UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2009

 

 

Commission File Number: 001-33768

 

 

CNINSURE INC.

 

 

21/F, Yinhai Building

No. 299 Yanjiang Zhong Road

Guangzhou, Guangdong 510110

People’s Republic of China

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

 

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: November 5, 2009

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Exhibit Index

 

Exhibit 99.1		–		Condensed Consolidated Unaudited Interim Financial Statements for the six months ended June 30, 2008 and 2009 and as of December 31, 2008 and June 30, 2009 and management’s discussion and analysis of financial condition and results of operations

Table of Contents

Exhibit 99.1

CNINSURE INC.

INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) AND MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

		Page
Consolidated Balance Sheets (Unaudited) as of December 31, 2008 and June 30, 2009		2
Consolidated Statements of Operations (Unaudited) for the Six Months Ended June 30, 2008 and 2009		4
Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Unaudited) for the Six Months Ended June 30, 2008 and 2009		6
Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2008 and 2009		7
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)		9
Management’s Discussion and Analysis of Financial Condition and Results of Operations		22

 

1

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CNINSURE INC.

Consolidated Balance Sheets (Unaudited)

(In thousands, except for shares and per share data)

 

		At December 31,		At June 30,		At June 30,
		20082 (as adjusted)		2009		20091
		RMB		RMB		US$
ASSETS:
Current assets:
Cash and cash equivalents		1,510,432		1,748,353		255,974
Restricted cash		4,200		2,999		439
Accounts receivable, net		90,452		125,666		18,399
Insurance premium receivables		21		704		103
Other receivables (Note 5)		57,151		46,776		6,848
Deferred tax assets		1,808		3,829		561
Amounts due from related parties (Note 10a)		207,595		16,227		2,376
Other current assets		5,224		5,079		744
Total current assets		1,876,883		1,949,633		285,444
Non-current assets:
Property, plant, and equipment, net (Note 6)		72,538		96,528		14,132
Goodwill (Note 7)		37,888		325,843		47,706
Intangible assets		53,518		87,025		12,741
Deferred tax assets		4,836		1,950		285
Investment in an affiliate		427		401		59
Other non-current assets		425		2,832		415
Total assets		2,046,515		2,464,212		360,782

 

1.

The translations of Renminbi (RMB) amounts into U.S. dollars (US$) at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars are made at a rate of RMB6.8302 to US$1.00, the effective noon buying rate as of June 30, 2009 in The City of New York for cable transfers of RMB as set forth in the H.10 weekly statistical release of the Federal Reserve Board.

2.

Effective from January 1, 2009, the Group adopted Statement of Financial Accounting Standard No. 160 (“SFAS 160”). SFAS 160. As a result, the presentation and disclosure requirements had been applied retrospectively for all periods presented, requires noncontrolling interests to be separately presented as a component of stockholders’ equity on the consolidated balance sheets. December 31, 2008 balances were extracted from the Form 20-F for the year ended December 31, 2008, as adjusted resulting from the adoption of SFAS160.

 

2

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Table of Contents

CNINSURE INC.

Consolidated Balance Sheets (Unaudited) - (continued)

(In thousands, except for shares and per share data)

 

		At December 31,			At June 30,			At June 30,
		20082 (as adjusted)			2009			2009
		RMB			RMB			US$
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accounts payable		59,867			67,747			9,919
Insurance premium payables		4,200			2,999			439
Other payables and accrued expenses (Note 8)		73,712			90,249			13,213
Contingent consideration payables (Note 11)		—			133,750			19,582
Accrued payroll		15,336			13,290			1,946
Income tax payable		26,140			29,509			4,320
Amounts due to related parties (Note 10b)		10,967			6,141			899
Dividend payable		—			68,558			10,037
Total current liabilities		190,222			412,243			60,355
Non-current liabilities:
Contingent consideration payables (Note 11)		—			22,220			3,253
Long-term borrowings		—			86			13
Other tax liabilities		1,871			2,152			315
Deferred tax liabilities (Note 12)		8,351			20,460			2,996
Total liabilities		200,444			457,161			66,932
Common stock		7,036			7,036			1,030
Additional paid-in capital		1,666,723			1,601,752			234,510
Statutory reserves		71,237			71,237			10,430
Retained earnings		80,462			210,606			30,835
Accumulated other comprehensive loss		(73,810	)		(72,461	)		(10,609	)
Total CNinsure Inc. shareholders’ equity		1,751,648			1,818,170			266,196
Noncontrolling interests2		94,423			188,881			27,654
Total shareholders’ equity		1,846,071			2,007,051			293,850
Total liabilities and shareholders’ equity		2,046,515			2,464,212			360,782

 

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CNINSURE INC.

Consolidated Statements of Operations (Unaudited)

(In thousands, except for shares and per share data)

 

		For The Six Months Ended June 30,
		2008 (as adjusted)			2009			2009
		RMB			RMB			US$
Net revenues:
Commissions and fees		351,180			501,193			73,379
Other service fees		286			359			52
Total net revenues		351,466			501,552			73,431
Operating costs and expenses:
Commissions and fees		(180,405	)		(263,024	)		(38,509	)
Selling expenses		(6,964	)		(19,358	)		(2,834	)
General and administrative expenses *		(60,710	)		(90,861	)		(13,303	)
Total operating costs and expenses		(248,079	)		(373,243	)		(54,646	)
Net income from operations		103,387			128,309			18,785
Other income, net:
Investment income		—			18,905			2,768
Interest income		23,702			18,575			2,719
Interest expense		(37	)		(3	)		—
Others, net		(8	)		958			140
Changes in fair value of contingent consideration payables		—			(5,946	)		(870	)
Net income before income taxes		127,044			160,798			23,542
Income tax expense		(30,370	)		(45,939	)		(6,726	)
Share of income (loss) of an affiliated company		85			(27	)		(4	)
Net Income		96,759			114,832			16,812
Less: Net income (loss) attributable to the noncontrolling interests		1,087			(15,312	)		(2,242	)
Net income attributable to the Company’s Shareholders		95,672			130,144			19,054

 

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CNINSURE INC.

Consolidated Statements of Operations (Unaudited) - (continued)

(In thousands, except for shares and per share data)

 

		For The Six Months Ended June 30,
		2008 (as adjusted)		2009		2009
		RMB		RMB		US$
Net income per share:
Basic		0.105		0.143		0.021
Diluted		0.105		0.142		0.021
Net income per ADS:
Basic		2.097		2.852		0.418
Diluted		2.097		2.835		0.415
Shares used in calculating net income per share and ADS:
Basic		912,497,726		912,497,726		912,497,726
Diluted		912,497,726		918,084,553		918,084,553

 

*	Including share-based compensation expenses of RMB10,686 and RMB4,531 (US$663) for the six months ended June 30, 2008 and 2009, respectively.

 

5

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CNINSURE INC.

Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Unaudited)

(In thousands, except for shares and per ADS data)

 

		Share capital				Additional paid-in capital			Statutory reserves		(Accumulated deficit) retained earnings			Accumulated other comprehensive loss			Noncontrolling interests2 (as adjusted)			Total2 (as adjusted)			Comprehensive income
		Number of share		Amounts
				RMB		RMB			RMB		RMB			RMB			RMB			RMB			RMB
Balance at January 1, 2008		912,497,726		7,036		1,621,064			47,903		(87,941	)		(21,150	)		18,324			1,585,236			132,387
Share-based compensation		—		—		10,686			—		—			—			—			10,686			—
Net income		—		—		—			—		95,672			—			1,087			96,759			96,759
Provision for statutory reserves		—		—		—			233		(233	)		—			—			—			—
Foreign currency translation		—		—		—			—		—			(50,233	)		—			(50,233	)		(50,233	)
Acquisition of subsidiaries		—		—		—			—		—			—			40,896			40,896			—
Balance at June 30, 2008		912,497,726		7,036		1,631,750			48,136		7,498			(71,383	)		60,307			1,683,344			46,526
Balance at January 1, 2009		912,497,726		7,036		1,666,723			71,237		80,462			(73,810	)		94,423			1,846,071			139,077
Share-based compensation		—		—		3,587			—		—			—			—			3,587			—
Net income		—		—		—			—		130,144			—			(15,312	)		114,832			114,832
Dividends (note)		—		—		(68,558	)		—		—			—			—			(68,558	)		—
Foreign currency translation		—		—		—			—		—			1,349			—			1,349			1,349
Acquisition of subsidiaries		—		—		—			—		—			—			109,770			109,770			—
Balance at June 30, 2009		912,497,726		7,036		1,601,752			71,237		210,606			(72,461	)		188,881			2,007,051			116,181
Balance at June 30, 2009 in US$				1,030		234,510			10,430		30,835			(10,609	)		27,654			293,850			17,010

Note:

Dividend for US$0.22 per ADS was declared on May 21, 2009 for distribution to CNinsure’s shareholders of record as of the close of business on June 26, 2009.

 

6

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CNINSURE INC.

Consolidated Statements of Cash Flows (Unaudited)

(In thousands, except for shares and per share data)

 

		For the Six Months Ended June 30
		2008			2009			2009
		RMB			RMB			US$
OPERATING ACTIVITIES
Net income		96,759			114,832			16,812
Adjustments to reconcile net income to net cash generated from operating activities:
Depreciation		2,588			6,169			903
Amortization of acquired intangible assets		1,116			4,114			602
Allowance for doubtful receivables		—			356			52
Changes in fair value of contingent consideration payables		—			5,946			871
Compensation expense associated with stock options		10,686			4,531			663
Investment income		—			(18,905	)		(2,768	)
Loss on disposal of property, plant and equipment		37			37			5
Share of (gain)loss from an affiliate company		(85	)		27			4
Changes in operating assets and liabilities:
Accounts receivable		(38,454	)		(28,416	)		(4,160	)
Insurance premium receivables		2,253			(683	)		(100	)
Other receivables		(3,503	)		11,003			1,611
Other current assets		—			(46	)		(7	)
Accounts payable		29,800			7,880			1,154
Insurance premium payables		(266	)		(1,201	)		(176	)
Other payables		20,952			(14,140	)		(2,070	)
Accrued payroll		(290	)		(3,242	)		(475	)
Income taxes payable		18,147			3,269			479
Other tax liabilities		294			281			41
Deferred taxes		747			4,844			709
Net cash generated from operating activities		140,781			96,656			14,150
Cash flows from investing activities
Addition in other investment		(935	)		—			—
Purchase of property, plant and equipment		(37,341	)		(29,488	)		(4,317	)
Proceeds from disposal of property and equipment		75			498			73
Deposit paid for purchase of property, plant and equipment		—			(2,380	)		(348	)
Acquisition of subsidiaries, net of cash acquired of RMB11,228 and RMB2,006 for June 30, 2008 and 2009, respectively		1,988			(19,993	)		(2,927	)
Acquisition of additional interest in a subsidiary		(3,000	)		—			—

 

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CNINSURE INC.

Consolidated Statements of Cash Flows (Unaudited) - (continued)

(In thousands, except for shares and per share data)

 

		For the Six Months Ended June 30
		2008			2009			2009
		RMB			RMB			US$
Amounts due from related parties		(7,119	)		—			—
Repayments from related parties		—			181,368			26,554
Increase (decrease) in restricted cash		(2,545	)		1,201			175
Net cash generated from (used in) investing activities		(48,877	)		131,206			19,210
Cash flows from financing activities:
Bank loans raised		—			86			13
Repayments of bank loans		(154	)		—			—
Increase in capital injection by noncontrolling interests		1,445			13,450			1,969
Repayments to related parties		—			(4,826	)		(706	)
Net cash generated from financing activities		1,291			8,710			1,276
Net increase in cash and cash equivalents		93,195			236,572			34,636
Cash and cash equivalents at January 1		1,544,817			1,510,432			221,140
Effect of exchange rate changes on cash and cash equivalents		(50,233	)		1,349			198
Cash and cash equivalents at June 30		1,587,779			1,748,353			255,974
Supplemental disclosure of cash flow information:
Interest paid		37			3			—
Income taxes paid		11,263			37,453			5,483

 

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CNINSURE INC.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

(In thousands, except for shares and per share data)

 

(1)	Organization and Description of Business

CNinsure Inc. (the “Company”) and its subsidiaries and variable interest entities (“VIEs”) are collectively referred to as the “Group”. The Group continues to engage in the provision of insurance brokerage and agency services, and insurance claims adjusting services in the People’s Republic of China (the “PRC”) for the six months ended June 30, 2009.

 

(2)	Basis of Presentation and Consolidation

The condensed consolidated interim financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and include selected note disclosures that are considered to be significant to an understanding of the financial position and performance of the Group since the last annual reporting date. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto set forth in the Company’s Annual Report on Form 20-F for the year ended December 31, 2008. The unaudited condensed consolidated interim financial statements include the financial statements of the Company, all its majority-owned subsidiaries and those VIEs of which the Company is the primary beneficiary, from the dates they were acquired or incorporated. All intercompany balances and transactions have been eliminated in consolidation. In addition, the Group consolidates VIEs of which it is deemed to be the primary beneficiary and absorbs all of the expected losses and residual returns of the entity.

In management’s opinion, all adjustments of a normal recurring nature considered necessary for a fair statement are included. However, our operating results for the six months period ended June 30, 2009, do not necessarily indicate the results you might expect for the full year.

 

(3)	New Accounting Pronouncements

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations” (“SFAS 141R”), to improve reporting creating greater consistency in the accounting and financial reporting of business combinations. SFAS 141R requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Effective from January 1, 2009, the Company adopted SFAS 141R on a prospective basis. As a result, the recorded purchase price for all acquisitions consummated after January 1, 2009 will include an estimation of the fair value of contingent consideration payables. Subsequent changes in the fair value of contingent consideration payables will be recorded in the consolidated statement of operation when incurred. Changes in fair value of contingent consideration payables totaling RMB5,946 was charged to consolidated statement of operations for the six months ended June 30, 2009. The income approach was used to determine the fair value of contingent consideration payables based on the likelihood of the performance targets will be achieved and then discounted at the level of risk achieving the contingent payment. Also, as a result of adoption of SFAS 141R, in a business combination achieved in stages, the acquirer shall remeasure its previously held equity interest in the acquiree at acquisition date fair value and recognize gain or loss, if any, in earnings. The Group recorded earnings of such remeasurement as investment income of RMB18,905 to consolidated statement of operations for the six months ended June 30, 2009. The income approach was used to determine the fair value of the previously held equity interest based on the projections of future cash flows and then discounted at the a discount rate incorporating both the market risk and the company specific risk of the acquiree.

 

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CNINSURE INC.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

(In thousands, except for shares and per share data)

 

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements” (“SFAS 160”) to improve the relevance, comparability, and transparency of financial information provided to investors by requiring all entities to report noncontrolling (minority) interests in subsidiaries in the same way as required in the consolidated financial statements. Moreover, SFAS 160 eliminates the diversity that currently exists in accounting for transactions between an entity and noncontrolling interests by requiring them be treated as equity transaction. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. Effective from January 1, 2009, the Group adopted SFAS 160, the presentation and disclosure requirements had been applied retrospectively for all periods presented. As a result, minority interest of RMB94,423 (US$13,840) as at year ended December 31, 2008 is adjusted into noncontrolling interests separately presented as a component of stockholders’ equity on the consolidated balance sheets. Net income before minority interest of RMB96,759, minority interest of RMB1,087 and net income of RMB95,672 for the six months ended June 30, 2008 are adjusted into net income, net income (loss) attributable to the noncontrolling interests and net income attributable to the Company’s Shareholders on the consolidated statements of operations, respectively. Noncontrolling interest of RMB18,324 and RMB60,307 have been shown as a separate line on consolidated statements of shareholders’ equity and comprehensive income as at January 1, 2008 and June 30, 2008 respectively. Increase in capital injection by minority interest of RMB1,445 for the six months ended June 30, 2008 is adjusted into increase in capital injection by noncontrolling interests on the consolidated statements of cash flows.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets—an amendment of SFAS No. 140” (“SFAS 166”). SFAS 166 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. SFAS 166 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Group is evaluating the impact the adoption of SFAS 166 that will have on its condensed consolidated interim financial statements.

In June 2009, the FASB issued SFAS No.168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (Codification) will become the single source of authoritative nongovernmental U.S. GAAP recognized by the FASB. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS No.168 is effective for interim and annual periods ending after September 15, 2009. On the effective date of this statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. The adoption of SFAS No. 168 is not expected to have a material impact on the Group’s interim financial position, results of operations and cash flows.

In June, 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS 167”). SFAS 167 amends the consolidation guidance applicable to variable interest entities. The amendments will significantly affect the overall consolidation analysis under Interpretation 46(R). While the Board’s discussion leading up to the issuance of SFAS 167 focused extensively on structured finance entities, the amendments to the consolidation guidance affect all entities and enterprises currently within the scope of Interpretations 46(R), as well as QSPEs that are currently excluded from the scope of Interpretation 46(R). The Statement is effective as of the beginning of the first fiscal year that begins after November 15, 2009. The Group is currently evaluating whether the adoption of SFAS 167 may have on its condensed consolidated interim financial statements.

 

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CNINSURE INC.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

(In thousands, except for shares and per share data)

 

(4)	Acquisitions

Major Acquisitions in 2009

 

(a)

Claims Adjusting segment

On June 1, 2009, the Group entered into an agreement to acquire 100% equity interest in Shenzhen Hongzhengda Insurance Surveyors & Loss Adjustors Co., Ltd. (“Hongzhengda”) for a total purchase consideration RMB30,000. Hongzhengda is a company specializing in the provision of claims adjusting services related to non-automobile property and casualty insurance, through a VIE, Fanhua Surveyors & Loss Adjustors Co., Ltd, in which 51% equity interest was held by the Company.

The following table summarizes the estimated fair value for major classes of assets acquired and liabilities assumed at the date of acquisition.

 

		RMB
Net tangible assets acquired		3,597
Intangible assets		11,290
Goodwill		16,940
Deferred tax liability		(1,827	)
Total consideration		30,000

The excess of purchase price over tangible assets and identifiable intangible assets acquired and liabilities assumed was recorded as goodwill.

The acquired intangible assets were composed of the following:

 

		Economic life (Years)		Fair value acquired (RMB)
Brand name		Indefinite		3,980
Customer relationship		5.6		5,910
Non-compete agreement		3.0		410
Agency agreement		5.6		990
Total				11,290

The following pro forma information summarizes the effect of the acquisition, as if the acquisition had occurred as of January 1, 2008 and January 1, 2009. This pro forma information is presented for information purposes only. It is based on historical information and does not purport to represent the actual results that may have occurred had the Group consummated the acquisitions on January 1, 2008 and January 1, 2009, nor is it necessarily indicative of future results of operations of the consolidated enterprises:

 

		For the Six Months Ended June 30,
		2008		2009
		RMB		RMB
Pro forma net revenues		364,166		507,948
Pro forma income from operations		103,777		127,685
Pro forma net income		96,148		129,435
Pro forma net income per share		0.1054		0.1418

 

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CNINSURE INC.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

(In thousands, except for shares and per share data)

 

(b)

Property and Casualty (“P&C”) segment

On March 31, 2009, the Group entered into agreements to acquire an additional 41% equity interest in Hangzhou Fanhua Zhixin Insurance Agency Co., Ltd. (“Zhixin”) increasing its shareholdings from 10% to 51%; and an additional 46% equity interest in Zhengzhou Fanhua Anlian Insurance Agency Co., Ltd. (“Anlian”) increasing its shareholdings from 5% to 51%. Zhixin and Anlian are purchased at a total consideration of RMB140,000.

The recorded purchase price for all acquisitions consummated after January 1, 2009 will include an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations will be recorded in the consolidated statement of income when incurred. The change to the fair value of earn-out obligations recorded in net income for the three or six months ended June 30, 2009 was RMB5,946.

The Group recognized investment income of RMB18,905 representing gains from re-measuring the 10% and 5% equity interests formerly held by the Company in Zhixin and Anlian at fair values on April 1, 2009.

 

		Zhixin RMB		Anlian RMB
Cash consideration on acquisition date		1,000		1,000
Contingent consideration payables at fair value on acquisition date		85,500		31,580
Total consideration		86,500		32,580

The Group shall pay up to RMB99,000 and RMB39,000 additional considerations in cash to the former shareholders of Zhixin and Anlian, respectively, contingent on Zhixin and Anlian meeting certain earnings targets on or prior to December 31, 2011.

The following table summarizes the estimated fair value for major classes of assets acquired and liabilities assumed at the date of acquisition.

 

		Zhixin RMB			Anlian RMB
Net tangible assets (liabilities) acquired		(394	)		268
Intangible assets		18,090			8,240
Goodwill		168,953			55,524
Deferred tax assets		223			58
Deferred tax liability		(4,522	)		(2,060	)
Total consideration		182,350			62,030

The excess of purchase price over tangible assets and identifiable intangible assets acquired and liabilities assumed was recorded as goodwill.

 

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CNINSURE INC.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

(In thousands, except for shares and per share data)

 

The acquired intangible assets were composed of the following:

 

				Fair value acquired (RMB)
		Economic life (Years)		Zhixin		Anlian
Brand name		Indefinite		—		—
Customer relationship		5.8		720		1,010
Non-compete agreement		5.8		16,590		6,810
Agency agreement		5.8		780		420
Total				18,090		8,240

The following pro forma information summarizes the effect of the acquisition, as if the acquisition had occurred as of January 1, 2008 and January 1, 2009. This pro forma information is presented for information purposes only. It is based on historical information and does not purport to represent the actual results that may have occurred had the Group consummated the acquisitions on January 1, 2008 and January 1, 2009, nor is it necessarily indicative of future results of operations of the consolidated enterprises:

 

		For the Six Months Ended June 30,
		2008		2009
		RMB		RMB
Pro forma net revenues		351,618		504,239
Pro forma income from operations		100,591		127,100
Pro forma net income		93,442		129,219
Pro forma net income per share		0.1024		0.1416

 

(5)	Other Receivables

Other receivables are analyzed as follows:

 

		At December 31, 2008		At June 30, 2009
		RMB		RMB
Advances to staff (note i)		7,424		10,279
Advances to entrepreneurial agents (note ii)		20,471		17,661
Insurance claim receivables		181		161
Rental deposits		3,763		5,136
Interest income receivables (note iii)		19,088		9,768
Others		6,224		3,771
Total		57,151		46,776

 

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CNINSURE INC.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

(In thousands, except for shares and per share data)

 

Notes:

 

(i)	This represented advances to staff of the Group for daily business operations which are unsecured, interest-free and repayable on demand.

 

(ii)	This represented advances to entrepreneurial agents who provide services to the Group. The advances are used by entrepreneurial individual sales agents to build business. The advances were unsecured, interest-free and repayable on demand.

 

(iii)

This represented accrued interest income on bank deposits with maturities of 90 days or less.

 

(6)	Property, Plant and Equipment

Property, plant and equipment, net are comprised of the following:

 

		At December 31, 2008			At June 30, 2009
		RMB			RMB
Office equipment, furniture and fixtures		65,118			80,360
Motor vehicles		15,381			33,372
Leasehold improvements		3,895			6,591
Total		84,394			120,323
Less: Accumulated depreciation		(11,856	)		(23,795	)
Property, plant and equipment, net		72,538			96,528

No impairment for property plant and equipment was recorded during the year ended December 31, 2008 and the six months ended June 30, 2009.

 

(7)

Goodwill

The movements in carrying amount of goodwill by reportable segments are as follows:

 

		P&C segment		Life segment		Claims adjusting segment		Datong segment		Total
		RMB		RMB		RMB		RMB		RMB
Balance as of January 1, 2009		—		10,362		21,137		6,389		37,888
Addition for acquisitions		224,477		—		16,940		—		241,417
Addition for contingent consideration		—		6,538		—		40,000		46,538
Balance as of June 30, 2009		224,477		16,900		38,077		46,389		325,843

The first step of goodwill impairment test for each of the reporting units did not identify any impairment loss. Therefore, no impairment loss was recorded for the year ended December 31, 2008 and the six months ended June 30, 2009.

 

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CNINSURE INC.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

(In thousands, except for shares and per share data)

 

(8)	Other Payables and Accrued Expenses

Components of other payables and accrued expenses are as follows:

 

		At December 31, 2008		At June 30, 2009
		RMB		RMB
Business and other tax payables		13,327		12,786
Refundable deposits from employees and agents		11,748		12,643
Audit fee		12,146		7,008
Other professional fees		4,169		2,782
Consideration payables on acquisition of subsidiaries		11,406		30,000
Advances from third parties		6,044		12,885
Payables for addition of office equipment, furniture and fixtures		4,652		—
Insurance compensation claim payable to customers		3,355		3,878
Others		6,865		8,267
Total		73,712		90,249

Other payables and accrued expenses are unsecured, interest-free and repayable on demand.

 

(9)	Income per share

The computation of basic and diluted income per share is as follows:

 

		For the Six Months Ended June 30,
		2008		2009
		RMB		RMB
Basic:
Net income		95,672		130,144
Weighted average number of shares outstanding		912,497,726		912,497,726
Basic income per share		0.105		0.143
Basic income per ADS		2.097		2.852
Diluted:
Net income		95,672		130,144
Weighted average number of shares outstanding		912,497,726		912,497,726
Share options		—		5,586,827
Total		912,497,726		918,084,553
Diluted income per share		0.105		0.142
Diluted income per ADS		2.097		2.835

 

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CNINSURE INC.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

(In thousands, except for shares and per share data)

 

(10)	Related Party Transactions

The principal related party transactions are as follows:

 

a)

Amounts due from related companies:

 

		At December 31, 2008		At June 30, 2009
		RMB		RMB
Amount due from an affiliate company (i)		500		500
Amounts due from directors/officers (i)		1,593		2,465
Amounts due from noncontrolling shareholders (ii)		205,502		13,262
Total		207,595		16,227

 

b)

Amounts due to related companies:

 

		At December 31, 2008		At June 30, 2009
		RMB		RMB
Amount due to a shareholder (i)		369		325
Amounts due to noncontrolling shareholders (i)&(ii)		10,598		5,816
Total		10,967		6,141

Notes:

 

(i)	The amounts were unsecured, interest-free and repayable on demand.

 

(ii)	The amounts represented advances to noncontrolling shareholders and are expected to be settled within one year from the balance sheet date thus classified as current assets.

 

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CNINSURE INC.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

(In thousands, except for shares and per share data)

 

(11)	Contingent Consideration Payables

As of June 30, 2009, contingent consideration payables under current liabilities of RMB32,944 represented the additional consideration payables to selling shareholders for the business acquisitions upon the resolution of the related contingencies.

As of June 30, 2009, contingent consideration payables of RMB123,026 comprising RMB100,806 classified as current liabilities and RMB22,220 classified as non-current liabilities, represented the recognition of the fair value of the contingent consideration for the business acquisitions at their respective dates of acquisitions.

 

(12)	Deferred tax liabilities

Deferred tax liabilities are comprised of the following:

 

		At December 31, 2008		At June 30, 2009
		RMB		RMB
Intangible assets, net		8,351		15,734
Investment income		—		4,726
Deferred tax liabilities		8,351		20,460

 

(13)	Non-Cash Transactions

The Group entered into the following non-cash activities:

 

		For the Six Month Ended June 30,
		2008		2009
		RMB		RMB
Considerations payable in connection with acquisition of subsidiaries		22,832		180,970
Payables for addition of office equipment, furniture and fixtures		—		5,190

 

(14)	Share-based Compensation

On March 9, 2009, the Company granted 10,000,000 shares options (the “Options”) to its employees to purchase common share of the Company. 30% of the options are vested on March 31, 2010 (“Option D1”), 30% of the options on March 31, 2011 (“Option D2”), 20% of the options on March 31, 2012 (“Option D3”), and remaining 20% on March 31, 2013 (“Option D4”). The expiration date of the Options is March 31, 2015. The Options has an exercise price of US$0.336 per ordinary share, equal to price per ordinary share quoted on Nasdaq Global Select Market at the date of the passing resolutions, as determined by using the Black-Scholes option pricing model. There is no intrinsic value of the option as of the date of grant. For the six months ended June 30, 2009, share-based compensation expense of RMB601 was recognized in connection with the Options.

 

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CNINSURE INC.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

(In thousands, except for shares and per share data)

 

The assumptions used in determining the fair value of the Options were as follows:

 

		Option D1			Option D2			Option D3			Option D4
Weight average assumptions – expected dividend yield		0	%		0	%		0	%		0	%
Risk-free interest rate		3.35	%		3.51	%		3.55	%		3.61	%
Expected life		3.56 years			4.06 years			4.56 years			5.06 years
Expected volatility		33.0	%		31.9	%		32.2	%		31.2	%

At December 31, 2008 and June 30, 2009, no options had been exercised. The expected term was estimated by taking into consideration the expiration period and the vesting terms. Expected volatility was estimated based on daily stock prices of comparable companies for a period with length commensurate to expected term.

 

(15)	Concentrations of Credit risk

Concentration risks

Details of the customers accounting for 10% or more of total net revenues are as follows:

 

		For the Six Months Ended June 30,
		2008		% of sales			2009		% of sales
		RMB					RMB
PICC Property and Casualty Company Limited (“PICC”)		76,418		22	%		97,265		19	%
China Pacific Property Insurance Co., Ltd.		70,439		20	%		94,010		19	%
Ping An Property & Casualty Insurance Company of China, Ltd (“Ping An”).		35,234		10	%		53,719		11	%
		182,091		52	%		244,994		49	%

Details of the customers which accounted for 10% or more of accounts receivable are as follows:

 

		At December 31, 2008					At June 30, 2009
		RMB		%			RMB		%
Aviva-Cofco Life Insurance Co., Ltd		18,256		20	%		25,965		21	%
PICC		15,216		17	%		16,049		13	%
Ping An		12,445		14	%		14,767		12	%
		45,917		51	%		56,781		46	%

 

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CNINSURE INC.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

(In thousands, except for shares and per share data)

 

(16)	Restricted net assets

Relevant PRC statutory laws and regulations permit payments of dividends by the Group’s PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. As a result of these PRC laws and regulations, the Group’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets either in the form of dividends, loans or advances. As of December 31, 2008 and June 30, 2009, the Company had restricted net assets of RMB1,021,568 and RMB1,039,142, respectively, which were not eligible to be distributed. These amounts were comprised of the registered capital of the Company’s PRC subsidiaries and the statutory reserves.

 

(17)	Segment Reporting

Based on the criteria established by SFAS No. 131, “Disclosure about Segments of an Enterprise and Related Information”, the Group currently operates in four principal operating segments: P&C, Life, Claims adjusting and Datong. Business segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance.

The principle activities of the four reportable operating segments are as follows:

(1) P&C segment

This segment provides brokerage and agency services of property and casualty insurance products.

(2) Life segment

This segment comprises VIEs which mainly provide life insurance brokerage and agency services.

(3) Claims adjusting segment

This segment provides pre-underwriting survey, claim adjusting, disposal of residual value, loading and unloading supervision and consulting services.

(4) Datong segment

Datong segment is engaged in providing life insurance brokerage and agency services. The Group considers Datong segment as a separate segment as the target customers is different from the life segment and its performance will be reviewed by management individually.

 

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CNINSURE INC.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

(In thousands, except for shares and per share data)

 

Reconciliations of Reportable Segment Revenues, Profit or Loss, and Assets

The following table shows our operations by business segment. Others represent items not allocated to reportable segments and are corporate related.

 

		For the Six Months Ended June 30,
		2008			2009			2009
		RMB			RMB			US$
Net revenues
P&C		267,617			357,801			52,385
Life		60,514			76,508			11,201
Claims adjusting		23,335			54,199			7,935
Datong		—			13,044			1,910
Total		351,466			501,552			73,431
Operating costs and expenses
P&C		142,622			195,739			28,658
Life		52,761			69,357			10,154
Claims adjusting		17,389			50,065			7,330
Datong		—			26,174			3,832
Others		35,307			31,908			4,672
Total		248,079			373,243			54,646
Net income from operations
P&C		124,995			162,062			23,727
Life		7,753			7,151			1,047
Claims adjusting		5,946			4,134			605
Datong		—			(13,130	)		(1,922	)
Others		(35,307	)		(31,908	)		(4,672	)
Total		103,387			128,309			18,785

 

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CNINSURE INC.

Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)

(In thousands, except for shares and per share data)

 

		At December 31, 2008		At June 30, 2009
		RMB		RMB		US$
Segment assets
P&C		749,253		524,596		76,805
Life		106,796		92,430		13,533
Claims adjusting		137,052		177,752		26,024
Datong		48,117		106,780		15,633
Others		1,005,297		1,562,654		228,787
Total		2,046,515		2,464,212		360,782

 

(18)	Subsequent events

Subsequent events have been evaluated throughout the period to November 4, 2009, the date the condensed consolidated financial statements were issued by the Company. Subsequent events are as follows:

(a) On October 2, 2009, the Company announced to acquire 20.58% equity interest in China Financial Services Group Limited, one of the leading consumer credit brokerage companies based in Guangzhou, China, for a cash consideration of RMB85,500. The transaction will be subject to the approval of the boards of directors of respective parties to the agreement.

(b) On August 30, 2009, a VIE of the Group entered into supplemental agreements with the selling shareholders of Anlian and Zhixin agreeing to fully settle the contingent consideration payables at carrying amount as of June 30, 2009 before the earn-out obligations pursuant to the agreements are met. In addition, selling shareholders of Anlian and Zhixin are required to return up to RMB8,000 and RMB23,000, respectively, to the Group if performance criteria pursuant to the supplemental agreements cannot be met.

No subsequent events have occurred since June 30, 2009 that required recognition or disclosure in the condensed consolidated financial statements.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in connection with our consolidated financial statements and the related notes. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. In particular, statements pertaining to our capital resources, capital expenditure plans and results of operations contain forward-looking statements. Likewise, all of our statements regarding anticipated market conditions and results of operations are forward-looking statements. You can identify these forward-looking statements by terminology such as “may,” “will,” “expect,” “anticipate,” “future,” “forecast,” “intend,” “plan,” “predict,” “propose,” “potential,” “continue,” “believe,” “estimate,” “is/are likely to,” or the negative of these terms, and other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” in our annual report on Form 20-F.

Results of Operations

The following is a discussion of our results of operations for the six months ended June 30, 2009 compared to the six months ended June 30, 2008.

Net Revenues

Our total net revenues increased by 42.7% from RMB351.5 million for the six months ended June 30, 2008 to RMB501.6 million (US$73.4 million) for the six months ended June 30, 2009 primarily as result of:

 

•

a 33.7% increase in commissions and fees and other service fees derived from the distributions of property and casualty insurance products, from RMB267.6 million for the six months ended June 30, 2008 to RMB357.8 million (US$52.4 million) for the six months ended June 30, 2009;

 

•

a 48.1% increase in commissions and fees derived from the distributions of life insurance products, from RMB60.5 million for the six months ended June 30, 2008 to RMB89.6 million (US$13.1 million) for the six months ended June 30, 2009; and

 

•

a 132.6% increase in service fees derived from the provision of claims adjusting services, from RMB23.3 million for the six months ended June 30, 2008 to RMB54.2 million (US$7.9 million) for the six months ended June 30, 2009.

The increase in commissions and fees was attributable to (1) a significant increase in the number of sales agents in our distribution and service network, from 20,243 as of June 30, 2008 to 34,276 as of June 30, 2009, as well as the increased productivity of our sales agents, as measured by the average number of insurance products sold per person, (2) the establishment of 13 new affiliated insurance intermediary companies and the acquisitions of controlling interests in seven affiliated insurance intermediary companies between June 30, 2008 and June 30, 2009, and (3) the increase in performance bonuses paid by life insurers as a result of growth in their sales volume attributable to us and more contracts entered into with life insurers at corporate headquarter levels, which allowed us to obtain more favorable terms by combining the sales volumes of all of our affiliated insurance intermediary companies

 

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located in different parts of the country. The growth rate of our commissions and fees from distribution of life insurance products was much higher than that of our commissions and fees from property and casualty insurance products primarily because our life insurance business was growing from a relatively small base compared to our property and casualty insurance business. We only began providing claims adjusting services in 2008 through three newly acquired claims adjusting firms.

Operating Costs and Expenses

Commissions and Fees

Commissions and fees we incurred increased by 45.8% from RMB180.4 million for the six months ended June 30, 2008 to RMB263.0 million (US$38.5 million) for the six months ended June 30, 2009 primarily due to the increase in our sales volume.

Selling Expenses

Our selling expenses increased by 177.1% from RMB7.0 million for the six months ended June 30, 2008 to RMB19.4 million (US$2.8 million) for the six months ended June 30, 2009 primarily due to the sales growth and the increase in expenses incurred by newly established and acquired branches and sales outlets.

General and Administrative Expenses

Our general and administrative expenses increased by 49.8% from RMB60.7 million for the six months ended June 30, 2008 to RMB90.9 million (US$13.3 million) for the six months ended June 30, 2009 primarily due to (1) an increase of RMB3.7 million in office rental expenses and expenses incurred by newly acquired entities and the expansion of distribution and service network, (2) an increase of RMB2.0 million in the depreciation of fixed assets as a result of the operation of our upgraded IT system in affiliated entities, (3) an increase of RMB16.2 million in payroll as a result of an increase in headcount, particularly the recruitment of more high-caliber senior managers, and higher base salaries for the managerial and administrative staff, and (4) an increase of RMB3.0 million in amortization of intangible assets as a result of the acquisitions we made in 2008 and 2009.

Net Income from Operations

As a result of the foregoing factors, our income from operations increased by 24.1% from RMB103.4 million for the six months ended June 30, 2008 to RMB128.3 million (US$18.8 million) for the six months ended June 30, 2009.

Other Income, Net

Our other income, net increased by 37.3% from RMB23.7 million for the six months ended June 30, 2008 to RMB32.5 million (US$4.8 million) for the six months ended June 30, 2009, primarily due to an investment income of RMB18.9 million (US$2.8 million) recorded in the six months ended June 30, 2009, which was offset by a decrease of 21.5% in interest income from RMB23.7 million for the six months ended June 30, 2008 to RMB 18.6 million (US$2.7 million) in the six months ended June 30, 2009 and an increase of RMB5.9 million (US$0.9 million) resulting from changes in fair value of contingent payables for the six months ended June 30, 2009.

Net Income before Income Taxes

As a result of the foregoing factors, our net income before income taxes increased by 26.6% from RMB127.0 million for the six months ended June 30, 2008 to RMB160.8 million (US$23.5 million) for the six months ended June 30, 2009.

 

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Income Tax Expense

For the six months ended June 30, 2009, income tax expense was RMB45.9 million (US$6.7 million), representing an increase of 51.0% from RMB30.4 million for the corresponding period of 2008. The increase was primarily attributable to (1) the increase of effective income tax rate in Shenzhen from 18% in 2008 to 20% in 2009, (2) changes in fair value of contingent consideration payables which were non-tax deductible for China tax purpose, and (3) the increase of expenses incurred outside China, including legal and audit fees, and share-based compensation, which were non-tax deductible for China tax purpose. Effective income tax rate was 28.6% for the six months ended June 30, 2009, compared to 23.9% for the corresponding period of 2008.

Net Income Attributable to our Shareholders

As a result of the foregoing factors, net income attributable to our shareholders increased by 36.0% from RMB95.7 million for the six months ended June 30, 2008 to RMB130.1 million (US$19.1 million) for the six months ended June 30, 2009.

Liquidity and Capital Resources

Cash Flows and Working Capital

Our principal sources of liquidity have been cash generated from our operating activities and proceeds from sales of ordinary shares through private placements and our initial public offering. As of June 30, 2009, we had RMB1.7 billion (US$256.0 million) in cash. Our cash consists of cash on hand and bank deposits with terms of 90 days or less. Our principal uses of cash have been to fund acquisitions, construction of a nationwide operating platform, working capital requirements, purchases of automobiles and office equipment, office renovation and rental deposit. Although we consolidate the results of our PRC affiliated entities, we do not have direct access to their cash and cash equivalents or future earnings. But we can direct the use of their cash through agreements that provide us with effective control of these entities. Moreover, we receive quarterly fees from some of these affiliated entities in exchange for certain consulting and other services provided by us. We expect to require cash to fund our ongoing business needs, particularly the further expansion of our distribution and service network through acquisitions and establishment of new insurance intermediary companies.

We believe that our current cash and cash equivalents and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next 12 months. We may, however, require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our existing cash is insufficient to meet our requirements, we may seek to sell additional equity securities, debt securities or borrow from lending institutions. Financing may be unavailable in the amounts we need or on terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities, would dilute our earnings per share. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer.

Operating Activities

Net cash generated by operating activities was RMB96.7 million (US$14.2 million) for the six months ended June 30, 2009, primarily attributable to (1) a net income of RMB114.8 million (US$16.8 million), (2) an increase of RMB7.9 million (US$1.2 million) in accounts payable primarily as a result of increased revenue and expanded operation, (3) an increase of RMB28.4 million (US$4.2 million) in accounts receivable, which negatively affected operating cash flow, primarily as a result of an increase in sales of insurance products, (4) a decrease of RMB14.1 million (US$2.1 million) in other payables, which negatively affected operating cash

 

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flow, primarily due to our settlement of payables to former shareholders of the acquired companies and an increase in annual audit fees payable, and (5) an investment income of 18.9 million (US$2.8 million), which was included in net income but had no cash flow effect during the period.

Net cash generated from operating activities was RMB140.8 million for the six months ended June 30, 2008, primarily attributable to (1) a net income of RMB96.8 million, (2) an increase of RMB29.8 million in accounts payable primarily as a result of increased revenue and expanded operation, and (3) an increase of RMB21.0 million in other payables due to increases in annual audit fees payable and professional fees payable in connection with Sarbanes-Oxley Act compliance.

Investing Activities

Net cash generated from investing activities was RMB131.2 million (US$19.2 million) for the six months ended June 30, 2009, primarily attributable to (1) RMB180.0 million (US$26.4 million) as repayments from noncontrolling shareholders in relation to the acquisition of Beijing Fanhua Datong Investment Management Co., Ltd. and (2) an increase of RMB1.2 million (US$0.2 million) in restricted cash set aside for unremitted net insurance premiums, partially offset by (1) the purchases of property, plant and equipment totaling RMB29.5 million (US$4.3 million) and (2) payment of contingent consideration for acquired companies achieving operating targets as well as new acquisitions amounting to RMB20.0 million (US$2.9 million).

Net cash used in investing activities was RMB48.9 million for the six months ended June 30, 2008, primarily attributable to (1) purchases of property, plant and equipment totaling RMB37.3 million, (2) payments for the acquisition of additional interests in a subsidiary amounting to RMB3.0 million, and (3) an increase in amounts due from related parties totaling RMB7.1 million.

Financing Activities

Net cash generated from financing activities was RMB8.7 million (US$1.3 million) for the six months ended June 30, 2009, primarily attributable to an increase in capital injection and additional paid in capital injection by noncontrolling shareholders totaling RMB13.5 million (US$2.0 million), partially offset by repayments to related parties amounting to RMB4.8 million (US$0.7 million).

Net cash generated from financing activities was RMB1.3 million for the six months ended June 30, 2008, primarily attributable to an increase in capital injection by noncontrolling shareholders amounting to RMB1.4 million, offset by repayment of bank loans totaling RMB0.2 million.

Capital Expenditures

We incurred capital expenditures of RMB29.5 million (US$4.3 million) for the six months ended June 30, 2009. Our capital expenditures have been used primarily to construct our Core Business System and ERP-based financial and accounting system, and to purchase automobiles and office equipment for newly established insurance intermediary companies. We estimate that our capital expenditures will increase in 2009 as we further expand our distribution and service network and improve our unified operating platform. We anticipate funding our future capital expenditures primarily with net cash flows from operating activities.

 

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