Form 6-K
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2009
 
Commission File Number: 001-33768
 
CNINSURE INC.
21/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 of Form 20-F or Form 40-F.
Form 20-F þ     Form 40-F o
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):o
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):o
 
 

 

 


 

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: November 24, 2009

 

 


 

Exhibit Index
Exhibit 99.1 — Press release

 

 

Exhibit 99.1
Exhibit 99.1
(CNINSURE INC. LOGO)
CNinsure Reports Third Quarter 2009 Unaudited Financial Results
GUANGZHOU, China, November 23, 2009 /Xinhua-PRNewswire/ — CNinsure Inc., (Nasdaq: CISG), (the “Company” or “CNinsure”), a leading independent insurance intermediary company operating in China, today announced its unaudited financial results for the third quarter ended September 30, 2009.1
Financial Highlights:
Highlights for Third Quarter 2009
 
Total net revenues: RMB297.8 million (US$43.6 million), representing an increase of 41.1% from the corresponding period of 2008, which exceeded the previous guidance of approximately 35% growth from the corresponding period of 2008.
 
 
Income from operations: RMB87.7 million (US$12.9 million), representing an increase of 54.4% from the corresponding period of 2008.
 
 
Net income attributable to the Company’s shareholders: RMB76.9 million (US$11.3 million), representing an increase of 47.3% from the corresponding period of 2008.
 
 
Basic and diluted net income per American Depositary Share (“ADS”): RMB1.686 (US$0.247) and RMB1.641 (US$0.240), respectively, representing an increase of 47.3% and 43.4%, respectively, from the corresponding period of 2008.
Commenting on the third quarter results, Yinan Hu, Chairman and CEO of CNinsure stated: “The Company continued to deliver strong financial results during the third quarter with total net revenues up 41.1% and net income attributable to the Company’s shareholders up 47.3% compared to the same period of last year, and we are encouraged to see a significant year-over-year growth of 95.3% in our life insurance business, which was mainly attributable to the growth of our Datong segment and the increase in renewal commissions.”
“The strong financial results once again proved the Company had successfully adopted effective measures to weather the financial crisis and capitalize on the opportunities to further enhance its competitiveness and solidify its leading position within the insurance intermediary industry. With a unified operating platform and an expanding distribution and service network in place, the Company stands to benefit from the steady recovery of China’s economy and the tightening regulation of the insurance industry and achieve faster development.”
 
     
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 RMB6.8262 to US$1.00, the effective noon buying rate as of September 30, 2009 in The City of New York for cable transfers of RMB as set forth in the H.10 weekly statistical release of the Federal Reserve Board.

 

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(CNINSURE INC. LOGO)
Financial Results for the Third Quarter Ended September 30, 2009
Total net revenues for the third quarter ended September 30, 2009 were RMB297.8 million (US$43.6 million), representing an increase of 41.1% from RMB211.0 million for the corresponding period of 2008. The increase was primarily attributable to: (1) an increase in the number of our sales professionals and claims adjusters by 57.2% to 36,227 and 126.1% to 1,449, respectively, by the third quarter of 2009, with operations in 22 provinces as of September 30, 2009 compared to 15 provinces as of September 30, 2008, (2) newly acquired entities including the subsidiaries under the Datong segment, and (3) an increase in performance bonuses as a result of growth in sales volume.
Total operating costs and expenses were RMB210.1 million (US$30.8 million) for the third quarter of 2009, representing an increase of 36.3% from RMB154.2 million for the corresponding period of 2008.
Commissions and fees expenses were RMB139.7 million (US$20.5 million) for the third quarter of 2009, representing an increase of 26.7% from RMB110.3 million for the corresponding period of 2008. The increase was primarily due to sales volume growth.
Selling expenses were RMB14.8 million (US$2.2 million) for the third quarter of 2009, representing an increase of 261.0% from RMB4.1 million for the corresponding period of 2008. The increase was primarily due to the establishment of additional branches and companies under the Datong and Claims Adjusting segments and an increase in sales promotion expenses.
General and administrative expenses were RMB55.6 million (US$8.1 million) for the third quarter of 2009, representing an increase of 40.1% from RMB39.7 million for the corresponding period of 2008. The increase was primarily due to the following factors:
(1)  
increases in headcounts, particularly the recruitment of more senior managers, and higher base salaries for the managerial and administrative staff;
(2)  
increases in depreciation of fixed assets as a result of the operation of our upgraded IT system in affiliated entities;
(3)  
increases in amortization of intangible assets as a result of the acquisitions that we made in 2008 and 2009; and
(4)  
increases in office rental expense and telecom expense and expenses incurred by newly acquired entities and the expansion of distribution and service network.
As a result of the foregoing factors, income from operations was RMB87.7 million (US$12.9 million) for the third quarter of 2009, representing an increase of 54.4% from RMB56.8 million for the corresponding period of 2008. Operating margin was 29.5% for the third quarter of 2009 compared to 26.9% for the corresponding period of 2008.

 

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(CNINSURE INC. LOGO)
Interest income for the third quarter of 2009 was RMB7.5 million (US$1.1 million), representing a decrease of 41.4% from RMB12.9 million for the corresponding period of 2008, primarily due to a decrease in bank deposit interest rates.
Income tax expense for the third quarter of 2009 was RMB21.4 million (US$3.1 million), representing an increase of 30.5% from RMB16.4 million for the corresponding period of 2008. The increase was primarily attributable to the increase of income from operations. Effective income tax rate was 22.4% for the third quarter of 2009 compared to 23.5% for the corresponding period of 2008.
Net income attributable to the Company’s shareholders was RMB76.9 million (US$11.3 million) for the third quarter of 2009, representing an increase of 47.3% from RMB52.2 million for the corresponding period of 2008.
Net margin was 25.8% for the third quarter of 2009, compared to 24.7% for the corresponding period of 2008.
Basic net income per ADS was RMB1.686 (US$0.247) for the third quarter of 2009, representing an increase of 47.3% from RMB1.144 for the corresponding period of 2008. Fully diluted net income per ADS was RMB1.641 (US$0.240) for the third quarter of 2009, representing an increase of 43.4% from RMB1.144 for the corresponding period of 2008.
As of September 30, 2009, the Company had RMB1.6 billion (US$230.0 million) in cash and cash equivalents.
Recent developments:
 
On October 18, 2009, Datong, the life insurance business segment of CNinsure, announced cooperation with Sino Life Insurance Co., Ltd. for exclusive distribution of “Fumantang”, a custom-designed participating whole life insurance product with critical illness benefit rider. Up to now, CNinsure has established partnerships with four insurance companies for exclusive distribution of five custom-designed insurance products.
 
 
On October 1, 2009, CNinsure announced that it entered into agreements to acquire 20.58% equity interest in China Financial Services Group Limited (“CFSG”), a consumer credit brokerage company specializing in the distribution of personal auto loans and residential mortgage loans, marking its expansion into the consumer financial services sector. The transaction has been approved by the boards of directors of both CFSG and CNinsure and was subsequently completed on November 1, 2009.

 

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(CNINSURE INC. LOGO)
 
During the third quarter of 2009, CNinsure established two new life insurance agencies. As of September 30, 2009, its distribution and service network consisted of 47 insurance agencies, four insurance brokerages and four claims adjusting firms with 472 sales and services outlets operating in 22 provinces, compared to 33 insurance agencies, four insurance brokerages and three claims adjusting firms with 305 sales and service outlets operating in 15 provinces as of September 30, 2008. CNinsure had 36,227 sales agents and 1,449 professional claims adjustors as of September 30, 2009, compared to 23,042 sales agents and 641 professional claims adjustors as of September 30, 2008.
 
 
According to the Insurance Intermediary Market Development Report published by the CIRC, based on revenues in the third quarter of 2009, CNinsure had eight affiliated insurance agencies, one affiliated insurance brokerage, and three affiliated claims adjusting firms among China’s top 20 of their respective categories, each accounting for 11.93%, 1.09% and 12.44% of the total revenues of all insurance agencies, brokerages and claims adjusting firms, respectively, in China.
 
 
During the third quarter of 2009, net revenues from commissions and fees derived from Property and Casualty (“P&C”) Insurance, Life Insurance and Claims Adjusting businesses grew by 33.0%, 95.3% and 28.4% year-over-year, respectively, each contributing 68.2%, 19.8% and 12.0% of the total net revenues in the third quarter of 2009, respectively.
 
 
As of September 30, 2009, CNinsure had achieved the following in its IT platform construction: (1) the Core Business System and a financial and accounting system were installed in all affiliated subsidiaries of its Life Insurance and Datong segments, and most of the affiliated subsidiaries of its P&C Insurance and Claims Adjusting segments; (2) the human resources system, office automation system and E-learning system were put into use and the sales automation system was at user acceptance test stage; and (3) a module for data transmission with insurance companies and an image & workflow system were under construction.
 
 
On July 29, 2009, CNinsure announced strategic partnership with China United Property Insurance Company Limited for product distribution and outsourcing of claims adjusting services. This was the second strategic partnership agreement CNinsure has signed with property and casualty insurance companies at the group level.
 
   

 

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(CNINSURE INC. LOGO)
Business Outlook
CNinsure expects its total net revenues to grow by approximately 26% for the fourth quarter 2009 and approximately 36% for the fiscal year 2009 compared to the corresponding period of 2008. 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 third quarter 2009 results at
Time:   
8:00 pm Eastern Standard Time on November 23, 2009
or 9:00 am Beijing/Hong Kong Time on November 24, 2009
     
The Toll Free dial-in numbers:
   
United States:
  1866-549-1292
United Kingdom:
  0808-234-6305
Canada:
  1866-8691-825
Singapore:
  800-852-3576
Taiwan:
  0080-185-6004
China (Mainland):
  400-681-6949
Hong Kong & Other Areas:
  +852-3005-2050
Password: 618842#
A replay of the call will be available for three days as follows:
+852-3005-2020      (Hong Kong & other areas)
PIN number: 147257#
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
About CNinsure Inc.
CNinsure is a leading independent intermediary 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, and provides insurance claims adjusting as well as other insurance-related services.

 

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(CNINSURE INC. LOGO)
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 the Business Outlook section 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 the Chinese insurance industry, its ability to compete effectively against its competitors, quarterly variations in its operating results caused by factors beyond its control and macroeconomic conditions in China and their potential impact on the sales of insurance products. All information provided in this press release is as of November 23, 2009, 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 annual report on Form 20-F.

 

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(CNINSURE INC. LOGO)
CNINSURE INC.
Unaudited Condensed Consolidated Balance Sheets

(In thousands)
                         
    As of December 31,     As of September 30,     As of September 30,  
    20082 (As Adjusted)     2009     2009  
    RMB     RMB     US$  
 
                       
ASSETS:
                       
 
                       
Current assets:
                       
Cash and cash equivalents
    1,510,432       1,570,007       229,997  
Restricted cash
    4,200       2,811       412  
Accounts receivable, net
    90,452       141,666       20,753  
Insurance premium receivables
    21       302       44  
Other receivables
    57,151       53,974       7,907  
Deferred tax assets
    1,808       4,556       667  
Amounts due from related parties
    207,595       19,775       2,897  
Other current assets
    5,224       6,817       999  
 
                 
Total current assets
    1,876,883       1,799,908       263,676  
 
                       
Non-current assets:
                       
Property, plant, and equipment, net
    72,538       102,232       14,977  
Goodwill
    37,888       325,843       47,734  
Intangible assets
    53,518       84,279       12,346  
Deferred tax assets
    4,836       2,747       403  
Investment in an affiliate
    427       390       57  
Other non-current assets
    425       2,634       386  
 
                 
Total assets
    2,046,515       2,318,033       339,579  
 
                 
 
     
2  
Effective from January 1, 2009, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification 810 (“ASC 810”) Non-controlling Interests, (formerly FASB Statement (“SFAS”) No. 160, Non-controlling Interests in Consolidated Financial Statements). As a result, the presentation and disclosure requirements had applied retrospectively for all periods presented, requires noncontrolling interests to be separately presented as a component of stockholders’ equity on the consolidated balance sheets. The balance sheet data as of December 31, 2008 were extracted from the Form 20-F for the year ended December 31, 2008, as adjusted to give the effect of the adoption of FASB ACS 810.

 

Page 7 of 11


 

(CNINSURE INC. LOGO)
CNINSURE INC.
Unaudited Condensed Consolidated Balance Sheets-(Continued)

(In thousands)
                         
    As of December 31,     As of September 30,     As of September 30,  
    20082 (As Adjusted)     2009     2009  
    RMB     RMB     US$  
LIABILITIES AND SHAREHOLDERS’ EQUITY:
                       
Current liabilities:
                       
Accounts payable
    59,867       55,306       8,102  
Insurance premium payables
    4,200       2,811       412  
Other payables and accrued expenses
    73,712       96,310       14,109  
Accrued payroll
    15,336       21,531       3,154  
Income tax payable
    26,140       32,198       4,716  
Amounts due to related parties
    10,967       4,177       612  
 
                 
Total current liabilities
    190,222       212,333       31,105  
 
                       
Non-current liabilities:
                       
Long-term borrowings
          20       3  
Other tax liabilities
    1,871       2,341       343  
Deferred tax liabilities
    8,351       19,773       2,897  
 
                 
Total liabilities
    200,444       234,467       34,348  
 
                       
Common stock
    7,036       7,036       1,031  
Additional paid-in capital
    1,666,723       1,603,270       234,870  
Statutory reserves
    71,237       71,237       10,436  
Retained earnings
    80,462       287,528       42,121  
Accumulated other comprehensive loss
    (73,810 )     (72,523 )     (10,624 )
 
                 
Total CNinsure Inc. shareholders’ equity
    1,751,648       1,896,548       277,834  
 
                 
Noncontrolling interests2
    94,423       187,018       27,397  
 
                 
Total shareholders’ equity
    1,846,071       2,083,566       305,231  
 
                 
Total liabilities and shareholders’ equity
    2,046,515       2,318,033       339,579  
 
                 

 

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(CNINSURE INC. LOGO)
CNINSURE INC.
Unaudited Condensed Consolidated Statements of Operations

(In thousands, except for shares and per share and per ADS data)
                                                 
    For The Three Months Ended     For The Nine Months Ended  
    September 30,     September 30,  
    20083                     20083              
    (As Adjusted)     2009     2009     (As Adjusted)     2009     2009  
    RMB     RMB     US$     RMB     RMB     US$  
 
                                               
Net revenues:
                                               
Commissions and fees
    210,577       297,680       43,609       561,757       798,873       117,031  
Other service fees
    414       125       18       700       484       71  
 
                                   
Total net revenues
    210,991       297,805       43,627       562,457       799,357       117,102  
 
                                   
Operating costs and expenses:
                                               
Commissions and fees
    (110,322 )     (139,707 )     (20,466 )     (290,727 )     (402,731 )     (58,998 )
Selling expenses
    (4,141 )     (14,799 )     (2,168 )     (11,105 )     (34,157 )     (5,004 )
General and administrative expenses
    (39,739 )     (55,576 )     (8,142 )     (100,450 )     (146,437 )     (21,452 )
 
                                   
Total operating costs and expenses
    (154,202 )     (210,082 )     (30,776 )     (402,282 )     (583,325 )     (85,454 )
 
                                   
Net income from operations
    56,789       87,723       12,851       160,175       216,032       31,648  
Other income , net:
                                               
Investment income
                            18,905       2,769  
Interest income
    12,851       7,528       1,103       36,553       26,103       3,824  
Interest expense
    (29 )     (1 )           (66 )     (4 )     (1 )
Others, net
    135       78       11       127       1,035       152  
Changes in fair value of contingent consideration payables
                            (5,946 )     (871 )
 
                                   
Net income before income taxes
    69,746       95,328       13,965       196,789       256,125       37,521  
Income tax expense
    (16,385 )     (21,350 )     (3,128 )     (46,755 )     (67,289 )     (9,858 )
Share of loss of an affiliated company
    (86 )     (10 )     (1 )     (1 )     (37 )     (5 )
 
                                   
Net income
    53,275       73,968       10,836       150,033       188,799       27,658  
 
                                   
Less: Net income (loss) attributable to the noncontrolling interests
    1,069       (2,955 )     (433 )     2,156       (18,267 )     (2,676 )
 
                                   
 
                                               
Net income attributable to the Company’s shareholders
    52,206       76,923       11,269       147,877       207,066       30,334  
 
                                   
 
     
3  
Amounts were extracted from the current report on Form 6-K filed on November 25, 2008, as adjusted to give the effect of the adoption of SFAS ACS 810, Non-controlling Interests, (formerly SFAS No. 160).

 

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(CNINSURE INC. LOGO)
CNINSURE INC.
Unaudited Condensed Consolidated Statements of Operations-(Continued)

(In thousands, except for shares and per share and per ADS data)
                                                 
    For The Three Months Ended     For The Nine Months Ended  
    September 30,     September 30,  
    20083                     20083              
    (As Adjusted)     2009     2009     (As Adjusted)     2009     2009  
    RMB     RMB     US$     RMB     RMB     US$  
Net income per share:
                                               
Basic
    0.057       0.084       0.012       0.162       0.227       0.033  
Diluted
    0.057       0.082       0.012       0.162       0.224       0.033  
 
                                               
Net income per ADS:
                                               
Basic
    1.144       1.686       0.247       3.241       4.538       0.665  
Diluted
    1.144       1.641       0.240       3.241       4.476       0.656  
 
                                               
Shares used in calculating net income per share and ADS:
                                               
Basic
    912,497,726       912,497,726       912,497,726       912,497,726       912,497,726       912,497,726  
Diluted
    912,497,726       937,397,373       937,397,373       912,497,726       925,236,583       925,236,583  

 

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(CNINSURE INC. LOGO)
For more information, please contact:
Oasis Qiu
Investor Relations Manager
Tel: +86 (20) 6122-2777 x 850
Email: qiusr@cninsure.net
Source: CNinsure Inc.

 

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