Cninsure Inc. - Statement of Ownership (SC 13G)
February 06 2008 - 6:52AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c) and
(d) and
Amendments Thereto Filed Pursuant to Rule 13d-2
Under the Securities Exchange Act of 1934
(Amendment No.
)*
CNinsure
Inc.
Ordinary Shares
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(Title of Class of Securities)
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G2352K 108
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
*
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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 disclosures provided in a prior cover page.
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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).
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CUSIP No. G2352K 108
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13G
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Page 2 of 7 Pages
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1
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Name of Reporting Person
CDH Inservice
Limited
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2
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Check the Appropriate Box if A Member of A Group
(a)
¨
(b)
x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5 Sole Voting Power
171,600,000 ordinary shares. Each of CDH China Growth Capital Fund II, L.P. and CDH China Growth
Capital Holdings Company Limited may also be deemed to have sole voting power with respect to such shares.
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6 Shared Voting Power
0
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7 Sole Dispositive Power
171,600,000 ordinary shares.
Each of CDH China Growth Capital Fund II, L.P. and CDH China Growth Capital Holdings Company Limited may also be deemed to have sole dispositive power with respect to such shares.
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
171,600,000 ordinary shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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¨
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11
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Percent of Class Represented By Amount In Row 9
18.8%
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12
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Type of Reporting Person
CO
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CUSIP No. G2352K 108
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13G
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Page 3 of 7 Pages
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1
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Name of Reporting Person
CDH China Growth Capital
Fund II, L.P.
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2
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Check the Appropriate Box if A Member of A Group
(a)
¨
(b)
x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5 Sole Voting Power
171,600,000 ordinary shares. Each of CDH Inservice Limited and CDH China Growth Capital Holdings
Company Limited may also be deemed to have sole voting power with respect to such shares.
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6 Shared Voting Power
0
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7 Sole Dispositive Power
171,600,000 ordinary shares.
Each of CDH Inservice Limited and CDH China Growth Capital Holdings Company Limited may also be deemed to have sole dispositive power with respect to such shares.
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
171,600,000 ordinary shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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¨
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11
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Percent of Class Represented By Amount In Row 9
18.8%
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12
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Type of Reporting Person
PN
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CUSIP No. G2352K 108
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13G
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Page 4 of 7 Pages
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1
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Name of Reporting Person
CDH China Growth Capital
Holdings Company Limited
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2
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Check the Appropriate Box if A Member of A Group
(a)
¨
(b)
x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5 Sole Voting Power
171,600,000 ordinary shares. Each of CDH China Growth Capital Fund II, L.P. and CDH Inservice
Limited may also be deemed to have sole voting power with respect to such shares.
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6 Shared Voting Power
0
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7 Sole Dispositive Power
171,600,000 ordinary shares.
Each of CDH China Growth Capital Fund II, L.P. and CDH Inservice Limited may also be deemed to have sole voting power with respect to such shares.
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
171,600,000 ordinary shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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¨
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11
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Percent of Class Represented By Amount In Row 9
18.8%
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12
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Type of Reporting Person
CO
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CUSIP No. G2352K 108
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13G
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Page 5 of 7 Pages
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Item 1
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(a).
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Name
o
f Issuer:
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CNinsure Inc.
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Item 1
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(b).
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Address
o
f Issuers Principal Executive Offices:
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19/F, Yinhai Building
No. 299 Yanjiang
Zhong Road
Guangzhou, Guangdong 510110
Peoples Republic
of China
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Item 2
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(a).
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Name
o
f Person Filing:
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CDH Inservice Limited
CDH China Growth
Capital Fund II, L.P.
CDH China Growth Capital Holdings Company Limited
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Item 2
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(b).
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Address
of Principal Business Office
o
r,
i
f
N
one, Residence:
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For all reporting persons herein:
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c/o CDH Investment Advisory Private Limited
Level 30
Six Battery Road
Singapore
049909
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Item 2
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(c).
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Citizenship:
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CDH Inservice Limited British Virgin Islands
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CDH China Growth Capital Fund II, L.P. Cayman Islands
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CDH China Growth Capital Holdings Company Limited Cayman Islands
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Item 2
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(d).
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Title of Class of Securities:
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Ordinary Shares
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Item 2
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(e).
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C
USIP
Number:
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G2352K 108
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Item 3.
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Not Applicable
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CUSIP No. G2352K 108
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13G
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Page 6 of 7 Pages
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Item 4.
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Ownership:
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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, 2007:
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Reporting Person
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Amount
beneficially
owned:
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Percent
of class:
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Sole power
to vote or
direct the
vote:
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Shared
power to
vote or to
direct
the
vote:
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Sole power to
dispose or to
direct
the
disposition
of:
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Shared power
to dispose or to
direct the
disposition of:
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CDH Inservice Limited
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171,600,000
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18.8
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%
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171,600,000
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0
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171,600,000
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0
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CDH China Growth
Capital Fund II,
L.P.
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171,600,000
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18.8
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%
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171,600,000
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0
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171,600,000
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0
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CDH China Growth
Capital Holdings
Company Limited
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171,600,000
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18.8
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%
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171,600,000
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0
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171,600,000
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0
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CDH Inservice Limited is the record owner of 171,600,000 ordinary shares of the issuer. CDH China Growth Capital Fund II, L.P. (CDH Fund II) owns 100% of the total
outstanding shares of CDH Inservice Limited. CDH China Growth Capital Holdings Company Limited (CDH Growth Capital Holdings) is the general partner of CDH Fund II and has the power to direct CDH Fund II as to the voting and disposition
of shares directly and indirectly held by CDH Fund II.
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The investment committee of CDH Growth Capital Holdings comprises Shangzhi Wu, Shuge Jiao and Xinlai Liu. Changes to the investment committee require the approval of the
directors of CDH Growth Capital Holdings. The directors of CDH Growth Capital Holdings are nominated by the principal shareholders of CDH Growth Capital Holdings, being (i) an affiliate of Capital Z Partners, (ii) an affiliate of the Government of
Singapore Investment Corporation, and (iii) China Diamond Holdings II, L.P., a British Virgin Islands limited partnership controlled by senior members of the CDH Fund II investment team. Pursuant to Section 13(d) of the Securities Exchange Act of
1934, as amended, and the rules promulgated thereunder, Shangzhi Wu, Shuge Jiao and Xinlai Liu may be deemed to share beneficial ownership of the ordinary shares held by CDH Inservice Limited. Such persons disclaim such beneficial
ownership.
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Item 5.
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Ownership
o
f Five Percent
o
r
L
ess
o
f
a
Class:
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Not applicable
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Item 6.
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Ownership
o
f
M
ore
t
han Five Percent
o
n
B
ehalf
o
f Another Person:
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Not applicable
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Item 7.
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Identification
a
nd Classification
o
f
t
he Subsidiary
W
hich
A
cquired
t
he Security
B
eing
R
eported
o
n
b
y
t
he Parent Holding Company:
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Not applicable
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Item 8.
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Identification
a
nd Classification
o
f Members
o
f
t
he Group:
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Not applicable
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Item 9.
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Notice
o
f Dissolution
o
f Group:
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Not applicable
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Item 10.
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Certification:
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Not applicable
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CUSIP No. G2352K 108
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13G
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Page 7 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 6, 2008
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CDH Inservice Limited
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By:
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/s/ Wu Shangzhi
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Name:
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Wu Shangzhi
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Title:
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Director
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CDH China Growth Capital Fund II, L.P.
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By:
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CDH China Growth Capital
Holdings Company Limited,
its General Partner
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By:
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/s/ Wu Shangzhi
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Name:
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Wu Shangzhi
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Title:
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Director
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CDH China Growth Capital Holdings Company Limited
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By:
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/s/ Wu Shangzhi
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Name:
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Wu Shangzhi
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Title:
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Director
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LIST OF EXHIBITS
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Exhibit No.
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Description
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A
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Joint Filing Agreement
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