UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CNinsure Inc.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G2352K 108
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* 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).
CUSIP No. |
G2352K 108 |
| 1 | NAMES OF REPORTING PERSONS CDH Inservice Limited |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| British Virgin Islands | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 163,233,0601 ordinary shares. Each of CDH China Growth Capital Fund II, L.P. and CDH China Growth Capital Holdings Company Limited may also be deemed to have sole voting power with respect to such shares. | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 163,233,0601 ordinary shares. Each of CDH China Growth Capital Fund II, L.P. and CDH China Growth Capital Holdings Company Limited may also be deemed to have sole dispositive power with respect to such shares. | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 163,233,060 ordinary shares | |||||
| 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) | ||||
| 17.9% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
1Including (i) 151,600,000 ordinary shares of the issuer, and (ii) 11,633,060 ordinary shares of the issuer in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.
Page 2 of 8 Pages
CUSIP No. |
G2352K 108 |
| 1 | NAMES OF REPORTING PERSONS CDH China Growth Capital Fund II, L.P. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Cayman Islands | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 163,233,0602 ordinary shares. Each of CDH Inservice Limited and CDH China Growth Capital Holdings Company Limited may also be deemed to have sole voting power with respect to such shares. | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 163,233,0602 ordinary shares. Each of CDH Inservice Limited and CDH China Growth Capital Holdings Company Limited may also be deemed to have sole dispositive power with respect to such shares. | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 163,233,060 ordinary shares | |||||
| 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) | ||||
| 17.9% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| PN | |||||
2 Including (i) 151,600,000 ordinary shares of the issuer, and (ii) 11,633,060 ordinary shares of the issuer in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.
Page 3 of 8 Pages
CUSIP No. |
G2352K 108 |
| 1 | NAMES OF REPORTING PERSONS CDH China Growth Capital Holdings Company Limited |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Cayman Islands | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 163,233,0603 ordinary shares. Each of CDH China Growth Capital Fund II, L.P. and CDH Inservice Limited may also be deemed to have sole voting power with respect to such shares. | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 163,233,0603 ordinary shares. Each of CDH China Growth Capital Fund II, L.P. and CDH Inservice Limited may also be deemed to have sole dispositive power with respect to such shares. | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 163,233,060 ordinary shares | |||||
| 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) | ||||
| 17.9% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
3 Including (i) 151,600,000 ordinary shares of the issuer, and (ii) 11,633,060 ordinary shares of the issuer in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.
Page 4 of 8 Pages
CUSIP No. |
G2352K 108 |
| Item 1(a). | Name of Issuer: CNinsure Inc. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: 9/F, Yinhai Building No. 299 Yanjiang Zhong Road Guangzhou, Guangdong 510110 People’s Republic of China |
| Item 2(a). | Name of Person Filing: CDH Inservice Limited CDH China Growth Capital Fund II, L.P. CDH China Growth Capital Holdings Company Limited |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: For all reporting persons herein: c/o CDH Investment Advisory Private Limited One Temasek Avenue #18-02, Millenia Tower Singapore 039192 |
| Item 2(c). | Citizenship: CDH Inservice Limited — British Virgin Islands CDH China Growth Capital Fund II, L.P. — Cayman Islands CDH China Growth Capital Holdings Company Limited — Cayman Islands |
| Item 2(d). | Title of Class of Securities: Ordinary Shares |
| Item 2(e). | CUSIP Number: G2352K 108 |
| Item 3. | Not Applicable |
Page 5 of 8 Pages
CUSIP No. |
G2352K 108 |
| 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: |
| Sole power to | Shared power to | |||||||||||||||||||||||
| Shared power to | dispose or to | dispose or to | ||||||||||||||||||||||
| Amount beneficially | Sole power to vote | vote or to direct | direct the | direct the | ||||||||||||||||||||
| Reporting Person | owned: | Percent of class: | or direct the vote: | the vote: | disposition of: | disposition of: | ||||||||||||||||||
CDH Inservice
Limited |
163,233,060 | 17.9 | % | 163,233,060 | 0 | 163,233,060 | 0 | |||||||||||||||||
CDH China Growth
Capital Fund II,
L.P. |
163,233,060 | 17.9 | % | 163,233,060 | 0 | 163,233,060 | 0 | |||||||||||||||||
CDH China Growth
Capital Holdings
Company Limited |
163,233,060 | 17.9 | % | 163,233,060 | 0 | 163,233,060 | 0 | |||||||||||||||||
CDH Inservice Limited is the record owner of 163,233,060 ordinary shares of the
issuer, consisting of 151,600,000 ordinary shares and 11,633,060 ordinary shares in
the form of American Depositary Shares, each representing 20 ordinary shares of the
issuer. CDH China Growth Capital Fund II, L.P. (“CDH Fund II”) owns 100% of the
total outstanding shares of CDH Inservice Limited. CDH China Growth Capital
Holdings Company Limited (“CDH Growth Capital Holdings”) is the general partner of
CDH Fund II and has the power to direct CDH Fund II as to the voting and disposition
of shares directly and indirectly held by CDH Fund II.
The investment committee of CDH Growth Capital Holdings comprises Shangzhi Wu, Shuge
Jiao and Xinlai Liu. Changes to the investment committee require the approval of
the directors of CDH Growth Capital Holdings. The directors of CDH Growth Capital
Holdings are nominated by the principal shareholders of CDH Growth Capital Holdings,
being (i) an affiliate of Capital Z Partners, (ii) an affiliate of the Government of
Singapore Investment Corporation, and (iii) China Diamond Holdings II, L.P., a
British Virgin Islands limited partnership controlled by senior members of the CDH
Fund II investment team. Pursuant to Section 13(d) of the Securities Exchange Act
of 1934, as amended, and the rules promulgated thereunder, Shangzhi Wu, Shuge Jiao
and Xinlai Liu may be deemed to share beneficial ownership of the ordinary shares
held by CDH Inservice Limited. Such persons disclaim such beneficial ownership.
| 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 |
Page 6 of 8 Pages
CUSIP No. |
G2352K 108 |
| 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 |
Page 7 of 8 Pages
CUSIP No. |
G2352K 108 |
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 3, 2010
| CDH Inservice Limited | By: | /s/ Wu Shangzhi | ||
| Name: | Wu Shangzhi | |||
| Title: | Director | |||
| CDH China Growth Capital Fund II, L.P. | By: CDH China Growth Capital Holdings Company Limited, its General Partner |
|||
| By: | /s/ Wu Shangzhi | |||
| Name: | Wu Shangzhi | |||
| Title: | Director | |||
| CDH China Growth Capital Holdings Company Limited | By: | /s/ Wu Shangzhi | ||
| Name: | Wu Shangzhi | |||
| Title: | Director | |||
Page 8 of 8 Pages
LIST OF EXHIBITS
| Exhibit No. | Description | |
A
|
Joint Filing Agreement |
EXHIBIT A: 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 3, 2010.
| CDH Inservice Limited | By: | /s/ Wu Shangzhi | ||
| Name: | Wu Shangzhi | |||
| Title: | Director | |||
| CDH China Growth Capital Fund II, L.P. | By: CDH China Growth Capital Holdings Company Limited, its General Partner |
|||
| By: | /s/ Wu Shangzhi | |||
| Name: | Wu Shangzhi | |||
| Title: | Director | |||
| CDH China Growth Capital Holdings Company Limited | By: | /s/ Wu Shangzhi | ||
| Name: | Wu Shangzhi | |||
| Title: | Director | |||