As filed with the Securities and Exchange Commission on May 30, 2008
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CNINSURE INC.
(Exact name of
registrant as specified in its charter)
|
|
|
|
|
Cayman Islands
|
|
6411
|
|
Not Applicable
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(I.R.S. Employer
Identification Number)
|
21/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
Peoples Republic of China
(86 20) 6122-2777
(Address of Principal Executive Offices)
CNINSURE INC.
SHARE INCENTIVE PLAN
(Full title of the plan)
CT Corporation System
111 Eighth Avenue
New
York, New York 10011
(Name and address of agent for service)
(212) 664-1666
(Telephone number, including area code, of agent for
service)
Copies to:
|
|
|
Yihan Hu
|
|
David T. Zhang, Esq.
|
Chief Executive Officer
|
|
Latham & Watkins LLP
|
CNinsure Inc.
|
|
41
st
Floor, One Exchange Square
|
21/F, Yinhai Building
|
|
8 Connaught Place Central
|
No. 299 Yanjiang Zhong Road
|
|
Hong Kong
|
Guangzhou, Guangdong 510110
|
|
(852) 2522-7886
|
Peoples Republic of China
|
|
|
(86 20) 6122-2777
|
|
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
|
|
|
Large accelerated filer
¨
|
|
Accelerated filer
¨
|
Non-accelerated filer
x
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
¨
|
CALCULATION OF REGISTRATION
FEE
|
|
|
|
|
|
|
|
|
|
Title of Securities to be Registered (1)
|
|
Amount to be
Registered (2)
|
|
Proposed Maximum
Offering Price
Per
Share
|
|
Proposed Maximum
Aggregate
Offering
Price
|
|
Amount of
Registration
Fee
|
Ordinary shares, par value US$0.001
|
|
41,333,300 (3)
|
|
$0.80 (3)
|
|
$33,066,640
|
|
$1,299.52
|
Ordinary shares, par value US$0.001
|
|
27,087,753 (4)
|
|
$0.79 (4)
|
|
$21,439,956
|
|
$ 842.59
|
Total
|
|
68,421,053 (5)
|
|
|
|
$54,506,596
|
|
$2,142.11
|
|
|
(1)
|
These shares may be represented by the registrants American depositary shares (ADSs), each of which represents 20 ordinary shares. The registrants ADSs
issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-146765).
|
(2)
|
Represents ordinary shares issuable pursuant to awards (including the exercise of any options granted) under the CNinsure Inc. Share Incentive Plan (the Plan). In
accordance with Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement also covers any additional ordinary shares that may be offered and issued to prevent dilution from share splits,
share dividends or similar transactions as provided in the Plan.
|
(3)
|
These shares are issuable upon exercise of outstanding options granted under the Plan, and the proposed maximum offering price per share represents the exercise price of these
options.
|
(4)
|
These shares are reserved for future award grants under the Plan, and the proposed maximum offering price per share, which is estimated solely for the purposes of calculating the
registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average of the high and low prices for the registrants ADSs, as reported on the Nasdaq Global Market on May 29, 2008.
|
(5)
|
Any ordinary shares covered by an award granted under the Plan (or portion of an award) that terminates, expires or lapses for any reason will be deemed not to have been issued for
purposes of determining the maximum aggregate number of ordinary shares that may be issued under the Plan.
|
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
|
Plan Information*
|
Item 2.
|
Registrant Information and Employee Plan Annual Information*
|
*
Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing
information specified in this Part I will be separately provided to the participants covered by the Plan, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
|
Incorporation of Documents by Reference
|
The
following documents previously filed or furnished by CNinsure Inc. (the Registrant) with the Securities and Exchange Commission (the Commission) are incorporated by reference herein:
|
(a)
|
The Registrants prospectus dated October 30, 2007 filed with the Commission on October 31, 2007 pursuant to Rule 424(b)(4) under the Securities Act (the
Prospectus);
|
|
(b)
|
The Registrants reports on Form 6-K furnished to the Commission on December 14, 2007, February 26, 2008, May 20, 2008 and May 22, 2008; and
|
|
(c)
|
The description of the Registrants ordinary shares contained in the Registrants registration statement on Form 8-A (File No. 001-33768) filed with the Commission on
October 25, 2007, including any amendment and report subsequently filed for the purpose of updating that description.
|
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act), after the date of this registration statement and prior to the filing
of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent
that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be
deemed, except as so modified or superseded, to be a part of this registration statement.
Item 4.
|
Description of Securities
|
Not applicable.
Item 5.
|
Interests of Named Experts and Counsel
|
Not
applicable.
Item 6.
|
Indemnification of Directors and Officers
|
Cayman Islands law does not limit the extent to which a companys articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be
contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Registrants amended
and restated articles of association, adopted by its shareholders on October 10, 2007, provide for indemnification of officers and directors against all
actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him in connection with the execution or discharge of his duties, powers, authorities or discretions as a director or officer of our company, to
the fullest extent permissible under the Companies Law of the Cayman Islands.
Pursuant to indemnification agreements, the form of which
was filed as Exhibit 10.3 to the Registrants registration statement on Form F-1, as amended (File No. 333-146605), the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses incurred by such
persons in connection with claims made by reason of their being such a director or officer.
The Underwriting Agreement, the form of which
was filed as Exhibit 1.1 to the Registrants registration statement on Form F-1, as amended (File No. 333-146605), also provides for indemnification of the Registrant and its officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7.
|
Exemption From Registration Claimed
|
Not
applicable.
See the Index to Exhibits attached
hereto.
|
(a)
|
The undersigned Registrant hereby undertakes:
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement
|
|
(i)
|
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to that information in the
registration statement;
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
(b)
|
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and
|
|
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, CNinsure Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Guangzhou, China, on May 30, 2008.
|
|
|
CNINSURE INC.
|
|
|
By:
|
|
/s/ Yinan Hu
|
Name:
|
|
Yinan Hu
|
Title:
|
|
Chairman and Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints Mr. Yinan Hu, with full power to act alone, as his true and lawful
attorney-in-fact, with the power of substitution, for and in such persons name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
indicated and as of May 30, 2008.
|
|
|
|
|
Signature
|
|
|
|
Title
|
|
|
|
/s/ Yinan Hu
|
|
|
|
Chairman and Chief Executive Officer
|
Yinan Hu
|
|
|
|
(principal executive officer)
|
|
|
|
/s/ Peng Ge
|
|
|
|
Director and Chief Financial Officer
|
Peng Ge
|
|
|
|
(principal financial and accounting officer)
|
|
|
|
/s/ Qiuping Lai
|
|
|
|
Director and President
|
Qiuping Lai
|
|
|
|
|
|
|
|
/s/ Shangzhi Wu
|
|
|
|
Director
|
Shangzhi Wu
|
|
|
|
|
|
|
|
/s/ Yongwei Ma
|
|
|
|
Director
|
Yongwei Ma
|
|
|
|
|
|
|
|
/s/ Stephen Markscheid
|
|
|
|
Director
|
Stephen Markscheid
|
|
|
|
|
|
|
|
|
|
Signature
|
|
|
|
Title
|
|
|
|
/s/ Allen Warren Lueth
|
|
|
|
Director
|
Allen Warren Lueth
|
|
|
|
|
|
|
|
/s/ Donald J. Puglisi
|
|
|
|
Authorized Representative in the United States
|
Name: Donald J. Puglisi
|
|
|
|
|
Title: Managing Director, Puglisi & Associates
|
|
|
|
|
INDEX TO EXHIBITS
|
|
|
Exhibit
Number
|
|
Description
|
4.1
|
|
Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.2 to the registration statement of the Registrant on Form F-1, as
amended (File No. 333-146605))
|
|
|
4.2
|
|
Form of Deposit Agreement among the Registrant, the depositary, and owners and beneficial owners of American Depositary Receipts (incorporated by reference to Exhibit 4.3 to the registration
statement of the Registrant on Form F-1, as amended (File No. 333-146605))
|
|
|
5.1*
|
|
Opinion of Maples and Calder, counsel to the Registrant, regarding the legality of the ordinary shares being registered
|
|
|
23.1*
|
|
Consent of Deloitte Touche Tohmatsu, independent registered public accounting firm
|
|
|
23.2*
|
|
Consent of Maples and Calder (included in Exhibit 5.1)
|
|
|
24.1*
|
|
Powers of Attorney (set forth on the signature page of this registration statement)
|
|
|
99.1
|
|
CNinsure Inc. Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the registration statement of the Registrant on Form F-1, as amended (File No. 333-146605))
|
Fanhua (NASDAQ:FANH)
Historical Stock Chart
From Jun 2024 to Jul 2024
Fanhua (NASDAQ:FANH)
Historical Stock Chart
From Jul 2023 to Jul 2024