Form 6-K
Table of Contents

 

 

FORM 6-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of February 2008

Commission File Number: 001-33768

 

 

CNINSURE INC.

 

 

19/F, Yinhai Building

No. 299 Yanjiang Zhong Road

Guangzhou, Guangdong 510110

People’s Republic of China

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F      X            Form 40-F              

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):            

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):            

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes                      No      X    

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82-        N/A        

 

 

 


Table of Contents

CNINSURE INC.

Form 6-K

TABLE OF CONTENTS

 

     Page

Signature

   3

Exhibit 99.1 – Press Release

   4

Exhibit 99.2 – Press Release

   13

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CNinsure Inc.
By:  

/s/ Yinan Hu

Name:   Yinan Hu
Title:   Chief Executive Officer

Date: February 26, 2008

 

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Exhibit 99.1

CNinsure Reports Fourth Quarter and Fiscal 2007 Unaudited Financial Results

GUANGZHOU, Feb 25, 2008 — CNinsure Inc., (Nasdaq: CISG), a leading independent insurance agency and brokerage company operating in China, today announced its unaudited financial results for the fourth quarter and fiscal year ended December 31, 2007.1

Financial Highlights:

Highlights for Fourth Quarter 2007

 

 

Total net revenues: RMB158.7 million (US$21.8 million), representing an increase of 35.8% quarter-over-quarter and an increase of 80.9% year-over-year, exceeding the previous guidance of RMB135.0 million to RMB150.0 million.

 

 

Net revenues from commissions and fees: RMB158.5 million (US$21.7 million), representing an increase of 36.4% quarter-over-quarter and an increase of 81.3% year-over-year.

 

 

Net income: RMB53.8 million (US$7.4 million), representing an increase of 26.8% quarter-over-quarter and representing an increase of 105.0% year-over-year.

 

 

Basic and diluted net income per ADS: RMB1.284 (US$0.176) and RMB1.275 (US$ 0.175), respectively.

Highlights for Fiscal Year 2007

 

 

Total net revenues: RMB448.2 million (US$61.4 million), representing an increase of 81.8% from 2006.

 

 

Net revenues from commissions and fees: RMB447.0 million (US$61.3 million), representing an increase of 81.9% from 2006.

 

 

Net income: RMB154.9 million (US$21.2 million), representing an increase of 170.0% from 2006.

 

 

Basic and diluted net income per ADS: RMB4.396 (US$0.603) and RMB4.380 (US$0.600), respectively.

Commenting on the fourth quarter results, Yinan Hu, Chairman and CEO of CNinsure stated: “We are pleased to report strong financial results for the fourth quarter which exceeded our previous estimate. In 2007, the insurance market and insurance intermediary market in China continued to grow rapidly. By executing our existing growth strategy we believe that CNinsure, led by an experienced management team, is well positioned to capture the growth opportunities. “We will continue expanding our distribution network in China through selective acquisitions and our entrepreneurial agent program while enhancing our operating

 

1 This announcement contains translations of certain Renminbi (RMB) amounts into U.S. dollars (US$) at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars are made at a rate of RMB7.2946 to US$1.00, the effective noon buying rate as of December 31, 2007 in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York.

 

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platform through IT system improvement. Meanwhile, we will further deepen relationships with insurance companies, by helping them launch customized products to be exclusively distributed through our network. ”

Financial Results for the Fourth Quarter Ended December 31, 2007

Total net revenues for the fourth quarter ended December 31, 2007 were RMB158.7 million (US$21.8 million), representing an increase of 35.8% from RMB116.9 million for the previous quarter, and an 80.9% increase from RMB87.8 million for the fourth quarter in 2006, primarily reflecting the increase in net revenues from commissions and fees.

Net revenues from commissions and fees were RMB158.5 million (US$21.7 million) for the fourth quarter of 2007, representing an increase of 36.4% from RMB116.2 million for the previous quarter and an increase of 81.3% from RMB87.4 million for the fourth quarter of 2006. The quarter-over-quarter increase was primarily attributable to the seasonality of our business, which results largely from the insurance companies’ increased sales efforts in the fourth quarter of a year and increasing number of sales agents. The year-over-year increase was primarily due to an increase in commission rates, higher productivity of sales agents in the distribution of life insurance products and increasing number of sales agents.

Net revenues from other service fees were RMB0.3 million (US$0.03 million) for the fourth quarter of 2007.

Total operating costs and expenses were RMB112.5 million (US$15.4 million) for the fourth quarter of 2007, representing an increase of 45.9% from RMB77.1 million for the previous quarter and an increase of 75.2% from RMB 64.2 million for the fourth quarter of 2006.

Commissions and fees expenses were RMB83.2 million (US$11.4 million) for the fourth quarter of 2007, representing an increase of 33.8% from RMB62.2 million for the previous quarter and an increase of 71.8% from RMB48.4 million for the fourth quarter of 2006, primarily due to the increase in the distribution of insurance products and higher commissions and fees to sales agents.

Selling expenses were RMB2.8 million (US$0.4 million) for the fourth quarter of 2007, representing an increase of 21.9% from RMB2.3 million for the previous quarter and a decrease of 6.0% from RMB3.0 million for the fourth quarter of 2006. The quarter-over-quarter increase was due to the increase in the distribution of insurance products and the year-over-year decrease was primarily due to decreases in office expenses following further centralization of management functions.

General and administrative expenses were RMB26.4 million (US$3.6 million) for the fourth quarter of 2007, representing an increase of 110.4% from RMB12.6 million for the previous quarter and an increase of 107.5% from RMB12.7 million for the fourth quarter of 2006. The quarter-over-quarter and year-over-year increases were primarily due to the recognition of additional share-based

 

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compensation expenses for options granted in October, 2007, certain IPO-related expenses, and exchange losses in connection with the payment of previous declared dividends in the fourth quarter of 2007.

Operating margin was 29.1% for the fourth quarter of 2007 as compared with 34.0% for the previous quarter and 26.8% for the fourth quarter of 2006.

Interest income for the fourth quarter of 2007 was RMB10.9 million (US$1.5 million), representing an increase of 307.6% from RMB2.7 million for the previous quarter and an increase of 505.3% from RMB1.8 million for the fourth quarter of 2006, primarily attributable to the proceeds generated by our initial public offering in October 2007.

Net income was RMB53.8 million (US$7.4 million) for the fourth quarter of 2007, representing an increase of 26.8% from RMB42.4 million for the previous quarter, and an increase of 105.0% from RMB26.2 million for the fourth quarter of 2006. Net margin was 33.9% for the fourth quarter of 2007 as compared with 36.3% for the previous quarter and 29.9% for the fourth quarter of 2006.

Fully diluted net income per ADS was RMB1.275 (US$0.175) for the fourth quarter of 2007, compared with RMB1.244 for the third quarter of 2007 and RMB0.800 for the fourth quarter of 2006.

As of December 31, 2007, the Company had RMB1,545.5 million (US$211.9 million) in cash and cash equivalents.

Financial Results for the Year Ended December 31, 2007

Total net revenues for fiscal year 2007 were RMB448.2 million (US$61.4 million), representing an 81.8% increase from RMB246.6 million for fiscal year 2006.

Net revenues from commissions and fees for fiscal year 2007 were RMB447.0 million (US$61.3 million), representing an increase of 81.9% from RMB245.7 million in fiscal year 2006, primarily driven by the growth in the number of sales agents, an increase in commission rates and higher productivity of sales agents in the distribution of life insurance products.

Net revenues from other service fees for fiscal year 2007 were RMB1.2 million (US$0.2 million), representing an increase of 37.5% from RMB0.9 million in fiscal year 2006.

For fiscal year 2007, total operating costs and expenses were RMB307.0 million (US$42.1 million), representing an increase of 56.2% from RMB196.5 million in fiscal year 2006.

Commissions and fees expenses for fiscal year 2007 were RMB232.7 million (US$31.9 million), representing an increase of 74.9% from RMB133.1 million in fiscal year 2006. The increase was primarily due to the increase in the distribution of insurance products.

 

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Selling expenses for fiscal year 2007 were RMB9.4 million (US$1.3 million), a decrease of 17.0 % from RMB11.3 million in fiscal year 2006. The decrease of selling expense was primarily due to the centralization of management functions and stricter budget control. General and administrative expenses for fiscal year 2007 were RMB64.9 million (US$8.9 million), representing an increase of 24.5% from RMB52.1 million in fiscal year 2006, primarily as a result of the recognition of additional share-based compensation expenses for options granted in October, 2007, IPO-related expenses, and exchange losses in connection with the payment of previous declared dividends in the fiscal year 2007.

For fiscal year 2007, operating margin was 31.5% as compared with 20.3% for fiscal year 2006, primarily reflecting the growth of commission rates outpacing that of the commissions and fees expenses.

For fiscal year 2007, total interest income were RMB15.6 million (US$2.1 million), representing an increase of 190.4% from RMB5.4 million in fiscal year 2006, primarily attributable to an increase in cash as a result of our initial public offering and increases in interest rates in China.

For the fiscal year 2007, net income was RMB154.9 million (US$21.2 million), representing an increase of 170.0% from RMB57.4 million for the fiscal year 2006. Net margin was 34.6% for the fiscal year 2007, as compared with 23.3 % for the fiscal year 2006.

Fully diluted net income per ADS was RMB4.380 (US$0.600) for the fiscal year 2007, compared with RMB1.750 for the fiscal year 2006.

Business Highlights

CNinsure continued executing its strategy of expanding our business, with the following highlights for the fourth quarter ended December 31, 2007:

 

 

On November 5, 2007, CNinsure successfully completed its initial public offering and listing on the Nasdaq Global Market of 13,526,773 American Depositary Shares (“ADSs”) after the underwriters fully exercised their over-allotment options. The total offering size was approximately US$216 million. Each ADS represents twenty ordinary shares.

 

 

In November 2007, CNinsure appointed Mr. Feng Jin as Chief Information Officer to help the company upgrade the IT infrastructure.

 

 

In December 2007, CNinsure acquired a 60% equity interest in Guangdong Fangzhong Insurance Surveyors & Loss Adjusters Co. Ltd., an insurance adjusting company based in Guangzhou and enter China’s insurance adjusting sector.

 

 

In December 2007, CNinsure acquired the remaining 45% stake in Fujian Xinheng Insurance Agency Co., Ltd. in order to further increase investment of resources and expand penetration in the Fujian market.

 

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As of December 31, 2007, CNinsure had approximately 13,830 sales professionals and 195 sales and service outlets.

 

 

According to the Insurance Intermediary Market Development Report 2007 published by the China Insurance Regulatory Commission, six of CNinsure’s affiliated insurance agencies ranked Nos.1, 5, 8, 17, 18 and 19, respectively, among China’s top 20 insurance agencies in terms of revenue in 2007.

Business Outlook

For the first quarter 2008, CNinsure expects its total net revenues to be between RMB125.0 million (US$17.1 million) and RMB 135.0 million (US$18.5 million), which reflect the seasonality of our business as result of the Chinese New Year and the impact of the recent snow storms in central and southern China. This forecast reflects CNinsure’s current and preliminary view, which is subject to change.

Conference Call

The Company will host a conference call to discuss the fourth quarter and fiscal year 2007 results at

 

Time:

   8:00 pm Eastern Standard Time on February 25, 2008
   or 9:00 am Beijing/Hong Kong Time on February 26, 2008

 

The Toll Free dial-in number:    US:    1866-549-1292
   UK:    0808-234-6305
   CA:    1866-8691-825
   Singapore:    800-852-3576
   Taiwan:    0080-185-6004
   Hong Kong:    3005-2050
   China (Mainland):    800-869-7678;

 

China (Mainland) local dial-in number:

  400-733-1511

Password: 566597 #

A replay of the call will be available for three days as follows:

 

   3005-2020 (Hong Kong)
   +852-3005-2020 (International)
   PIN number: 134074#

Additionally, a live and archived web cast of this call will be available at:

http://www.corpasia.net/us/CISG/irwebsite/index.php?mod=event

 

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About CNinsure Inc.

CNinsure is a leading independent insurance agency and brokerage company operating in China. CNinsure’s distribution network reaches many of China’s most economically developed regions and affluent cities. The Company distributes a wide variety of property and casualty and life insurance products underwritten by domestic and foreign insurance companies operating in China, as well as other insurance-related services.

Forward-looking Statements

This press release contains statements of a forward-looking nature. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “will,” “expects,” “believes,” “anticipates,” “intends,” “estimates” and similar statements. Among other things, the management’s quotations and “Business Outlook” contain forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about CNinsure and the industry. Potential risks and uncertainties include, but are not limited to, those relating to CNinsure’s limited operating history, especially its limited experience in selling life insurance products, its ability to attract and retain productive agents, especially entrepreneurial agents, its ability to maintain existing and develop new business relationships with insurance companies, its ability to execute its growth strategy, its ability to adapt to the evolving regulatory environment in Chinese insurance industry, and its ability to compete effectively against its competitors. All information provided in this press release is as of February 25, 2008, and CNinsure undertakes no obligation to update any forward looking statements to reflect subsequent occurring events or circumstances, or to changes in its expectations, except as may be required by law. Although CNinsure believes that the expectations expressed in these forward looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results. Further information regarding risks and uncertainties faced by CNinsure is included in CNinsure’s filings with the U.S. Securities and Exchange Commission, including its registration statement on Form F-1.

 

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CNinsure Inc.

Unaudited Condensed Consolidated Balance Sheets

 

     As of December 31,
2006
    As of December 31,
2007
    As of December 31,
2007
 
     RMB     RMB     USD  
     (In thousands, except for shares and per share data)  

ASSETS:

      

Current assets:

      

Cash and cash equivalents

   223,926     1,545,501     211,869  

Restricted cash

   7,413     12,863     1,763  

Accounts receivable

   26,569     18,701     2,564  

Insurance premium receivable

   994     655     90  

Other receivables, net

   16,988     30,510     4,183  

Amounts due from related parties

   78,957     0     0  

Other current assets

   856     6,136     841  
                  

Total current assets

   355,703     1,614,366     221,310  

Non-current assets:

      

Property, plant, and equipment, net

   9,741     11,117     1,524  

Goodwill

   7,042     9,329     1,279  

Intangibles

   4,471     4,271     585  

Deferred tax assets

   2,365     2,265     311  

Other

   300     500     69  
                  

Total assets

   379,622     1,641,848     225,078  
                  

LIABILITIES AND SHAREHOLDERS’ EQUITY:

      

Current liabilities:

      

Accounts payables

   14,275     10,122     1,388  

Insurance premium payable

   7,413     12,863     1,763  

Other payables and accrued expenses

   12,139     17,033     2,335  

Accrued payroll

   4,902     7,722     1,059  

Income tax payable

   798     1,966     270  

Amounts due to related parties

   3,679     369     51  

Dividend payable

   32,000     0     0  

Current portion of long-term borrowings

   318     103     14  
                  

Total current liabilities

   75,524     50,178     6,880  

Non-current liabilities:

      

Long-term borrowings

   237     57     8  

Deferred tax liabilities

   560     3,195     438  
                  

Total liabilities

   76,321     53,430     7,326  

Commitments and contingencies

      

Minority interests

   13,717     18,248     2,502  

Common stock

   5,073     7,036     964  

Additional paid-in capital

   369,781     1,621,064     222,228  

Accumulated deficit

   (85,091 )   (38,458 )   (5,272 )

Accumulated other comprehensive Loss

   (179 )   (19,472 )   (2,670 )
                  

Total owners’ equity

   289,584     1,570,170     215,250  
                  

Total liabilities and owners’ equity

   379,622     1,641,848     225,078  
                  

 

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CNinsure Inc.

Unaudited Condensed Consolidated Statements of Operations

 

     For The Three Months Ended
December 31,
    For The Twelve Months Ended
December 31,
 
     2006     2007     2007     2006     2007     2007  
     RMB     RMB     USD     RMB     RMB     USD  
           (In thousands, except for shares and per share data)        

Net revenues:

            

Commissions and fees

   87,409     158,480     21,726     245,652     446,957     61,272  

Other service fees

   344     251     34     897     1,234     169  
                                    

Total net revenues

   87,753     158,731     21,760     246,549     448,191     61,441  

Operating costs and expenses:

            

Commissions and fees

   (48,440 )   (83,224 )   (11,409 )   (133,076 )   (232,704 )   (31,901 )

Selling expenses

   (3,027 )   (2,844 )   (390 )   (11,288 )   (9,373 )   (1,285 )

General and administrative expenses

   (12,741 )   (26,434 )   (3,624 )   (52,119 )   (64,911 )   (8,898 )
                                    

Total operating costs and expenses

   (64,208 )   (112,502 )   (15,423 )   (196,483 )   (306,988 )   (42,084 )

Income from operations

   23,545     46,229     6,337     50,066     141,203     19,357  

Other income (expense), net:

            

Interest income

   1,804     10,920     1,497     5,364     15,579     2,136  

Interest expense

   (4 )   (5 )   (1 )   (34 )   (75 )   (10 )

Others, net

   0     9     1     5     (38 )   (5 )
                                    

Income before income taxes

   25,345     57,153     7,835     55,401     156,669     21,478  

Income tax benefit (expense)

   461     (3,242 )   (444 )   573     (4,230 )   (580 )
                                    

Net income before minority interest

   25,806     53,911     7,391     55,974     152,439     20,898  
                                    

Minority interest

   439     (104 )   (14 )   1,421     2,499     342  
                                    

Net income

   26,245     53,807     7,376     57,395     154,938     21,240  
                                    

Net Income per share:

            

Basic

   0.040     0.064     0.009     0.088     0.220     0.030  

Diluted

   0.040     0.064     0.009     0.087     0.219     0.030  

Net Income per ADS:

            

Basic

   0.808     1.284     0.176     1.766     4.396     0.603  

Diluted

   0.800     1.275     0.175     1.750     4.380     0.600  

Shares used in calculating net income per share

            

Basic

   650,000,000     838,056,274     838,056,274     650,000,000     704,898,683     704,898,683  

Diluted

   656,120,811     843,711,077     843,711,077     655,970,000     707,437,509     707,437,509  

For more information, please contact:

Phoebe Meng

Investor Relations Officer

Email: mengyf@cninsure.net

 

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Oasis Qiu

Investor Relations

Tel: +86 (20) 6122-2732

Email: qiusr@cninsure.net

 

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Exhibit 99.2

CNinsure Announces Resignation of Chief Financial Officer

and Appoints Peng Ge as the New Chief Financial Officer

GUANGZHOU, February 25, 2008 — CNinsure Inc. (Nasdaq: CISG), a leading independent insurance agency and brokerage company operating in China, today announced that, for personal reasons, David Tang will resign from his position as Chief Financial Officer and Vice President of the company, effective April 1, 2008. Peng Ge, currently Vice President, General Manager of the Finance and Accounting Department and a Director of the company, will assume the role of Chief Financial Officer of the company.

Mr. Tang joined CNinsure and was appointed Chief Financial Officer in February 2007. “David has played an important role in our IPO. On behalf of the board, we would like to thank David for his contributions to the Company and wish him every success in his future career. ” remarked Yinan Hu, CNinsure’s Chairman and Chief Executive Officer.

Mr. Peng Ge has been our Vice President and General Manager of the Finance and Accounting Department since 2005 and a Director since August 2007. He is in charge of capital market, the management of accounting and internal control and operational planning. From 1999 to 2005, Mr. Ge headed our business operations in Beijing. During his service in our company, he has played a key role in attracting investments from CATHAY and CDH, two of our biggest shareholders. He also contributed greatly to the success of our IPO in 2007 and was actively involved in the entire IPO process, including overseeing the preparation of financial statements, coordinating the audit process, assisting with due diligence and participating in the road-show. Previously, from 1994 to 1999, Mr. Ge served as a financial manager in China National Native Produce and Animal By-Products Import & Export Corporation. Mr. Ge holds his Master of Business Administration degree and Bachelor degree in international accounting from the University of International Business and Economics in China.

Commenting on Mr. Ge’s appointment, Mr.Hu added, “Mr. Ge has demonstrated a comprehensive understanding of financial and accounting matters since he joined the company in 1999. We are confident that his experience will further contribute to our future progress. As such, we wholeheartedly welcome Mr. Ge to his new role at the Company.”

About CNinsure Inc.

CNinsure is a leading independent insurance agency and brokerage company operating in China. CNinsure’s distribution network reaches many of China’s most economically developed regions and affluent cities. The Company distributes a wide variety of property and casualty and life insurance products underwritten by domestic and foreign insurance companies operating in China, as well as other insurance-related services.

 

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Forward-looking Statements

This press release contains statements of a forward-looking nature. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “will,” “expects,” “believes,” “anticipates,” “intends,” “estimates” and similar statements. Among other things, the management’s quotations contain forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about CNinsure and the industry. Potential risks and uncertainties include, but are not limited to, those relating to CNinsure’s limited operating history, especially its limited experience in selling life insurance products, its ability to attract and retain productive agents, especially entrepreneurial agents, its ability to maintain existing and develop new business relationships with insurance companies, its ability to execute its growth strategy, its ability to adapt to the evolving regulatory environment in Chinese insurance industry, and its ability to compete effectively against its competitors. All information provided in this press release is as of February 25, 2008, and CNinsure undertakes no obligation to update any forward looking statements to reflect subsequent occurring events or circumstances, or to changes in its expectations, except as may be required by law. Although CNinsure believes that the expectations expressed in these forward looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results. Further information regarding risks and uncertainties faced by CNinsure is included in CNinsure’s filings with the U.S. Securities and Exchange Commission, including its registration statement on Form F-1.

For more information, please contact:

Phoebe Meng

Investor Relations Officer

Email: mengyf@cninsure.net

Oasis Qiu

Investor Relations

Tel: +86 (20) 6122-2732

Email: qiusr@cninsure.net

 

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