CUSIP
No. G2352K108
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|||
1
|
Name
of Reporting Person.
Cathay
Auto Services Limited
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||
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
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||
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
133,965,1861
|
||
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
|
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
133,965,1862
|
||
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
|
CUSIP
No. G2352K108
|
|||
1
|
Name
of Reporting Person.
S.
Donald Sussman
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||
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
1,711,2603
|
|
6
|
Shared
Voting Power
140,233,0264
|
||
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
|
CUSIP
No. G2352K108
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|||
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
312,0005
|
|
6
|
Shared
Voting Power
133,965,1866
|
||
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
|
Item
1.
|
(a)
|
Name
of Issuer:
|
CNinsure
Inc.
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(b)
|
Address
of Issuer’s Principal Executive Offices:
|
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21/F,
Yinhai Building
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||
No.
299 Yanjiang Zhong Road
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||
Guangzhou,
Guangdong 510110
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People’s
Republic of China
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Item
2.
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(a)
|
Name
of Person Filing:
|
Cathay
Auto Services Limited
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||
Cathay
Investment Fund, Ltd.
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||
New
China Investment Management, Inc.
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||
S.
Donald Sussman
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||
Paul
S. Wolansky
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||
(b)
|
Address
of Principal Business Office, or if None, Residence:
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|
Cathay
Auto Services Limited
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14th
Floor, St. John’s Bldg.
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||
33
Garden Road
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||
Hong
Kong
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||
Cathay
Investment Fund, Ltd.
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||
New
China Investment Management, Inc.
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||
Paul
S. Wolansky
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One
Dock Street
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Stamford,
CT 06902
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S.
Donald Sussman
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||
6100
Red Hook Quarters, Suite C1-C6
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St.
Thomas, United States Virgin Islands 00802-1348
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(c)
|
Citizenship:
|
|
Cathay
Auto Services Limited – British Virgin Islands
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||
Cathay
Investment Fund, Ltd. – Cayman Islands
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||
New
China Investment Management, Inc. – Delaware
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||
S.
Donald Sussman – United States
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||
Paul
S. Wolansky – United States
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(d)
|
Title
of Class of Securities:
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|
Ordinary
Shares
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(e)
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CUSIP
Number:
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G2352K108
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Item
3.
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Not
Applicable.
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|
Item
4.
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Ownership:
|
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.
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|
(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.
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|
(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.
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|
(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.
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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.
|
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.
|
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
|
||
Exhibit No.
|
Description
|
1
|
Joint
Filing Agreement
|
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
|
||