UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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 |
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 persons 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) |
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(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 | 130,008,7801 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 | 130,008,7801 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 | ||||||||||
130,008,7801 | |||||||||||
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) | ||||||||||
12.96%2 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
CUSIP No. |
G2352K 108 |
1 | NAMES OF REPORTING PERSONS CDH China Growth Capital Fund II, L.P. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(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 | 130,008,7803 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 | 130,008,7803 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 | ||||||||||
130,008,7803 | |||||||||||
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) | ||||||||||
12.96%4 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
PN |
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 | 130,008,7805 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 | 130,008,7805 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 | ||||||||||
130,008,7805 | |||||||||||
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) | ||||||||||
12.96%6 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
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 | 130,008,7807 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 | 130,008,7807 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 | ||||||||||
130,008,7807 | |||||||||||
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) | ||||||||||
12.96%8 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
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 | 130,008,7809 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 | 130,008,7809 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 | ||||||||||
130,008,7809 | |||||||||||
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) | ||||||||||
12.96%10 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
Entity | Trade Date | Number of ADSs | Average Price per ADS | |||
CDH Inservice | September 30, 2011 | 266,012 | US$6.5545 |
Exhibit 6
|
10b5-1 Plan |
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 |
Exhibit 6
|
10b5-1 Plan, dated September 30, 2011, by and between CDH Inservice Limited and Morgan Stanley Smith Barney LLC. |
1. | On any day on which the New York Stock Exchange is open for business and MSSB is instructed to engage in stock purchasing efforts, pursuant to the written instructions in Appendix A, attached hereto, of this Purchase Plan, MSSB will act as the Purchasers exclusive agent to repurchase shares of Stock. |
2. | Purchases made by MSSB pursuant to this Purchase Plan shall be made in accordance with the Purchasers written instructions in Appendix A, and shall be made at the prevailing market prices, pursuant to the limitations stated in Appendix A, in open-market transactions. MSSB will use its best efforts to effect all open-market purchases pursuant to this Purchase Plan in accordance with the provisions of Rule 10b-18. |
3. | MSSB shall be entitled to a commission of $0.04 per share purchased. |
1. | At the time of the Purchasers execution of this Purchase Plan, the Purchaser is not aware of any material, non-public information with respect to the Company or the Stock. The Purchaser is entering into this Purchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, Rule 10b-18 or other applicable securities laws. |
2. | Purchases of Stock under this Purchase Plan have been duly authorized by the Purchaser and are not prohibited by any legal, regulatory or contractual restriction or undertaking binding on the Purchaser. The Purchaser will inform MSSB as soon as possible of any subsequent legal or contractual restrictions affecting the execution of the Purchase Plan by MSSB or the Purchaser and of the occurrence of any event that would cause the Purchase Plan to be suspended or to end as contemplated in Section C and Section E. |
3. | The Purchaser agrees not to enter into or alter any corresponding or hedging transaction with respect to the Stock while this Purchase Plan remains in effect. |
4. | If applicable, the Purchaser agrees to provide MSSB with all necessary information regarding the Purchasers previous purchases, as may be required for MSSB to calculate the Purchasers volume limitations under Rule 10b-18. |
5. | The Purchaser agrees that it will not take any action that would cause any purchase of Stock under this Purchase Plan not to comply with Rule 10b-18 or any other applicable law. |
6. | The Purchaser agrees that it does not have authority, influence or control over any purchase of Stock effected by MSSB pursuant to this Purchase Plan and will not attempt to exercise any such authority, influence or control. The Purchaser agrees that it will not, communicate any information relating to the Stock or the Company to any employee of MSSB or its affiliates who are responsible for purchasing Stock, in accordance with this Purchase Plan and during the time this Purchase Plan is in effect. |
7. | The Purchaser acknowledges and agrees that the Purchase Plan is a securities contract, as such term is defined in Section 741(7) of Title 11 of the United States Code, as it may be amended (the Bankruptcy Code), entitled to all of the protections given such contracts under the Bankruptcy Code. |
8. | This Purchase Plan constitutes the Purchasers legal, valid and binding obligation enforceable against the Purchaser in accordance with its terms. There is no litigation, arbitration or other proceeding pending, or to the Purchasers knowledge threatened, that would prevent or interfere with the Purchasers purchase of Stock under this Purchase Plan. |
1. | MSSB determines, or is informed in writing by the Company or Purchaser, that it is prohibited from purchasing Stock under this Purchase Plan by a legal, contractual or regulatory restriction applicable to it or its affiliates or to the Purchaser (other than any such restriction relating to the Purchasers possession or alleged possession of material nonpublic information about the Purchaser or the Stock). |
2. | MSSB determines, in its sole discretion that a market disruption has occurred, beyond the control of MSSB that would materially interfere with MSSBs ability to carry out the terms of this Purchase Plan. |
3. | Trading in the Stock is halted or suspended. |
4. | If any purchases cannot be executed as required by this Purchase Plan due to any of the events specified in Paragraphs (1), (2) or (3), MSSB shall effect such purchases as promptly as practicable after the cessation or termination of such disruption, applicable restriction or other event. |
i. | The terms outlined on Appendix A have been met; | ||
ii. | The Purchaser notifies MSSB in writing, that this Purchase Plan is to be terminated; | ||
iii. | MSSB determines, in its sole discretion, that it is prohibited for any reason from engaging in purchasing activity as the Purchasers agent under this Purchase Plan; | ||
iv. | MSSB becomes aware of the commencement of any voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee, receiver or other similar official, in each case with respect to the Purchaser or the taking of any corporate action by the Purchaser to authorize or commence any of the foregoing; |
2
v. | The Company or any other person publicly announces a tender or exchange offer with respect to the Stock or a merger, acquisition, reorganization, recapitalization or other similar business combination or transaction as a result of the consummation of which the Stock would be exchanged or converted into cash, securities or other property. |
2. | Any transaction pending at the time MSSB receives a notice referred to in Section D or E (1) (ii) shall be completed and MSSB shall receive the commission set forth in Section A (3). |
1. | The Purchaser agrees to indemnify and hold harmless MSSB (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys fees and costs) arising out of or attributable to: a.) any material breach by the Purchaser of this Purchase Plan (including the Purchasers representations and warranties), and b.) any violation by the Purchaser of applicable laws or regulations. The Purchaser will have no indemnification obligations in the case of gross negligence or willful misconduct of MSSB or any other indemnified person. This indemnification will survive the termination of this Purchase Plan. |
2. | Notwithstanding any other provision herein, neither MSSB or the Purchaser will be liable for: |
i. | Special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages or any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen. | ||
ii. | Any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as acts of God. |
3. | The Purchaser acknowledges and agrees that MSSB has not provided the Purchaser with any tax, accounting or legal advice with respect to this Purchase Plan, including whether the Purchaser would be entitled to any of the affirmative defenses under Rule 10b5-1. |
3
To The Purchaser:
|
Copies to: | |
Name: K.H Lew
|
Name: | |
Address: One Temasek Avenue, #18-02
|
Address: | |
Millenia Tower, Singapore 039192 |
Telephone: | |
Telephone: +65 6572 8768 |
Fax: | |
Fax: +65 6238 0132
|
E-Mail: | |
E-Mail: Khlew@cdhfund.com
|
||
To Issuer: CNinsure Inc.
|
Copies to: | |
Name: Jiusheng Zhu
|
Name: | |
Address: 22/F, Yinhai Building No. 299
|
Address: | |
Yanjiang Zhong Road Guangzhou, GNG
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Telephone: | |
510110 PRC
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Fax: | |
Telephone: +86-20-62347076 |
E-Mail: | |
Mobile: +86-13760880223 |
||
Fax: +86-20-61222329 |
||
E-Mail: zhujs@cninsure.net |
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To MSSB:
|
Copies to: PDP 10b5-1 Trading Desk | |
Primary Contact: Frank Hsin
|
Name: Richard J. Fischer | |
Alternate Contact #1: Michael Sexton
|
Address: 787 7th Avenue, 13th Fl | |
Alternate Contact #2:
|
New York, NY 10019 | |
Address: 1111 Coast Village Road
|
Telephone: 212-783-3468 | |
Montecito, CA 93108
|
Fax: 201-604-6626 | |
Telephone: 805-695-7113
|
E-mail: richard.j.fischer@mssb.com | |
Fax: 805-456-3975 |
||
E-Mail:
frank.hsin@mssb.com |
CDH Inservice Ltd. | Morgan Stanley Smith Barney LLC | |||||||
By:
|
By: | |||||||
Name: Kiang Hua Lew | Name: Richard J. Fischer | |||||||
Title: Director | Title: Vice President |
4