The following Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the consolidated
financial statements and the accompanying notes thereto included in Item 8 of
Part II, "Financial Statements and Supplementary Data" of this Form 10-K Report.
Unless otherwise stated, references to particular years, quarters, months or
periods refer to the Company's fiscal years ended in December and the associated
quarters, months and periods of those fiscal years.

Overview


We are a Delaware corporation, incorporated on June 4, 2010 by Mr. Mao, as a
holding company for both ZLI Holdings Limited ("CU Hong Kong") and Action
Holdings Financial Limited ("AHFL", a company incorporated in the British Virgin
Islands). Our common stock is quoted over the counter under the ticker symbol
"CUII" on the OTCQB. The Company primarily engages in brokerage and insurance
agency services by providing two broad categories of insurance products, life
insurance products and property and casualty insurance products, and conducts
its business primarily in three geographic operating segments, Taiwan, the PRC,
and Hong Kong. The insurance products that the Company's subsidiaries sell are
underwritten by certain leading insurance companies in Taiwan, the PRC and
regions and countries near the PRC.

We have three operating subsidiaries in our Taiwan segment and conduct brokerage
and insurance agency services through the subsidiaries across Taiwan. Through
our recent acquisitions and integrations, our Taiwan segment is able to achieve
synergies among group companies and generate more commission revenues from
marketing and selling insurance products. Revenues from the Taiwan segment
continues to increase and contributed about 94.6% of the total revenue of the
Company for the year ended December 31, 2020. As of December 31, 2020, we had 51
sales and service outlets (including the headquarters) with 5,299 sales
professionals and 246 administrative staff in the Taiwan segment.

Through our Consolidated Affiliated Entities in the PRC segment, we had two insurance agencies, one brokerage and 37 service outlets with 1,553 full-time sales professionals and 100 administrative staff in the PRC segment as of December 31, 2020. Our PRC segment contributed 5.2% of total revenue of the Company for the year ended December 31, 2020.



Our Hong Kong segment mainly consists of one operating subsidiary, which acts as
a broker for reinsurance products and earns commissions on sales of insurance
products from other insurers. As of December 31, 2020, we had one sales and
service outlet (including the headquarters) with no sales professionals and one
administrative staff in Hong Kong segment.

                                       42

  Table of Contents

Impact of COVID-19

The coronavirus pandemic ("COVID-19") has resulted in global economic
disruptions and numerous restrictions imposed by government authorities. We did
not have any significant impact on the operations in the Taiwan segment due to
the government's responses and actions taken to COVID-19. However, our business
in the PRC segment experienced certain negative impacts, such as limited access
to our staff in the PRC in the beginning of the outbreak and restrictions on
business travel within the PRC and between Taiwan and the PRC.

As COVID-19 and its duration remain uncertain, we have been monitoring and will
continue to measure and modify our business to protect our customers, sales
professionals and employees. The extent of the COVID-19 impact to the Company
will depend on numerous factors and developments. Consequently, any potential
impacts of COVID-19 remain highly uncertain and cannot be predicted with
confidence.

Critical Accounting Policies and Estimates


Our consolidated financial statements are prepared in accordance with U.S. GAAP.
The preparation of financial statements requires us 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 period.
We make these estimates using the best information available when they are made.
However, actual results could differ materially from those estimates.

We believe critical accounting policies involve the most complex, difficult and subjective estimates and judgments are as follows:

? Revenue recognition including our identification of performance obligations and

significant assumptions in estimating variable consideration;

Recognition of stock-based compensations and the valuation of fair value to ? equity securities due to multi- performance targets with counter parties in the

arrangement; and

? Complexity in estimates of income taxes due to applications of tax rules in

different foreign jurisdictions.

For other significant accounting policies affecting our financial statements, see Note 1 to our 2020 consolidated financial statements.



                                       43

  Table of Contents

Results of Operations

Overview of the years ended December 31, 2020 and 2019



The following table shows the results of operations for the years ended December
31, 2020 and 2019:






                                                              Year Ended December 31,
                                                 2020             2019            Change        Percent
Revenue                                      $ 124,267,072    $  95,919,338    $  28,347,734       29.6 %
Cost of revenue                                 87,695,053       65,342,976       22,352,077       34.2 %
Gross profit                                    36,572,019       30,576,362        5,995,657       19.6 %
Gross profit margin                                   29.4 %           31.9 %          (2.5) %    (7.8) %

Operating expenses:
Selling                                          3,226,109        2,707,176          518,933       19.2 %

General and administrative                      26,955,278       20,214,659        6,740,619       33.3 %
Total operating expenses                        30,181,387       22,921,835

7,259,552 31.7 %


Income from operations                           6,390,632        7,654,527

(1,263,895) (16.5) %



Other income (expenses):
Interest income                                    453,536          453,184              352        0.1 %
Interest expenses                                (202,239)        (208,008)            5,769      (2.8) %
Dividend income                                    390,030          367,557           22,473        6.1 %
Other - net                                      (590,319)          333,826        (924,145)    (276.8) %

Total other income, net                             51,008          946,559

(895,551) (94.6) %


Income before income tax                         6,441,640        8,601,086

     (2,159,446)     (25.1) %
Income tax expense                             (3,407,868)      (2,704,297)        (703,571)       26.0 %

Net income                                       3,033,772        5,896,789      (2,863,017)     (48.6) %
Less: net income attributable to the
noncontrolling interests                       (2,103,659)      (2,837,941)          734,282     (25.9) %
Net income attributable to China United's
shareholders                                 $     930,113    $   3,058,848    $ (2,128,735)     (69.6) %




Revenue

As a distributor of insurance products, we derive our revenue primarily from
commissions and fees paid by insurance companies, typically calculated as a
percentage of premiums paid by our customers to the insurance companies in
Taiwan, the PRC and Hong Kong. We generate revenue primarily through our sales
force, which consists of individual sales professionals in our distribution and
service network.

The Company's majority revenues are derived from the commissions from sales of
life insurance products. Total commission revenue from sales of life insurance
products accounted for 94.6% and 93.6% of total revenue for the years ended
December 31, 2020 and 2019, respectively; whereas commission revenue from sales
of property and casualty insurance products only contributed 5.4% and 6.1% of
total revenue for the years ended December 31, 2020 and 2019, respectively.

                                       44

Table of Contents



Most of the individual life insurance products we distribute 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 and enables the Company to
derive commission and fee income from that policy for an extended period of
time, sometimes up to 25 years. Because of this feature and the expected
sustained growth of life insurance sale, we have placed significant resources to
expand and sell the 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.

Our total revenue of $124.2 million for the year ended December 31, 2020
increased by $28.3 million (or 29.6%) compared to the total revenue of $95.9
million for the year ended December 31, 2019. The increase was attributable
primarily to the constant business growth in the Taiwan segment. For the years
ended December 31, 2020 and 2019, the revenue generated respectively from
Taiwan, PRC and Hong Kong segments was as follows:




                                         Year Ended December 31,
Geographic Areas             2020             2019           Change        Percent
Revenue
Taiwan segment           $ 117,524,429    $ 87,117,945    $  30,406,484       34.9 %
Percentage of revenue             94.6 %          90.8 %
PRC segment                  6,426,670       8,517,475      (2,090,805)     (24.5) %
Percentage of revenue              5.2 %           8.9 %
Hong Kong segment              315,973         283,918           32,055       11.3 %
Percentage of revenue              0.2 %           0.3 %
Total revenue            $ 124,267,072    $ 95,919,338    $  28,347,734       29.6 %




Overall revenue from our Taiwan segment increased by $30.4 million, or 34.9%,
from $87.1 million for the year ended December 31, 2019 to $117.5 million for
the same period ended December 31, 2020. We continued to deliver solid financial
results through our Taiwan segment due to the following reasons:

Uniwill had contributed $20.0 million of the increased revenue during the

year 2020 after stock compensation arrangements entered with two non-related

(i) entities. The positioning of Uniwill is to target those high-net-worth


     individual customers with strategies to sell investment-type insurance
     policies.

We discontinued certain long-term care and disability insurance products in

the year of 2020. Prior to such discontinuation, many individual customers

decided to lock in the long-term care and disability insurance policy that

(ii) we had offered because the individual customers believed that these

insurances products provided more favorable terms to them than the other

ones available on the market. Such surge in the sales of those insurance

policies in 2020 had boosted the total sales in our insurance policies.

We received more contingent commissions, which include trailing

(iii) commissions, persistency rate linked bonuses and some other service

allowance, for the year ended December 31, 2020 due to our continued growth


       in the sales of insurance products in the past recent years.




Overall revenue from our PRC segment decreased by $2.1 million, or 24.5% to $6.4
million for the year ended December 31, 2020 from $8.5 million for the same
period ended December 31, 2019. Decrease in revenue for the PRC segment was due
to the adverse impact on the outbreak of COVID-19. In addition, a new Chinese
policy requesting sales agents to have audio and video recording during
promotion of insurance, has increased difficulties for sales agents to expand
the market and promote insurance products to individual customers.

The revenue in the Hong Kong segment primarily derived from reinsurance
commission on sales of insurance products from other insurers to Taiwan Life
Insurance Co., Ltd. ("Taiwan Life") for risk management. Overall revenue from
our Hong Kong segment for the year ended December 31, 2020 remained consistent
with the same period in 2019.

                                       45

Table of Contents

Cost of revenue and gross profit

The cost of revenue mainly consists of commissions paid to our sales professionals. Our commission policy to our sales professionals designs to divide sales target into smaller and more attainable targets and provides more incentives to our sales professionals to improve the achievement rate, especially for the first-year commissions.


The cost of revenue for the year ended December 31, 2020 increased by $22.4
million or 34.2%, to $87.7 million compared to $65.3 million for the year ended
December 31, 2019. This increase was primarily due to increases in the direct
commission cost as a result of the growth of the first-year commissions earned
from insurance companies. In addition, the growth in the revenue also resulted
in increasing indirect commission cost due to the high achievement rate of the
sales target.

Accordingly, the cost of revenue increased more than the proportional increase
of revenue, causing a decrease in the gross profit margin by 2.5% from 31.9% for
the year ended December 31, 2019 to 29.4% for the year ended December 31, 2020.

Selling expenses



Selling expenses were mainly incurred by Law Broker and Uniwill in connection
with online marketing and advertising. Selling expenses increased 0.5 million or
19.2% from 2.7 million for the year ended December 31, 2019 to 3.2 million for
the same period ended December 31, 2020. As a result, the Company incurred more
expenses for Uniwill's branding during the year 2020.

General and administrative expenses

G&A expenses are principally comprised of salaries and benefits for our administrative staff, office lease expenses, travel expenses, depreciation and amortization, entertainment expenses, and professional service fees.



For the year end December 31, 2020, G&A expenses were $27.0 million, reflecting
an increase of $6.7 million or 33.3%, compared with $20.2 million for year ended
December 31, 2019. During the year of 2020, the Company recognized costs of $1.4
million related to stock-based compensation arrangements.  Moreover, our revenue
growth led to increases in performance bonus to employees and sales taxes during
the year of 2020. We also incurred more general expenses due to business
expansions of Uniwill and penalties related to a tax matter in the Taiwan
segment for the year ended December 31, 2020.

Other income (expenses)



Other income (expense) mainly consisted of interest income, interest expenses,
gain or loss on valuation of financial assets, foreign currency exchange gain or
loss. Net other income for the year ended December 31, 2020 was $0.1 million,
reflecting a decrease of $1.0 million or 94.6%, compared with $0.9 million for
the same period of 2019. The significant decreases in net other income was
mainly associated with to foreign currency exchange losses recognized during the
year of 2020 due to the continued appreciation of the New Taiwan Dollar against
the US dollar.

Income tax

For the year ended December 31, 2020, income tax expense was $3.4 million, an
increase of $0.7 million or 26.0%, compared with $2.7 million for the year ended
December 31, 2019. The increase was mainly due to a supplementary tax payment of
$0.3 million related to withholding tax matters and more taxes on undistributed
earning accrued because of more revenues generated in the Taiwan segment during
the year of 2020.

Liquidity and Capital Resources

Cash requirements



Our primary sources of liquidity are cash and cash equivalents, time deposits,
marketable securities, and cash generated from operations. Cash available from
operations, including our cash, time deposits, and borrowings under our
revolving line of credit, will be sufficient for our working capital needs,
including commissions payable to sales professionals,  performance bonus payable
to management,

                                       46

  Table of Contents

payments of tax liabilities, marketing and adverting needs to promoting sales,
as well as purchase of equipment. However, future business opportunities may
cause a change in our estimate.

Cash flows

The following table represents a comparison of our cash flows for the years ended December 31, 2020 and 2019:






                                                               Year Ended December 31,
                                                 2020              2019            Change         Percent
Net cash provided by operating
activities                                  $    3,293,760    $    5,411,847    $ (2,118,087)       (39.1) %
Net cash used in investing activities         (13,829,956)      (13,137,888)        (692,068)          5.3 %
Net cash provided by (used in) financing
activities                                       5,398,802         (354,454)        5,753,256    (1,623.1) %




Operating activities

Net cash provided by operating activities for the year ended December 31, 2020
was $3.3 million in comparison with net cash of $5.4 million provided by
operating activities for the year ended December 31, 2019. The decrease of $2.1
million or 39.1% was mainly due to more general operating expenditures paid
during the year of 2020 as a result of the business expansion of Uniwill.

Investing activities


Net cash used in investing activities was $13.8 million for the year ended
December 31, 2020 in comparison with net cash of $13.1 million used in investing
activities for the year ended December 31, 2019. The increase in the cash
outflows of 0.7 million used in investing activities resulted from purchases of
more equipment during the year of 2020.

Financing activities



Net cash provided by financing activities was $5.4 million for the year ended
December 31, 2020 in comparison with net cash of $0.4 million used in financing
activities for the year ended December 31, 2019. The cash inflows from the
financing activities for the year ended December 31, 2020 was mainly due to the
proceeds of $27.2 million but offset by the repayments of credit facilities of
$21.5 million.

Off Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of December 31, 2020.

Contractual Obligations

The following represents a summary of the Company's contractual commitments and related scheduled maturities as of December 31, 2020:






                                                            Payments due by period
                                                    Less than                                    More than
Obligations                           Total           1 year        1-3 years     3-5 years       5 years
Debt obligations (1)               $ 14,159,108    $ 14,159,108    $         -    $        -    $          -
Operating lease                       6,759,612       3,193,794      2,930,087       635,731               -
Contractual obligations (2)           3,263,132       3,025,692        237,440             -               -
Capital commitment (3)               10,684,807               -            

 -             -      10,684,807
                                   $ 34,866,659    $ 20,378,594    $ 3,167,527    $  635,731    $ 10,684,807

(1) Debt obligations include our revolving credit facilities from banks.

Contractual obligations include operating lease obligations and other (2) obligations related to compensation plans with Law Broker's officers, amount


    due to previous shareholders of AHFL, and a Strategic Alliance Agreement with
    AIATW.


                                       47

  Table of Contents

Capital commitment related to the Joint Venture Agreement (the "JV (3) Agreement") with non-related parties with AIlife, see Note 12 to our 2020

consolidated financial statements.

© Edgar Online, source Glimpses