UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 20-F/A
AMENDMENT NO. 1
(Mark One)
|
|
|
|
|
o
|
|
Registration statement pursuant to Section 12(b) or 12(g) of the Securities
Exchange Act of 1934
|
or
|
|
|
|
|
þ
|
|
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
For the fiscal year ended December 31, 2009.
or
|
|
|
|
|
o
|
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
For the transition period from
to
or
|
|
|
|
|
o
|
|
Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
|
Date of event requiring this shell company report
Commission file number: 001-33768
CNINSURE INC.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China
(Address of principal executive offices)
Peng Ge, Chief Financial Officer
Tel: +86 20 6122-2777
E-mail: gepeng@cninsure.net
Fax: +86 20 6126-2893
22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
|
|
|
|
Ordinary shares, par value US$0.001 per share*
American depositary shares, each representing
20 ordinary shares
|
|
The NASDAQ Stock Market LLC
(The NASDAQ Global Select Market)
|
|
*
|
|
Not for trading, but only in connection with the listing on The NASDAQ
Global Select Market of American depositary shares, each representing 20
ordinary shares.
|
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common
stock as of the close of the period covered by the annual report.
912,497,726 ordinary shares, par value US$0.001 per share as of December 31, 2009
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
Yes
þ
No
o
If this report is an annual or transition report, indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934. Yes
o
No
þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
þ
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes
o
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated
filer” in Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer
o
|
|
Accelerated filer
þ
|
|
Non-accelerated filer
o
|
Indicate by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:
U.S. GAAP
þ
International Financial Reporting Standards as issued by the International Accounting
Standards Board
o
Other
o
If “Other” has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow. Item 17
o
Item 18
o
If this is an annual report, indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
þ
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes
o
No
o
EXPLANATORY NOTE
This Amendment No. 1 to our Annual Report on Form 20-F for the fiscal year ended December 31,
2009, filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 7, 2010 (the
“Original Report”), is being filed solely to amend the disclosure regarding our corporate governance
practices in “Item 16G—Corporate Governance.” The relevant disclosure has been amended to clarify that we followed
home country practice in lieu of NASDAQ Stock Market Rules with respect to annual shareholder meetings in 2009. We
hereby replace the section entitled “Item 16G—Corporate Governance” on page 99 of the Original Report in its entirety with the amended
section included in this Amendment No. 1.
We are including in this Amendment No. 1 currently-dated certifications by our principal
executive officer and our principal financial officer. Other than the foregoing section, no part of
the Original Report is being amended. Accordingly, this Amendment No. 1 does not include any
unchanged portions of the Original Report and does not modify or update the disclosure therein in
any way other than as discussed above. As a result, this Amendment No. 1 continues to speak as of
May 7, 2010, except for the certifications referenced above, which speak as of the filing date of
this Amendment No. 1.
-2-
Item 16G. Corporate Governance
NASDAQ Stock Market Rule 5620(a) requires each issuer to hold an annual meeting of
shareholders no later than one year after the end of the issuer’s fiscal year-end. However, NASDAQ
Stock Market Rule 5615(a)(3) permits foreign private issuers like us to follow “home country
practice” in certain corporate governance matters. Maples and Calder, our Cayman Islands counsel,
has provided a letter to the NASDAQ Stock Market certifying that under Cayman Islands law, we are
not required to hold annual shareholder meetings every year. We follow home country practice with
respect to annual meetings and did not hold an annual meeting of shareholders in 2009. We may,
however, hold annual shareholder meetings in the future if there are significant issues that
require shareholders’ approvals.
Other than the annual meeting practice described above, there are no significant differences
between our corporate governance practices and those followed by U.S. domestic companies under
NASDAQ Stock Market Rules.
Item 19. Exhibits
|
|
|
|
|
|
|
Exhibit
|
|
|
|
Number
|
|
Description of Document
|
|
|
1.1
|
|
|
Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.2 of our F-1 registration statement (File No. 333-146605), as amended, initially filed with the Commission on October 10, 2007)
|
|
|
|
|
|
|
|
|
1.2
|
|
|
Amendments to the Articles of Association adopted by the shareholders of the Registrant on December 18, 2008 (incorporated by reference to Exhibit 99.2 of our report on Form 6-K furnished to the Commission on December 22, 2008)
|
|
|
|
|
|
|
|
|
2.1
|
|
|
Registrant’s Specimen American Depositary Receipt (incorporated by reference to Exhibit 4.1 of our F-1 registration statement (File No. 333-146605), as amended, initially filed with the Commission on October 10, 2007)
|
|
|
|
|
|
|
|
|
2.2
|
|
|
Registrant’s Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.2 of our F-1 registration statement (File No. 333-146605), as amended, initially filed with the Commission on October 10, 2007)
|
|
|
|
|
|
|
|
|
2.3
|
|
|
Form of Deposit Agreement among the Registrant, the depositary and holder of the American Depositary Receipts (incorporated by reference to Exhibit 4.3 of our F-1 registration statement (File No. 333-146605), as amended, initially filed with the Commission on October 10, 2007)
|
|
|
|
|
|
|
|
|
4.1
|
|
|
2007 Share Incentive Plan (as amended and restated effective December 18, 2008) (incorporated by reference to Exhibit 99.3 of our report on Form 6-K furnished to the Commission on December 22, 2008)
|
|
|
|
|
|
|
|
|
4.2
|
|
|
Form of Indemnification Agreement with the Registrant’s directors and officers (incorporated by reference to Exhibit 10.3 of our F-1 registration statement (File No. 333-146605), as amended, initially filed with the Commission on October 10, 2007)
|
|
|
|
|
|
|
|
|
4.3
|
|
|
Form of Director Agreement with Independent Directors of the Registrant (incorporated by reference to Exhibit 10.4 of our F-1 registration statement (File No. 333-146605), as amended, initially filed with the Commission on October 10, 2007)
|
|
|
|
|
|
|
|
|
4.4
|
|
|
Form of Employment Agreement between the Registrant and an Executive Officer of the Registrant (incorporated by reference to Exhibit 4.4 of our annual report on Form 20-F filed with the Commission on May 15, 2009)
|
|
|
|
|
|
|
|
|
4.5
|
|
|
English translation of Form of Loan Agreement between Fanhua Xinlian Information Technology Consulting (Shenzhen) Co., Ltd. (previously known as Yiqiman Enterprise Management Consulting (Shenzhen) Co., Ltd.) and each shareholder of Guangdong Meidiya Investment Co., Ltd. (or Sichuan Yihe Investment Co., Ltd.) (incorporated by reference to Exhibit 10.6 of our F-1 registration statement (File No. 333-146605),
as amended, initially filed with the Commission on October 10, 2007)
|
-3-