0001144204-16-108834.txt : 20160620 0001144204-16-108834.hdr.sgml : 20160620 20160620075443 ACCESSION NUMBER: 0001144204-16-108834 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160620 DATE AS OF CHANGE: 20160620 GROUP MEMBERS: CROWN CHARM LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CNINSURE INC. CENTRAL INDEX KEY: 0001413855 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83564 FILM NUMBER: 161721323 BUSINESS ADDRESS: STREET 1: 27/F PEARL RIVER TOWER STREET 2: NO.15 WEST ZHUJIANG ROAD TIANHE DISTRICT CITY: GUANGZHOU STATE: F4 ZIP: 510623 BUSINESS PHONE: (86-20) 8388 6888 MAIL ADDRESS: STREET 1: 27/F PEARL RIVER TOWER STREET 2: NO.15 WEST ZHUJIANG ROAD TIANHE DISTRICT CITY: GUANGZHOU STATE: F4 ZIP: 510623 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAI QIUPING CENTRAL INDEX KEY: 0001676650 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: ROOM 2707, 27/F, PEARL RIVER TOWER STREET 2: NO. 15 WEST ZHUJIANG ROAD CITY: GUANGZHOU, GUANGDONG STATE: F4 ZIP: 510623 SC 13G 1 v442573_sc13g.htm FORM SC 13G

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934

CNinsure Inc.

(Name of Issuer) 

 

Ordinary Shares

(Title of Class of Securities) 

 

G2352K 108**

(CUSIP Number) 

 

June 16, 2016

(Date of Event Which Requires Filing of this Statement) 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

¨Rule 13d-1(c)

 

xRule 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 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 Page 2 of 6

 

 

1

Name of Reporting Person

 

Qiuping Lai

 

2

Check the Appropriate Box if a Member of a Group
(a) ¨

 

(b) x

 

3   SEC Use Only
4

Citizenship or Place of Organization

 

People’s Republic of China

 

Number of

 

Shares

 

Beneficially

 

Owned by

 

Each

 

Reporting

 

Person With

 

5

Sole Voting Power

 

137,812,1801

 

6

Shared Voting Power

 

0

 

7

Sole Dispositive Power

 

137,812,1801

 

8

Shared Dispositive Power

 

0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

137,812,1801 ordinary shares

 

10

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨

11

Percent of Class Represented By Amount In Row 9

 

11.8%2

 

12

Type of Reporting Person

 

IN

 

       

_________________________

1Includes (i) 2,613,978 American Depositary Shares (representing 52,279,560 Ordinary Shares) and 80,132,620 Ordinary Shares held by Crown Charm Limited; and (ii) 5,400,000 Ordinary Shares issuable upon exercise of options within 60 days after the date hereof held by Qiuping Lai.
2Based on 1,162,649,026 Ordinary Shares outstanding as of June 20, 2016 according to the issuer’s internal record.

 

 

CUSIP No. G2352K 108 Page 3 of 6

 

 

1

Name of Reporting Person

 

Crown Charm Limited

 

2

Check the Appropriate Box if A Member of A Group
(a)
¨

 

(b) x

 

3   SEC Use Only
4

Citizenship or Place of Organization

 

Hong Kong Special Administrative Region of the People’s Republic of China

 

Number of

 

Shares

 

Beneficially

 

Owned by

 

Each

 

Reporting

 

Person With

 

5

Sole Voting Power

 

132,412,1801 ordinary shares

6

   Shared Voting Power

 
                0  

7

Sole Dispositive Power

 

132,412,1801 ordinary shares

8

Shared Dispositive Power

 

0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

132,412,1801 ordinary shares

 

10    Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
11

Percent of Class Represented By Amount In Row 9

 

11.4%2

12

Type of Reporting Person

 

CO

 

       

______________________

1Includes 2,613,978 American Depositary Shares (representing 52,279,560 Ordinary Shares) and 80,132,620 Ordinary Shares.
2Based on 1,162,649,026 Ordinary Shares outstanding as of June 20, 2016 according to the issuer’s internal record.

 

 

CUSIP No. G2352K 108 Page 4 of 6

 

 

Item 1(a). Name of Issuer:
   
  CNinsure Inc. (the “Issuer”)
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
  27/F, Pearl River Tower
  No. 15 West Zhujiang Road
  Guangzhou, Guangdong 510623
  People’s Republic of China
   
Item 2(a). Name of Person Filing:
   
  Qiuping Lai
  Crown Charm Limited
   
Item 2(b). Address of Principal Business Office or, if None, Residence:
   
  Qiuping Lai
  Crown Charm Limited
  27/F, Pearl River Tower
  No. 15 West Zhujiang Road
  Guangzhou, Guangdong 510623
  People’s Republic of China
   
Item 2(c) Citizenship:
   
  Qiuping Lai – People’s Republic of China
  Crown Charm Limited - Hong Kong Special Administrative Region of the People’s Republic of China
   
Item 2(d). Title of Class of Securities:
   
  Ordinary Shares
   
Item 2(e). CUSIP Number:
   
  G2352K 108
   
Item 3. Not Applicable
   

 

CUSIP No. G2352K 108 Page 5 of 6

 

 

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 June 20, 2016:

 

     

Number of shares as to which such person has:

Reporting Person

Amount beneficially owned:

 Percent of class(2):

 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:

Qiuping Lai(1) 137,812,180 11.8% 137,812,180 0 137,812,180 0
Crown Charm Limited(1) 132,412,180 11.4% 132,412,180 0 132,412,180 0

 

(1)The 137,812,180 ordinary shares of the Issuer beneficially owned by Qiuping Lai (“Mr. Lai”) consist of (i) 80,132,620 ordinary shares and 2,613,978 American Depositary Shares (representing 52,279,560 Ordinary Shares) held by Crown Charm Limited (“Crown Charm”); and (ii) 5,400,000 Ordinary Shares issuable upon exercise of options within 60 days of the date hereof held directly by Mr. Lai. Mr. Lai holds 100% of the total outstanding shares of Crown Charm.

 

(2)Based on a total of 1,162,649,026 outstanding ordinary shares of the Issuer as of June 20, 2016 as well as the ordinary shares of the Issuer underlying share options exercisable by such person within 60 days of the date of this Schedule 13G.

 

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 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

 

 

CUSIP No. G2352K 108 Page 6 of 6

 

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: June 20, 2016

 

Qiuping Lai /s/ Qiuping Lai
  Qiuping Lai
   
   
   
Crown Charm Limited By: /s/ Qiuping Lai
  Name: Qiuping Lai
  Title: Director

 

 

[Signature Page to Schedule 13G - CNinsure]

 

 

 

LIST OF EXHIBITS

 

Exhibit No. Description
99.1 Joint Filing Agreement

  

 

 

EX-99.1 2 v442573_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, each of the undersigned parties hereby agrees to file jointly the statement on Schedule 13G (including any amendments thereto) with respect to the Ordinary Shares, par value $0.001 per share, of CNinsure Inc.

 

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning another party unless such party knows or has reason to believe such information is inaccurate. It is understood and agreed that a copy of this agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments thereto, filed on behalf of the parties hereto.

 

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Remainder of this page has been left intentionally blank.]

 

 

 

 

Signature Page 

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of June 20, 2016.

 

Qiuping Lai /s/ Qiuping Lai
  Qiuping Lai
   
   
   
Crown Charm Limited By: /s/ Qiuping Lai
  Name: Qiuping Lai
Title: Director

 

 

[Signature Page to Joint Filing Agreement]