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AIFU Inc. Major Shareholding Notification 2010

Jan 20, 2010

34417_mrq_2010-01-20_cbf9eaf8-c735-4726-8e16-4ed83df9b8a8.zip

Major Shareholding Notification

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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. 2)*

CNinsure Inc.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G2352K 108

(CUSIP Number)

December 31, 2009

(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 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 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. G2352K 108 Page 2 of 9

1 NAMES OF REPORTING PERSONS Yinan Hu
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 236,121,393 1 ordinary shares
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH: 8 SHARED DISPOSITIVE POWER
236,121,393 1 ordinary shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
236,121,393 ordinary shares
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

1 Including (i) 216,121,393 ordinary shares of the issuer, and (ii) 20,000,000 ordinary shares of the issuer in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.

2

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CUSIP No. G2352K 108 Page 3 of 9

1 NAMES OF REPORTING PERSONS Kingsford Resources Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
5 SOLE VOTING POWER
NUMBER OF 236,121,393 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)
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 236,121,393 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)
WITH: 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
236,121,393 ordinary shares
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

2 Including (i) 216,121,393 ordinary shares of the issuer, and (ii) 20,000,000 ordinary shares of the issuer in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.

3

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CUSIP No. G2352K 108 Page 4 of 9

1 NAMES OF REPORTING PERSONS High Rank Investments Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
5 SOLE VOTING POWER
NUMBER OF 236,121,393 3 ordinary shares. Kingsford Resources Limited may also be deemed to have sole voting power with respect to the above shares. (See Item 4)
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 236,121,393 3 ordinary shares. Kingsford Resources Limited may also be deemed to have sole dispositive power with respect to the above shares. (See Item 4)
WITH: 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
236,121,393 ordinary shares
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

3 Including (i) 216,121,393 ordinary shares of the issuer, and (ii) 20,000,000 ordinary shares of the issuer in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.

4

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CUSIP No. G2352K 108 Page 5 of 9

1 NAMES OF REPORTING PERSONS Qiuping Lai
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 236,121,393 4 ordinary shares
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH: 8 SHARED DISPOSITIVE POWER
236,121,393 4 ordinary shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
236,121,393 ordinary shares
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

4 Including (i) 216,121,393 ordinary shares of the issuer, and (ii) 20,000,000 ordinary shares of the issuer in the form of American Depositary Shares, each representing 20 ordinary shares of the issuer.

5

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CUSIP No. G2352K 108 Page 6 of 9

Item 1(a). Name of Issuer:
CNinsure Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
21/F, Yinhai Building No. 299 Yanjiang Zhong Road Guangzhou, Guangdong 510110 People’s 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. 21/F, Yinhai Building No. 299 Yanjiang Zhong Road Guangzhou, Guangdong 510110 People’s Republic of China
Qiuping Lai CNinsure Inc. 21/F, Yinhai Building No. 299 Yanjiang Zhong Road Guangzhou, Guangdong 510110 People’s Republic of China
Item 2(c) Citizenship:
Yinan Hu — People’s Republic of China Kingsford Resources Limited — British Virgin Islands High Rank Investments Limited — British Virgin Islands Qiuping Lai — People’s Republic of China

Folio /Folio

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CUSIP No. G2352K 108 Page 7 of 9

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, 2009:
Amount Sole power — to vote or Shared power — to vote or Sole power to — dispose or to Shared power to — dispose or to
beneficially Percent direct the to direct the direct the direct the
Reporting Person owned: of class: vote: vote: disposition of: disposition of:
Yinan Hu (1) 236,121,393 25.9 % 0 236,121,393 0 236,121,393
Kingsford Resources
Limited 236,121,393 25.9 % 236,121,393 0 236,121,393 0
High Rank Investments
Limited (2) 236,121,393 25.9 % 236,121,393 0 236,121,393 0
Qiuping Lai (3) 236,121,393 25.9 % 0 236,121,393 0 236,121,393

| (1) | The 236,121,393 ordinary shares of the issuer beneficially
owned by Yinan Hu consist of 236,121,393 ordinary shares, including 20,000,000
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. |
| --- | --- |
| (2) | 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. |

Folio /Folio

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CUSIP No. G2352K 108 Page 8 of 9

(3) 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.

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 25.9% 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 1.7% 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. Hu’s wife, who is also an
employee of the issuer.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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

Folio /Folio

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CUSIP No. G2352K 108 Page 9 of 9

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 20, 2010

Yinan Hu /s/ Yinan Hu
Yinan Hu
Kingsford Resources Limited By: /s/ Yinan Hu
Name: Yinan Hu
Title: Director
High Rank Investments Limited By: /s/ Qiuping Lai
Name: Qiuping Lai
Title: Director
Qiuping Lai /s/ Qiuping Lai
Qiuping Lai

Folio /Folio

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LIST OF EXHIBITS

Exhibit No. Description
99.1 Joint Filing Agreement

Folio /Folio