Form 20-F þ | Form 40-F o |
CNinsure Inc. |
||||
By: | /s/ Peng Ge | |||
Name: | Peng Ge | |||
Title: | Chief Financial Officer | |||
IR-111 |
| Total net revenues: RMB449.0 million (US$68.0 million),
representing an increase of 26.3% from the corresponding
period of 2009. |
|
| Income from operations: RMB132.7 million (US$20.1
million), representing an increase of 20.4% from the
corresponding period of 2009. |
|
| Net income attributable to the Companys shareholders:
RMB126.5 million (US$19.2 million), representing an
increase of 34.9% from the corresponding period of 2009.
Excluding non-recurring investment income incurred by
business combination achieved in stages, net income
attributable to the Companys shareholders grew 32.4%
from the corresponding period of 2009, which exceeded the
previous guidance of approximately 32% year-over-year
growth. |
|
| Basic and diluted net income per American Depositary
Share (ADS): RMB2.514 (US$0.381) and RMB2.447
(US$0.371), respectively, representing an increase of
22.3% and 22.7%, respectively, from the corresponding
period of 2009. |
| Total net revenues: RMB1,485.0 million (US$225.0
million), representing an increase of 28.6% from 2009. |
|
| Income from operations: RMB431.6 million (US$65.4
million), representing an increase of 32.3% from 2009. |
|
| Net income attributable to the Companys shareholders:
RMB422.3 million (US$64.0 million), representing an
increase of 40.4% from 2009. Excluding non-recurring
investment income incurred by business combination
achieved in stages, net income attributable to the
Companys shareholders grew 36.5% from 2009. |
1 | This announcement contains translations of certain
Renminbi (RMB) amounts into U.S. dollars (US$) at specified rates solely for
the convenience of the reader. Unless otherwise noted, all translations from
RMB to U.S. dollars are made at a rate of RMB6.60 to US$1.00, the effective
noon buying rate as of December 30, 2010 in The City of New York for cable
transfers of RMB as set forth in H.10 weekly statistical release of the Federal
Reserve Board. |
Page 1 of 12
IR-111 |
| Basic and diluted net income per ADS: RMB8.816 (US$1.336)
and RMB8.529 (US$1.292), respectively, representing an
increase of 33.7% and 31.6%, respectively, from 2009. |
Page 2 of 12
IR-111 |
(1) | an increase of 49.8% in depreciation of fixed assets from RMB4.3 million for the fourth
quarter of 2009 to RMB6.5 million (US$1.0 million) for the fourth quarter of 2010, largely as
a result of the operation of the upgraded IT system in more affiliated entities in the fourth
quarter of 2010; |
|
(2) | an increase of 157.6% in amortization of intangible assets from RMB2.8 million for the fourth
quarter of 2009 to RMB7.3 million (US$1.1 million) for the fourth quarter of 2010, largely as
a result of the acquisitions we made in 2010; |
|
(3) | a recognition of RMB4.6 million (US$0.7 million) impairment loss in respect of intangible
assets for the fourth quarter of 2010; and |
|
(4) | an increase of 298.9% in share-based compensation expenses from RMB1.5 million for the fourth
quarter of 2009 to RMB5.9 million (US$0.9 million) for the fourth quarter of 2010, associated
with the grant of options to various directors, officers and employees in February 2010. |
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IR-111 |
Page 4 of 12
IR-111 |
(1) | an increase of 59.5% in depreciation of fixed assets from RMB14.1 million for fiscal year
2009 to RMB22.4 million (US$3.4 million) in fiscal year 2010, largely as a result of operating
the upgraded IT system in more affiliated entities in fiscal year 2010; |
|
(2) | an increase of 122.9% in amortization of intangible assets from RMB9.7 million for fiscal
year 2009 to RMB21.5 million (US$3.3 million) in fiscal year 2010, largely as a result of the
acquisitions we made in 2010; |
|
(3) | a recognition of RMB4.6 million (US$0.7 million) impairment loss in respect of intangible
assets for the fourth quarter of 2010; and |
|
(4) | an increase of 194.0% in share-based compensation expenses from RMB7.6 million for fiscal
year 2009 to RMB22.2 million (US$3.4 million) in fiscal year 2010, associated with the grant
of options to various directors, officers and employees in February 2010. |
Page 5 of 12
IR-111 |
| On February 17, 2011, CNinsure established Fanhua Lianxing
Insurance Sales Co., Ltd (Fanhua Lianxing) to engage in the
distribution of life insurance business. Fanhua Lianxing, which is
wholly owned by CNinsure, is capitalized at RMB50 million. With
head office based in Beijing, Fanhua Lianxing has been granted an
insurance agency license for nation-wide operation by the CIRC. As
of date, two of CNinsures affiliated life insurance agencies have
obtained nation-wide insurance agency operation licenses. |
|
| On February 15, 2011, CNinsure entered a termination of
cooperation agreement (the Agreement) with Chengdu Jingshi
Investment Co., Ltd (Chengdu Jingshi). Pursuant to the
agreement, both parties will continue to honor the existing
agreements related to the ongoing projects, but will terminate
cooperation for future acquisitions. In the mean time, Chengdu
Jingshi remains liable for its obligations to ensure the
achievement of guaranteed performance targets by the acquired
entities. |
|
Currently, there are 19 ongoing projects. CNinsure has acquired controlling stakes in 10 of the
ongoing projects and has the right of first refusal to acquire the remaining stakes in three to
five years. The remaining nine projects are still in the development stage and CNinsure has
preemptive right to acquire controlling stake or 100% of the stakes if the businesses satisfy
CNinsures requirements. |
||
| On January 22, 2011, CNinsure was named the Insurance Intermediary
of the Year for 2010 at the 5th annual ceremony of
China Insurance Innovation Awards. A customized property &
casualty insurance product co-designed by CNinsure and Chartis
Insurance Company China Ltd. that targets small and medium
enterprises was also awarded the Most Innovative Insurance Product
at the ceremony. |
Page 6 of 12
IR-111 |
| As of December 31, 2010, CNinsures distribution and service
network consisted of 660 sales and services outlets operating in
23 provinces, compared to 501 sales and service outlets operating
in 22 provinces as of December 31, 2009. CNinsure had 50,086 sales
agents and 1,497 professional claims adjustors as of December 31,
2010, compared to 38,675 sales agents and 1,556 professional
claims adjustors as of December 31, 2009. |
|
| Net revenues from commissions and fees derived from the property
and casualty insurance, life insurance and claims adjusting
businesses for the fiscal year 2010 each contributed 55.3%, 32.8%
and 11.9% of the Companys total net revenues, respectively,
compared to 67.8%, 20.0%, 12.2%, respectively, for the same period
of 2009. |
|
| On December 22, 2010, CNinsure entered into a strategic
partnership agreement with China Continent Property and Casualty
Insurance Co., Ltd., pursuant to which, both parties agree to work
closely on product distribution, development of customized
products, data sharing as well as outsourcing of claims adjusting
services. It is also agreed that commissions for CNinsure are
subject to upward adjustment on top of the market commissions if
CNinsure meets certain targets in terms of sales volume and
quality. |
|
| On December 3, 2010, CNinsures board of directors approved a
corporate share repurchase program authorizing up to US$100
million in ADS repurchases by June 30, 2011. As of December 31,
2010, the Company had repurchased 331,059 ADS for an aggregate
price of approximately US$5.6 million on the open market. |
|
| In November 2010, CNinsure launched a co-branded customized
accident insurance product with Taiping Life Insurance Co., Ltd.
(Taiping Life). This new insurance product is custom designed by
Taiping Life for CNinsure to meet the needs of various target
group of customers and is exclusively distributed through
CNinsures sales network. CNinsure has launched ten customized
insurance products with insurance companies. |
|
| CNinsure was awarded a 2010 Financial Innovation Award by the
Peoples Government of Guangdong Province of China and recieved a
cash prize of RMB0.5 million for its successful implementation of
the operating platform + entrepreneurial agent program. |
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Page 8 of 12
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As of December 31, | As of December 31, | As of December 31, | ||||||||||
2009 | 2010 | 2010 | ||||||||||
RMB | RMB | US$ | ||||||||||
ASSETS: |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
1,457,890 | 1,924,884 | 291,649 | |||||||||
Restricted cash |
1,957 | 9,177 | 1,390 | |||||||||
Accounts receivable, net |
181,360 | 243,175 | 36,845 | |||||||||
Insurance premium receivables |
230 | 92 | 14 | |||||||||
Other receivables |
52,108 | 67,034 | 10,157 | |||||||||
Deferred tax assets |
2,602 | 5,691 | 862 | |||||||||
Amounts due from related parties |
25,337 | 40,000 | 6,061 | |||||||||
Other current assets |
6,015 | 12,372 | 1,874 | |||||||||
Total current assets |
1,727,499 | 2,302,425 | 348,852 | |||||||||
Non-current assets: |
||||||||||||
Property, plant, and equipment, net |
108,318 | 102,175 | 15,481 | |||||||||
Goodwill |
535,911 | 1,154,373 | 174,905 | |||||||||
Intangible assets, net |
81,485 | 145,653 | 22,069 | |||||||||
Deferred tax assets |
3,801 | 6,755 | 1,023 | |||||||||
Investment in affiliates |
86,701 | 139,116 | 21,078 | |||||||||
Other non-current assets |
2,250 | 3,959 | 600 | |||||||||
Total assets |
2,545,965 | 3,854,456 | 584,008 | |||||||||
Page 9 of 12
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As of December 31, | As of December 31, | As of December 31, | ||||||||||
2009 | 2010 | 2010 | ||||||||||
RMB | RMB | US$ | ||||||||||
LIABILITIES AND EQUITY: |
||||||||||||
Current liabilities: |
||||||||||||
Accounts payable |
72,716 | 89,573 | 13,572 | |||||||||
Insurance premium payables |
1,957 | 1,364 | 207 | |||||||||
Other payables and accrued expenses |
182,139 | 93,460 | 14,160 | |||||||||
Accrued payroll |
24,152 | 31,237 | 4,733 | |||||||||
Income tax payable |
37,410 | 34,927 | 5,292 | |||||||||
Amounts due to related parties |
19,274 | 37,800 | 5,727 | |||||||||
Total current liabilities |
337,648 | 288,361 | 43,691 | |||||||||
Non-current liabilities: |
||||||||||||
Other tax liabilities |
2,537 | 5,519 | 836 | |||||||||
Deferred tax liabilities |
19,075 | 43,513 | 6,593 | |||||||||
Total liabilities |
359,260 | 337,393 | 51,120 | |||||||||
Ordinary shares |
7,036 | 7,649 | 1,159 | |||||||||
Additional paid-in capital |
1,604,774 | 2,261,849 | 342,704 | |||||||||
Statutory reserves |
103,877 | 136,681 | 20,709 | |||||||||
Retained earnings |
348,663 | 738,165 | 111,843 | |||||||||
Accumulated other comprehensive loss |
(72,542 | ) | (83,360 | ) | (12,630 | ) | ||||||
Total CNinsure Inc. shareholders
equity |
1,991,808 | 3,060,984 | 463,785 | |||||||||
Noncontrolling interests |
194,897 | 456,079 | 69,103 | |||||||||
Total equity |
2,186,705 | 3,517,063 | 532,888 | |||||||||
Total liabilities and equity |
2,545,965 | 3,854,456 | 584,008 | |||||||||
Page 10 of 12
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For The Three Months Ended | For The Twelve Months Ended | |||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
2009 | 2010 | 2010 | 2009 | 2010 | 2010 | |||||||||||||||||||
RMB | RMB | US$ | RMB | RMB | US$ | |||||||||||||||||||
Net revenues: |
||||||||||||||||||||||||
Commissions and fees |
355,217 | 448,695 | 67,984 | 1,154,090 | 1,484,389 | 224,907 | ||||||||||||||||||
Other service fees |
278 | 327 | 50 | 761 | 640 | 97 | ||||||||||||||||||
Total net revenues |
355,495 | 449,022 | 68,034 | 1,154,851 | 1,485,029 | 225,004 | ||||||||||||||||||
Operating costs and expenses: |
||||||||||||||||||||||||
Commissions and fees |
(177,180 | ) | (212,235 | ) | (32,156 | ) | (579,911 | ) | (708,403 | ) | (107,333 | ) | ||||||||||||
Selling expenses |
(15,342 | ) | (23,362 | ) | (3,540 | ) | (49,498 | ) | (73,567 | ) | (11,147 | ) | ||||||||||||
General and administrative expenses |
(52,809 | ) | (80,758 | ) | (12,236 | ) | (199,246 | ) | (271,444 | ) | (41,128 | ) | ||||||||||||
Total operating costs and expenses |
(245,331 | ) | (316,355 | ) | (47,932 | ) | (828,655 | ) | (1,053,414 | ) | (159,608 | ) | ||||||||||||
Income from operations |
110,164 | 132,667 | 20,102 | 326,196 | 431,615 | 65,396 | ||||||||||||||||||
Other income, net: |
||||||||||||||||||||||||
Investment income |
| 3,194 | 484 | 18,905 | 41,244 | 6,249 | ||||||||||||||||||
Interest income |
7,195 | 7,241 | 1,097 | 33,299 | 26,924 | 4,080 | ||||||||||||||||||
Interest expense |
| (5 | ) | (1 | ) | (4 | ) | (5 | ) | (1 | ) | |||||||||||||
Others, net |
371 | 159 | 24 | 1,408 | 391 | 59 | ||||||||||||||||||
Changes in fair value of
contingent consideration
payables |
| | | (5,946 | ) | | | |||||||||||||||||
Net income before income taxes and
income of affiliates |
117,730 | 143,256 | 21,706 | 373,858 | 500,169 | 75,783 | ||||||||||||||||||
Income tax expense |
(28,328 | ) | (24,483 | ) | (3,710 | ) | (95,618 | ) | (96,743 | ) | (14,658 | ) | ||||||||||||
Share of income of affiliates |
811 | 3,097 | 469 | 774 | 12,904 | 1,955 | ||||||||||||||||||
Net income |
90,213 | 121,870 | 18,465 | 279,014 | 416,330 | 63,080 | ||||||||||||||||||
Page 11 of 12
IR-111 |
For The Three Months Ended | For The Twelve Months Ended | |||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
2009 | 2010 | 2010 | 2009 | 2010 | 2010 | |||||||||||||||||||
RMB | RMB | US$ | RMB | RMB | US$ | |||||||||||||||||||
Less: Net loss attributable to
the noncontrolling interests |
(3,561 | ) | (4,664 | ) | (707 | ) | (21,827 | ) | (5,978 | ) | (906 | ) | ||||||||||||
Net income attributable to the
Companys shareholders |
93,774 | 126,534 | 19,172 | 300,841 | 422,308 | 63,986 | ||||||||||||||||||
Net income per share: |
||||||||||||||||||||||||
Basic |
0.103 | 0.126 | 0.019 | 0.330 | 0.441 | 0.067 | ||||||||||||||||||
Diluted |
0.100 | 0.122 | 0.019 | 0.324 | 0.426 | 0.065 | ||||||||||||||||||
Net income per ADS: |
||||||||||||||||||||||||
Basic |
2.055 | 2.514 | 0.381 | 6.594 | 8.816 | 1.336 | ||||||||||||||||||
Diluted |
1.995 | 2.447 | 0.371 | 6.481 | 8.529 | 1.292 | ||||||||||||||||||
Shares used in calculating net income
per share: |
||||||||||||||||||||||||
Basic |
912,497,726 | 1,006,781,184 | 1,006,781,184 | 912,497,726 | 958,029,717 | 958,029,717 | ||||||||||||||||||
Diluted |
940,308,935 | 1,034,047,730 | 1,034,047,730 | 928,312,312 | 990,318,528 | 990,318,528 |
Page 12 of 12