Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 20-F
AMENDMENT NO. 1
(Mark One)
| o | Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 |
or
| þ | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2010.
or
| o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
or
| o | Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Date of event requiring this shell company report
Commission file number: 001-33768
CNINSURE INC.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China
(Address of principal executive offices)
Peng Ge, Chief Financial Officer
Tel: +86 20 6122-2777
E-mail: gepeng@cninsure.net
Fax: +86 20 6126-2893
22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China
Tel: +86 20 6122-2777
E-mail: gepeng@cninsure.net
Fax: +86 20 6126-2893
22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange on Which Registered | |
| Ordinary shares, par value
US$0.001 per share* American depositary shares, each representing 20 ordinary shares |
The NASDAQ Stock Market LLC (The NASDAQ Global Select Market) |
* Not for trading, but only in connection with the listing on The NASDAQ
Global Select Market of American depositary shares, each representing 20
ordinary shares.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
None
(Title of Class)
Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common
stock as of the close of the period covered by the annual report.
1,010,997,726 ordinary shares, par value US$0.001 per share as of December 31, 2010
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
Yes þ No o
Yes þ No o
If this report is an annual or transition report, indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934. Yes o No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes þ
No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated
filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o |
Indicate by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:
U.S. GAAP þ
International Financial Reporting Standards as issued by the International Accounting
Standards Board o
Other o
If “Other” has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow. Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes o No o
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| EX-101 INSTANCE DOCUMENT | ||||||||
| EX-101 SCHEMA DOCUMENT | ||||||||
| EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
| EX-101 LABELS LINKBASE DOCUMENT | ||||||||
| EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
| EX-101 DEFINITION LINKBASE DOCUMENT | ||||||||
Table of Contents
EXPLANATORY NOTE
This Amendment No. 1 to our Annual Report on Form 20-F for the year ended December 31, 2010,
originally filed with the Securities and Exchange Commission (the “SEC”) on May 4, 2011 (the
“Original Report”), is being filed solely for the purpose of furnishing Interactive Data File
disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T.
Exhibit 101 provides the following financial information from our Original Report, formatted in
eXtensible Business Reporting Language:
| (i) | Consolidated Balance Sheets as of December 31, 2009 and 2010; |
||
| (ii) | Consolidated Statements of Operations for the Years Ended December 31, 2008, 2009 and
2010; |
||
| (iii) | Consolidated Statements of Equity and Comprehensive Income (Loss) for the Years Ended
December 31, 2008, 2009 and 2010; |
||
| (iv) | Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2009 and
2010; |
||
| (v) | Notes to Consolidated Financial Statements; and |
||
| (vi) | Schedule 1—Condensed Financial Statements of CNinsure Inc. |
It should be noted that the amounts in the section of “Notes to the
Consolidated Financial Statements” of the Interactive Data Files are
in thousands, except for shares and per share data.
Other than as expressly set forth above, no part of the Original Report is being amended.
Accordingly, other than as discussed above, this Amendment No. 1 does not include any unchanged
portions of the Original Report and does not modify or update the disclosure therein in any way. As
a result, this Amendment No. 1 continues to speak as of May 4, 2011.
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are
deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or
12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of
the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability
under those sections.
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Item 19. Exhibits
| Exhibit | ||||
| Number | Description of Document | |||
| 1.1 | Amended and Restated Memorandum and Articles of Association of the Registrant
(incorporated by reference to Exhibit 3.2 of our F-1 registration statement
(File No. 333-146605), as amended, initially filed with the Commission on
October 10, 2007) |
|||
| 1.2 | Amendments to the Articles of Association adopted by the shareholders of the
Registrant on December 18, 2008 (incorporated by reference to Exhibit 99.2 of
our report on Form 6-K furnished to the Commission on December 22, 2008) |
|||
| 2.1 | Registrant’s Specimen American Depositary Receipt (incorporated by reference
to Exhibit 4.1 of our F-1 registration statement (File No. 333-146605), as
amended, initially filed with the Commission on October 10, 2007) |
|||
| 2.2 | Registrant’s Specimen Certificate for Ordinary Shares (incorporated by
reference to Exhibit 4.2 of our F-1 registration statement (File No.
333-146605), as amended, initially filed with the Commission on October 10,
2007) |
|||
| 2.3 | Form of Deposit Agreement among the Registrant, the depositary and holder of
the American Depositary Receipts (incorporated by reference to Exhibit 4.3 of
our F-1 registration statement (File No. 333-146605), as amended, initially
filed with the Commission on October 10, 2007) |
|||
| 4.1 | 2007 Share Incentive Plan (as amended and restated effective December 18,
2008) (incorporated by reference to Exhibit 99.3 of our report on Form 6-K
furnished to the Commission on December 22, 2008) |
|||
| 4.2 | Form of Indemnification Agreement with the Registrant’s directors and officers
(incorporated by reference to Exhibit 10.3 of our F-1 registration statement
(File No. 333-146605), as amended, initially filed with the Commission on
October 10, 2007) |
|||
| 4.3 | Form of Director Agreement with Independent Directors of the Registrant
(incorporated by reference to Exhibit 10.4 of our F-1 registration statement
(File No. 333-146605), as amended, initially filed with the Commission on
October 10, 2007) |
|||
| 4.4 | Form of Employment Agreement between the Registrant and an Executive Officer
of the Registrant (incorporated by reference to Exhibit 4.4 of our annual
report on Form 20-F filed with the Commission on May 15, 2009) |
|||
| 4.5 | English translation of Form of Loan Agreement between Fanhua Xinlian
Information Technology Consulting (Shenzhen) Co., Ltd. (previously known as
Yiqiman Enterprise Management Consulting (Shenzhen) Co., Ltd.) and each
shareholder of Guangdong Meidiya Investment Co., Ltd. (or Sichuan Yihe
Investment Co., Ltd.) (incorporated by reference to Exhibit 10.6 of our F-1
registration statement (File No. 333-146605), as amended, initially filed with
the Commission on October 10, 2007) |
|||
| 4.6 | English translation of Form of Equity Pledge Agreement among Fanhua Xinlian
Information Technology Consulting (Shenzhen) Co., Ltd., each shareholder of
Guangdong Meidiya Investment Co., Ltd. (or Sichuan Yihe Investment Co., Ltd.)
and Guangdong Meidiya Investment Co., Ltd. (or Sichuan Yihe Investment Co.,
Ltd.) (incorporated by reference to Exhibit 10.7 of our F-1 registration
statement (File No. 333-146605), as amended, initially filed with the
Commission on October 10, 2007) |
|||
| 4.7 | English translation of Form of Irrevocable Power of Attorney issued by each
shareholder of Guangdong Meidiya Investment Co., Ltd. and Sichuan Yihe
Investment Co., Ltd. (incorporated by reference to Exhibit 10.8 of our F-1
registration statement (File No. 333-146605), as amended, initially filed with
the Commission on October 10, 2007) |
|||
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| Exhibit | ||||
| Number | Description of Document | |||
| 4.8 | English translation of Form of Exclusive Purchase Option Agreement among
Fanhua Xinlian Information Technology Consulting (Shenzhen) Co., Ltd., each
shareholder of Guangdong Meidiya Investment Co., Ltd. (or Sichuan Yihe
Investment Co., Ltd.), and Guangdong Meidiya Investment Co., Ltd. (or Sichuan
Yihe Investment Co., Ltd.) (incorporated by reference to Exhibit 10.9 of our
F-1 registration statement (File No. 333-146605), as amended, initially filed
with the Commission on October 10, 2007) |
|||
| 4.9 | English translation of Form of Trademark Licensing Agreement between Beijing
Ruisike Management Consulting Company Limited and some of the insurance agency
and brokerage subsidiaries of Guangdong Meidiya Investment Co., Ltd. and
Sichuan Yihe Investment Co., Ltd. (incorporated by reference to Exhibit 10.12
of our F-1 registration statement (File No. 333-146605), as amended, initially
filed with the Commission on October 10, 2007) |
|||
| 4.10 | English translation of Form of Employment Agreement between an acquired
company and its founder (incorporated by reference to Exhibit 10.13 of our F-1
registration statement (File No. 333-146605), as amended, initially filed with
the Commission on October 10, 2007) |
|||
| 4.11 | English translation of Form of Technology Consulting and Service Agreement
between Fanhua Xinlian Information Technology Consulting (Shenzhen) Co., Ltd.
and some of the insurance intermediary subsidiaries of Guangdong Meidiya
Investment Co., Ltd. and Sichuan Yihe Investment Co., Ltd. (incorporated by
reference to Exhibit 4.14 of our annual report on Form 20-F filed with the
Commission on June 20, 2008) |
|||
| 4.12 | English translation of Form of Consulting and Service Agreement between Fanhua
Zhonglian Enterprise Image Planning (Shenzhen) Co., Ltd. (formerly known as
Haidileji Enterprise Image Planning (Shenzhen) Co., Ltd.) and some of the
insurance intermediary subsidiaries of Guangdong Meidiya Investment Co., Ltd.
and Sichuan Yihe Investment Co., Ltd. (incorporated by reference to Exhibit
4.15 of our annual report on Form 20-F filed with the Commission on June 20,
2008) |
|||
| 4.13 | English translation of Form of Credit and Liability Transfer Agreement among a
former shareholder of Guangdong Meidiya Investment Co., Ltd. (or Sichuan Yihe
Investment Co., Ltd.), Mr. Peng Ge and Fanhua Xinlian Information Technology
Consulting (Shenzhen) Co., Ltd. (incorporated by reference to Exhibit 4.13 of
our annual report on Form 20-F filed with the Commission on May 15, 2009) |
|||
| 4.14 | English translation of Share Transfer Agreement between CISG Holdings Ltd. and
Keep High Holdings Limited (incorporated by reference to Exhibit 4.14 of our
annual report on Form 20-F filed with the Commission on May 15, 2009) |
|||
| 4.15 | English translation of Shareholders Agreement among Guangdong Meidiya
Investment Co., Ltd., Mr. Keping Lin and Chengdu Mingxia Industrial Co., Ltd.
(incorporated by reference to Exhibit 4.15 of our annual report on Form 20-F
filed with the Commission on May 15, 2009) |
|||
| 4.16 | English translation of Supplemental Agreement I dated June 30, 2009 (to the
Shareholders Agreement dated September 17, 2008) between Guangdong Meidiya
Investment Co., Ltd. and Mr. Keping Lin(incorporated by reference to Exhibit
4.16 of our annual report on Form 20-F filed with the Commission on May 7,
2010) |
|||
| 4.17 | English translation of Supplemental Agreement II dated November 20, 2009 (to
the Shareholders Agreement dated September 17, 2008 and the supplemental
agreement dated June 30, 2009) between Guangdong Meidiya Investment Co., Ltd.
and Mr. Keping Lin (incorporated by reference to Exhibit 4.17 of our annual
report on Form 20-F filed with the Commission on May 7, 2010) |
|||
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| Exhibit | ||||
| Number | Description of Document | |||
| 4.18 | * | Supplemental Subscription and Share Purchase and Shareholders Agreement
relating to Inscom Holding Limited dated April 27, 2011 among InsCom HK
Limited, InsCom Group Limited, InsCom Holding Limited, Apollo & Muse Holding
Limited, Clever Star Holdings Limited, CISG Holdings Ltd. and Subscription and
Shares Purchase and Shareholders Agreement dated July 29, 2010 among the same
parties. |
||
| 4.19 | * | Deed of Adherence relating to InsCom Holding Limited dated October 29, 2010
among InsCom Holding Limited, InsCom Group Limited, InsCom HK Limited, Apollo
& Muse Holding Limited, Clever Star Holdings Limited, CISG Holdings Ltd., Wang
Strategic Capital Partners (II) Limited, Harbor Pacific Capital Partners I, LP |
||
| 4.20 | * | Subscription and Share Purchase Agreement relating to InsCom Holding Limited
dated October 29, 2010 among InsCom Holding Limited, InsCom Group Limited,
InsCom HK Limited, Apollo & Muse Holding Limited, Clever Star Holdings
Limited, Wang Strategic Capital Partners (II) Limited, Harbour Pacific Capital
Partners I, LP |
||
| 4.21 | * | Put Option Agreement dated October 29, 2010 among Hu Yinan, Apollo & Muse
Holding Limited, Wang Strategic Capital Partners (II) Limited and Harbor
Pacific Capital Partners I, LP |
||
| 4.22 | * | English translation of Loan Agreement dated December 3, 2010 between Ying Si
Kang Information Technology (Shenzhen) Co., Ltd. and Chunlin Wang |
||
| 4.23 | * | English translation of Equity Pledge Contract dated December 3, 2010 between
Ying Si Kang Information Technology (Shenzhen) Co., Ltd., Chunlin Wang and
Shenzhen Xinbao Investment Management Co., Ltd. |
||
| 4.24 | * | English translation of Exclusive Purchase Option Contract dated December 3,
2010 among Ying Si Kang Information Technology (Shenzhen) Co., Ltd., Chunlin
Wang and Shenzhen Xinbao Investment Management Co., Ltd. |
||
| 4.25 | * | English translation of Power of Attorney dated December 3, 2010 of Chunlin Wang |
||
| 4.26 | * | English translation of Loan Agreement dated December 3, 2010 between Ying Si
Kang Information Technology (Shenzhen) Co., Ltd. and Yuan Tian |
||
| 4.27 | * | English translation of Equity Pledge Contract dated December 3, 2010 between
Ying Si Kang Information Technology (Shenzhen) Co., Ltd., Yuan Tian and
Shenzhen Xinbao Investment Management Co., Ltd. |
||
| 4.28 | * | English translation of Exclusive Purchase Option Contract dated December 3,
2010 among Ying Si Kang Information Technology (Shenzhen) Co., Ltd., Yuan Tian
and Shenzhen Xinbao Investment Management Co., Ltd. |
||
| 4.29 | * | English translation of Power of Attorney dated December 3, 2010 of Yuan Tian |
||
| 4.30 | * | Share Subscription Agreement dated December 24, 2010 among Datong
International Holdings Limited, Winner Sight Global Limited, CISG Holdings
Ltd., Keping Lin, Expert Central Limited and Mancini Holdings Limited |
||
| 4.31 | * | Share Purchase Agreement dated March 24, 2011 among Winner Sight Global
Limited, CNinsure Inc., CISG Holdings Ltd., Guangdong Meidiya Investment Co.,
Ltd., Keping Lin, Expert Central Limited, Mancini Holdings Limited, Datong
International Holdings Limited, Datong Group Limited, Beijing Dahua Rongjin
Information Technology Limited, Beijing Fanhua Datong Investment Management
Co., Ltd. and Datong Insurance Sales and Services Co., Ltd. |
||
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| Exhibit | ||||
| Number | Description of Document | |||
| 4.32 | * | English translation of Share Transfer Agreement dated March 24, 2011 between
Guangdong Meidiya Investment Co., Ltd. and Beijing Min Si Lian Hua Investment
Management Co., Ltd. |
||
| 4.33 | * | English translation of Supplemental Agreement (to the Share Transfer Agreement
dated March 24, 2011) dated March 24, 2011 between Guangdong Meidiya
Investment Co., Ltd. and Beijing Min Si Lian Hua Investment Management Co.,
Ltd. |
||
| 4.34 | * | English translation of Settlement Agreement (Shareholders Agreement) dated
March 24, 2011 among Guangdong Meidiya Investment Co., Ltd., Mr. Keping Lin
and Beijing Fanhua Datong Investment Management Co., Ltd. |
||
| 4.35 | * | English translation of Form of Consulting and Service Agreement made with
Fanhua Xinlian Information Technology Consulting (Shenzhen) Co., Ltd. |
||
| 4.36 | * | English translation of Form of Consulting and Service Agreement made with
Fanhua Zhonnglian Enterprise Image Planning (Shenzhen) Co., Ltd. |
||
| 4.37 | * | English translation of Form of IT Platform Service Agreement made with Litian
Zhuoyue Software (Beijing) Co., Ltd. |
||
| 8.1 | * | Subsidiaries and Consolidated Affiliated Entities of the Registrant |
||
| 11.1 | Code of Business Conduct and Ethics of the Registrant (incorporated by
reference to Exhibit 99.1 of our F-1 registration statement (File No.
333-146605), as amended, initially filed with the Commission on October 10,
2007) |
|||
| 12.1 | * | CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
||
| 12.2 | * | CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
||
| 13.1 | * | CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
||
| 13.2 | * | CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
||
| 15.1 | * | Consent of Maples and Calder |
||
| 15.2 | * | Consent of Commerce & Finance Law Offices |
||
| 15.3 | * | Consent of Deloitte Touche Tohmatsu |
||
| 101 | ** | Financial information from Registrant’s Annual Report on Form 20-F for the
year ended December 31, 2010, filed with the SEC on May 4, 2011, formatted in
eXtensible Business Reporting Language (XBRL): |
||
(i) Consolidated Balance Sheets as of December 31, 2009 and 2010; (ii) Consolidated Statements of Operations for the Years Ended December 31, 2008, 2009 and 2010; (iii) Consolidated Statements of Equity and Comprehensive Income (Loss) for the Years Ended December 31, 2008, 2009 and 2010; (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2009 and 2010; (v) Notes to Consolidated Financial Statements; and (vi) Schedule 1—Condensed Financial Statements of CNinsure Inc. (See Explanatory Note to this Amendment No. 1 on Form 20-F/A.) |
||||
| * | Previously filed with the Original Report |
|
| ** | Submitted electronically herewith |
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F
and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 on Form
20-F/A to its Annual Report on its behalf.
| CNINSURE INC. |
||||
| By: | /s/ Yinan Hu | |||
| Name: | Yinan Hu | |||
| Title: | Chairman and Chief Executive Officer | |||
Date: June 3, 2011
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