- Amended Statement of Ownership (SC 13G/A)
February 11 2011 - 6:54AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information to be Included in Statements Filed Pursuant to §240.13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to §240.13d-2.
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CNinsure Inc.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G2352K 108
(CUSIP Number)
December 31, 2010
(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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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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219,441,430
1
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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219,441,430
1
ordinary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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219,441,430 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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21.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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1
Including (i) 208,121,430 ordinary shares of the issuer, and (ii) 11,320,000 ordinary shares of the issuer in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.
Page 2 of 9 Pages
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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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219,441,430
2
ordinary shares. High Rank Investments Limited may also be deemed to have sole voting power with respect to the above shares. (See Item 4)
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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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219,441,430
2
ordinary shares. High Rank Investments Limited may also be deemed to have sole dispositive power with respect to the above shares. (See Item 4)
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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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219,441,430 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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21.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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2
Including (i) 208,121,430 ordinary shares of the issuer, and (ii) 11,320,000 ordinary shares of the issuer in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.
Page 3 of 9 Pages
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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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219,441,430
3
ordinary shares. Kingsford Resources Limited may also be deemed to have sole voting power with respect to the above shares. (See Item 4)
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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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219,441,430
3
ordinary shares. Kingsford Resources Limited may also be deemed to have sole dispositive power with respect to the above shares. (See Item 4)
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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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|
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219,441,430 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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21.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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3
Including (i) 208,121,430 ordinary shares of the issuer, and (ii) 11,320,000 ordinary shares of the issuer in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.
Page 4 of 9 Pages
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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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219,441,430
4
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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219,441,430
4
ordinary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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219,441,430 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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21.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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4
Including (i) 208,121,430 ordinary shares of the issuer, and (ii) 11,320,000 ordinary shares of the issuer in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.
Page 5 of 9 Pages
Item 1(a). Name of Issuer:
CNinsure Inc.
Item 1(b). Address of Issuers Principal Executive Offices:
22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
Peoples Republic of China
Item 2(a). Name of Person Filing:
Yinan Hu
Kingsford Resources Limited
High Rank Investments Limited
Qiuping Lai
Item 2(b). Address of Principal Business Office or, if None, Residence:
Yinan Hu
Kingsford Resources Limited
High Rank Investments Limited
c/o Yinan Hu
CNinsure Inc.
22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
Peoples Republic of China
Qiuping Lai
CNinsure Inc.
22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
Peoples Republic of China
Item 2(c) Citizenship:
Yinan Hu Peoples Republic of China
Kingsford Resources Limited British Virgin Islands
High Rank Investments Limited British Virgin Islands
Qiuping Lai Peoples Republic of China
Page 6 of 9 Pages
Item 2(d). Title of Class of Securities:
Ordinary Shares
Item 2(e). CUSIP Number:
G2352K 108
Item 3. Not Applicable
Item 4. Ownership:
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, 2010:
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Shared
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Sole power to
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Sole power
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power to
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dispose or to
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Shared power
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Amount
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to vote or
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vote or to
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direct the
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to dispose or to
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beneficially
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Percent
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direct the
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direct
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disposition
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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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the vote:
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of:
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disposition of:
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Yinan Hu
(1)
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219,441,430
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21.7
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%
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0
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219,441,430
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0
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219,441,430
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Kingsford Resources
Limited
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219,441,430
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21.7
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%
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219,441,430
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0
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219,441,430
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0
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High Rank Investments
Limited
(2)
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219,441,430
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21.7
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%
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219,441,430
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0
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219,441,430
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0
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Qiuping Lai
(3)
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219,441,430
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21.7
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%
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0
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219,441,430
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0
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219,441,430
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(1)
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The 219,441,430 ordinary shares of the issuer beneficially
owned by Yinan Hu consist of 219,441,430 ordinary shares, including 11,320,000
ordinary shares in the form of American Depositary Shares, each representing 20
ordinary shares of the issuer, directly held by Kingsford Resources Limited
(
Kingsford
). Approximately 93.3% 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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Page 7 of 9 Pages
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(2)
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High Rank owns approximately 93.3% 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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(3)
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Qiuping Lai owns approximately 12.4% of the total outstanding
shares of High Rank, which in turn holds 93.3% of the total outstanding shares
of Kingsford. 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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Item 5. Ownership of Five Percent or less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Better Rise Investment Limited (
Better Rise
) owns approximately 6.7% of the total
outstanding shares of Kingsford, which holds approximately 21.7% 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 1.5% 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.
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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
Item 8. Identification and Classification of Members of The Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
Not applicable
Page 8 of 9 Pages
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.
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Dated: February 11, 2011
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Yinan Hu
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/s/ Yinan Hu
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Yinan Hu
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Kingsford Resources Limited
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By:
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/s/ Yinan Hu
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Name:
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Yinan Hu
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Title:
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Director
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High Rank Investments Limited
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By:
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/s/ Qiuping Lai
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Name:
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Qiuping Lai
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Title:
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Director
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Qiuping Lai
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/s/ Qiuping Lai
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Qiuping Lai
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Page 9 of 9 Pages
LIST OF EXHIBITS
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Exhibit No.
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Description
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99.1
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Joint Filing Agreement
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