0000950123-11-099625.txt : 20111121 0000950123-11-099625.hdr.sgml : 20111121 20111121064403 ACCESSION NUMBER: 0000950123-11-099625 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111121 DATE AS OF CHANGE: 20111121 GROUP MEMBERS: CDH CHINA GROWTH CAPITAL FUND II, L.P. GROUP MEMBERS: CDH CHINA GROWTH CAPITAL HOLDINGS CO LTD GROUP MEMBERS: CDH INSERVICE LTD GROUP MEMBERS: CHINA DIAMOND HOLDINGS CO LTD GROUP MEMBERS: CHINA DIAMOND HOLDINGS III LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CNINSURE INC. CENTRAL INDEX KEY: 0001413855 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83564 FILM NUMBER: 111217732 BUSINESS ADDRESS: STREET 1: 21/F, YINHAI BUILDING STREET 2: NO. 299 YANJIANG ZHONG ROAD CITY: GUANGZHOU STATE: F4 ZIP: 510110 BUSINESS PHONE: (86-20) 6122-2777 MAIL ADDRESS: STREET 1: 21/F, YINHAI BUILDING STREET 2: NO. 299 YANJIANG ZHONG ROAD CITY: GUANGZHOU STATE: F4 ZIP: 510110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CDH INSERVICE LTD CENTRAL INDEX KEY: 0001426074 IRS NUMBER: 980494942 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CDH INVESTMENT ADVISORY PRIVATE LTD STREET 2: LEVEL 30, SIX BATTERY ROAD CITY: SINGAPORE STATE: U0 ZIP: 049909 BUSINESS PHONE: (65) 6550 9708 MAIL ADDRESS: STREET 1: C/O CDH INVESTMENT ADVISORY PRIVATE LTD STREET 2: LEVEL 30, SIX BATTERY ROAD CITY: SINGAPORE STATE: U0 ZIP: 049909 SC 13D/A 1 c25057sc13dza.htm SCHEDULE 13D/AMENDMENT NO. 5 SCHEDULE 13D/AMENDMENT NO. 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

CNinsure Inc.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G2352K 108**
(CUSIP Number)
     
Kiang Hua Lew   With a copy to:
CDH Inservice Limited
1503 International Commerce Center,
1 Austin Road West,
Kowloon, Hong Kong
+852-3518-8000 		  Kathryn King Sudol
Simpson Thacher & Bartlett LLP
ICBC Tower, 3 Garden Road, 35th Floor
Hong Kong
+852-2514-7622
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 18, 2011
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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.

** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing 20 ordinary shares. No CUSIP has been assigned to the ordinary shares.

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 
  

 

           
1   NAMES OF REPORTING PERSONS

CDH Inservice Limited
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British Virgin Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   163,301,9801 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have sole voting power with respect to such shares.
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   163,301,9801 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have sole dispositive power with respect to such shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  163,301,9801
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  16.28%2
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
1 Including (i) 91,600,000 ordinary shares of the issuer and (ii) 71,701,980 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.
2 Based on 1,003,270,326 ordinary shares outstanding as of April 8, 2011 according to the issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2010.

 

                     
CUSIP No.
  
G2352K 108 
  

 

           
1   NAMES OF REPORTING PERSONS

CDH China Growth Capital Fund II, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   163,301,9803 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have sole voting power with respect to such shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   163,301,9803 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have sole dispositive power with respect to such shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  163,301,9803
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  16.28%4
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
3 Including (i) 91,600,000 ordinary shares of the issuer and (ii) 71,701,980 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.
4 Based on 1,003,270,326 ordinary shares outstanding as of April 8, 2011 according to the issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2010.

 

                     
CUSIP No.
  
G2352K 108 
  

 

           
1   NAMES OF REPORTING PERSONS

CDH China Growth Capital Holdings Company Limited
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   163,301,9805 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have sole voting power with respect to such shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   163,301,9805 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have sole dispositive power with respect to such shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  163,301,9805
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  16.28%6
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
5 Including (i) 91,600,000 ordinary shares of the issuer and (ii) 71,701,980 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.
6 Based on 1,003,270,326 ordinary shares outstanding as of April 8, 2011 according to the issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2010.

 

                     
CUSIP No.
  
G2352K 108 
  

 

           
1   NAMES OF REPORTING PERSONS

China Diamond Holdings III Limited
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British Virgin Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   163,301,9807 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have sole voting power with respect to such shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   163,301,9807 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have solve dispositive power with respect to such shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  163,301,9807
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  16.28%8
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
7 Including (i) 91,600,000 ordinary shares of the issuer and (ii) 71,701,980 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.
8 Based on 1,003,270,326 ordinary shares outstanding as of April 8, 2011 according to the issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2010.

 

                     
CUSIP No.
  
G2352K 108 
  

 

           
1   NAMES OF REPORTING PERSONS

China Diamond Holdings Company Limited
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British Virgin Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   163,301,9809 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have sole voting power with respect to such shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   163,301,9809 ordinary shares. Each of the other Reporting Persons described herein may also be deemed to have solve dispositive power with respect to such shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  163,301,9809
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  16.28%10
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
9 Including (i) 91,600,000 ordinary shares of the issuer and (ii) 71,701,980 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.
10 Based on 1,003,270,326 ordinary shares outstanding as of April 8, 2011 according to the issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2010.

 

This Amendment No. 5 on Schedule 13D/A (this “Amendment No. 5”) amends that certain Schedule 13D previously filed with the Securities and Exchange Commission on May 16, 2011, as amended on September 15, 2011, October 4, 2011, October 25, 2011 and November 4, 2011(the “Schedule 13D”), relating to ordinary shares, US$0.001 par value per share (the “Ordinary Shares”), of CNinsure Inc., a Cayman Islands exempted company with limited liability (the “Issuer”). The Ordinary Shares are represented by American Depositary Shares (“ADSs”), each ADS representing 20 Ordinary Shares. The Issuer’s ADSs are listed on the NASDAQ Global Select Market under the symbol “CISG”.
This Amendment No. 5 is being filed jointly on behalf of CDH Inservice Limited (“CDH Inservice”), CDH China Growth Capital Fund II, L.P. (“CDH Fund II”), CDH China Growth Capital Holdings Company Limited, China Diamond Holdings III Limited and China Diamond Holdings Company Limited (each a “Reporting Person”).
Unless otherwise stated in this Amendment No. 5, the Schedule 13D remains in full force and effect. Terms used therein and not defined herein have the meanings ascribed thereto in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
The first sentence of Item 5(a) and (b) is hereby amended and restated as follows:
(a) and (b) As of November 18, 2011, CDH Inservice was the record owner of 163,301,980 Ordinary Shares of the Issuer, consisting of (i) 91,600,000 Ordinary Shares and (ii) 71,701,980 Ordinary Shares in the form of ADSs.
Item 5(c) is hereby amended and supplemented by adding the following at the end thereof:
(c) Since Amendment No. 4 to the Schedule 13D was filed on November 4, 2011, the Reporting Persons purchased the following number of ADSs representing Ordinary Shares pursuant to the 10b5-1 Plan:
                     
                Average Price per
Entity   Trade Date   Number of ADSs     ADS  
CDH Inservice
   November 4, 2011     81,195     US$ 7.7578  
CDH Inservice
   November 7, 2011     65,884     US$ 8.0301  
CDH Inservice
   November 8, 2011     78,465     US$ 7.9217  
CDH Inservice
   November 9, 2011     62,120     US$ 8.1276  
CDH Inservice
   November 10, 2011     16,900     US$ 7.6010  
CDH Inservice
   November 11, 2011     9,000     US$ 7.9828  
CDH Inservice
   November 14, 2011     33,700     US$ 7.8151  
CDH Inservice
   November 15, 2011     18,900     US$ 7.5903  
CDH Inservice
   November 16, 2011     48,000     US$ 7.5456  
CDH Inservice
   November 17, 2011     63,500     US$ 7.5152  
CDH Inservice
   November 18, 2011     76,100     US$ 7.5227  

 

 

SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: November 21, 2011
CDH Inservice Limited
         
By:
  /s/ Kiang Hua Lew
 
Name: Kiang Hua Lew 		   
 
  Title:   Director    
CDH China Growth Capital Fund II, L.P.
By: CDH China Growth Capital Holdings Company Limited, its General Partner
         
By:
  /s/ Shangzhi Wu
 
Name: Shangzhi Wu 		   
 
  Title:   Director    
CDH China Growth Capital Holdings Company Limited
         
By:
  /s/ Shangzhi Wu
 
Name: Shangzhi Wu 		   
 
  Title:   Director    
China Diamond Holdings III Limited
         
By:
  /s/ Shangzhi Wu
 
Name: Shangzhi Wu 		   
 
  Title:   Director    
China Diamond Holdings Company Limited
         
By:
  /s/ Shangzhi Wu
 
Name: Shangzhi Wu 		   
 
  Title:   Director