SECURITIES
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
CNinsure
Inc.
(Name
of Issuer)
Ordinary
Shares, $0.0001 par value
(Title
of Class Securities)
G2352K108
(CUSIP
Number)
December
31, 2007
(Date
of Event Which Requires Filing this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No. G2352K108
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1
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Name
of Reporting Person.
Cathay
Auto Services Limited
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2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization
British
Virgin Islands
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5
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Sole
Voting Power
80,084,160
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6
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Shared
Voting Power
208,199,680
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7
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Sole
Dispositive Power
80,084,160
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8
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Shared
Dispositive Power
208,199,680
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
288,283,840
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10
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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11
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Percent
of Class Represented by Amount in Row (9)
31.6%
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12
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Type
of Reporting Person (See Instructions)
CO
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1
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CUSIP
No. G2352K108
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1
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Name
of Reporting Person.
Cathay
Investment Fund, Ltd.
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2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization
Cayman
Islands
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5
|
Sole
Voting Power
80,084,160
|
|
|
6
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Shared
Voting Power
208,199,680
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||
|
7
|
Sole
Dispositive Power
80,084,160
|
||
|
8
|
Shared
Dispositive Power
208,199,680
|
||
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
288,283,840
|
||
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
|
||
|
11
|
Percent
of Class Represented by Amount in Row (9)
31.6%
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12
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Type
of Reporting Person (See Instructions)
CO
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2
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CUSIP
No. G2352K108
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1
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Name
of Reporting Person.
New
China Management Corp.
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2
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5
|
Sole
Voting Power
80,084,160
|
|
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6
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Shared
Voting Power
208,199,680
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7
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Sole
Dispositive Power
80,084,160
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||
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8
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Shared
Dispositive Power
208,199,680
|
||
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9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
288,283,840
|
||
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
|
||
|
11
|
Percent
of Class Represented by Amount in Row (9)
31.6%
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||
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12
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Type
of Reporting Person (See Instructions)
CO
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3
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CUSIP
No. G2352K108
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1
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Name
of Reporting Person.
S.
Donald Sussman
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2
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
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3
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SEC
Use Only
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|
4
|
Citizenship
or Place of Organization
United
States
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|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5
|
Sole
Voting Power
80,084,160
|
|
|
6
|
Shared
Voting Power
208,199,680
|
||
|
7
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Sole
Dispositive Power
80,084,160
|
||
|
8
|
Shared
Dispositive Power
208,199,680
|
||
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
288,283,840
|
||
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
|
||
|
11
|
Percent
of Class Represented by Amount in Row (9)
31.6%
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||
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12
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Type
of Reporting Person (See Instructions)
IN
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4
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Item
1.
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(a)
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Name
of Issuer:
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CNinsure
Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices:
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19/F,
Yinhai Building
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No.
299 Yanjiang Zhong Road
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Guangzhou,
Guangdong 510110
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People’s
Republic of China
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Item
2.
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(a)
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Name
of Person Filing:
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Cathay
Auto Services Limited
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Cathay
Investment Fund, Ltd.
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New
China Management Corp.
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S.
Donald Sussman
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(b)
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Address
of Principal Business Office, or if None, Residence:
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Cathay
Auto Services Limited
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c/o
Suite 2008, Tower 1, Lippo Centre
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89
Queensway
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Hong
Kong
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Cathay
Investment Fund, Ltd.
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New
China Management Corp.
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One
Dock Street
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Stamford,
CT 06902
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S.
Donald Sussman
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6100
Red Hook Quarters, Suite C1-C6
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St.
Thomas, United States Virgin Islands 00802-1348
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(c)
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Citizenship:
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Cathay
Auto Services Limited – British Virgin Islands
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Cathay
Investment Fund, Ltd. – Cayman Islands
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New
China Management Corp. – Delaware
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S.
Donald Sussman – United States
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(d)
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Title
of Class of Securities:
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Ordinary
Shares
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(e)
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CUSIP
Number:
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G2352K108
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Item
3.
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Not
Applicable.
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Item
4.
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Ownership:
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The
following information with respect to the ownership of the ordinary shares
of the issuer by each of the reporting persons is provided as of December
31, 2007:
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5
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Reporting
Person
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Amount
beneficially owned:
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Percent
of class:
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Sole
power to vote or direct the vote:
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Shared
power to vote or to direct
the
vote:
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Sole
power to dispose or to direct the disposition of:
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Shared
power to dispose or to direct the disposition of:
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Cathay
Auto Services Limited (1)
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288,283,840
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31.6%
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80,084,160
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208,199,680
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80,084,160
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208,199,680
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Cathay
Investment Fund, Ltd. (2)
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288,283,840
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31.6%
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80,084,160
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208,199,680
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80,084,160
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208,199,680
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New
China Management Corp. (3)
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288,283,840
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31.6%
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80,084,160
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208,199,680
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80,084,160
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208,199,680
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S.
Donald Sussman (4)
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288,283,840
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31.6%
|
80,084,160
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208,199,680
|
80,084,160
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208,199,680
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(1)
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The
288,283,840 ordinary shares of the issuer beneficially owned by Cathay
Auto Services Limited (“Cathay Auto”)
consist of (i) 80,084,160 ordinary shares directly held by Cathay Auto and
(ii) 208,199,680 ordinary shares directly held by China United Financial
Services Holdings Limited (“CUFS”). Cathay Auto owns
approximately 38.7% of the total outstanding shares of CUFS
directly. Pursuant to Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange
Act”), and the rules promulgated thereunder, Cathay Auto may be
deemed to beneficially own all of the ordinary shares of the issuer held
by CUFS. Cathay Auto disclaims beneficial ownership of all of
the ordinary shares of the issuer held by CUFS except to the extent of its
pecuniary interest therein.
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(2)
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Cathay
Investment Fund, Ltd. (“CIF”) owns
100% of the total outstanding shares of Cathay Auto. Pursuant
to Section 13(d) of the Exchange Act and the rules promulgated thereunder,
CIF may be deemed to beneficially own all of the ordinary shares of the
issuer held by Cathay Auto and CUFS. CIF disclaims beneficial
ownership of all of the ordinary shares of the issuer held by CUFS except
to the extent of Cathay Auto’s pecuniary interest therein.
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(3)
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New
China Management Corp. (“New China”),
as the investment manager of CIF, has the power to direct the voting and
disposition of shares directly and indirectly held by
CIF. Pursuant to Section 13(d) of the Exchange Act and the
rules promulgated thereunder, New China may be deemed to beneficially own
all of the ordinary shares of the issuer held by Cathay Auto and
CUFS. New China disclaims beneficial ownership of all of the
ordinary shares of the issuer held by CUFS except to the extent of Cathay
Auto’s pecuniary interest therein.
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(4)
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S.
Donald Sussman owns 100% of the total outstanding shares of New
China. Pursuant to Section 13(d) of the Exchange Act and the
rules promulgated thereunder, Mr. Sussman may be deemed to beneficially
own all of the ordinary shares of the issuer held by Cathay Auto and
CUFS. Mr. Sussman disclaims beneficial ownership of all of the
ordinary shares of the issuer held by CUFS except to the extent of Cathay
Auto’s pecuniary interest therein.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
applicable.
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Item
6.
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Ownership
of More Than Five Percent on Behalf of Another Person.
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Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary which Acquired the Security Being
Reported on By the Parent Holding Company.
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
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Item
10.
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Certification.
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Not
applicable.
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6
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
February 13, 2008
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CATHAY
AUTO SERVICES LIMITED
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By:
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/s/Paul
S. Wolansky
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Name:
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Paul
S. Wolansky
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Title:
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Director
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CATHAY
INVESTMENT FUND, LTD.
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By:
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/s/Paul
S. Wolansky
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Name:
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Paul
S. Wolansky
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Title:
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Director
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NEW
CHINA MANAGEMENT CORP.
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By:
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/s/Paul
S. Wolansky
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Name:
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Paul
S. Wolansky
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Title:
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President
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/s/S.
Donald Sussman
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S.
Donald Sussman
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*Attention. Intentional
misstatements or omissions of fact constitute federal criminal violations (see
18 U.S.C. 1001).
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
1
|
Joint
Filing Agreement
|
EXHIBIT
1
Joint Filing
Agreement
In
accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13G referred to
below) on behalf of each of them of a statement on Schedule 13G (including
amendments thereto) with respect to the Ordinary Shares, par value $0.0001 per
share, of CNinsure Inc., a Cayman Islands exempted company, and that this
Agreement may be included as an Exhibit to such joint filing. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
[Remainder
of this page has been left intentionally blank.]
Signature
Page
IN WITNESS WHEREOF, the undersigned
hereby execute this Agreement as of February 13, 2008.
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CATHAY
AUTO SERVICES LIMITED
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By:
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/s/Paul
S. Wolansky
|
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Name:
|
Paul
S. Wolansky
|
|
Title:
|
Director
|
|
CATHAY
INVESTMENT FUND, LTD.
|
|
|
By:
|
/s/Paul
S. Wolansky
|
|
Name:
|
Paul
S. Wolansky
|
|
Title:
|
Director
|
|
NEW
CHINA MANAGEMENT CORP.
|
|
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By:
|
/s/Paul
S. Wolansky
|
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Name:
|
Paul
S. Wolansky
|
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Title:
|
President
|
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/s/S.
Donald Sussman
|
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|
S.
Donald Sussman
|
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