AIFU Inc. — Major Shareholding Notification 2010

Feb 12, 2010

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

CNinsure Inc.

(Name of Issuer)

Ordinary Shares, $0.0001 par value

(Title of Class Securities)

G2352K108

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing 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)

x 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).

| CUSIP
No. G2352K108 — 1 | Name
of Reporting Person. Cathay
Auto Services Limited | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) x | |
| 3 | SEC
Use Only | |
| 4 | Citizenship
or Place of Organization British
Virgin Islands | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
With | 5 | Sole
Voting Power 120,705,286 |
| | 6 | Shared
Voting Power 0 |
| | 7 | Sole
Dispositive Power 120,705,286 |
| | 8 | Shared
Dispositive Power 0 |
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 120,705,286 | |
| 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) 13.2% | |
| 12 | Type
of Reporting Person (See Instructions) CO | |

| CUSIP
No. G2352K108 — 1 | Name
of Reporting Person. Cathay
Investment Fund, Ltd. | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) x | |
| 3 | SEC
Use Only | |
| 4 | Citizenship
or Place of Organization Cayman
Islands | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
With | 5 | Sole
Voting Power 133,965,186 |
| | 6 | Shared
Voting Power 0 |
| | 7 | Sole
Dispositive Power 133,965,186 |
| | 8 | Shared
Dispositive Power 0 |
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 133,965,186 1 | |
| 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) 14.7% | |
| 12 | Type
of Reporting Person (See Instructions) CO | |

1 Including (i) 120,705,286 ordinary shares of the Issuer and (ii) 13,259,900 ordinary shares of the Issuer in the form of American Depositary Shares, each representing 20 ordinary shares of the Issuer.

| CUSIP
No. G2352K108 — 1 | Name
of Reporting Person. New
China Investment Management, Inc. | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) x | |
| 3 | SEC
Use Only | |
| 4 | Citizenship
or Place of Organization Delaware | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
With | 5 | Sole
Voting Power 133,965,186 |
| | 6 | Shared
Voting Power 0 |
| | 7 | Sole
Dispositive Power 133,965,186 |
| | 8 | Shared
Dispositive Power 0 |
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 133,965,186 2 | |
| 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) 14.7% | |
| 12 | Type
of Reporting Person (See Instructions) CO | |

2 Including (i) 120,705,286 ordinary shares of the Issuer and (ii) 13,259,900 ordinary shares of the Issuer in the form of American Depositary Shares, each representing 20 ordinary shares of the Issuer.

| CUSIP
No. G2352K108 — 1 | Name
of Reporting Person. S.
Donald Sussman | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) x | |
| 3 | SEC
Use Only | |
| 4 | Citizenship
or Place of Organization United
States | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
With | 5 | Sole
Voting Power 1,711,260 3 |
| | 6 | Shared
Voting Power 140,233,026 4 |
| | 7 | Sole
Dispositive Power 1,711,260 |
| | 8 | Shared
Dispositive Power 140,233,026 |
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 141,944,286 | |
| 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) 15.6% | |
| 12 | Type
of Reporting Person (See Instructions) IN | |

3 Represented by American Depositary Shares, each representing 20 ordinary shares of the Issuer.

4 Including (i) 120,705,286 ordinary shares of the Issuer and (ii) 19,527,740 ordinary shares of the Issuer in the form of American Depositary Shares, each representing 20 ordinary shares of the Issuer.

| CUSIP
No. G2352K108 — 1 | Name
of Reporting Person. Paul
S. Wolansky | |
| --- | --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) x | |
| 3 | SEC
Use Only | |
| 4 | Citizenship
or Place of Organization United
States | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
With | 5 | Sole
Voting Power 312,000 5 |
| | 6 | Shared
Voting Power 133,965,186 6 |
| | 7 | Sole
Dispositive Power 312,000 |
| | 8 | Shared
Dispositive Power 133,965,186 |
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 134,277,186 | |
| 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) 14.7% | |
| 12 | Type
of Reporting Person (See Instructions) IN | |

5 Represented by American Depositary Shares, each representing 20 ordinary shares of the Issuer.

6 Including (i) 120,705,286 ordinary shares of the Issuer and (ii) 13,259,900 ordinary shares of the Issuer in the form of American Depositary Shares, each representing 20 ordinary shares of the Issuer.

| Item
1. | (a) | Name
of Issuer: |
| --- | --- | --- |
| | | CNinsure
Inc. |
| | (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: |
| | | Cathay
Auto Services Limited |
| | | Cathay
Investment Fund, Ltd. |
| | | New
China Investment Management, Inc. |
| | | S.
Donald Sussman |
| | | Paul
S. Wolansky |
| | (b) | Address
of Principal Business Office, or if None, Residence: |
| | | Cathay
Auto Services Limited |
| | | 14 th Floor, St. John’s Bldg. |
| | | 33
Garden Road |
| | | Hong
Kong |
| | | Cathay
Investment Fund, Ltd. |
| | | New
China Investment Management, Inc. |
| | | Paul
S. Wolansky |
| | | One
Dock Street |
| | | Stamford,
CT 06902 |
| | | S.
Donald Sussman |
| | | 6100
Red Hook Quarters, Suite C1-C6 |
| | | St.
Thomas, United States Virgin Islands 00802-1348 |
| | (c) | Citizenship: |
| | | Cathay
Auto Services Limited – British Virgin Islands |
| | | Cathay
Investment Fund, Ltd. – Cayman Islands |
| | | New
China Investment Management, Inc. – Delaware |
| | | S.
Donald Sussman – United States |
| | | Paul
S. Wolansky – United States |
| | (d) | Title
of Class of Securities: |
| | | Ordinary
Shares |
| | (e) | CUSIP
Number: |
| | | G2352K108 |
| 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:

| Reporting
Person | Amount
beneficially owned: | Percent
of class: | Sole
power to vote or direct the vote: | Shared
power to vote or to direct the
vote: | Sole
power to dispose or to direct the disposition of: | Shared
power to dispose or to direct the disposition of: |
| --- | --- | --- | --- | --- | --- | --- |
| Cathay
Auto Services Limited (1) | 120,705,286 | 13.2% | 120,705,286 | 0 | 120,705,286 | 0 |
| Cathay
Investment Fund, Ltd. (2) | 133,965,186 | 14.7% | 133,965,186 | 0 | 133,965,186 | 0 |
| New
China Investment Management, Inc. (3) | 133,965,186 | 14.7% | 133,965,186 | 0 | 133,965,186 | 0 |
| S.
Donald Sussman (4) | 141,944,286 | 15.6% | 1,711,260 | 140,233,026 | 1,711,260 | 140,233,026 |
| Paul
S. Wolansky (5) | 134,277,186 | 14.7% | 312,000 | 133,965,186 | 312,000 | 133,965,186 |

(1) Cathay Auto Services Limited (“ Cathay Auto ”) is the record owner of 120,705,286 ordinary shares of the Issuer. In September 2008, China United Financial Services Holdings Limited distributed all of the 208,199,680 ordinary shares of the Issuer it then held to its shareholders, including Cathay Auto, on a pro rata basis. After such distribution, Cathay Auto owned 160,705,286 shares of the Issuer. In October 2009, Cathay Auto converted 40,000,000 ordinary shares into 2 million American Depositary Shares, each representing 20 ordinary shares of the Issuer, and in connection with this conversion such American Depositary Shares were registered in the name of Cathay Auto’s sole shareholder, Cathay Investment Fund, Ltd. (“ CIF ”).

(2) The 133,965,186 ordinary shares of the Issuer beneficially owned by CIF consist of (i) 13,259,900 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares, directly held by CIF and (ii) 120,705,286 ordinary shares directly held by Cathay Auto. In connection with the conversion of ordinary shares of the Issuer to American Depositary Shares described in Note (1) above, 40,000,000 ordinary shares (in the form of American Depositary Shares, each representing 20 ordinary shares) were registered in the name of CIF. CIF subsequently sold 1,337,005 American Depositary Shares, representing 26,740,100 ordinary shares of the Issuer. CIF owns 100% of the total outstanding shares of Cathay Auto. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the rules promulgated thereunder, CIF may be deemed to beneficially own all of the ordinary shares of the issuer held by Cathay Auto.

(3) New China Investment Management, Inc. (“ New China ”), as the investment manager of CIF, has the power to direct the voting and disposition of shares directly and indirectly held by CIF. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, New China may be deemed to beneficially own all of the ordinary shares of the issuer held by CIF and Cathay Auto.

(4) The 141,944,286 ordinary shares of the Issuer beneficially owned by S. Donald Sussman consist of (i) 1,711,260 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares, directly held by Mr. Sussman, (ii) 6,267,840 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares, held by a grantor retained annuity trust (the “ GRAT ”) of which Mr. Sussman is a co-trustee, (iii) 120,705,286 ordinary shares directly held by Cathay Auto and (iv) 13,259,900 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares, directly held by CIF. Mr. Sussman owns 50% of the total outstanding shares of New China. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Mr. Sussman may be deemed to beneficially own all of the ordinary shares of the issuer held by Cathay Auto, CIF and the GRAT. Mr. Sussman disclaims beneficial ownership of all of the ordinary shares of the issuer held by Cathay Auto and CIF except to the extent of his pecuniary interest therein.

(5) The 134,277,186 ordinary shares of the Issuer beneficially owned by Paul S. Wolansky consist of (i) 312,000 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares, directly held by Mr. Wolansky, (ii) 120,705,286 ordinary shares directly held by Cathay Auto and (iii) 13,259,900 ordinary shares in the form of American Depositary Shares, each representing 20 ordinary shares, directly held by CIF. Mr. Wolansky owns 50% of the total outstanding shares of New China. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Mr. Wolansky may be deemed to beneficially own all of the ordinary shares of the issuer held by Cathay Auto and CIF. Mr. Wolansky disclaims beneficial ownership of all of the ordinary shares of the issuer held by Cathay Auto and CIF 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. |
| | Not
applicable. |
| Item
7. | Identification
and Classification of the Subsidiary which Acquired the Security Being
Reported on By the Parent Holding Company. |
| | 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. |

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: February 11, 2010

| CATHAY
AUTO SERVICES LIMITED | |
| --- | --- |
| By: | /s/Paul
S. Wolansky |
| Name: | Paul
S. Wolansky |
| Title: | Director |
| CATHAY
INVESTMENT FUND, LTD. | |
| By: | /s/Paul
S. Wolansky |
| Name: | Paul
S. Wolansky |
| Title: | Director |
| NEW
CHINA INVESTMENT MANAGEMENT, INC. | |
| By: | /s/Paul
S. Wolansky |
| Name: | Paul
S. Wolansky |
| Title: | Chairman |
| /s/S.
Donald Sussman | |
| S.
Donald Sussman | |
| /s/Paul
S. Wolansky | |
| Paul
S. Wolansky | |

*Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

EXHIBIT INDEX

Exhibit No.	Description
1	Joint
Filing Agreement