UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 persons 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 |
Page | 2 |
of | 9 |
1 | NAMES OF REPORTING PERSONS Yinan Hu |
||||
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 | ||||
Peoples Republic of China | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 236,121,3931 ordinary shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
236,121,3931 ordinary shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
236,121,393 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) | ||||
25.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
2
CUSIP No. |
G2352K 108 |
Page | 3 |
of | 9 |
1 | NAMES OF REPORTING PERSONS Kingsford Resources 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 | 236,121,3932 ordinary shares. High Rank Investments Limited may also be deemed to have sole voting power with respect to the above shares. (See Item 4) | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 236,121,3932 ordinary shares. High Rank Investments Limited may also be deemed to have sole dispositive power with respect to the above shares. (See Item 4) | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
236,121,393 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) | ||||
25.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
3
CUSIP No. |
G2352K 108 |
Page | 4 |
of | 9 |
1 | NAMES OF REPORTING PERSONS High Rank Investments 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 | 236,121,3933 ordinary shares. Kingsford Resources Limited may also be deemed to have sole voting power with respect to the above shares. (See Item 4) | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 236,121,3933 ordinary shares. Kingsford Resources Limited may also be deemed to have sole dispositive power with respect to the above shares. (See Item 4) | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
236,121,393 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) | ||||
25.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
4
CUSIP No. |
G2352K 108 |
Page | 5 |
of | 9 |
1 | NAMES OF REPORTING PERSONS Qiuping Lai |
||||
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 | ||||
Peoples Republic of China | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 236,121,3934 ordinary shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
236,121,3934 ordinary shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
236,121,393 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) | ||||
25.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
5
CUSIP No. |
G2352K 108 |
Page | 6 |
of | 9 |
Item 1(a).
|
Name of Issuer: | |
CNinsure Inc. | ||
Item 1(b).
|
Address of Issuers Principal Executive Offices: | |
21/F, Yinhai Building No. 299 Yanjiang Zhong Road Guangzhou, Guangdong 510110 Peoples Republic of China |
||
Item 2(a).
|
Name of Person Filing: | |
Yinan Hu Kingsford Resources Limited High Rank Investments Limited Qiuping Lai |
||
Item 2(b).
|
Address of Principal Business Office or, if None, Residence: | |
Yinan Hu Kingsford Resources Limited High Rank Investments Limited c/o Yinan Hu CNinsure Inc. 21/F, Yinhai Building No. 299 Yanjiang Zhong Road Guangzhou, Guangdong 510110 Peoples Republic of China |
||
Qiuping Lai CNinsure Inc. 21/F, Yinhai Building No. 299 Yanjiang Zhong Road Guangzhou, Guangdong 510110 Peoples Republic of China |
||
Item 2(c)
|
Citizenship: | |
Yinan Hu Peoples Republic of China Kingsford Resources Limited British Virgin Islands High Rank Investments Limited British Virgin Islands Qiuping Lai Peoples Republic of China |
CUSIP No. |
G2352K 108 |
Page | 7 |
of | 9 |
Item 2(d).
|
Title of Class of Securities: | |
Ordinary Shares | ||
Item 2(e).
|
CUSIP Number: | |
G2352K 108 | ||
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, 2009: |
Sole power | Shared power | Sole power to | Shared power to | |||||||||||||||||||||
Amount | to vote or | to vote or | dispose or to | dispose or to | ||||||||||||||||||||
beneficially | Percent | direct the | to direct the | direct the | direct the | |||||||||||||||||||
Reporting Person | owned: | of class: | vote: | vote: | disposition of: | disposition of: | ||||||||||||||||||
Yinan Hu (1) |
236,121,393 | 25.9 | % | 0 | 236,121,393 | 0 | 236,121,393 | |||||||||||||||||
Kingsford Resources
Limited |
236,121,393 | 25.9 | % | 236,121,393 | 0 | 236,121,393 | 0 | |||||||||||||||||
High Rank Investments
Limited (2) |
236,121,393 | 25.9 | % | 236,121,393 | 0 | 236,121,393 | 0 | |||||||||||||||||
Qiuping Lai (3) |
236,121,393 | 25.9 | % | 0 | 236,121,393 | 0 | 236,121,393 |
(1) | The 236,121,393 ordinary shares of the issuer beneficially owned by Yinan Hu consist of 236,121,393 ordinary shares, including 20,000,000 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer, directly held by Kingsford Resources Limited (Kingsford). Approximately 93.3% of the total outstanding shares of Kingsford are held by High Rank Investments Limited (High Rank). Mr. Hu holds approximately 87.6% of the total outstanding shares of High Rank. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules promulgated thereunder, Mr. Hu may be deemed to beneficially own all of the ordinary shares of the issuer held by Kingsford. Mr. Hu disclaims beneficial ownership of all of the ordinary shares of the issuer held by Kingsford except to the extent of his pecuniary interest therein. | |
(2) | High Rank owns approximately 93.3% of the total outstanding shares of Kingsford. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, High Rank may be deemed to beneficially own all of the ordinary shares of the issuer held by Kingsford. High Rank disclaims beneficial ownership of the ordinary shares of the issuer held by Kingsford except to the extent of its pecuniary interest therein. |
CUSIP No. |
G2352K 108 |
Page | 8 |
of | 9 |
(3) | Qiuping Lai owns approximately 12.4% of the total outstanding shares of High Rank, which in turn holds 93.3% of the total outstanding shares of Kingsford. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Mr. Lai may be deemed to beneficially own all of the ordinary shares of the issuer held by Kingsford. Mr. Lai disclaims beneficial ownership of the ordinary shares of the issuer held by Kingsford except to the extent of his pecuniary interest therein. |
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: | |
Better Rise Investment Limited (Better Rise) owns approximately 6.7% of the total outstanding shares of Kingsford, which holds approximately 25.9% of the total outstanding ordinary shares of the issuer. As such, the shareholders of Better Rise, through Better Rise and Kingsford, have the right to receive dividends from, and proceeds from the sale of, approximately 1.7% of the total outstanding ordinary shares of the issuer. The shareholders of Better Rise consist of three officers of the issuer, one former officer of the issuer, and Mr. Hus wife, who is also an employee of the issuer. | ||
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 |
CUSIP No. |
G2352K 108 |
Page | 9 |
of | 9 |
Yinan Hu | /s/ Yinan Hu | |||
Yinan Hu | ||||
Kingsford Resources Limited | By: | /s/ Yinan Hu | ||
Name: | Yinan Hu | |||
Title: | Director | |||
High Rank Investments Limited | By: | /s/ Qiuping Lai | ||
Name: | Qiuping Lai | |||
Title: | Director | |||
Qiuping Lai | /s/ Qiuping Lai | |||
Qiuping Lai | ||||
Exhibit No. | Description | |
99.1
|
Joint Filing Agreement |
Yinan Hu | /s/ Yinan Hu | |||
Yinan Hu | ||||
Kingsford Resources Limited | By: | /s/ Yinan Hu | ||
Name: | Yinan Hu | |||
Title: | Director | |||
High Rank Investments Limited | By: | /s/ Qiuping Lai | ||
Name: | Qiuping Lai | |||
Title: | Director | |||
Qiuping Lai | /s/ Qiuping Lai | |||
Qiuping Lai | ||||