is required to be measured at fair value and recognized as issuance cost in the financial statements of the entity.  ASU No. 2009-15 is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. This ASU is effective for interim or annual periods beginning on or after June 15, 2009, for share-lending arrangements entered into in those periods.  Arrangements that have been terminated as a result of counterparty default prior to the effective date of this Issue but for which the entity had not reached a final settlement as of the effective date are within the scope of this ASU. The provisions of ASU 2009-15 did not have a material effect on the Company’s financial statements.

In December 2009, the FASB issued ASU 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with VIEs, codifies Statement No. 167, Amendments to FASB Interpretation No. 46(R). Among other provisions, this ASU amends FIN 46(R) to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a VIE. This analysis identifies the primary beneficiary of a VIE as the enterprise that has both (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Additionally, ASU No. 2009-17 requires an enterprise to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed when determining whether it has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance. The provisions of ASU 2009-17 did not have a material effect on the Company’s financial statements.

In January 2010, the FASB issued ASU 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260 for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The provision of ASU 2010-01 did not have a material effect on the Company’s financial statements. 

In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset de-recognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts SFAS 160 (now included in Subtopic 810-10). For those entities that already adopted SFAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted SFAS 160. The provision of ASU 2010-02 did not have a material effect on the Company’s financial statements.

F-13

In January, 2010, the FASB issued ASU 2010-05 Compensation - Stock Compensation (Topic 718): Escrowed Share Arrangements and the Presumption of Compensation. This ASU codifies Emerging Issues Task Force Topic D-110, “Escrowed Share Arrangements and the Presumption of Compensation,” which was issued on June 18, 2009 to clarify SEC staff views on overcoming the presumption that for certain shareholders escrowed share arrangements represent compensation. Topic D-110 concludes that when evaluating whether the presumption of compensation has been overcome, registrants should consider the substance of the arrangement, including whether the arrangement was entered into for purposes unrelated to, and not contingent upon, continued employment.  The SEC staff believes that an escrowed share arrangement in which the shares are automatically forfeited if employment terminates is compensation. ASU 2010-05 was effective upon issuance. The provisions of ASU 2010-5 did not have a material effect on the Company’s financial statements.

In January, 2010, the FASB issued ASU 2010-06 Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, to enhance the usefulness of fair value measurements. The amended guidance requires both the disaggregation of information in certain existing disclosures, as well as the inclusion of more robust disclosures about valuation techniques and inputs to recurring and nonrecurring fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company does not expect the provisions of ASU 2010-6 to have a material effect on its financial statements.

In February, 2010, the FASB issued ASU 2010-09, Subsequent Events (Topic 855) – Amendments to Certain Recognition and Disclosure Requirements. This amendment is effective on the date of issuance. Per this ASU, an SEC filer would no longer be required to disclose the date through which subsequent events have been evaluated. The ASU also refines the scope of the reissuance disclosure requirements to include revised financial statements only. The provisions of ASU 2010-9 did not have a material effect on the Company’s financial statements.

In April 2010, the FASB issued ASU 2010-17 (Topic 605), to provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. ASU 2010-17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. The Company does not expect the provisions of ASU 2010-11 to have a material effect on its financial statements.

In October 2010, the FASB issued ASU 2010-26, Financial Services—Insurance (Topic 944), to address diversity in practice regarding the interpretation of which costs relating to the acquisition of new or renewal insurance contracts qualify for deferral. ASU 2010-26 specifies that the incremental direct costs of contract acquisition and certain costs related directly to the acquisition activities, such as underwriting, Policy issuance and processing, Medical and inspection, Sales force contract selling, which are  performed by the insurer  in the acquisition of new and renewal contracts should be capitalized.  This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. Management is in the process of evaluating the impact of adopting this standard on the Company’s financial statements. The Company does not expect the provisions of ASU 2010-11 to have a material effect on its financial statements

NOTE 3 – RESTRICTED CASH

Restricted cash as of June 30, 2010 and 2009 was $58,749 and $58,439, respectively. Restricted cash is a deposit in bank by the Company in conformity with Provisions on the Supervision and Administration of Specialized Insurance Agencies, and cannot be withdrawn without the permission of the China Insurance Regulatory Commission.

F-14

NOTE 4 – ACCOUNTS RECEIVABLE

As of June 30, 2010 and 2009, the balances of accounts receivable were $14,388 and 375, respectively, and the Company had no allowance for doubtful accounts.

NOTE 5 – OTHER CURRENT ASSETS

The Company’s other current assets consisted of the following, as of June 30:

	2010		2009
Prepaid rent	$	16,629	$	16,541
Prepaid expenses		13,051		5,514
Other		14		1,526
Total	$	29,694	$	23,581

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following as of June 30:

	2010			2009
Office Equipment	$	19,070		$	13,143
Office Furniture		8,904			6,279
Computers		12,427			10,666
Total		40,401			30,088
Less: Accumulated Depreciation		(24,346	)		(15,499	)
Total property, plant and equipment, net	$	16,055		$	14,589

NOTE 7 – ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables are summarized as follows, as of June 30:

	2010		2009
Welfare & salary payable	$	546	$	3,783
Due to third party		494,920		492,365
Total accrued expenses and other payables	$	495,466	$	496,148

Due to third party are borrowings from a third party that bears no interest and payable on demand.

F-15

NOTE 8 - TAXES PAYABLE

Taxes payable consisted of the following as of June 30:

	2010		2009
Income tax	$	247,792	$	35,959
Other		6,705		13,746
Total	$	254,497	$	49,705

NOTE 9 - RELATED PARTY TRANSACTIONS

Due to related party

As of June 30, 2010 and 2009, the Company’s balances of due to related parties were $689,606 and $642,130, respectively.

Mr. Li Fuzhang is the legal representative and chief consultant of the Company. The Company’s balances due to related party as of June 30, 2010 and 2009 were due to Mr. Li loaned money to the Company for working capital. The amount is interest-free, unsecured and repayable on demand.

NOTE 10– INCOME TAX

The Company is governed by the Income Tax Law of the PRC concerning the private-run enterprises, which are generally subject to tax at a statutory rate of 25% (starting from 2008) or 33% (before 2007) on income reported in the statutory financial statements after appropriated tax adjustments.

Per the Income Tax Law of the PRC, the loss brought forward from the prior periods can be deducted against income before tax first. However, according to related tax regulations by Chinese tax authorities and became effective on January 1, 2008, commission expense paid to sub-agent in excess of 5% of the commission revenue of the Company is not tax deductible. In other words, the Company is still subject to corporate income tax although it has been making losses. Therefore, the Company incurred income tax for the years ended June 30, 2010 and 2009, of $210,823 and $36,193, respectively.

The following table reconciles the PRC statutory rates to the Company’s effective tax rate for the years ended June 30, 2010 and 2009:

	2010			2009
Local tax rate		25.0	%		25.0	%
Benefit of NOL c/f		-			94.0	%
Tax undeductible cost		(753.7	)%		(138.0	)%
Tax per financial statements		(728.7	)%		(19.3	)%

NOTE 11 – COMMITMENT

Operating Lease Commitment

The Company has two operating leases for its offices which expire December 30, 2010, and the Company renewed the lease agreements on October 21, 2010, which expire December 30, 2011. For the years ended June 30, 2010 and 2009, the Company incurred rent of $66,106 and $68,160, respectively. At June 30, 2010, total future minimum lease payments under operating leases were as follows.

	Amount
12 months ending June 30, 2011	$	66,514
12 months ending June 30, 2012		33,257
Total	$	99,771

F-16

NOTE 12 – SUBSEQUENT EVENT

Increased paid-in capital

On August 16, 2010, the Company increased its paid-in capital by $1,175,433. The increased capital was paid by a new shareholder, Ms. Zhu Shuqin (“Ms. Zhu”). After the increase of paid-in capital, Ms. Zhu Shuqin owns 80% of the Company’s shareholding now.

Change of the Company’s name

On August 17, 2010, the Company changed its name from Zhengzhou Anhou Insurance Agency Co., Ltd. to Henan Law Anhou Insurance Agency Co., Ltd. The change of name has been approved by Zhengzhou Administration of Industry and Commerce.

Acquisitions

Sichuan Kang Zhuang Insurance Agency Co., Ltd. (“Sichuan Kang Zhuang”) founded on July 10, 2006 in Sichuan province in the PRC, provides insurance agency services in the PRC.  On August 23, 2010, at Sichuan Kang Zhuang’s general meeting of shareholders, its shareholders voted for transferring their shareholding in Sichuan Kang Zhuang to the Company for RMB 532,622 ($78,318). On September 6, 2010, the equity transfer agreements were signed between the Company and each shareholder of Sichuan Kang Zhuang.

Jiangsu Law Insurance Broker Co., Ltd. (“Jiangsu Law”) was founded on May 18, 2005 in Jiangsu province in the PRC. Jiangsu Law is allowed to provide both insurance brokerage and agency services. However, it currently provides insurance agency services only. On August 12, 2010, at Jiangsu Law’s general meeting of shareholders, its shareholders voted for transferring their shareholding to the Company for RMB 518,000 ($75,475). On September 28, 2010, the equity transfer agreements were signed between the Company and each shareholders of Jiangsu Law.

The pro forma consolidated results of operations of the Company as if the acquisitions of Sichuan Kang Zhuang and Jiangsu Law had occurred on July 1, 2008 are presented below:

	For the years ended June 30,
	2010			2009
Net revenue	$	2,035,717		$	1,739,425
Cost of sales		1,496,625			1,695,671
Gross profit		539,092			43,754
Total expense		(77,998	)		(678,672	)
Net loss	$	(338,906	)	$	(634,918	)

F-17

The summary of the assets and liabilities acquired are presented below:

	As of June 30,
	2010			2009
Current assets
Cash and equivalents	$	193,470		$	423,777
Accounts receivable, net		25,767			2,891
Advance to suppliers		776			-
Other current assets		36,323			660,430
Total current assets		256,336			1,087,098
Property, plant and equipment, net		108,121			140,770
TOTAL ASSETS	$	364,457		$	1,227,868
Current liabilities
Account payable	$	206		$	1,087
Accrued expenses and other payables		55,590			70,722
Taxes payable		47,616			3,026
Due to related party		477,344			1,269,154
Total current liabilities		580,756			1,343,989
NET LIABILITIES	$	(216,299	)	$	(116,121	)

F-18

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Sichuan Kang Zhuang Insurance Agency Co., Ltd.

We have audited the accompanying balance sheets of Sichuan Kang Zhuang Insurance Agency Co., Ltd. as of June 30, 2010 and 2009, and the related statements of operations and comprehensive loss, shareholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sichuan Kang Zhuang Insurance Agency Co., Ltd. as of June 30, 2010 and 2009, and the results of its operations and its cash flows for the years ended June 30, 2010 and 2009, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses and has net capital and working capital deficiencies, as of June 30, 2010. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are described in Note 1. These accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Goldman Kurland and Mohidin, LLP

Encino, California

May 11, 2011

F-19

SICHUAN KANG ZHUANG INSURANCE AGENCY CO., LTD.

BALANCE SHEETS

	June 30
	2010			2009
ASSETS
Current assets
Cash and equivalents	$	25,266		$	17,597
Accounts receivable, net		1,533			2,891
Other current assets		37,099			34,120
Total current assets		63,898			54,608
Property, plant and equipment, net		17,227			19,091
TOTAL ASSETS	$	81,125		$	73,699
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	206		$	1,087
Accrued expenses and other payables		42,023			39,767
Taxes payable		44,112			2,535
Due to related parties		475,311			369,643
TOTAL CURRENT LIABILITIES	$	561,652		$	413,032
SHAREHOLDERS’ DEFICIT
Paid-in capital		811,168			811,168
Accumulated other comprehensive loss		(24,012	)		(21,634	)
Accumulated deficit		(1,267,683	)		(1,128,867	)
TOTAL SHAREHOLDERS’ DEFICIT		(480,527	)		(339,333	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	81,125		$	73,699

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

F-20

SICHUAN KANG ZHUANG INSURANCE AGENCY CO., LTD.

STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

	Year Ended June 30
	2010			2009
Revenues	$	525,709		$	473,850
Cost of service		452,157			437,474
Gross profit		73,552			36,376
Operating expenses:
General and administrative		171,221			211,797
		171,221			211,797
Loss from operations		(97,669	)		(175,421	)
Other income (expenses)
Interest expense		(28	)		(134	)
Other expenses- net		(1,867	)		(2,956	)
Total other expenses		(1,895	)		(3,090	)
Loss before income taxes		(99,564	)		(178,511	)
Income tax expense		39,252			2,447
Net loss		(138,816	)		(180,958	)
Other comprehensive loss		(2,378	)		(1,485	)
Comprehensive loss	$	(141,194	)	$	(182,443	)

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

F-21

SICHUAN KANG ZHUANG INSURANCE AGENCY CO., LTD.

STATEMENTS OF SHAREHOLDERS' DEFICIT

YEARS ENDED June 30, 2010 AND 2009

	Paid -in Capital		Accumulated other comprehensive loss			Accumulated Deficit			Total
Balance July 1, 2008	$	461,141	$	(20,149	)	$	(947,909	)	$	(506,917	)
Capital contribution		350,027		-			-			350,027
Foreign currency translation		-		(1,485	)		-			(1,485	)
Net loss		-		-			(180,958	)		(180,958	)
Balance June 30, 2009		811,168		(21,634	)		(1,128,867	)		(339,333	)
Foreign currency translation		-		(2,378	)		-			(2,378	)
Net loss		-		-			(138,816	)		(138,816	)
Balance June 30, 2010	$	811,168	$	(24,012	)	$	(1,267,683	)	$	(480,527	)

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

F-22

SICHUAN KANG ZHUANG INSURANCE AGENCY CO., LTD.

STATEMENTS OF CASH FLOWS

	Year Ended June 30
	2010			2009
Cash flows from operating activities:
Net loss	$	(138,816	)	$	(180,958	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		4,078			4,562
Changes in operating assets and liabilities:
Accounts receivable		1,367			537
Other current assets		(2,786	)		(1,226	)
Accounts payable		(883	)		3,366
Tax payable		41,393			(12,134	)
Accrued expenses and other payables		2,037			(223,412	)
Net cash used in operating activities		(93,610	)		(409,265	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(2,121	)		(6,346	)
Net cash used in investing activities		(2,121	)		(6,346	)
Cash flows from financing activities:
Capital contribution		-			350,027
Repayment on borrowings from related parties		(59,266	)		(157,122	)
Proceeds from related parties borrowings		162,543			202,555
Net cash provided by financing activities		103,277			395,460
Effect of exchange rate on cash and equivalents		123			567
Net increase (decrease) in cash and equivalents		7,669			(19,584	)
Cash and equivalents, beginning balance		17,597			37,181
Cash and equivalents, ending balance	$	25,266		$	17,597
Interest paid	$	-		$	-
Income tax paid	$	241		$	2,447

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

F-23

NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES

Nature of Operations

Sichuan Kang Zhuang Insurance Agency Co., Ltd. (“Sichuan Kang Zhuang” or the “Company”) was incorporated in the People’s Republic of China (“the PRC”) on July 10, 2006. Sichuan Kang Zhuang provides insurance agency services in the PRC.

Going Concern

The Company has incurred net operating losses since inception. At June 30, 2010, the Company had an accumulated deficit of $1,267,683, and accumulated shareholders’ deficit of $480,527, and a working capital deficit of $497,754. The Company's recurring losses raise substantial doubt about its ability to continue as a going concern. The Company's financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. The Company expects to incur losses from its business operations and will require additional funding during the year ending June 30, 2011.

Management plans to raise funds through loans and equity. On August 31, 2010, a shareholder of the Company, Chengdu Jingzhan Management Co. Ltd. (“Jingzhan”), and a shareholder of Jingzhan, Lianzhuang Management Co., Ltd. (“Lianzhuang”), forgave the amount that the Company owed them, see Note 11.. Management believes its current and future plans enable it to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts which may differ from those in the accompanying financial statements.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").   The Company’s functional currency is the Chinese Renminbi (“RMB”); however the accompanying financial statements were translated and presented in US dollars (“$” or “USD”).

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the amounts of revenues and expenses during the reporting periods.

Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those results.

Risks and Uncertainties

The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.

F-24

Comprehensive Income

The Company follows the provisions of Financial Accounting Standards Board (“FASB“) Accounting Standards Codification (“ASC”) Topic 220 (“ASC 220”) “Reporting Comprehensive Income”, previously Statement of Financial Accounting Standards (“SFAS”) No. 130, which establishes standards for the reporting and display of comprehensive income, its components and balances in a full set of general purpose financial statements. ASC 220 defines comprehensive income is comprised of net income and all changes to the statements of shareholders' equity, except those due to investments by shareholders, changes in paid-in capital and distributions to shareholders, including adjustments to minimum pension liabilities, accumulated foreign currency translation, and unrealized gains or losses on marketable securities.

Foreign Currency Translation

As of June 30, 2010 and 2009 and for the years then ended, the accounts of Sichuan Kang Zhuang were maintained in RMB. The financial statements were translated into USD in accordance with SFAS No. 52 ("SFAS 52") "Foreign Currency Translation," (codified in FASB ASC Topic 830) with the RMB as the functional currency.  According to the statement, all assets and liabilities were translated at the exchange rate on the balance sheet date, shareholders’ deficit is translated at historical rates and statement of operations items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC 220. Gains and losses resulting from the translations of foreign currency transactions are reflected in the income statement.

Cash and Equivalents

For Statements of Cash Flows purposes, the Company considers all cash on hand and in banks, including certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and equivalents.

The Company maintains cash with various banks located in China.  Cash accounts are not insured or otherwise protected.  Should any bank holding cash deposits become insolvent, or if the Company is otherwise unable to withdraw funds, the Company would lose the cash on deposit with that particular bank. However, the Company has not experienced any losses in such accounts and believes it is not exposed to significant risks on its cash in bank accounts.

Accounts Receivable

The Company reviews its accounts receivable on a regular basis to determine if a bad debt allowance is necessary at each year-end. Management reviews the composition of accounts receivable and analyzes the age of receivable outstanding, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the necessity of making such allowance.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost.  Gain or loss on disposal of property, plant or equipment will be recorded in income at disposal. Expenditures for betterments, renewals and additions are capitalized. Repairs and maintenance expenses are expensed as incurred.

Depreciation for financial reporting purposes is provided using the straight-line method over the property’s useful life of 3-5 years with 10% residual value.

F-25

Impairment of Long-Lived Assets

In accordance with ASC 360, “Property, Plant and Equipment”, previously SFAS No. 144, the Company reviews the carrying values of long-lived assets whenever facts and circumstances indicate the assets may be impaired.  Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future net undiscounted cash flows expected to be generated by it. If an asset is considered impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.  Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs of disposal. No impairment was recognized for the years ended June 30, 2010 and 2009.

Revenue recognition

The Company’s revenue is derived from providing insurance agency services. The Company sells insurance products to customers, and obtains commissions from the respective insurance companies according to the terms of each service agreement between the insurance company and the Company. The Company recognizes revenue when the following have occurred: persuasive evidence of an agreement between the insurance company and insured exists, services were provided, the fee for such services is fixed or determinable and collectability of the fee is reasonably assured. Insurance agency services are considered rendered and completed, and revenue is recognized, when an insurance policy becomes effective, that is, when the signed insurance policy is in place and the premium is collected from the insured. The Company has met all the four criteria of revenue recognition when the premiums are collected by the respective insurance companies and not before because collectability is not ensured until receipt of the premium. Accordingly, the Company does not accrue any commissions or fees prior to the receipt of the related commissions from the respective insurance companies. No allowance for cancellation was recorded, as the management of the Company estimates, based on its past experience that the cancellation of policies rarely occurs. Any subsequent commission adjustments in connection with policy cancellations which have been de minims to date are recognized upon notification from the insurance carriers. Actual commission and fee adjustments in connection with the cancellation of policies were 0.5%, and 0.3% of the total commission and fee revenues for the years ended June 30, 2010 and 2009, respectively.

The Company pays commissions to its sub-agents when an insurance product is sold by the respective sub-agent. The Company recognizes commission revenue on a gross basis. The commissions paid by the Company to its sub-agents are recorded as costs of services.

Income taxes

The Company utilizes ASC 740 “Income Taxes”, previously SFAS No. 109, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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

F-26

The Company was subjected to income tax examinations by taxing authorities for the years ended June 30, 2010 and 2009. During the years ended June 30, 2010 and 2009, the Company recognized $219 and $3,750 penalties for late filing of tax return, and the amounts were paid during the reporting periods. The Company did not accrue any amount for the payment of interest and penalties at June 30, 2010 and 2009.

Fair Value of Financial Instruments

ASC 820 “Fair Value Measurements and Disclosures”, previously FAS 157, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels are defined as follows:

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

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

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

As of June 30, 2010 and 2009, the Company did not identify any assets and liabilities that are required to be presented on the balance sheets at fair value.

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 June 30, 2010 and 2009, substantially all of the Company’s cash and equivalents were held by major financial institutions located in the PRC, which management believes are of high credit quality.  With respect to accounts receivable, the Company generally does not require collateral and does not have an allowance for doubtful accounts.

The Company acts as an insurance agent mainly for three insurance companies, Allianz China Life Insurance Co., Ltd. (“Allianz Insurance”), AVIVA-COFCO Life Insurance Co., Ltd. （“AVIVA”）, and Tianan Insurance Co., Ltd. (“Tianan Insurance”). For the year ended June 30, 2010, 39%, 29% and 26% of the Company’s revenue were derived from sale of insurance policies underwritten by Allianz Insurance, AVIVA and Tianan Insurance, respectively, which was $206,328, $150,595, and $134,227, respectively. For the year ended June 30, 2009, 35%, 58% and 0% of the Company’s revenue were derived from sale of insurance policies underwritten by Allianz Insurance AVIVA, and Tianan Insurance, respectively, which was $165,902, $275,604, and $0, respectively.  At June 30, 2010 and 2009, the Company had $220 and $0 receivables from AVIVA, respectively, and did not have any receivables from the other two insurance companies.

F-27

The Company's operations are carried out in the PRC. 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 by the general state of the PRC's economy. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.

Operating Leases

Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company that do not meet the capitalization criteria of ASC 840 “Leases”, previously SFAS No. 13, are accounted for as operating leases. Rentals under operating leases are expensed on the straight-line basis over the lease term.

Segment Reporting

The Company follows ASC 280 “Segment Reporting”, previously as SFAS No. 131, for its segment reporting.  For the years ended June 30, 2010 and 2009, the Company managed its business as a single operating segment providing insurance brokerage and agency services in the PRC. All revenues are derived from the PRC and all long-lived assets are located in the PRC.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which could result in a loss to the Company but which will be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies arising from legal proceedings pending against the Company or unasserted claims that may rising from such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates it is probable that a material loss was incurred and the amount of the liability can be reasonably estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Statement of Cash Flows

In accordance with ASC 230, “Statement of Cash Flows”, previously SFAS No. 95, cash flows from the Company's operations are calculated based upon the local currencies and an average exchange rate is used. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.

Recent Accounting Pronouncements

In October 2009, the FASB issued ASU 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This ASU eliminated that residual method of allocation for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on its financial statements.

F-28

In October 2009, the FASB issued ASU 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This ASU amends the FASB Accounting Standard Codification for EITF 09-1. At the date of issuance, a share-lending arrangement entered into on an entity’s own shares in contemplation of a convertible debt offering or other financing is required to be measured at fair value and recognized as issuance cost in the financial statements of the entity.  ASU No. 2009-15 is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. This ASU is effective for interim or annual periods beginning on or after June 15, 2009, for share-lending arrangements entered into in those periods.  Arrangements that have been terminated as a result of counterparty default prior to the effective date of this Issue but for which the entity had not reached a final settlement as of the effective date are within the scope of this ASU. The provisions of ASU 2009-15 did not have a material effect on the Company’s financial statements.

In December 2009, the FASB issued ASU 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with VIEs, codifies Statement No. 167, Amendments to FASB Interpretation No. 46(R). Among other provisions, this ASU amends FIN 46(R) to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a VIE. This analysis identifies the primary beneficiary of a VIE as the enterprise that has both (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Additionally, ASU No. 2009-17 requires an enterprise to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed when determining whether it has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance. The provisions of ASU 2009-17 did not have a material effect on the Company’s financial statements.

In January, 2010, the FASB issued ASU 2010-05 Compensation - Stock Compensation (Topic 718): Escrowed Share Arrangements and the Presumption of Compensation. This ASU codifies Emerging Issues Task Force Topic D-110, “Escrowed Share Arrangements and the Presumption of Compensation,” which was issued on June 18, 2009 to clarify SEC staff views on overcoming the presumption that for certain shareholders escrowed share arrangements represent compensation. Topic D-110 concludes that when evaluating whether the presumption of compensation has been overcome, registrants should consider the substance of the arrangement, including whether the arrangement was entered into for purposes unrelated to, and not contingent upon, continued employment.  The SEC staff believes that an escrowed share arrangement in which the shares are automatically forfeited if employment terminates is compensation. ASU 2010-05 was effective upon issuance. The provisions of ASU 2010-5 did not have a material effect on the Company’s financial statements.

In January, 2010, the FASB issued ASU 2010-06 Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, to enhance the usefulness of fair value measurements. The amended guidance requires both the disaggregation of information in certain existing disclosures, as well as the inclusion of more robust disclosures about valuation techniques and inputs to recurring and nonrecurring fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company does not expect the provisions of ASU 2010-6 to have a material effect on its financial statements.

F-29

In April 2010, the FASB issued ASU 2010-17 (Topic 605), to provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. ASU 2010-17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. The Company does not expect the provisions of ASU 2010-11 to have a material effect on its financial statements.

In October 2010, the FASB issued ASU 2010-26, Financial Services—Insurance (Topic 944), to address diversity in practice regarding the interpretation of which costs relating to the acquisition of new or renewal insurance contracts qualify for deferral. ASU 2010-26 specifies that the incremental direct costs of contract acquisition and certain costs related directly to the acquisition activities, such as underwriting, Policy issuance and processing, Medical and inspection, Sales force contract selling, which are  performed by the insurer  in the acquisition of new and renewal contracts should be capitalized.  This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. Management is in the process of evaluating the impact of adopting this standard on the Company’s financial statements. The Company does not expect the provisions of ASU 2010-11 to have a material effect on its financial statements

NOTE 3 – ACCOUNTS RECEIVABLE

As of June 30, 2010 and 2009, the Company had no allowance for doubtful accounts.

NOTE 4 – OTHER CURRENT ASSETS

The Company’s other current assets consisted of the following, as of June 30:

	2010		2009
Deposit paid for rent	$	9,353	$	10,304
Prepaid rent		17,268		15,429
Advance to employees		6,746		6,805
Other		3,732		1,582
Total	$	37,099	$	34,120

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following as of June 30:

	2010			2009
Computers	$	27,689		$	25,424
Less: Accumulated Depreciation		(10,462	)		(63,333	)
Total property, plant and equipment, net	$	17,227		$	19,091

NOTE 6 – ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables are summarized as follows, as of June 30:

	2010		2009
Welfare & salary payable	$	29,942	$	29,533
Others		12,081		10,234
Total accrued expenses and other payables	$	42,023	$	39,767

F-30

NOTE 7 - TAXES PAYABLE

Taxes payable consisted of the following as of June 30:

	2010		2009
Income tax	$	39,172	$	-
Other		4,940		2,535
Total	$	44,112	$	2,535

NOTE 8 - RELATED PARTIES TRANSACTIONS

Due to related parties

As of June 30, 2010 and 2009, the Company’s balances of due to related parties were $475,311 and $369,643, respectively.

Ms. Li Dan, Jingzhan, and Allianz Insurance were the shareholders of Company as of June 30, 2010 and 2009, and they held 16.67%, 25% and 24.9% of the Company’s shares, respectively. Lianzhuang is a principal shareholder of Jianzhan. The Company made borrowings from Ms. Li Dan, Jingzhan and Lianzhuang for working capital. The borrowings were interest-free, unsecured and repayable on demand.

As of June 30, 2010, the amounts due to Ms. Li Dan, Jingzhan and Lianzhuang were $0, $148,929 and $322,901, respectively. As of June 30, 2009, the amounts due to these three shareholders were $37,985, $118,922, and $210,233, respectively. During the year ended June 30, 2010, the Company borrowed $8,776, $29,254 and $119,869 from Ms. Li Dan, Jingzhan and Lianzhuang, respectively, and paid $46,806, $0 and $8,776 back to these three shareholders, respectively. During the year ended June 30, 2009, the Company borrowed $20,443, $0 and $179,610 from Ms. Li Dan, Jingzhan and Lianzhuang, respectively, and paid $11,682, $132,298 and $13,142 back to these three shareholders, respectively.

During the years ended June 30, 2010 an 2009, the Company derived $206,328 and $165,902 revenue, respectively, from selling insurance policies underwritten by Allianz Insurance.

As of June 30, 2010 and 2009, the Company owed its management $3,481 and $2,503, respectively, for certain expenses paid by the management on its behalf.  During the years ended June 30, 2010 and 2009, the management paid $4,644 and $2,502 on the Company’s behalf, respectively. During the years ended June 30, 2010 and 2009, the Company returned $3,684 and $0 to the management, respectively.

NOTE 9– INCOME TAX

The Company is governed by the Income Tax Law of the PRC concerning the private-run enterprises, which are generally subject to tax at a statutory rate of 25% (starting from 2008) or 33% (before 2007) on income reported in the statutory financial statements after appropriated tax adjustments.

Per the Income Tax Law of the PRC, the loss brought forward from the prior periods can be deducted against income before tax first. However, according to related tax regulations by Chinese tax authorities effective January 1, 2008, commission expense paid to sub-agent in excess of 5% of commission revenue of the Company is not tax deductible. In other words, the Company is still subject to corporate income tax although it has been making losses. Therefore, the Company incurred income tax for the years ended June 30, 2010 and 2009, of $39,252 and $2,447, respectively.

F-31

The following table reconciles the PRC statutory rates to the Company’s effective tax rate for the years ended June 30, 2010 and 2009:

	2010			2009
Local tax rate		25	%		25	%
Benefit of NOL c/f		-			11	%
Tax undeductible cost		(64	)%		(37	)%
Tax per financial statements		(39	)%		(1	)%

NOTE 10 – COMMITMENT

Operating Lease Commitment

The Company has operating leases for its offices in Sichuan province. For the years ended June 30, 2010 and 2009, the Company incurred rent of $29,631 and $29,527, respectively. At June 30, 2010, total future minimum lease payments under operating leases were as follows.

	Amount
12 months ending June 30, 2011	$	74,951
12 months ending June 30, 2012		16,858
12 months ending June 30, 2013		734
Total	$	92,543

NOTE 11 – SUBSEQUENT EVENT

Transfer of shareholding

Henan Anhou Insurance Agency Co., Ltd. (“Henan Anhou”) founded on August 20, 2003 in Henan province in the PRC, provides insurance agency services in the PRC.  On August 23, 2010, at the Company’s general meeting of shareholders, its shareholders voted for transferring their shareholding in the Company to Henan Anhou for RMB 532,622 ($78,318). On September 6, 2010, the equity transfer agreements were signed between the each shareholder of the Company and Henan Anhou.

Debt cancellation

As of August 31, 2010, the Company owed a shareholder, Jingzhan, and a corporate shareholder of Jianzhan, Lianzhuang, RMB 1,014,000 ($148,680) and RMB 2,175,443 ($318,980), respectively. On August 31, 2010, Jingzhan and Lianzhuang signed a debt cancellation agreement with the Company, upon which Jingzhan and Lianzhuang gave up their rights to claim for repayment of their lending to the Company. Therefore, the Company no longer owes anything to these two companies from then on. As Jingzhan was the principal shareholder of the Company, and Lianzhuang was the principal shareholder of Jingzhan, accordingly, the debt forgiveness will be credited to additional paid in capital, and there would be no income statement affect of this transaction.

F-32

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Jiangsu Law Insurance Broker Co., Ltd.

We have audited the accompanying balance sheets of Jiangsu Law Insurance Broker Co., Ltd. as of June 30, 2010 and 2009, and the related statements of operations and comprehensive income/(loss), shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Jiangsu Law Insurance Broker Co., Ltd. as of June 30, 2010 and 2009, and the results of its operations and its cash flows for the years ended June 30, 2010 and 2009, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses since inception through June 30, 2009 and has an accumulated deficit of $475,271, as of June 30, 2010. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are described in Note 1. These accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Goldman Kurland and Mohidin, LLP

Encino, California

May 11, 2011

F-33

JIANGSU LAW INSURANCE BROKER CO., LTD.

BALANCE SHEETS

	Years Ended June 30
	2010			2009
ASSETS
Current assets
Cash and equivalents	$	168,203		$	406,180
Accounts receivable, net		24,234			-
Other receivables		-			626,310
Total current assets		192,437			1,032,490
Property, plant and equipment, net		90,895			121,680
TOTAL ASSETS	$	283,332		$	1,154,170
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accrued expenses and other payables	$	13,567		$	30,955
Taxes payable		3,505			491
Due to related parties		2,034			899,511
TOTAL CURRENT LIABILITIES		19,106			930,957
SHAREHOLDERS’ EQUITY
Paid-in capital		625,113			625,113
Accumulated other comprehensive income		114,384			113,036
Accumulated deficit		(475,271	)		(514,936	)
TOTAL SHAREHOLDERS’ EQUITY		264,226			223,213
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	283,332		$	1,154,170

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

F-34

JIANGSU LAW INSURANCE  BROKER CO., LTD.

STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME/(LOSS)

	Year Ended June 30
	2010		2009
Revenues	$	287,411	$	65,811
Cost of service		101,648		100,481
Gross profit		185,763		(34,670	)
Operating expenses:
General and administrative		139,610		198,960
Total operating expenses		139,610		198,960
Income/(loss) from operations		46,153		(233,630	)
Other income (expenses)
Interest income		697		4,513
Income/(loss) before income taxes		46,850		(229,117	)
Income tax expense		7,185		1,526
Net income/(loss)		39,665		(230,643	)
Other comprehensive income		1,348		1,671
Comprehensive income/(loss)	$	41,013	$	(228,972	)

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

F-35

JIANGSU LAW INSURANCE  BROKER CO., LTD.

STATEMENTS OF SHAREHOLDERS' EQUITY

YEARS ENDED June 30, 2010 AND 2009

	Paid -in Capital		Accumulated other comprehensive income		Accumulated Deficit			Total
Balance July 1, 2008	$	625,113	$	111,365	$	(284,293	)	$	452,185
Foreign currency translation		-		1,671		-			1,671
Net loss		-		-		(230,643	)		(230,643	)
Balance June 30, 2009		625,113		113,036		(514,936	)		223,213
Foreign currency translation		-		1,348		-			1,348
Net income		-		-		39,665			39,665
Balance June 30, 2010	$	625,113	$	114,384	$	(475,271	)	$	264,226

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

F-36

JIANGSU LAW INSURANCE  BROKER CO., LTD.

STATEMENTS OF CASH FLOWS

	Year Ended June 30
	2010			2009
Cash flows from operating activities:
Net income/(loss)	$	39,665		$	(230,643	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		53,055			49,527
Changes in operating assets and liabilities:
Accounts receivable		(24,135	)		-
Other receivables		627,055			(11,083	)
Tax payable		2,999			19
Accrued expenses and other payables		(17,481	)		351
Net cash provided by (used in) operating activities		681,158			(191,829	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(21,752	)		(1,752	)
Net cash used in investing activities		(21,752	)		(1,752	)
Cash flows from financing activities:
Repayment on borrowings from related parties		(969,378	)		(213,059	)
Proceeds from related parties		70,822			455,688
Net cash provided by (used in) financing activities		(898,556	)		242,629
Effect of exchange rate on cash and equivalents		1,173			1,428
Net (decrease) increase in cash and equivalents		(237,977	)		50,476
Cash and equivalents, beginning balance		406,180			355,704
Cash and equivalents, ending balance	$	168,203		$	406,180
Interest paid	$	-		$	-
Income tax paid	$	5,441		$	1,661

The accompanying notes are an integral part of these financial statements

F-37

NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES

Nature of Operations

Jiangsu Law Insurance Broker Co., Ltd. (“Jiangsu Law” or the “Company”) was incorporated in the People’s Republic of China (“the PRC”) on May 18, 2005. Jiangsu Law can provide both insurance brokerage and agency services; however, it currently provides insurance agency services only.

Going Concern

The Company has incurred net operating losses since inception through June 30, 2009; it made a profit for the year ended June 30, 2010. At June 30, 2010, the Company had an accumulated deficit of $475,271. In addition, according to the requirements by the PRC regulations for insurance agency companies, the Company is required to increase its paid-in capital from RMB 5,180,000 ($625,113) to RMB 10,000,000 ($1,355,150) by October 2011. The Company's recurring losses raise substantial doubt about its ability to continue as a going concern. The Company's financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. The Company expects to make losses or a small profit from its business operations and will require additional funding during the year ending June 30, 2011.

Management plans to raise funds through loans and equity. On January 18, 2011, the Company’s paid-in capital was increased to RMB 10,000,000 ($1,355,150), see note 13. Management believes its current and future plans enable it to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts which may differ from those in the accompanying financial statements.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").   The Company’s functional currency is the Chinese Renminbi (“RMB”); however the accompanying consolidated financial statements were translated and presented in US dollars (“$” or “USD”).

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the amounts of revenues and expenses during the reporting periods.

Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those results.

Risks and Uncertainties

The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.

F-38

Comprehensive Income

The Company follows the provisions of Financial Accounting Standards Board (“FASB“) Accounting Standards Codification (“ASC”) Topic 220 (“ASC 220”) “Reporting Comprehensive Income”, previously Statement of Financial Accounting Standards (“SFAS”) No. 130, which establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements. ASC 220 defines comprehensive income as net income and all changes to the statements of shareholders' equity, except those due to investments by shareholders, changes in paid-in capital and distributions to shareholders, including adjustments to minimum pension liabilities, accumulated foreign currency translation, and unrealized gains or losses on marketable securities.

Foreign Currency Transactions

As of June 30, 2010 and 2009, the accounts of Jiangsu Law were maintained in RMB. The financial statements were translated into USD in accordance with SFAS No. 52 ("SFAS 52") "Foreign Currency Translation," (codified in FASB ASC Topic 830) with the RMB as the functional currency.  According to the statement, all assets and liabilities were translated at the exchange rate on the balance sheet date; shareholders’ deficit is translated at historical rates; and statement of operations items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC 220. Gains and losses resulting from the translations of foreign currency transactions are reflected in the income statement.

Translation adjustments income is included in accumulated other comprehensive income in the statement of shareholders’ equity and were $114,384 and $113,036, as of June 30, 2010 and 2009, respectively.

Cash and Equivalents

For Statements of Cash Flows purposes, the Company considers all cash on hand and in banks, including certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and equivalents.

The Company maintains cash with various banks located in China.  Cash accounts are not insured or otherwise protected.  Should any bank holding cash deposits become insolvent, or if the Company is otherwise unable to withdraw funds, the Company would lose the cash on deposit with that particular bank; however, the Company has not experienced any losses in such accounts and believes it is not exposed to significant risks on its cash in bank accounts.

Accounts Receivable

The Company reviews its accounts receivable on a regular basis to determine if a bad debt allowance is necessary at each year-end. Management reviews the composition of accounts receivable and analyzes the age of receivable outstanding, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the necessity of making such allowance.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost.  Gain or loss on disposal of property, plant or equipment will be recorded in income at disposal. Expenditures for betterments, renewals and additions are capitalized. Repairs and maintenance expenses are expensed as incurred.

Depreciation for financial reporting purposes is provided using the straight-line method over the property’s useful life of 4-5 years with 5% of residual value.

F-39

Impairment of Long-Lived Assets

In accordance with ASC 360, “Property, Plant and Equipment”, previously SFAS No. 144, the Company reviews the carrying values of long-lived assets whenever facts and circumstances indicate the assets may be impaired.  Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future net undiscounted cash flows expected to be generated by it. If an asset is considered impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.  Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs of disposal. No impairment was recognized for the years ended June 30, 2010 and 2009.

Revenue Recognition

The Company’s revenue is derived from providing insurance agency services. The Company sells insurance products to customers, and obtains commissions from the respective insurance companies according to the terms of each service agreement between the insurance company and the Company. The Company recognizes revenue when the following have occurred: persuasive evidence of an agreement between the insurance company and insured exists, services were provided, the fee for such services is fixed or determinable and collectability of the fee is reasonably assured. Insurance agency services are considered rendered and completed and revenue is recognized, when an insurance policy becomes effective, that is, when the signed insurance policy is in place and the premium is collected from the insured. The Company has met all the four criteria of revenue recognition when the premiums are collected by the respective insurance companies and not before because collectability is not ensured until receipt of the premium. Accordingly, the Company does not accrue any commissions or fees prior to the receipt of the related commissions from the respective insurance companies. No allowance for cancellation was recorded, as the management of the Company estimates, based on its past experience that the cancellation of policies rarely occurs. Any subsequent commission adjustments in connection with policy cancellations which have been de minims to date are recognized upon notification from the insurance carriers. The Company did not have any commission and fee adjustments in connection with the cancellation of policies for the years ended June 30, 2010 and 2009.

The Company pays commissions to its sub-agents when an insurance product is sold by the respective sub-agent. The Company recognizes commission revenue on a gross basis. The commissions paid by the Company to its sub-agents are recorded as costs of services.

Income Taxes

The Company utilizes ASC 740 “Income Taxes”, previously SFAS No. 109, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

When tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of operations and other comprehensive income (loss). As of June 30, 2010 and 2009, the Company did not have any uncertain tax positions.

F-40

The Company has not been subjected to income tax examinations by taxing authorities for the years ended June 30, 2010 and 2009. During the years ended June 30, 2010 and 2009, the Company did not recognize any amount in interest and penalties. The Company did not accrue any amount for the payment of interest and penalties at June 30, 2010 and 2009.

Fair Values of Financial Instruments

ASC 820 “Fair Value Measurements and Disclosures”, previously FAS 157, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels are defined as follows:

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

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

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

As of June 30, 2010 and 2009, the Company did not identify any assets and liabilities that are required to be presented on the balance sheets at fair value.

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 June 30, 2010 and 2009, substantially all of the Company’s cash and equivalents were held by major financial institutions located in the PRC, which management believes are of high credit quality.  With respect to accounts receivable, the Company generally does not require collateral and does not have an allowance for doubtful accounts.

The Company's operations are carried out in the PRC. 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 by the general state of the PRC's economy. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.

Operating Leases

Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company that do not meet the capitalization criteria of ASC 840 “Leases”, previously SFAS No. 13, are accounted for as operating leases. Rentals under operating leases are expensed on the straight-line basis over the lease term.

Segment Reporting

The Company follows ASC 280 “Segment Reporting”, previously as SFAS No. 131, for its segment reporting.  For the years ended June 30, 2010 and 2009, the Company managed its business as a single operating segment providing insurance brokerage and agency services in the PRC. All revenues are derived from the PRC and all long-lived assets are located in the PRC.

F-41

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which could result in a loss to the Company but which will be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies arising from legal proceedings pending against the Company or unasserted claims that may rising from such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates it is probable that a material loss was incurred and the amount of the liability can be reasonably estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Statement of Cash Flows

In accordance with ASC 230, “Statement of Cash Flows”, previously SFAS No. 95, cash flows from the Company's operations are calculated based upon the local currencies and an average exchange rate is used. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.

Recent Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140” (“SFAS 166”), codified in FASB ASC Topic 860, which requires entities to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets. SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional disclosures. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The adoption of the statement is not expected to have an impact on the Company’s financial statements.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”), codified in FASB ASC Topic 810, which modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. SFAS 167 clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. SFAS 167 requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity, it also requires additional disclosures about a company’s involvement in variable interest entities and any significant changes in risk exposure due to that involvement. SFAS 167 is effective for fiscal years beginning after November 15, 2009. The adoption of the statement is not expected to have an impact on the Company’s financial statements.

In October 2009, the FASB issued ASU 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This ASU eliminated that residual method of allocation for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on its financial statements.

F-42

In October 2009, the FASB issued ASU 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This ASU amends the FASB Accounting Standard Codification for EITF 09-1. At the date of issuance, a share-lending arrangement entered into on an entity’s own shares in contemplation of a convertible debt offering or other financing is required to be measured at fair value and recognized as issuance cost in the financial statements of the entity.  ASU No. 2009-15 is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. This ASU is effective for interim or annual periods beginning on or after June 15, 2009, for share-lending arrangements entered into in those periods.  Arrangements that have been terminated as a result of counterparty default prior to the effective date of this Issue but for which the entity had not reached a final settlement as of the effective date are within the scope of this ASU. The provisions of ASU 2009-15 did not have a material effect on the Company’s financial statements.

In December 2009, the FASB issued ASU 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with VIEs, codifies Statement No. 167, Amendments to FASB Interpretation No. 46(R). Among other provisions, this ASU amends FIN 46(R) to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a VIE. This analysis identifies the primary beneficiary of a VIE as the enterprise that has both (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Additionally, ASU No. 2009-17 requires an enterprise to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed when determining whether it has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance. The provisions of ASU 2009-17 did not have a material effect on the Company’s financial statements.

In January, 2010, the FASB issued ASU 2010-05 Compensation - Stock Compensation (Topic 718): Escrowed Share Arrangements and the Presumption of Compensation. This ASU codifies Emerging Issues Task Force Topic D-110, “Escrowed Share Arrangements and the Presumption of Compensation,” which was issued on June 18, 2009 to clarify SEC staff views on overcoming the presumption that for certain shareholders escrowed share arrangements represent compensation. Topic D-110 concludes that when evaluating whether the presumption of compensation has been overcome, registrants should consider the substance of the arrangement, including whether the arrangement was entered into for purposes unrelated to, and not contingent upon, continued employment.  The SEC staff believes that an escrowed share arrangement in which the shares are automatically forfeited if employment terminates is compensation. ASU 2010-05 was effective upon issuance. The provisions of ASU 2010-5 did not have a material effect on the Company’s financial statements.

In January, 2010, the FASB issued ASU 2010-06 Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, to enhance the usefulness of fair value measurements. The amended guidance requires both the disaggregation of information in certain existing disclosures, as well as the inclusion of more robust disclosures about valuation techniques and inputs to recurring and nonrecurring fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company does not expect the provisions of ASU 2010-6 to have a material effect on its financial statements.

In April 2010, the FASB issued ASU 2010-17 (Topic 605), to provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. ASU 2010-17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. The Company does not expect the provisions of ASU 2010-11 to have a material effect on its financial statements.

F-43

In October 2010, the FASB issued ASU 2010-26, Financial Services—Insurance (Topic 944), to address diversity in practice regarding the interpretation of which costs relating to the acquisition of new or renewal insurance contracts qualify for deferral. ASU 2010-26 specifies that the incremental direct costs of contract acquisition and certain costs related directly to the acquisition activities, such as underwriting, Policy issuance and processing, Medical and inspection, Sales force contract selling, which are  performed by the insurer  in the acquisition of new and renewal contracts should be capitalized.  This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. Management is in the process of evaluating the impact of adopting this standard on the Company’s financial statements. The Company does not expect the provisions of ASU 2010-11 to have a material effect on its financial statements

NOTE 3 – ACCOUNTS RECEIVABLE

As of June 30, 2010 and 2009, the Company had no allowance for doubtful accounts.

NOTE 4 – OTHER RECEIVABLES

The Company’s other receivables consisted of the following, as of June 30:

	2010		2009
Amount due from employees	$	-	$	31,586
Payment to third parties on behalf of a related party, Xiangriya Industrial (Nantong) Co., Ltd.		-		554,697
Other		-		40,027
Total	$	-	$	626,310

Xiangriya Industrial （Nantong）Co., Ltd. (“Xiangriya”) is a related party to the Company (see note 9), the Company made the payment to the third parties on behalf of Xiangriya, and the amount was paid back in the following year.

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following as of June 30:

	2010			2009
Electronic equipment	$	167,596		$	166,711
Machinery		16,435			16,348
Transportation equipment		99,555			77,302
Total		283,586			260,361
Less: Accumulated Depreciation		(192,691	)		(138,681	)
Total property, plant and equipment, net	$	90,895		$	121,680

NOTE 6 – ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables are summarized as follows, as of June 30:

	2010		2009
Salary payable	$	10,685	$	-
Due to third party		2,882		30,955
Total accrued expenses and other payables	$	13,567	$	30,955

F-44

NOTE 7 - TAXES PAYABLE

As of June 30, 2010 and 2009, the balances of taxes payable were $3,505 and $491, respectively.

NOTE 8 - RELATED PARTIES TRANSACTIONS

Due to related parties

As of June 30, 2010 and 2009, the Company’s balances of due to related parties were $2,034 and $899,511, respectively.

Mr. Zhu Xudong (“Zhu”) is one of the shareholders of the Company who held 50.97% of the Company’s shareholding. During the years ended June 30, 2010 and 2009, the Company borrowed $0 and $454,135 from Zhu, respectively, and it paid $879,083 and $198,773 back to Zhu, respectively. The borrowings were made for working capital, and they were interest-free, unsecured and repayable on demand. As of June 30, 2010 and 2009, the Company owed Zhu $2,034 and $880,062, respectively.

Xiangriya is a related party of the Company, as one of Xiangriya's shareholders is also a shareholder of the Company.  During the years ended June 30, 2010 and 2009, the Company borrowed $70,822 and $1,553 from Xiangriya, respectively, and it paid $90,295 and $14,286 back to Xiangriya, respectively. The borrowings were made for working capital, and they were interest-free, unsecured and repayable on demand. As of June 30, 2010 and 2009, the Company owed Xiangriya $0 and $19,449, respectively.

NOTE 9– INCOME TAX

The Company is governed by the Income Tax Law of the PRC concerning the private-run enterprises, which are generally subject to tax at a statutory rate of 25% (starting from 2008) or 33% (before 2007) on income reported in the statutory financial statements after appropriated tax adjustments.

According to the requirement by the local tax authorities in Jiangsu province, the calculation of income tax expense is based on 10% of the Company's revenue, which means that the Company is subject to corporate income tax as long as it generates revenues, no matter whether the Company is making losses or not.  The tax is calculated at 25% of 10% of revenue.  Therefore, the Company incurred income tax, for the years ended June 30, 2010 and 2009, of $7,185 and $1,526, respectively.

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NOTE 10 – CONCENTRATION DISCLOSURE

The Company acts as an insurance agent for insurance companies. The insurance companies from which 10% or more of the Company’s revenue that was derived from the sales of the insurance policies underwritten by these insurance companies are listed below:

	Year ended June 30,
	2010					2009
Insurance company	Sales		% of total sales			Sales		% of total sales
AEGON-CNOOC Life Insurance Co., Ltd.	$	-		-		$	44,682		67.9	%
AVIVA-COFCO Life Insurance Co., Ltd.		-		-			14,328		21.8	%
Allianz China Life Insurance Co., Ltd.		-		-			6,585		10.0	%
AXA-Minmetals Assurance Co., Ltd		55,262		19.2	%		-		-
Huatai Insurance Co., Ltd.		42,617		14.8	%		-		-
PICC Property and Casualty Company Limited		34,897		12.1	%		-		-
Cathay Pacific Property Insurance		31,894		11.5	%		-		-
Total	$	164,669		57.6	%	$	65,595		99.7	%

NOTE 11 – COMMITMENTS

Increase in paid-in capital

According to the requirements by the PRC regulations for insurance agency companies, the Company had to increase its paid-in capital from RMB 5,180,000 ($625,113) to RMB 10,000,000 ($1,355,150) by October 2011.

NOTE 12 – SUBSEQUENT EVENT

Transfer of shareholding

Henan Anhou Insurance Agency Co., Ltd. (“Henan Anhou”) founded on August 20, 2003 in Henan province in the PRC, provides insurance agency services in the PRC.  On August 12, 2010, at the Company’s general meeting of shareholders, its shareholders voted for transferring their shareholding in the Company to Henan Anhou for RMB 518,000 ($75,475). On September 28, 2010, the equity transfer agreements were signed between the each shareholder of the Company and Henan Anhou.

Increase in paid-in capital

According to the requirements by the PRC regulations for insurance agency companies, Jiangsu Law had to increase its paid-in capital from RMB 5,180,000 ($625,113) to RMB 10,000,000 ($1,355,150) by October 2011. After Henan Anhou acquired Jiangsu Law, Henan Anhou is committed to increase the paid-in capital of Jiangsu Law to the required amount. On January 18, 2011, Henan Anhou increased the paid-in capital to RMB 10,000,000 ($1,355,150).

F-46

HENAN LAW ANHOU INSURANCE AGENCY CO., LTD AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31, 2010
	(UNAUDITED)			June 30, 2010
ASSETS
Current assets
Cash and equivalents	$	1,282,964		$	17,071
Accounts receivable, net		98,762			14,388
Other current assets		49,831			29,694
Total current assets		1,431,557			61,153
Property, plant and equipment, net		103,102			16,055
Restricted cash		60,496			58,749
Goodwill		113,694			-
TOTAL ASSETS	$	1,708,849		$	135,957
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	212		$	-
Other payables		815,678			494,920
Taxes payable		463,240			254,497
Other current liabilities		39,695			546
Due to related parties		522,292			689,606
TOTAL CURRENT LIABILITIES		1,841,117			1,439,569
SHAREHOLDERS’ DEFICIT
Paid-in capital		1,428,186			252,746
Accumulated other comprehensive loss		(71,491	)		(70,841	)
Accumulated deficit		(1,488,963	)		(1,485,517	)
TOTAL SHAREHOLDERS’ DEFICIT		(132,268	)		(1,303,612	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	1,708,849		$	135,957

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

F-47

HENAN LAW ANHOU INSURANCE AGENCY CO., LTD AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

(UNAUDITED)

	Six months ended December 31
	2010			2009
Revenues	$	1,207,433		$	648,302
Cost of service		842,637			524,801
Gross profit		364,796			123,501
Operating expenses:
General and administrative		488,279			139,046
Loss from operations		(123,483	)		(15,545	)
Other income (expenses)
Interest income		1,611			40
Gain on acquisition of subsidiary		259,401			-
Others-net		(551	)		(108	)
		260,461			(68	)
Income/(loss) before income taxes		136,978			(15,613	)
Income tax expense		140,424			103,466
Net loss		(3,446	)		(119,079	)
Other comprehensive loss		(650	)		(1,233	)
Comprehensive loss	$	(4,096	)	$	(120,312	)

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

F-48

HENAN LAW ANHOU INSURANCE AGENCY CO., LTD AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six months ended December 31
	2010			2009
Cash flows from operating activities:
Net loss	$	(3,446	)	$	(119,079	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		9,404			5,839
Gain on bargain purchases of subsidiary		(259,401	)		-
Changes in operating assets and liabilities:
Accounts receivable		(68,698	)		(84	)
Other current assets		20,779			1,515
Taxes payable		146,376			94,651
Other payables		146,957			(20	)
Other current liabilities		3,278			(2,973	)
Total Adjustments		(1,305	)		98,928
Net cash used in operating activities		(4,751	)		(20,151	)
Cash flows from investing activities:
Cash paid on acquisition of subsidiaries		(19,721	)		-
Cash increase due to acquisition		283,964			-
Purchase of property, plant and equipment		(3,366	)		(3,517	)
Net cash provided by/(used in) investing activities		260,877			(3,517	)
Cash flows from financing activities:
Contributed capital		1,175,440			-
Repayment on borrowings from related parties		(555,619	)		-
Proceeds from related parties		354,026			-
Net cash provided by financing activities		973,847			-
Foreign currency translation		35,920			25
Net increase/(decrease) in cash and equivalents		1,265,893			(23,643	)
Cash and equivalents, beginning balance		17,071			33,751
Cash and equivalents, ending balance	$	1,282,964		$	10,108
Interest paid	$	-		$	-
Income tax paid	$	-		$	-

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

F-49

NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES

Organization and nature of operations

Henan Law Anhou Insurance Agency Co., Ltd. (“Henan Anhou” or the “Company”, formerly known as Zhengzhou Anhou Insurance Agency Co., Ltd.) was incorporated in the People’s Republic of China (“the PRC”) on August 20, 2003. Henan Anhou provides insurance agency services in the PRC.

Sichuan Kang Zhuang Insurance Agency Co., Ltd. (“Sichuan Kang Zhuang”) was founded on July 10, 2006 in the Sichuan province in the PRC and provides insurance agency services in the PRC.  On August 23, 2010, at Sichuan Kang Zhuang’s general meeting of shareholders, its shareholders voted to sell their shares in Sichuan Kang Zhuang to Henan Anhou for RMB532,622 ($78,318). On September 6, 2010, the equity transfer agreements were signed between Henan Anhou and each shareholder of Sichuan Kang Zhuang.

Jiangsu Law Insurance Broker Co., Ltd. (“Jiangsu Law”) was founded on May 18, 2005 in Jiangsu Province in the PRC. Jiangsu Law can provide both insurance brokerage and agency services; however, it currently provides insurance agency services only. On August 12, 2010, at Jiangsu Law’s general meeting of shareholders, its shareholders voted to sell  their shares  to Henan Anhou for RMB518,000 ($75,475) and Henan Anhou increased Jiangsu Law’s paid-in capital to RMB10,000,000 ($1,355,150) from RMB5,180,000 ($625,113) on January 18, 2011 to meet the PRC paid-in capital requirements for insurance agency companies. On September 28, 2010, the equity transfer agreements were signed between Henan Anhou and each shareholder of Jiangsu Law.

Going Concern

The accompanying consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net operating losses since inception. The Company faces the risks common to companies that are relatively new, including capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. According to the requirements by the PRC regulations for insurance agency companies, Jiangsu Law is required to increase its paid-in capital from RMB 5,180,000 ($625,113) to RMB 10,000,000 ($1,355,150) by October 2011. At December 31, 2010, the Company had an accumulated deficit of $1,488,963. The Company’s recurring losses raise substantial doubt about its ability to continue as a going concern. The Company’s consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. The Company plans to acquire more insurance agency companies in the PRC within the next 12 months, which will require more funding. The Company expects to incur losses from its operation business and will require additional funding in the next 12 months.

Management plans to obtain funding through loans and equity. On January 18, 2011, Henan Anhou increased the paid-in capital to RMB 10,000,000 ($1,355,150), see note 16. On March 31, 2011, the legal representative of Henan Anhou forgave the amount that Henan Anhou owed him, see note 16. Management believes its current and future plans enable it to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the balance sheets of Henan Anhou and its wholly owned subsidiaries: Sichuan Kang Zhuang and Jiangsu Law, as of December 31, 2010. As Henan Anhou acquired 100% of Sichuan Kang Zhuang on September 6, 2010, for accounting convenience, its operating results from September 1, 2010 through December 31, 2010 and the balance sheet of Sichuan Kang Zhuang as of December 31, 2010 were included in the consolidated financial statements. As Henan Anhou acquired 100% of Jiangsu Law on September 30, 2010, the operating results of Jiangsu Law from October 1, 2010 through December 31, 2010 and the balance sheet as of December 31, 2010 were included in the consolidated financial statements. The operating results for the six months ended December 31, 2009 and the balance sheet as of June 30, 2010 only contain Henan Anhou, as the above two subsidiaries were not acquired yet until September 2010. All significant inter-company accounts and transactions are eliminated in consolidation.

Reclassification

Certain prior period account descriptions were reclassified to conform to the consolidated balance sheet as of December 31, 2010.

Basis of Presentation

The Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").   The Company’s functional currency is the Chinese Renminbi (“RMB”); however the accompanying consolidated financial statements were translated and presented in US dollars (“$” or “USD”).

Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the amounts of revenues and expenses during the reporting periods.

Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those results.

Risks and Uncertainties

The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, and foreign currency exchange rates.

Comprehensive Income

The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 220 (“ASC 220”) “Reporting Comprehensive Income”, previously Statement of Financial Accounting Standards (“SFAS”) No. 130, establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements. ASC 220 defines comprehensive income is comprised of net income and all changes to the statements of shareholders' equity, except those due to investments by shareholders, changes in paid-in capital and distributions to shareholders, including adjustments to minimum pension liabilities, accumulated foreign currency translation, and unrealized gains or losses on marketable securities.

F-51

Foreign Currency Transactions

The accounts of the Company were maintained in RMB. The consolidated financial statements were translated into USD in accordance with SFAS No. 52 ("SFAS 52") "Foreign Currency Translation," (codified in FASB ASC Topic 830).  According to the statement, all assets and liabilities were translated at the exchange rate on the balance sheet dates; shareholders’ equity/(deficit) is translated at historical rates and statement of operations items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC 220. Gains and losses resulting from the translations of foreign currency transactions are reflected in the income statement.

Translation adjustment losses included in accumulated other comprehensive loss in the balance sheets were $71,491 (unaudited) and $70,841 as of December 31 and June 30, 2010, respectively.

Cash and Equivalents

For Statements of Cash Flows purposes, the Company considers cash on hand and in banks, including certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and equivalents.

The Company maintains cash with various banks in China.  Cash accounts are not insured or otherwise protected.  Should any bank holding cash become insolvent, or if the Company is otherwise unable to withdraw funds, the Company would lose the cash deposit with that bank. However, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

Accounts Receivable

The Company reviews its accounts receivable on a regular basis to determine if a bad debt allowance is necessary at each period-end. Management reviews the composition of accounts receivable and analyzes the age of receivable outstanding, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the necessity of making such allowance.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost.  Gain or loss on disposal of property, plant or equipment will be recorded in income at disposal. Expenditures for betterments, renewals and additions are capitalized. Repairs and maintenance expenses are expensed as incurred.

Depreciation for financial reporting purposes is provided using the straight-line method over a useful life of 5 years.

Impairment of Long-Lived Assets

In accordance with ASC 360, “Property, Plant and Equipment”, previously SFAS No. 144, the Company reviews the carrying values of long-lived assets whenever facts and circumstances indicate an asset may be impaired.  Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future net undiscounted cash flows expected to be generated by it. If an asset is considered impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.  Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs of disposal. No impairment was recognized for the six months ended December 31, 2010 or 2009.

F-52

Goodwill

Goodwill arose from the acquisition of Sichuan Kang Zhuang and Jiangsu Law (Note 7). Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate it might be impaired, using the prescribed two-step process under US GAAP. The first step screens for potential impairment of goodwill to determine if the fair value of the reporting unit is less than its carrying value, while the second step measures the amount of goodwill impairment, if any, by comparing the implied fair value of goodwill to its carrying value.

The Company completed its goodwill impairment test at December 31, 2010 and determined that no adjustment to the carrying value of goodwill was required.

Revenue Recognition

The Company’s revenue is derived from insurance agency services. The Company sells insurance products to customers, and obtains commissions from the respective insurance companies according to the terms of each service agreement with the insurance company. The Company recognizes revenue when the following have occurred: persuasive evidence of an agreement between the insurance company and insured exists, services were provided, the fee for such services is fixed or determinable and collectability of the fee is reasonably assured. Insurance agency services are considered complete, and revenue is recognized, when an insurance policy becomes effective, that is, when the signed insurance policy is in place and the premium is collected from the insured. The Company has met all the four criteria of revenue recognition when the premiums are collected by the respective insurance companies and not before because collectability is not ensured until receipt of the premium. Accordingly, the Company does not accrue any commissions and fees prior to the receipt of the related commissions from the respective insurance companies. No allowance for cancellation was recorded, as the management of the Company estimates, based on its past experience, the cancellation of policies rarely occurs. Any subsequent commission adjustments in connection with policy cancellations have been de minims to date are recognized upon notification from the insurance carriers. Actual commission and fee adjustments in connection with the cancellation of policies were 0%, and 0.2% of the total commission and fee revenues for the six months ended December 31, 2010 and 2009, respectively.

The Company pays commissions to its sub-agents when an insurance product is sold by the sub-agent. The Company recognizes commission revenue on a gross basis. The commissions paid by the Company to its sub-agents are recorded as costs of services.

Income Taxes

The Company utilizes ASC 740 “Income Taxes”, previously SFAS No. 109, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

F-53

When tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of operations and other comprehensive income (loss). As of December 31, 2010 or June 30, 2010, the Company did not have any uncertain tax positions.

The Company was not subjected to income tax examinations by taxing authorities for the six months ended December 31, 2010 and 2009. During the six months ended December 31, 2010 and 2009, the Company did not recognize any interest or penalties.

 Fair Values of Financial Instruments

ASC 820 “Fair Value Measurements and Disclosures”, previously SFAS No. 157, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are reasonable estimates of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels are defined as follows:

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

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

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

As of December 31, and June 30, 2010, the Company did not identify any assets and liabilities that are required to be presented on the balance sheets at fair value.

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 December 31, 2010 (unaudited) and June 30, 2010, substantially all of the Company’s cash and equivalents and restricted cash were held by major financial institutions in the PRC, which management believes are of high credit quality. With respect to accounts receivable, the Company generally does not require collateral and does not have an allowance for doubtful accounts.

The Company acts as an insurance agent for two insurance companies, Taiping Insurance Co., Ltd. (“Taiping Insurance”) and Sunshine Life Insurance Co., Ltd. (“Sunshine”). For the six months ended December 31, 2010 and 2009, the Company’s revenue derived from sale of insurance policies underwritten by Tianping Insurance was $581,788 and $632,996, respectively, and the Company’s revenue derived from sale of insurance policies underwritten by Sunshine was $289,547 and $0, respectively.  At December 31, 2010 (unaudited) and June 30, 2010, the Company’s receivables from Taiping Insurance were $4,202 and $0, respectively, and the Company had no receivables from Sunshine.

F-54

The Company's operations are carried out in the PRC. 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 by the general state of the PRC's economy. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.

Operating Leases

Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company that do not meet the capitalization criteria of ASC 840 “Leases”, previously SFAS No. 13, are accounted for as operating leases. Rentals under operating leases are expensed on the straight-line basis over the lease term.

Segment Reporting

The Company follows ASC 280 “Segment Reporting”, previously as SFAS No. 131, for its segment reporting.  For the six months ended December 31, 2010 and 2009, the Company managed its business as a single operating segment providing insurance brokerage and agency services in the PRC. All revenues are derived from the PRC and all long-lived assets are located in the PRC.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which could result in a loss to the Company but which will be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies arising from legal proceedings pending against the Company or unasserted claims that may rise from such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates it is probable that a material loss will be incurred and the amount of the liability can be reasonably estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Statement of Cash Flows

In accordance with ASC 230, “Statement of Cash Flows”, previously SFAS No. 95, cash flows from the Company's operations are calculated based upon the local currencies and an average exchange rate is used. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.

Recent Accounting Pronouncements

In July 2009, the Company adopted Accounting Standards Update (“ASU”) No. 2009-01, “Topic 105 – Generally Accepted Accounting Principles – amendments based on Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“ASU No. 2009-01”). ASU No. 2009-01 re-defines authoritative US GAAP for nongovernmental entities to be only comprised of the FASB Accounting Standards Codification (“Codification”) and, for SEC registrants, guidance issued by the SEC. The Codification is a reorganization and compilation of all then-existing authoritative US GAAP for nongovernmental entities, except for guidance issued by the SEC. The Codification is amended to effect non-SEC changes to authoritative US GAAP. Adoption of ASU No. 2009-01 only changed the referencing convention of US GAAP in the Notes to the Consolidated Financial Statements.

F-55

On February 2010, the FASB issued ASU No. 2010-09 Subsequent Events Topic 855 “Amendments to Certain Recognition and Disclosure Requirements,” effective immediately. The amendments in the ASU remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of US GAAP. The FASB believes these amendments remove potential conflicts with the SEC’s literature. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

On March 2010, the FASB issued ASU No. 2010-11 Derivatives and Hedging Topic 815 “Scope Exception Related to Embedded Credit Derivatives.” This ASU clarifies the guidance within the derivative literature that exempts certain credit related features from analysis as potential embedded derivatives requiring separate accounting. The ASU specifies that an embedded credit derivative feature related to the transfer of credit risk that is only in the form of subordination of one financial instrument to another is not subject to bifurcation from a host contract under ASC 815-15-25, Derivatives and Hedging – Embedded Derivatives – Recognition. All other embedded credit derivative features should be analyzed to determine whether their economic characteristics and risks are “clearly and closely related” to the economic characteristics and risks of the host contract and whether bifurcation is required. The ASU is effective for the Company on July 1, 2010. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In April 2010, the FASB issued ASU 2010-17 (Topic 605), to provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. ASU 2010-17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. The provisions of ASU 2010-17 did not have a material effect on the Company’s consolidated financial statements.

In October 2010, the FASB issued ASU 2010-26, Financial Services—Insurance (Topic 944), to address diversity in practice regarding the interpretation of which costs relating to the acquisition of new or renewal insurance contracts qualify for deferral. ASU 2010-26 specifies that the incremental direct costs of contract acquisition and certain costs related directly to the acquisition activities, such as underwriting, Policy issuance and processing, Medical and inspection, Sales force contract selling, which are  performed by the insurer  in the acquisition of new and renewal contracts should be capitalized.  This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The Company does not expect the provisions of ASU 2010-11 to have a material effect on its consolidated financial statements

In December 2010, the FASB issued ASU 2010-28, Intangibles—Goodwill and Other (Topic 350), to modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating impairment may exist, and the qualitative factors are consistent with the existing guidance. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010 and 2011 for public and nonpublic entities, respectively. Early adoption is not permitted. Management is in the process of evaluating the impact of adopting this standard on the Company’s consolidated financial statements.

F-56

In December 2010, the FASB issued ASU 2010-29, Business Combinations (Topic 805), to address diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. Management is in the process of evaluating the impact of adopting this standard on the Company’s consolidated financial statements.

In January 2011, the FASB issued ASU 2011-01, Receivables (Topic 310), to temporarily delay the effective date of the disclosures about troubled debt restructurings in ASU 2010-20 (Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses) for public entities. The delay is intended to allow the Board time to complete its deliberations on what constitutes a troubled debt restructuring.  Under the existing effective date in Update 2010-20, public-entity creditors would have provided disclosures about troubled debt restructurings for periods beginning on or after December 15, 2010. The deferral in this update will result in more consistent disclosures about troubled debt restructurings. This amendment does not apply to nonpublic entities and does not defer the effective date of the other disclosure requirements in Update 2010-20. The deferral in this amendment is effective upon issuance. The Company does not expect this update to have any material effect on its consolidated financial statements.

NOTE 3 – ACCOUNTS RECEIVABLE

As of December 31, 2010 (unaudited) and June 30, 2010, the Company had no allowance for doubtful accounts.

NOTE 4 – OTHER CURRENT ASSETS

The Company’s other current assets consisted of the following, as of:

	December 31, 2010 (Unaudited)		June 30, 2010
Deposit paid for rent	$	27,071	$	16,629
Prepaid rent		14,925		13,052
Other		7,835		13
Total other current assets	$	49,831	$	29,694

NOTE 5– PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following as of:

	December 31, 2010 (Unaudited)			June 30, 2010
Office equipment	$	19,637		$	19,070
Office furniture		9,170			8,904
Computers		44,338			12,427
Electronic equipment		172,972			-
Machinery		16,924			-
Transportation equipment		102,515			-
Total		365,556			40,401
Less: Accumulated Depreciation		(262,454	)		(24,346	)
Total property, plant and equipment, net	$	103,102		$	16,055

F-57

Note 6 – RESTRICTED CASH

Restricted cash is a deposit in bank by the Company in conformity with Provisions on the Supervision and Administration of Specialized Insurance Agencies, and cannot be withdrawn without the permission of the China Insurance Regulatory Commission.  The Company had restricted cash of $60,496 and $58,749 as of December 31 and June 30, 2010, respectively.

NOTE 7 – GOODWILL

On September 6, 2010, Henan Anhou acquired 100% of Sichuan Kang Zhuang for RMB532,622 ($78,318). Sichuan Kang Zhuang then had net liabilities of RMB219,123 ($32,134) at the date of acquisition. A goodwill of RMB751,745 ($110,452) was therefore recorded. Goodwill amount in the balance sheet differs from the acquisition date amount due to changes in exchange rates. The Company completed a goodwill impairment test at the date of acquisition, and determined that no impairment should be recognized.

On September 28, 2010, Henan Anhou acquired 100% of Jiangsu Law for RMB518,000 ($75,475). Jiangsu Law then had net assets of RMB2,286,842 ($341,425). Based on the purchase price allocation, the fair value of the identifiable assets and liabilities assumed exceeded the fair value of the consideration paid. As a result, the Company recorded a gain on acquisition of RMB 1,744,995 ($259,401). We believe the gain on acquisition resulted from the sellers’ intent to exit the insurance business. To comply with the PRC requirements for the insurance agency companies, Henan Anhou increased the paid-in capital of Jiangsu Law to RMB10,000,000 ($1,355,150) from RMB5,180,000 ($625,113) on January 18, 2011.

NOTE 8 –OTHER PAYABLES

Other payables are summarized as follows, as of:

	December 31, 2010 (Unaudited)		June 30, 2010
Due to Jin Yongguang	$	509,679	$	494,920
Due to previous shareholders of Sichuan Kang Zhuang and Jiangsu Law		138,838		-
Others		167,161		-
Total other payables	$	815,678	$	494,920

Amount due to previous shareholders of Sichuan Kang Zhuang and Jiangsu Law raised from the acquisition of these two companies, the amount is the remaining unpaid balance of the acquisition cost. There is no agreement among the parties regarding when the remaining balance would have to be paid, and there is no interest on the unpaid remaining balance.

The Company made borrowings from Mr. Jin Yongguang (“Mr. Jin”) for working capital. The amount is interest-free, unsecured and repayable on demand. The amount owed to Mr. Jin was transferred to a related party of the Company, see note 16.

F-58

NOTE 9 – OTHER CURRENT LIABILITIES

As of December 31, 2010 (unaudited) and June 30, 2010, other current liabilities were $39,695 and $546, respectively. The amounts were comprised of salary, welfare and bonus payables.

NOTE 10 - TAXES PAYABLE

Taxes payable consisted of the following as of:

	December 31, 2010 (Unaudited)		June 30, 2010
Income tax	$	440,474	$	247,792
Others		22,766		6,705
Total	$	463,240	$	254,497

NOTE 11 - RELATED PARTIES TRANSACTIONS

Due to related party

Mr. Li Fuzhang (“Mr. Li”) is the legal representative of Henan Anhou. Mr. Mao Yixiao (“Mr. Mao”) is a shareholder of Henan Anhou. Mr. Zhu Xudong (“Mr. Zhu”) is the legal representative of Jiangsu Law. Mr. Mao is one of the shareholders of Xiangriya Industrial (Nantong) Co., Ltd (“Xiangriya”), therefore, the Company and Xiangriya are related parties under common control. These related parties loaned money to the Company for working capital. As of June 30, 2010, the Company owed Mr. Li $689,606. As of December 31, 2010, the Company owed Mr. Li, Mr. Mao, Mr. Zhu and Xiangriya $429,559, $60,497, $17,218 and $15,018, respectively. The amounts are interest-free, unsecured and repayable on demand. During the six months ended December 31, 2010, the Company borrowed $277,325, $44,610, $14,870 and $17,221 from Mr. Li, Mr. Mao, Mr. Zhu and Xiangriya, respectively; and the Company paid $553,164 and $2,455 back to Mr. Li and Xiangriya, respectively.

NOTE 12 – PAID-IN CAPITAL

On August 16, 2010, the Company increased its paid-in capital by RMB8,000,000 ($1,175,440). The capital was paid by a new shareholder, Ms. Zhu Shuqin (“Ms. Zhu”). After the increase of paid-in capital, Ms. Zhu Shuqin owned 80% of the Company’s shares. On December 23, 2010, Ms. Zhu sold her shares in the Company to Mr. Mao for RMB8,000,000 ($1,175,440). Mr. Mao is Taiwanese, and according to the relevant requirements by the PRC regulations in finance and insurance industries, a foreigner is not allowed to hold more than 25% of a company’s shares in the PRC. Therefore, Mr. Mao had Ms. Zhu as his nominee shareholder .

NOTE 13– INCOME TAX

The Company is governed by the Income Tax Law of the PRC concerning the private-run enterprises, which are generally subject to tax at a statutory rate of 25% on income reported in the statutory financial statements after appropriated tax adjustments.

Per the Income Tax Law of the PRC, the loss brought forward from the prior periods can be deducted against income before tax first. However, according to regulations by Chinese tax authorities effective January 1, 2008, commission expense paid to sub-agent in excess of 5% of the commission revenue of the Company is not tax deductible. In other words, the Company is still subject to corporate income tax although it has been making losses.

F-59

The following table reconciles the PRC statutory rates to the Company’s unaudited effective tax rate for the six months ended December 31:

	2010			2009
Local tax rate		25	%		25	%
Gain on bargain purchase of subsidiary		(47	)%		-
Tax undeductible cost		125	%		(688	)%
Tax per financial statements		103	%		(663	)%

NOTE 14 – COMMITMENTS

Operating Leases

The Company has operating leases for its offices in Henan, Sichuan and Jiangsu provinces. For the six months ended December 31, 2010 and 2009, the Company incurred rent of $73,866 and $33,105, respectively. At December 31, 2010, total future minimum lease payments under operating leases were as follows.

	Amount
12 months ending December 31, 2011	$	154,950
12 months ending December 31, 2012		80,591
12 months ending December 31, 2013		68,492
Total	$	304,033

Increase in paid-in capital

According to the requirements by the PRC regulations for insurance agency companies, Jiangsu Law had to increase its paid-in capital from RMB 5,180,000 ($625,113) to RMB 10,000,000 ($1,355,150) by October 2011. After Henan Anhou acquired Jiangsu Law, Henan Anhou is committed to increase the paid-in capital of Jiangsu Law to the required amount.

NOTE 15 – ACQUISITION

Henan Anhou acquired 100% of Sichuan Kang Zhuang and Jiangsu Law on September 6 and September 28, 2010, respectively (see note 7).

The pro forma consolidated results of operations of the Company as if the acquisitions of Sichuan Kang Zhuang and Jiangsu Law had occurred on July 1, 2009 and July 1, 2010 are presented below:

	Six Months Ended December 31,
	2010			2009
Net revenue	$	1,444,918		$	994,439
Cost of service		940,953			743,858
Gross profit		503,965			250,581
Total expense		723,237			394,471
Net loss	$	(219,272	)	$	(143,890	)

F-60

The summary of assets and liabilities acquired as of the dates of acquisition is presented below:

	Jiangsu Law September 30, 2010		Sichuan Kang Zhuang August 31, 2010			Combined
Current assets
Cash and equivalents	$	269,090	$	15,735		$	284,825
Accounts receivable, net		12,482		1,386			13,868
Other current assets		-		39,163			39,163
Total current assets		281,572		56,285			337,857
Property, plant and equipment, net		78,419		12,871			91,289
TOTAL ASSETS		359,991		69,155			429,146
Current liabilities
Accounts payable		-		205			205
Accrued expenses and other payables		10,861		41,243			52,104
Taxes payable		5,637		45,177			50,814
Due to related party		2,067		14,665			16,732
TOTAL LIABILITIES		18,565		101,290			119,855
NET ASSETS / (LIABILITIES)	$	341,425	$	(32,134	)	$	309,291

NOTE 16 – SUBSEQUENT EVENT

Reorganization

PRC laws and regulations restrict foreign ownership of companies that provide insurance brokerage and agency services. To comply with these restrictions, the following actions were completed:

1.  On June 4, 2010, China United Insurance Service, Inc. (“CUIS”) was incorporated in Delaware.

2.  On July 12, 2010, CUIS founded a wholly owned subsidiary, ZLI Holdings Limited (“ZLI”), in Hong Kong.

3. On October 20, 2010, ZLI founded a wholly foreign owned enterprise, Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.  (the “WOFE Company”) in Henan province in the PRC.

F-61

4.  On January 17, 2011, a series of agreements was entered into amongst the WOFE Company, Henan Anhou and Henan Anhou’s equity holders, which provides the WOFE Company the ability to control Henan Anhou, and subsidiaries.

ASC 810-10 (formerly FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51”, requires certain VIEs to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Accordingly, as a result of the agreements amongst the WOFE Company, Henan Anhou and Henan Anhou’s equity holders, the WOFE Company is considered the primary beneficiary of Henan Anhou, and Henan Anhou’s consolidated financial statements will be consolidated in the WOFE Company’s financial statements, which will be included in the consolidated financial statements of CUIS. The new corporate structure after the date of the series of VIE agreements will be as following:

F-62

F-63

The pro forma consolidated results of operations of the Company as if the VIE agreements were signed on July 1, 2009 and July 1, 2010 are presented below:

	Six months ended December 31, 2010			Year ended June 30, 2010
Net revenue	$	1,297,433		$	1,341,509
Cost of sales		842,637			1,061,732
Gross profit		364,796			279,777
Total expense		(372,145	)		(520,115	)
Net loss	$	(7,349	)	$	(240,338	)

The summary of the pro forma consolidated balance sheet  at December 31, 2010 as if the VIE arrangement was entered in to on December 31, 2010 is as follows:

Current assets
Cash and equivalents	$	1,343,511
Restricted cash		60,496
Accounts receivable, net		98,762
Other current assets		49,831
Total current assets		1,552,600
Property, plant and equipment, net		103,102
Goodwill		113,694
TOTAL ASSETS		1,769,396
Current liabilities
Account payable		212
Other payables		817,644
Taxes payable		463,242
Other current liabilities		39,695
Due to related party		524,750
Total current liabilities		1,845,543
TOTAL LIABILITIES		1,847,134
NET LIABILITIES	$	(76,148	)

Increase in paid-in capital

According to the requirements by the PRC regulations for insurance agency companies, Jiangsu Law had to increase its paid-in capital from RMB 5,180,000 ($625,113) to RMB 10,000,000 ($1,355,150) by October 2011. After Henan Anhou acquired Jiangsu Law, Henan Anhou is committed to increase the paid-in capital of Jiangsu Law to the required amount. On January 18, 2011, Henan Anhou increased the paid-in capital to RMB 10,000,000 ($1,355,150).

F-64

Debt cancellation agreement

As of March 31, 2011, Henan Anhou owed Mr. Jin, a third party, RMB 3,370,000 ($512,914), and it owed Mr. Li who is also the shareholder of CUIS, RMB 2,840,250 ($432,286). On March 31, 2011, Mr. Jin and Mr. Li signed a debt transfer agreement, which transferred the amount Henan Anhou owed Mr. Jin to Mr. Li. Therefore, Henan Anhou no longer owes anything to Mr. Jin, but owed Mr. Li RMB 6,210,250 ($945,200) instead. Subsequent to the debt transfer agreement, Mr. Li and Henan Anhou signed a debt cancellation agreement on the same day, upon which Mr. Li gave up his right to claim for repayment of his lending to Henan Anhou. Therefore, Henan Anhou no longer owes anything to Mr. Li from then on. As Mr. Li is the principal shareholder of CUIS, accordingly, the debt forgiveness will be credited to additional paid in capital, and there will be no income statement affect of this transaction.

F-65

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEETS

JUNE 30, 2009

(UNAUDITED)

							Henan Anhou			Sichuan Kang Zhuang			Jiangsu Law			Pro Forma				Pro Forma
	CUIS		ZLI		WOFE		(1)			(2)			(3)			Adjustments			Note	Consolidated
	(historical)		(historical)		(historical)		(historical)			(historical)			(historical)
ASSETS
CURRENT ASSETS
Cash and equivalents	$	-	$	-	$	-	$	33,751		$	17,597		$	406,180		$				$	457,528
Accounts receivable, net		-		-		-		375			2,891			-							3,266
Other current assets		-		-		-		23,581			34,120			626,310							684,011
TOTAL CURRENT ASSETS		-		-		-		57,707			54,608			1,032,490.00			-				1,144,805
NONCURRENT ASSETS
Restricted cash		-		-		-		58,439			-			-							58,439
Goodwill																	88,496		A, C		88,496
Plant, property & equipment, net		-		-		-		14,589			19091			121,680							155,360
TOTAL NONCURRENT ASSETS		-		-		-		73,028			19,091			121,680			88,496				302,295
TOTAL ASSETS	$	-	$	-	$	-	$	130,735		$	73,699		$	1,154,170		$	88,496			$	1,447,100
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	-	$	-	$	-	$	-		$	1,087		$	-		$				$	1,087
Accrued expenses and other payable		-		-		-		496,148			39,767			30,955			(492,345	)	D		74,525
Taxes payable		-		-		-		49,705			2,535			491							52,731
Due to related party		-		-		-		642,130			369,643			899,511			(971,285	)	D		939,999
TOTAL CURRENT LIABILITIES		-		-		-		1,187,983			413,032			930,957			(1,463,630	)			1,068,342
TOTAL LIABILITIES		-		-		-		1,187,983			413,032			930,957			(1,463,630	)			1,068,342
SHAREHOLDER'S EQUITY/(DEFICIT)
Common Stock(authorized 30,000,000shares, 20,000,000 issued, $0.00001 par value)		-		-		-											200		E		200
Subscritption receivable		-		-		-											(200	)	E		(200	)
Additional paid-in capital		-		-		-		252,746			811,168.00			625,113.00			(148,013	)	B,D		1,541,014
Accumulated Other comprehensive income/(loss)		-		-		-		(64,232.00	)		(21,634.00	)		113,036.00			(91,402	)	B		(64,232	)
Accumulated deficit		-		-		-		(1,245,762	)		(1,128,867	)		(514,936	)		1,791,541		B		(1,098,024	)
TOTAL SHAREHOLDERS' EQUITY/(DEFICIT)		-		-		-		(1,057,248	)		(339,333	)		223,213			1,552,126				378,758
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY/(DEFICIT)	$	-	$	-	$	-	$	130,735		$	73,699		$	1,154,170		$	88,496			$	1,447,100

(1)  Source: audited financial statements of Henan Law Anhou Insurance Agency Co., Ltd. as of June 30, 2009 as filed in this Form S-1 with SEC.

(2)  Source: audited financial statements of Sichuan Kang Zhuang Insurance Agency Co., Ltd. as of June 30, 2009 as filed in this Form S-1 with SEC.

(3)  Source: audited financial statements of Jiangsu Law Insurance Broker Co., Ltd. as of June 30, 2009 as filed in this Form S-1 with SEC.

See accompanying notes to pro forma consolidated financial statements

F-66

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

YEAR ENDED JUNE 30, 2009

(UNAUDITED)

							Henan Anhou			Sichuan Kang Zhuang			Jiangsu Law			Pro forma			Pro Forma
	CUIS		ZLI		WOFE		(1)			(2)			(3)			Adjustments		Note	Consolidated
	(historical)		(historical)		(historical)		(historical)			(historical)			(historical)
Net Revenue	$	-	$	-	$	-	$	1,301,347		$	473,850		$	65,811		$	-		$	1,841,008
Cost of Revenue		-		-		-		1,259,298			437,474			100,481			-			1,797,253
Gross Profit/(loss)		-		-		-		42,049			36,376			(34,670	)		-			43,755
Operating expenses:
General and administrative		-		-		-		228,747			211,797			198,960			-			639,504
Total operating expenses		-		-		-		228,747			211,797			198,960			-			639,504
Loss from operations		-		-		-		(186,698	)		(175,421	)		(233,630	)		-			(595,749	)
Non-operating income (expenses):
Interest income		-		-		-		-			-			4,513			-			4,513
Other income		-		-		-		-			794			-			-			794
Gain on acquisition of subsidiaries				-		-		-			-			-			147,738	A		147,738
Bank service charge		-		-		-		(410	)		-			-			-			(410	)
Interest expenses		-		-		-		-			(134	)		-			-			(134	)
Other expenses		-		-		-		(14	)		(3,750	)		-			-			(3,764	)
Total non-operating income (expenses)		-		-		-		(424	)		(3,090	)		4,513			147,738			148,737
Loss before income tax		-		-		-		(187,122	)		(178,511	)		(229,117	)		147,738			(447,012	)
																				-
Income tax		-		-		-		36,193			2,447			1,526						40,166
Net loss		-		-		-		(223,315	)		(180,958	)		(230,643	)		147,738			(487,178	)
Other comprehensive item
Foreign currency translation		-		-		-		(3,387	)		(1,485	)		1,671			-			(3,201	)
Comprehensive loss	$	-	$	-	$	-	$	(226,702	)	$	(182,443	)	$	(228,972	)	$	147,738		$	(490,379	)

(1) Source: audited financial statements of Henan Law Anhou Insurance Agency Co., Ltd. for the year ended June 30, 2009 as filed in this Form S-1 with SEC.

(2) Source: audited financial statements of Sichuan Kang Zhuang Insurance Agency Co., Ltd. for the year ended June 30, 2009 as filed in this Form S-1 with SEC.

(3) Source: audited financial statements of Jiangsu Law Insurance Broker Co., Ltd. for the year ended June 30, 2009 as filed in this Form S-1 with SEC.

See accompanying notes to pro forma consolidated financial statements

F-67

CHINA UNITED INSURANCE SERVICE INC., AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEET

JUNE 30, 2010

(UNAUDITED)

	CUIS							Henan Anhou			Sichuan Kang Zhuang			Jiangsu Law			Pro Forma				Pro Forma
	(1)			ZLI		WOFE		(2)			(3)			(4)			Adjustments			Note	Consolidated
	(historical)			(historical)		(historical)		(historical)			(historical)			(historical)
ASSETS
CURRENT ASSETS
Cash and equivalents	$	-		$	-	$	-	$	17,071		$	25,266		$	168,203		$				$	210,540
Accounts receivable, net		-			-		-		14,388			1,533			24,234							40,155
Other current assets		-			-		-		29,694			37,099			-							66,793
TOTAL CURRENT ASSETS		-			-		-		61,153			63,898			192,437.00			-				317,488
NONCURRENT ASSETS
Restricted cash		-			-		-		58,749			-			-							58,749
Goodwill																		87,015		A, C		87,015.00
Plant, property & equipment, net		-			-		-		16,055			17227			90,895							124,177
TOTAL NONCURRENT ASSETS		-			-		-		74,804			17,227			90,895			87,015				269,941
TOTAL ASSETS	$	-		$	-	$	-	$	135,957		$	81,125		$	283,332		$	87,015			$	587,429
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	-		$	-	$	-	$	-		$	206		$	-		$				$	206
Accrued expenses and other payable		-			-		-		495,466			42,023			13,567			(494,962	)	D		56,094
Taxes payable		-			-		-		254,497			44,112			3,505							302,114
Due to related party		583			-		-		689,606			475,311			2,034			(1,161,436	)	D		6,098
TOTAL CURRENT LIABILITIES		583			-		-		1,439,569			561,652			19,106			(1,656,398	)			364,512
TOTAL LIABILITIES		583			-		-		1,439,569			561,652			19,106			(1,656,398	)			364,512
SHAREHOLDER'S EQUITY/(DEFICIT)
Common Stock(authorized 30,000,000shares, 20,000,000 issued, $0.00001 par value)		200			-		-															200
Subscription receivable		(200	)		-		-															(200	)
Additional paid-in capital		-			-		-		252,746			811,168.00			625,113.00			(97,920	)	B, D		1,591,107
Accumulated Other comprehensive income/(loss)		-			-		-		(70,841.00	)		(24,012.00	)		114,384.00			(90,372.00	)	B		(70,841	)
Accumulated deficit		(583	)		-		-		(1,485,517	)		(1,267,683	)		(475,271	)		1,931,705		B		(1,297,349	)
TOTAL SHAREHOLDERS' EQUITY/(DEFICIT)		(583	)		-		-		(1,303,612	)		(480,527	)		264,226			1,743,413				222,917
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY/(DEFICIT)	$	-		$	-	$	-	$	135,957		$	81,125		$	283,332		$	87,015			$	587,429

(1) Source: unaudited financial statements of China United Insurance Service, Inc. as of June 30, 2010.

(2) Source: audited financial statements of Henan Law Anhou Insurance Agency Co., Ltd. as of June 30, 2010 as filed in this Form S-1 with SEC.

(3) Source: audited financial statements of Sichuan Kang Zhuang Insurance Agency Co., Ltd. as of June 30, 2010 as filed in this Form S-1 with SEC.

(4) Source: audited financial statements of Jiangsu Law Insurance Broker Co., Ltd. as of June 30, 2010 as filed in this Form S-1 with SEC.

See accompanying notes to pro forma consolidated financial statements

F-68

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

YEAR ENDED JUNE 30, 2010

(UNAUDITED)

	CUIS			ZLI		WOFE		Henan Anhou			Sichuan Kang Zhuang			Jiangsu Law		Pro forma			Pro Forma
	(1)							(2)			(3)			(4)		Adjustments		Note	Consolidated
	(historical)			(historical)		(historical)		(historical)			(historical)			(historical)
Net Revenue	$	-		$	-	$	-	$	1,341,509		$	525,709		$	287,411	$	-		$	2,154,629
Cost of Revenue		-			-		-		1,061,732			452,157			101,648		-			1,615,537
Gross Profit		-			-		-		279,777			73,552			185,763		-			539,092
Operating expenses:
General and administrative		583			-		-		309,586			171,221			139,610		-			621,000
Total operating expenses		583			-		-		309,586			171,221			139,610		-			621,000
Profit /(loss) from operations		(583	)		-		-		(29,809	)		(97,669	)		46,153		-			(81,908	)
Non-operating income (expenses):
Interest income		-			-		-		-			-			697		-			697
Other income		-			-		-		1,799			327			-		-			2,126
Gain on acquisition of subsidiaries					-		-		-			-			-		188,751	A		188,751
Bank service charge		-			-		-		(201	)		-			-		-			(201	)
Interest expenses		-			-		-		-			(28	)		-		-			(28	)
Other expenses		-			-		-		(721	)		(2,194	)		-		-			(2,915	)
Total non-operating income (expenses)		-			-		-		877			(1,895	)		697		188,751			188,430
Profit /(loss) before income tax		(583	)		-		-		(28,932	)		(99,564	)		46,850		188,751			106,522
																				-
Income tax		-			-		-		210,823			39,252			7,185					257,260
Net profit /(loss)		(583	)		-		-		(239,755	)		(138,816	)		39,665		188,751			(150,738	)
Other comprehensive item
Foreign currency translation		-			-		-		(6,609	)		(2,378	)		1,348		-			(7,639	)
Comprehensive profit/ (loss)	$	(583	)	$	-	$	-	$	(246,364	)	$	(141,194	)	$	41,013	$	188,751		$	(158,377	)

(1) Source: unaudited financial statements of China United Insurance Service, Inc. for the year ended June 30, 2010.

(2) Source: audited financial statements of Henan Law Anhou Insurance Agency Co., Ltd. for the year ended June 30, 2009 as filed in this Form S-1 with SEC.

(3) Source: audited financial statements of Sichuan Kang Zhuang Insurance Agency Co., Ltd. for the year ended June 30, 2009 as filed in this Form S-1 with SEC.

(4) Source: audited financial statements of Jiangsu Law Insurance Broker Co., Ltd. for the year ended June 30, 2009 as filed in this Form S-1 with SEC.

See accompanying notes to pro forma consolidated financial statements

F-69

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2010 AND 2009

NOTE 1 – BASIS OF PRESENTATION

On September 6, 2010, Henan Law Anhou Insurance Agency Co., Ltd. (“Henan Anhou”) acquired the equity interest of Sichuan Kang Zhuang Insurance Agency Co., Ltd. (“Sichuan Kang Zhuang”), engaged in the insurance agency business.  The price for 100% of the outstanding stock of Sichuan Kang Zhuang was $78,318.

On September 28, 2010, Henan Anhou acquired the equity interest of Jiangsu Law Insurance Broker Co., Ltd. (“Jiangsu Law”), engaged in the insurance brokerage and agency business.  The price for 100% of the outstanding stock of Jiangsu Law was $75,475.

On January 17, 2011, a series of agreements was entered into amongst Zhengzhou Zhonglian Hengfu Business Consulting Limited Company (“the WOFE Company”), Henan Anhou and Henan Anhou’s equity holders, which provides the WOFE Company the ability to control Henan Anhou and its subsidiaries, which in turn provides China United Insurance Service, Inc. (“CUIS”) the ability to control Henan Anhou and its subsidiaries, since CUIS controls 100% of the WOFE Company’s equity through its 100% subsidiary, ZLI Holdings Limited (“ZLI”), and the WOFE Company is ZLI’s 1005 subsidiary.

As of August 31, 2010, Sichuan Kang Zhuang owed a shareholder, Chengdu Jingzhan Management Co. Ltd. (“Jingzhan’’), and a shareholder of Jingzhan, Lianzhuang Management Co., Ltd. (“Lianzhuang”), RMB 1,014,000 ($148,680) and RMB 2,175,443 ($318,980), respectively. On August 31, 2010, Jingzhan and Lianzhuang signed a debt cancellation agreement with Sichuan Kang Zhuang, upon which Jingzhan and Lianzhuang gave up their rights to claim for repayment of their lending to Sichuan Kang Zhuang. Therefore, Sichuan Kang Zhuang no longer owes anything to these two companies from then on. As Jingzhan was the principal shareholder of Sichuan Kang Zhuang and Lianzhuang was the principal shareholder of Jingzhan, accordingly, the debt forgiveness should be credited to additional paid in capital of Sichuan Kang Zhuang, which in turn would be credited to goodwill for consolidation, and there would be no income statement affect of this transaction.

As of March 31, 2011, Henan Anhou owed Mr. Jin Yongguang (“Mr. Jin”), a third party, RMB 3,370,000 ($512,914), and it owed Mr. Li Fuzhang (“Mr. Li”), the shareholder of CUIS, RMB 2,840,250 ($432,286). On the same day, Mr. Jin and Mr. Li signed a debt transfer agreement, upon which the amount that Henan Anhou owed to Mr. Jin as of March 31, 2010 was transferred to Mr. Li. Therefore, Henan Anhou no longer owes any amount to Mr. Jin, but owed Mr. Li RMB 6,210,250 ($945,200) instead. Subsequent to the debt transfer agreement, Mr. Li and Henan Anhou signed a debt cancellation agreement on the same day, upon which Mr. Li gave up his right to claim for repayment of his lending to Henan Anhou. Therefore, Henan Anhou no longer owes any amount to Mr. Li from then on.

The accompanying pro forma consolidated balance sheet presents the accounts of Henan Anhou, Sichuan Kang Zhuang, Jiangsu Law, CUIS, ZLI and the WOFE Company as if the acquisitions of Sichuan Kang Zhuang and Jiangsu Law by Henan Anhou occurred and the VIE agreements were signed on June 30, 2010 and 2009, respectively, for balance sheet purposes. The accompanying pro forma consolidated statements of income and comprehensive income present the accounts of Henan Anhou, Sichuan Kang Zhuang Jiangsu Law, CUIS, ZLI and the WOFE Company for the years ended June 30, 2010 and 2009 as if the acquisitions occurred and the VIE agreements were signed on July 1, 2010 and 2009, respectively. The fair values of the assets acquired and liabilities assumed at agreement dates are used for the purpose of purchase price allocation.  The excess of the purchase price over the fair value of the net assets acquired for Sichuan Kang Zhuang was recorded as goodwill, whereas the excess of the fair value of net assets acquired over the purchase price for Jiangsu Law was recorded as a gain on acquisition.

The following adjustments would be required if the acquisition of Sichuan Kang Zhuang and Jiangsu Law by Henan Anhou occurred and the VIE agreements were signed as indicated above:

A) The excess of the purchase price over the fair value of the net assets acquired of $558,845 and $417,651 for Sichuan Kang Zhuang was recorded as goodwill as of June 30, 2010 and 2009, respectively; whereas the excess of the fair value of net assets acquired over the purchase price of $188,751 and $147,738 for Jiangsu Law was recorded as a gain on acquisition for the years ended June 30, 2010 and 2009, respectively.

B) The Equity eliminations of Sichuan Kang Zhuang and Jiangsu Law reflect the acquisitions of 100% of these two entities by Henan Anhou.

C) The debt forgiveness by Jingzhan and Lianzhuang to Sichuan Kang Zhuang. As of June 30, 2010 and 2009, Sichuan Kang Zhuang owed Jingzhan RMB 1,014,000 ($148,929) and RMB 814,000 ($118,922), respectively. As of June 30, 2010 and 2009, Sichuan Kang Zhuang owed Lianzhuang RMB 2,198,500 ($322,901) and RMB 1,439,000 ($210,233), respectively. Jingzhan was the principal shareholder of Sichuan Kang Zhuang and Lianzhuang was the principal shareholder of Jingzhan. Accordingly, the debt forgiveness should be credited to additional paid in capital of Sichuan Kang Zhuang, which in turn would be credited to goodwill for consolidation, and there would be no income statement affect of this transaction.

D) The debt transfer from Mr. Jin to Mr. Li, and the debt forgiveness by Mr. Li to Henan Anhou. As of June 30, 2010 and 2009, Henan Anhou owed Mr. Jin RMB 3,370,000 ($494,920) and RMB 3,370,000 ($492,896), respectively. As of June 30, 2010 and 2009, Henan owed Mr. Li RMB 4,695,250 ($689,606) and RMB 4,395,250 ($642,130), respectively. Mr. Li is the principal shareholder of CUIS, accordingly, the debt forgiveness has been credited to additional paid in capital. The pro forma adjustment has been accounted for as if the transaction took place as of June 30, 2010 and 2009 for balance sheet purposes. There is no income statement affect of this transaction.

E) The recapitalization that reflects the VIE agreements signed amongst the WOFE Company, Henan Anhou and Henan Anhou’s equity holders.

F-70

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2009

(UNAUDITED)

							Henan Anhou			Sichuan Kang Zhuang			Jiangsu Law			Pro Forma				Pro Forma
	CUIS		ZLI		WOFE		(1)			(2)			(3)			Adjustments			Note	Consolidated
	(historical)		(historical)		(historical)		(historical)			(historical)			(historical)
ASSETS
CURRENT ASSETS
Cash and equivalents	$	-	$	-	$	-	$	10,108		$	15,802		$	351,363		$				$	377,273
Accounts receivable, net		-		-		-		459			1,250			25,656							27,365
Other current assets		-		-		-		22,092			29,292			-							51,384
TOTAL CURRENT ASSETS		-		-		-		32,659			46,344			377,019			-				456,022
NONCURRENT ASSETS
Restricted cash		-		-		-		58,504			-			-							58,504
Goodwill																	118,874		A, F		118,874
Plant, property & equipment, net		-		-		-		12,283			17693			117,902							147,878
TOTAL NONCURRENT ASSETS		-		-		-		70,787			17,693			117,902			118,874				325,256
TOTAL ASSETS	$	-	$	-	$	-	$	103,446		$	64,037		$	494,921		$	118,874			$	781,278
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	-	$	-	$	-	$	-		$	1,088		$	-		$				$	1,088
Accrued expenses and other payable		-		-		-		493,709			53,581			183,302			(492,345	)	C		238,247
Taxes payable		-		-		-		144,451			3,120			7,392							154,963
Due to related party		-		-		-		642,849			420,498			31,051			(1,016,543	)	C, F		77,855
TOTAL CURRENT LIABILITIES		-		-		-		1,281,009			478,287			221,745			(1,508,888	)			472,153
TOTAL LIABILITIES		-		-		-		1,281,009			478,287			221,745			(1,508,888	)			472,153
SHAREHOLDER'S EQUITY/(DEFICIT)
Common Stock (authorized 30,000,000 shares, 20,000,000 issued, $0.00001 par value)		-		-		-											200		E		200
Subscription receivable		-		-		-											(200	)	E		(200	)
Additional paid-in capital		-		-		-		252,746			811,168.00			625,113			(147,294	)	B,C		1,541,733
Accumulated Other comprehensive income/(loss)		-		-		-		(65,468	)		(22,045	)		113,305			(91,260	)	B		(65,468	)
Accumulated deficit		-		-		-		(1,364,841	)		(1,203,373	)		(465,242	)		1,866,316		B		(1,167,140	)
TOTAL SHAREHOLDERS' EQUITY/(DEFICIT)		-		-		-		(1,177,563	)		(414,250	)		273,176			1,627,762				309,125
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY/(DEFICIT)	$	-	$	-	$	-	$	103,446		$	64,037		$	494,921		$	118,874			$	781,278

(1) Source: unaudited financial statements of Henan Law Anhou Insurance Agency Co., Ltd. as of December 31, 2009 as filed in this Form S-1 with SEC.

(2) Source: unaudited financial statements of Sichuan Kang Zhuang Insurance Agency Co., Ltd. as of December 31, 2009 as filed in this Form S-1 with SEC.

(3) Source: unaudited financial statements of Jiangsu Law Insurance Broker Co., Ltd. as of December 31, 2009 as filed in this Form S-1 with SEC.

See accompanying notes to pro forma consolidated financial statements

F-71

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

SIX MONTHS ENDED DECEMBER 31, 2009

(UNAUDITED)

	CUIS			ZLI		WOFE		Henan Anhou			Sichuan Kang Zhuang			Jiangsu Law		Pro forma			Pro Forma
	(1)			(2)		(3)		(4)			(5)			(6)		Adjustments		Note	Consolidated
	(historical)			(historical)		(historical)		(historical)			(historical)			(historical)
Net Revenue	$	-		$	-	$	-	$	648,302		$	191,321		$	154,815	$	-		$	994,438
Cost of Revenue		-			-		-		524,801			181,422			37,635		-			743,858
Gross Profit		-			-		-		123,501			9,899			117,180		-			250,580
Operating expenses:
General and administrative		583			-		-		139,046			83,633			64,067		-			287,329
Total operating expenses		583			-		-		139,046			83,633			64,067		-			287,329
Income from operations		(583	)		-		-		(15,545	)		(73,734	)		53,113		-			(36,749	)
Non-operating income (expenses):
Interest income		-			-		-		40			24			451		-			515
Other income		-			-		-		715						-		-			715
Gain on acquisition of subsidiaries					-		-		-			-			-		197,701	A		197,701
Bank service charge		-			-		-		(103	)		-			-		-			(103	)
Interest expenses		-			-		-		-						-		-			-
Other expenses		-			-		-		(720	)		(731	)		-		-			(1,451	)
Total non-operating expenses		-			-		-		(68	)		(707	)		451		197,701			197,377
Income before income tax		(583	)		-		-		(15,613	)		(74,441	)		53,564		197,701			160,628
																				-
Income tax		-			-		-		103,466			65			3,870					107,401
Net income		(583	)		-		-		(119,079	)		(74,506	)		49,694		197,701			53,227
Other comprehensive item
Foreign currency translation		-			-		-		(1,236	)		(411	)		269		-			(1,378	)
Comprehensive Income	$	(583	)	$	-	$	-	$	(120,315	)	$	(74,917	)	$	49,963	$	197,701		$	51,849

(1)  Source: unaudited financial statements of Henan Law Anhou Insurance Agency Co., Ltd. for the six months ended December 31, 2009 as filed in this Form S-1 with SEC.

(2)  Source: unaudited financial statements of Sichuan Kang Zhuang Insurance Agency Co., Ltd. for the six months ended December 31, 2009 as filed in this Form S-1 with SEC.

(3)  Source: unaudited financial statements of Jiangsu Law Insurance Broker Co., Ltd. for the six months ended December 31, 2009 as filed in this Form S-1 with SEC.

See accompanying notes to pro forma consolidated financial statements

F-72

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2010

(UNAUDITED)

	CUIS			ZLI			WOFE			Henan Anhou			Sichuan Kang Zhuang			Jiangsu Law			Pro Forma				Pro Forma
	(1)			(2)			(3)			(4)			(5)			(6)			Adjustments			Note	Consolidated
	(historical)			(historical)			(historical)			(historical)			(historical)			(historical)
ASSETS
CURRENT ASSETS
Cash and equivalents	$	-		$	376		$	60,171		$	871,626		$	27,741		$	371,682		$				$	1,331,596
Accounts receivable, net		-			-			-			13,077			-			85,685							98,762
Advance to Sichuan											15,124			-			-			(15,124.00	)	D		-
Other current assets		-			-			-			17,137			39,056			-							56,193
TOTAL CURRENT ASSETS		-			376			60,171			916,964			66,797			457,367.00			(15,124.00	)			1,486,551
NONCURRENT ASSETS
Restricted cash		-			-			-			60,496			-			-							60,496
Goodwill																				160,885		A		160,885
Long-term investment		60,000			60,090						158,896			-			-			(120,090	)			158,896
Plant, property & equipment, net		-			-			-			25,713			14460			65,671							105,844
TOTAL NONCURRENT ASSETS		60,000			60,090			-			245,105			14,460			65,671			40,795				486,121
TOTAL ASSETS	$	60,000		$	60,466		$	60,171		$	1,162,069		$	81,257		$	523,038		$	25,671			$	1,972,672
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	-		$	-		$	-		$	-		$	212		$	-		$				$	212
Accrued expenses and other payable		-			-			1,966			648,522			43,247			72,441			(512,914	)	C		353,262
Taxes payable		-			-			2			398,938			44,745			16,674							460,359
Advance from Anhou											-			15,124			-			(15,124	)	D		-
Due to related party		583			1,875			-			429,559			60,496			32,236			(432,286	)	C		92,463
TOTAL CURRENT LIABILITIES		583			1,875			1,968			1,477,019			163,824			221,351			(960,324	)			906,296
TOTAL LIABILITIES		583			1,875			1,968			1,477,019			163,824			221,351			(960,324	)			906,296
SHAREHOLDER'S EQUITY/(DEFICIT)
Common Stock(authorized 30,000,000shares, 20,000,000 issued, $0.00001 par value)		200			-			-																200
Additional paid-in capital		59,800			60,000			60,090			1,428,186			1,278,900			625,113			(925,110	)	B,C		2,586,979
Accumulated Other comprehensive income/(loss)		-			3			21			(78,185	)		(24,837	)		122,737			(97,900	)	B		(78,161	)
Accumulated deficit		(583	)		(1,412	)		(1,908	)		(1,664,951	)		(1,336,630	)		(446,163	)		2,009,005		B		(1,442,642	)
TOTAL SHAREHOLDERS' EQUITY/(DEFICIT)		59,417			58,591			58,203			(314,950	)		(82,567	)		301,687			985,995				1,066,376
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY/(DEFICIT)	$	60,000		$	60,466		$	60,171		$	1,162,069		$	81,257		$	523,038		$	25,671			$	1,972,672

(1) Source: unaudited financial statements of China United Insurance Service, Inc. as of December 31, 2010.

(2) Source: unaudited financial statements of ZLI Holdings Limited as of December 31, 2010.

(3) Source: unaudited financial statements of Zhengzhou Zhonglian Hengfu Business Consulting Limited Company as of December 31, 2010.

(4) Source: unaudited financial statements of Henan Law Anhou Insurance Agency Co., Ltd. as of December 31, 2010 as filed in this Form S-1 with SEC.

(5) Source: unaudited financial statements of Sichuan Kang Zhuang Insurance Agency Co., Ltd. as of December 31, 2010 as filed in this Form S-1 with SEC.

(6) Source: unaudited financial statements of Jiangsu Law Insurance Broker Co., Ltd. as of December 31, 2010 as filed in this Form S-1 with SEC.

See accompanying notes to pro forma consolidated financial statements

F-73

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

SIX MONTHS ENDED DECEMBER 31, 2010

(UNAUDITED)

	CUIS			ZLI			WOFE			Henan Anhou			Sichuan Kang Zhuang			Jiangsu Law			Pro forma			Pro Forma
	(1)			(2)			(3)			(4)			(5)			(6)			Adjustments		Note	Consolidated
	(historical)			(historical)			(historical)			(historical)			(historical)			(historical)
Net Revenue	$	-		$	-		$	-		$	854,555		$	232,087		$	358,276		$	-		$	1,444,918
Cost of Revenue		-			-			-			703,343			214,318			23,291			-			940,952
Gross Profit		-			-			-			151,212			17,769			334,985			-			503,966
Operating expenses:
General and administrative		583			1,198			1,904			199,219			86,805			294,812			-			584,521
Total operating expenses		583			1,198			1,904			199,219			86,805			294,812			-			584,521
Income from operations		(583	)		(1,198	)		(1,904	)		(48,007	)		(69,036	)		40,173			-			(80,555	)
Non-operating income (expenses)
Interest income		-			-			3			1,371			-			23			-			1,397
Other income		-			-			-			-			419			-			-			419
Gain on acquisition of subsidiaries					-			-			-			-			-			226,212	A		226,212
Bank service charge		-			(214	)		-			(489	)		(271	)		-			-			(974	)
Interest expenses		-			-			-			-			-			-			-			-
Other expenses		-			-			(7	)		-			-			(358	)		-			(365	)
Total non-operating expenses		-			(214	)		(4	)		882			148			(335	)		226,212			226,689
Income before income tax		(583	)		(1,412	)		(1,908	)		(47,125	)		(68,888	)		39,838			226,212			146,134
																							-
Income tax		-			-						132,309			59			10,730						143,098
Net income		(583	)		(1,412	)		1,908	)		(179,434	)		(68,947	)		29,108			226,212			3,036
Other comprehensive item Foreign currency translation		-			3			21			(7,344	)		(825	)		8,353			-			208
Comprehensive Income	$	(583	)	$	(1,409	)	$	(1,887	)	$	(186,778	)	$	(69,772	)	$	37,461		$	226,212		$	3,244

(1) Source: unaudited financial statements of China United Insurance Service, Inc. for the six months ended December 31, 2010.

(2) Source: unaudited financial statements of ZLI Holdings Limited for the six months ended December 31, 2010.

(3) Source: unaudited financial statements of Zhengzhou Zhonglian Hengfu Business Consulting Limited Company for the six months ended December 31, 2010.

(4) Source: unaudited financial statements of Henan Law Anhou Insurance Agency Co., Ltd. for the six months ended December 31, 2010 as filed in this Form S-1 with SEC.

(5) Source: unaudited financial statements of Sichuan Kang Zhuang Insurance Agency Co., Ltd. for the six months ended December 31, 2010 as filed in this Form S-1 with SEC.

(6) Source: unaudited financial statements of Jiangsu Law Insurance Broker Co., Ltd. for the six months ended December 31, 2010 as filed in this Form S-1 with SEC.

See accompanying notes to pro forma consolidated financial statements

F-74

CHINA UNITED INSURANCE SERVICE, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

NOTE 1 – BASIS OF PRESENTATION

On September 6, 2010, Henan Law Anhou Insurance Agency Co., Ltd. (“Henan Anhou”) acquired the equity interest of Sichuan Kang Zhuang Insurance Agency Co., Ltd. (“Sichuan Kang Zhuang”), engaged in the insurance agency business.  The price for 100% of the outstanding stock of Sichuan Kang Zhuang was $78,318.

On September 28, 2010, Henan Anhou acquired the equity interest of Jiangsu Law Insurance Broker Co., Ltd. (“Jiangsu Law”), engaged in the insurance brokerage and agency business.  The price for 100% of the outstanding stock of Jiangsu Law was $75,475.

On January 17, 2011, a series of agreements was entered into amongst Zhengzhou Zhonglian Hengfu Business Consulting Limited Company (“the WOFE Company”), Henan Anhou and Henan Anhou’s equity holders, which provides the WOFE Company the ability to control Henan Anhou and its subsidiaries, which in turn provides China United Insurance Service, Inc. (“CUIS”) the ability to control Henan Anhou and its subsidiaries, , since CUIS controls 100% of the WOFE Company’s equity through its 100% subsidiary, ZLI Holdings Limited (“ZLI”), and the WOFE Company is ZLI’s 100% subsidiary.

As of August 31, 2010, Sichuan Kang Zhuang owed a shareholder, Chengdu Jingzhan Management Co. Ltd. (“Jingzhan’’), and a shareholder of Jingzhan, Lianzhuang Management Co., Ltd. (“Lianzhuang”), RMB 1,014,000 ($148,680) and RMB 2,175,443 ($318,980), respectively. On August 31, 2010, Jingzhan and Lianzhuang signed a debt cancellation agreement with Sichuan Kang Zhuang, upon which Jingzhan and Lianzhuang gave up their rights to claim for repayment of their lending to Sichuan Kang Zhuang. Therefore, Sichuan Kang Zhuang no longer owes anything to these two companies from then on. As Jingzhan was the principal shareholder of Sichuan Kang Zhuang and Lianzhuang was the principal shareholder of Jingzhan, accordingly, the debt forgiveness should be credited to additional paid in capital of Sichuan Kang Zhuang, which in turn would be credited to goodwill for consolidation, and there would be no income statement affect of this transaction.

As of March 31, 2011, Henan Anhou owed Mr. Jin Yongguang (“Mr. Jin”), a third party, RMB 3,370,000 ($512,914), and it owed Mr. Li Fuzhang (“Mr. Li”), the shareholder of CUIS, RMB 2,840,250 ($432,286). On the same day, Mr. Jin and Mr. Li signed a debt transfer agreement, upon which the amount that Henan Anhou owed to Mr. Jin as of March 31, 2010 was transferred to Mr. Li. Therefore, Henan Anhou no longer owes any amount to Mr. Jin, but owed Mr. Li RMB 6,210,250 ($945,200) instead. Subsequent to the debt transfer agreement, Mr. Li and Henan Anhou signed a debt cancellation agreement on the same day, upon which Mr. Li gave up his right to claim for repayment of his lending to Henan Anhou. Therefore, Henan Anhou no longer owes any amount to Mr. Li from then on.

The accompanying pro forma consolidated balance sheet presents the accounts of Henan Anhou, Sichuan Kang Zhuang, Jiangsu Law, CUIS, ZLI and the WOFE Company as if the acquisitions of Sichuan Kang Zhuang and Jiangsu Law by Henan Anhou occurred and the VIE agreements were signed on December 31, 2010 and 2009, respectively, for balance sheet purposes. The accompanying pro forma consolidated statements of income and comprehensive income present the accounts of Henan Anhou, Sichuan Kang Zhuang, Jiangsu Law, CUIS, ZLI and the WOFE Company for the six months ended December 31, 2010 and 2009 as if the acquisitions occurred and the VIE agreements were signed on July 1, 2010 and 2009, respectively. The fair values of the assets acquired and liabilities assumed at agreement dates are used for the purpose of purchase price allocation.  The excess of the purchase price over the fair value of the net assets acquired for Sichuan Kang Zhuang was recorded as goodwill, whereas the excess of the fair value of net assets acquired over the purchase price for Jiangsu Law was recorded as a gain on acquisition.

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The following adjustments would be required if the acquisition of Sichuan Kang Zhuang and Jiangsu Law by Henan Anhou occurred and the VIE agreements were signed as indicated above:

A) The excess of the purchase price over the fair value of the net assets acquired of $492,568 and $160,885 for Sichuan Kang Zhuang was recorded as goodwill as of December 31, 2010 and 2009, respectively; whereas the excess of the fair value of net assets acquired over the purchase price of $197,701 and $226,212 for Jiangsu Law was recorded as a gain on acquisition for the six months ended December 31, 2010 and 2009, respectively.

B) The Equity eliminations of Sichuan Kang Zhuang and Jiangsu Law reflect the acquisitions of 100% of these two entities by Henan Anhou.

C) The debt transfer from Mr. Jin to Mr. Li, and the debt forgiveness by Mr. Li to Henan Anhou. As of December 31, 2010 and 2009, Henan Anhou owed Mr. Jin RMB 3,370,000 ($512,914) and RMB 3,370,000 ($492,345), respectively. As of December 31, 2010 and 2009, Henan owed Mr. Li RMB 2,840,250 ($432,286) and RMB 4,395,250 ($642,849), respectively. Mr. Li is the principal shareholder of CUIS, accordingly, the debt forgiveness has been credited to additional paid in capital. The pro forma adjustment has been accounted for as if the transaction took place as of December 31, 2010 and 2009 for balance sheet purposes. There is no income statement affect of this transaction.

D) The elimination of inter-company transactions between Henan Anhou and Sichuan Kang Zhuang as of December 31, 2009.

E) The recapitalization that reflects the VIE agreements signed amongst the WOFE Company, Henan Anhou and Henan Anhou’s equity holders.

F) The debt forgiveness by Jingzhan and Lianzhuang to Sichuan Kang Zhuang. As of December 31, 2009, Sichuan Kang Zhuang owed Jingzhan and Lianzhuang RMB 814,000 ($119,056) and RMB 1,741,000 ($254,638), respectively. Jingzhan was the principal shareholder of Sichuan Kang Zhuang and Lianzhuang was the principal shareholder of Jingzhan. Accordingly, the debt forgiveness should be credited to additional paid in capital of Sichuan Kang Zhuang, which in turn would be credited to goodwill for consolidation, and there would be no income statement affect of this transaction.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution.

The estimated expenses of this offering in connection with the issuance and distribution of the securities being registered, all of which are to be paid by the Registrant, are as follows:

Registration Fee	$	1.75
Legal Fees and Expenses		100,000
Accounting Fees and Expenses		100,000
Printing		5,000
Miscellaneous Expenses		5,000
Total	$	210,002

Item 14.  Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, our company’s certificate of incorporation includes provisions that eliminate the personal liability of its directors for monetary damages for breach of their fiduciary duty as directors. To the extent Section 102(b)(7) is interpreted, or the Delaware General Corporation Law is amended, to allow similar protections for officers of a corporation, such provisions of our company’s certificate of incorporation shall also extend to those persons.

In addition, as permitted by Section 145 of the Delaware General Corporation Law, the bylaws, and certificate of incorporation of our company provide that:

· The Company shall indemnify its directors and officers for serving our company in those capacities or for serving other business enterprises at our company’s request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of our company and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

· The Company may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.

· The Company is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such director or officer shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

· The Company will not be obligated pursuant to the bylaws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by our company’s board of directors.

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· The rights conferred in the bylaws are not exclusive, and our company is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons.

· The Company may not retroactively amend the bylaw provisions to reduce its indemnification obligations to directors, officers, employees and agents.

These indemnification provisions may be sufficiently broad to permit indemnification of our company’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.  The Company may at the discretion of the board of directors purchase and maintain insurance on behalf of any person who holds or who has held any position identified in the paragraph above against any and all liability incurred by such person in any such position or arising out of his status as such.

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our articles of incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 15.  Recent Sales of Unregistered Securities

On February 8, 2011, we issued a total of 20,000,000 shares of our common stock, $.00001 par value per share, to 44 non U.S. persons in consideration for their previous investment of $300,000 to the capital account of the CU Hong Kong’s wholly owned subsidiary CU Wofe.  The issuance was made pursuant to an exemption from registration contained in Regulation S under the Securities Act of 1933, as amended.

On February 8, 2011, we issued a total of 100,503 shares of common stock to the Crone Law Group in consideration for legal services.  The issuance of our shares to the Crone Law Group was made in reliance on the exemption from registration in Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering.

Item 16. Exhibits and Financial Statement Schedules

Exhibit Number	Description of Exhibit
3.1	Amended and Restated Certificate of Incorporation
3.2	Bylaws
5.1	Opinion of The Crone Law Group
10.1	Stock Purchase Agreement, dated January 17, 2011
10.2	Exclusive Business Cooperation Agreement, dated January 17, 2011
10.3	Share Pledge Agreement, dated January 17, 2011 - Zhu Shuqin
10.4	Share Pledge Agreement, dated January 17, 2011 – Wei Qun
10.5	Share Pledge Agreement, dated January 17, 2011 – Fang Qunlei
10.6	Share Pledge Agreement, dated January 17, 2011 – Chen Yanxia
10.7	Power of Attorney, dated January 17, 2011 – Zhu Shuqin
10.8	Power of Attorney, dated January 17, 2011 – Wei Qun
10.9	Power of Attorney, dated January 17, 2011 – Fang Qunlei
10.10	Power of Attorney, dated January 17, 2011 – Chen Yanxia
10.11	Exclusive Option Agreement, dated January 17, 2011 – Zhu Shuqin
10.12	Exclusive Option Agreement, dated January 17, 2011 – Wei Qun

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10.13	Exclusive Option Agreement, dated January 17, 2011 – Fang Qunlei
10.14	Exclusive Option Agreement, dated January 17, 2011 – Chen Yanxia
10.15	Sichuan Kang Zhuang Share Transfer Agreement, between Henan Law and Allianz China Life Insurance Company Limited, dated September 6, 2010
10.16	Sichuan Kang Zhuang Share Transfer Agreement, between Henan Law andChengdu Jingzhan Enterprise Management & Consulting Company Limited, dated September 6, 2010
10.17	Sichuan Kang Zhuang Share Transfer Agreement, between Henan Law andLi Dan, dated September 6, 2010
10.18	Sichuan Kang Zhuang Share Transfer Agreement, between Henan Law andYan Fang, dated September 6, 2010
10.19	Jiangsu Law Share Transfer Agreement, between Henan Law andLiu Jianxin, dated September 28, 2010
10.20	Jiangsu Law Share Transfer Agreement, between Henan Law andZhu Xudong, dated September 28, 2010
10.21	Jiangsu Law Share Transfer Agreement, between Henan Law andZhu Xumin, dated September 28, 2010
10.22	Translation of Insurance Agency Contract with Taiping Life Insurance Co., Ltd,, dated November 5, 2003.
10.23	Translation of Legal Representative Agreement with Li Fu Chang, dated January 1, 2010..
10.24	Translation of Employment Agreement with Lo Chung Mei, dated January 1, 2010.
10.25	Translation of Employment Agreement with Chiang Te Yun, dated December 30, 2009.
10.26	Translation of Employment Agreement with Hsu Wen Yuan, dated November 12, 2009.
10.27	Translation of Employment Agreement with Tsai Shiu Fang, dated May 1, 2008.
10.28	Translation of Employment Agreement with Hsieh Tung Chi, dated December 30, 2009.
10.29	Translation of Tenancy Contract, Building 4K, dated January 10, 2011.
10.30	Translation of Tenancy Contract, Building 4F, dated January 10, 2011.
21	Subsidiaries of the registrant
23.1.1	Consent of Goldman Kurland Mohidin, LLP
23.1.2	Consent of Goldman Kurland Mohidin, LLP
23.1.3	Consent of Goldman Kurland Mohidin, LLP
23.2	Consent of The Crone Law Group (contained in Exhibit 5.1)
24	Powers of Attorney (included on the signature page)

Item 17.  Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii) include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(1) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);

(2) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(3) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(4) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such a first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Jinshui District, Zhengzhou, Henan, People’s Republic of China, on the 12th day of May, 2011. 

China United Insurance Service, Inc.
By:	/s/ Lo Chung Mei
	Lo Chung Mei, Chief Executive Officer
	Principal Executive Officer

By:	/s/ Tsai Shiu Fang
	Tsai Shiu Fang, Chief Financial Officer
	Principal Accounting Officer

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Lo Chung Mei as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do them in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or their or his substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Lo Chung Mei	Chief Executive Officer (Principal Executive	May 12, 2011
Lo Chung Mei	Officer)
/s/ Tsai Shiu Fang	Chief Financial Officer (Principal Financial and	May 12, 2011
Tsai Shiu Fang	Accounting Officer)
/s/ Mao Yi Hsiao	Director	May 12 , 2011
Mao Yi Hsiao
/s/ Li Fu Chang	Director	May 12 , 2011
Li Fu Chang
/s/ Li Chwan Hau	Director	May 12 , 2011
Li Chwan Hau
/s/ Hsu Tzu En	Director	May 12 , 2011
Hsu Tzu En

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EX-3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CHINA UNITED INSURANCE SERVICE, INC.

China United Insurance Service, Inc., a corporation organized and exiting under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is China United Insurance Service, Inc.  An original Certificate of Incorporation by China United Insurance Service, Inc. was filed with the Secretary of State on June 4, 2010.  This Amended and Restated Certificate of Incorporation has been duly adopted by the Corporation in accordance with Sections 141, 228, 242 and 245 of the General Corporation Law of the State of Delaware.

2.  The text of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to provide as herein set forth in full.

ARTICLE I

The name of this corporation is China United Insurance Service, Inc.

ARTICLE II

The name and address of the registered office of the corporation in the State of Delaware is Registered Agents Legal Services, LLC, 1220 N. Market Street Suite 806, Wilmington, DE  19801, New Castle County.

ARTICLE III

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law of the State of Delaware.

ARTICLE IV

EX-3.2

BYLAWS

OF

CHINA UNITED INSURANCE SERVICE, INC.

BYLAWS

OF

CHINA UNITED INSURANCE SERVICE, INC.

ARTICLE I — MEETINGS OF STOCKHOLDERS

1.1           Place of Meetings.   Meetings of stockholders of China United Insurance Service, Inc. (the “Company”) shall be held at any place, within or outside the State of Delaware, designated by the Company’s board of directors (the “Board”).  The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “DGCL”).  In the absence of any such designation or determination, stockholders’ meetings shall be held at the Company’s principal executive office.

1.2           Annual Meeting.   An annual meeting of stockholders shall be held for the election of directors at such date and time as may be designated by resolution of the Board of Directors from time to time.  Any other proper business may be transacted at the annual meeting.  The Company shall not be required to hold an annual meeting of stockholders provided that (i) the stockholders are permitted to act by written consent under the Company’s certificate of incorporation and these bylaws, (ii) the stockholders take action by written consent to elect directors and (iii) the stockholders unanimously consent to such action or, if such consent is less than unanimous, all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

1.3           Special Meeting.   A special meeting of the stockholders may be called at any time by the Board, chairperson of the Board, chief executive officer or president (in the absence of a chief executive officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If any person(s) other than the Board calls a special meeting, the request shall:

 (i)           be in writing;

 (ii)          specify the time of such meeting and the general nature of the business proposed to be transacted; and

(iii)                                be delivered personally or sent by registered mail or by facsimile transmission to the chairperson of the Board, the chief executive officer, the president (in the absence of a chief executive officer) or the secretary of the Company.

The officer(s) receiving the request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with the provisions of Sections 1.4 and 1.5 of these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting.  No business may be transacted at such special meeting other than the business specified in such notice to stockholders.  Nothing contained in this paragraph of this Section 1.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.

1.4           Notice of Stockholders’ Meetings.  All notices of meetings of stockholders shall be sent or otherwise given in accordance with either Section 1.5 or Section 7.1 of these bylaws not less than 10 or more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.  The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

1.5           Manner of Giving Notice; Affidavit of Notice.  Notice of any meeting of stockholders shall be given:

 (i)           if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the Company’s records; or

 (ii)          if electronically transmitted as provided in Section 7.1 of these bylaws.

An affidavit of the secretary or an assistant secretary of the Company or of the transfer agent or any other agent of the Company that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

1.6           Quorum. Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum.  If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.

1.7           Adjourned Meeting; Notice.  Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of the adjourned meeting if the time, place if any thereof, and the means of remote communications if any by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken.  At the continuation of the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

1.8           Conduct of Business.  Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his or her absence by the Vice Chairman of the Board, if any, or in his or her absence by the President, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board of Directors, or in the absence of such designation by a chairperson chosen at the meeting.  The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.  The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

1.9           Voting.  The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 1.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided in the certificate of incorporation or these bylaws, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting.  At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect.  All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these bylaws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock entitled to vote thereon which are present in person or represented by proxy at the meeting.

1.10         Stockholder Action by Written Consent Without a Meeting.  Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company as provided in Section 228 of the DGCL.  In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

1.11         Record Date for Stockholder Notice; Voting; Giving Consents. In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date:

(i) in the case of determination of stockholders entitled to notice of or to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting;

(ii) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors; and

(iii) in the case of determination of stockholders for any other action, shall not be more than sixty days prior to such other action.

If no record date is fixed by the Board of Directors:

(i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

(ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and

(iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting..

1.12         Proxies.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL.

1.13         List of Stockholders Entitled to Vote.  The officer who has charge of the stock ledger of the Company shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  The Company shall not be required to include electronic mail addresses or other electronic contact information on such list.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting:  (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Company’s principal executive office.  In the event that the Company determines to make the list available on an electronic network, the Company may take reasonable steps to ensure that such information is available only to stockholders of the Company.  If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.  Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

ARTICLE II — DIRECTORS

2.1           Powers.  Subject to the provisions of the DGCL and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the Company shall be managed and all corporate powers shall be exercised by or under the direction of the Board.

2.2           Number of Directors.  The number of directors shall be determined from time to time by resolution of the Board, provided the Board shall consist of at least one member.  No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

2.3           Election, Qualification and Term of Office of Directors. Except as provided in Section 2.4 of these bylaws, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting.  Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws.  The certificate of incorporation or these bylaws may prescribe other qualifications for directors.  Each director, including a director elected to fill a vacancy, shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

2.4           Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Company.  When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this Section in the filling of other vacancies.

Unless otherwise provided in the certificate of incorporation or these bylaws:

(i)           Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

(ii)          Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

If at any time, by reason of death or resignation or other cause, the Company should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.

2.5           Place of Meetings; Meetings by Telephone.  The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

2.6           Regular Meetings.  Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

2.7           Special Meetings; Notice.

Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the president, the secretary or any two directors.

Notice of the time and place of special meetings shall be:

(i)           delivered personally by hand, by courier or by telephone;

(ii)          sent by United States first-class mail, postage prepaid;

(iii)         sent by facsimile; or

(iv)         sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Company’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting.  If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting.  Any oral notice may be communicated to the director.  The notice need not specify the place of the meeting (if the meeting is to be held at the Company’s principal executive office) nor the purpose of the meeting.

2.8           Quorum. At all meetings of the Board, a majority of the total number of directors shall constitute a quorum for the transaction of business.  The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws.  If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

2.9           Board Action by Written Consent Without a Meeting.  Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

2.10         Fees and Compensation of Directors.  Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors.

2.11         Approval of Loans to Officers.  The Company may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Company or of its subsidiary, including any officer or employee who is a director of the Company or its subsidiary, whenever, in the judgment of the Board, such loan, guaranty or assistance may reasonably be expected to benefit the Company.  The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board shall approve, including, without limitation, a pledge of shares of stock of the Company.

2.12         Removal of Directors. Unless otherwise restricted by statute, the certificate of incorporation or these bylaws, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE III — COMMITTEES

3.1           Committees of Directors.  The Board may designate one or more committees, each committee to consist of one or more of the directors of the Company.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Company,

3.2           Committee Minutes.  Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

3.3           Meetings and Action of Committees.  Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

 (i)          Section 2.5 (place of meetings and meetings by telephone);

 (ii)         Section 2.6 (regular meetings);

 (iii)        Section 2.7 (special meetings and notice);

 (iv)        Section 2.8 (quorum);

 (v)         Section 6.10 (waiver of notice); and

 (vi)        Section 2.9 (action without a meeting)

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members.   However:

 (i)           the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

 (ii)          special meetings of committees may also be called by resolution of the Board; and

 (iii)         notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee.  The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE IV — OFFICERS

4.1           Officers.  The officers of the Company shall be a president and a secretary.  The Company may also have, at the discretion of the Board, a chairperson of the Board, a vice chairperson of the Board, a chief executive officer, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws.  Any number of offices may be held by the same person.

4.2           Appointment of Officers.  The Board shall appoint the officers of the Company, except such officers as may be appointed in accordance with the provisions of Sections 4.3 and 4.5 of these bylaws, subject to the rights, if any, of an officer under any contract of employment.

4.3           Subordinate Officers.  The Board may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the Company may require.  Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

4.4           Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Company.  Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice.  Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

4.5           Vacancies in Offices.  Any vacancy occurring in any office of the Company shall be filled by the Board or as provided in Section 4.2.

4.6           Representation of Shares of Other Corporations.  The chairperson of the Board, the president, any vice president, the treasurer, the secretary or assistant secretary of the Company, or any other person authorized by the Board or the president or a vice president, is authorized to vote, represent, and exercise on behalf of the Company all rights incident to any and all shares of any other corporation or corporations standing in the name of the Company.  The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

4.7           Authority and Duties of Officers.  All officers of the Company shall respectively have such authority and perform such duties in the management of the business of the Company as may be designated from time to time by the Board or the stockholders and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

ARTICLE V — RECORDS AND REPORTS

5.1           Maintenance and Inspection of Records. The Company shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books, and other records.

Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Company’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom.  A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder.  In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent so to act on behalf of the stockholder.  The demand under oath shall be directed to the Company at its registered office in Delaware or at its principal executive office.

5.2           Inspection by Directors.  Any director shall have the right to examine the Company’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director.  The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought.  The Court may summarily order the Company to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom.  The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

5.3           Annual Report.  The Company shall cause an annual report to be sent to the stockholders of the Company to the extent required by applicable law.  If and so long as there are fewer than 100 holders of record of the Company’s shares, the requirement of sending of an annual report to the stockholders of the Company is expressly waived (to the extent permitted under applicable law).

ARTICLE VI — GENERAL MATTERS

6.1           Stock Certificates; Partly Paid Shares. The shares of the Company shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Company.  Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Company by the chairperson or vice-chairperson of the Board, or the president or vice-president, and by the treasureror an assistant treasurer, or the secretary or an assistant secretary of the Company representing the number of shares registered in certificate form.  Any or all of the signatures on the certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

The Company may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor.  Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the Company in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated.  Upon the declaration of any dividend on fully paid shares, the Company shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

6.2           Special Designation on Certificates.  If the Company is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Company shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Company shall issue to represent such class or series of stock a statement that the Company will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

6.3           Lost Certificates.  Except as provided in this Section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Company and cancelled at the same time.  The Company may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

6.4           Construction; Definitions.  Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws.  Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

6.5           Dividends.  The Board, subject to any restrictions contained in either (i) the DGCL, or (ii) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock.  Dividends may be paid in cash, in property, or in shares of the Company’s capital stock.

The Board may set apart out of any of the funds of the Company available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Company, and meeting contingencies.

6.6           Fiscal Year.  The fiscal year of the Company shall be fixed by resolution of the Board and may be changed by the Board.

6.7           Seal.  The Company may adopt a corporate seal, which shall be adopted and which may be altered by the Board.  The Company may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

6.8           Stock Transfer Agreements.  The Company shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

6.9           Registered Stockholders. The Company:

 (i)           shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

 (ii)          shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

 (iii)         shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

6.10         Waiver of Notice.  Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

ARTICLE VII — NOTICE BY ELECTRONIC TRANSMISSION

7.1           Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the Company under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given.  Any such consent shall be revocable by the stockholder by written notice to the Company.  Any such consent shall be deemed revoked if:

 (i)           the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent; and

 (ii)          such inability becomes known to the secretary or an assistant secretary of the Company or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

 (iii)         if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

 (iv)         if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

 (v)         if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

 (vi)         if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Company that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

7.2           Definition of Electronic Transmission.  An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

7.3           Inapplicability.  Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL.

ARTICLE VIII — INDEMNIFICATION

8.1           Indemnification of Directors and Officers.  The Company shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any director or officer of the Company who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.  The Company shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board.

8.2           Indemnification of Others. The Company shall have the power to indemnify and hold harmless, to the extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the Company who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.

8.3           Prepayment of Expenses. The Company shall pay the expenses incurred by any officer or director of the Company, and may pay the expenses incurred by any employee or agent of the Company, in defending any Proceeding in advance of its final disposition; provided, however, that the payment of expenses incurred by a person in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article VIII or otherwise.

8.4           Determination; Claim.  If a claim for indemnification or payment of expenses under this Article VIII is not paid in full within sixty days after a written claim therefor has been received by the Company the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim.  In any such action the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

8.5           Non-Exclusivity of Rights. The rights conferred on any person by this Article VIII shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

8.6           Insurance. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of the DGCL.

8.7           Other Indemnification.  The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

8.8           Amendment or Repeal.  Any repeal or modification of the foregoing provisions of this Article VIII shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE IX — AMENDMENTS

These bylaws may be adopted, amended or repealed by the stockholders entitled to vote.  However, the Company may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors.  The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

CHINA UNITED INSURANCE SERVICE, INC.

CERTIFICATE OF ADOPTION OF BYLAWS

Certificate by Secretary of Adoption of Bylaws

The undersigned hereby certifies that [he] is the duly elected, qualified and acting Secretary of China United Insurance Service, Inc., a Delaware corporation, and that the foregoing bylaws, comprising fifteen (15), pages were adopted as the Company’s bylaws on January 28, 2011 by the Company’s Board of Directors.

The undersigned has executed this Certificate as of January, 2011.

/s/ Lee Shu-Fen

LEE SHU-FEN, Secretary

EX-5.1

THE CRONE LAW GROUP

101 Montgomery Street, Suite 2650

San Francisco, CA 94105

phone: 415 955-8900

fax: 415 955-8910

May 12, 2011

China United Insurance Service, Inc.

Building 4F, Hesheng Plaza No. 26 Yousheng S Rd.

Jinshui District, Zhengzhou, Henan

People’s Republic of China

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

We are acting as counsel for China United Insurance Service, Inc., a Delaware corporation (the “Company”) in connection with the registration under the Securities Act of 1933, as amended, of 1,000,000 shares (the “Registrable Shares”) of the Company’s Common Stock, $0.00001 par value per share. The Registrable Shares are to be offered and sold by certain securityholders of the Company (the “Selling Securityholders”) pursuant to a Registration Statement on Form S-1 relating to the Registrable Shares (such Registration Statement, as it may be amended from time to time, is herein referred to as the “Registration Statement”).

We have examined instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the originals of all documents submitted to us as copies and (c) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

Based upon the foregoing and subject to the following, we are of the opinion that the Registrable Shares are duly authorized, validly issued, fully paid and non-assessable.

Members of our firm are admitted to the bar in the State of California, and we express no opinion as to any matter relating to laws of any jurisdiction other than the federal laws of the United States of America and the General Corporation Law of the State of Delaware (the “DGCL”), as such are in effect on the date hereof, and we have made no inquiry into, and we express no opinion as to, the statutes, regulations, treaties, common laws or other laws of any other nation, state or jurisdiction. We are not licensed to practice law in the State of Delaware and, accordingly, our opinions as to the DGCL are based solely on a review of the official statutes of the State of Delaware and the reported judicial decisions interpreting such statutes.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement and the Prospectus included therein. In giving such consent, we do not believe that we are “experts” within the meaning of such term as used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,

/s/ The Crone Law Group

EX-10.1

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

CHINA UNITED INSURANCE SERVICE, INC.

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (“Agreement”) is made as Jan. 17th, 2011 by and between China United Insurance Service, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A (together, the “Purchasers,” each, a “Purchaser”).

AGREEMENT

WHEREAS on September 20, 2010 the Purchasers collectively invested $300,000 (the “Capital Contribution”) into the capital account of [Zhengzhou Zhonglian Hengfu Consulting Co., Ltd.] (“WOFE”) in the amounts indicated on Schedule A;

WHEREAS WOFE is a consolidated affiliate controlled by the Company;

WHEREAS the Company agreed, at the time of the Capital Contribution, to issue 20,000,000 shares of the Company’s common stock $0.00001 per share (the “ Common Stock”), to the Purchasers in the amounts designated in Schedule A (the “Shares”) as consideration for the Capital Contribution (the “Shares”);

WHEREAS the Company and the Purchasers desire to memorialize the purchase of the Shares, and issue the share certificates representing the Shares to the Purchasers.

It is agreed as follows:

1. PURCHASE AND SALE OF SHARES.

1.1 Purchase and Sale.  In consideration for the Capital Contribution previously received and in reliance upon the representations and warranties of the Company and Purchasers contained herein and subject to the terms and conditions set forth herein, at the Closing, the Company shall issue the Shares to the Purchasers in the share amounts indicated on Schedule A.

2. CLOSING.

2.1 Date and Time.  The closing of the sale of Shares contemplated by this Agreement (the “Closing”) with respect to each Purchaser shall occur upon satisfaction of the conditions set forth in Sections 2.2.1 and 2.3.1.   The obligations of the Company and each Purchaser shall not be conditioned on the satisfaction of the conditions set forth in Section 2.2.1 by any other Purchaser.

2.2 Deliveries by Purchaser.  The Purchaser shall deliver the following at the Closing:

2.2.1 an executed copy of this Agreement.

2.3 Deliveries by Company.  As soon as practicable after closing, the Company will deliver the following to the Purchasers:

2.3.1 an executed copy of this Agreement.

2.3.2  share certificates representing the Shares purchased by such Purchaser, with each such Share being in definitive form and registered in the name of the Purchasers set forth in Schedule A.  Any instructions for registration of the Shares in a name other than that of the Purchaser shall require such registered owner to affirm the Purchaser’s warranties and representations and covenants set forth herein.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

As a material inducement to the Purchasers to enter into this Agreement, the Company represents and warrants that the following statements are true and correct in all material respects as of the date hereof and will be true and correct in all material respects at Closing, except as expressly qualified or modified herein.

3.1 Organization and Good Standing.  The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into and perform its obligations under this Agreement.

3.2 Validity of Transactions.  This Agreement, and each document executed and delivered by the Company in connection with the transactions contemplated by this Agreement, have been duly authorized, executed and delivered by the Company and is each the valid and legally binding obligation of the Company.

3.3 Valid Issuance of Shares.  The Shares that are being issued to Purchasers hereunder, when issued, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer, other than restrictions on transfer under this Agreement and under applicable federal and state securities laws, and will be free of all other liens and adverse claims.

3.4 No Violation.  The execution, delivery and performance of this Agreement will not violate any law or any order of any court or government agency applicable to the Company, as the case may be, or the Articles of Incorporation or Bylaws of the Company.

3.5    Stop Transfer.  The Company shall refuse to register any transfer of the Shares not made in accordance with Regulation S, pursuant to registration under the 1933 Act, or pursuant to an exemption from registration under the 1933 Act.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

Each Purchaser hereby represents, warrants and covenants with the Company as follows:

4.1 Capacity.  The Purchaser has the requisite capacity to enter into this Agreement, to purchase the Shares hereunder, and to carry out and perform its obligations under the terms of this Agreement.

4.2 Due Execution.  This Agreement has been duly executed and delivered by the Purchaser, and, upon due execution and delivery by the Company, this Agreement will be valid and binding agreement of the Purchaser.

4.3 Access to Information.  The Purchaser has been given full and complete access to the Company for the purpose of obtaining such information as the Purchaser or its qualified representative has reasonably requested in connection with the decision to purchase the Shares.  The Purchaser has been afforded the opportunity to ask questions of the officers of the Company regarding its business prospects and the Shares, all as the Purchaser or its qualified representative have found necessary to make an informed investment decision to purchase the Shares.

4.4 No 1933 Act Registration.  The Purchaser has been advised that the Shares have not been registered under the 1933 Act or applicable state securities laws and that the Shares are being offered and sold pursuant to Regulation S under the 1933 Act and that the Company’s reliance upon Regulation S is predicated in part on the Purchaser’s representations as contained herein.

4.5 Investment Intent.  The Purchaser is acquiring the Shares for the Purchaser’s own account, not as a nominee or agent, for investment and not with a view to or for resale in connection with any distribution or public offering thereof within the meaning of the 1933 Act, except pursuant to an effective registration statement under the 1933 Act and the Purchaser has no present intent of selling or otherwise distributing the Shares, except in compliance with applicable securities laws.

4.6 Non U.S. Person.  The Purchaser hereby certifies that he is not a U.S. Person (as defined in Regulation S) and is not acquiring the Shares for the account or benefit of any U.S. Person.  At the time of the origination of contact concerning this Agreement, and at the date of execution and delivery of this Agreement, the Purchaser was outside the United States, its territories and possessions.

4.7 Transfer Restrictions.  The Purchaser shall not attempt to have registered any transfer of the Shares not made in accordance with the provisions of Regulation S.  In addition to any other restrictions on transfer set forth in this Agreement, the Purchaser agrees to transfer the Shares only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, and in accordance with any applicable state securities laws, and not to engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act. Unless so registered or exempt therefrom, such transfer restrictions shall include but not be limited to, and the Purchaser certifies to the following:

(i) The Purchaser shall not sell the Shares publicly or privately, or through any short sale, or other hedging transaction to any U.S. Person, whether directly or indirectly, or for the account or benefit of any such U.S. Person for the restricted period mandated by Regulation S after the purchase of the Shares unless registered or exempt from registration;

(ii) The Purchaser shall not engage in any hedging transactions with respect with the Company’s shares unless in compliance with the Securities Act.

(iii) Any other offer or sale of the Shares shall be made only if (A) during the restricted period any subsequent purchaser certifies in writing that it is not a U.S. Person and is not acquiring the Shares for the account or benefit of any U.S.  Person, or (B) after the restricted period the Shares are purchased in a transaction that did not require registration under the Securities Act and applicable Blue Sky laws; and

(iv) Any transferee of the Shares who acquires the Shares during the Regulation S restricted period shall agree in writing to resell the Shares only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.

4.8 Directed Selling Efforts.  Neither the Purchaser, its affiliates or any person acting on behalf of the Purchaser or any such affiliates has engaged, or will engage, in any Directed Selling Efforts (as defined in Regulation S under 1933 Act) with respect to the Shares or any distribution, as that term is used in the definition of Distributor in Regulation S under the 1933 Act, with respect to the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares.

4.9 No Solicitation.  Neither the Company nor any person acting on its behalf made to the Purchaser or any person acting on its behalf in the United States any statement conveying a purpose or intent to sell the Shares to the Purchaser.  The Purchaser was outside the United States, its territories, and possessions at the time of the execution of this Agreement.

4.10 No Market Conditioning.  Neither the Purchaser, any affiliate of the Purchaser, nor any person acting on their behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Shares.

4.11 No Scheme.  The transactions contemplated by this Agreement:

(a)           have not been pre-arranged with a purchaser located in the United States, its territories or possessions, or who is a U.S. Person; and

(b)           are not part of a plan or scheme to evade the registration provisions of the 1933 Act.

4.12 No Nominee.  The Purchaser is purchasing the Shares for its own account for the purpose of investment and not (A) with a view to, or for sale in connection with, any distribution thereof, or (B) for the account of or on behalf of any U.S. Person.

4.13 No Groups.  The Purchaser is not an entity or group that has been formed principally for the purpose of investing in securities not registered under the 1933 Act.

4.14 Legend.  The Purchaser understands that the Shares have not been registered under the 1933 Act and may not be transferred or resold except pursuant to an effective registration statement or exemption from registration and each certificate representing the Shares will be endorsed with the following legend:

“THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”

“TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

4.15 Stop Transfer.  The Purchaser agrees that the Company shall refuse to register any transfer of the Shares not made in accordance with Regulation S, pursuant to registration under the 1933 Act, or pursuant to an exemption from registration under the 1933 Act, and that the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing the Shares.

4.16 Economic Risk.  The Purchaser can bear the economic risk of an investment in the Shares, including the total loss of such investment.

4.17 Suitability.  The Purchaser believes, in light of the information provided in this Agreement, the purchase of the Shares pursuant to the terms of this agreement is an appropriate and suitable investment for the Purchaser.

4.18 Investment Knowledge and Experience.  The Purchaser is experienced and knowledgeable in financial and business matters, capable of evaluating the merits and risks of purchasing the securities offered herein by the Company.

4.19 Non-Contravention.  The purchase of the Shares by the Purchaser does not contravene any of the applicable securities legislation in the jurisdiction in which the Purchaser resides and does not trigger:  (i) any obligation to prepare and file a prospectus or similar document or any other report with respect to the purchase, or (ii) any registration requirement or other securities compliance obligation on the part of the Company.

5. MISCELLANEOUS.

5.1 Governing Law.  This Agreement shall be governed by and construed under the laws of the State of Delaware.

5.2 Successors and Assigns.  Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto.

5.3 Entire Agreement.  This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants, or agreements except as specifically set forth herein or therein.  Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.

5.4 Notices.  All notices and other communications required or permitted hereunder shall be in writing and shall be effective when delivered personally, or sent by telex or telecopier (with receipt confirmed), provided that a copy is mailed by registered mail, return receipt requested, or when received by the addressee, if sent by Express Mail, Federal Express or other express delivery service (receipt requested) in each case to the appropriate address set forth below:

If to the Company:	China United Insurance Service, Inc.
	[Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan]
If to the Purchaser:	Appropriate address identified in Schedule A.

5.5 Faxes and Counterparts.  This Agreement may be executed in one or more counterparts.  Delivery of an executed counterpart of the Agreement by facsimile transmission shall be equally as effective as delivery of an executed hard copy of the same.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above

THE PURCHASERS:

Yi-Hsiao Mao

Name: Yi-Hsiao Mao

Shu-Fen Lee

Name: Shu-Fen Lee

Li Chien Mao

Name: Li Chien Mao

Yu-Lang Chen

Name: Yu-Lang Chen

Yon Chin Shin

Name: Yon Chin Shin

Ling-Fen Ma

Name: Ling-Fen Ma

Hui-Hsien Chso

Name: Hui-Hsien Chso

Ming-Na Chuang

Name: Ming-Na Chuang

Wen-Ti Tu

Name: Wen-Ti Tu

Wen-Che Shen

Name: Wen-Che Shen

Tung-Chi Hsieh

Name: Tung-Chi Hsieh

Te-Yun Chiang

Name: Te-Yun Chiang

Li-Hsun Chin

Name: Li-Hsun Chin

Chwan-Hau Li

Name: Chwan-Hau Li

Shiu-Fang Tsai

Name: Shui-Fang Tsai

Yueh-Hsia Chiu

Name: Yueh-Hsia Chiu

Ya-Ting Chen

Name: Ya-Ting Chen

Li-Ching Liu

Name: Li-Ching Liu

Hsiang-Lin Li

Name: Hsiang-Lin Li

Yueh-Ping Szu

Name: Yueh-Ping Szu

Chung-Mei Lo

Name: Chung-Mei Lo

Shu-Ching Liu

Name: Shu-Ching Liu

Po-Tuan Hsiao

Name: Po-Tuan Hsiao

Tung-Lin u

Name: Tung-Lin u

Chu-Ying Tseng

Name: Chu-Ying Tseng

Wen-Hsuan Liu

Name: Wen-Hsuan Liu

Chia-Tzu Liu

Name: Chia-Tzu Liu

Fu-Chang Li 

Name: Fu-Chang Li

Hsueh-Heng Chen

Name: Hsueh-Heng Chen

CHUNG-HSI HUANG

Name: CHUNG-HSI HUANG

I-Fa Chang

Name: I-Fa Chang

CHANG, KUNG-HSIUNG

Name: CHANG, KUNG-HSIUNG

SHIH-KUANG LUE

Name: SHIH-KUANG LUE

HAI-LUNG HUANG

Name: HAI-LUNG HUANG

Zheng Yang

Name: Zheng Yang

Shi Wen

Name: Shi Wen

Yuejiao Zhao

Name: Yuejiao Zhao

Tzu-En Hsu

Name: Tzu-En Hsu

Jui-Yuan Yen

Name: Jui-Yuan Yen

Yuan-Fu Chang

Name: Yuan-Fu Chang

Lipei Zhang

Name: Lipei Zhang

Jianhua Tang

Name: Jianhua Tang

Zhongxiang Zeng

Name: Zhongxiang Zeng

Pi-Hui Chang

Name: Pi-Hui Chang

THE COMPANY: CHINA UNITED INSURANCE SERVICE, INC.
By:	MAO, YI-HSIAO
Name:	MAO, YI-HSIAO
	Chief Executive Office

EX-10.2

Exclusive Business Cooperation Agreement

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on Jan.17th, 2011 in Zhengzhou, the People’s Republic of China (“China” or the “PRC”).

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.

Address: Building 5G, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan

Party B: Henan  Law Anhou Insurance Agency Co., Ltd.

Address: Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan

Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.

Whereas:

1. Party A is a wholly foreign owned enterprise established in China, and has a team of professionals specialized in insurance technology, risk consultation, appraisal management, finance, taxation and has experience in management of enterprise organization and operation planning;

2. Party B is an insurance agency firm duly incorporated under PRC laws and the relevant regulations of the China Insurance Regulatory Commission, specialized in insurance agency and insurance consulting services (the “Principal Business”);

3. Party A is willing to provide Party B with technical support, consulting services and other commercial services on exclusive basis in relation to the Principal Business during the term of this Agreement, utilizing its advantages in technology, human resources and information, and Party B is willing to accept such services provided by Party A or Party A's designee(s), each on the terms set forth herein.

Now, therefore, through mutual discussion, the Parties have reached the following agreements:

1. Services Provided by Party A

1.1 Party B hereby appoints Party A as Party B's exclusive services provider to provide Party B with complete technical support, business support and related consulting services during the term of this Agreement, in accordance with the terms and conditions of this Agreement, which may include all necessary services related to the Principal Business of Party B, details of which are set forth in the Annex A attached hereto.

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1.2 Party B agrees to accept all the consultations and services provided by Party A. Party B further agrees that unless with Party A's prior written consent, during the term of this Agreement, Party B shall not directly or indirectly accept the same or any similar consultations and/or services provided by any third party and shall not establish similar cooperation relationship with any third party regarding the matters contemplated by this Agreement. Party A may appoint other parties, who may enter into certain agreements described in Section 1.3 with Party B, to provide Party B with the consultations and/or services under this Agreement.

1.3 Service Providing Methodology

1.3.1 Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into further technical service agreements or consulting service agreements with Party A or any other party designated by Party A, which shall provide the specific contents, manner, personnel, and fees for the specific technical services and consulting services.

1.3.2 To fulfill this Agreement, Party A and Party B agree that Party A can provide relevant equipments to Party B for Party B’s use for the purpose of providing services to Party B.

2. The Calculation, Payment and Adjustment of the Service Fees

2.1 Both Parties agree that the service fees under this Agreement (the “Service Fee”) is calculated and paid in the manner as set forth in the Annex B attached hereto.

2.2 Both Parties agree that to the extent that Party B requests Party A to provide any services beyond those listed in the Annex A, both Parties shall negotiate in good faith for the amount of the additional service fee corresponding to the extra services requested, depending on the specific service contents and market conditions.

2.3 Depending on the market condition and business development of Party B, the Parties may review and adjust the specific service contents as well as the calculation and payment terms of the Service Fee on an annual basis through mutual agreement.

3. Intellectual Property Rights and Confidentiality Clauses

3.1 Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.

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3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.

4. Representations and Warranties

4.1 Party A hereby represents and warrants as follows:

4.1.1 Party A is a wholly owned foreign enterprise legally registered and validly existing in accordance with the laws of PRC.

4.1.2 Party A has taken all necessary corporate actions, obtained all necessary authorization and consent and approval from third parties and government agencies (if any) for the execution, delivery and performance of this Agreement. Party A’s execution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party A.

4.1.3 This Agreement constitutes Party A's legal, valid and binding obligations, enforceable in accordance with its terms.

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4.2 Party B hereby represents and warrants as follows:

4.2.1 Party B is a company legally registered and validly existing in accordance with the laws of PRC and has obtained the relevant permit and license for engaging in the Principal Business in a timely manner.

4.2.2 Party B has taken all necessary corporate actions, obtained all necessary authorization and consent and approval from third parties and government agencies (if any) for the execution, delivery and performance of this Agreement. Party B’s execution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party B.

4.2.3 This Agreement constitutes Party B's legal, valid and binding obligations, and shall be enforceable against it.

5. Effectiveness and Term

5.1 This Agreement is executed on the date first above written and shall take effect as of such date. Unless earlier terminated in accordance with the provisions of this Agreement or relevant agreements separately executed between the Parties, the term of this Agreement shall be 10 years. Subsequent to the execution of this Agreement, both Parties shall review this Agreement on an annual basis to determine whether to amend or supplement the provisions in this Agreement based on the actual circumstances at that time.

5.2 The term of this Agreement may be extended if confirmed in writing by Party A prior to the expiration thereof. The extended term shall be determined by Party A, and Party B shall accept such extended term unconditionally.

6. Termination

6.1 Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date of expiration hereof.

6.2 During the term of this Agreement, unless Party A commits gross negligence, or a fraudulent act, against Party B, Party B may not terminate this Agreement prior to its expiration date. Nevertheless, Party A shall have the right to terminate this Agreement upon giving 30 days' prior written notice to Party B at any time.

6.3 The rights and obligations of the Parties under Articles 3, 7 and 8 shall survive the termination of this Agreement.

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7. Governing Law and Resolution of Disputes

7.1 The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of PRC.

7.2 In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on the Parties.

7.3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

8. Indemnification

Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the consultations and services provided by Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A.

9. Notices

9.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

9.1.1 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for receiving notices in this Article 9.

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9.1.2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

9.2 For the purpose of notices, the addresses of the Parties are as follows:

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co.,Ltd.

Address:  Building 5G, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan

Attn:  MAO, YI-HSIAO

Tel: +86371-60277673

PartyB: Henan Law Anhou Insurance Agency Co., Ltd.

Address:  Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan

Attn: LI, FU-CHANG

Facsimile:  +86371-63976529

9.3 Any Party may at any time change its address for notices by a notice delivered to the other Party in accordance with the terms hereof.

10. Assignment

10.1 Without Party A's prior written consent, Party B may not assign its rights and obligations under this Agreement to any third party.

10.2 Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party upon a prior written notice to Party B but without the consent of Party B.

11. Severability

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any aspect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

12. Amendments and Supplements

Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed by the Parties and that relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.

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13. Counterparts

This Agreement is executed in two copies, each Party having one copy with equal legal validity.

[SIGNATURE PAGE FOLLOW]

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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Business Cooperation Agreement as of the date first above written.

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.

By:	MAO, YI-HSIAO
Name:	MAO, YI-HSIAO
Title:	Legal Representative

Party B: Henan Law Anhou Insurance Agency Co., Ltd.

By:	LI FU-CHANG
Name:	LI FU-CHANG
Title:	Legal Representative

[Signature Page to Exclusive Business Cooperation Agreement]

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Annex A

Scope of Services

(1) Insurance premium internal control management;

(2) Insurance risk assessment and consultation;

(3) Insurance customer resources and customer relationship management;

(4) Staff training;

(5) Finance and taxation consultation;

(6) License of the software necessary to Party B’s Principal Business, which Party A has legal right;

(7) Provision of plan of operation and solution related to information technology/management necessary to Party B’s Principal Business;

(8) Daily operation, maintenance and update of the hardware and database or software;

(9) Development, maintenance and update of the software necessary to Party B’s Principal Business;

(10) Assistance in collection of technology information or industry research;

(11) Consultancy services related to marketing and management of assets (including but not limited to tangible assets and intangible assets such as trademarks, technology, goodwill and public relation);

(12) Corporate image design and promotion;

(13) Consultancy services related to management of human resource and internal administration;

(14) Provision of consultancy services and other business and operation related to consultancy services; and

(15) Other services provided from time to time as required by Party B.

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Annex B

Calculation of Service Fee

Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay Party A fees (the “Service Fees”) equal to 90% of the net income of Party B, which equals the balance of the gross income less the costs of Party B acceptable to the Parties (the “Net Income”). The Service Fees shall be due and payable on a quarterly basis. Within 30 days after the end of the corresponding quarter, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such quarter, including the Net Income of Party B during such quarter (the “Quarterly Net Income”), and (b) pay 90% of such Quarterly Net Income to Party A (each suchpayment, a “Quarterly Payment”). Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the aggregate net income of Party B for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Quarterly Payments paid by Party B to Party A in such fiscal year. Party A and Party B further agree that, according to the actual cooperation between Party A and Party B and the revenue and expenditure situation of Party B, the Parties may adjust the calculation ratio of the Service Fees provided herein through mutual agreement, and Party A is entitled to determine, in its sole discretion, whether to permit Party B to defer the payment of part or all of the Service Fees under certain particular circumstances.

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EX-10.3

Share Pledge Agreement

This Share Pledge Agreement (this "Agreement") has been executed by and among the following parties on Jan.17th, 2011in Zhengzhou, the People’s Republic of China (“China” or the “PRC”):

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd. (hereinafter "Pledgee")

Address: Building  5G,  Hesheng  Plaza,  No.  26  Yousheng  South  Road,  Jinshui District, Zhengzhou, Henan

Party B: Zhu Shuqin (hereinafter "Pledgor")

ID No.: 320624196609117168

Party C: Henan Law Anhou Insurance Agency Co., Ltd.

Address: Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan.

In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

Whereas:

1. Pledgor is a citizen of China, and holds 80% of the equity interest in Party C. Party C is a limited liability company registered in China engaging in insurance agency and insurance consulting services. Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge;

2. Pledgee is a wholly foreign owned enterprise registered in China. Pledgee and Party C, partially owned by Pledgor, have executed an Exclusive Business Cooperation Agreement on Jan.17th, 2011; and

3. To ensure that Party C fully performs their obligations under the Exclusive Business Cooperation Agreement and pay the consulting and service fees thereunder to Pledgee when the same becomes due, Pledgor hereby pledges to Pledgee all of the equity interest she holds in Party C as security for payment of the consulting and service fees by Party C under the Exclusive Business Cooperation Agreement.

To perform the provisions of the Exclusive Business Cooperation Agreement, the Parties have mutually agreed to execute this Agreement upon the following terms.

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1. Definitions

Unless otherwise provided herein, the terms below shall have the following meanings:

1.1 Pledge shall refer to the security interest granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest.

1.2 Equity Interest shall refer to all of the lawful equity interest now held and hereafter acquired by Pledgor in Party C.

1.3 Term of Pledge shall refer to the term set forth in Section 3.2 of this Agreement.

1.4 Exclusive Business Cooperation Agreement shall refer to the Exclusive Business Cooperation Agreement executed by and between Party C and Pledgee on Jan.17th, 2011.

1.5 Event of Default shall refer to any of the circumstances set forth in Article 7 of this Agreement.

1.6 Notice of Default shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.

2. The Pledge

As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all the payments due by Party C, including, without limitation the consulting and services fees payable to Pledgee under the Exclusive Business Cooperation Agreement, Pledgor hereby pledges to Pledgee a first security interest in all of Pledgor's right, title and interest, whether now owned or hereafter acquired by Pledgor, in the Equity Interest of Party C.

3. Term of Pledge

3.1 The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein has been registered with relevant administration for industry and commerce (the “AIC”). The Pledge shall be continuously valid until all payments due under the Exclusive Business Cooperation Agreement have been repaid by Party C or its subsidiaries. Pledgor and Party C shall (1) register the Pledge in the shareholders' register of Party C within 3 business days following the execution of this Agreement, and (2) submit this Agreement or other form of the Agreement as required to the relevant AIC for application of the registration of the Pledge of the Equity Interest contemplated herein within 60 business days following the execution of this Agreement. Pledgor and Party C shall submit all necessary documents and complete all necessary procedures, as required by the PRC laws and regulations and the relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered with the AIC as soon as possible after filing.

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3.2 During the Term of Pledge, in the event Party C fails to pay the exclusive consulting or service fees in accordance with the Exclusive Business Cooperation Agreement, Pledgee shall have the right, but not the obligation, to dispose of the Pledge in accordance with the provisions of this Agreement.

4. Custody of Records for Equity Interest subject to Pledge

4.1 During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee's custody the capital contribution certificate for the Equity Interest and the shareholders' register containing the Pledge within one week from the execution of this Agreement. Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement.

4.2 Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge.

5. Representations and Warranties of Pledgor

5.1 Pledgor is the sole legal and beneficial owner of the Equity Interest.

5.2 Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.

5.3 Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.

6. Covenants and Further Agreements of Pledgor

6.1 Pledgor hereby covenants to Pledgee, that during the term of this Agreement, Pledgor shall:

6.1.1 not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, without the prior written consent of Pledgee, except for the performance of the Exclusive Option Agreement executed by Pledgor, Pledgee and Party C;

6.1.2 comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee's reasonable request or upon consent of Pledgee;

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6.1.3 promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee's rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.

6.2 Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings.

6.3 To protect or perfect the security interest granted by this Agreement for payment of the consulting and service fees under the Exclusive Business Cooperation Agreement, Pledgor hereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee. Pledgor also undertakes to perform and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons). Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee.

6.4 Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom.

7. Event of Breach

7.1 The following circumstances shall be deemed Event of Default:

7.1.1 Party C fails to pay in full any of the consulting and service fees payable under the Exclusive Business Cooperation Agreement or breaches any other obligations of Party C thereunder;

7.1.2 Any representation or warranty by Pledgor in Article 5 of this Agreement contains material misrepresentations or errors, and/or Pledgor violates any of the warranties in Article 5 of this Agreement;

7.1.3 Pledgor and Party C fail to register the Pledge in the shareholders' register of Party C or to complete Pledge registration stipulated in Section 3.1;

7.1.4 Pledgor or Party C breach any provisions of this Agreement;

7.1.5 Except as expressly stipulated in Section 6.1.1, Pledgor transfers or purports to transfer or abandons the Equity Interest pledged or assigns the Equity Interest pledged without the prior written consent of Pledgee;

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7.1.6 Any of Pledgor's own loans, guarantees, indemnifications, promises or other debt liabilities to any third party or parties (1) become subject to a demand of early repayment or performance due to default on the part of Pledgor; or (2) become due but are not capable of being repaid or performed in a timely manner;

7.1.7 Any approval, license, permit or authorization of government agencies that makes this Agreement enforceable, legal and effective is withdrawn, terminated, invalidated or substantively changed;

7.1.8 The promulgation of applicable laws renders this Agreement illegal or renders it impossible for Pledgor to continue to perform its obligations under this Agreement;

7.1.9 Adverse changes in properties owned by Pledgor, which lead Pledgee to believe that that Pledgor's ability to perform its obligations under this Agreement has been affected;

7.1.10 The successor or custodian of Party C is capable of only partially perform or refuses to perform the payment obligations under the Exclusive Business Cooperation Agreement;

7.1.11 Any other circumstances occur where Pledgee is or may become unable to exercise its right with respect to the Pledge.

7.2 Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly.

7.3 Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee's satisfaction, Pledgee may issue a Notice of Default to Pledgor in writing upon the occurrence of the Event of Default or at any time thereafter and demand that Pledgor immediately pay all outstanding payments due under the Exclusive Business Cooperation Agreement and all other payments due to Pledgee, and/or dispose of the Pledge in accordance with the provisions of Article 8 of this Agreement.

8. Exercise of Pledge

8.1 Prior to the full payment of the consulting and service fees described in the Exclusive Business Cooperation Agreement, without Pledgee's written consent, Pledgor shall not assign the Pledge or the Equity Interest in Party C.

8.2 Pledgee shall issue a Notice of Default to Pledgor when exercising the Pledge.

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8.3 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge concurrently with the issuance of the Notice of Default in accordance with Section 8.2 or at any time after the issuance of the Notice of Default.

8.4 In the event of default, Pledgee is entitled to dispose of the Equity Interest pledged, to the extent permitted and in accordance with applicable laws, without obligation to account to Pledgor for proceeds of disposition and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee. Likewise, under such circumstance Pledgor shall have no obligation to Pledgee for any deficiency remaining after such disposition of the Equity Interest pledged.

8.5 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

9. Assignment

9.1 Without Pledgee's prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.

9.2 This Agreement shall be binding on Pledgor, Pledgee and their respective successors and permitted assigns.

9.3 At any time, Pledgee may assign any and all of its rights and obligations under the Exclusive Business Cooperation Agreement to its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When Pledgee assigns the rights and obligations under the Business Cooperation Agreement, upon Pledgee's request, Pledgor shall execute relevant agreements or other documents relating to such assignment.

9.4 In the event of a change in Pledgee due to an assignment, Pledgor shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement.

9.5 Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Exclusive Option Agreement and the Power of Attorney, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee.

10. Termination

Upon the full payment of the consulting and service fees under the Exclusive Business Cooperation Agreement, and upon termination of Party C’s obligations under the Exclusive Business Cooperation Agreement, this Agreement shall be terminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable.

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11. Handling Fees and Other Expenses

All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by Party C.

12. Confidentiality

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

13. Governing Law and Resolution of Disputes

13.1 The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of PRC.

13.2 In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

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13.3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

14. Notices

14.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

14.1.1 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.

14.1.2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

14.2 For the purpose of notices, the addresses of the Parties are as follows:

Party A:    Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.

Address: Building 5G, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan

Attn: MAO, YI-HSIAO

Facsimile: [ ]

Party B:    Zhu Shuqin

Address: Rm. 603, Building 11, North Hugui Garden, Chongchuan Dist., Nantong, Jiangsu Province.

Facsimile: [ ]

Party C:    Henan Law Anhou Insurance Agency Co., Ltd.

Address: Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan

Attn: LI, FU-CHANG

Facsimile: +86371-63976529

14.3 Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

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15. Severability

In the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

16. Effectiveness

16.1 Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties.

16.2 This Agreement is executed in three copies. Each of Pledgor, Pledgee and Party C shall hold one copy with equal validity.

16.3 This Agreement constitutes the entire agreement between the Parties hereto, and supersedes all prior discussions, negotiations and agreements among them, with respect to the subject matter of this Agreement.

[SIGNATURE PAGE FOLLOW]

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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Share Pledge Agreement as of the date first above written.

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.
By:	MAO, YI-HSIAO
Name:	MAO, YI-HSIAO
Title:	Legal Representative
Party B: Zhu Shuqin ()
By:
Party C: Henan Law Anhou Insurance Agency Co., Ltd.
By:	LI FU-CHANG
Name:	LI FU-CHANG
Title:	Legal Representative

[Signature Page to Share Pledge Agreement]

EX-10.4

Share Pledge Agreement

This Share Pledge Agreement (this "Agreement") has been executed by and among the following parties on Jan. 17th, 2011 in Zhengzhou, the People’s Republic of China (“China” or the “PRC”):

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd. (hereinafter "Pledgee")

Address: Building 5G, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan

Party B: Wei Qun (hereinafter "Pledgor")

ID No.:  340111196908187021

PartyC: Henan Law Anhou Insurance Agency Co., Ltd.

Address: Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan.

In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

Whereas:

1. Pledgor is a citizen of China, and holds 4.5% of the equity interest in Party C. Party C is a limited liability company registered in China engaging in insurance agency and insurance consulting services. Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge;

2. Pledgee is a wholly foreign owned enterprise registered in China. Pledgee and Party C, partially owned by Pledgor, have executed an Exclusive Business Cooperation Agreement on Jan. 17th, 2011; and

3. To ensure that Party C fully performs their obligations under the Exclusive Business Cooperation Agreement and pay the consulting and service fees thereunder to Pledgee when the same becomes due, Pledgor hereby pledges to Pledgee all of the equity interest she holds in Party C as security for payment of the consulting and service fees by Party C under the Exclusive Business Cooperation Agreement.

To perform the provisions of the Exclusive Business Cooperation Agreement, the Parties have mutually agreed to execute this Agreement upon the following terms.

1. Definitions

Unless otherwise provided herein, the terms below shall have the following meanings:

1.1 Pledge shall refer to the security interest granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest.

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1.2 Equity Interest shall refer to all of the lawful equity interest now held and hereafter acquired by Pledgor in Party C.

1.3 Term of Pledge shall refer to the term set forth in Section 3.2 of this Agreement.

1.4 Exclusive Business Cooperation Agreement shall refer to the Exclusive Business Cooperation Agreement executed by and between Party C and Pledgee on Jan. 17th, 2011.

1.5 Event of Default shall refer to any of the circumstances set forth in Article 7 of this Agreement.

1.6 Notice of Default shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.

2. The Pledge

As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all the payments due by Party C, including, without limitation the consulting and services fees payable to Pledgee under the Exclusive Business Cooperation Agreement, Pledgor hereby pledges to Pledgee a first security interest in all of Pledgor's right, title and interest, whether now owned or hereafter acquired by Pledgor, in the Equity Interest of Party C.

3. Term of Pledge

3.1 The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein has been registered with relevant administration for industry and commerce (the “AIC”). The Pledge shall be continuously valid until all payments due under the Exclusive Business Cooperation Agreement have been repaid by Party C or its subsidiaries. Pledgor and Party C shall (1) register the Pledge in the shareholders' register of Party C within 3 business days following the execution of this Agreement, and (2) submit this Agreement or other form of the Agreement as required to the relevant AIC for application of the registration of the Pledge of the Equity Interest contemplated herein within 60 business days following the execution of this Agreement. Pledgor and Party C shall submit all necessary documents and complete all necessary procedures, as required by the PRC laws and regulations and the relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered with the AIC as soon as possible after filing.

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3.2 During the Term of Pledge, in the event Party C fails to pay the exclusive consulting or service fees in accordance with the Exclusive Business Cooperation Agreement, Pledgee shall have the right, but not the obligation, to dispose of the Pledge in accordance with the provisions of this Agreement.

4. Custody of Records for Equity Interest subject to Pledge

4.1 During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee's custody the capital contribution certificate for the Equity Interest and the shareholders' register containing the Pledge within one week from the execution of this Agreement. Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement.

4.2 Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge.

5. Representations and Warranties of Pledgor

5.1 Pledgor is the sole legal and beneficial owner of the Equity Interest.

5.2 Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.

5.3 Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.

6. Covenants and Further Agreements of Pledgor

6.1 Pledgor hereby covenants to Pledgee, that during the term of this Agreement, Pledgor shall:

6.1.1 not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, without the prior written consent of Pledgee, except for the performance of the Exclusive Option Agreement executed by Pledgor, Pledgee and Party C;

6.1.2 comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee's reasonable request or upon consent of Pledgee;

6.1.3 promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee's rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.

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6.2 Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings.

6.3 To protect or perfect the security interest granted by this Agreement for payment of the consulting and service fees under the Exclusive Business Cooperation Agreement, Pledgor hereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee. Pledgor also undertakes to perform and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons). Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee.

6.4 Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom.

7. Event of Breach

7.1 The following circumstances shall be deemed Event of Default:

7.1.1 Party C fails to pay in full any of the consulting and service fees payable under the Exclusive Business Cooperation Agreement or breaches any other obligations of Party C thereunder;

7.1.2 Any representation or warranty by Pledgor in Article 5 of this Agreement contains material misrepresentations or errors, and/or Pledgor violates any of the warranties in Article 5 of this Agreement;

7.1.3 Pledgor and Party C fail to register the Pledge in the shareholders' register of Party C or to complete Pledge registration stipulated in Section 3.1;

7.1.4 Pledgor or Party C breach any provisions of this Agreement;

7.1.5 Except as expressly stipulated in Section 6.1.1, Pledgor transfers or purports to transfer or abandons the Equity Interest pledged or assigns the Equity Interest pledged without the prior written consent of Pledgee;

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7.1.6 Any of Pledgor's own loans, guarantees, indemnifications, promises or other debt liabilities to any third party or parties (1) become subject to a demand of early repayment or performance due to default on the part of Pledgor; or (2) become due but are not capable of being repaid or performed in a timely manner;

7.1.7 Any approval, license, permit or authorization of government agencies that makes this Agreement enforceable, legal and effective is withdrawn, terminated, invalidated or substantively changed;

7.1.8 The promulgation of applicable laws renders this Agreement illegal or renders it impossible for Pledgor to continue to perform its obligations under this Agreement;

7.1.9 Adverse changes in properties owned by Pledgor, which lead Pledgee to believe that that Pledgor's ability to perform its obligations under this Agreement has been affected;

7.1.10 The successor or custodian of Party C is capable of only partially perform or refuses to perform the payment obligations under the Exclusive Business Cooperation Agreement;

7.1.11 Any other circumstances occur where Pledgee is or may become unable to exercise its right with respect to the Pledge.

7.2 Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly.

7.3 Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee's satisfaction, Pledgee may issue a Notice of Default to Pledgor in writing upon the occurrence of the Event of Default or at any time thereafter and demand that Pledgor immediately pay all outstanding payments due under the Exclusive Business Cooperation Agreement and all other payments due to Pledgee, and/or dispose of the Pledge in accordance with the provisions of Article 8 of this Agreement.

8. Exercise of Pledge

8.1 Prior to the full payment of the consulting and service fees described in the Exclusive Business Cooperation Agreement, without Pledgee's written consent, Pledgor shall not assign the Pledge or the Equity Interest in Party C.

8.2 Pledgee shall issue a Notice of Default to Pledgor when exercising the Pledge.

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8.3 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge concurrently with the issuance of the Notice of Default in accordance with Section 8.2 or at any time after the issuance of the Notice of Default.

8.4 In the event of default, Pledgee is entitled to dispose of the Equity Interest pledged, to the extent permitted and in accordance with applicable laws, without obligation to account to Pledgor for proceeds of disposition and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee. Likewise, under such circumstance Pledgor shall have no obligation to Pledgee for any deficiency remaining after such disposition of the Equity Interest pledged.

8.5 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

9. Assignment

9.1 Without Pledgee's prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.

9.2 This Agreement shall be binding on Pledgor, Pledgee and their respective successors and permitted assigns.

9.3 At any time, Pledgee may assign any and all of its rights and obligations under the Exclusive Business Cooperation Agreement to its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When Pledgee assigns the rights and obligations under the Business Cooperation Agreement, upon Pledgee's request, Pledgor shall execute relevant agreements or other documents relating to such assignment.

9.4 In the event of a change in Pledgee due to an assignment, Pledgor shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement.

9.5 Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Exclusive Option Agreement and the Power of Attorney, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee.

10. Termination

Upon the full payment of the consulting and service fees under the Exclusive Business Cooperation Agreement, and upon termination of Party C’s obligations under the Exclusive Business Cooperation Agreement, this Agreement shall be terminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable.

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11. Handling Fees and Other Expenses

All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by Party C.

12. Confidentiality

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

13. Governing Law and Resolution of Disputes

13.1 The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of PRC.

13.2 In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

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13.3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

14. Notices

14.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

14.1.1 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.

14.1.2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

14.2 For the purpose of notices, the addresses of the Parties are as follows:

Party A:	Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.
Address:	Building 5G, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan
Attn:	MAO, YI-HSIAO
Facsimile:	[ ]
Party B:	Wei Qun
Address:	No. 404, Building 2, 434 North Fuyang Rd., Luyang Dist., Hefei, Anhui Province.
Facsimile:	[ ]
Party C:	Henan Law Anhou Insurance Agency Co., Ltd.
Address:	Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan
Attn:	LI, FU-CHANG
Facsimile:	+86371-63976529

14.3 Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

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15. Severability

In the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

16. Effectiveness

16.1 Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties.

16.2 This Agreement is executed in three copies. Each of Pledgor, Pledgee and Party C shall hold one copy with equal validity.

16.4 This Agreement constitutes the entire agreement between the Parties hereto, and supersedes all prior discussions, negotiations and agreements among them, with respect to the subject matter of this Agreement.

[SIGNATURE PAGE FOLLOW]

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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Share Pledge Agreement as of the date first above written.

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.
By:	MAO, YI-HSIAO
Name: MAO, YI-HSIAO
Title: Legal Representative
Party B: Wei Qun ()
By:
Party C: Henan Law Anhou Insurance Agency Co., Ltd.
By:	LI FU-CHANG
Name: LI FU-CHANG
Title: Legal Representative

[Signature Page to Share Pledge Agreement]

EX-10.5

Share Pledge Agreement

This Share Pledge Agreement (this "Agreement") has been executed by and among the following parties on Jan.17th, 2011 in Zhengzhou, the People’s Republic of China (“China” or the “PRC”):

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd. (hereinafter "Pledgee")

Address: Building 5G, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan

Party B: Fang Qunlei (hereinafter "Pledgor")

ID No.: 420103197002083247

Party C: Henan Law Anhou Insurance Agency Co., Ltd.

Address: Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan.

In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

Whereas:

1. Pledgor is a citizen of China, and holds 4.5% of the equity interest in Party C. Party C is a limited liability company registered in China engaging in insurance agency and insurance consulting services. Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge;

2. Pledgee is a wholly foreign owned enterprise registered in China. Pledgee and Party C, partially owned by Pledgor, have executed an Exclusive Business Cooperation Agreement on Jan.17th, 2011; and

3. To ensure that Party C fully performs their obligations under the Exclusive Business Cooperation Agreement and pay the consulting and service fees thereunder to Pledgee when the same becomes due, Pledgor hereby pledges to Pledgee all of the equity interest she holds in Party C as security for payment of the consulting and service fees by Party C under the Exclusive Business Cooperation Agreement.

To perform the provisions of the Exclusive Business Cooperation Agreement, the Parties have mutually agreed to execute this Agreement upon the following terms.

1. Definitions

Unless otherwise provided herein, the terms below shall have the following meanings:

1.1 Pledge shall refer to the security interest granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest.

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1.2 Equity Interest shall refer to all of the lawful equity interest now held and hereafter acquired by Pledgor in Party C.

1.3 Term of Pledge shall refer to the term set forth in Section 3.2 of this Agreement.

1.4 Exclusive Business Cooperation Agreement shall refer to the Exclusive Business Cooperation Agreement executed by and between Party C and Pledgee on Jan.17th, 2011.

1.5 Event of Default shall refer to any of the circumstances set forth in Article 7 of this Agreement.

1.6 Notice of Default shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.

2. The Pledge

As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all the payments due by Party C, including, without limitation the consulting and services fees payable to Pledgee under the Exclusive Business Cooperation Agreement, Pledgor hereby pledges to Pledgee a first security interest in all of Pledgor's right, title and interest, whether now owned or hereafter acquired by Pledgor, in the Equity Interest of Party C.

3. Term of Pledge

3.1 The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein has been registered with relevant administration for industry and commerce (the “AIC”). The Pledge shall be continuously valid until all payments due under the Exclusive Business Cooperation Agreement have been repaid by Party C or its subsidiaries. Pledgor and Party C shall (1) register the Pledge in the shareholders' register of Party C within 3 business days following the execution of this Agreement, and (2) submit this Agreement or other form of the Agreement as required to the relevant AIC for application of the registration of the Pledge of the Equity Interest contemplated herein within 60 business days following the execution of this Agreement. Pledgor and Party C shall submit all necessary documents and complete all necessary procedures, as required by the PRC laws and regulations and the relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered with the AIC as soon as possible after filing.

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3.2 During the Term of Pledge, in the event Party C fails to pay the exclusive consulting or service fees in accordance with the Exclusive Business Cooperation Agreement, Pledgee shall have the right, but not the obligation, to dispose of the Pledge in accordance with the provisions of this Agreement.

4. Custody of Records for Equity Interest subject to Pledge

4.1 During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee's custody the capital contribution certificate for the Equity Interest and the shareholders' register containing the Pledge within one week from the execution of this Agreement. Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement.

4.2 Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge.

5. Representations and Warranties of Pledgor

5.1 Pledgor is the sole legal and beneficial owner of the Equity Interest.

5.2 Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.

5.3 Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.

6. Covenants and Further Agreements of Pledgor

6.1 Pledgor hereby covenants to Pledgee, that during the term of this Agreement, Pledgor shall:

6.1.1 not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, without the prior written consent of Pledgee, except for the performance of the Exclusive Option Agreement executed by Pledgor, Pledgee and Party C;

6.1.2 comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee's reasonable request or upon consent of Pledgee;

6.1.3 promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee's rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.

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6.2 Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings.

6.3 To protect or perfect the security interest granted by this Agreement for payment of the consulting and service fees under the Exclusive Business Cooperation Agreement, Pledgor hereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee. Pledgor also undertakes to perform and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons). Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee.

6.4 Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom.

7. Event of Breach

7.1 The following circumstances shall be deemed Event of Default:

7.1.1 Party C fails to pay in full any of the consulting and service fees payable under the Exclusive Business Cooperation Agreement or breaches any other obligations of Party C thereunder;

7.1.2 Any representation or warranty by Pledgor in Article 5 of this Agreement contains material misrepresentations or errors, and/or Pledgor violates any of the warranties in Article 5 of this Agreement;

7.1.3 Pledgor and Party C fail to register the Pledge in the shareholders' register of Party C or to complete Pledge registration stipulated in Section 3.1;

7.1.4 Pledgor or Party C breach any provisions of this Agreement;

7.1.5 Except as expressly stipulated in Section 6.1.1, Pledgor transfers or purports to transfer or abandons the Equity Interest pledged or assigns the Equity Interest pledged without the prior written consent of Pledgee;

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7.1.6 Any of Pledgor's own loans, guarantees, indemnifications, promises or other debt liabilities to any third party or parties (1) become subject to a demand of early repayment or performance due to default on the part of Pledgor; or (2) become due but are not capable of being repaid or performed in a timely manner;

7.1.7 Any approval, license, permit or authorization of government agencies that makes this Agreement enforceable, legal and effective is withdrawn, terminated, invalidated or substantively changed;

7.1.8 The promulgation of applicable laws renders this Agreement illegal or renders it impossible for Pledgor to continue to perform its obligations under this Agreement;

7.1.9 Adverse changes in properties owned by Pledgor, which lead Pledgee to believe that that Pledgor's ability to perform its obligations under this Agreement has been affected;

7.1.10 The successor or custodian of Party C is capable of only partially perform or refuses to perform the payment obligations under the Exclusive Business Cooperation Agreement;

7.1.11 Any other circumstances occur where Pledgee is or may become unable to exercise its right with respect to the Pledge.

7.2 Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly.

7.3 Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee's satisfaction, Pledgee may issue a Notice of Default to Pledgor in writing upon the occurrence of the Event of Default or at any time thereafter and demand that Pledgor immediately pay all outstanding payments due under the Exclusive Business Cooperation Agreement and all other payments due to Pledgee, and/or dispose of the Pledge in accordance with the provisions of Article 8 of this Agreement.

8. Exercise of Pledge

8.1 Prior to the full payment of the consulting and service fees described in the Exclusive Business Cooperation Agreement, without Pledgee's written consent, Pledgor shall not assign the Pledge or the Equity Interest in Party C.

8.2 Pledgee shall issue a Notice of Default to Pledgor when exercising the Pledge.

8.3 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge concurrently with the issuance of the Notice of Default in accordance with Section 8.2 or at any time after the issuance of the Notice of Default.

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8.4 In the event of default, Pledgee is entitled to dispose of the Equity Interest pledged, to the extent permitted and in accordance with applicable laws, without obligation to account to Pledgor for proceeds of disposition and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee. Likewise, under such circumstance Pledgor shall have no obligation to Pledgee for any deficiency remaining after such disposition of the Equity Interest pledged.

8.5 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

9. Assignment

9.1 Without Pledgee's prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.

9.2 This Agreement shall be binding on Pledgor, Pledgee and their respective successors and permitted assigns.

9.3 At any time, Pledgee may assign any and all of its rights and obligations under the Exclusive Business Cooperation Agreement to its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When Pledgee assigns the rights and obligations under the Business Cooperation Agreement, upon Pledgee's request, Pledgor shall execute relevant agreements or other documents relating to such assignment.

9.4 In the event of a change in Pledgee due to an assignment, Pledgor shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement.

9.5 Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Exclusive Option Agreement and the Power of Attorney, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee.

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10. Termination

Upon the full payment of the consulting and service fees under the Exclusive Business Cooperation Agreement, and upon termination of Party C’s obligations under the Exclusive Business Cooperation Agreement, this Agreement shall be terminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable.

11. Handling Fees and Other Expenses

All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by Party C.

12. Confidentiality

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

13. Governing Law and Resolution of Disputes

13.1 The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of PRC.

13.2 In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

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13.3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

14. Notices

14.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

14.1.1 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.

14.1.2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

14.2 For the purpose of notices, the addresses of the Parties are as follows:

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.

Address: Building 5G, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan

Attn: MAO, YI-HSIAO

Facsimile: [ ]

Party B: Fang Qunlei

Address: 1305 Jiefang Ave., Jianghan Dist., Wuhan, Hubei Province.

Facsimile: [ ]

Party C: Henan Law Anhou Insurance Agency Co., Ltd.

Address: Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan

Attn: LI, FU-CHANG

Facsimile: +86371-63976529

14.3 Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

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15. Severability

In the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

16. Effectiveness

16.1 Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties.

16.2 This Agreement is executed in three copies. Each of Pledgor, Pledgee and Party C shall hold one copy with equal validity.

16.4 This Agreement constitutes the entire agreement between the Parties hereto, and supersedes all prior discussions, negotiations and agreements among them, with respect to the subject matter of this Agreement.

[SIGNATURE PAGE FOLLOW]

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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Share Pledge Agreement as of the date first above written

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.

By:	MAO, YI-HSIAO
Name: MAO, YI-HSIAO
Title: Legal Representative

Party B: Fang Qunlei ()

By: 

Party C: Henan Law Anhou Insurance Agency Co., Ltd.

By:	LI FU-CHANG
Name: LI FU-CHANG
Title: Legal Representative

[Signature Page to Share Pledge Agreement]

EX-10.6

Share Pledge Agreement

This Share Pledge Agreement (this "Agreement") has been executed by and among the following parties on Jan.17th, 2011 in Zhengzhou, the People’s Republic of China (“China” or the “PRC”):

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd. (hereinafter "Pledgee")

Address: Building 5G, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan

Party B: Chen Yanxia(hereinafter "Pledgor")

ID No.: 410106196510290026

Party C: Henan Law Anhou Insurance Agency Co., Ltd.

Address: Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan.

In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

Whereas:

1. Pledgor is a citizen of China, and holds 11% of the equity interest in Party C. Party C is a limited liability company registered in China engaging in insurance agency and insurance consulting services. Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge;

2. Pledgee is a wholly foreign owned enterprise registered in China. Pledgee and Party C, partially owned by Pledgor, have executed an Exclusive Business Cooperation Agreement on Jan.17th, 2011 ; and

3. To ensure that Party C fully performs their obligations under the Exclusive Business Cooperation Agreement and pay the consulting and service fees thereunder to Pledgee when the same becomes due, Pledgor hereby pledges to Pledgee all of the equity interest she holds in Party C as security for payment of the consulting and service fees by Party C under the Exclusive Business Cooperation Agreement.

To perform the provisions of the Exclusive Business Cooperation Agreement, the Parties have mutually agreed to execute this Agreement upon the following terms.

1. Definitions

Unless otherwise provided herein, the terms below shall have the following meanings:

1.1 Pledge shall refer to the security interest granted by Pledgor to Pledgee  pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest.

1.2 Equity Interest shall refer to all of the lawful equity interest now held and hereafter acquired by Pledgor in Party C.

1.3 Term of Pledge shall refer to the term set forth in Section 3.2 of this Agreement.

1.4 Exclusive Business Cooperation Agreement shall refer to the Exclusive Business Cooperation Agreement executed by and between Party C and Pledgee on Jan.17th, 2011.

1.5 Event of Default shall refer to any of the circumstances set forth in Article 7 of this Agreement.

1.6 Notice of Default shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.

2. The Pledge

As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all the payments due by Party C, including, without limitation the consulting and services fees payable to Pledgee under the Exclusive Business Cooperation Agreement, Pledgor hereby pledges to Pledgee a first security interest in all of Pledgor's right, title and interest, whether now owned or hereafter acquired by Pledgor, in the Equity Interest of Party C.

3. Term of Pledge

3.1 The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein has been registered with relevant administration for industry and commerce (the “AIC”).  The Pledge shall be continuously valid until all payments due under the Exclusive Business Cooperation Agreement have been repaid by Party C or its subsidiaries.  Pledgor and Party C shall (1) register the Pledge in the shareholders' register of Party C within 3 business days following the execution of this Agreement, and (2) submit this Agreement or other form of the Agreement as required to the relevant AIC for application of the registration of the Pledge of the Equity Interest contemplated herein within 60 business days following the execution of this Agreement. Pledgor and Party C shall submit all necessary documents and complete all necessary procedures, as required by the PRC laws and regulations and the relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered with the AIC as soon as possible after filing.

3.2 During the Term of Pledge, in the event Party C fails to pay the exclusive  consulting or service fees in accordance with the Exclusive Business Cooperation Agreement, Pledgee shall have the right, but not the obligation, to dispose of the Pledge in accordance with the provisions of this Agreement.

4. Custody of Records for Equity Interest subject to Pledge

4.1 During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee's custody the capital contribution certificate for the Equity Interest and the shareholders' register containing the Pledge within one week from the execution of this Agreement. Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement.

4.2 Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge.

5. Representations and Warranties of Pledgor

5.1 Pledgor is the sole legal and beneficial owner of the Equity Interest.

5.2 Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.

5.3 Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.

6. Covenants and Further Agreements of Pledgor

6.1 Pledgor hereby covenants to Pledgee, that during the term of this Agreement, Pledgor shall:

6.1.1 not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, without the prior written consent of Pledgee, except for the performance of the Exclusive Option Agreement executed by Pledgor, Pledgee and Party C;

6.1.2 comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee's reasonable request or upon consent of Pledgee;

6.1.3 promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee's rights to the Equity Interest or  any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.

6.2 Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings.

6.3 To protect or perfect the security interest granted by this Agreement for payment of the consulting and service fees under the Exclusive Business Cooperation Agreement, Pledgor hereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee.  Pledgor also undertakes to perform and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons).  Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee.

6.4 Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom.

7. Event of Breach

7.1 The following circumstances shall be deemed Event of Default:

7.1.1 Party C fails to pay in full any of the consulting and service fees payable under the Exclusive Business Cooperation Agreement or breaches any other obligations of Party C thereunder;

7.1.2 Any representation or warranty by Pledgor in Article 5 of this Agreement contains material misrepresentations or errors, and/or Pledgor violates any of the warranties in Article 5 of this Agreement;

7.1.3 Pledgor and Party C fail to register the Pledge in the shareholders' register of Party C or to complete Pledge registration stipulated in Section 3.1;

7.1.4 Pledgor or Party C breach any provisions of this Agreement;

7.1.5 Except as expressly stipulated in Section 6.1.1, Pledgor transfers or purports to transfer or abandons the Equity Interest pledged or  assigns the Equity Interest pledged without the prior written consent of Pledgee;

7.1.6 Any of Pledgor's own loans, guarantees, indemnifications, promises or other debt liabilities to any third party or parties (1) become subject to a demand of early repayment or performance due to default on the part of Pledgor; or (2) become due but are not capable of being repaid or performed in a timely manner;

7.1.7 Any approval, license, permit or authorization of government agencies that makes this Agreement enforceable, legal and effective is withdrawn, terminated, invalidated or substantively changed;

7.1.8 The promulgation of applicable laws renders this Agreement illegal or renders it impossible for Pledgor to continue to perform its obligations under this Agreement;

7.1.9 Adverse changes in properties owned by Pledgor, which lead Pledgee to believe that that Pledgor's ability to perform its obligations under this Agreement has been affected;

7.1.10 The successor or custodian of Party C is capable of only partially perform or refuses to perform the payment obligations under the Exclusive Business Cooperation Agreement;

7.1.11 Any other circumstances occur where Pledgee is or may become unable to exercise its right with respect to the Pledge.

7.2 Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly.

7.3 Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee's satisfaction, Pledgee may issue a Notice of Default to Pledgor in writing upon the occurrence of the Event of Default or at any time thereafter and demand that Pledgor immediately pay all outstanding payments due under the Exclusive Business Cooperation Agreement and all other payments due to Pledgee, and/or dispose of the Pledge in accordance with the provisions of Article 8 of this Agreement.

8. Exercise of Pledge

8.1 Prior to the full payment of the consulting and service fees described in the Exclusive Business Cooperation Agreement, without Pledgee's written consent, Pledgor shall not assign the Pledge or the Equity Interest in Party C.

8.2 Pledgee shall issue a Notice of Default to Pledgor when exercising the Pledge.

8.3 Subject to the provisions of Section 7.3, Pledgee may exercise the right to  enforce the Pledge concurrently with the issuance of the Notice of Default in accordance with Section 8.2 or at any time after the issuance of the Notice of Default.

8.4 In the event of default, Pledgee is entitled to dispose of the Equity Interest pledged, to the extent permitted and in accordance with applicable laws, without obligation to account to Pledgor for proceeds of disposition and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee. Likewise, under such circumstance Pledgor shall have no obligation to Pledgee for any deficiency remaining after such disposition of the Equity Interest pledged.

8.5 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

9. Assignment

9.1 Without Pledgee's prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.

9.2 This Agreement shall be binding on Pledgor, Pledgee and their respective successors and permitted assigns.

9.3 At any time, Pledgee may assign any and all of its rights and obligations under the Exclusive Business Cooperation Agreement to its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When Pledgee assigns the rights and obligations under the Business Cooperation Agreement, upon Pledgee's request, Pledgor shall execute relevant agreements or other documents relating to such assignment.

9.4 In the event of a change in Pledgee due to an assignment, Pledgor shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement.

9.5 Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Exclusive Option Agreement and the Power of Attorney, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee.

10. Termination

Upon the full payment of the consulting and service fees under the Exclusive Business Cooperation Agreement, and upon termination of Party C’s obligations  under the Exclusive Business Cooperation Agreement, this Agreement shall be terminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable.

11. Handling Fees and Other Expenses

All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by Party C.

12. Confidentiality

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

13. Governing Law and Resolution of Disputes

13.1 The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of PRC.

13.2 In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

13.3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

14. Notices

14.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

14.1.1 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.

14.1.2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

14.2 For the purpose of notices, the addresses of the Parties are as follows:

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.

Address: Building 5G, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan

Attn: MAO, YI-HSIAO

Facsimile: [ ]

Party B: Chen Yanxia

Address: No.4, building 3, Garden 20, West Sijiazhuang St., Jinshui Dist., Zhengzhou, Henan Province.

Facsimile: [ ]

Party C: Henan Law Anhou Insurance Agency Co., Ltd.

Address: Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan

Attn: LI, FU-CHANG

Facsimile: +86371-63976529

14.3 Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

15. Severability

In the event that one or several of the provisions of this Contract are found to be  invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

16. Effectiveness

16.1 Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties.

16.2 This Agreement is executed in three copies. Each of Pledgor, Pledgee and Party C shall hold one copy with equal validity.

16.3 This Agreement constitutes the entire agreement between the Parties hereto, and supersedes all prior discussions, negotiations and agreements among them, with respect to the subject matter of this Agreement.

[SIGNATURE PAGE FOLLOW]

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Share Pledge Agreement as of the date first above written.

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.

By	MAO, YI-HSIAO
Name:	MAO, YI-HSIAO
Title:	Legal Representative

Party B: Chen Yanxia ()

By:

Party C: Henan Law Anhou Insurance Agency Co., Ltd.

By:	LI FU-CHANG
Name:	LI FU-CHANG
Title:	Legal Representative

[Signature Page to Share Pledge Agreement]

EX-10.7

Power of Attorney

I, Zhu Shuqin, a PRC citizen with Chinese Identification Card No.: 320624196609117168, and a holder of 80% of the aggregate registered capital in Henan Law Anhou Insurance Agency Co., Ltd. ("Anhou") ("My Shareholding"), hereby irrevocably authorize Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd., a wholly foreign owned enterprise duly registered under the laws of PRC ("WFOE") to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders' meetings of Anhou; 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of PRC and Anhou's Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative, the director, supervisor, the chief executive officer and other senior management members of Anhou.

Without limiting the generality of the powers granted hereunder, WFOE shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which I am a party.

All the actions associated with My Shareholding conducted by WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WFOE shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or documents by WFOE.

WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent.

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of Anhou.

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WFOE through this Power of Attorney, and shall not exercise such rights by myself.

This Power of Attorney shall become effective upon my execution.

Zhu Shuqin ()
By:
Date: Jan. 17th, 2011

EX-10.8

Power of Attorney

I, Wei Qun, a PRC citizen with Chinese Identification Card No.: 340111196908187021, and a holder of 4.5% of the aggregate registered capital in Henan Law Anhou Insurance Agency Co., Ltd. ("Anhou") ("My Shareholding"), hereby irrevocably authorize Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd., a wholly foreign owned enterprise duly registered under the laws of PRC ("WFOE") to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders' meetings of Anhou; 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of PRC and Anhou's Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative, the director, supervisor, the chief executive officer and other senior management members of Anhou.

Without limiting the generality of the powers granted hereunder, WFOE shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which I am a party.

All the actions associated with My Shareholding conducted by WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WFOE shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or documents by WFOE.

WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent.

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of Anhou.

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WFOE through this Power of Attorney, and shall not exercise such rights by myself.

This Power of Attorney shall become effective upon my execution.

Wei Qun ()
By:
Date:	Jan.17th, 2011

EX-10.9

Power of Attorney

I, Fang Qunlei, a PRC citizen with Chinese Identification Card No.: 420103197002083247, and a holder of 4.5% of the aggregate registered capital in Henan Law Anhou Insurance Agency Co., Ltd. ("Anhou") ("My Shareholding"), hereby irrevocably authorize Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd., a wholly foreign owned enterprise duly registered under the laws of PRC ("WFOE") to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders' meetings of Anhou; 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of PRC and Anhou's Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative, the director, supervisor, the chief executive officer and other senior management members of Anhou.

Without limiting the generality of the powers granted hereunder, WFOE shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which I am a party.

All the actions associated with My Shareholding conducted by WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WFOE shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or documents by WFOE.

WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent.

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of Anhou.

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WFOE through this Power of Attorney, and shall not exercise such rights by myself.

This Power of Attorney shall become effective upon my execution.

Fang Qunlei ( )
By:
Date: Jan.17th, 2011

EX-10.1

Power of Attorney

I, Chen Yanxia, a PRC citizen with Chinese Identification Card No.: 410106196510290026, and a holder of 11% of the aggregate registered capital in Henan Law Anhou Insurance Agency Co., Ltd. ("Anhou") ("My Shareholding"), hereby irrevocably authorize Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd., a wholly foreign owned enterprise duly registered under the laws of PRC ("WFOE") to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders' meetings of Anhou; 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of PRC and Anhou's Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative, the director, supervisor, the chief executive officer and other senior management members of Anhou.

Without limiting the generality of the powers granted hereunder, WFOE shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which I am a party.

All the actions associated with My Shareholding conducted by WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WFOE shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or documents by WFOE.

WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent.

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of Anhou.

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WFOE through this Power of Attorney, and shall not exercise such rights by myself.

This Power of Attorney shall become effective upon my execution.

Chen Yanxia ()
By:
Date: Jan.17th, 2011

EX-10.11

Exclusive Option Agreement

This Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of Jan. 17th, 2011 in Zhengzhou, the People’s Republic of China (“China” or the “PRC”):

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd., a wholly foreign owned enterprise duly registered under the laws of PRC with its address at Building 5G, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan;

Party B: Zhu Shuqin, a Chinese citizen with Chinese Identification No.: 320624196609117168; and

Party C: Henan Law Anhou Insurance Agency Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address at Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan.

In this Agreement, each of Party A, Party B and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

Whereas:

1. Party B holds 80% of the equity interest in Party C;

2. Party A and Party C executed an Exclusive Business Cooperation Agreement on Jan. 17th, 2011; and

3. Simultaneously with the execution of this Agreement, Party A also signs certain exclusive option agreements, on terms substantially the same with this Agreement, with Party C’s other shareholders Chen Yanxia, Fang Qunlei and Wei Qun, granting Party A exclusive purchase options regarding their equity interests in Party C pursuant to such exclusive option agreements.

Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:

1. Sale and Purchase of Equity Interest

1.1 Option Granted

In consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a "Designee") to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole in Party A's sole and absolute discretion to the extent permitted by PRC laws and at the price described in Section 1.3 herein (such right being the "Equity Interest Purchase Option"). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party C held by Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term "person" as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

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1.2 Steps for Exercise of Equity Interest Purchase Option

Subject to the provisions of the laws and regulations of PRC, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the "Equity Interest Purchase Option Notice"), specifying: (a) Party A's decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the "Optioned Interests"); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.

1.3 Equity Interest Purchase Price

Unless an appraisal is required by the laws of PRC applicable to the Equity Interest Purchase Option when exercised by Party A, the purchase price of the Optioned Interests (the "Equity Interest Purchase Price") shall be RMB1.00 or lowest price allowed by relevant laws and regulations. If appraisal is required by the laws of PRC when Party A exercises the Equity Interest Purchase Option, the Parties shall negotiate in good faith and based on the appraisal result make necessary adjustment to the Equity Interest Purchase Price so that it complies with any and all then applicable laws of PRC.

1.4 Transfer of Optioned Interests

For each exercise of the Equity Interest Purchase Option:

1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B's transfer of the Optioned Interests to Party A and/or the Designee(s).

1.4.2 Party B shall obtain written statements from the other shareholders of Party B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.

1.4.3 Party B shall execute a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests.

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1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party B's Share Pledge Agreement. "Party B's Share Pledge Agreement" as used in this Section and this Agreement shall refer to the Share Pledge Agreement ("Share Pledge Agreement") executed by and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Cooperration Agreement executed by and between Party A and Party C.

2. Covenants

2.1 Covenants regarding Party C

Party B (as the shareholders of Party C) and Party C hereby covenant as follows:

2.1.1 Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C or its subsidiaries, increase or decrease its registered capital, or change its structure of registered capital in other manners;

2.1.2 They shall maintain Party C's and its subsidiaries’ corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;

2.1.3 Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or its subsidiaries or legal or beneficial interest in the business or revenues of Party C or its subsidiaries, or allow the encumbrance thereon of any security interest;

2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained;

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2.1.5 They shall always operate all of Party C's or its subsidiaries’ businesses during the ordinary course of business to maintain the asset value of Party C or its subsidiaries and refrain from any action/omission that may affect Party C's or its subsidiaries’ operating status and asset value;

2.1.6 Without the prior written consent of Party A, they shall not cause Party C or its subsidiaries to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000 shall be deemed a major contract);

2.1.7 Without the prior written consent of Party A, they shall not cause Party C or its subsidiaries to provide any person with any loan or credit;

2.1.8 They shall provide Party A with information on Party C's or its subsidiaries’ business operations and financial condition at Party A's request;

2.1.9 Without the prior written consent of Party A, they shall not cause or permit Party C or its subsidiaries to merge, consolidate with, acquire or invest in any person;

2.1.10 They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's or its subsidiaries’ assets, business or revenue;

2.1.11 To maintain the ownership by Party C or its subsidiaries of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

2.1.12 Without the prior written consent of Party A, they shall ensure that Party C or its subsidiaries shall not in any manner distribute dividends to its shareholders, provided that upon Party A's written request, Party C shall immediately distribute all distributable profits to its shareholders; and

2.1.13 At the request of Party A, they shall appoint any person designated by Party A as director of Party C or its subsidiaries.

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2.2 Covenants of Party B

Party B hereby covenants as follows:

2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C or its subsidiaries held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party B's Share Pledge Agreement;

2.2.2 Party B shall cause the shareholders' meeting and/or the director of Party C or its subsidiaries not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C or its subsidiaries held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B's Share Pledge Agreement;

2.2.3 Party B shall cause the shareholders' meeting or the director of Party C or its subsidiaries not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A;

2.2.4 Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;

2.2.5 Party B shall cause the shareholders' meeting or the director of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A;

2.2.6 To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

2.2.7 Party B shall appoint any designee of Party A as the director of Party C or its subsidiaries, at the request of Party A;

2.2.8 At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in Party C to Party A's Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement;

2.2.9 Party B irrevocably agrees to the granting by Party C’s other shareholders Zhu Shuqin, Fang Qunlei and Wei Qun of an exclusive purchase option to Party A, and irrevocably waives its preemptive right to such equity to be transferred by Zhu Shuqin, Fang Qunlei and Wei Qun to Party A when Party A exercises its purchase option pursuant to such exclusive option agreements; and

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2.2.10 Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C (or its subsidiaries) and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under Party B’s Share Pledge Agreement among the same parties hereto or under the Power of Attorney granted in favor of Party A, Party B shall not exercise such rights except in accordance with the written instructions of Party A.

3. Representations and Warranties

Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:

3.1 They have the authority to execute and deliver this Agreement and any share transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a "Transfer Contracts"), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;

3.2 The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of PRC; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;

3.3 Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Share Pledge Agreement, Party B has not placed any security interest on such equity interests;

3.4 Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets;

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3.5 Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A.

3.6 Party C has complied with all laws and regulations of PRC applicable to asset acquisitions; and

3.7 There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.

4. Effective Date

This Agreement shall become effective upon the date hereof, and remain effective for a term of 10 years, and may be renewed at Party A's election.

5. Governing Law and Resolution of Disputes

5.1 Governing law

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of PRC. Matters not covered by formally published and publicly available laws of PRC shall be governed by international legal principles and practices.

5.2 Methods of Resolution of Disputes

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

6. Taxes and Fees

Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of PRC in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.

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7. Notices

7.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

7.1.1 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.

7.1.2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

7.2 For the purpose of notices, the addresses of the Parties are as follows:

Party A:	Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.
Address:	Building 5G, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan
Attn:	MAO, YI-HSIAO
Facsimile:	[ ]
Party B:	Zhu Shuqin
Address:	Rm. 603, Building 11, North Hugui Garden, Chongchuan Dist., Nantong, Jiangsu Province.
Facsimile:	[ ]
Party C:	Henan Law Anhou Insurance Agency Co., Ltd.
Address:	Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan
Attn:	LI, FU-CHANG
Facsimile:	+86371-63976529

7.3 Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

8. Confidentiality

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

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9. Further Warranties

The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

10. Miscellaneous

10.1 Amendment, change and supplement

Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.

10.2 Entire agreement

Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.

10.3 Headings

The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.

10.4 Counterparts

This Agreement is executed in three copies, each Party having one copy with equal legal validity.

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10.5 Severability

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

10.6 Successors

This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.

10.8 Survival

10.8.1 Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date of expiration hereof.

10.8.2 The provisions of Articles 5, 7 and 8 shall survive the termination of this Agreement.

10.9 Waivers

Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of such Party. No waiver by any Party under certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach under other circumstances.

10.10 Indemnification

10.10.1 Each Party agrees and acknowledges that any material breach or material non-performance of any section by either Party (the “Breaching Party”) under this Agreement shall constitute a breach of contract under this Agreement (the “Breach”), and the non-breaching Party shall be entitled to request the Breaching Party to cure such Breach or adopt remedial steps within reasonable period. In the event the Breaching Party fails to cure or to adopt remedial steps within the reasonable period or within ten (10) days after written notice of Breach to the Breaching Party by the non-breaching Party, then such non-breaching Party shall be entitled to exercise any of the following remedial methods: (i) to terminate this Agreement and request all liquidated damages; or (ii) to enforce the Breaching Party to perform his obligations under this Agreement and request all liquidated damages as well; or (iii) to convert, auction or sell the pledged equity interests in accordance with the share pledge agreement, and to be compensated on a preferential basis with the conversion, auction or sales price of the pledged equity interests, in addition to request the Breaching Party to bear liquidated damages in connection with the Breach.

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10.10.2 Any right and remedy under this Agreement is cumulative and shall not restrict other rights and remedies under the law.

10.10.3 Notwithstanding other provisions under this Agreement, this Section 10.10 shall survive the suspension or termination of this Agreement.

[SIGNATURE PAGE FOLLOW]

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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date first above written.

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.
By:	MAO, YI-HSIAO
Name: MAO, YI-HSIAO
Title: Legal Representative
Party B: Zhu Shuquin ()
By:
Party C: Henan Law Anhou Insurance Agency Co., Ltd.
By:	LI FU-CHANG
Name: LI FU-CHANG
Title: Legal Representative

[Signature Page to Exclusive Option Agreement]

EX-10.12

 

Exclusive Option Agreement

This Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of Jan.17th, 2011 in Zhengzhou, the People’s Republic of China (“China” or the “PRC”):

Party A : Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd., a wholly foreign owned enterprise duly registered under the laws of PRC with its address at Building 5G, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan;

Party B : Wei Qun, a Chinese citizen with Chinese Identification No.: 340111196908187021; and

Party C : Henan Law Anhou Insurance Agency Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address at Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan.

In this Agreement, each of Party A, Party B and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

Whereas:

1. Party B holds 4.5% of the equity interest in Party C;

2. Party A and Party C executed an Exclusive Business Cooperation Agreement on Jan.17th, 2011; and

3. Simultaneously with the execution of this Agreement, Party A also signs certain exclusive option agreements, on terms substantially the same with this Agreement, with Party C’s other shareholders Zhu Shuqin, Fang Qunlei and Chen Yanxia, granting Party A exclusive purchase options regarding their equity interests in Party C pursuant to such exclusive option agreements.

Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:

1. Sale and Purchase of Equity Interest

1.1 Option Granted

In consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a "Designee") to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole in Party A's sole and absolute discretion to the extent permitted by PRC laws and at the price described in Section 1.3 herein (such right being the "Equity Interest Purchase Option"). Except  for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party C held by Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term "person" as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

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1.2 Steps for Exercise of Equity Interest Purchase Option

Subject to the provisions of the laws and regulations of PRC, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the "Equity Interest Purchase Option Notice"), specifying: (a) Party A's decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the "Optioned Interests"); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.

1.3 Equity Interest Purchase Price

Unless an appraisal is required by the laws of PRC applicable to the Equity Interest Purchase Option when exercised by Party A, the purchase price of the Optioned Interests (the "Equity Interest Purchase Price") shall be RMB1.00 or lowest price allowed by relevant laws and regulations.  If appraisal is required by the laws of PRC when Party A exercises the Equity Interest Purchase Option, the Parties shall negotiate in good faith and based on the appraisal result make necessary adjustment to the Equity Interest Purchase Price so that it complies with any and all then applicable laws of PRC.

1.4 Transfer of Optioned Interests

For each exercise of the Equity Interest Purchase Option:

1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B's transfer of the Optioned Interests to Party A and/or the Designee(s).

1.4.2 Party B shall obtain written statements from the other shareholders of Party B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.

1.4.3 Party B shall execute a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests.

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1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses  and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party B's Share Pledge Agreement. "Party B's Share Pledge Agreement" as used in this Section and this Agreement shall refer to the Share Pledge Agreement ("Share Pledge Agreement") executed by and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Cooperration Agreement executed by and between Party A and Party C.

2. Covenants

2.1 Covenants regarding Party C

Party B (as the shareholders of Party C) and Party C hereby covenant as follows:

2.1.1 Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C or its subsidiaries, increase or decrease its registered capital, or change its structure of registered capital in other manners;

2.1.2 They shall maintain Party C's and its subsidiaries’ corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;

2.1.3 Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or its subsidiaries or legal or beneficial interest in the business or revenues of Party C or its subsidiaries, or allow the encumbrance thereon of any security interest;

2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained;

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2.1.5 They shall always operate all of Party C's or its subsidiaries’ businesses during the ordinary course of business to maintain the asset value of Party C or its subsidiaries and refrain from any action/omission that may affect Party C's or its subsidiaries’ operating status and asset value;

2.1.6 Without the prior written consent of Party A, they shall not cause Party C or its subsidiaries to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000 shall be deemed a major contract);

2.1.7 Without the prior written consent of Party A, they shall not cause Party C or its subsidiaries to provide any person with any loan or credit;

2.1.8 They shall provide Party A with information on Party C's or its subsidiaries’ business operations and financial condition at Party A's request;

2.1.9 Without the prior written consent of Party A, they shall not cause or permit Party C or its subsidiaries to merge, consolidate with, acquire or invest in any person;

2.1.10 They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's or its subsidiaries’ assets, business or revenue;

2.1.11 To maintain the ownership by Party C or its subsidiaries of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

2.1.12 Without the prior written consent of Party A, they shall ensure that Party C or its subsidiaries shall not in any manner distribute dividends to its shareholders, provided that upon Party A's written request, Party C shall immediately distribute all distributable profits to its shareholders; and

2.1.13 At the request of Party A, they shall appoint any person designated by Party A as director of Party C or its subsidiaries.

2.2 Covenants of Party B

Party B hereby covenants as follows:

2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or  beneficial interest in the equity interests in Party C or its subsidiaries held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party B's Share Pledge Agreement;

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2.2.2 Party B shall cause the shareholders' meeting and/or the director of Party C or its subsidiaries not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C or its subsidiaries held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B's Share Pledge Agreement;

2.2.3 Party B shall cause the shareholders' meeting or the director of Party C or its subsidiaries not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A;

2.2.4 Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;

2.2.5 Party B shall cause the shareholders' meeting or the director of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A;

2.2.6 To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

2.2.7 Party B shall appoint any designee of Party A as the director of Party C or its subsidiaries, at the request of Party A;

2.2.8 At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in Party C to Party A's Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement;

2.2.9 Party B irrevocably agrees to the granting by Party C’s other shareholders Zhu Shuqin, Fang Qunlei and Wei Qun of an exclusive purchase option to Party A, and irrevocably waives its preemptive right to such equity to be transferred by Zhu Shuqin, Fang Qunlei and Wei Qun to Party A when Party A exercises its purchase option pursuant to such exclusive option agreements; and

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2.2.10 Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C (or its subsidiaries) and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under Party B’s Share Pledge Agreement among the same parties hereto or under the Power of Attorney granted in favor of Party A, Party B shall not exercise such rights except in accordance with the written instructions of Party A.

3. Representations and Warranties

Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:

3.1 They have the authority to execute and deliver this Agreement and any share transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a "Transfer Contracts"), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;

3.2 The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of PRC; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;

3.3 Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Share Pledge Agreement, Party B has not placed any security interest on such equity interests;

3.4 Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets;

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3.5 Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A.

3.6 Party C has complied with all laws and regulations of PRC applicable to asset acquisitions; and

3.7 There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.

4. Effective Date

This Agreement shall become effective upon the date hereof, and remain effective for a term of 10 years, and may be renewed at Party A's election.

5. Governing Law and Resolution of Disputes

5.1 Governing law

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of PRC. Matters not covered by formally published and publicly available laws of PRC shall be governed by international legal principles and practices.

5.2 Methods of Resolution of Disputes

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

6. Taxes and Fees

Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of PRC in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.

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7. Notices

7.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below.  A confirmation copy of each notice shall also be sent by email.  The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

7.1.1 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.

7.1.2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

7.2 For the purpose of notices, the addresses of the Parties are as follows:

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.

Address: Building 5G, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan

Attn: MAO, YI-HSIAO

Facsimile: [ ]

Party B: Wei Qun

Address: No. 404, Building 2, 434 North Fuyang Rd., Luyang Dist., Hefei, Anhui Province.

Facsimile: [ ]

Party C: Henan Law Anhou Insurance Agency Co., Ltd.

Address: Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan

Attn: LI, FU-CHANG

Facsimile: +86371-63976529

7.3 Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

8. Confidentiality

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be  disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

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9. Further Warranties

The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

10. Miscellaneous

10.1 Amendment, change and supplement

Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.

10.2 Entire agreement

Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.

10.3 Headings

The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.

10.4 Counterparts

This Agreement is executed in three copies, each Party having one copy with equal legal validity.

10.5 Severability

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance  with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

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10.6 Successors

This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.

10.8 Survival

10.8.1 Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date of expiration hereof.

10.8.2 The provisions of Articles 5, 7 and 8 shall survive the termination of this Agreement.

10.9 Waivers

Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of such Party. No waiver by any Party under certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach under other circumstances.

10.10 Indemnification

10.10.1 Each Party agrees and acknowledges that any material breach or material non-performance of any section by either Party (the “Breaching Party”) under this Agreement shall constitute a breach of contract under this Agreement (the “Breach”), and the non-breaching Party shall be entitled to request the Breaching Party to cure such Breach or adopt remedial steps within reasonable period.  In the event the Breaching Party fails to cure or to adopt remedial steps within the reasonable period or within ten (10) days after written notice of Breach to the Breaching Party by the non-breaching Party, then such non-breaching Party shall be entitled to exercise any of the following remedial methods: (i) to terminate this Agreement and request all liquidated damages; or (ii) to enforce the Breaching Party to perform his obligations under this Agreement and request all liquidated damages as well; or (iii) to convert, auction or sell the pledged equity interests in accordance with the share pledge  agreement, and to be compensated on a preferential basis with the conversion, auction or sales price of the pledged equity interests, in addition to request the Breaching Party to bear liquidated damages in connection with the Breach.

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10.10.2 Any right and remedy under this Agreement is cumulative and shall not restrict other rights and remedies under the law.

10.10.3 Notwithstanding other provisions under this Agreement, this Section 10.10 shall survive the suspension or termination of this Agreement.

[SIGNATURE PAGE FOLLOW]

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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date first above written.
 

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.
 

By:	MAO, YI-HSIAO
Name:	MAO, YI-HSIAO
Title:	Legal Representative

Party B: Wei Qun ()

By:       

Party C: Henan Law Anhou Insurance Agency Co., Ltd.

By:	LI FU-CHANG
Name:	LI FU-CHANG
Title:	Legal Representative

[Signature Page to Exclusive Option Agreement]

EX-10.13

Exclusive Option Agreement

This Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of Jan.17th, 2011 in Zhengzhou, the People’s Republic of China (“China” or the “PRC”):

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd., a wholly foreign owned enterprise duly registered under the laws of PRC with its address at Building 5G, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan;

Party B: Fang Qunlei, a Chinese citizen with Chinese Identification No.: 420103197002083247; and

Party C: Henan Law Anhou Insurance Agency Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address at Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan.

In this Agreement, each of Party A, Party B and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

Whereas:

1. Party B holds 4.5% of the equity interest in Party C;

2. Party A and Party C executed an Exclusive Business Cooperation Agreement on Jan.17th, 2011; and

3. Simultaneously with the execution of this Agreement, Party A also signs certain exclusive option agreements, on terms substantially the same with this Agreement, with Party C’s other shareholders Zhu Shuqin, Chen Yanxia and Wei Qun, granting Party A exclusive purchase options regarding their equity interests in Party C pursuant to such exclusive option agreements.

Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:

1. Sale and Purchase of Equity Interest

1.1 Option Granted

In consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a "Designee") to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole in Party A's sole and absolute discretion to the extent permitted by PRC laws and at the price described in Section 1.3 herein (such right being the "Equity Interest Purchase Option"). Except  for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party C held by Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term "person" as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

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1.2 Steps for Exercise of Equity Interest Purchase Option

Subject to the provisions of the laws and regulations of PRC, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the "Equity Interest Purchase Option Notice"), specifying: (a) Party A's decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the "Optioned Interests"); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.

1.3 Equity Interest Purchase Price

Unless an appraisal is required by the laws of PRC applicable to the Equity Interest Purchase Option when exercised by Party A, the purchase price of the Optioned Interests (the "Equity Interest Purchase Price") shall be RMB1.00 or lowest price allowed by relevant laws and regulations.  If appraisal is required by the laws of PRC when Party A exercises the Equity Interest Purchase Option, the Parties shall negotiate in good faith and based on the appraisal result make necessary adjustment to the Equity Interest Purchase Price so that it complies with any and all then applicable laws of PRC.

1.4 Transfer of Optioned Interests

For each exercise of the Equity Interest Purchase Option:

1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B's transfer of the Optioned Interests to Party A and/or the Designee(s).

1.4.2 Party B shall obtain written statements from the other shareholders of Party B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.

1.4.3 Party B shall execute a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests.

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1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party B's Share Pledge Agreement. "Party B's Share Pledge Agreement" as used in this Section and this Agreement shall refer to the Share Pledge Agreement ("Share Pledge Agreement") executed by and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Cooperration Agreement executed by and between Party A and Party C.

2. Covenants

2.1 Covenants regarding Party C

Party B (as the shareholders of Party C) and Party C hereby covenant as follows:

2.1.1 Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C or its subsidiaries, increase or decrease its registered capital, or change its structure of registered capital in other manners;

2.1.2 They shall maintain Party C's and its subsidiaries’ corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;

2.1.3 Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or its subsidiaries or legal or beneficial interest in the business or revenues of Party C or its subsidiaries, or allow the encumbrance thereon of any security interest;

2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained;

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2.1.5 They shall always operate all of Party C's or its subsidiaries’ businesses during the ordinary course of business to maintain the asset value of Party C or its subsidiaries and refrain from any action/omission that may affect Party C's or its subsidiaries’ operating status and asset value;

2.1.6 Without the prior written consent of Party A, they shall not cause Party C or its subsidiaries to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000 shall be deemed a major contract);

2.1.7 Without the prior written consent of Party A, they shall not cause Party C or its subsidiaries to provide any person with any loan or credit;

2.1.8 They shall provide Party A with information on Party C's or its subsidiaries’ business operations and financial condition at Party A's request;

2.1.9 Without the prior written consent of Party A, they shall not cause or permit Party C or its subsidiaries to merge, consolidate with, acquire or invest in any person;

2.1.10 They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's or its subsidiaries’ assets, business or revenue;

2.1.11 To maintain the ownership by Party C or its subsidiaries of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

2.1.12 Without the prior written consent of Party A, they shall ensure that Party C or its subsidiaries shall not in any manner distribute dividends to its shareholders, provided that upon Party A's written request, Party C shall immediately distribute all distributable profits to its shareholders; and

2.1.13 At the request of Party A, they shall appoint any person designated by Party A as director of Party C or its subsidiaries.

2.2 Covenants of Party B

Party B hereby covenants as follows:

2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or  beneficial interest in the equity interests in Party C or its subsidiaries held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party B's Share Pledge Agreement;

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2.2.2 Party B shall cause the shareholders' meeting and/or the director of Party C or its subsidiaries not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C or its subsidiaries held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B's Share Pledge Agreement;

2.2.3 Party B shall cause the shareholders' meeting or the director of Party C or its subsidiaries not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A;

2.2.4 Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;

2.2.5 Party B shall cause the shareholders' meeting or the director of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A;

2.2.6 To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

2.2.7 Party B shall appoint any designee of Party A as the director of Party C or its subsidiaries, at the request of Party A;

2.2.8 At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in Party C to Party A's Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement;

2.2.9 Party B irrevocably agrees to the granting by Party C’s other shareholders Zhu Shuqin, Fang Qunlei and Wei Qun of an exclusive purchase option to Party A, and irrevocably waives its preemptive right to such equity to be transferred by Zhu Shuqin, Fang Qunlei and Wei Qun to Party A when Party A exercises its purchase option pursuant to such exclusive option agreements; and

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2.2.10 Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C (or its subsidiaries) and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under Party B’s Share Pledge Agreement among the same parties hereto or under the Power of Attorney granted in favor of Party A, Party B shall not exercise such rights except in accordance with the written instructions of Party A.

3. Representations and Warranties

Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:

3.1 They have the authority to execute and deliver this Agreement and any share transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a "Transfer Contracts"), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;

3.2 The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of PRC; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;

3.3 Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Share Pledge Agreement, Party B has not placed any security interest on such equity interests;

3.4 Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets;

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3.5 Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A.

3.6 Party C has complied with all laws and regulations of PRC applicable to asset acquisitions; and

3.7 There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.

4. Effective Date

This Agreement shall become effective upon the date hereof, and remain effective for a term of 10 years, and may be renewed at Party A's election.

5. Governing Law and Resolution of Disputes

5.1 Governing law

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of PRC. Matters not covered by formally published and publicly available laws of PRC shall be governed by international legal principles and practices.

5.2 Methods of Resolution of Disputes

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

6. Taxes and Fees

Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of PRC in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.

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7. Notices

7.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below.  A confirmation copy of each notice shall also be sent by email.  The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

7.1.1 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.

7.1.2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

7.2 For the purpose of notices, the addresses of the Parties are as follows:

Party A:	Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.
Address:	Building 5G, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan
Attn:	MAO, YI-HSIAO
Facsimile:	[ ]
Party B:	Fang Qunlei
Address:	1305 Jiefang Ave., Jianghan Dist., Wuhan, Hubei Province.
Facsimile:	[ ]
Party C:	Henan Law Anhou Insurance Agency Co., Ltd.
Address:	Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan
Attn:	LI, FU-CHANG
Facsimile:	+86371-63976529

7.3 Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

8. Confidentiality

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock  exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

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9. Further Warranties

The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

10. Miscellaneous

10.1 Amendment, change and supplement

Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.

10.2 Entire agreement

Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.

10.3 Headings

The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.

10.4 Counterparts

This Agreement is executed in three copies, each Party having one copy with equal legal validity.

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10.5 Severability

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the  remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

10.6 Successors

This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.

10.8 Survival

10.8.1 Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date of expiration hereof.

10.8.2 The provisions of Articles 5, 7 and 8 shall survive the termination of this Agreement.

10.9 Waivers

Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of such Party. No waiver by any Party under certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach under other circumstances.

10.10 Indemnification

10.10.1 Each Party agrees and acknowledges that any material breach or material non-performance of any section by either Party (the “Breaching Party”) under this Agreement shall constitute a breach of contract under this Agreement (the “Breach”), and the non-breaching Party shall be entitled to request the Breaching Party to cure such Breach or adopt remedial steps within reasonable period.  In the event the Breaching Party fails to cure or to adopt remedial steps within the reasonable period or within ten (10) days after written notice of Breach to the Breaching Party by the non-breaching Party, then such non-breaching Party shall be entitled to exercise any of the following remedial methods: (i) to terminate this Agreement and request all liquidated damages; or (ii) to enforce the Breaching Party to perform his obligations under this Agreement and request all liquidated damages as well; or (iii) to convert, auction or sell the pledged equity interests in accordance with the share pledge agreement, and to be compensated on a preferential basis with the  conversion, auction or sales price of the pledged equity interests, in addition to request the Breaching Party to bear liquidated damages in connection with the Breach.

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10.10.2 Any right and remedy under this Agreement is cumulative and shall not restrict other rights and remedies under the law.

10.10.3 Notwithstanding other provisions under this Agreement, this Section 10.10 shall survive the suspension or termination of this Agreement.

[SIGNATURE PAGE FOLLOW]

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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date first above written.

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.
By:	MAO, YI-HSIAO
Name:	MAO, YI-HSIAO
Title:	Legal Representative
Party B: Fang Qunlei  ()
By:
Party C: Henan Law Anhou Insurance Agency Co., Ltd.
By:	LI FU-CHANG
Name:	LI FU-CHANG
Title:	Legal Representative

[Signature Page to Exclusive Option Agreement]

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EX-10.14

Exclusive Option Agreement

This Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of Jan.17th, 2011 in Zhengzhou, the People’s Republic of China (“China” or the “PRC”):

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd., a wholly foreign owned enterprise duly registered under the laws of PRC with its address at Building 5G, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan;

Party B: Chen Yanxia, a Chinese citizen with Chinese Identification No.: 410106196510290026; and

Party C: Henan Law Anhou Insurance Agency Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address at Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan.

In this Agreement, each of Party A, Party B and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

Whereas:

1. Party B holds 11% of the equity interest in Party C;

2. Party A and Party C executed an Exclusive Business Cooperation Agreement on Jan.17th, 2011; and

3. Simultaneously with the execution of this Agreement, Party A also signs certain exclusive option agreements, on terms substantially the same with this Agreement, with Party C’s other shareholders Zhu Shuqin, Fang Qunlei and Wei Qun, granting Party A exclusive purchase options regarding their equity interests in Party C pursuant to such exclusive option agreements.

Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:

1. Sale and Purchase of Equity Interest

1.1 Option Granted

In consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a "Designee") to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole in Party A's sole and absolute discretion to the extent permitted by PRC laws and at the price described in Section 1.3 herein (such right being the "Equity Interest Purchase Option"). Except for Party A and the Designee(s), no other person shall be entitled to the  Equity Interest Purchase Option or other rights with respect to the equity interests of Party C held by Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term "person" as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

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1.2 Steps for Exercise of Equity Interest Purchase Option

Subject to the provisions of the laws and regulations of PRC, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the "Equity Interest Purchase Option Notice"), specifying: (a) Party A's decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the "Optioned Interests"); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.

1.3 Equity Interest Purchase Price

Unless an appraisal is required by the laws of PRC applicable to the Equity Interest Purchase Option when exercised by Party A, the purchase price of the Optioned Interests (the "Equity Interest Purchase Price") shall be RMB1.00 or lowest price allowed by relevant laws and regulations.  If appraisal is required by the laws of PRC when Party A exercises the Equity Interest Purchase Option, the Parties shall negotiate in good faith and based on the appraisal result make necessary adjustment to the Equity Interest Purchase Price so that it complies with any and all then applicable laws of PRC.

1.4 Transfer of Optioned Interests

For each exercise of the Equity Interest Purchase Option:

1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B's transfer of the Optioned Interests to Party A and/or the Designee(s).

1.4.2 Party B shall obtain written statements from the other shareholders of Party B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.

1.4.3 Party B shall execute a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests.

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1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid  ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party B's Share Pledge Agreement. "Party B's Share Pledge Agreement" as used in this Section and this Agreement shall refer to the Share Pledge Agreement ("Share Pledge Agreement") executed by and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Cooperration Agreement executed by and between Party A and Party C.

2. Covenants

2.1 Covenants regarding Party C

Party B (as the shareholders of Party C) and Party C hereby covenant as follows:

2.1.1 Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C or its subsidiaries, increase or decrease its registered capital, or change its structure of registered capital in other manners;

2.1.2 They shall maintain Party C's and its subsidiaries’ corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;

2.1.3 Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or its subsidiaries or legal or beneficial interest in the business or revenues of Party C or its subsidiaries, or allow the encumbrance thereon of any security interest;

2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained;

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2.1.5 They shall always operate all of Party C's or its subsidiaries’ businesses during the ordinary course of business to maintain the asset value of Party C or its subsidiaries and refrain from any action/omission that may affect Party C's or its subsidiaries’ operating status and asset value;

2.1.6 Without the prior written consent of Party A, they shall not cause Party C or its subsidiaries to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB100,000 shall be deemed a major contract);

2.1.7 Without the prior written consent of Party A, they shall not cause Party C or its subsidiaries to provide any person with any loan or credit;

2.1.8 They shall provide Party A with information on Party C's or its subsidiaries’ business operations and financial condition at Party A's request;

2.1.9 Without the prior written consent of Party A, they shall not cause or permit Party C or its subsidiaries to merge, consolidate with, acquire or invest in any person;

2.1.10 They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's or its subsidiaries’ assets, business or revenue;

2.1.11 To maintain the ownership by Party C or its subsidiaries of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

2.1.12 Without the prior written consent of Party A, they shall ensure that Party C or its subsidiaries shall not in any manner distribute dividends to its shareholders, provided that upon Party A's written request, Party C shall immediately distribute all distributable profits to its shareholders; and

2.1.13 At the request of Party A, they shall appoint any person designated by Party A as director of Party C or its subsidiaries.

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2.2 Covenants of Party B

Party B hereby covenants as follows:

2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or  beneficial interest in the equity interests in Party C or its subsidiaries held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party B's Share Pledge Agreement;

2.2.2 Party B shall cause the shareholders' meeting and/or the director of Party C or its subsidiaries not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C or its subsidiaries held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B's Share Pledge Agreement;

2.2.3 Party B shall cause the shareholders' meeting or the director of Party C or its subsidiaries not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A;

2.2.4 Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;

2.2.5 Party B shall cause the shareholders' meeting or the director of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A;

2.2.6 To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

2.2.7 Party B shall appoint any designee of Party A as the director of Party C or its subsidiaries, at the request of Party A;

2.2.8 At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in Party C to Party A's Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement;

2.2.9 Party B irrevocably agrees to the granting by Party C’s other shareholders Zhu Shuqin, Fang Qunlei and Wei Qun of an exclusive purchase option to Party A, and irrevocably waives its preemptive right to such equity to be transferred by Zhu Shuqin, Fang Qunlei and Wei Qun to Party A when Party A exercises its purchase option pursuant to such exclusive option agreements; and

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2.2.10 Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C (or its subsidiaries) and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under Party B’s Share Pledge Agreement among the same parties hereto or under the Power of Attorney granted in favor of Party A, Party B shall not exercise such rights except in accordance with the written instructions of Party A.

3. Representations and Warranties

Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:

3.1 They have the authority to execute and deliver this Agreement and any share transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a "Transfer Contracts"), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;

3.2 The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of PRC; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;

3.3 Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Share Pledge Agreement, Party B has not placed any security interest on such equity interests;

3.4 Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets;

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3.5 Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A.

3.6 Party C has complied with all laws and regulations of PRC applicable to asset acquisitions; and

3.7 There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.

4. Effective Date

This Agreement shall become effective upon the date hereof, and remain effective for a term of 10 years, and may be renewed at Party A's election.

5. Governing Law and Resolution of Disputes

5.1 Governing law

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of PRC. Matters not covered by formally published and publicly available laws of PRC shall be governed by international legal principles and practices.

5.2 Methods of Resolution of Disputes

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

6. Taxes and Fees

Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of PRC in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.

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7. Notices

7.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below.  A confirmation copy of each notice shall also be sent by email.  The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

7.1.1 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.

7.1.2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

7.2 For the purpose of notices, the addresses of the Parties are as follows:

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.

Address: Building 5G, Hesheng Plaza, No. 26 Yousheng South Road,
Jinshui District, Zhengzhou, Henan

Attn: MAO, YI-HSIAO

Facsimile: [ ]

Party B: Chen Yanxia

Address: No.4, building 3, Garden 20, West Sijiazhuang St., Jinshui Dist., Zhengzhou, Henan Province.

Facsimile: [ ]

Party C: Henan Law Anhou Insurance Agency Co., Ltd.

Address: Building 4F, Hesheng Plaza, No. 26 Yousheng South Road,
Jinshui District, Zhengzhou, Henan

Attn: LI, FU-CHANG

Facsimile: +86371-63976529

7.3 Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

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8. Confidentiality

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be  disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

9. Further Warranties

The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

10. Miscellaneous

10.1 Amendment, change and supplement

Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.

10.2 Entire agreement

Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.

10.3 Headings

The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.

10.4 Counterparts

This Agreement is executed in three copies, each Party having one copy with equal legal validity.

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10.5 Severability

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance  with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

10.6 Successors

This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.

10.8 Survival

10.8.1 Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date of expiration hereof.

10.8.2 The provisions of Articles 5, 7 and 8 shall survive the termination of this Agreement.

10.9 Waivers

Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of such Party. No waiver by any Party under certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach under other circumstances.

10.10 Indemnification

10.10.1 Each Party agrees and acknowledges that any material breach or material non-performance of any section by either Party (the “Breaching Party”) under this Agreement shall constitute a breach of contract under this Agreement (the “Breach”), and the non-breaching Party shall be entitled to request the Breaching Party to cure such Breach or adopt remedial steps within reasonable period.  In the event the Breaching Party fails to cure or to adopt remedial steps within the reasonable period or within ten (10) days after written notice of Breach to the Breaching Party by the non-breaching Party, then such non-breaching Party shall be entitled to exercise any of the following remedial methods: (i) to terminate this Agreement and request all liquidated damages; or (ii) to enforce the Breaching Party to perform his obligations under this Agreement and request all liquidated damages as well; or (iii) to convert, auction or sell the pledged equity interests in accordance with the share pledge  agreement, and to be compensated on a preferential basis with the conversion, auction or sales price of the pledged equity interests, in addition to request the Breaching Party to bear liquidated damages in connection with the Breach.

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10.10.2 Any right and remedy under this Agreement is cumulative and shall not restrict other rights and remedies under the law.

10.10.3 Notwithstanding other provisions under this Agreement, this Section 10.10 shall survive the suspension or termination of this Agreement.

[SIGNATURE PAGE FOLLOW]

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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date first above written.

Party A: Zhengzhou Zhonglian Hengfu Business Consulting Co., Ltd.

By:	MAO, YI-HSIAO
Name:	MAO, YI-HSIAO
Title:	Legal Representative

Party B: Chen Yanxia ()

By:

Party C: Henan Law Anhou Insurance Agency Co., Ltd.

By:	LI FU-CHANG
Name:	LI FU-CHANG
Title:	Legal Representative

[Signature Page to Exclusive Option Agreement]

EX-10.15

Share Transfer Agreement

Party A: Allianz China Life Insurance Company Limited

Party B: Zhenzhou Anhou Insurance Agent Company Limited

Given that party A intends to sell 24.9% shares that party A holds in Sichuan Kangzhuang Insurance Agent Limited Liability Company;

Given that party B is separate legal entity, intends to accept share of party A, and takes participation in running existing business of the company;

1. Party A agrees to transfer 24.9% shares, holding in Sichuan Kangzhuang Insurance Agent Limited Liability Company to party B;

2. Party B agrees to accept 24.9% shares party A holds in Sichuan Kangzhuang Insurance Agent Limited Liability Company, from party A;

3. Both board of directors of party A and board of directors of party B have reviewed and issued related resolutions on share transfer;

4. Both party A and party B fully understand respective rights and obligations in this process of share transfer, and agree to transfer shares under laws.

5. In accordance with relevant laws and regulations of People’s Republic of China, and the principle of equality and mutual benefit, party A and party B sign this share transfer agreement through friendly consultation, in order that both parties shall comply with it mutually;

Article I: party A and party B of this agreement
 

1.1 Assignor: Party A: Allianz China Life Insurance Company Limited

Address: No.123, Puming Road, Pudong District, Shanghai City.

Legal representative: Ma Chunguang

Nationality: China

1.2 Assignee: Zhenzhou Anhou Insurance Agent Company Limited

Address: Block F, Floor 4th, Hesheng Building, No.26, Yousheng South Road, Jinshui District, Zhenzhou

Legal representative: Li Fuzhang

Nationality: Taiwan, China

Article II: place for signing this agreement

2.1 Place for signing this agreement is: Area B, Floor 14th, No.57, Dongyu Street, Jinjiang District, Chengdu, Sichuan
 

Article III: Object for transfer and price

3.1 Party A transfers 24.9% shares holding in Sichuan Kangzhuang Insurance Agent Limited Liability Company to party B;

3.2 Party B agrees to accept above share transfer;

3.3 Party A and party B unanimously determine that price of above share transfer is RMB132,623 (in figures: 132,623 yuan);

3.4 Party A guarantees that shares that are transferred to party B have completely independent rights, do not set up any pledge, and are not involved in any dispute and lawsuit.

Article IV: Transfer payment

4.1 party B shall pay the specified transfer payment to party A in full under this agreement, Within 10 days after the day when this agreement comes into force,

4.2 Transfer payment that party B pays shall be deposited into the bank account that party A designates.

Article V: Registration procedure of modification for above share transfer shall be completed within 60 days after the day when this agreement comes into force.

Article VI: Rights and obligations of party A and party B

6.1 When this transfer procedure is completed, party B shall have 24.9% shares in Sichuan Kangzhuang Insurance Agent Limited Liability Company, and shall enjoy relevant rights and interests.

6.2 Party A and party B shall keep this transfer and all contents in confidence until this transfer is completed.

6.3 Party B shall pay the share transfer in time in accordance with this agreement.

6.4 Party A and party B shall provide necessary assistance and cooperation on legal procedures, such as applying for approved document, and transference registration.

6.5 Upon procedure of shareholding modification registration is completed, party A shall not enjoy any right of the company.

6.6 Party A promises to take responsibility for strictly keeping any proprietary information of the company, obtained during being shareholder of the company (including but not be limited to financial situation, customer resources and business channels), in confidentiality, shall not provide them to any third party for occupying or using by any ways, and shall not apply them to self-operated business.

Article VII: Liability for breach of agreement

7.1 Upon this formal agreement is signed, in case that either party does not perform or not fully perform this agreement, it shall constitute a breach of the agreement. The party in breach shall pay all direct economic losses to the non-breaching party for the breach.

7.2 In case that either party breaches the agreement, the non-breaching party shall have the right to demand the party in breach continuously fulfill this agreement.

Article VIII: Modification and dissolution of the agreement

8.1 Modification of this agreement shall be negotiated by party A and party B, and written modification agreement shall be made. In case that both parties can not reach an agreement, this agreement shall remain in force.

8.2 In case that either party breaches this agreement, the non-breaching party shall have the right to demand the party in breach continue to fulfill this agreement.

8.3 In case that party A and party B agree to terminate this agreement, written agreement shall be made. This written agreement shall come into force upon being signed and sealed by both parties.

Article IX: Applicable laws and solution for disputes

9.1 This agreement is applied to laws of People’s Republic of China.

9.2 Any dispute, caused by fulfilling this agreement, or relevant to this agreement, shall be solved by party A and party B through friendly negotiations. In case that the negotiations are unsuccessful, either party shall have the right to bring a suit.

Article X: Entry into force of the agreement and others

10.1 This agreement comes into force upon being signed and sealed by party A and party B.  This agreement is made in three original copies, one for party A, one for party B, one for the approval authority.

(The remainder of this page is intentionally left blank.)

Person signs and stamps on this page for this share transfer.

Signature and stamp of the assignor:

Allianz China Life Insurance Company Limited

Date: September 6, 2010

Signature and stamp of the transferee:

Li Fuzhang

Date: September 6, 2010

EX-10.16

Share Transfer Agreement

Party A: Chengdu Jingzhan Enterprise Management & Consulting Company Limited

Party B: Zhenzhou Anhou Insurance Agent Company Limited

Given that party A intends to sell 25% shares that party A holds in Sichuan Kangzhuang Insurance Agent Limited Liability Company;

Given that party B is separate legal entity, intends to accept share of party A, and takes participation in running existing business of the company;

1. Party A agrees to transfer RMB1,500,000 shares(taking up 25% of total amount of registered capital of the company), holding in Sichuan Kangzhuang Insurance Agent Limited Liability Company to party B;

2. Party B agrees to accept RMB1,500,000 shares(taking up 25% of total amount of registered capital of the company) that party A holds in Sichuan Kangzhuang Insurance Agent Limited Liability Company, from party A;

3. Both board of directors of party A and board of directors of party B have reviewed and issued related resolutions on share transfer;

4. Both party A and party B fully understand respective rights and obligations in this process of share transfer, and agree to transfer shares under laws.

5. In accordance with relevant laws and regulations of People’s Republic of China, and the principle of equality and mutual benefit, party A and party B sign this share transfer agreement through friendly consultation, in order that both parties shall comply with it mutually;

Article I: party A and party B of this agreement

1.1 Assignor: Chengdu Jingzhan Enterprise Management & Consulting Company Limited
Address: No.8, Xingguang Road, Hi-tech District, Chengdu.

Legal representative: Li Chuanhao
Nationality: China

1.2 Assignee: Zhenzhou Anhou Insurance Agent Company Limited

Address: Block F, Floor 4th, Hesheng Building, No.26, Yousheng South Road, Jinshui District,
Zhenzhou

Legal representative: Li Fuzhang

Nationality: Taiwan, China

Article II: place for signing this agreement

2.1 Place for signing this agreement: Area B, Floor 14th, No.57, Dongyu Street, Jinjiang District, Chengdu, Sichuan

Article III: Object for transfer and price

3.1   Party A transfers RMB1,500,000 shares(taking up 25% of total amount of registered capital of the company), holding in Sichuan Kangzhuang Insurance Agent Limited Liability Company to party B;

3.2   Party B agrees to accept above share transfer;

3.3   Party A and party B unanimously determine that price of above share transfer is RMB133, 155 (in figures: 133,155yuan);

3.4   Party A guarantees that  shares that  are transferred to party B  have completely independent rights, do not set up any pledge, and are not involved in any dispute and lawsuit.

Article IV: Transfer payment

4.1   Upon this agreement comes into force, party B shall pay the specified transfer payment to party A in full under this agreement.

4.2   Transfer payment that party B pays shall be deposited into the bank account that party A designates, or shall be paid in cash.

Article V: Registration procedure of modification for above share transfer shall be completed within 60 days after the day when this agreement comes into force.

Article VI: Rights and obligations of party A and party B

6.1   When this transfer procedure is completed, party B shall have 25% shares in Sichuan Kangzhuang Insurance Agent Limited Liability Company, and shall enjoy relevant rights and interests.

6.2   Party A and party B shall keep this transfer and all contents in confidence until this transfer is completed.

6.3   Party B shall pay the share transfer in time in accordance with this agreement.

6.4   Party A and party B shall provide necessary assistance and cooperation on legal procedures, such as applying for approved document, and transference registration.

6.5   Upon procedure of shareholding modification registration is completed, party A shall not enjoy any right of the company.

6.6   Party A promises to take responsibility for strictly keeping any proprietary information of the company, obtained during being shareholder of the company (including but not be limited to financial situation, customer resources and business channels), in confidentiality, shall not provide them to any third party for occupying or using by any ways, and shall not apply them to self-operated business.

Article VII: Liability for breach of agreement

7.1   Upon this formal agreement is signed, in case that either party does not perform or not fully perform this agreement, it shall constitute a breach of the agreement. The party in breach shall pay all direct economic losses to the non-breaching party for the breach.

7.2   In case that either party breaches the agreement, the non-breaching party shall have the right to demand the party in breach continuously fulfill this agreement.

Article VIII: Modification and dissolution of the agreement

8.1   Modification of this agreement shall be negotiated by party A and party B, and written modification agreement shall be made. In case that both parties can not reach an agreement, this agreement shall remain in force.

8.2   In case that either party breaches this agreement, the non-breaching party shall have the right to demand the party in breach continue to fulfill this agreement.

8.3   In case that party A and party B agree to terminate this agreement, written agreement shall be made. This written agreement shall come into force upon being signed and sealed by both parties.

Article IX: Applicable laws and solution for disputes

9.1   This agreement is applied to laws of People’s Republic of China.

9.2   Any dispute, caused by fulfilling this agreement, or relevant to this agreement, shall be solved by party A and party B through friendly negotiations. In case that the negotiations are unsuccessful, either party shall have the right to bring a suit.

Article X: Entry into force of the agreement and others

10.1 This agreement comes into force upon being signed and sealed by party A and party B.  This agreement is made in three original copies, one for party A, one for party B, one for the approval authority.

(The remainder of this page is intentionally left blank.)

Person signs and stamps on this page for this share transfer.

Signature and stamp of the assignor:

Signature and stamp of the transferee:

Date: September 6, 2010

EX-10.17

Share Transfer Agreement

Party A: Li Dan

Party B: Zhengzhou Anhou Insurance Agency Co., Ltd.

Given that party A intends to sell RMB1, 000,000 shares (taking up 16.67% of total amount of registered capital of the company), holding in Sichuan Kangzhuang Insurance Agent Limited Liability Company;

Given that party B is separate legal entity, intends to accept share of party A, and takes participation in running existing business of the company;

1. Party A agrees to transfer RMB1,000, 000 shares(taking up 16.67% of total amount of registered capital of the company), holding in Sichuan Kangzhuang Insurance Agent Limited Liability Com pany to party B;

2. Party B agrees to accept RMB1,000, 000 shares (taking up 16.67% of total amount of registered capital of the company) that party A holds in Sichuan Kangzhuang Insurance Agent Limited Liability Company, from party A;

3. Party A and board of directors of party B have reviewed and issued related resolutions on share transfer;

4. Both party A and party B fully understand respective rights and obligations in this process of share transfer, and agree to transfer shares under laws.

5. In accordance with relevant laws and regulations of People’s Republic of China, and the principle of equality and mutual benefit, party A and party B sign this share transfer agreement through friendly consultation, in order that both parties shall comply with it mutually;

Article I: party A and party B of this agreement

1.1 Assignor: Li Dan

Address: NO.2, First floor, Third unit, ninth building, LianChuang Garden, NO 609, Tianshan North Road, East River District, Deyang City, Sichuan Provence.

Nationality: China

1.2 Assignee: Zhenzhou Anhou Insurance Agent Company Limited

Address: Block F, Floor 4th, Hesheng Building, No.26, Yousheng South Road, Jinshui District, Zhenzhou

Legal representative: Li Fuzhang

Nationality: Taiwan, China

Article II: place for signing this agreement

2.1 Place for signing this agreement: Area B, Floor 14th, No.57, Dongyu Street, Jinjiang District, Chengdu, Sichuan

Article III: Object for transfer and price

3.1 Party A transfers RMB1, 000, 000 shares (taking up 16.67% of total amount of registered capital of the company), holding in Sichuan Kangzhuang Insurance Agent Limited Liability Company to party B;

3.2 Party B agrees to accept above share transfer;

3.3 Party A and party B unanimously determine that price of above share transfer is RMB 88,788(in figures: 88,788yuan);

3.4 Party A guarantees that shares that are transferred to party B have completely independent rights, do not set up any pledge, and are not involved in any dispute and lawsuit.

Article IV: Transfer payment

4.1 Upon this agreement comes into force, party B shall pay the specified transfer payment to party A in full under this agreement.

4.2 Transfer payment that party B pays shall be deposited into the bank account that party A designates, or shall be paid in cash.

Article V: Registration procedure of modification for above share transfer shall be completed within 60 days after the day when this agreement comes into force.

Article VI: Rights and obligations of party A and party B

6.1 When this transfer procedure is completed, party B shall have RMB1, 000, 000 shares (taking up 16.67% of total amount of registered capital of the company) in Sichuan Kangzhuang Insurance Agent Limited Liability Company, and shall enjoy relevant rights and interests.

6.2 Party A and party B shall keep this transfer and all contents in confidence until this transfer is completed.

6.3 Party B shall pay the share transfer in time in accordance with this agreement.

6.4 Party A and party B shall provide necessary assistance and cooperation on legal procedures, such as applying for approved document, and transference registration.

6.5 Upon procedure of shareholding modification registration is completed, party A shall not enjoy any right of the company.

6.6 Party A promises to take responsibility for strictly keeping any proprietary information of the company, obtained during being shareholder of the company (including but not be limited to financial situation, customer resources and business channels), in confidentiality, shall not provide them to any third party for occupying or using by any ways, and shall not apply them to self-operated business.

Article VII: Liability for breach of agreement

7.1 Upon this formal agreement is signed, in case that either party does not perform or not fully perform this agreement, it shall constitute a breach of the agreement. The party in breach shall pay all direct economic losses to the non-breaching party for the breach.

7.2 In case that either party breaches the agreement, the non-breaching party shall have the right to demand the party in breach continuously fulfill this agreement.

Article VIII: Modification and dissolution of the agreement

8.1 Modification of this agreement shall be negotiated by party A and party B, and written modification agreement shall be made. In case that both parties can not reach an agreement, this agreement shall remain in force.

8.2 In case that either party breaches this agreement, the non-breaching party shall have the right to demand the party in breach continue to fulfill this agreement.

8.3 In case that party A and party B agree to terminate this agreement, written agreement shall be made. This written agreement shall come into force upon being signed and sealed by both parties.

Article IX: Applicable laws and solution for disputes

9.1 This agreement is applied to laws of People’s Republic of China.

9.2 Any dispute, caused by fulfilling this agreement, or relevant to this agreement, shall be solved by party A and party B through friendly negotiations. In case that the negotiations are unsuccessful, either party shall have the right to bring a suit.

Article X: Entry into force of the agreement and others

10.1 This agreement comes into force upon being signed and sealed by party A and party B. This agreement is made in three original copies, one for party A, one for party B, one for the approval authority.

(The remainder of this page is intentionally left blank.)

Person signs and stamps on this page for this share transfer.

Signature and stamp of the assignor:

Signature and stamp of the transferee:

Date: September 6, 2010

EX-10.18

Share Transfer Agreement

Party A: Yan Fang

Party B: Zhengzhou Anhou Insurance Agency Co., Ltd.

Given that party A intends to sell 33.43% shares that party A holds in Sichuan Kangzhuang Insurance Agent Limited Liability Company;

Given that party B is separate legal entity, intends to accept share of party A, and takes participation in running existing business of the company;

1. Party A agrees to transfer RMB2,006,000 shares(taking up 33.43% of total amount of registered capital of the company), holding in Sichuan Kangzhuang Insurance Agent Limited Liability Company to party B;

2. Party B agrees to accept RMB2,006,000 shares(taking up 33.43% of total amount of registered capital of the company) that party A holds in Sichuan Kangzhuang Insurance Agent Limited Liability Company, from party A;

3. Party A and board of directors of party B have reviewed and issued related resolutions on share transfer;

4. Both party A and party B fully understand respective rights and obligations in this process of share transfer, and agree to transfer shares under laws.

5. In accordance with relevant laws and regulations of People’s Republic of China, and the principle of equality and mutual benefit, party A and party B sign this share transfer agreement through friendly consultation, in order that both parties shall comply with it mutually;

Article I: party A and party B of this agreement

1.1 Assignor: Yan Fang

Address: Room 1204, No.1, Alley 2107, Jiaotong Road, Putuo District, Shanghai.

Nationality: China

1.2 Assignee: Zhenzhou Anhou Insurance Agent Company Limited

Address: Block F, Floor 4th, Hesheng Building, No.26, Yousheng South Road, Jinshui District, Zhenzhou

Legal representative: Li Fuzhang

Nationality: Taiwan, China

Article II: place for signing this agreement

2.1 Place for signing this agreement: Area C, Floor 14th, No.57, Dongyu Street, Jinjiang District, Chengdu, Sichuan

Article III: Object for transfer and price

3.1 Party A transfers RMB2, 006,000 shares (taking up 33.43% of total amount of registered capital of the company), holding in Sichuan Kangzhuang Insurance Agent Limited Liability Company to party B;

3.2 Party B agrees to accept above share transfer;

3.3 Party A and party B unanimously determine that price of above share transfer is RMB178, 056(in figures: 178,056yuan);

3.4  Party A guarantees that shares that are transferred to party B have completely independent rights, do not set up any pledge, and are not involved in any dispute and lawsuit.

Article IV: Transfer payment

4.1 Upon this agreement comes into force, party B shall pay the specified transfer payment to party A in full under this agreement.

4.2 Transfer payment that party B pays shall be deposited into the bank account that party A designates, or shall be paid in cash.

Article V: Registration procedure of modification for above share transfer shall be completed within 60 days after the day when this agreement comes into force.

Article VI: Rights and obligations of party A and party B

6.1 When this transfer procedure is completed, party B shall have 33.43% shares in Sichuan Kangzhuang Insurance Agent Limited Liability Company, and shall enjoy relevant rights and interests.

6.2 Party A and party B shall keep this transfer and all contents in confidence until this transfer is completed.

6.3 Party B shall pay the share transfer in time in accordance with this agreement.

6.4 Party A and party B shall provide necessary assistance and cooperation on legal procedures, such as applying for approved document, and transference registration.

6.5 Upon procedure of shareholding modification registration is completed, party A shall not enjoy any right of the company.

6.6  Party A promises to take responsibility for strictly keeping any proprietary information of the company, obtained during being shareholder of the company (including but not be limited to financial situation, customer resources and business channels), in confidentiality, shall not provide them to any third party for occupying or using by any ways, and shall not apply them to self-operated business.

Article VII: Liability for breach of agreement

7.1 Upon this formal agreement is signed, in case that either party does not perform or not fully perform this agreement, it shall constitute a breach of the agreement. The party in breach shall pay all direct economic losses to the non-breaching party for the breach.

7.2 In case that either party breaches the agreement, the non-breaching party shall have the right to demand the party in breach continuously fulfill this agreement.

Article VIII: Modification and dissolution of the agreement

8.1 Modification of this agreement shall be negotiated by party A and party B, and written modification agreement shall be made. In case that both parties can not reach an agreement, this agreement shall remain in force.

8.2 In case that either party breaches this agreement, the non-breaching party shall have the right to demand the party in breach continue to fulfill this agreement.

8.3 In case that party A and party B agree to terminate this agreement, written agreement shall be made. This written agreement shall come into force upon being signed and sealed by both parties.

Article IX: Applicable laws and solution for disputes

9.1 This agreement is applied to laws of People’s Republic of China.

9.2 Any dispute, caused by fulfilling this agreement, or relevant to this agreement, shall be solved by party A and party B through friendly negotiations. In case that the negotiations are unsuccessful, either party shall have the right to bring a suit.

Article X: Entry into force of the agreement and others

10.1 This agreement comes into force upon being signed and sealed by party A and party B.  This agreement is made in three original copies, one for party A, one for party B, one for the approval authority.

(The remainder of this page is intentionally left blank.)

甲方：燕芳

乙方：郑州市安侯保险代理有限公司

鉴于甲方有意出让其所持有的四川康庄保险代理有限责任公司其中的 33.43%的股权； 鉴于乙方为独立的法人，且愿意受让甲方股权，参与金银公司现有业务；

一， 甲方同意将所有的四川康庄保险代理有限责任公司的 200.6 万元的股权（占该公司 注册资本总额的 33.43%）转让给乙方；

二， 乙方同意受让甲方所持有的四川康庄保险代理有限责任公司的 200.6 万元股权（占 该公司注册总资本的 33.43%）;

三， 甲方本人及乙方董事会就股权转让事宜进行审议并作出相关决议；

四， 甲乙双方根据中华人民共和国有关法律、法规的规定，经友好协商本着平等互利的 原则，现签订股权转让协议，以资双方共同遵守：

第一条， 协议双方

1.1 转让方：燕芳

地址：上海市普陀区交通路 2107 弄 1 号 1204 室。

国籍：中国

1.2 受让方：郑州市安侯保险代理有限公司

地址：郑州市金水区优胜南路 26 号合盛大厦 4 楼F 座

法人代表：郦福章

国籍：中国，台湾

第二条， 协议签订地

2.1 本协议签订地为：四川省成都市锦江区东御街 57 号 14 楼B 区。

第三条：转让标的及价款

3.1 甲方持有的四川康庄保险代理有限责任公司的 200.6 万元股份（占该公司的注册总额的 33.43%）转让给乙方；

3.2 乙方同意接受上述股权的转让；

3.2 甲乙双方一致确定上述股权转让的价款为人民币壹拾柒万捌仟零伍拾陆元整（小写：178,056 元）；

3.3 甲方保证对其向乙方转让的股权享有完全的独立权益，没有设置任何的质押，未涉及任 何的争议和诉讼。

第四条： 转让款的支付

4.1 本协议生效后，乙方应按本协议的规定足额支付甲方约定的转让款。

4.2 乙方所支付的转让款应存入甲方指定的账户，或现金支付。 第五条，上述股权转让的变更登记手续应于本协议生效后的 60 日内办理完毕。 第六条，双方权利和义务

6.1 本次转让过户的手续完成后，乙方即具有四川保险代理有限责任公司的 33.43%的股份， 享有相应的权益。

6.2 本次转让事宜在完成前，甲乙双方均应对本次转让事宜及涉及的一切内容予以保密。

6.3 乙方应按照本协议的约定，按时支付股东转让的条款。

6.4 甲乙双方应对办理批交，变更登记等法律程序提供必要协助与配合。

6.5 自股权变更登记手续办理完毕之日起，甲方不再享受有关公司任何权利。

6.6 甲方承诺作为公司股东期间所获得公司任何专有资讯(包括但不限于财务状况、客户资 源及业务渠道等等）承担严格的保密责任，不会以任何方式提供给第三方占有或使用，亦不 会用于自营业务。

第七条：违约责任

7.1 本协议正式签订后，任何一方不履行或不完全履行本协议约定条款的，即构成违约。违 约方应当负责赔偿其违约行为给守约方造成的一切直接经济损失。

7.2 任何一方违约时，守约方有权要求违约方继续履行本协议。 第八条：协议的变更和解除

8.1 本协议的变更，必须经双方共同协商，并订立书面的变更协议。如协商不能达成一致， 本协议继续有效。

8.2 在任何一方违约时，守约方有权要求违约方继续履行本协议。

8.3 双方一致同意终止本协议的履行时，须订立书面协议，经双方签字盖章后方可生效。 第九条：适用的法律及争端的解决

9.1 本协议适用中华人民共和国的法律。

9.2 凡因履行本协议所发生的或本协议有关的一切争议，双方应当通过友好协商解决；如协 商不成，任何一方都有权提起诉讼。

第十条：本协议经双方签字盖章后生效，本合同正本一式三份，甲方持有一份，乙方持有一

份，报审批机关一份。

（以下无正文）

Person signs and stamps on this page for this share transfer.

Signature and stamp of the assignor:

Signature and stamp of the transferee:

Date: September 6, 2010

EX-10.19

Share Transfer Agreement

Party A: Liu Jianxin

Party B: Zhengzhou Anhou Insurance Agency Co., Ltd.

Given that party A intends to sell 10.04% shares that party A holds in Jiangsu Law Insurance Broker Limited Company;

Given that party B is a separate legal entity, intends to accept share of party A, and takes participation in running existing business of the company;

1. Party A agrees to transfer 10.04% shares holding in Jiangsu Law Insurance Broker Limited Company to party B;

2. Party B agrees to accept 10.04% shares that party A holds in Jiangsu Law Insurance Broker Limited Company from party A;

3. Party A and board of directors of party B have reviewed and issued related resolutions on share transfer;

4. Both party A and party B fully understand respective rights and obligations in this process of share transfer, and agree to transfer shares under laws.

5. In accordance with relevant laws and regulations of People’s Republic of China, and the principle of equality and mutual benefit, party A and party B sign this share transfer agreement through friendly consultation, in order that both parties shall comply with it mutually;

Article I: party A and party B of this agreement

1.1   Assignor: Liu Jianxin

Address:  Room  603,  Unit  11,  Fugui  North  Garden,  Chongchuan District, Nantong City, Jiangsu Provence.

Nationality: China

1.2   Assignee: Zhenzhou Anhou Insurance Agent Company Limited

Address: Block F, Floor 4th, Hesheng Building, No.26, Yousheng South Road, Jinshui District, Zhenzhou City.

Legal representative: Li Fuzhang

Nationality: Taiwan, China

Article II: place for signing this agreement

2.1   Place for signing this agreement: No.888 Jintong Road, Tongzhou County, Nantong City, Jiangsu Province

Article III: Object for transfer and price

3.1   Party A transfers 10.04% shares holding in Jiangsu Law Insurance Broker Limited Company to party B;

3.2   Party B agrees to accept above share transfer;

3.3   Party A and party B unanimously determine that price of above share transfer is RMB 520.000 (in figures: 520.000 yuan);

3.4   Party A guarantees that shares that are transferred to party B have completely independent rights, do not set up any pledge, and are not involved in any dispute and lawsuit.

Article IV: Transfer payment

4.1   Upon this agreement comes into force, party B shall pay the specified transfer payment to party A in full under this agreement.

4.2   Transfer payment that party B pays shall be deposited into the bank account that party A designates, or shall be paid in cash.

Article V: Registration procedure of modification for above share transfer shall be completed within 60 days after the day when this agreement comes into force.

Article VI: Rights and obligations of party A and party B

6.1   When this transfer procedure is completed, party B shall have 10.04% shares holding in Jiangsu Law Insurance Broker Limited Company, and shall enjoy relevant rights and interests.

6.2   Party A and party B shall keep this transfer and all contents in confidence until this transfer is completed.

6.3   Party B shall pay the share transfer in time in accordance with this agreement.

6.4   Party A and party B shall provide necessary assistance and cooperation on legal procedures, such as applying for approved document, and transference registration.

6.5   Upon procedure of shareholding modification registration is completed, party A shall not enjoy any right of the company.

6.6   Party A promises to take responsibility for strictly keeping any proprietary information of the company, obtained during being shareholder of the company (including but not be limited to financial situation, customer resources and business channels), in confidentiality, shall not provide them to any third party for occupying or using by any ways, and shall not apply them to self-operated business.

Article VII: Liability for breach of agreement

7.1   Upon this formal agreement is signed, in case that either party does not perform or not fully perform this agreement, it shall constitute a breach of the agreement. The party in breach shall pay all direct economic losses to the non-breaching party for the breach.

7.2   In case that either party breaches the agreement, the non-breaching party shall have the right to demand the party in breach continuously fulfill this agreement.

Article VIII: Modification and dissolution of the agreement

8.1   Modification of this agreement shall be negotiated by party A and party B, and written modification agreement shall be made. In case that both parties can not reach an agreement, this agreement shall remain in force.

8.2   In case that either party breaches this agreement, the non-breaching party shall have the right to demand the party in breach continue to fulfill this agreement.

8.3   In case that party A and party B agree to terminate this agreement, written agreement shall be made. This written agreement shall come into force upon being signed and sealed by both parties.

Article IX: Applicable laws and solution for disputes

9.1   This agreement is applied to laws of People’s Republic of China.

9.2   Any dispute, caused by fulfilling this agreement, or relevant to this agreement, shall be solved by party A and party B through friendly negotiations. In case that the negotiations are unsuccessful, either party shall have the right to bring a suit.

Article X: Entry into force of the agreement and others

10.1 This agreement comes into force upon being signed and sealed by party A and party B. This agreement is made in three original copies, one for party A, one for party B, one for the approval authority.

(The remainder of this page is intentionally left blank.)

Person signs and stamps on this page for this share transfer.

Signature and stamp of the assignor:

Signature and stamp of the transferee:

Date: September 28, 2010

EX-10.20

Share Transfer Agreement

Party A: Zhu Xudong

Party B: Zhengzhou Anhou Insurance Agency Co., Ltd.

Given that party A intends to sell 50.97% shares that party A holds in Jiangsu Law Insurance Broker Limited Company;

Given that party B is a separate legal entity, intends to accept share of party A, and takes participation in running existing business of the company;

1. Party A agrees to transfer 50.97% shares holding in Jiangsu Law Insurance Broker Limited Company to party B;

2. Party B agrees to accept 50.97% shares that party A holds in Jiangsu Law Insurance Broker Limited Company from party A;

3. Party A and board of directors of party B have reviewed and issued related resolutions on share transfer;

4. Both party A and party B fully understand respective rights and obligations in this process of share transfer, and agree to transfer shares under laws.

5. In accordance with relevant laws and regulations of People’s Republic of China, and the principle of equality and mutual benefit, party A and party B sign this share transfer agreement through friendly consultation, in order that both parties shall comply with it mutually;

Article I: party A and party B of this agreement

1.1 Assignor: Zhu Xudong

Address: Room 304, No.822, Yishan Road, Xuhui District, Shanghai City.

Nationality: China

1.2 Assignee: Zhenzhou Anhou Insurance Agent Company Limited

Address: Block F, Floor 4th, Hesheng Building, No.26, Yousheng South Road, Jinshui District, Zhenzhou

Legal representative: Li Fuzhang

Nationality: Taiwan, China

Article II: place for signing this agreement

2.1 Place for signing this agreement: No.888 Jintong Road, Tongzhou County, Nantong City, Jiangsu Province

Article III: Object for transfer and price

3.1   Party A transfers 50.97% shares holding in Jiangsu Law Insurance Broker Limited Company to party B;

3.2   Party B agrees to accept above share transfer;
 

3.3   Party A and party B unanimously determine that price of above share transfer is RMB 2.640.000 (in figures: 2.640.000 yuan);

3.4   Party A guarantees that shares that are transferred to party B have completely independent rights, do not set up any pledge, and are not involved in any dispute and lawsuit.

Article IV: Transfer payment

4.1   Upon this agreement comes into force, party B shall pay the specified transfer payment to party A in full under this agreement.

4.2   Transfer payment that party B pays shall be deposited into the bank account that party A designates, or shall be paid in cash.

Article V: Registration procedure of modification for above share transfer shall be completed within 60 days after the day when this agreement comes into force.

Article VI: Rights and obligations of party A and party B

6.1   When this transfer procedure is completed, party B shall have 50.97% shares holding in Jiangsu Law Insurance Broker Limited Company, and shall enjoy relevant rights and interests.

6.2   Party A and party B shall keep this transfer and all contents in confidence until this transfer is completed.

6.3   Party B shall pay the share transfer in time in accordance with this agreement.

6.4   Party A and party B shall provide necessary assistance and cooperation on legal procedures, such as applying for approved document, and transference registration.

6.5   Upon procedure of shareholding modification registration is completed, party A shall not enjoy any right of the company.

6.6   Party A promises to take responsibility for strictly keeping any proprietary information of the company, obtained during being shareholder of the company (including but not be limited to financial situation, customer resources and business channels), in confidentiality, shall not provide them to any third party for occupying or using by any ways, and shall not apply them to self-operated business.

Article VII: Liability for breach of agreement

7.1   Upon this formal agreement is signed, in case that either party does not perform or not fully perform this agreement, it shall constitute a breach of the agreement. The party in breach shall pay all direct economic losses to the non-breaching party for the breach.

7.2   In case that either party breaches the agreement, the non-breaching party shall have the right to demand the party in breach continuously fulfill this agreement.

Article VIII: Modification and dissolution of the agreement

8.1   Modification of this agreement shall be negotiated by party A and party B, and written modification agreement shall be made. In case that both parties can not reach an agreement, this agreement shall remain in force.

8.2   In case that either party breaches this agreement, the non-breaching party shall have the right to demand the party in breach continue to fulfill this agreement.

8.3   In case that party A and party B agree to terminate this agreement, written agreement shall be made. This written agreement shall come into force upon being signed and sealed by both parties.

Article IX: Applicable laws and solution for disputes

9.1   This agreement is applied to laws of People’s Republic of China.

9.2   Any dispute, caused by fulfilling this agreement, or relevant to this agreement, shall be solved by party A and party B through friendly negotiations. In case that the negotiations are unsuccessful, either party shall have the right to bring a suit.

Article X: Entry into force of the agreement and others

10.1 This agreement comes into force upon being signed and sealed by party A and party B. This agreement is made in three original copies, one for party A, one for party B, one for the approval authority.

(The remainder of this page is intentionally left blank.)

Person signs and stamps on this page for this share transfer.

Signature and stamp of the assignor:

Signature and stamp of the transferee:

Date: September 28, 2010

EX-10.21

Share Transfer Agreement

Party A: Zhu Xumin

Party B: Zheng zhou Anhou Insurance Agency Co., Ltd.

Given that party A intends to sell 38.99% shares that party A holds in Jiangsu Law Insurance Broker Limited Company;

Given that party B is a separate legal entity, intends to accept share of party A, and takes participation in running existing business of the company;

1. Party A agrees to transfer 38.99% shares holding in Jiangsu Law Insurance Broker Limited Company to party B;

2. Party B agrees to accept 38.99% shares that party A holds in Jiangsu Law Insurance Broker Limited Company from party A;

3. Party A and board of directors of party B have reviewed and issued related resolutions on share transfer;

4. Both party A and party B fully understand respective rights and obligations in this process of share transfer, and agree to transfer shares under laws.

5. In accordance with relevant laws and regulations of People’s Republic of China, and the principle of equality and mutual benefit, party A and party B sign this share transfer agreement through friendly consultation, in order that both parties shall comply with it mutually;

Article I: party A and party B of this agreement

1.1 Assignor: Zhu Xumin

Address: No.  275,  Lize  Yuan,  New  Area,  Wanke  Garden,  No.  3333Alley, Qixin Road, Minxing District, Shanghai City.

Nationality: China

1.2 Assignee: Zhenzhou Anhou Insurance Agent Company Limited

Address: Block F, Floor 4th, Hesheng Building, No.26, Yousheng South Road, Jinshui District, Zhenzhou

Legal representative: Li Fuzhang

Nationality: Taiwan, China

Article II: place for signing this agreement

2.1  Place for signing this agreement is: No.888 Jintong Road, Tongzhou County, Nantong City, Jiangsu Province

Article III: Object for transfer and price

3.1  Party A transfers 38.99% shares holding in Jiangsu Law Insurance Broker Limited Company to party B;

3.2  Party B agrees to accept above share transfer;

3.3  Party A and party B unanimously determine that price of above share transfer is RMB2.020.000 (in figures: 2.020.000 yuan);

3.4  Party A guarantees that shares that are transferred to party B have completely independent rights, do not set up any pledge, and are not involved in any dispute and lawsuit.

Article IV: Transfer payment

4.1  Upon this agreement comes into force, party B shall pay the specified transfer payment to party A in full under this agreement.

4.2  Transfer payment that party B pays shall be deposited into the bank account that party A designates, or shall be paid in cash.

Article V: Registration procedure of modification for above share transfer shall be completed within 60 days after the day when this agreement comes into force.

Article VI: Rights and obligations of party A and party B

6.1  When this transfer procedure is completed, party B shall have 38.99% shares holding in Jiangsu Law Insurance Broker Limited Company, and shall enjoy relevant rights and interests.

6.2  Party A and party B shall keep this transfer and all contents in confidence until this transfer is completed.

6.3  Party B shall pay the share transfer in time in accordance with this agreement.

6.4  Party A and party B shall provide necessary assistance and cooperation on legal procedures, such as applying for approved document, and transference registration.

6.5  Upon procedure of shareholding modification registration is completed, party A shall not enjoy any right of the company.

6.6   Party  A  promises  to  take  responsibility  for  strictly  keeping  any proprietary information of the company, obtained during being shareholder of the company (including but not be limited to financial situation, customer resources and business channels), in confidentiality, shall not provide them to any third party for occupying or using by any ways, and shall not apply them to self-operated business.

Article VII: Liability for breach of agreement

7.1  Upon this formal agreement is signed, in case that either party does not perform or not fully perform this agreement, it shall constitute a breach of the agreement. The party in breach shall pay all direct economic losses to the non-breaching party for the breach.

7.2  In case that either party breaches the agreement, the non-breaching party shall have the right to demand the party in breach continuously fulfill this agreement.

Article VIII: Modification and dissolution of the agreement

8.1  Modification of this agreement shall be negotiated by party A and party B, and written modification agreement shall be made. In case that both parties can not reach an agreement, this agreement shall remain in force.

8.2  In case that either party breaches this agreement, the non-breaching party shall have the right to demand the party in breach continue to fulfill this agreement.

8.3  In case that party A and party B agree to terminate this agreement, written agreement shall be made. This written agreement shall come into force upon being signed and sealed by both parties.

Article IX: Applicable laws and solution for disputes

9.1  This agreement is applied to laws of People’s Republic of China.

9.2  Any dispute, caused by fulfilling this agreement, or relevant to this agreement, shall be solved by party A and party B through friendly negotiations. In case that the negotiations are unsuccessful, either party shall have the right to bring a suit.

Article X: Entry into force of the agreement and others

10.1 This agreement comes into force upon being signed and sealed by party A and party B. This agreement is made in three original copies, one for party A, one for party B, one for the approval authority.

(The remainder of this page is intentionally left blank.)

Person signs and stamps on this page for this share transfer.

Signature and stamp of the assignor:

Signature and stamp of the transferee:

Date: September 28, 2010

EX-10.22

Contract No. A0001

Insurance Agency Contract

Insurance Company Name: Taiping Life Insurance Co., Ltd.

Agency Company Name: Zhengzhou Anhou Insurance Agency Co., Ltd.

Novemeber 5th, 2003

Contract No. A0001

Party A: Taiping Life Insurance Co., Ltd.

General Manager: He Zhiguang

Address: Taiping life insurance Mansion, 1399 Minsheng Rd., Shanghai, P.R. China.

Tel: +8621-50614888

Party B: Zhengzhou Anhou Insurance Agency Co., Ltd.

General Manager: Jia Kai

Address: 4A Ronghua Mansion, 63-1 Hongzhuan Rd., Zhengzhou, Henan Province, P. R. China.

Tel: +86317-5655676

In order to furnish China’s insurance market, promote the development of insurance industry and further expand the coverage of insurance industry, in comply with Insurance Law of People’s Republic of China and the Administrative Measures on Insurance Agency, party A and party B has agreed that party B shall by entrusted by party A as its insurance agent, the accordingly insurance agency agreement is as follow:

TYPES OF INSURANCE

1. For the types of insurance party B is entrusted, see appendix 1 of this agreement.

2. Should the types of insurance or premium of agent be adjusted, party A shall modify Appendix 1, and notify party B in writing. The modified appendix should be signed by both partied prior to its enforcement.

DURATION

3. This agreement shall come into force since Nov. 5th, 2003. The first contractual year shall be terminated on Dec. 31st, 2004. The second contractual year shall begin on Jan. 1st, 2005, and so forth.

AUTHORITY OF AGENT

4. As the agent, party B is entrusted by party A to conduct the following business:

1) To sell life insurance products;

2) To charge the premium;

3) Other business authorized by party A in writings according to business developing situation.

5. The geographic boundary of the insurance business of party B should not exceed the scope of collaborative operation of both parties according to insurance supervising organization.

6. Unless authorized, party B shall not make any commitment to the insured on coverage, compensation, reimbursement or dividend (insured authorized and confirmed by party A in writing is not included).

RIGHTS AND OBLIGATIONS OF PARTY A

7. Party A has the right to know the management content of party B, including party B’s organizational structure, employee structure, and payment measures and amount of its sales teams. Party B should cooperate actively.

8. Party A has the right to supervise and inspect the agent insurance business of party B, and party B should cooperate actively.

Contract No. A0001

9. Party A is obliged to pay agency commissions to party B in comply with this agreement.

10. Party A is obliged to provide necessary business training to party B.

11. Party A should promptly provide party B insurance clauses, premium rate, operation process description, and necessary documents which are necessary for agency affairs.

12. The personal insurance premium received by party B in the first contractual year should not be less than one million RMB, and group insurance premium not less than four million RMB. Failure to meet any one of these two standards by party B, this agreement can be terminated by party A.

RIGHTS AND OBLIGATIONS OF PARTY B

13. Party B has the right to charge party A the agency commissions, provide that the business does not exceed the agency scope.

14. Party B has the right to sell the same types of insurance as the salesperson of party A, and to sell new types of insurance at the same time. Delay for discussing the agency commissions is excluded.

15. As the exclusive agency of personal insurance and group insurance of party A, party B should not be agency of insurance products of other insurance companies. Otherwise, party A can terminate this agreement.

16. In 13 months’ time, the average extension rate of personal insurance should not be lower than 80%. If the rate is between 75% and 80%, party B should provide a reform measurement, and the agreement shall keep duration for observation for one year; In 25 months’ time, the average extension rate of personal insurance should not be lower than 70%. If the rate is between 65% and 70%, party B should provide a reform measurement, and the agreement shall keep duration for observation for one year. Failure to meet the standard by expiration of the observation period, If the rate is between 75% and 80%, party B should provide a reform measurement, and the agreement shall keep duration for observation for one year.

17. The total amount of commission paid by party B to its salespersons (left salesperson included) should not be higher than that paid by party A to its salespersons (left salesperson included).

18. When conducting business as agency, party B shall fulfill honesty and inform duties, abide by Insurance Law of People’s Republic of China and Administrative Regulations on Insurance Agency, adhere to the principle of honesty and integrity, not withdraw or change insurance policy, nor conduct fraud behaviors including misguide. Should any of the above mentioned behavior happen, party B should discharge the agent relation with the worker, inform the result to party A in writing, and compensate the according losses or damages to party A.

19. When doing insurance business as agent, party B is obliged to truly inform the insurance applicant and the insured the important information relevant to the insurance contract, and truly inform party A the important information referring to the insurance applicant which is already acknowledged or should be acknowledged by party B. Party B shall be responsible for any penalties, costs or other losses incurred by party A arising from or related to party B’s failure to timely, accurately and completely provide information or data.

20. Documents about the insurance applicants, the insured or the beneficiary, contract modification or change and premium payment which are collected by party B should be submitted or delivered to party A against reception.

21. The initial premium and renewed premium received by party B on behalf of party A shall be collected through the client’s deposit account. Cash and cash check payment are prohibited.

Contract No. A0001

22. Party B should collect the renewed premium in accordance with the related documents provided by party A. Should demission of party B’s employee occurred, party B is obliged to timely appoint new premium collector, so as to assure the completion of renewed premium collection.

23. Party B shall neither broadcast, publish or distribute any advertisements or other materials referring to party A or in the names of party A, nor modify, change or reprint documents or materials provided by party A without first securing written approval of party A. Party B shall be responsible for any penalties, costs or other losses arising from party B’s failure to do so, and party A will reserve the right to the legal responsibility.

24. Party B has no right to transfer the agent items identified in this agreement to another subagent (employees of party B are excluded).

RIGHTS AND DUTIES OF BOTH PARTIES

25. Party A and party B should be adhere to the principle of honesty and integrity; neither party should deceive or cheat the other party.

26. Neither party shall employ individual agent who was expelled or demised within half a year by the other party.

27. Party A is obliged to repay a visit to new personal insurance contractors. Party B should accurately provide the client’s contact information, and be responsible for the tracing of unsatisfactory feedbacks. Party B should guarantee that the monthly rate of satisfactory feedbacks should not be lower than 90%, otherwise party A has the right to deduct 5% of commissions of the month.

28. All premiums collected on business produced by party B shall be submitted to the nominated bank account of party A within three working days. Default, intercept or misappropriate premiums, surrender values, insurance proceeds, dividends, refund or loans of party B may result with the termination of this agreement, and party A has the right to request party B for the compensation of any losses rising thereof.

Party A’s bank account for premium transfer:

Name: Taiping Life Insurance Co., Ltd. Zhengzhou Branch

Bank: Industrial and Commercial Bank of China Limited.

Account Number: 1702022729200021594

29. Payment of commission to party B under this agreement is contingent upon payment of premiums to party A. For detailed commission ratio, consult appendix 2 and appendix 3.

Party B’s bank account for agency commission transfer:

Bank: Industrial and Commercial Bank of China Limited.

Account Number: 1702029009224805239

30. Party A shall pay agency commissions according to the received premiums. All agency commissions will be paid to the nominated account of party B in transfer-check. Party B may make no deductions from or personal use of premiums it collected. 31. Party A shall make settlement of commission every month after the expiration of the free examination period. The commission shall be calculated by deducting the cancelled premium from the underwriting premium of last month. The specific pay-day shall be the 16th day of each month (postpone on legal holidays).

Contract No. A0001

MODIFICATION AND TERMINATION

32. This agreement may be modified only by thirty (30) days prior written notice and being approved by both parties.

33. Party A has the right to modify the types of insurance, premiums and methods of payment without be approved by party B. Party B should modify accordingly upon notice and execute the new rules. Party B shall be responsible for any penalties, costs or losses arising from or related to party B’s failure to timely or inaccurately modification.

34. In case that party A failed to pay party B commissions, party B may inform party A in writing to terminate this agreement and recourse commissions and interest (calculated by the two year time deposit rate revealed by bank on the first working day of every month)

35. Upon the termination of this agreement, party B shall maintain the commissions in appendix 2, which shall be paid by party A. Party B agrees that the commissions it receive should deduct its debt owing to party A and the according interest (calculated by the two year time deposit rate revealed by bank on the first working day of every month).

DISPUTE SOLUTION

36. In the event of a dispute hereunder, both parties should seek solutions through peaceful discussion. Each party may litigate in the People’s Court of party A’s location when agreement can not be reached.

GENERAL PROVISIONS

37. What is left unmentioned in this agreement may be amended in writings as an appendix through discussion of both parties.

38. This contract is made in two originals, which shall be deemed equally authentic, that should be held by each party.

[Signature Page for Insurance Agency Contract]

Contract No. A0001

 

Party A: Taiping Life Insurance Co., Ltd.

[Official Seal]

Address: Taiping life insurance Mansion, 1399 Minsheng Rd., Shanghai, P.R. China.

Date: Nov. 5th, 2003

Party B: Zhengzhou Anhou Insurance Agency Co., Ltd.

Representative: Jia Kai

[Official Seal]

Date: Nov. 5th, 2003

Address: 4A Ronghua Mansion, 63-1 Hongzhuan Rd., Zhengzhou, Henan Province, P. R. China.

EX-10.23

Henan Law Anhou Insurance Agency Limited Liability Company

Labor Contract

This contract is signed by the two parties:

Name of party A: Henan Law Anhou Insurance Agency Co., Ltd. (hereinafter referred to as Party A)

Legal representative:  LI, FU-CHANG

Registered address: 4F, Heshengshidai Business Building, No.26, South Yousheng Road, Jinshou District, Zhengzhou City

Postcode: 450012

Tel: 0317-60277684

Name of party B: LI, FU-CHANG

ID No.: A104355696

Taiwanese passport: 02054785

Home address: NO. 3, 4th floor, NO.19, 199th alley, Passage 3, Bade Unit, No. 16, Fushi town, Songshan district, Taibei City

Physical address: 0206, high-rise, No.60, Hongqi road Zhengzhou City                                                       Postcode of physical address:450002

Mobile number: 13592500699                 Tel of physical address:

In accordance with Company Law of the People’s Republic of China, Insurance Law of the People’s Republic of China, Regulations Governing Insurance Agencies, relevant laws and regulations, abiding by principles of legality, fairness, equality, voluntariness, unanimity through consultation, honesty and credibility, party A and party B reach following agreements:

Article I Term and Position of Employment

Party A employ Party B as senior management personnel of Party A (position: legal representative), the term of employment is from January 1st, 2010 to December 31th, 2012.

This contract shall be terminated upon expiration. For the sake of work requirements, both party A and party B are willing to continue the labor relation, labor contract shall be renewed by consensus.

Article II  Job description →depending on the authorized scope

2.1 Party B shall assist Party A in operating and managing insurance agency businesses during his term of employment, including but not limited to the following matters:

(1) preside over the operation and management of insurance company, organize and exert decisions of the meeting of board.

(2) organize and exert company's annual operation plan and scheme.

(3) draft the set plan of inner managing organizations

(4) draft the basic system of management

(5) draft the specific regulations

(6) Apply to employing or dismissing manager, vice-manager and the one who is in charge of finance.

(7) decide to employ or dismiss the one that is in charge of management and that shall be decided by the board meeting.

(8) other rights authorized by the board meeting.

(9) rights regulated by other rules.

Article III Remuneration and Condition of employment →depending on the conditions of agreements

party A shall pay RMB20, 000 to party B as remuneration each month. This wage covers various allowance, subsidies and compensation. Party B shall not ask for any remuneration any more except the relations according to this contract and the reasonable and indispensable fees paid by Party B as the necessary of position.

Party B shall pay individual income tax to tax authorities from income paid by party A.  It shall be withheld on a monthly basis by party A from party B’s wage to tax authorities.

Party B must regularly report to Party A for the operation, management and situation of  business development. In case the reports are needed by Party A, Party B shall give report any time.

Party B shall reach the following performance indicator:

（1）……（ex: FYP of the forth season in 2010 must reach RMB 1,000,000）

（2）……（ex: Recruiting 100 new salesmen and finishing per-post training in the forth season of 2010）

（3）……（ex: the total FYP of 2010 must reach RMB 10,000,000）

Article IV Welfare and conditions of employment→depending on the conditions of agreements

Party A shall render these following welfare to Party B:

(1) for returning to Taiwan shall be paid three times in each fiscal year; receipts and tickets shall be checked and reimbursed.

(2)……(ex：rendering accommodation and allowance )

(3)……(ex: rendering official car and gas subsidiary)

(4)……(ex: rendering subsidiary of business travel)

(5)……(ex: rendering travel complement )

(6)……(ex: rendering paid vacation for 20 days)

(7)……(ex: rendering the gifts or bonus for festivals)

(8)……(ex: rendering subscription right)

V Other Agreements

Party B agree to abide by and performance these agreements:

(1) Party B guarantee to performance duties within the scope of authority, shall not beyond it.

(2) Party B promise that no any other legal obligations and any obligation of contracts made between and by Party B and other organization could limit his legal qualification to be employed according to the laws. And agree that any economic disputes or claims which are resulted from previous labour or entrust relationships have nothing to do with Party A.

(3)Party A require to have necessary inner examinations based on avoiding maladministration, Party B shall work in coordination at any time and render related data, including, without limitation, meeting records, archive files, letters finance records, tel-communication and computer records.

(4) Party B shall not take advantage of its post to ask or accept presents or benefit form the third party in any form.

(5) Party B promise to conform to the requirements of senior officer which are regulated by  insurance agency supervision regulations of CIRC.

Article VI Confidentiality clause

Without the approval from party A, party B shall not disclose any information confidential or secret for party A, and facts or information relevant to affairs or business to any third party, except as otherwise inquired by the government or judicial.  This obligation shall remain in effect after the terminations of labor contract, until relevant facts or information have entered into the public as public information.  Party A shall be entitled to establish confidentiality provisions, or sign confidentiality agreement with party B, to clearly definite the scope of business secrets and related rights and obligations.  Provided that business secrets are known by the public, contents of secrecy and confidentiality clause, and confidentiality agreement shall be invalid automatically.

Without the approval from party A, party B shall not take or copy any document and/or other written materials, which are not directly relevant to party B’s duties, and any personnel without approval from party A shall not touch above materials, regardless of in office of party A or outside this office.

Without the approval from party A, party B shall not reveal contents of any items in this contract to any third party, except as otherwise inquired by the government or judicial.

Article VII Duty of Loyalty and Competitive Restriction Party B agree to finish tasks of the his post with absolute dedication. Without Party A's agreement in written, Party B shall not make any hiring or labour contracts with any other third party in any form during his term of employment.

In validity period of this contract, party B shall not provide service or business support to enterprises or organizations, which directly or indirectly develop competitive relationship with party A or branch organization of party A, by any means. In the duration of this contract, party B shall not seek or hold profit by other ways in above enterprises, organizations, and business or transaction.

Provided that Party B act against above two regulations, Party B shall render prescribed payment RMB 100,000 in one time except undertaking the prescribed responsibility in accordance with Article IX of this contract.

No matter Party B leave the position with any reason, Party B shall not operate any enterprises or organizations,which have competitive relationship with Party A in the continuous two years after being left the position, or provide service or work as consultant  providing consultation to enterprises or organizations, which directly or indirectly develop competitive relationship with party A or branch organization of party A, by any means.

According to the economic compenation should be rendered by Party A during the term of competitive restriction, Party B have known and agreed that the compensation has been paid with salary, which are paid monthly during the term of employment. And Party B shall not claim any more; in case Party B violates regulations of competitive restriction, he shall pay Party A the default punishment RMB 100,000 one time.

Article VIII Dissolution and termination of contract

Meeting one of following conditions, this contract shall be terminated, except as otherwise prescribed by applicable laws and regulations:

(1)Upon expiration of this contract;

(2) Party B is dead, or has been declared dead or missing by people’s court;

(3) Party A has been declared bankrupt in accordance with laws;

(4) Party A has its business license revoked, is ordered to close down and revoked, or party A decides to dissolve in advance;

(5) Other circumstances as stipulated by laws and administrative regulations.

Party A and party B can dissolve this contract by consensus; one party shall inform party B in written form 30 days in advance in case that no consensus is to be reached and render RMB 100,000 as compensation for the loss.

Provided that party A meets one of following conditions, party B shall dissolve this contract at any time and do not need to bear the compensation of loss:

(1) Party A forces party B against his/her true intentions to enter into or alter labor contract by means of fraud or duress, or by taking advantage of the other party’s hardship, resulting in invalidity of this contract;

(2) Party A does not pay labor remuneration in time and in full; resulting in no payment after being asked for by Party B;

(3) Rules and regulations of party A violate laws and regulations, harm to the interests of party B;

Provided that party B meets one of following conditions, party A shall dissolve this contract at any time and do not need to bear the compensation of loss:

(1) Force party A against his/her true intentions to enter into this contract by means of fraud or duress, and result in invalidity of this contract;

(2) Neglect his/her duties to a serious extent, practice graft while holding public office, and cause damage to interests of party A;

(3) Be affixed with criminal responsibility;

(4)Be failure to reach the performance indicator of Article III in this contract; still fail to reach the goal after having an improvement period.

(5)Betray agreements from Article III to Article VII of this contract.

(6) Suffer from diseases or injury; still not be qualified for the job after being treated for three months.

When this contract is dissolved or terminated for any reason, party B shall handle work handover in accordance with agreements of both parties and related regulations of party A, and shall return all used and kept treasures that belong to party A; provided that for the sake of reasons of party B, party B can’t handle work handover or return treasures to party A in time, and result in financial losses, party B shall be liable for compensation.

Article IX Liability for breach of contract

Provided that any party is in breach of this contract, this party shall be liable for its breach for contract and indemnify for all losses thus incurred to the other party.

Provided that any party dissolves this contract, does not inform the other party in time under the provisions of this contract, and causes economic losses or other adverse effects to the other party, the aggrieved party shall be entitled to demand that the defaulting party pays compensation for damages and eliminates adverse effects.

Article X Supplementary Provisions

For issues not stipulated in this contract, party A and party B shall sign a supplement agreement; provided that supplement agreement is in conflict with this contract or other supplement agreements, the agreement signed later shall prevail.

Provided that a dispute arises when party A and party B fulfill this contract, it shall be settled through consultations. Provided that the mediation fails, and one of the parties concerned demands arbitration, it shall apply with the labor disputes arbitration committee where party A is located for arbitration within 60 days starting from the date of the occurrence of a labor dispute; provided that one party does not accept the arbitration award, this party shall institute legal proceedings in a people’s court where party A is located within 15 days after receiving the arbitral award.

This contract is written in Chinese language in two originals, one for each party.

This contract or any rights hereunder shall not be transferred to any third party.

This contract shall come into effect as soon as it is duly signed and sealed by party B and by party A.

Party A: Henan Law Anhou Insurance Agency Co., Ltd.
legal representative or principal (sealed by):
LI, FU-CHANG	Party B (Sealed by):  LI, FU-CHANG
Date:	Date:

EX-10.24

Henan Law Anhou Insurance Agency Limited Liability Company

Labor Contract

This contract is signed by the two parties:

Name of party A: Henan Law Anhou Insurance Agency Co., Ltd. (hereinafter referred to as Party A)

Legal representative:  LI, FU-CHANG

Registered address: 4F, Heshengshidai Business Building, No.26, South Yousheng Road, Jinshou District, Zhengzhou City

Postcode: 450012

Tel: 0317-60277684

Name of party B: LO, CHUNG-MEI

ID No.: F102553162

Taiwanese passport: 02054785

Home address: NO. 5, 5th floor, NO.634-9, Jingping Road, Zhonghe, Taibei City

Physical address: 0206, high-rise, No.60, Hongqi road Zhengzhou City                                 Postcode of physical address:450002

Mobile number: 13592500688                   Tel of physical address:

In accordance with Company Law of the People’s Republic of China, Insurance Law of the People’s Republic of China, Regulations Governing Insurance Agencies, relevant laws and regulations, abiding by principles of legality, fairness, equality, voluntariness, unanimity through consultation, honesty and credibility, party A and party B reach following agreements:

Article I Term and Position of Employment

Party A employ Party B as senior management personnel of Party A (position: General Manager), the term of employment is from January 1st, 2010 to December 31th, 2012.

This contract shall be terminated upon expiration. For the sake of work requirements, both party A and party B are willing to continue the labor relation, labor contract shall be renewed by consensus.

Article II  Job description →depending on the authorized scope

2.1 Party B shall assist Party A in operating and managing insurance agency businesses during his term of employment, including but not limited to the following matters:

(1) preside over the operation and management of insurance company, organize and exert decisions of the meeting of board.

(2) organize and exert company's annual operation plan and scheme.

(3) draft the set plan of inner managing organizations

(4) draft the basic system of management

(5) draft the specific regulations

(6) Apply to employing or dismissing manager, vice-manager and the one who is in charge of finance.

(7) decide to employ or dismiss the one that is in charge of management and that shall be decided by the board meeting.

(8) other rights authorized by the board meeting.

(9) rights regulated by other rules.

Article III Remuneration and Condition of employment →depending on the conditions of agreements

Party A shall pay RMB 8, 000 to party B as remuneration each month. This wage covers various allowance, subsidies and compensation. Party B shall not ask for any remuneration any more except the relations according to this contract and the reasonable and indispensable fees paid by Party B as the necessary of position.

Party B shall pay individual income tax to tax authorities from income paid by party A.  It shall be withheld on a monthly basis by party A from party B’s wage to tax authorities.

Party B must regularly report to Party A for the operation, management and situation of business development. In case the reports are needed by Party A, Party B shall give report any time.

Party B shall reach the following performance indicator:

（1）……（ex: FYP of the forth season in 2010 must reach RMB 1,000,000）

（2）……（ex: Recruiting 100 new salesmen and finishing per-post training in the forth season of        2010）

（3）……（ex: the total FYP of 2010 must reach RMB 10,000,000）

Article IV Welfare and conditions of employment→depending on the conditions of agreements

Party A shall render these following welfare to Party B:

(1) for returning to Taiwan shall be paid three times in each fiscal year; receipts and tickets shall be checked and reimbursed.

(2)……(ex：rendering accommodation and allowance )

(3)……(ex: rendering official car and gas subsidiary)

(4)……(ex: rendering subsidiary of business travel)

(5)……(ex: rendering travel complement )

(6)……(ex: rendering paid vacation for 20 days)

(7)……(ex: rendering the gifts or bonus for festivals)

(8)……(ex: rendering subscription right)

V Other Agreements

Party B agree to abide by and performance these agreements:

(1) Party B guarantee to performance duties within the scope of authority, shall not beyond it.

(2) Party B promise that no any other legal obligations and any obligation of contracts made between and by Party B and other organization could limit his legal qualification to be employed according to the laws. And agree that any economic disputes or claims which are resulted from previous labour or entrust relationships have nothing to do with Party A.

(3)Party A require to have necessary inner examinations based on avoiding maladministration, Party B shall work in coordination at any time and render related data, including, without limitation, meeting records, archive files, letters finance records, tel-communication and computer records.

(4) Party B shall not take advantage of its post to ask or accept presents or benefit form the third party in any form.

(5) Party B promise to conform to the requirements of senior officer which are regulated by  insurance agency supervision regulations of CIRC.

Article VI Confidentiality clause

Without the approval from party A, party B shall not disclose any information confidential or secret for party A, and facts or information relevant to affairs or business to any third party, except as otherwise inquired by the government or judicial.  This obligation shall remain in effect after the terminations of labor contract, until relevant facts or information have entered into the public as public information.  Party A shall be entitled to establish confidentiality provisions, or sign confidentiality agreement with party B, to clearly definite the scope of business secrets and related rights and obligations.  Provided that business secrets are known by the public, contents of secrecy and confidentiality clause, and confidentiality agreement shall be invalid automatically.

Without the approval from party A, party B shall not take or copy any document and/or other written materials, which are not directly relevant to party B’s duties, and any personnel without approval from party A shall not touch above materials, regardless of in office of party A or outside this office.

Without the approval from party A, party B shall not reveal contents of any items in this contract to any third party, except as otherwise inquired by the government or judicial.

Article VII Duty of Loyalty and Competitive Restriction

Party B agree to finish tasks of the his post with absolute dedication. Without Party A's agreement in written, Party B shall not make any hiring or labour contracts with any other third party in any form during his term of employment.

In validity period of this contract, party B shall not provide service or business support to enterprises or organizations, which directly or indirectly develop competitive relationship with party A or branch organization of party A, by any means. In the duration of this contract, party B shall not seek or hold profit by other ways in above enterprises, organizations, and business or transaction.

Provided that Party B act against above two regulations, Party B shall render prescribed payment RMB 50,000 in one time except undertaking the prescribed responsibility in accordance with Article IX of this contract.

No matter Party B leave the position with any reason, Party B shall not operate any enterprises or organizations, which have competitive relationship with Party A in the continuous two years after being left the position, or provide service or work as consultant providing consultation to enterprises or organizations, which directly or indirectly develop competitive relationship with party A or branch organization of party A, by any means.

According to the economic compensation should be rendered by Party A during the term of competitive restriction, Party B have known and agreed that the compensation has been paid with salary, which are paid monthly during the term of employment. And Party B shall not claim any more; in case Party B violates regulations of competitive restriction, he shall pay Party A the default punishment RMB 50,000 one time.

Article VIII Dissolution and termination of contract

Meeting one of following conditions, this contract shall be terminated, except as otherwise prescribed by applicable laws and regulations:

(1)Upon expiration of this contract;

(2) Party B is dead, or has been declared dead or missing by people’s court;

(3) Party A has been declared bankrupt in accordance with laws;

(4) Party A has its business license revoked, is ordered to close down and revoked, or party A decides to dissolve in advance;

(5) Other circumstances as stipulated by laws and administrative regulations.

Party A and party B can dissolve this contract by consensus; one party shall inform party B in written form 30 days in advance in case that no consensus is to be reached and render RMB 50,000 as compensation for the loss.

Provided that party A meets one of following conditions, party B shall dissolve this contract at any time and do not need to bear the compensation of loss:

(1) Party A forces party B against his/her true intentions to enter into or alter labor contract by means of fraud or duress, or by taking advantage of the other party’s hardship, resulting in invalidity of this contract;

(2) Party A does not pay labor remuneration in time and in full; resulting in no payment after being asked for by Party B;

(3) Rules and regulations of party A violate laws and regulations, harm to the interests of party B;

Provided that party B meets one of following conditions, party A shall dissolve this contract at any time and do not need to bear the compensation of loss:

(1) Force party A against his/her true intentions to enter into this contract by means of fraud or duress, and result in invalidity of this contract;

(2) Neglect his/her duties to a serious extent, practice graft while holding public office, and cause damage to interests of party A;

(3) Be affixed with criminal responsibility;

(4)Be failure to reach the performance indicator of Article III in this contract; still fail to reach the goal after having an improvement period.

(5)Betray agreements from Article III to Article VII of this contract.

(6) Suffer from diseases or injury; still not be qualified for the job after being treated for three months.

When this contract is dissolved or terminated for any reason, party B shall handle work handover in accordance with agreements of both parties and related regulations of party A, and shall return all used and kept treasures that belong to party A; provided that for the sake of reasons of party B, party B can’t handle work handover or return treasures to party A in time, and result in financial losses, party B shall be liable for compensation.

Article IX Liability for breach of contract

Provided that any party is in breach of this contract, this party shall be liable for its breach for contract and indemnify for all losses thus incurred to the other party.

Provided that any party dissolves this contract, does not inform the other party in time under the provisions of this contract, and causes economic losses or other adverse effects to the other party, the aggrieved party shall be entitled to demand that the defaulting party pays compensation for damages and eliminates adverse effects.

Article X Supplementary Provisions

For issues not stipulated in this contract, party A and party B shall sign a supplement agreement; provided that supplement agreement is in conflict with this contract or other supplement agreements, the agreement signed later shall prevail.

Provided that a dispute arises when party A and party B fulfill this contract, it shall be settled through consultations. Provided that the mediation fails, and one of the parties concerned demands arbitration, it shall apply with the labor disputes arbitration committee where party A is located for arbitration within 60 days starting from the date of the occurrence of a labor dispute; provided that one party does not accept the arbitration award, this party shall institute legal proceedings in a people’s court where party A is located within 15 days after receiving the arbitral award.

This contract is written in Chinese language in two originals, one for each party.

This contract or any rights hereunder shall not be transferred to any third party.

This contract shall come into effect as soon as it is duly signed and sealed by party B and by party A.

Party A: Henan Law Anhou Insurance Agency Co., Ltd. legal representative or principal (sealed by): LI, FU-CHANG	Party B (Sealed by): LO, CHUNG-MEI
Date:     2010.01.01	Date: 2010.01.01

EX-10.25

Contract No.:

Labour          Contract

Party A (Employer): Jiangsu Law Insurance Broker Co., Ltd.

Party B (Employee):  CHIANG, TE-YUN

Supervised by Tongzhou Municipal Bureau of Labour and Social Security

This contract is concluded by and between Party A and Party B in accordance with the “Labor Law”, “Jiangsu Province Labour Contract Regulations” and other relevant laws and regulations, in the principles of equality, voluntariness, consensus through negotiation and good faith, to establish labour relations and define the rights and obligations of each party, and all the terms and conditions of this contract shall be observed by both parties.

I. Before signing this labour contract, both parties shall carefully read the terms and conditions and have a good knowledge of the rights and obligations stipulated by this contract.

II. Contract Term

1. Labour contract, according to “Labour Law”, may be signed as a fixed-term labour contract, a non-fixed term labour contract or a task-oriented labour contract. Either of the said terms may be chosen upon the agreement by both parties with ticking “√” in the corresponding box and be filled with related contents.  Multiple choices or no choice will result in the invalid contract.

√(1) Fixed-term contract: from 2009/12/30 (Y/M/D) to 2011/12/29 (Y/M/D), lasts for 2 year(s). The probation is 0 month(s), from ___month, ____day, _____year to____ month, ____day, _____year.

   (2) Non-fixed term contract: from ___month, ____day, _____year to the occurrence of a statutory termination condition, such as termination of legal person of Party A, Party B reaching retired age, death of Party B or other termination conditions agreed by both parties.

   (3) Task-oriented contract: the job (task) content, requirements, acceptance and other issues shall be separately stipulated in the appendix of contract.

2. The employing unit shall notify the intent of termination or renewal to the employee in written form within thirty (30) days prior to the expiration of contract. The formalities for termination or renewal shall be gone through by the parties at the expiring date of contract.

3. Upon the expiration of contract, neither renewal contract being signed nor termination formalities being gone through, Party B continues to do the job assigned by Party A, which shall be deemed that the parties, under the original conditions excepted the contract term, agree and continue to perform the labour contract. The employee may dissolve the labour relation at any time; however, the employer shall dissolve the labour relation by giving the employee a thirty (30) days prior written notice.

III. Job Content

1 Party A employs Party B to engage in Manager post.

2 The job responsibility and the requirements of  production (work) quantity and quality shall be subject to relevant regulations of Party A. In case there is a Post (Appointment) Contract, the content shall not be in conflict with this contract, and the incompatible parts shall be invalid. Party B shall complete the work assigned by Party A according to this contract on time and in required quality and quantity.

IV. Working Hours & Leave

1 Following working hours systems may be chosen by Party A with ticking “√” in the corresponding box, otherwise, the standard working hours system shall be defaulted as agreed by the parties.

√(1) Standard working hours system;

   (2) Non-fixed working hours system;

   (3) Cumulative working hours system.

2 During the contract period, Party B has the right to enjoy the statutory holidays, public holidays, home leave, marriage leave, funeral leave, family planning leave and other paid leave.

V. Labour Remuneration

1 Party A may determine the payment distribution forms and pay level legally as per the production and management features and the economic benefit of itself. The salary paid by Party A for the normal labour provided by Party B shall be no less than the local minimum salary or the pay level stipulated in the collective contract.

2 During the probation period, Party B’s monthly salary is RMB 2250. After that, the monthly salary is RMB 2250. Party A shall pay salary to Party B in currency on the 5th day of every month, any unreasonable reduction or arrears is not allowed.

VI. Labour Protection  and Labour Condition

1 As is required by law, Party A shall provide required labour condition and labour instruments to Party B, establish and improve manufacturing practices /work specifications and guarantee that Party B enjoys his/her labour rights and perform his/her labour obligations.

2 Party A shall establish the labour safety and hygiene system, provide necessary labour protective devices as per the labour safety and hygiene conditions stipulated by the state, provide labour safety and hygiene education to Party B to avoid accidents, reduce occupational hazards and ensure safe and civilized production.

3 Party B shall receive the management and position skill training provided by Party A, constantly improve the professional qualities and labour skills and strictly abide by the safety operation specifications.

4 According to the relevant national provisions, female employee and underage employee shall have the right to enjoy special labour protection.

VII.   Labour Discipline

1 Party A shall formulate and improve labour discipline rules and regulations according to the laws, and the content shall not conflict with the state laws, regulations or policies. Party B shall strictly abide by the said labour discipline rules and regulations.

2 The rules and regulations formulated by Party A shall be in accordance with legal procedure and be known to Party B by public notification or other ways.

VIII. Social Insurance and Benefits

1 Both parties shall take part in various social insurance and pay social insurance premiums according to the law. Party A will deduct Party B’s social insurance premium from his/her salary and pay off on his/her behalf.

2 Party A shall create conditions to improve collective welfare and provide Party B with better welfare treatment. The treatment for Party B due to work-related disability, occupational disease and death and the treatment of Party B due to non-work related injury, disease and death shall be implemented by Party A according to the state laws, regulations and other relevant provisions.

IX. Labour Contract Modification Cancellation and Termination

1 The parties may modify the partial content of the labour contract if they so agree after consultations, the amended provisions shall be recorded in written form. The party shall respond to the modification request in writing within fifteen (15) days since receiving it,  if no rely is made after the time limit expires, it shall be deemed that the party does not agree to modify the labour contract, unless otherwise specified by both parties.

2 This contract may be canceled based on both parties’ mutual negotiation.

3 According to the provision of Clause25, Clause 26 and Clause 27 of “Labour Law”, Party A may cancel the labour contract with Party B. In case that Party B meets any condition stipulated by Clause 29 of “Labour Law”, Party A shall not cancel the contract, unless Party B meet the conditions stipulated by Clause 25 of “Labour Law”.

4. Party B may cancel the contract by giving a thirty (30) days’ prior written notice to Party A. However, in case there is any condition stipulated by Clause 32 of “Labour Law” or Clause 33 of “Jiangsu Province Labour Contract Regulations”, Party B may notify Party A for cancelling the contract at any time.

5. The labour contract terminates when the term of contract expires or other terminal conditions agreed by both parties occur.

6. Party A shall carry out related procedure for transferring the labour relations of Party B after the cancellation and termination of labour contract. In case Party A fails to carry out the said procedure on time, which affects the re-employment or getting unemployment benefit of Party B, Party A shall pay one month’s salary to Party B for per each delayed month according to the local minimum salary standard.

X. Liability for Breach

1 Both parties may make an agreement of liquidated damages for the breach of contract, the amount of liquidate damages shall be determined according to the labour reward of employee, in the principle of fairness.

2 The liquidate damages against employee only applies to the two circumstances below:

(1) The employee breaches the agreement of service period;

(2) The employee breaches the agreement of keeping trade secrets or the non-competition agreement.

XI. Trade Secret

1 At the post of ____________ (this obligation is valid for Party B unless the blanket is filled), Party B may possess the trade secrets of Party A with unknown to public, bringing economic efficiency and having practical value, and Party A has taken adequate measures to protect these secrets. Party B shall undertake the obligation of keeping the trade secrets.

2 Party B shall cancel the contract by giving a six (6) months’ prior written notice to Party A during the contract period, Party A may adjust his/her post in time to protect the trade secret and the contract may be cancelled after the six months; Party B shall agree that he/she will not use any trade secret of Party A after this contract term and in subsequent three years, nor disclose the trade secrets of Party A to any third party (including person and organization) in any form, unless receiving the written permission from Party A. In case that Party B breaches this agreement,   Party B shall pay RMB ______ to Party A as compensation.

3 Where Party B breaches the contract, Party A has the right to initiate the labor disputes arbitration. Since Party A requires Party B to fulfill the contract, Party A shall pay confidential compensation _____yuan to Party B at the same time of termination or cancellation of this contract (the annual economic compensation shall be no less than one third of the total remuneration that the employee has received from employing unit during the twelve months before he/she leaving the employing unit). In case that Party A Party B shall not undertake any obligation of confidentiality.

XII. Other terms and conditions observed by both parties

1. Both parties shall abide by the national family planning policy, and the employer shall guarantee the employee’s right of family planning.

2.

3.

4.

XIII. Other issues not mentioned herein shall be subject to the relevant laws and provisions of Jiangsu Province or the state; if no such provision exists, the issues shall be solved by negotiation.

XIV. Labour dispute resolutions

1. Any disputes arising from the execution of the contract may be settled through friendly consultations between both parties, through a mediation or arbitration, or instituting a legal proceeding against the arbitral award.

2. After a labour dispute arises, the arbitration shall be submitted to the Labour Dispute Arbitration Committee within sixty days, counting from the day the dispute occurs.

XV. This contract may not be altered or signed by other unauthorized units, any alteration or substituted signature shall be deemed invalid. This labour contract shall be verified by the labour administrative department within one month since the execution of signature and seal by both parties hereto.

XVI. This contract is served in duplicates, each party holding one copy. Any of the two parties cannot hold the both copies, in case there is any different interpretation of contract, the interpretation to the benefit of the party not holding contract shall prevail.

Party A (signature/seal): Jiangsu Law Insurance Broker Co., Ltd.

 Party B (signature): CHIANG, TE-YUN

Legal Representative or Entrusted Agent:

(signature/seal)

Date: 2009/12/30	Date: 2009/12/30
Verified by Labour Contract Verification Organization	Verification Personnel:
Verification Organization (seal)
Date:

EX-10.26

Sichuan Kangzhuang Insurance Agency Limited Liability Company

Supplementary Provisions of Labor Contract for Managers and Administrators

Party A: Sichuan Kangzhuang Insurance Agency Co., Ltd.

Legal representative: Zhang Qinglin

Registered address: block B, 14th floor, Renbao building, No.57, Dongyu street, Jinjiang district, Chengdu

Name of party B: HSU, WEN-YUAN

ID No.: Taiwanese passport: 04266507

Mobile number: 15196656519

Herein,

Both party A and party B absolutely accept:

1. Supplementary provisions of this contract (hereafter called “this supplementary provisions”) shall be an integral part of the “labor contract” signed by two parties (hereafter called “labor contract”), and shall be signed, together with “labor contract”.

2. Provided that this supplementary provision is inconsistent with “labor contract” and “job specification” of party A, this supplementary provision shall prevail.  Issues, not stipulated in this supplementary provision, shall be applied to agreements of “labor contract”.

On the basis of equal consultation, party A and party B reach an agreement on issues, not mentioned in “labor contract”, as follows:

Article I Term of supplementary provision of labor contract:

Be same as “labor contract”.

Article II Rank and working place of party B:

2.1 Party B serves as: general manager of marketing department in Sichuan Kangzhuang Insurance Agency Limited Liability Company.

2.2 Working place: Sichuan.

Article III Salary on rank of party B:

              3.1 Both party A and party B agree that, monthly wage of party B is constructed by monthly fixed wage and monthly performance bonus.

              3.2 Monthly fixed basic wage of party B is RMB13, 000.

      3.3 Basic wage of the month when party B takes office or leaves the post shall be counted on the basis of the actual number of days when in office in that month.

              3.3 The calculation method of monthly performance bonus:

                    Monthly performance bonus=

              FYB of all the Counseling agencies for the last month* 0.5%

  3.4 Counseling agencies: Kangxin area, Pengzhou Branch Company, Dujiangyan Branch Company, Mianyang Branch company (including Santai Branch Company)

  3.5 Monthly performance bonus excludes special business performance.

Article IV Welfare on rank of party B:

      4.1 Airplane tickets for returning to Taiwan shall be paid three times in each fiscal year; receipts and tickets shall be checked and reimbursed.

      4.2 In the year when party B leaves office, if party B does not work for six months in this company, airplane tickets for returning to Taiwan shall be counted and paid on the basis of proportion; receipts and tickets shall be checked and reimbursed.

Article V Provided that related provisions on social insurance in “labor contract” are not applicable, party B shall not stand for or advocate rights and interests of any term of social insurance in the “labor contract”.

Article VI This supplementary provision shall come into force as from signing date of party A and party B, and shall be legally valid.  This contract has two copies, one for each party.

Declaration of party B: I declare that I have carefully read through all terms of supplementary provisions of this labor contract, and have fully understood legal implications of each term.  Signature and seal, signed and sealed on supplementary provisions of this labor contract by myself, indicate that I absolutely accept contents of supplementary provisions of this labor contract.

Party A: Sichuan Kangzhuang Insurance Agency Co., Ltd.	Party B (Sealed by): HSU, WEN-YUAN
Legal representative or principal (sealed by): Zhang Qinglin
Date: November 12, 2009	Date: November 12, 2009

EX-10.27

Sichuan Kangzhuang Insurance Agency Limited Liability Company

Labor Contract

This contract is signed by the two parties:

Name of party A: Sichuan Kangzhuang Insurance Agency Co., Ltd. (hereinafter referred to as Party A)

Legal representative: Zhang Qinglin

Registered address: Block B, 14th floor, Renbao Building, No.57, Dongyu Street, Jinjiang District, Chengdu

Postcode: 610016

Tel: (028)86665409

Name of party B: TSAI, SHIU-FANG

ID No.: Taiwanese passport: 017997203(D)

Home address:

Physical address:                                                  Postcode of physical address:

Mobile number: 13808222276                            Tel of physical address: 13808222276

It is confirmed that party B has been informed and fully understood natures and requirements of the job that party B applies for in party A, working environment and conditions, and basic situation which is relevant to rights and obligations of performing labor contract at present or in the future, and promised that employment materials, provided by party A, are real and effective.  In accordance with Labor Law of the People’s Republic of China, Law of the People’s Republic of China on Employment Contracts, relevant laws and regulations, abiding by principles of legality, fairness, equality, voluntariness, unanimity through consultation, honesty and credibility, party A and party B reach following agreements:

Article I Term of the Labor Contract

1.1 Expiry date of this contract is the date determined in section 1.1.1;

1.1.1 Fixed term: from 01 date May month 2008 year to 30 date April month 2011 year, thereinto, probationary period is from 01 date May month 2008 year to 30 date June month 2008 year.

1.1.2 Non-fixed term: fromdatemonthyear to when legal termination conditions arise.

1.1.3 The term is fixed in terms of completing certain amount of task: fromdatemonthyear to datemonthyear when the task is completed.

1.2 Provided that by evaluation party B can’t meet employment requirements of party A in probationary period (including employment conditions, job responsibility, and job description), party A can terminate this contract.

1.3 This contract shall be terminated upon expiration. For the sake of work requirements, both party A and party B are willing to continue the labor relation, labor contract shall be renewed by consensus.

Article II  Job description and working place

2.1 Party B agrees to accept the job as general manager of management department, provided by party A.  Related job responsibilities, working content and places shall refer to attachment of this contract, Job Description, for details.

2.2 When both parties are confirmed to sign this contract, both parties have fully communicated on requirements provided in Job Description that party B shall perform; and have further indentified that, party B is employed as the position stated in item 2.1, but party A can assign other job responsibilities to party B, or reasonably shift party B to other positions in accordance with variation of business needs, organizational structure(including position) adjustment, or capability, working performance and behavior, career development and health condition of party B.  Written notice shall be given by party A, and shall be valid as the attachment of this contract.

2.3   (1) Party B agrees to dedicatedly and diligently complete tasks that the position requires, including other tasks temporarily arranged by supervisor. In addition, party B shall expressly agree to not sign labor service contract with other third parties by any means (regardless of part time or other ways) in the whole period when it is employed by party A.

  (2) In validity period of this contract, party B shall not provide service or business support to enterprises or organizations, which directly or indirectly develop competitive relationship with party A or branch organization of party A, by any means. In the duration of this contract, party B shall not seek or hold profit by other ways in above enterprises, organizations, and business or transaction.

Article III Labor remuneration, social insurance, working hours, rest and vacations

3.1 Party A institutes wage system for post. On the basis of position stated in item 2.1, party A shall pay pre-tax RMB14, 000 to party B each month. This wage covers various allowance and subsidies specified by the government.  Party A shall calculate and pay remuneration of last month at the tenth day of each month, based on payment voucher of bank.  This amount of remuneration is executed in probationary period as well.  Party A and party B agree to keep wage information of party B in confidence.

3.2 Party A institutes system of wage variation with position.  Party B agrees to accept wage on the new position when party B is arranged to be on new position or assume new job.

3.3 The company shall pay social insurance for party B, such as endowment insurance, medical insurance, unemployment insurance, working safety insurance and reproduction insurance, in accordance with national and local related laws and regulations.  Legal parts, shouldered by the individual, shall be paid by party B, and shall be deducted in party B’s wage each month by party A.

3.4 Welfare provided by party A shall be listed in rules and regulations that party A provides for party B.

3.5 Party B shall pay individual income tax to tax authorities from income paid by party A.  It shall be withheld on a monthly basis by party A from party B’s wage to tax authorities.

3.6 In accordance with national regulation, and following item 3.6.2, party A shall determine system of working hours, and arrange work for party B.  Specific working hours shall meet the requirement of actual management for party B’s department as well.

3.6.1 Standard labor time system: party B shall work 8 hours each day, 40 hours each week.

3.6.2 Irregular working hours system: it is implemented in according to the new contract, that is Agreement for Irregular Working Hours System, signed by party A and party B.

3.6.3 Integrated system of working hours: it is implemented in according to the new contract, that is Agreement for Integrated System of Working Hours, signed by party A and party B.

3.7 On condition that national and local related labor laws and regulations are not violated, if party A arranges party B to prolong working hours, party A shall arrange compensatory time or pay overtime wage for party B in accordance with the regulations. Dinner time of party B shall not be involved in working hours.

3.8 Except taking holidays in official rest days, and in period for treatment for the sake of disease or non-work injury, party B shall enjoy annual paid vacation, other vacations and welfare benefits, provided by party A.  Relevant sickness pay, disease salvage cost and medical care shall be implemented in accordance with related national and local regulations.

3.9 If party B suffers from occupational diseases, or is injured due to the work, wage and pay for work-related injuries shall be implemented in accordance with related national and local regulations.

Article IV Labor condition, labor protection and labor discipline

4.1 Party A shall provide equipments and supplies for party B, which are necessary to perform duties.  The ownership of these equipments and supplies shall be party A’s own, and shall only be used in related affairs, which service party A.

4.2 Party A shall provide working environment, which meets requirements of labor protection, safety and sanitation of this industry, for party B.

4.3 During working, party B shall improve awareness of labor safety and self-protection, and shall strictly abide by operation rules for position safety.

4.4 Party B shall abide by labor discipline, rules and regulations of party A.  Provided that party B violate labor discipline, rules and regulations, party A shall take disciplinary measures, or even dissolve labor contract.

Article V Dissolution and termination of contract

5.1 Party A and party B can dissolve this contract by consensus.

5.2 Meeting one of following conditions, this contract shall be terminated, except as otherwise prescribed by applicable laws and regulations:

(1) Upon expiration of this contract;

(2) Party B has the right to basic pension insurance in accordance with laws;

(3) Party B is dead, or has been declared dead or missing by people’s court;

(4) Party A has been declared bankrupt in accordance with laws;

(5) Party A has its business license revoked, is ordered to close down and revoked, or party A decides to dissolve in advance;

(6) Other circumstances as stipulated by laws and administrative regulations.

5.3 Meeting one of following conditions, party A shall inform party B in written form 30 days in advance, or shall pay one month’s wage for party B in addition, then dissolve this contract, except as otherwise prescribed by applicable laws and regulations:

   (1) Party B suffers from diseases or gets injured not related to his/her employment, can’t engage in existing work after specified medical period, and can’t engage in other work provided by party A;

   (2) Party B can’t be competent for the job.  By training or adjusting working position, party B still can’t be competent for the job.

   (3) Major changes take place in objective circumstances, to which this contract is made according, resulting in incapability of performance for this contract.  Party A and party B do not reach an agreement on altering this contract by consensus.

 

5.4 Provided that party B meets one of following conditions, party A shall dissolve this contract at any time:

(1) Force party A against his/her true intentions to enter into this contract by means of fraud or duress, and result in invalidity of this contract;

(2) Be found unqualified during the probationary period;

(3) Seriously violate rules and regulations, formulated by party A in accordance with laws;

(4) Neglect his/her duties to a serious extent, practice graft while holding public office, and cause damage to interests of party A;

(5) Establish labor relations with other organizations at the same time, cause serious impact on completing tasks of party A, or refuse to correct his/her errors when party A puts forward it;

(6) Be affixed with criminal responsibility;

(7) Other circumstances as stipulated by laws and administrative regulations.

5.5 During probationary period, party B shall inform party A of dissolving this contract in written form three days in advance; provided that party B resigns after probationary period, party B shall inform party A of dissolving this contract in written form 30 days in advance.

5.6 Provided that party A meets one of following conditions, party B shall inform party A of dissolving this contract at any time:

(1) Party A does not provide labor protection or labor conditions in accordance with agreements of this contract;

(2) Party A does not pay labor remuneration in time and in full;

(3) Party A does not pay social insurance premiums for party B in accordance with laws;

(4) Rules and regulations of party A violate laws and regulations, harm to the interests of party B;

(5) Party A forces party B against his/her true intentions to enter into or alter labor contract by means of fraud or duress, or by taking advantage of the other party’s hardship, resulting in invalidity of this contract.

5.7 Provided that party B meets one of following conditions, party A shall not dissolve labor contract:

(1) Engage in the occupational-disease-inductive operation, do not receive occupational health examination before leaving the post, or when patients suffering from the occupational-disease-like diseases are diagnosed and observed by the medical;

(2) Party A has been confirmed to have lost totally or partially the capabilities of work due to occupational disease or job injuries;

(3) Suffer from diseases or injury inflicted off the job during specified treatment period;

(4) Female workers during pregnancy, child birth and baby nursing period;

(5) Have been working for 15 years in this unit, and will be retired in less than 5 years in accordance with laws;

(6) Other circumstances as stipulated by laws and administrative regulations.

5.8 When this contract is dissolved or terminated, party B shall pay back training expense or liquidated damage, which are prescribed (or has) by relevant training agreement or agreement for service period, for party A within the prescribed time limit.

5.9 When this contract is terminated or dissolved, party A shall pay economic compensation money for party B, which complies with laws, rules and regulations.  Party A shall pay it for party B in accordance with regulations when party B handles work handover, except as otherwise party A and party B settle another paid day.

 

5.10 When this contract is dissolved or terminated for any reason, party B shall handle work handover in accordance with agreements of both parties and related regulations of party A, and shall return all used and kept treasures that belong to party A; provided that for the sake of reasons of party B, party B can’t handle work handover or return treasures to party A in time, and result in financial losses, party B shall be liable for compensation.

Article VI Confidentiality clause

6.1 Without the approval from party A, party B shall not disclose any information confidential or secret for party A, and facts or information relevant to affairs or business to any third party, except as otherwise inquired by the government or judicial.  This obligation shall remain in effect after the terminations of labor contract, until relevant facts or information have entered into the public as public information.  Party A shall be entitled to establish confidentiality provisions, or sign confidentiality agreement with party B, to clearly definite the scope of business secrets and related rights and obligations.  Provided that business secrets are known by the public, contents of secrecy and confidentiality clause, and confidentiality agreement shall be invalid automatically.

6.2 Without the approval from party A, party B shall not take or copy any document and/or other written materials, which are not directly relevant to party B’s duties, and any personnel without approval from party A shall not touch above materials, regardless of in office of party A or outside this office.

6.3 Without the approval from party A, party B shall not reveal contents of any items in this contract to any third party, except as otherwise inquired by the government or judicial.

Article VII Liability for breach of contract

7.1 Provided that any party is in breach of this contract, this party shall be liable for its breach for contract and indemnify for all losses thus incurred to the other party.

7.2 Provided that any party dissolves this contract, does not inform the other party in time under the provisions of this contract, and causes economic losses or other adverse effects to the other party, the aggrieved party shall be entitled to demand that the defaulting party pays compensation for damages and eliminates adverse effects.

Article VIII Labor dispute

8.1 Provided that a dispute arises when party A and party B fulfill this contract, it shall be settled through consultations.

8.2 Provided that the mediation fails, and one of the parties concerned demands arbitration, it shall apply with the labor disputes arbitration committee where party A is located for arbitration within 60 days starting from the date of the occurrence of a labor dispute; provided that one party does not accept the arbitration award, this party shall institute legal proceedings in a people’s court where party A is located within 15 days after receiving the arbitral award.

Article IX Other matters the parties deem appropriate

9.1 Party B shall agree to abide by Behavior Norms on Business Ethic and Compliance of party A (hereinafter called “Behavior Norms”) and its revision.

9.2 Hereafter, provided that party A revises and substitutes rules and regulations, involved with vital interests of employees, party A shall inform party B in time.

9.3 Letter of Employment Offer, and Job Specification, signed by party A and party B, are effective as attachments of this contract, and have the equal legal effect.

9.4 Party B shall not ask any third party to give, or accept presents or benefits by any means by taking advantage of its position.

Article X Others

10.1 Party B shall guarantee there is no any legal obligation or contractual obligation with other organizations to restrict legal qualification, with which party B establishes labor contract relation with party A under laws, and shall agree that any dispute or other claim indemnities on economy, caused by former labor relations, shall have nothing to do with party A.

10.2 For issues not stipulated in this contract, party A and party B shall sign a supplement agreement; provided that supplement agreement is in conflict with this contract or other supplement agreements, the agreement signed later shall prevail.

10.3 This contract is written in Chinese language in two originals, one for each party.

10.4 This contract or any rights hereunder shall not be transferred to any third party.

10.5 Provided that terms of this contract are contrary to national or local laws, regulations and policies, national or local laws, regulations and policies shall prevail.

10.6 This contract shall come into effect as soon as it is duly signed by party B and sealed by party A.

Party A: Sichuan Kangzhuang Insurance Agency Co., Ltd.
	Party B (Sealed by): TSAI, SHIU-FANG
Legal representative or principal (sealed by): Zhang Qinglin
Date: May 01, 2008	Date: May 01, 2008

Sichuan Kangzhuang Insurance Agency Limited Liability Company

Supplementary Provisions of Labor Contract for Managers and Administrators

Party A: Sichuan Kangzhuang Insurance Agency Co., Ltd.

Legal representative: Zhang Qinglin

Registered address: block B, 14th floor, Renbao building, No.57, Dongyu street, Jinjiang district, Chengdu

Name of party B: TSAI, SHIU-FANG

ID No.: Taiwanese passport: 017997203(D)

Mobile number: 13808222276

Herein,

Both party A and party B absolutely accept:

1. Supplementary provisions of this contract (hereafter called “this supplementary provisions”) shall be an integral part of the “labor contract” signed by two parties (hereafter called “labor contract”), and shall be signed, together with “labor contract”.

2. Provided that this supplementary provision is inconsistent with “labor contract” and “job specification” of party A, this supplementary provision shall prevail.  Issues, not stipulated in this supplementary provision, shall be applied to agreements of “labor contract”.

On the basis of equal consultation, party A and party B reach an agreement on issues, not mentioned in “labor contract”, as follows:

Article I Term of supplementary provision of labor contract:

 Be same as “labor contract”.

Article II Rank and working place of party B:

2.1 Party B serves as: general manager of management department in Sichuan Kangzhuang Insurance Agency Limited Liability Company.

2.2 Working place: Sichuan.

Article III Salary on rank of party B:

             3.1 Both party A and party B agree that, monthly fixed basic wage of party B is RMB14, 000.

             3.2 Basic wage of the month when party B takes office or leaves the post shall be counted on the basis of the actual number of days when in office in that month.

Article IV Welfare on rank of party B:

      4.1 Airplane tickets for returning to Taiwan shall be paid three times in each fiscal year; receipts and tickets shall be checked and reimbursed.

      4.2 In the year when party B leaves office, if party B does not work for six months in this company, airplane tickets for returning to Taiwan shall be counted and paid on the basis of proportion; receipts and tickets shall be checked and reimbursed.

Article V Provided that related provisions on social insurance in “labor contract” are not applicable, party B shall not stand for or advocate rights and interests of any term of social insurance in the “labor contract”.

Article VI This supplementary provision shall come into force as from signing date of party A and party B, and shall be legally valid.  This contract has two copies, one for each party.

Declaration of party B: I declare that I have carefully read through all terms of supplementary provisions of this labor contract, and have fully understood legal implications of each term.  Signature and seal, signed and sealed on supplementary provisions of this labor contract by myself, indicate that I absolutely accept contents of supplementary provisions of this labor contract.

Party A: Sichuan Kangzhuang Insurance Agency Co., Ltd.
Legal representative or principal (sealed by): Zhang Qinglin	Party B (Sealed by): TSAI, SHIU-FANG
Date: May 01, 2008	Date: May 01, 2008

EX-10.28

Contract No.:

Labour          Contract

Party A (Employer): Jiangsu Law Insurance Broker Co., Ltd.

Party B (Employee):  HSIEH, TUNG-CHI

Supervised by Tongzhou Municipal Bureau of Labour and Social Security

This contract is concluded by and between Party A and Party B in accordance with the “Labor Law”, “Jiangsu Province Labour Contract Regulations” and other relevant laws and regulations, in the principles of equality, voluntariness, consensus through negotiation and good faith, to establish labour relations and define the rights and obligations of each party, and all the terms and conditions of this contract shall be observed by both parties.

I. Before signing this labour contract, both parties shall carefully read the terms and conditions and have a good knowledge of the rights and obligations stipulated by this contract.

II. Contract Term

1. Labour contract, according to “Labour Law”, may be signed as a fixed-term labour contract, a non-fixed term labour contract or a task-oriented labour contract. Either of the said terms may be chosen upon the agreement by both parties with ticking “√” in the corresponding box and be filled with related contents.  Multiple choices or no choice will result in the invalid contract.

√(1) Fixed-term contract: from 2009/12/30 (Y/M/D) to 2011/12/29 (Y/M/D), lasts for 2 year(s). The probation is 0 month(s), from ___month, ____day, _____year to____ month, ____day, _____year.

   (2) Non-fixed term contract: from ___month, ____day, _____year to the occurrence of a statutory termination condition, such as termination of legal person of Party A, Party B reaching retired age, death of Party B or other termination conditions agreed by both parties.

   (3) Task-oriented contract: the job (task) content, requirements, acceptance and other issues shall be separately stipulated in the appendix of contract.

2. The employing unit shall notify the intent of termination or renewal to the employee in written form within thirty (30) days prior to the expiration of contract. The formalities for termination or renewal shall be gone through by the parties at the expiring date of contract.

3. Upon the expiration of contract, neither renewal contract being signed nor termination formalities being gone through, Party B continues to do the job assigned by Party A, which shall be deemed that the parties, under the original conditions excepted the contract term, agree and continue to perform the labour contract. The employee may dissolve the labour relation at any time; however, the employer shall dissolve the labour relation by giving the employee a thirty (30) days prior written notice.

III. Job Content

1 Party A employs Party B to engage in Division Chief of management post.

2 The job responsibility and the requirements of  production (work) quantity and quality shall be subject to relevant regulations of Party A. In case there is a Post (Appointment) Contract, the content shall not be in conflict with this contract, and the incompatible parts shall be invalid. Party B shall complete the work assigned by Party A according to this contract on time and in required quality and quantity.

IV. Working Hours & Leave

1 Following working hours systems may be chosen by Party A with ticking “√” in the corresponding box, otherwise, the standard working hours system shall be defaulted as agreed by the parties.

√(1) Standard working hours system;

   (2) Non-fixed working hours system;

   (3) Cumulative working hours system.

2  During the contract period, Party B has the right to enjoy the statutory holidays, public holidays, home leave, marriage leave, funeral leave, family planning leave and other paid leave.

V. Labour Remuneration

1 Party A may determine the payment distribution forms and pay level legally as per the production and management features and the economic benefit of itself. The salary paid by Party A for the normal labour provided by Party B shall be no less than the local minimum salary or the pay level stipulated in the collective contract.

2 During the probation period, Party B’s monthly salary is RMB 3000. After that, the monthly salary is RMB 3000. Party A shall pay salary to Party B in currency on the 5th day of every month, any unreasonable reduction or arrears is not allowed.

VI. Labour Protection  and Labour Condition

1 As is required by law, Party A shall provide required labour condition and labour instruments to Party B, establish and improve manufacturing practices /work specifications and guarantee that Party B enjoys his/her labour rights and perform his/her labour obligations.

2 Party A shall establish the labour safety and hygiene system, provide necessary labour protective devices as per the labour safety and hygiene conditions stipulated by the state, provide labour safety and hygiene education to Party B to avoid accidents, reduce occupational hazards and ensure safe and civilized production.

3 Party B shall receive the management and position skill training provided by Party A, constantly improve the professional qualities and labour skills and strictly abide by the safety operation specifications.

4 According to the relevant national provisions, female employee and underage employee shall have the right to enjoy special labour protection.

VII.   Labour Discipline

1 Party A shall formulate and improve labour discipline rules and regulations according to the laws, and the content shall not conflict with the state laws, regulations or policies. Party B shall strictly abide by the said labour discipline rules and regulations.

2 The rules and regulations formulated by Party A shall be in accordance with legal procedure and be known to Party B by public notification or other ways.

VIII. Social Insurance and Benefits

1 Both parties shall take part in various social insurance and pay social insurance premiums according to the law. Party A will deduct Party B’s social insurance premium from his/her salary and pay off on his/her behalf.

2 Party A shall create conditions to improve collective welfare and provide Party B with better welfare treatment. The treatment for Party B due to work-related disability, occupational disease and death and the treatment of Party B due to non-work related injury, disease and death shall be implemented by Party A according to the state laws, regulations and other relevant provisions.

IX. Labour Contract Modification Cancellation and Termination

1 The parties may modify the partial content of the labour contract if they so agree after consultations, the amended provisions shall be recorded in written form. The party shall respond to the modification request in writing within fifteen (15) days since receiving it,  if no rely is made after the time limit expires, it shall be deemed that the party does not agree to modify the labour contract, unless otherwise specified by both parties.

2 This contract may be canceled based on both parties’ mutual negotiation.

3 According to the provision of Clause25, Clause 26 and Clause 27 of “Labour Law”, Party A may cancel the labour contract with Party B. In case that Party B meets any condition stipulated by Clause 29 of “Labour Law”, Party A shall not cancel the contract, unless Party B meet the conditions stipulated by Clause 25 of “Labour Law”.

4. Party B may cancel the contract by giving a thirty (30) days’ prior written notice to Party A. However, in case there is any condition stipulated by Clause 32 of “Labour Law” or Clause 33 of “Jiangsu Province Labour Contract Regulations”, Party B may notify Party A for cancelling the contract at any time.

5. The labour contract terminates when the term of contract expires or other terminal conditions agreed by both parties occur.

6. Party A shall carry out related procedure for transferring the labour relations of Party B after the cancellation and termination of labour contract. In case Party A fails to carry out the said procedure on time, which affects the re-employment or getting unemployment benefit of Party B, Party A shall pay one month’s salary to Party B for per each delayed month according to the local minimum salary standard.

X. Liability for Breach

1 Both parties may make an agreement of liquidated damages for the breach of contract, the amount of liquidate damages shall be determined according to the labour reward of employee, in the principle of fairness.

2 The liquidate damages against employee only applies to the two circumstances below:

(1) The employee breaches the agreement of service period;

(2) The employee breaches the agreement of keeping trade secrets or the non-competition agreement.

XI. Trade Secret

1 At the post of ____________ (this obligation is valid for Party B unless the blanket is filled), Party B may possess the trade secrets of Party A with unknown to public, bringing economic efficiency and having practical value, and Party A has taken adequate measures to protect these secrets. Party B shall undertake the obligation of keeping the trade secrets.

2 Party B shall cancel the contract by giving a six (6) months’ prior written notice to Party A during the contract period, Party A may adjust his/her post in time to protect the trade secret and the contract may be cancelled after the six months; Party B shall agree that he/she will not use any trade secret of Party A after this contract term and in subsequent three years, nor disclose the trade secrets of Party A to any third party (including person and organization) in any form, unless receiving the written permission from Party A. In case that Party B breaches this agreement,   Party B shall pay RMB ______ to Party A as compensation.

3  Where Party B breaches the contract, Party A has the right to initiate the labor disputes arbitration. Since Party A requires Party B to fulfill the contract, Party A shall pay confidential compensation _____yuan to Party B at the same time of termination or cancellation of this contract (the annual economic compensation shall be no less than one third of the total remuneration that the employee has received from employing unit during the twelve months before he/she leaving the employing unit). In case that Party A Party B shall not undertake any obligation of confidentiality.

XII. Other terms and conditions observed by both parties

1. Both parties shall abide by the national family planning policy, and the employer shall guarantee the employee’s right of family planning.

2.

3.

4.

XIII. Other issues not mentioned herein shall be subject to the relevant laws and provisions of Jiangsu Province or the state; if no such provision exists, the issues shall be solved by negotiation.

XIV. Labour dispute resolutions

1. Any disputes arising from the execution of the contract may be settled through friendly consultations between both parties, through a mediation or arbitration, or instituting a legal proceeding against the arbitral award.

2. After a labour dispute arises, the arbitration shall be submitted to the Labour Dispute Arbitration Committee within sixty days, counting from the day the dispute occurs.

XV. This contract may not be altered or signed by other unauthorized units, any alteration or substituted signature shall be deemed invalid. This labour contract shall be verified by the labour administrative department within one month since the execution of signature and seal by both parties hereto.

XVI. This contract is served in duplicates, each party holding one copy. Any of the two parties cannot hold the both copies, in case there is any different interpretation of contract, the interpretation to the benefit of the party not holding contract shall prevail.

Party A (signature/seal): Jiangsu Law Insurance Broker Co., Ltd.

 Party B (signature): HSIEH, TUNG-CHI

Legal Representative or Entrusted Agent:

(signature/seal)

Date: 2009/12/30	Date: 2009/12/30
Verified by Labour Contract Verification Organization	Verification Personnel:
Verification Organization (seal)
Date:

EX-10.29

Tenancy Contract

Landlord (hereinafter referred to as Party A)：  Ma Rui

Tenant(hereinafter referred to as Party B)：   Henan Law Anhou Insurance Agency Co., Ltd.

Party A and Party B have reached an agreement through friendly consultation to conclude and abide by the following contract. Details of this contract are as follows:

I. Location of the premises and Size of the premises

Party A hereby agrees to lease its property whose gross size is 519.43 square meters, located at Building 4K, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan province. in good and tenantable condition to Party B for commercial use.

II Term of  Tenancy：

The lease term will be from 1 (month)  1 (day) 2011 (year) to 12 (month) 30 (day) 2013 (year).

III Usage of Tenancy

Party B promises:

The leased property shall only be used for commercial purpose;

The leased property shall not be used for residential or other illegal purposes;

Party B may not assign the tenancy or sublet the leased Property to a third party without Party A’s consent.

IV. Rent and Payment

  1. The rent for the leased property is RMB 144,000 Yuan per year, which rent shall be not be adjusted during the valid period of this contract.

  2. The leased property shall be used only after the rent is paid. The rental fee should be paid every calendar three months.

Payment

First payment: RMB  36,000shall be paid before January 10th, 2011.

Second payment: RMB 36,000shall be paid before April 10th, 2011.

Third payment: RMB 36,000 shall be paid before July 10th, 2011.

Forth payment: RMB 36,000 shall be paid before October 10th, 2011.

Fifth payment: RMB 36,000 shall be paid before January 10th, 2012.

Sixth payment: RMB 36,000 shall be paid before April 10th, 2012.

Seventh payment: RMB 36,000 shall be paid before July 10th, 2012.

Eighth payment: RMB 36,000 shall be paid before October 10th, 2012.

Ninth payment: RMB 36,000 shall be paid before January 10th, 2013.

Tenth payment: RMB 36,000 shall be paid before April 10th, 2013.

Eleventh payment: RMB 36,000shall be paid before July 10th, 2013.

Twelfth payment: RMB 36,000shall be paid before October 10th, 2013.

In case the rental is more than ten working days overdue, Party B will pay 0.5 percent of monthly rental as overdue fine every day.

3. Henan Futong Property Management Limited Company renders property service to Party B. And the specific contents shall be based on Property Management Service.

4. Ps. The rent is 12,000/ month as agreed by both parties. Party B is responsible for paying the charges in relation to property management, indoor electricity, pooling electricity, pooling water charges on the basis of the amount of such utilities Party B uses. Such charges shall be paid to Henan Futong Property Management Limited Company on the first five days of each month.

V. Equipment deposit and Other charges:

1. During the lease term, Party B shall pay the rent of three months as equipment deposit. The total amount is RMB 36,000. It shall be paid on the signing date of this contract.

2. Party A and Party B agrees that this deposit shall not settle the rent or other charges. When the contract expires, Party A shall return the deposit in full amount within seven days after Party B successfully transacting check-out procedures and settling all the charges.

VI. Party A’s obligations and rights:

1. Party B promises that it is the only valid and legal operator who has the right to lease the usage right of this property.

2. Party A need not to obtain Party B’s agreement when the proprietorship is transferred to the third party by Party A during the lease term. But, a written notice given to Party B is needed and that agreement shall have force effect to Party B and the third party.

3. Party A has investigation right and restriction right of construction noise and construction peculiar smell when Party B exerts house reconstruction.

4. Party A have promised that the property reach to the condition of moving-in within 25 days and that the property reach to the condition of living after Party B delivers the deposit to Party A since the contract is been signed.

5. Party A shall deliver a test report proving that decoration materials are in line with the national standards when Party A delivers property to Party B.

VII Party B’s obligations and rights:

1. Party B must abide by relevant management regulations and promptly pay all rent consciously during the lease term.

2. In case Party B is in need of room-decoration and equipment-increasing, it shall gain Party A’s agreement. And the charge fee shall be paid by Party B, itself.

3. Party B shall render assistance when the management company exerts normal house inspection and maintenance.

4. Party B shall not stack goods at the public places.

5. Party B shall not have outer walls and windows for advertisement usages.

6. Party B must promptly pay the management fee and water and electricity charges.

VIII. Termination Articles of the contract

1. In case this property is destroyed or partly destroyed because of the force majeure, this contract shall be terminated during the lease term.

2. In case Party A shall terminates this contract in advance from the signing date of this contract, it shall notify Party B one month in advance and compensate the rent of six months to Party B as liquidated damage.

3. In case Party B shall terminates this contract in advance from the signing date of this contract, it shall notify Party A one month in advance and compensate the rent of six months to Party A as liquidated damage.

4. In case Party B have not pay the rent to Party A within five days after the rent expiring, Party A has the right to terminate all the management services and its water, electricity and telephone through management company.

5. In case Party B have not pay the rent to Party A within ten days after the rent expiring, Party A could unilateral terminate this contract and take back the leased property. And Party B shall compensate the rent of six months to Party A as liquidated damage.

6. When the contract expires, Party B shall move out all the goods on the contract expiration date. In case the goods of Party B do not move out within three days, Party B shall be viewed as giving up its ownership automatically.

7. In case the deposit could not be enough to afford the rent and other charges, Party A is entitled to detain all the goods of Party A in this room. And they shall be returned after Party B settles all the debts. Party A shall collect custodian fee RMB 10 yuan per article from Party B at the same time. In case Party B does not transact related procedures in the mansion within 45 days, Party B shall be viewed as giving up its ownership of all the goods automatically.

8. When the contract expires, this contract is terminated automatically. Provided that a dispute arises from this contract, it shall be settled through consultations. Provided that the mediation fails, it shall be submitted to the arbitration committee of Zhengzhou.

IX. Others.

1. The lease term shall be calculated since the actually complete transaction date of Party B, the rent term shall be counted as half –month before the fifteenth day of each month. And it shall be counted as a whole month after the fifteenth day of each month (beginning with the sixteenth day of each month).

2. Party A shall provide a renewal notice upon three months before the expiration of this Agreement. In case Party B renews this agreement, Party B shall sign this contract within one week after the sending date of that renewal notice. And Party B shall be considered firstly Under the same conditions. In case it is overdue, Party B shall be seen as automatically given up.

X. There are two originals of this contract. Each party will hold one original(s).

XI. This contract shall come into force as from signing and stamping date of party A and party B

Party A: Ma Rui	Party B: Henan Law Anhou Insurance Agency Co., Ltd.
Representative:	Representative:
Date:     January 10th, 2011	Date:      January 10th, 2011

EX-10.30

Tenancy Contract

Landlord (hereinafter referred to as Party A)：  Ma Rui

Tenant(hereinafter referred to as Party B)：   Henan Law Anhou Insurance Agency Co., Ltd.

Party A and Party B have reached an agreement through friendly consultation to conclude and abide by the following contract. Details of this contract are as follows:

I. Location of the premises and Size of the premises

Party A hereby agrees to lease its property whose gross size is 571.97 square meters, located at Building 4F, Hesheng Plaza, No. 26 Yousheng South Road, Jinshui District, Zhengzhou, Henan province in good and tenantable condition to Party B for commercial use.

II Term of  Tenancy：

The lease term will be from 1 (month) 1 (day) 2011 (year) to 12 (month) 30 (day) 2013 (year).

III Usage of Tenancy

Party B promises:

The leased property shall only be used for commercial purpose;

The leased property shall not be used for residential or other illegal purposes;

Party B may not assign the tenancy or sublet the leased Property to a third party without Party A’s consent.

IV. Rent and Payment

1. The rent for the leased property is RMB 308,868 Yuan per year, which rent shall be not be adjusted during the valid period of this contract.

2. The leased property shall be used only after the rent is paid. The rental fee should be paid every calendar three months.

Payment

First payment: RMB 77,217shall be paid before January 10th, 2011.

Second payment: RMB 77,217shall be paid before April 10th, 2011.

Third payment: RMB 77,217 shall be paid before July 10th, 2011.

Forth payment: RMB 77,217 shall be paid before October 10th, 2011.

Fifth payment: RMB 77,217 shall be paid before January 10th, 2012.

Sixth payment: RMB 77,217 shall be paid before April 10th, 2012.

Seventh payment: RMB 77,217 shall be paid before July 10th, 2012.

Eighth payment: RMB 77,217 shall be paid before October 10th, 2012.

Ninth payment: RMB 77,217 shall be paid before January 10th, 2013.

Tenth payment: RMB 77,217 shall be paid before April 10th, 2013.

Eleventh payment: RMB 77,217shall be paid before July 10th, 2013.

Twelfth payment: RMB 77,217shall be paid before October 10th, 2013.

In case the rental is more than ten working days overdue, Party B will pay 0.5 percent of monthly rental as overdue fine every day.

3. Henan Futong Property Management Limited Company renders property service to Party B. And the specific contents shall be based on Property Management Service.

4. Ps. The rent is 25,739/ month as agreed by both parties. Party B is responsible for paying the charges in relation to property management, indoor electricity, pooling electricity, pooling water charges on the basis of the amount of such utilities Party B uses. Such charges shall be paid to Henan Futong Property Management Limited Company on the first five days of each month.

V. Equipment deposit and Other charges:

1. During the lease term, Party B shall pay the rent of three months as equipment deposit. The total amount is RMB 77,217.  It shall be paid on the signing date of this contract.

2. Party A and Party B agrees that this deposit shall not settle the rent or other charges. When the contract expires, Party A shall return the deposit in full amount within seven days after Party B successfully transacting check-out procedures and settling all the charges.

VI. Party A’s obligations and rights:

1. Party B promises that it is the only valid and legal operator who has the right to lease the usage right of this property.

2. Party A need not to obtain Party B’s agreement when the proprietorship is transferred to the third party by Party A during the lease term. But, a written notice given to Party B is needed and that agreement shall have force effect to Party B and the third party.

3. Party A has investigation right and restriction right of construction noise and construction peculiar smell when Party B exerts house reconstruction.

4. Party A have promised that the property reach to the condition of moving-in within 25 days and that the property reach to the condition of living after Party B delivers the deposit to Party A since the contract is been signed.

5. Party A shall deliver a test report proving that decoration materials are in line with the national standards when Party A delivers property to Party B.

VII Party B’s obligations and rights:

1. Party B must abide by relevant management regulations and promptly pay all rent consciously during the lease term.

2. In case Party B is in need of room-decoration and equipment-increasing, it shall gain Party A’s agreement. And the charge fee shall be paid by Party B, itself.

3. Party B shall render assistance when the management company exerts normal house inspection and maintenance.

4. Party B shall not stack goods at the public places.

5. Party B shall not have outer walls and windows for advertisement usages.

6. Party B must promptly pay the management fee and water and electricity charges.

VIII. Termination Articles of the contract

1. In case this property is destroyed or partly destroyed because of the force majeure, this contract shall be terminated during the lease term.

2. In case Party A shall terminates this contract in advance from the signing date of this contract, it shall notify Party B one month in advance and compensate the rent of six months to Party B as liquidated damage.

3. In case Party B shall terminates this contract in advance from the signing date of this contract, it shall notify Party A one month in advance and compensate the rent of six months to Party A as liquidated damage.

4. In case Party B have not pay the rent to Party A within five days after the rent expiring, Party A has the right to terminate all the management services and its water, electricity and telephone through management company.

5. In case Party B have not pay the rent to Party A within ten days after the rent expiring, Party A could unilateral terminate this contract and take back the leased property. And Party B shall compensate the rent of six months to Party A as liquidated damage.

6. When the contract expires, Party B shall move out all the goods on the contract expiration date. In case the goods of Party B do not move out within three days, Party B shall be viewed as giving up its ownership automatically.

7. In case the deposit could not be enough to afford the rent and other charges, Party A is entitled to detain all the goods of Party A in this room. And they shall be returned after Party B settles all the debts. Party A shall collect custodian fee RMB 10 yuan per article from Party B at the same time. In case Party B do not transact related procedures in the mansion within 45 days, Party B shall be viewed as giving up its ownership of all the goods automatically.

8. When the contract expires, this contract is terminated automatically. Provided that a dispute arises from this contract, it shall be settled through consultations. Provided that the mediation fails, it shall be submitted to the arbitration committee of Zhengzhou.

IX. Others.

1. The lease term shall be calculated since the actually complete transaction date of Party B, the rent term shall be counted as half –month before the fifteenth day of each month. And it shall be counted as a whole month after the fifteenth day of each month (beginning with the sixteenth day of each month).

2. Party A shall provide a renewal notice upon three months before the expiration of this Agreement. In case Party B renews this agreement, Party B shall sign this contract within one week after the sending date of that renewal notice. And Party B shall be considered firstly Under the same conditions. In case it is overdue, Party B shall be seen as automatically given up.

X. There are two originals of this contract. Each party will hold one original(s).

XI. This contract shall come into force as from signing and stamping date of party A and party B

Party A: Ma Rui	Party B: Henan Law Anhou Insurance Agency Co., Ltd.
Representative:	Representative:
Date:     January 10th, 2011	Date:      January 10th, 2011

EX-21

Exhibit 21

Subsidiaries of China United Services, Inc.

ZLI Holdings Limited - Hong Kong

Zhengzhou Lian Hengfu Consulting Co., Ltd. – PRC

Henan Law Anhou Insurance Agency Co., Ltd. (consolidated affiliate) - PRC

Sichuan Kangzhuang Insurance Agency Co. Ltd. - (conolidated affiliate) - PRC

Jiangsu Law Insruance Broker Co., Ltd. - (consolidated affliliate) - PRC

EX-23.1.1

Exhibit-23.1.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Registration Statement on Form S-1 of China United Insurance Services, Inc.of our report dated December 30, 2010 relating to the financial statements of Henan Law Anhou Insurance Agency Co., LTD, which appear such Registration Statement. We also consent to the reference to us under the heading “Experts” in this Registration Statement.

Goldman Kurland and Mohidin LLP

Encino, California

May 13, 2011

EX-23.1.2

Exhibit-23.1.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Registration Statement on Form S-1 of China United Insurance Service, Inc.of our report dated May 11, 2011 relating to the financial statements of Sichuan Kang Zhuang Insurance Agency Co., Ltd., which appear such Registration Statement. We also consent to the reference to us under the heading “Experts” in this Registration Statement.

Goldman Kurland and Mohidin LLP

Encino, California

May 13, 2011

EX-23.1.3

Exhibit-23.1.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Registration Statement on Form S-1 of China United Insurance Service, Inc.of our report dated May 11, 2011 relating to the financial statements of Jiangsu Law Insurance Broker Co., Ltd., which appear such Registration Statement. We also consent to the reference to us under the heading “Experts” in this Registration Statement.

Goldman Kurland and Mohidin LLP

Encino, California

May 13, 2011