Amended Statement of Ownership (sc 13g/a)
January 22 2013 - 6:05AM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
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. 5)*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(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
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person's 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.
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).
CUSIP No. G2352K 108
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1
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Name of Reporting Person
Yinan Hu
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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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
Peoples Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
10,070,000 ordinary shares
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6
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Shared Voting Power
183,198,110 ordinary shares
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7
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Sole Dispositive Power
10,070,000 ordinary shares
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8
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Shared Dispositive Power
183,198,110 ordinary shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
193,268,110 ordinary shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o
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11
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Percent of Class Represented by Amount in Row 9
19.3%
1
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12
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Type of Reporting Person
IN
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1 Based on a total of 998,861,526 outstanding ordinary shares of the Issuer as of December 31, 2012
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2
CUSIP No. G2352K 108
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1
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Name of Reporting Person
Sea Synergy Limited
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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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
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Sole Voting Power
183,198,110 ordinary shares
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
183,198,110 ordinary shares
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
183,198,110 ordinary shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o
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11
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Percent of Class Represented by Amount in Row 9
18.3
%
2
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12
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Type of Reporting Person
CO
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2 Based on a total of 998,861,526 outstanding ordinary shares of the Issuer as of December 31, 2012
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3
Item 1(a).
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Name of Issuer:
CNinsure Inc. (the
Issuer
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Item 1(b).
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Address of Issuers Principal Executive Offices:
2
2
/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:
Yinan Hu
Sea Synergy Limited
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
Yinan Hu
Sea Synergy Limited
CNinsure Inc.
2
2
/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
Peoples Republic of China
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Item 2(c)
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Citizenship:
Yinan Hu Peoples Republic of China
Sea Synergy Limited -
British Virgin Islands
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Item 2(d).
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Title of Class of Securities:
Ordinary Shares
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Item 2(e).
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CUSIP Number:
G2352K 108
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Item 3.
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Not Applicable
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4
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
, 20
12
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Reporting Person
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Amount
beneficially
owned:
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Percent of
class:
(2)
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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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Yinan Hu
(1)
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193,268,110
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19.3
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%
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10,070,000
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183,198,110
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10,070,000
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183,198,110
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Sea Synergy Limited
(1)
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183,198,110
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18.3
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%
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183,198,110
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0
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183,198,110
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0
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(1)
The
193,268,110
ordinary shares of the Issuer beneficially owned by Yinan Hu consist of 183,198,110
ordinary shares that are directly held by
Sea Synergy Limited
(
Sea Synergy
)
and 10,070,000 ordinary shares in the form of American Depositary Shares that were acquired by Mr. Hu on the open market
.
Mr. Hu and his wife,
Hui Li
, hold approximately
98
.6% and 1.4%, respectively, of the total outstanding shares of
Sea Synergy
.
Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the
Exchange Act
), Mr. Hu may be deemed to beneficially own all of the ordinary shares of the Issuer held by
Sea Synergy
. Mr. Hu disclaims beneficial ownership of all of the ordinary shares of the Issuer held by
Sea Synergy
except to the extent of his pecuniary interest therein.
54,959,433 of the ordinary shares beneficially owned by Mr. Hu through Sea Synergy are currently pledged under a loan from an individual. The loan was entered into in November 2012 and has a term of one year. Mr. Hu intends to use the loan to purchase stock of the Issuer on the open market from time to time.
(2)
Based on a total of 998,861,526 outstanding ordinary shares of the Issuer as of December 31, 2012.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable
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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:
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Not applicable
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Item 9.
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Notice of Dissolution of 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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5
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 22, 201
3
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Yinan Hu
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/s/ Yinan Hu
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Yinan Hu
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Sea Synergy 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:
Chairman
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[Signature Page to Schedule 13G - CNinsure]
6
LIST OF EXHIBITS
Exhibit No.
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Description
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99.1
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Joint Filing Agreement
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7
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