- Amended Statement of Ownership (SC 13G/A)
January 13 2009 - 6:02AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CNinsure Inc.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G2352K 108
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
þ
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
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G2352K 108
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Page
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2
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of
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12
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1
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NAMES OF REPORTING PERSONS
Yinan Hu
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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Peoples Republic of China
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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237,129,009 ordinary shares
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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237,129,009 ordinary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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237,129,009 ordinary shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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26.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No.
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G2352K 108
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Page
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3
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of
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12
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1
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NAMES OF REPORTING PERSONS
China United Financial Services Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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British Virgin Islands
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No.
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G2352K 108
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Page
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4
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of
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12
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1
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NAMES OF REPORTING PERSONS
CAA Holdings Company Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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British Virgin Islands
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No.
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G2352K 108
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Page
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5
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of
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12
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1
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NAMES OF REPORTING PERSONS
Kingsford Resources Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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British Virgin Islands
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5
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SOLE VOTING POWER
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NUMBER OF
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237,129,009 ordinary shares
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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237,129,009 ordinary shares
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
237,129,009 ordinary shares
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|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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26.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No.
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G2352K 108
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Page
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6
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of
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12
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1
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NAMES OF REPORTING PERSONS
High Rank Investments Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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British Virgin Islands
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5
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SOLE VOTING POWER
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NUMBER OF
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237,129,009 ordinary shares
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SHARES
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6
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SHARED VOTING POWER
|
BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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237,129,009 ordinary shares
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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237,129,009 ordinary shares
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|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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26.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No.
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G2352K 108
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Page
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7
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of
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12
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1
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NAMES OF REPORTING PERSONS
Qiuping Lai
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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Peoples Republic of China
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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237,129,009 ordinary shares
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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237,129,009 ordinary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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237,129,009 ordinary shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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26.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No.
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G2352K 108
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Page
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8
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of
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12
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Item 1(a).
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Name of Issuer:
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CNinsure Inc.
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Item 1(b).
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Address of Issuers Principal Executive Offices:
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21/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
Peoples Republic of China
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Item 2(a).
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Name of Person Filing:
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Yinan Hu
China United Financial Services Holdings Limited
CAA Holdings Company Limited
Kingsford Resources Limited
High Rank Investments Limited
Qiuping Lai
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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Yinan Hu
China United Financial Services Holdings Limited
CAA Holdings Company Limited
Kingsford Resources Limited
High Rank Investments Limited
c/o Yinan Hu
CNinsure Inc.
21/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
Peoples Republic of China
Qiuping Lai
CNinsure Inc.
21/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
Peoples Republic of China
Yinan Hu Peoples Republic of China
China United Financial Services Holdings Limited British Virgin Islands
CAA Holdings Company Limited British Virgin Islands
Kingsford Resources Limited British Virgin Islands
High Rank Investments Limited British Virgin Islands
Qiuping Lai Peoples Republic of China
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CUSIP No.
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G2352K 108
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Page
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9
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of
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12
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Item 2(d).
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Title of Class of Securities:
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Ordinary Shares
G2352K 108
The following information with respect to the ownership of the ordinary shares of
CNinsure Inc. (the
Issuer
) by each of the reporting persons is provided as of
December 31, 2008:
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Sole
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Shared
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Sole
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Shared
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power to
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power to
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power to
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power to
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Amount
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vote or
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vote or to
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dispose or to
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dispose or to
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beneficially
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Percent
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direct the
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direct the
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direct the
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direct the
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Reporting Person
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owned:
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of class:
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vote:
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vote:
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disposition of:
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disposition of:
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Yinan Hu
(1)
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237,129,009
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26.0
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%
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0
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237,129,009
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0
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237,129,009
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China United Financial
Services Holdings Limited
(2)
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0
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0
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%
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0
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0
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0
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0
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CAA Holdings Company
Limited
(3)
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0
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0
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%
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0
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0
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0
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0
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Kingsford Resources
Limited
(4)
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237,129,009
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26.0
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%
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237,129,009
|
|
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0
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237,129,009
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0
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High Rank Investments
Limited
(5)
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237,129,009
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26.0
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%
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237,129,009
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0
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237,129,009
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0
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Qiuping Lai
(6)
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237,129,009
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26.0
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%
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0
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237,129,009
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0
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237,129,009
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(1)
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The 237,129,009 ordinary shares of the Issuer beneficially
owned by Yinan Hu consist of 237,129,009 ordinary shares directly held by
Kingsford Resources Limited (
Kingsford
). Approximately 93.9% of the total
outstanding shares of Kingsford are held by High Rank Investments Limited
(
High Rank
). Mr. Hu holds approximately 87.6% of the total outstanding shares
of High Rank. Pursuant to Section 13(d) of the Securities Exchange Act of
1934, as amended (the
Exchange Act
), and the rules promulgated thereunder,
Mr. Hu may be deemed to beneficially own all of the ordinary shares of the
Issuer
held by Kingsford. Mr. Hu disclaims beneficial ownership of all of the
ordinary shares of the Issuer held by Kingsford except to the extent of his
pecuniary interest therein.
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CUSIP No.
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G2352K 108
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Page
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10
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of
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12
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(2)
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In September 2008, China United Financial Services Holdings
Limited (
CUFS
) distributed all of the 208,199,680 ordinary shares of the
Issuer it then held to its shareholders, including CAA Holdings Company Limited
(
CAA
), on a pro rata basis. After such distribution, CUFS no longer owned
any ordinary shares of the Issuer.
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(3)
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In connection with the distribution described in Note (2)
above, CAA designated its shareholders as the recipients, on a pro rata basis,
of the ordinary shares of the Issuer distributed to it by CUFS. After such
distribution, CAA no longer owned any ordinary shares of the Issuer.
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(4)
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|
In October 2008, for purpose of consolidating their
shareholdings in the Issuer under one holding company, Mr. Hu and four other
employees of the Issuer transferred to Kingsford all of the ordinary shares of
the Issuer they received as shareholders of CAA in the distribution described
in Notes (2) and (3) above. In exchange for these transfers, the five
transferees received newly issued Kingsford shares. Mr. Hu then transferred
the new Kingsford shares he received to High Rank, an existing shareholder of
Kingsford, in exchange for newly issued shares of High Rank. Meanwhile, the
four other employees transferred their new Kingsford shares to Better Rise
Investments Limited (
Better Rise
), another existing shareholder of Kingsford,
in exchange for newly issued shares of Better Rise. As a result of these
transfers, the number of ordinary shares of the Issuer directly held by
Kingsford increased from 167,778,395 to 237,129,009.
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(5)
|
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High Rank owns approximately 93.9% of the total outstanding
shares of Kingsford. Pursuant to Section 13(d) of the Exchange Act and the
rules promulgated thereunder, High Rank may be deemed to beneficially own all
of the ordinary shares of the Issuer held by Kingsford. High Rank disclaims
beneficial ownership of the ordinary shares of the Issuer held by Kingsford
except to the extent of its pecuniary interest therein.
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(6)
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|
Qiuping Lai owns approximately 12.4% of the total outstanding
shares of High Rank. Pursuant to Section 13(d) of the Exchange Act and the
rules promulgated thereunder, Mr. Lai may be deemed to beneficially own all of
the ordinary shares of the Issuer held by Kingsford. Mr. Lai disclaims
beneficial ownership of the ordinary shares of the Issuer held by Kingsford
except to the extent of his pecuniary interest therein.
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CUSIP No.
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G2352K 108
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Page
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11
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of
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12
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Item 5.
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Ownership of Five Percent or less of a Class:
|
As of December 31, 2008, CUFS and CAA ceased to be beneficial owners of more than
five percent of ordinary shares of the Issuer. Please see notes (2) and (3) under
Item 4 for a description of the distributions made by the two companies in September
2008.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
|
Better Rise owns approximately 6.1% of the total outstanding shares of Kingsford,
which holds approximately 26.0% of the total outstanding ordinary shares of the
Issuer. As such, the shareholders of Better Rise, through Better Rise and
Kingsford, have the right to receive dividends from, and proceeds from the sale of,
approximately 1.6% of the total outstanding ordinary shares of the Issuer. The
shareholders of Better Rise consist of three officers of the Issuer, one former
officer of the Issuer, and Mr. Hus wife, who is also an employee of the Issuer.
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Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person:
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Not applicable
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Item 8.
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Identification and Classification of Members of The Group:
|
Not applicable
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|
|
Item 9.
|
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Notice of Dissolution of Group:
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Not applicable
Not applicable
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CUSIP No.
|
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G2352K 108
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Page
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12
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of
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12
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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: January 13, 2009
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Yinan Hu
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/s/ Yinan Hu
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Yinan Hu
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China United Financial Services Holdings Limited
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By:
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/s/ Yinan Hu
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Name:
|
Yinan Hu
|
|
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Title:
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Director
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|
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CAA Holdings Company Limited
|
By:
|
/s/ Yinan Hu
|
|
|
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Name:
|
Yinan Hu
|
|
|
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Title:
|
Director
|
|
|
|
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|
Kingsford Resources Limited
|
By:
|
/s/ Yinan Hu
|
|
|
|
Name:
|
Yinan Hu
|
|
|
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Title:
|
Director
|
|
|
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High Rank Investments Limited
|
By:
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/s/ Qiuping Lai
|
|
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Name:
|
Qiuping Lai
|
|
|
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Title:
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Director
|
|
|
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|
Qiuping Lai
|
/s/ Qiuping Lai
|
|
|
Qiuping Lai
|
|
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|
|
LIST OF EXHIBITS
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
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|
|
99.1
|
|
|
Joint Filing Agreement
|
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