UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

CNINSURE INC.

(Name of Issuer)

ORDINARY SHARES

(Title of Class of Securities)

G2352K 108**

(CUSIP Number)

 

Kingsford Resources Limited

c/o Qiuping Lai

22/F, Yinhai Building

No. 299 Yanjiang Zhong Road

Guangzhou, Guangdong 510110

People’s Republic of China

(86)(20) 6122 2777

 

High Rank Investments Limited

c/o Qiuping Lai

22/F, Yinhai Building

No. 299 Yanjiang Zhong Road

Guangzhou, Guangdong 510110

People’s Republic of China

(86)(20) 6122 2777

 

Better Rise Investments Limited

c/o Chunlin Wang and Peng Ge

22/F, Yinhai Building

No. 299 Yanjiang Zhong Road

Guangzhou, Guangdong 510110

People’s Republic of China

(86)(20) 6122 2777

 

Qiuping Lai

22/F, Yinhai Building

No. 299 Yanjiang Zhong Road

Guangzhou, Guangdong 510110

People’s Republic of China

(86)(20) 6122 2777

 

Peng Ge

22/F, Yinhai Building

No. 299 Yanjiang Zhong Road

Guangzhou, Guangdong 510110

People’s Republic of China

(86)(20) 6122 2777

 

Chunlin Wang

22/F, Yinhai Building

No. 299 Yanjiang Zhong Road

Guangzhou, Guangdong 510110

People’s Republic of China

(86)(20) 6122 2777

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

 

January 4, 2015

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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.

 

** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing 20 ordinary shares. No CUSIP has been assigned to the ordinary shares.

 

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

SCHEDULE 13D

Page 2 of 12

  

1	NAMES OF REPORTING PERSONS   Kingsford Resources Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) ¨   (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   113,515,0601 ordinary shares
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   113,515,0601 ordinary shares
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   113,515,0601 ordinary shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.87%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

1

Includes (i) 3,151,149 ADSs (equivalent of 63,022,980 ordinary shares) and 14,288,520 ordinary shares, assuming the delivery to Kingsford Resources Limited of 3,865,575 ADSs or its equivalent in ordinary shares on January 15, 2015 under a share purchase and sale agreement will be in the form of 3,151,149 ADSs (equivalent of 63,022,980 ordinary shares) and 14,288,520 ordinary shares; and (ii) 616,000 ADSs (equivalent of 12,320,000 ordinary shares) and 23,883,560 ordinary shares currently held by Kingsford Resources Limited.

 

2

Based on 1,150,565,906 ordinary shares outstanding as of December 31, 2014 according to the issuer.

 

  

CUSIP No. G2352K 108

SCHEDULE 13D

Page 3 of 12

  

1	NAMES OF REPORTING PERSONS   High Rank Investments Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) ¨   (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands

NUMBER OF  SHARES  BENEFICIALLY  OWNED BY  EACH  REPORTING  PERSON  WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   113,515,0601 ordinary shares
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   113,515,0601 ordinary shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   113,515,0601 ordinary shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.87%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

1

Includes (i) 3,151,149 ADSs (equivalent of 63,022,980 ordinary shares) and 14,288,520 ordinary shares to be delivered to and held through Kingsford Resources Limited on January 15, 2015 and (ii) 616,000 ADSs (equivalent of 12,320,000 ordinary shares) and 23,883,560 ordinary shares currently held by Kingsford Resources Limited.

 

2

Based on 1,150,565,906 ordinary shares outstanding as of December 31, 2014 according to the issuer.

 

  

CUSIP No. G2352K 108

SCHEDULE 13D

Page 4 of 12

  

1	NAMES OF REPORTING PERSONS   Better Rise Investments Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) ¨   (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   113,515,0601 ordinary shares
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   113,515,0601 ordinary shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   113,515,0601 ordinary shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.87%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

1

Includes (i) 3,151,149 ADSs (equivalent of 63,022,980 ordinary shares) and 14,288,520 ordinary shares to be delivered to and held through Kingsford Resources Limited on January 15, 2015, and (ii) 616,000 ADSs (equivalent of 12,320,000 ordinary shares) and 23,883,560 ordinary shares currently held by Kingsford Resources Limited.

 

2

Based on 1,150,565,906 ordinary shares outstanding as of December 31, 2014 according to the issuer.

  

 

CUSIP No. G2352K 108

SCHEDULE 13D

Page 5 of 12

 

1	NAMES OF REPORTING PERSONS   Qiuping Lai
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) ¨   (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   4,700,000 ordinary shares
	8	SHARED VOTING POWER   113,515,0601 ordinary shares
	9	SOLE DISPOSITIVE POWER   4,700,000 ordinary shares
	10	SHARED DISPOSITIVE POWER   113,515,0601 ordinary shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   118,215,060 ordinary shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.23%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

1

Includes (i) 3,151,149 ADSs (equivalent of 63,022,980 ordinary shares) and 14,288,520 ordinary shares to be delivered to and held through Kingsford Resources Limited on January 15, 2015, and (ii) 616,000 ADSs (equivalent of 12,320,000 ordinary shares) and 23,883,560 ordinary shares currently held by Kingsford Resources Limited.

 

2

Based on 1,150,565,906 ordinary shares outstanding as of December 31, 2014 according to the issuer.

  

 

CUSIP No. G2352K 108

SCHEDULE 13D

Page 6 of 12

  

1	NAMES OF REPORTING PERSONS   Peng Ge
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) ¨   (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   4,650,000 ordinary shares
	8	SHARED VOTING POWER   113,515,0601 ordinary shares
	9	SOLE DISPOSITIVE POWER   4,650,000 ordinary shares
	10	SHARED DISPOSITIVE POWER   113,515,0601 ordinary shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   118,165,060 ordinary shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.23%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

1

Includes (i) 3,151,149 ADSs (equivalent of 63,022,980 ordinary shares) and 14,288,520 ordinary shares to be delivered to and held through Kingsford Resources Limited on January 15, 2015, and (ii) 616,000 ADSs (equivalent of 12,320,000 ordinary shares) and 23,883,560 ordinary shares currently held by Kingsford Resources Limited.

 

2

Based on 1,150,565,906 ordinary shares outstanding as of December 31, 2014 according to the issuer.

 

 

CUSIP No. G2352K 108

SCHEDULE 13D

Page 7 of 12

 

1	NAMES OF REPORTING PERSONS   Chunlin Wang
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) ¨   (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   3,350,000 ordinary shares
	8	SHARED VOTING POWER   113,515,0601 ordinary shares
	9	SOLE DISPOSITIVE POWER   3,350,000 ordinary shares
	10	SHARED DISPOSITIVE POWER   113,515,0601 ordinary shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   116,865,060 ordinary shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.13%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

1

Includes (i) 3,151,149 ADSs (equivalent of 63,022,980 ordinary shares) and 14,288,520 ordinary shares to be delivered to and held through Kingsford Resources Limited on January 15, 2015, and (ii) 616,000 ADSs (equivalent of 12,320,000 ordinary shares) and 23,883,560 ordinary shares currently held by Kingsford Resources Limited.

 

2

Based on 1,150,565,906 ordinary shares outstanding as of December 31, 2014 according to the issuer.

 

 

CUSIP No. G2352K 108

SCHEDULE 13D

Page 8 of 12

 

This Amendment No. 3 on Schedule 13D/A (this “Amendment No. 3”) (i) amends that certain Schedule 13D relating to the ordinary shares, par value $0.001 per share (“Ordinary Shares”), of CNinsure Inc. (the “Issuer”), previously filed with the Securities and Exchange Commission on May 16, 2011 and amended by Amendment No. 1 filed on September 15, 2011 (as amend, the “Original 13D”) and (ii) supersedes that certain Schedule 13G relating to the Ordinary Shares, previously filed with the SEC on January 31, 2008 and amended by Amendment No. 1 filed on January 13, 2009, Amendment No. 2 filed on January 20, 2010, Amendment No. 3 filed on February 11, 2011 and Amendment No. 4 filed on February 13, 2012 (as amended, the “13G”). The Original 13D is amended and the 13G is superseded, in each case, to the extent they relate to the Reporting Persons (as defined below). The Ordinary Shares are represented by American Depositary Shares (“ADSs”, each representing 20 Ordinary Shares). The Issuer’s ADSs are listed on the NASDAQ Global Select Market under the symbol “CISG”.

 

This Amendment No. 3 is being filed jointly by Kingsford Resources Limited (“Kingsford Resources”), High Rank Investments Limited (“High Rank Investments”), Better Rise Investments Limited (“Better Rise Investments”), Qiuping Lai, Peng Ge and Chunlin Wang (each, a “Reporting Person” and together, the “Reporting Persons”) pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Item 2. Identity and Background

 

Item 2 is hereby amended and restated as follows:

 

As described in Item 4 below, Kingsford Resources, which is beneficially owned by Qiuping Lai, Peng Ge and Chunlin Wang, has entered into a share purchase and sale agreement (the “Share Purchase Agreement”) with CDH Inservice Limited (“CDH Inservice”), pursuant to which Kingsford Resources has agreed to purchase from CDH Inservice an aggregate of 91,600,000 Ordinary Shares and 3,151,149 ADSs (representing 154,622,980 Ordinary Shares) (the “Securities”) at a price of US$7 per ADS for an aggregate consideration of US$54,118,043 (the “Total Purchase Price”). The information set forth in Items 4 and 6 below is hereby incorporated by reference into this Item 2.

 

Each Reporting Person hereby disclaims beneficial ownership of any Ordinary Shares of the Issuer beneficially owned by any other Reporting Person except to the extent it or he has a pecuniary interest therein, and hereby disclaims membership in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with any other Reporting Person.

 

This Schedule 13D supersedes the Schedule 13D filed by Kingsford Resources, High Rank Investments, Yinan Hu and Qiuping Lai with the SEC on May 16, 2011, as amended by Amendment No. 1 thereto filed with the SEC on September 15, 2011, and Amendment No. 4 to the 13G filed on February 13, 2012.

 

The agreement between the Reporting Persons relating to the joint filing of this statement is attached hereto as Exhibit 99.1. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

 

Kingsford Resources is a holding company without any substantive operations. Approximately 69.4% of the total outstanding shares of Kingsford Resources are held by High Rank Investments, which is owned 100% by Qiuping Lai, president of the Issuer. Approximately 30.6% of the total outstanding shares of Kingsford Resources are held by Better Rise Investments, which is owned approximately 67.1% by Peng Ge, chief financial officer of the Issuer, and is owned approximately 32.9% by Chunlin Wang, chief executive officer of the Issuer. The principal business address for Kingsford Resources is Beaufort House, P.O. Box 438, Road Town, Tortola, British Virgin Islands.

 

High Rank Investments is a holding company without any substantive operations. High Rank Investments is owned 100% by Qiuping Lai. The principal business address for High Rank Investments is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

 

Better Rise Investments is a holding company without any substantive operations. Better Rise Investments is owned approximately 67.1% by Peng Ge and is owned approximately 32.9% by Chunlin Wang. The principal business address for Better Rise Investments is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

 

Qiuping Lai is a citizen of the People’s Republic of China and is president and a director of the Issuer. Mr. Lai’s business address is located at the principal office address of the Issuer.

 

 

CUSIP No. G2352K 108

SCHEDULE 13D

Page 9 of 12

 

Peng Ge is a citizen of the People’s Republic of China and is chief financial officer of the Issuer. Mr. Ge’s business address is located at the principal office address of the Issuer.

 

Chunlin Wang is a citizen of the People’s Republic of China and is chief executive officer of the Issuer. Mr. Wang’s business address is located at the principal office address of the Issuer.

 

Information relating to the ownership and control persons of each of Kingsford Resources, High Rank Investments and Better Rise Investments is included in the footnotes to the beneficial ownership table in Item 5 below and in Exhibit 99.2 to this Schedule 13D. Qiuping Lai is a director of Kingsford Resources and the sole shareholder of High Rank Investments. Peng Ge is a director of Kingsford Resources and the sole director of Better Rise Investments, and one of the two shareholders of Better Rise Investment. Chunlin Wang is one of the two shareholders of Better Rise Investment. The name, business address, present principal employment and citizenship of the other directors and executive officers of Kingsford Resources, High Rank Investments and Better Rise Investments are set forth in Exhibit 99.2 to this Schedule 13D.

 

During the last five years, none of Qiuping Lai, Peng Ge, Chunlin Wang, Kingsford Resources, High Rank Investments, Better Rise Investments or, to the knowledge of Kingsford Resources, High Rank Investments or Better Rise Investments, (a) any executive officer or director of each of them; (b) any person controlling each of them; and (c) any executive officer or director of any corporation or other person ultimately in control of each of them, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended and restated as follows:

 

The Reporting Persons have agreed to pay the Total Purchase Price of US$54,118,043 for the Securities in four instalments within two years. The Reporting Persons anticipate that the Total Purchase Price will be paid by loans or out of personal funds of the Reporting Persons.

 

The information set forth in or incorporated by reference in Items 4 and 5 of this statement is incorporated by reference in its entirety into this Item 3.

 

Item 4. Purpose of Transaction

 

Item 4 is hereby amended and restated as follows:

 

On January 4, 2015, Kingsford Resources entered into the Share Purchase Agreement with CDH Inservice. A copy of the Share Purchase Agreement is filed hereto as Exhibit 99.3 and is incorporated herein by reference. Pursuant to the Share Purchase Agreement, Kingsford Resources has agreed to purchase the Securities from CDH Inservice for the Total Purchase Price.

 

CDH Inservice has agreed to deliver to Kingsford Resources 3,865,575 ADSs or its equivalent in Ordinary Shares, approximately 50% of the Securities, on or prior to January 15, 2015 (the “First Delivery”), and Kingsford Resources has agreed to pay consideration for such Securities in two instalments, with second instalment payment to be made no later than December 20, 2015 (“Transaction Part One”). CDH Inservice has agreed to deliver to Kingsford Resources the remaining 3,865,574 ADSs or its equivalent in Ordinary Shares on or prior to January 15, 2016 (the “Second Delivery”), and Kingsford Resources has agreed to pay consideration for such Securities in two instalments, with second instalment payment to be made no later than December 20, 2016 (“Transaction Part Two”). Between the First Delivery and the Second Delivery, Kingsford Resources has the option to request CDH Inservice to deliver additional Securities and has agreed to pay for such Securities based on the payment schedule for Transaction Part One, which shall reduce the corresponding amount of Securities that CDH Inservice has agreed to deliver for Transaction Part Two.

 

If Kingsford Resources fails to make payment in accordance with the payment schedule therein, CDH Inservice is entitled to receive payment default interest or to require Kingsford Resources to return to CDH Inservice the amount of Securities which payment is in default. Between January 15, 2016 and February 15, 2016, CDH Inservice can choose to cancel Transaction Part Two during a payment default.

 

Following the sale described in the immediately preceding paragraph, the Reporting Persons will own 190,826,540 Ordinary Shares or its equivalent in ADSs in the Issuer.

 

The foregoing summary is qualified in its entirety by the terms of the Share Purchase Agreement filed herewith.

 

 

CUSIP No. G2352K 108

SCHEDULE 13D

Page 10 of 12

 

Item 5. Interest in Securities of the Company

 

Item 5 is hereby amended and restated as follows:

 

(a), (b) The following table sets forth the beneficial ownership of Ordinary Shares of the Issuer for each of the Reporting Persons.

 

Name		Amount Beneficially Owned(1)				Percentage of Class(2)				Sole Voting Power				Shared Voting Power				Sole Dispositive Power				Shared Dispositive Power
Kingsford Resources Limited(3)			113,515,060				9.87	%			113,515,060				0				113,515,0604				0
High Rank Investments Limited(4)			113,515,060				9.87	%			0				113,515,060				0				113,515,060
Better Rise Investments limited(5)			113,515,060				9.87	%			0				113,515,060				0				113,515,060
Qiuping Lai(6)			118,215,060				10.23	%			4,700,000				113,515,060				4,700,000				113,515,060
Peng Ge(7)			118,165,060				10.23	%			4,650,000				113,515,060				4,650,000				113,515,060
Chunlin Wang(8)			116,865,060				10.13	%			3,350,000				113,515,060				3,350,000				113,515,060

 

 

(1)

Beneficial ownership is determined in accordance with Rule 13d-3 of the General Rules and Regulations under the Exchange Act and includes voting or investment power with respect to the securities.

 

(2)

Percentage of beneficial ownership of each listed person is based on 1,150,565,906 Ordinary Shares outstanding as of December 31, 2014as well as the Ordinary Shares underlying share options exercisable by such person within 60 days of the date of this Schedule 13D.

 

(3)

Includes (i) 3,151,149 ADSs (equivalent of 63,022,980 Ordinary Shares) and 14,288,520 Ordinary Shares, assuming the delivery to Kingsford Resources of 3,865,575 ADSs or its equivalent in Ordinary Shares on January 15, 2015 under the Share Purchase Agreement will be in the form of 3,151,149 ADSs (equivalent of 63,022,980 Ordinary Shares) and 14,288,520 Ordinary Shares; and (ii) 616,000 ADSs (equivalent of 12,320,000 Ordinary Shares) and 23,883,560 Ordinary Shares currently held by Kingsford Resources.

 

(4)

High Rank Investments owns approximately 69.4% of the total outstanding shares of Kingsford Resources. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, High Rank Investments may be deemed to beneficially own all of the Ordinary Shares of the Issuer held by Kingsford Resources.

 

(5)

Better Rise Investments owns approximately 30.6% of the total outstanding shares of Kingsford Resources. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, High Rank Investments may be deemed to beneficially own all of the Ordinary Shares of the Issuer held by Kingsford Resources.

 

(6)

Includes (i)(x) 3,151,149 ADSs (equivalent of 63,022,980 Ordinary Shares) and 14,288,520 Ordinary Shares to be delivered to and held through Kingsford Resources on January 15, 2015, and (y) 616,000 ADSs (equivalent of 12,320,000 Ordinary Shares) and 23,883,560 Ordinary Shares currently held through Kingsford Resources, and (ii) 4,700,000 Ordinary Shares issuable upon exercise of options within 60 days of January 14, 2015 held directly by Mr. Lai. Mr. Lai holds approximately 100% of the total outstanding shares of High Rank Investments, which holds approximately 69.4% of the total outstanding shares of Kingsford Resources.

 

 

CUSIP No. G2352K 108

SCHEDULE 13D

Page 11 of 12

 

(7)

Includes (i)(x) 3,151,149 ADSs (equivalent of 63,022,980 Ordinary Shares) and 14,288,520 Ordinary Shares to be delivered to and held through Kingsford Resources on January 15, 2015, and (y) 616,000 ADSs (equivalent of 12,320,000 Ordinary Shares) and 23,883,560 Ordinary Shares currently held through Kingsford Resources,and (ii) 4,650,000 Ordinary Shares issuable upon exercise of options within 60 days of January 14, 2015 held directly by Mr. Ge. Mr. Ge holds approximately 67.1% of the total outstanding shares of Better Rise Investments, which holds approximately 30.6% of the total outstanding shares of Kingsford Resources.

 

(8)

Includes (i)(x) 3,151,149 ADSs (equivalent of 63,022,980 Ordinary Shares) and 14,288,520 Ordinary Shares to be delivered to and held through Kingsford Resources on January 15, 2015, and (y) 616,000 ADSs (equivalent of 12,320,000 Ordinary Shares) and 23,883,560 Ordinary Shares currently held through Kingsford Resources;and (ii) 3,350,000 Ordinary shares issuable upon exercise of options within 60 days of January 14, 2015 held directly by Mr. Wang. Mr. Wang holds approximately 32.9% of the total outstanding shares of Better Rise Investments, which holds approximately 30.6% of the total outstanding shares of Kingsford Resources.

 

As noted in Item 1, except as expressly otherwise set forth in this statement, the Reporting Persons disclaim beneficial ownership of any Ordinary Shares beneficially owned by any other Reporting Person or any other person except to the extent they have pecuniary interests therein.

 

To the knowledge of the Reporting Persons, and except insofar as Qiuping Lai, Peng Ge or Chunlin Wang may be deemed to beneficially own the Ordinary Shares (i) held by Kingsford Resources, High Rank Investments or Better Rise Investments or (ii) issuable upon exercise of options held directly by each of them within 60 days of January 14, 2015, none of the directors and officers of Kingsford Resources, High Rank Investments or Better Rise Investments beneficially owns any Ordinary Shares or ADSs.

 

(c) During the 60 days preceding the filing of this Schedule 13D, none of the Reporting Persons and, to their knowledge, none of the directors and officers of Kingsford Resources, High Rank Investments or Better Rise Investments has effected any transactions in the Ordinary Shares.

 

(d) To the best knowledge of the Reporting Persons, except for the agreements described in this Schedule 13D, no one other than the Reporting Persons, or the holders of interests in the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares or ADSs.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings, or Relationships with respect to Securities of the Company

 

Item 6 is hereby amended and restated as follows:

 

The information set forth in Item 4 above is hereby incorporated by reference into this Item 6.

 

Item 7. Material to Be Filed as Exhibits

 

Item 7 is amended and restated by the following exhibits:

 

Exhibit 99.1: Joint Filing Agreement dated January 14, 2015, by and among the Reporting Persons

 

Exhibit 99.2: List of directors and executive officers of (i) Kingsford Resources, persons controlling Kingsford Resources and executive officers and directors of other persons in control of Kingsford Resources, (ii) High Rank Investments, persons controlling High Rank Investments and executive officers and directors of other persons in control of High Rank Investments and (iii) Better Rise Investments, persons controlling Better Rise Investments and executive officers and directors of other persons in control of Better Rise Investments

 

Exhibit 99.3: Share Purchase and Sale Agreement dated January 4, 2015, between Kingsford Resources Limited and CDH Inservice Limited.

 

 

CUSIP No. G2352K 108

SCHEDULE 13D

Page 12 of 12

 

Signatures

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date: January 14, 2015

 

	KINGSFORD RESOURCES LIMITED
	By:	/s/ Qiuping Lai
		Name:	Qiuping Lai
		Title:	Director

 

	HIGH RANK INVESTMENTS LIMITED
	By:	/s/ Qiuping Lai
		Name:	Qiuping Lai
		Title:	Director

 

	BETTER RISE INVESTMENTS LIMITED
	By:	/s/ Peng Ge
		Name:	Peng Ge
		Title:	Director

 

	QIUPING LAI
		/s/ Qiuping Lai

 

	PENG GE
		/s/ Peng Ge

 

	CHUNLIN WANG
		/s/ Chunlin Wang

 

 

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, each of the undersigned parties hereby agrees to file jointly the statement on Schedule 13D (including any amendments thereto) with respect to the Ordinary Shares, par value $0.001 per share, of CNinsure Inc.

 

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning another party unless such party knows or has reason to believe such information is inaccurate. It is understood and agreed that a copy of this agreement shall be attached as an exhibit to the statement on Schedule 13D, and any amendments thereto, filed on behalf of the parties hereto.

 

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 January 14, 2015.

 

	KINGSFORD RESOURCES LIMITED
	By:	/s/ Qiuping Lai
		Name:	Qiuping Lai
		Title:	Director

 

	HIGH RANK INVESTMENTS LIMITED
	By:	/s/ Qiuping Lai
		Name:	Qiuping Lai
		Title:	Director

 

	BETTER RISE INVESTMENTS LIMITED
	By:	/s/ Peng Ge
		Name:	Peng Ge
		Title:	Director

 

	QIUPING LAI
		/s/ Qiuping Lai
	PENG GE
		/s/ Peng Ge
	CHUNLIN WANG
		/s/ Chunlin Wang

 

 

 

EXHIBIT 99.2

 

DIRECTORS AND EXECUTIVE OFFICERS OF KINGSFORD RESOURCES LIMITED

PERSONS CONTROLLING KINGSFORD RESOURCES LIMITED

DIRECTORS AND EXECUTIVE OFFICERS OF HIGH RANK INVESTMENTS LIMITED

PERSONS CONTROLLING HIGH RANK INVESTMENTS LIMITED

DIRECTORS AND EXECUTIVE OFFICERS OF BETTER RISE INVESTMENTS LIMITED

PERSONS CONTROLLING BETTER RISE INVESTMENTS LIMITED

 

The name, business address, present principal employment and citizenship of each director of Kingsford Resources Limited are set forth below.

 

Name		Business Address		Present Principal Employment		Citizenship
Quiping Lai		22/F, Yinhai Building No. 299 Yanjiang Zhong Road Guangzhou, Guangdong 510110 People’s Republic of China		President and Director of CNinsure Inc.		China
Peng Ge		22/F, Yinhai Building No. 299 Yanjiang Zhong Road Guangzhou, Guangdong 510110 People’s Republic of China		Chief Financial Officer of CNinsure Inc.		China
Chunlin Wang		22/F, Yinhai Building No. 299 Yanjiang Zhong Road Guangzhou, Guangdong 510110 People’s Republic of China		Chief Executive Officer of CNinsure Inc.		China

 

Kingsford Resources Limited is beneficially held approximately 69.4% by High Rank Investments Limited, a company incorporated in the British Virgin Islands, and approximately 30.6% by Better Rise Investments Limited, a company incorporated in the British Virgin Islands.

 

High Rank Investments Limited is beneficially held 100% by Qiuping Lai. Qiuping Lai is the sole director of High Rank Investments Limited. (See above for the information on Qiuping Lai.)

 

Better Rise Investments Limited is beneficially held approximately 67.1% by Peng Ge and approximately 32.9% by Chunlin Wang. Peng Ge is the sole directors of Better Rise Investments Limited. (See above for the information on Peng Ge and Chunlin Wang.)

 

 

 

Exhibit 99.3
Execution Version

 

SHARE PURCHASE AND SALE AGREEMENT

 

This Purchase and Sale Agreement (this “Agreement”), dated as of January 4, 2015 (the “Signing Date”), is between Kingsford Resources Limited, a company organized under the laws of British Virgin Islands (the “Purchaser”), and CDH Inservice Limited, a company organized under the laws of the British Virgin Islands (the “Seller”).

 

WHEREAS, on the terms and conditions set forth in this Agreement, the Seller desires to sell, and the Purchaser desires to purchase, (i) 91,600,000 ordinary shares of CNinsure Inc., a Cayman Islands exempted company (the “Company”), par value US$0.001 per share (the “Ordinary Shares”), and (ii) 3,151,149 American Depositary Shares (each representing 20 ordinary shares of the Company) (the “ADSs” and, together with the Ordinary Shares, the “Securities”).

 

NOW THEREFORE, the parties hereby agree as follows:

 

Section I

PURCHASE AND SALE OF SECURITIES

 

1.01        Sale of Securities.         Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, the Seller agrees to sell, assign, transfer and deliver to the Purchaser the Securities, and the Purchaser agrees to purchase the Securities.

 

1.02        Total Purchase Price.

 

(a)          In full consideration of the sale of the Ordinary Shares by the Seller, the Purchaser shall pay to the Seller US$32,060,000 (the “Ordinary Share Purchase Price”) on the basis of US$0.35 per ordinary share (the “Per Ordinary Share Price”).

 

(b)          In full consideration of the sale of the ADSs by the Sellers, the Purchaser shall pay to the Seller US$22,058,043 (the “ADS Purchase Price” and, together with the Ordinary Purchase Price, the “Total Purchase Price”) on the basis of US$7 per American Depositary Share (the “Per ADS Price”).

 

1.03        Delivery of Securities and Payment of Total Purchase Price.

 

(a)          The Seller shall, by executing and delivering share transfer forms evidencing the transfer, deliver to the Purchaser 3,865,575 ADSs or its equivalent in Ordinary Shares on or prior to January 15, 2015, and the Purchaser shall pay 15% of the Total Purchase Price on or prior to July 15, 2015, and 35% of the Total Purchase Price on or prior to December 20, 2015 (“Transaction Part One”).  The Seller shall, by executing and delivering share transfer forms evidencing the transfer, deliver to the Purchaser 3,865,574 ADSs or its equivalent in Ordinary Shares on or prior to January 15, 2016, and the Purchaser shall pay to the Seller 25% of the Total Purchase Price on or prior to June 30, 2016, and the remaining 25% of the Total Purchase Price on or prior to December 20, 2016 (“Transaction Part Two”).

 

 

(b)          At any time between January 15, 2015 and January 15, 2016, the Purchaser shall have the option to notify in writing (the “Purchaser Notice”) to the Seller to increase the number of Securities to be delivered to the Purchaser.  The Purchaser Notice shall specify (i) the amount of the additional Securities (“Additional Securities”) the Seller should deliver; (ii) Purchaser’s payment schedule for the Additional Securities, which shall follow the payment schedule for Transaction Part One; and (iii) the remaining Securities to be delivered in Transaction Part Two and the amount of payment therefor, which shall be calculated in accordance with the principle that the number of ADSs or Ordinary Shares that Seller sells to the Purchaser in Transaction Part Two and the payment therefor shall be reduced by the corresponding number of ADSs and Ordinary Shares that constitute Additional Securities and the payment therefor. The Seller shall confirm and agree to the amounts and schedules specified in such Purchaser Notice within three Business Days and deliver the Additional Securities as requested within five Business Days upon confirming the Purchaser Notice. As herein used the term “Business Day” means any day that is not a Saturday, Sunday, legal holiday or other day on which commercial banks are required or authorized by law to be closed in Hong Kong, the PRC or New York. For the avoidance of doubt, the Purchaser cannot exercise the option for the delivery of Additional Securities during a Purchaser Payment Default (as defined below).

 

(c)          Prior to the payment of the Total Purchase Price in full, if the Purchaser receives any dividends or other kind of distribution on or from the Securities or any proceeds from disposing any Securities (“Distribution or Proceeds”), the Purchaser shall pay such Distribution or Proceeds received by it to the Seller within five Business Days; if the Distribution or Proceeds received by the Purchaser exceed the portion of the Total Purchase Price of the Securities that have been delivered by the Seller as of such payment date, the Purchaser shall notify the Seller and the Seller shall deliver the additional Securities to the Purchaser within five Business Days upon receiving notice, with payment to be made by the Purchaser within five Business Days after the delivery of such additional Securities. As herein used the term “dispose” or "disposing" means and includes, without limitation, any sale, assignment, gift, pledge or other disposition.

 

(d)          The Seller shall use its best effort to cause the register of members of the Company (or the register of ADS holders with the ADS depositary) be updated to reflect the Securities being delivered to the Purchaser so that the Purchaser shall have the rights of a shareholder of the Company (or an ADS holder, as the case may be) and have full title and rights to any Securities that have been delivered, including but not limited to, the rights to dividends and distributions, voting rights, rights of disposal and entitlements to any and all economic benefits.

 

(e)          On the Business Day immediately before the Signing Date and each of the dates when Seller delivers Securities pursuant to Sections 1.03(a) and (b), the Purchaser shall (i) deliver a true copy of its register of members showing the names and addresses of its members and (ii) represent herein that (x) the names therein shall be the true members of its shareholders, (y) the beneficial owners of the Purchaser are as shown in the Annex A attached hereto and (z) there has been no Change of Control of the Purchaser. From the Signing Date to the date when Total Purchase Price is paid in full, there shall not be any Change of Control of the Purchaser, and the Purchaser shall notify the Seller in writing within five Business Days of any Change of Control event of the Purchaser. For purposes of this section, "Change of Control" means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent (50%) of the voting capital stock or ultimate beneficial ownership of a party in one or more related transactions.

 

 

(f)          The Seller agrees that it shall not, without the prior written consent of the Purchaser, offer, pledge, sell, contract to sell or otherwise dispose of or transfer, directly or indirectly, any of the Securities other than to the Purchaser, subject to Section 1.04.

 

1.04        Purchaser Payment Default.

 

(a)          In the event the Purchaser fails to make payment in accordance with the payment schedule set forth in Section 1.03 (“Purchaser Payment Default”) and such Purchaser Payment Default has been continuing for less than three months, the Seller shall be entitled to receive interests on the amount of Purchaser Payment Default at an annual rate of interest of 10% payable on a quarterly basis (“Default Interest”) starting from the date of the Purchaser Payment Default and ending on the date when the amount under the Purchaser Payment Default and the interests thereon calculated pursuant to this subsection is fully paid.

 

(b)          In the event the Purchaser Payment Default has occurred and is continuing for more than three months, the Seller shall have the option (the “Return Option”), in its discretion and after giving five Business Days prior written notice to the Purchaser, (A) to rescind the purchase and sale of any portion of the Securities for which the Purchase Payment Default is continuing, which shall be equal to the outcome of (i) the portion of the Total Purchase Price that has become due but have not been paid as of the date of such notice, (ii) divided by the Per Ordinary Share Price or Per ADS Price, as applicable, and have such Securities returned to it by the Purchaser (the “Returned Securities”) and (B) to receive any Default Interest starting from the date of the Purchaser Payment Default and ending on the date when the Seller receives Returned Securities. The Purchaser shall also return to the Seller any Distribution or Proceeds on or from the Returned Securities received by the Purchaser. As soon as practicable after the receipt of such written notice but not later than five Business Days, the Purchaser shall use its best efforts to deliver to the Seller executed share transfer forms evidencing the transfer back to the Seller of the amount of Securities for which the sale has been rescinded and voided in accordance with this Section within five Business Days. The Purchaser shall also use its best effort to cause the register of members of the Company (or the register of ADS holders with the ADS depositary) be updated to reflect the Securities being returned to the Seller pursuant to this Section. The Seller shall have twenty-five (25) Business days following the end of the three-month period in which the Purchaser Payment Default is continuing to exercise the Return Option.

 

(c)          If any Purchaser Payment Default has occurred and is continuing, the Seller shall have the option (the “Termination Option”) to either (i) cancel Transaction Part Two or (ii) deliver any portion of the remaining Securities and continue Transaction Part Two in 2016, provided that the Seller shall exercise the Termination Option between January 15, 2016 and February 15, 2016.

 

(d)          In the event of a Change of Control of the Purchaser, the Seller shall have the right (“Change of Control Option”), in its discretion and after giving five Business Days prior written notice to the Purchaser, to terminate this Agreement and dispose the Returned Securities and the Securities that have not been delivered to the Purchaser. The Seller shall have twenty-five (25) Business days after being notified of a Change of Control event pursuant to Section 1.03(e) to exercise the Change of Control Option.

 

 

Section II

REPRESENTATIONS AND WARRANTIES OF THE SELLER

 

2.01        In order to induce the Purchaser to purchase the Securities, the Seller represents and warrants to the Purchaser as follows on each of the Signing Date and delivery dates:

 

(a)          Existence. The Seller is duly organized and validly existing under the laws of the jurisdiction of its formation, and has full power and authority to sell the Securities and to enter into and perform its obligations under this Agreement.

 

(b)          Authorization. The execution and delivery of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated by this Agreement have been duly authorized by all necessary partnership or limited liability company (as applicable) action on the part of the Seller. No consent, approval, license from, or exemption of, and no registration, qualification, designation, declaration or filing with, any court or governmental department, commission, board, bureau, agency or instrumentality, or any other party, which has not been obtained as of the date hereof, is or will be necessary for the valid execution and delivery by the Seller of this Agreement, or the consummation by the Seller of the transactions contemplated by this Agreement.

 

(c)          No Conflict with Other Instruments. Neither the execution and delivery by the Seller of this Agreement, the consummation by the Seller of the transactions contemplated by this Agreement, nor the compliance by the Seller with the terms and conditions of this Agreement, will (i) violate any provision of the Seller’s organizational documents, as amended to date; (ii) violate or conflict with or result in a breach of any law, regulation, order, writ, injunction or decree of any court, arbitrator or governmental instrumentality to which the Seller is bound; or (iii) violate or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or entitle any party to terminate any or all of the provisions of, or cause the acceleration of or entitle any party to accelerate the performance required by, or cause the acceleration of or entitle any party to accelerate the maturity of any debt or obligation pursuant to, any contract, agreement, arrangement, commitment or restriction of any kind to which the Seller is a party or by which the Seller is bound.

 

(d)          Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by the Seller; and this Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability of this Agreement may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforceability of creditors’ rights generally, or by general principles of equity.

 

(e)          Title to Securities. The Seller owns, and has valid title to, the Securities being sold by the Seller to the Purchaser free and clear of all rights, liens, charges, encumbrances, guarantees, pledges, options, or other restrictions of any kind (“Liens”), other than restrictions imposed under applicable securities laws and restrictions created by the Purchaser. Upon the Seller’s delivery of executed share transfer forms to the Purchaser as set forth in Section 1.03, the Purchaser will acquire valid title to such Securities free and clear of all Liens, other than restrictions imposed under applicable securities laws and restrictions created by the Purchaser.

 

 

(f)          Litigation. There is no (i) action, suit, claim, proceeding or investigation pending or, to the Seller’s knowledge, threatened against or affecting, the Seller, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Seller, or (iii) governmental inquiry pending, or to the Seller’s knowledge threatened, against or affecting the Seller, any of which, if adversely determined, would invalidate or prevent the performance by the Seller of the transactions contemplated by this Agreement.

 

2.02        No Other Representations or Warranties. Except for the representations and warranties contained in Section 2.01, the Seller makes no express or implied representation or warranty to the Purchaser.

 

Section III

REPRESENTATIONS, WARRANTIES OF THE PURCHASER

 

3.01        In order to induce the Seller to sell the Securities, the Purchaser represents and warrants to the Seller as follows on each of the Signing Date and payment dates:

 

(a)          Existence. The Purchaser is a corporation duly organized and validly existing under the laws of the jurisdiction of its formation, and has full power and authority to acquire the Securities and to enter into and perform its obligations under this Agreement.

 

(b)          Authorization. The execution and delivery of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser. No consent, approval, license from, or exemption of, and no registration, qualification, designation, declaration or filing with, any court or governmental department, commission, board, bureau, agency or instrumentality, or any other party, which has not been obtained as of the date hereof, is or will be necessary for the valid execution and delivery by the Purchaser of this Agreement, or the consummation by the Purchaser of the transactions contemplated by this Agreement.

 

(c)          No Conflict with Other Instruments. Neither the execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser of the transactions contemplated by this Agreement, nor the compliance by the Purchaser with the terms and conditions by this Agreement, will (i) violate any provision of the Purchaser’s articles of association or by-laws, in each case as amended to date; (ii) violate or conflict with or result in a breach of any law, regulation, order, writ, injunction or decree of any court, arbitrator or governmental instrumentality to which the Purchaser is bound; or (iii) violate or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or entitle any party to terminate any or all of the provisions of, or cause the acceleration of or entitle any party to accelerate the performance required by, or cause the acceleration of or entitle any party to accelerate the maturity of any debt or obligation pursuant to, any contract, agreement, arrangement, commitment or restriction of any kind to which the Purchaser is a party or by which the Purchaser is bound.

 

 

(d)          Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by the Purchaser, and this Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforceability of creditors’ rights generally, or by general principles of equity.

 

(e)          Litigation. There is no (i) action, suit, claim, proceeding or investigation pending or, to the Purchaser’s knowledge, threatened against or affecting, the Purchaser, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Purchaser, or (iii) governmental inquiry pending, or to the Purchaser’s knowledge threatened, against or affecting the Purchaser, any of which, if adversely determined, would invalidate or prevent the performance by the Purchaser of the transactions contemplated by this Agreement.

 

(f)          Securities Law. The Purchaser is either (i) not a U.S. Person (as defined in Rule 902 of Regulation S under the Securities Act, as amended (the “Securities Act”)) and is purchasing the Securities in an offshore transaction (as defined in Rule 402 of Regulation S) or (ii) an “accredited investor” within the meaning in Rule 501 of Regulation D under the Securities Act. The Purchaser has the knowledge, sophistication and experience necessary to make an investment decision like that involved in the transactions contemplated hereunder and can bear the economic risk of its investment in the Securities.

 

3.02        No Other Representations or Warranties. Except for the representations and warranties contained in Section 3.01, the Purchaser makes no express or implied representation or warranty to the Seller.

 

Section IV

MISCELLANEOUS

 

4.01        Survival. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the closing of the transaction contemplated hereby for a period of 36 months after January 15, 2015. All covenants and other agreements of the parties contained herein shall survive the execution and delivery of this Agreement and the closing of the transaction contemplated hereby until fully performed or fulfilled.

 

4.02        Entire Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements between them, whether written or oral, with respect to its subject matter.

 

4.03        Amendments. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Purchaser or the Seller from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Purchaser and the Seller, and (ii) only in the specific instance and for the specific purpose for which made or given. Neither the Purchaser nor the Seller shall assign any of its rights or obligations under this Agreement without the written consent of the other parties hereto.

 

 

4.04        Fees and Expenses. Each of the parties hereto shall pay its own fees and expenses incurred in connection with this Agreement or otherwise.

 

4.05        Public Announcements. None of the Parties to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the Company.

 

4.06        Governing Law. This Agreement and the rights and obligations of the parties under it shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to the rules and principles of conflicts of laws thereof.

 

4.07        Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, performance breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of any party to the dispute with notice (the “Arbitration Notice”) to the other parties.

 

(a)          The Dispute shall be settled in Hong Kong in a proceeding conducted in English by one (1) arbitrator from the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules.

 

(b)          Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents reasonably requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party.

 

(c)          The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

 

(d)          During the course of the arbitral tribunal's adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

 

4.08        Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of actual delivery if delivered personally to the party or parties to whom notice is to be given, on the date sent if sent by telecopier, tested telex or prepaid telegram, on the next Business Day following delivery if sent by courier or on the day of attempted delivery by postal service if mailed by registered or certified mail, return receipt requested, postage paid, and properly addressed as follows:

 

If to the Purchaser, at:	Kingsford Resources Limited
	22/F, Yinhai Building
	No. 299 Yanjiang Zhong Road
	Guangzhou, Guangdong 510110
	People’s Republic of China
	Attn:  Ge Peng

 

 

If to the Seller, at:	CDH Inservice Limited
	1503 International Commerce Center
	1 Austin Road West
	Kowloon, Hong Kong
	Attn: Shang Xiaojun

 

Any party may change its address for purposes of this Section 4.08 by giving the other parties hereto written notice of the new address in the manner set forth above.

 

4.09        Counterparts; Facsimile Execution. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted by email or facsimile is to be treated as an original document.

 

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 

	CDH Inservice Limited
	By:	/s/ Shang Xiaojun
	Name:	Shang Xiaojun
	Title:

 

	Kingsford Resources Limited
	By:	/s/ Ge Peng
	Name:	Ge Peng
	Title: