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Schedule 13D/Amendment No. 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4 )*

CNinsure Inc.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G2352K 108**
(CUSIP Number)
     
Kiang Hua Lew   With a copy to:
CDH Inservice Limited   Kathryn King Sudol
1503 International Commerce Center,   Simpson Thacher & Bartlett LLP
1 Austin Road West,   ICBC Tower, 3 Garden Road, 35th Floor
Kowloon, Hong Kong   Hong Kong
+852-3518-8000   +852-2514-7622
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 3, 2011
(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. o

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.

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 
  

 

           
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   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British Virgin Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   152,226,7001 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have sole voting power with respect to such shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   152,226,7001 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have sole dispositive power with respect to such shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  152,226,7001
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  15.17%2
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
1 Including (i) 91,600,000 ordinary shares of the issuer and (ii) 60,626,700 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.
2 Based on 1,003,270,326 ordinary shares outstanding as of April 8, 2011 according to the issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2010.

 

                     
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   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   152,226,7003 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have sole voting power with respect to such shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   152,226,7003 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have sole dispositive power with respect to such shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  152,226,7003
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  15.17%4
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
3 Including (i) 91,600,000 ordinary shares of the issuer and (ii) 60,626,700 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.
4 Based on 1,003,270,326 ordinary shares outstanding as of April 8, 2011 according to the issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2010.

 

                     
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   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   152,226,7005 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have sole voting power with respect to such shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   152,226,7005 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have sole dispositive power with respect to such shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  152,226,7005
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  15.17%6
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
5 Including (i) 91,600,000 ordinary shares of the issuer and (ii) 60,626,700 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.
6 Based on 1,003,270,326 ordinary shares outstanding as of April 8, 2011 according to the issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2010.

 

                     
CUSIP No.
  
G2352K 108 
  

 

           
1   NAMES OF REPORTING PERSONS

China Diamond Holdings III Limited
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British Virgin Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   152,226,7007 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have sole voting power with respect to such shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   152,226,7007 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have solve dispositive power with respect to such shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  152,226,7007
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  15.17%8
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
7 Including (i) 91,600,000 ordinary shares of the issuer and (ii) 60,626,700 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.
8 Based on 1,003,270,326 ordinary shares outstanding as of April 8, 2011 according to the issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2010.

 

                     
CUSIP No.
  
G2352K 108 
  

 

           
1   NAMES OF REPORTING PERSONS

China Diamond 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   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British Virgin Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   152,226,7009 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have sole voting power with respect to such shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   152,226,7009 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have sole voting power with respect to such shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  152,226,7009
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  15.17%10
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
9 Including (i) 91,600,000 ordinary shares of the issuer and (ii) 60,626,700 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.
10 Based on 1,003,270,326 ordinary shares outstanding as of April 8, 2011 according to the issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2010.

 

This Amendment No. 4 on Schedule 13D/A (this “Amendment No. 4”) amends that certain Schedule 13D previously filed with the Securities and Exchange Commission on May 16, 2011, as amended on September 15, 2011, October 4, 2011 and October 25, 2011 (the “Schedule 13D”), relating to ordinary shares, US$0.001 par value per share (the “Ordinary Shares”), of CNinsure Inc., a Cayman Islands exempted company with limited liability (the “Issuer”). The Ordinary Shares are represented by American Depositary Shares (“ADSs”), each ADS representing 20 Ordinary Shares. The Issuer’s ADSs are listed on the NASDAQ Global Select Market under the symbol “CISG”.
This Amendment No. 4 is being filed jointly on behalf of CDH Inservice Limited (“CDH Inservice”), CDH China Growth Capital Fund II, L.P., CDH China Growth Capital Holdings Company Limited, China Diamond Holdings III Limited and China Diamond Holdings Company Limited (each a “Reporting Person”).
Unless otherwise stated in this Amendment No. 4, the Schedule 13D remains in full force and effect. Terms used therein and not defined herein have the meanings ascribed thereto in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
The first sentence of Item 5(a) and (b) is hereby amended and restated as follows:
(a) and (b) As of November 3, 2011, CDH Inservice was the record owner of 152,226,700 Ordinary Shares of the Issuer, consisting of (i) 91,600,000 Ordinary Shares and (ii) 60,626,700 Ordinary Shares in the form of ADSs.
Item 5(c) is hereby amended and supplemented by adding the following at the end thereof:
(c) Since Amendment No. 3 to the Schedule 13D was filed on October 25, 2011, the Reporting Persons purchased the following number of ADSs representing Ordinary Shares pursuant to the 10b5-1 Plan:
             
Entity   Trade Date   Number of ADSs   Average Price per ADS
CDH Inservice
  October 25, 2011   97,400   US$7.9796
CDH Inservice
  October 26, 2011   102,608   US$8.0958
CDH Inservice
  October 27, 2011   77,756   US$7.9941
CDH Inservice
  October 28, 2011   22,100   US$7.9481
CDH Inservice
  October 31, 2011   70,100   US$7.4882
CDH Inservice
  November 2, 2011   82,097   US$7.6703
CDH Inservice
  November 3, 2011   90,969   US$8.0096

 

 

 

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.
DATED: November 4, 2011
         
CDH Inservice Limited
 		    
By:   /s/ Kiang Hua Lew      
  Name:   Kiang Hua Lew     
  Title:   Director     
 
CDH China Growth Capital Fund II, L.P.
 		    
By: CDH China Growth Capital Holdings Company Limited, its General Partner  
 
By:   /s/ Shangzhi Wu      
  Name:   Shangzhi Wu     
  Title:   Director     
 
CDH China Growth Capital Holdings Company Limited
 
By:   /s/ Shangzhi Wu      
  Name:   Shangzhi Wu     
  Title:   Director     
 
China Diamond Holdings III Limited
 		    
By:   /s/ Shangzhi Wu      
  Name:   Shangzhi Wu     
  Title:   Director     
 
China Diamond Holdings Company Limited
 		    
By:   /s/ Shangzhi Wu      
  Name:   Shangzhi Wu     
  Title:   Director