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Item 1.	(a)	Name of Issuer:
		CNinsure Inc.
	(b)	Address of Issuer’s Principal Executive Offices:
		21/F, Yinhai Building
		No. 299 Yanjiang Zhong Road
		Guangzhou, Guangdong 510110
		People’s Republic of China
Item 2.	(a)	Name of Person Filing:
		Cathay Auto Services Limited
		Cathay Investment Fund, Ltd.
		New China Investment Management, Inc.
		S. Donald Sussman
		Paul S. Wolansky
	(b)	Address of Principal Business Office, or if None, Residence:
		Cathay Auto Services Limited
		14th Floor, St. John’s Bldg.
		33 Garden Road
		Hong Kong
		Cathay Investment Fund, Ltd.
		New China Investment Management, Inc.
		Paul S. Wolansky
		One Dock Street
		Stamford, CT  06902
		S. Donald Sussman
		6100 Red Hook Quarters, Suite C1-C6
		St. Thomas, United States Virgin Islands  00802-1348
	(c)	Citizenship:
		Cathay Auto Services Limited – British Virgin Islands
		Cathay Investment Fund, Ltd. – Cayman Islands
		New China Investment Management, Inc. – Delaware
		S. Donald Sussman – United States
		Paul S. Wolansky – United States
	(d)	Title of Class of Securities:
		Ordinary Shares
	(e)	CUSIP Number:
		G2352K108
Item 3.	Not Applicable.
Item 4.	Ownership:

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, 2009:

 

Reporting Person	Amount beneficially owned:	Percent of class:	Sole power to vote or direct the vote:	Shared power to vote or to direct the vote:	Sole power to dispose or to direct the disposition of:	Shared power to dispose or to direct the disposition of:
Cathay Auto Services Limited (1)	120,705,286	13.2%	120,705,286	0	120,705,286	0
Cathay Investment Fund, Ltd.  (2)	133,965,186	14.7%	133,965,186	0	133,965,186	0
New China Investment Management, Inc. (3)	133,965,186	14.7%	133,965,186	0	133,965,186	0
S. Donald Sussman (4)	141,944,286	15.6%	1,711,260	140,233,026	1,711,260	140,233,026
Paul S. Wolansky (5)	134,277,186	14.7%	312,000	133,965,186	312,000	133,965,186

 

(1)

Cathay Auto Services Limited (“Cathay Auto”) is the record owner of 120,705,286 ordinary shares of the Issuer.  In September 2008, China United Financial Services Holdings Limited distributed all of the 208,199,680 ordinary shares of the Issuer it then held to its shareholders, including Cathay Auto, on a pro rata basis.  After such distribution, Cathay Auto owned 160,705,286 shares of the Issuer.  In October 2009, Cathay Auto converted 40,000,000 ordinary shares into 2 million American Depositary Shares, each representing 20 ordinary shares of the Issuer, and in connection with this conversion such American Depositary Shares were registered in the name of Cathay Auto’s sole shareholder, Cathay Investment Fund, Ltd. (“CIF”).

 

(2)

The 133,965,186 ordinary shares of the Issuer beneficially owned by CIF consist of (i) 13,259,900 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares, directly held by CIF and (ii) 120,705,286 ordinary shares directly held by Cathay Auto.  In connection with the conversion of ordinary shares of the Issuer to American Depositary Shares described in Note (1) above, 40,000,000 ordinary shares (in the form of American Depositary Shares, each representing 20 ordinary shares) were registered in the name of CIF.  CIF subsequently sold 1,337,005 American Depositary Shares, representing 26,740,100 ordinary shares of the Issuer.  CIF owns 100% of the total outstanding shares of Cathay Auto.  Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (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.

 

(3)

New China Investment Management, Inc. (“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 CIF and Cathay Auto.

 

(4)

The 141,944,286 ordinary shares of the Issuer beneficially owned by S. Donald Sussman consist of (i) 1,711,260 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares, directly held by Mr. Sussman, (ii) 6,267,840 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares, held by a grantor retained annuity trust (the “GRAT”) of which Mr. Sussman is a co-trustee, (iii) 120,705,286 ordinary shares directly held by Cathay Auto and (iv) 13,259,900 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares, directly held by CIF.  Mr. Sussman owns 50% 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, CIF and the GRAT.  Mr. Sussman disclaims beneficial ownership of all of the ordinary shares of the issuer held by Cathay Auto and CIF except to the extent of his pecuniary interest therein.

 

(5)

The 134,277,186 ordinary shares of the Issuer beneficially owned by Paul S. Wolansky consist of (i) 312,000 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares, directly held by Mr. Wolansky, (ii) 120,705,286 ordinary shares directly held by Cathay Auto and (iii) 13,259,900 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares, directly held by CIF.  Mr. Wolansky owns 50% of the total outstanding shares of New China.  Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Mr. Wolansky may be deemed to beneficially own all of the ordinary shares of the issuer held by Cathay Auto and CIF.  Mr. Wolansky disclaims beneficial ownership of all of the ordinary shares of the issuer held by Cathay Auto and CIF except to the extent of his pecuniary interest therein.

 

Item 5.	Ownership of Five Percent or Less of a Class.
	Not applicable.
Item 6.	Ownership of More Than Five Percent on Behalf of Another Person.
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company.
	Not applicable.
Item 8.	Identification and Classification of Members of the Group.
	Not applicable.
Item 9.	Notice of Dissolution of Group.
	Not applicable.
Item 10.	Certification.
	Not applicable.

           

 

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/A referred to below) on behalf of each of them of a statement on Schedule 13G/A (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. 

 

 

 

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            IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 11, 2010.