SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to §240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to §240.13d-2.
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
| CNinsure Inc. |
| (Name of Issuer) |
| Ordinary Shares |
| (Title of Class of Securities) |
| G2352K 108 |
| (CUSIP Number) |
| December 31, 2013 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | 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 disclosures provided in a prior cover page.
The information required on 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 | Page 2 of 8 Pages |
| 1 |
Name of Reporting Person
Yinan Hu (“Mr. Hu”)
| ||
| 2 |
Check the Appropriate
Box if a Member of a Group (a)
¨ (b) x
| ||
| 3 | SEC Use Only | ||
| 4 |
Citizenship or Place of Organization
People’s Republic of China
| ||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 |
Sole Voting Power
10,070,000 ordinary shares
| |
| 6 |
Shared Voting Power
183,198,110 ordinary shares
| ||
| 7 |
Sole Dispositive Power
10,070,000 ordinary shares
| ||
| 8 |
Shared Dispositive Power
183,198,110 ordinary shares
| ||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
193,268,110 ordinary shares
| ||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||
| 11 |
Percent of Class Represented by Amount in Row (9)
19.3%1
| ||
| 12 |
Type of Reporting Person
IN
| ||
1 Based on a total of 998,861,526 outstanding ordinary shares of the Issuer as of December 31, 2013.
| CUSIP No. G2352K 108 | Page 3 of 8 Pages |
| 1 |
Name of Reporting Person
Sea Synergy Limited (“Sea Synergy”)
| ||
| 2 |
Check the Appropriate Box if a Member of a Group (a)
¨ (b) ¨
| ||
| 3 | SEC Use Only | ||
| 4 |
Citizenship or Place of Organization
British Virgin Islands
| ||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 |
Sole Voting Power
183,198,110 ordinary shares | |
| 6 |
Shared Voting Power
0 | ||
| 7 |
Sole Dispositive Power
183,198,110 ordinary shares | ||
| 8 |
Shared Dispositive Power
0
| ||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
183,198,110 ordinary shares
| ||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||
| 11 |
Percent of Class Represented by Amount in Row (9)
18.3%2 | ||
| 12 |
Type of Reporting Person
CO
| ||
2 Based on a total of 998,861,526 outstanding ordinary shares of the Issuer as of December 31, 2013.
| CUSIP No. G2352K 108 | Page 4 of 8 Pages |
| Item 1(a). | Name of Issuer: |
| CNinsure Inc. (the “Issuer”) | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| 22/F, Yinhai Building | |
| No. 299 Yanjiang Zhong Road | |
| Guangzhou, Guangdong 510110 | |
| People’s Republic of China | |
| Item 2(a). | Name of Person Filing: |
| Yinan Hu | |
| Sea Synergy Limited | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
| Yinan Hu | |
| Sea Synergy Limited | |
| CNinsure Inc. | |
| 22/F, Yinhai Building | |
| No. 299 Yanjiang Zhong Road | |
| Guangzhou, Guangdong 510110 | |
| People’s Republic of China | |
| Item 2(c) | Citizenship: |
| Yinan Hu – People’s Republic of China | |
| Sea Synergy Limited - British Virgin Islands | |
| Item 2(d). | Title of Class of Securities: |
| Ordinary Shares | |
| Item 2(e). | CUSIP Number: |
| G2352K 108 |
| CUSIP No. G2352K 108 | Page 5 of 8 Pages |
| 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, 2013: |
| Reporting Person | Amount beneficially owned: | Percent of class: (2) | 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: | ||||||||||||||||||
| Yinan Hu(1) | 193,268,110 | 19.3 | % | 10,070,000 | 183,198,110 | 10,070,000 | 183,198,110 | |||||||||||||||||
| Sea Synergy Limited(1) | 183,198,110 | 18.3 | % | 183,198,110 | 0 | 183,198,110 | 0 | |||||||||||||||||
| (1) | The 193,268,110 ordinary shares of the Issuer beneficially owned by Mr. Hu consist of 183,198,110 ordinary shares that are directly held by Sea Synergy and 10,070,000 ordinary shares in the form of American depositary shares that were acquired by Mr. Hu on the open market. Mr. Hu and his wife, Hui Li, hold approximately 98.6% and 1.4%, respectively, of the total outstanding shares of Sea Synergy. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, Mr. Hu may be deemed to beneficially own all of the ordinary shares of the Issuer held by Sea Synergy. Mr. Hu disclaims beneficial ownership of all of the ordinary shares of the Issuer held by Sea Synergy except to the extent of his pecuniary interest therein. |
54,959,433 of the ordinary shares beneficially owned by Mr. Hu through Sea Synergy are currently pledged under a loan from an individual. The loan was entered into in November 2012 and has a term of two years. Mr. Hu used the loan to purchase stock of the Issuer on the open market.
| (2) | Based on a total of 998,861,526 outstanding ordinary shares of the Issuer as of December 31, 2013. |
| 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 |
| CUSIP No. G2352K 108 | Page 6 of 8 Pages |
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
| 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 |
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: January 15, 2014 | |||
| Yinan Hu | /s/ Yinan Hu | ||
| Yinan Hu | |||
| Sea Synergy Limited | By: | /s/ Yinan Hu | |
| Name: | Yinan Hu | ||
| Title: | Chairman | ||
[Signature Page to Schedule 13G - CNinsure]
LIST OF EXHIBITS
| Exhibit No. | Description |
| 99.1 | Joint Filing Agreement |
Exhibit 99.1
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 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.
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 15, 2014
| Yinan Hu | /s/ Yinan Hu | ||
| Yinan Hu | |||
| Sea Synergy Limited | By: | /s/ Yinan Hu | |
| Name: | Yinan Hu | ||
| Title: | Chairman | ||
[Signature Page to Joint Filing Agreement]