UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 
CNINSURE INC.
 
(Name of Issuer)
 
ORDINARY SHARES
 
(Title of Class of Securities)
 
G2352K 108**
 
(CUSIP Number)
 
Kingsford Resources Limited
c/o Qiuping Lai
22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China
(86)(20) 6122 2777
 
High Rank Investments Limited
c/o Qiuping Lai
22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China
(86)(20) 6122 2777
 
Better Rise Investments Limited
c/o Chunlin Wang and Peng Ge
22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China
(86)(20) 6122 2777
 
Qiuping Lai
22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China
(86)(20) 6122 2777
 
Peng Ge
22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China
(86)(20) 6122 2777
 
Chunlin Wang
22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China
(86)(20) 6122 2777
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 12, 2015
 
(Date of Event Which Requires Filing of this Statement)
 
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. ¨
 
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 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	SCHEDULE 13D	Page 2 of 12	
 
1	NAMES OF REPORTING PERSONS
 
Kingsford Resources Limited	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) ¨
 
(b)	
3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO	
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands	

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	7	SOLE VOTING POWER
 
190,826,5401 ordinary shares	 	
 	8	SHARED VOTING POWER
 
0	 	 	
 	9	SOLE DISPOSITIVE POWER
 
190,826,5401 ordinary shares	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
0	 	 	 	

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
190,826,5401 ordinary shares	
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
¨	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.57%2	
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO	
 
 	1	Includes (i) 3,767,149 ADSs (equivalent to 75,342,980 ordinary shares) and 38,172,080 ordinary shares held by Kingsford Resources Limited prior to August 13, 2015 and (ii) 77,311,480 ordinary shares delivered to Kingsford Resources Limited by CDH Inservice Limited on August 13, 2015 pursuant to a share purchase and sale agreement entered into between Kingsford Resources Limited and CDH Inservice Limited on January 4, 2015, as amended on August 12, 2015.	
 
 	2	Based on 1,151,922,946 ordinary shares outstanding as of August 18, 2015 according to the issuer.	

 
CUSIP No. G2352K 108	SCHEDULE 13D	Page 3 of 12	

1	NAMES OF REPORTING PERSONS
 
High Rank Investments Limited	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) ¨
 
(b)	
3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO	
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands	

NUMBER OF
 SHARES
 BENEFICIALLY
 OWNED BY
 EACH
 REPORTING
 PERSON
 WITH
 	7	SOLE VOTING POWER
 
0	 	
 	8	SHARED VOTING POWER
 
190,826,5401 ordinary shares	 	 	
 	9	SOLE DISPOSITIVE POWER
 
0	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
190,826,5401 ordinary shares	 	 	 	

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
190,826,5401 ordinary shares	
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
¨	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.57%2	
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO	
 
 	1	Includes (i) 3,767,149 ADSs (equivalent to 75,342,980 ordinary shares) and 38,172,080 ordinary shares held by Kingsford Resources Limited prior to August 13, 2015 and (ii) 77,311,480 ordinary shares delivered to Kingsford Resources Limited by CDH Inservice Limited on August 13, 2015 pursuant to a share purchase and sale agreement entered into between Kingsford Resources Limited and CDH Inservice Limited on January 4, 2015, as amended on August 12, 2015.	
 
 	2	Based on 1,151,922,946 ordinary shares outstanding as of August 18, 2015 according to the issuer.	

 
CUSIP No. G2352K 108	SCHEDULE 13D	Page 4 of 12	

1	NAMES OF REPORTING PERSONS
 
Better Rise Investments Limited	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) ¨
 
(b)	
3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO	
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands	

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 	7	SOLE VOTING POWER
 
0	 	
 	8	SHARED VOTING POWER
 
190,826,5401 ordinary shares	 	 	
 	9	SOLE DISPOSITIVE POWER
 
0	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
190,826,5401 ordinary shares	 	 	 	

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
190,826,5401 ordinary shares	
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
¨	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.57%2	
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO	
 
 	1	Includes (i) 3,767,149 ADSs (equivalent to 75,342,980 ordinary shares) and 38,172,080 ordinary shares held by Kingsford Resources Limited prior to August 13, 2015 and (ii) 77,311,480 ordinary shares delivered to Kingsford Resources Limited by CDH Inservice Limited on August 13, 2015 pursuant to a share purchase and sale agreement entered into between Kingsford Resources Limited and CDH Inservice Limited on January 4, 2015, as amended on August 12, 2015.	
 
 	2	Based on 1,151,922,946 ordinary shares outstanding as of August 18, 2015 according to the issuer.	

 
CUSIP No. G2352K 108	SCHEDULE 13D	Page 5 of 12	
 
1	NAMES OF REPORTING PERSONS
 
Qiuping Lai	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) ¨
 
(b)	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO	
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
People’s Republic of China	

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	7	SOLE VOTING POWER
 
5,400,0001 ordinary shares	 	
 	8	SHARED VOTING POWER
 
190,826,5402 ordinary shares	 	 	
 	9	SOLE DISPOSITIVE POWER
 
5,400,0001 ordinary shares	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
190,826,5402 ordinary shares	 	 	 	

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
196,226,540 ordinary shares	
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
¨	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.96%3	
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN	
 
 	1	Represents 5,400,000 ordinary shares issuable upon exercise of options within 60 days after August 18, 2015 held by Mr. Lai.	
 
 	2	Includes (i) 3,767,149 ADSs (equivalent to 75,342,980 ordinary shares) and 38,172,080 ordinary shares held by Kingsford Resources Limited prior to August 13, 2015 and (ii) 77,311,480 ordinary shares delivered to Kingsford Resources Limited by CDH Inservice Limited on August 13, 2015 pursuant to a share purchase and sale agreement entered into between Kingsford Resources Limited and CDH Inservice Limited on January 4, 2015, as amended on August 12, 2015.	
 
 	3	Based on 1,151,922,946 ordinary shares outstanding as of August 18, 2015 according to the issuer.	

 
CUSIP No. G2352K 108	SCHEDULE 13D	Page 6 of 12	
 
1	NAMES OF REPORTING PERSONS
 
Peng Ge	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) ¨
 
(b)	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO	
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
People’s Republic of China	

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	7	SOLE VOTING POWER
 
5,350,0001 ordinary shares	 	
 	8	SHARED VOTING POWER
 
190,826,5402 ordinary shares	 	 	
 	9	SOLE DISPOSITIVE POWER
 
5,350,0001 ordinary shares	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
190,826,540 2 ordinary shares	 	 	 	

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
196,176,540 ordinary shares	
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
¨	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.95%3	
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN	
 
 	1	Represents 5,350,000 ordinary shares issuable upon exercise of options within 60 days after August 18, 2015 held by Mr. Ge.	
 
 	2	Includes (i) 3,767,149 ADSs (equivalent to 75,342,980 ordinary shares) and 38,172,080 ordinary shares held by Kingsford Resources Limited prior to August 13, 2015 and (ii) 77,311,480 ordinary shares delivered to Kingsford Resources Limited by CDH Inservice Limited on August 13, 2015 pursuant to a share purchase and sale agreement entered into between Kingsford Resources Limited and CDH Inservice Limited on January 4, 2015, as amended on August 12, 2015.	
 
 	3	Based on 1,151,922,946 ordinary shares outstanding as of August 18, 2015 according to the issuer.	

 
CUSIP No. G2352K 108	SCHEDULE 13D	Page 7 of 12	
 
1	NAMES OF REPORTING PERSONS
 
Chunlin Wang	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) ¨
 
(b)	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO	
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
People’s Republic of China	

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	7	SOLE VOTING POWER
 
4,050,0001 ordinary shares	 	
 	8	SHARED VOTING POWER
 
190,826,5402 ordinary shares	 	 	
 	9	SOLE DISPOSITIVE POWER
 
4,050,0001 ordinary shares	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
190,826,5402 ordinary shares	 	 	 	

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
194,876,540 ordinary shares	
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
¨	
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.86%3	
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN	
 
 	1	Represents 4,050,000 ordinary shares issuable upon exercise of options within 60 days after August 18, 2015 held by Mr. Wang.	
 
 	2	Includes (i) 3,767,149 ADSs (equivalent to 75,342,980 ordinary shares) and 38,172,080 ordinary shares held by Kingsford Resources Limited prior to August 13, 2015 and (ii) 77,311,480 ordinary shares delivered to Kingsford Resources Limited by CDH Inservice Limited on August 13, 2015 pursuant to a share purchase and sale agreement entered into between Kingsford Resources Limited and CDH Inservice Limited on January 4, 2015, as amended on August 12, 2015.	
 
 	3	Based on 1,151,922,946 ordinary shares outstanding as of August 18, 2015 according to the issuer.	

 
CUSIP No. G2352K 108	SCHEDULE 13D	Page 8 of 12	
 
This Amendment No. 4 on Schedule 13D/A (this “Amendment No. 4”) (i) amends that certain Schedule 13D relating to the ordinary shares, par value $0.001 per share (“Ordinary Shares”), of CNinsure Inc. (the “Issuer”), previously filed with the Securities and Exchange Commission on May 16, 2011, amended by Amendment No. 1 filed on September 15, 2011 and Amendment No. 3 filed on January 14, 2015 (as amend, the “Original 13D”) and (ii) supersedes that certain Schedule 13G relating to the Ordinary Shares, previously filed with the SEC on January 31, 2008 and amended by Amendment No. 1 filed on January 13, 2009, Amendment No. 2 filed on January 20, 2010, Amendment No. 3 filed on February 11, 2011 and Amendment No. 4 filed on February 13, 2012 (as amended, the “13G”). The Original 13D is amended and the 13G is superseded, in each case, to the extent they relate to the Reporting Persons (as defined below). The Ordinary Shares are represented by American Depositary Shares (“ADSs”, each representing 20 Ordinary Shares). The Issuer’s ADSs are listed on the NASDAQ Global Select Market under the symbol “CISG.”
 
This Amendment No. 4 is being filed jointly by Kingsford Resources Limited (“Kingsford Resources”), High Rank Investments Limited (“High Rank Investments”), Better Rise Investments Limited (“Better Rise Investments”), Qiuping Lai, Peng Ge and Chunlin Wang (each, a “Reporting Person” and together, the “Reporting Persons”) pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
 
Item 2. Identity and Background
 
Item 2 is hereby amended and restated as follows:
 
As described in Item 4 below, Kingsford Resources, which is beneficially owned by Qiuping Lai, Peng Ge and Chunlin Wang, entered into a share purchase and sale agreement (the “Share Purchase Agreement”) on January 4, 2015, as amended by an amendment No. 1 to the Share Purchase Agreement (the “Amendment No .1”) on August 12, 2015 with CDH Inservice Limited (“CDH Inservice”), pursuant to which Kingsford Resources has agreed to purchase from CDH Inservice an aggregate of 91,600,000 Ordinary Shares and 3,151,149 ADSs (representing 154,622,980 Ordinary Shares) (the “Securities”) at a price of US$7 per ADS for an aggregate consideration of US$54,118,043 (the “Total Purchase Price”). The information set forth in Items 4 and 6 below is hereby incorporated by reference into this Item 2.
 
Each Reporting Person hereby disclaims beneficial ownership of any Ordinary Shares of the Issuer beneficially owned by any other Reporting Person except to the extent it or he has a pecuniary interest therein, and hereby disclaims membership in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with any other Reporting Person.
 
This Schedule 13D supersedes the Schedule 13D filed by Kingsford Resources, High Rank Investments, Yinan Hu and Qiuping Lai with the SEC on May 16, 2011, as amended by Amendment No. 1 thereto filed with the SEC on September 15, 2011 and Amendment No. 3 thereto filed with the SEC on January 14, 2015, and Amendment No. 4 to the 13G filed on February 13, 2012.
 
Kingsford Resources is a holding company without any substantive operations. Approximately 69.4% of the total outstanding shares of Kingsford Resources are held by High Rank Investments, which is owned 100% by Qiuping Lai, president of the Issuer. Approximately 30.6% of the total outstanding shares of Kingsford Resources are held by Better Rise Investments, which is owned approximately 67.1% by Peng Ge, chief financial officer of the Issuer, and is owned approximately 32.9% by Chunlin Wang, chief executive officer of the Issuer. The principal business address for Kingsford Resources is Beaufort House, P.O. Box 438, Road Town, Tortola, British Virgin Islands.
 
High Rank Investments is a holding company without any substantive operations. High Rank Investments is owned 100% by Qiuping Lai. The principal business address for High Rank Investments is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
 
Better Rise Investments is a holding company without any substantive operations. Better Rise Investments is owned approximately 67.1% by Peng Ge and is owned approximately 32.9% by Chunlin Wang. The principal business address for Better Rise Investments is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
 
Qiuping Lai is a citizen of the People’s Republic of China and is president and a director of the Issuer. Mr. Lai’s business address is located at the principal office address of the Issuer.
 
Peng Ge is a citizen of the People’s Republic of China and is chief financial officer of the Issuer. Mr. Ge’s business address is located at the principal office address of the Issuer.

 
CUSIP No. G2352K 108	SCHEDULE 13D	Page 9 of 12	
 
Chunlin Wang is a citizen of the People’s Republic of China and is chief executive officer of the Issuer. Mr. Wang’s business address is located at the principal office address of the Issuer.
 
Information relating to the ownership and control persons of each of Kingsford Resources, High Rank Investments and Better Rise Investments is included in the footnotes to the beneficial ownership table in Item 5 below and in Exhibit 99.2 to this Schedule 13D. Qiuping Lai is a director of Kingsford Resources and the sole shareholder of High Rank Investments. Peng Ge is a director of Kingsford Resources and the sole director of Better Rise Investments, and one of the two shareholders of Better Rise Investment. Chunlin Wang is one of the two shareholders of Better Rise Investment. The name, business address, present principal employment and citizenship of the other directors and executive officers of Kingsford Resources, High Rank Investments and Better Rise Investments are set forth in Exhibit 99.2 to this Schedule 13D.
 
During the last five years, none of Qiuping Lai, Peng Ge, Chunlin Wang, Kingsford Resources, High Rank Investments, Better Rise Investments or, to the knowledge of Kingsford Resources, High Rank Investments or Better Rise Investments, (a) any executive officer or director of each of them; (b) any person controlling each of them; and (c) any executive officer or director of any corporation or other person ultimately in control of each of them, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3. Source and Amount of Funds or Other Consideration
 
Item 3 is hereby amended and restated as follows:
 
The Reporting Persons have agreed to pay the Total Purchase Price of US$54,118,043 for the Securities in four instalments within two years. The Reporting Persons anticipate that the Total Purchase Price will be paid by loans or out of personal funds of the Reporting Persons.
 
The information set forth in or incorporated by reference in Items 4 and 5 of this statement is incorporated by reference in its entirety into this Item 3.
 
Item 4. Purpose of Transaction
 
Item 4 is hereby amended and restated as follows:
 
Kingsford Resources and CDH Inservice entered into the Share Purchase Agreement on January 4, 2015, as amended by the Amendment No. 1 on August 12, 2015. Pursuant to the Share Purchase Agreement, as amended, Kingsford Resources agreed to purchase the Securities from CDH Inservice for the Total Purchase Price.
 
Under the Share Purchase Agreement, as amended, CDH Inservice agreed to deliver to Kingsford Resources 3,865,575 ADSs or its equivalent in Ordinary Shares, approximately 50% of the Securities, on or prior to January 15, 2015 (the “First Delivery”), and Kingsford Resources agreed to pay consideration for such Securities in two instalments, with second instalment payment to be made no later than December 20, 2015 (“Transaction Part One”). CDH Inservice agreed to deliver to Kingsford Resources the remaining 3,865,574 ADSs or its equivalent in Ordinary Shares on or prior to August 15, 2015 (the “Second Delivery”), and Kingsford Resources agreed to pay consideration for such Securities in two instalments, with the first instalment to be made on or prior to June 30, 2016 and the second instalment payment to be made on or prior to December 20, 2016 (“Transaction Part Two”). Pursuant to the Share Purchase Agreement, as amended, CDH Inservice delivered 77,311,480 Ordinary Shares to Kingsford Resources on August 13, 2015.
 
If Kingsford Resources fails to make payment in accordance with the payment schedule therein, CDH Inservice is entitled to receive payment default interest or to require Kingsford Resources to return to CDH Inservice the amount of Securities which payment is in default. Between August 15, 2015 and September 15, 2015, CDH Inservice can choose to cancel Transaction Part Two during a payment default.
 
The foregoing summary is qualified in its entirety by the terms of the Share Purchase Agreement previously filed and the Amendment No. 1 filed herewith.
 
Item 5. Interest in Securities of the Company
 
Item 5 is hereby amended and restated as follows:

 
CUSIP No. G2352K 108	SCHEDULE 13D	Page 10 of 12	
 
(a), (b) The following table sets forth the beneficial ownership of Ordinary Shares of the Issuer for each of the Reporting Persons.
 
Name	 	Amount Beneficially Owned(1)	 	 	Percentage of Class(2)	 	 	Sole Voting Power	 	 	Shared Voting Power	 	 	Sole Dispositive Power	 	 	Shared Dispositive Power	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Kingsford Resources Limited(3)	 	 	190,826,540	 	 	 	16.57	%	 	 	190,826,540	 	 	 	0	 	 	 	190,826,540	 	 	 	0	 	
High Rank Investments Limited(4)	 	 	190,826,540	 	 	 	16.57	%	 	 	0	 	 	 	190,826,540	 	 	 	0	 	 	 	190,826,540	 	
Better Rise Investments limited(5)	 	 	190,826,540	 	 	 	16.57	%	 	 	0	 	 	 	190,826,540	 	 	 	0	 	 	 	190,826,540	 	
Qiuping Lai(6)	 	 	196,226,540	 	 	 	16.96	%	 	 	5,400,000	 	 	 	190,826,540	 	 	 	5,400,000	 	 	 	190,826,540	 	
Peng Ge(7)	 	 	196,176,540	 	 	 	16.95	%	 	 	5,350,000	 	 	 	190,826,540	 	 	 	5,350,000	 	 	 	190,826,540	 	
Chunlin Wang(8)	 	 	194,876,540	 	 	 	16.86	%	 	 	4,050,000	 	 	 	190,826,540	 	 	 	4,050,000	 	 	 	190,826,540	 	
_________________________
 
 	(1)	Beneficial ownership is determined in accordance with Rule 13d-3 of the General Rules and Regulations under the Exchange Act and includes voting or investment power with respect to the securities.	
 
 	(2)	Percentage of beneficial ownership of each listed person is based on 1,151,922,946 Ordinary Shares outstanding as of August 18, 2015 as well as the Ordinary Shares underlying share options exercisable by such person within 60 days of the date of this Schedule 13D.	
 
 	(3)	Includes (i) 3,767,149 ADSs (equivalent to 75,342,980 ordinary shares) and 38,172,080 Ordinary Shares held by Kingsford Resources prior to August 13, 2015 and (ii) 77,311,480 Ordinary Shares delivered to Kingsford Resources by CDH Inservice on August 13, 2015.	
 
 	(4)	High Rank Investments owns approximately 69.4% of the total outstanding shares of Kingsford Resources. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, High Rank Investments may be deemed to beneficially own all of the Ordinary Shares of the Issuer held by Kingsford Resources.	
 
 	(5)	Better Rise Investments owns approximately 30.6% of the total outstanding shares of Kingsford Resources. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, High Rank Investments may be deemed to beneficially own all of the Ordinary Shares of the Issuer held by Kingsford Resources.	
 
 	(6)	Includes (i) 3,767,149 ADSs and 115,483,560 Ordinary Shares held through Kingsford Resources, and (ii) 5,400,000 Ordinary Shares issuable upon exercise of options within 60 days of August 18, 2015 held directly by Mr. Lai. Mr. Lai holds approximately 100% of the total outstanding shares of High Rank Investments, which holds approximately 69.4% of the total outstanding shares of Kingsford Resources.	
 
 	(7)	Includes (i) 3,767,149 ADSs and 115,483,560 Ordinary Shares held through Kingsford Resources, and (ii) 5,350,000 Ordinary Shares issuable upon exercise of options within 60 days of August 18, 2015 held directly by Mr. Ge. Mr. Ge holds approximately 67.1% of the total outstanding shares of Better Rise Investments, which holds approximately 30.6% of the total outstanding shares of Kingsford Resources.	
 
 	(8)	Includes (i) 3,767,149 ADSs and 115,483,560 Ordinary Shares held through Kingsford Resources; and (ii) 4,050,000 Ordinary shares issuable upon exercise of options within 60 days of August 18, 2015 held directly by Mr. Wang. Mr. Wang holds approximately 32.9% of the total outstanding shares of Better Rise Investments, which holds approximately 30.6% of the total outstanding shares of Kingsford Resources.	
 
As noted in Item 1, except as expressly otherwise set forth in this statement, the Reporting Persons disclaim beneficial ownership of any Ordinary Shares beneficially owned by any other Reporting Person or any other person except to the extent they have pecuniary interests therein.
 
To the knowledge of the Reporting Persons, and except insofar as Qiuping Lai, Peng Ge or Chunlin Wang may be deemed to beneficially own the Ordinary Shares (i) held by Kingsford Resources, High Rank Investments or Better Rise Investments or (ii) issuable upon exercise of options held directly by each of them within 60 days of August 18, 2015, none of the directors and officers of Kingsford Resources, High Rank Investments or Better Rise Investments beneficially owns any Ordinary Shares or ADSs.

 
CUSIP No. G2352K 108	SCHEDULE 13D	Page 11 of 12	
 
(c)	During the 60 days preceding the filing of this Schedule 13D, none of the Reporting Persons and, to their knowledge, none of the directors and officers of Kingsford Resources, High Rank Investments or Better Rise Investments has effected any transactions in the Ordinary Shares.
 
(d)	To the best knowledge of the Reporting Persons, except for the agreements described in this Schedule 13D, no one other than the Reporting Persons, or the holders of interests in the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares or ADSs.
 
(e)	Not applicable.
 
Item 6. Contracts, Arrangements, Understandings, or Relationships with respect to Securities of the Company
 
Item 6 is hereby amended and restated as follows:
 
The information set forth in Item 4 above is hereby incorporated by reference into this Item 6.
 
Item 7. Material to Be Filed as Exhibits
 
Item 7 is amended and restated by the following exhibits:
 
Exhibit 99.1: Joint Filing Agreement dated January 14, 2015, by and among the Reporting Persons (previously filed)
 
Exhibit 99.2: List of directors and executive officers of (i) Kingsford Resources, persons controlling Kingsford Resources and executive officers and directors of other persons in control of Kingsford Resources, (ii) High Rank Investments, persons controlling High Rank Investments and executive officers and directors of other persons in control of High Rank Investments and (iii) Better Rise Investments, persons controlling Better Rise Investments and executive officers and directors of other persons in control of Better Rise Investments (filed herewith)
 
Exhibit 99.3: Share Purchase and Sale Agreement dated January 4, 2015, between Kingsford Resources Limited and CDH Inservice Limited (previously filed)
 
Exhibit 99.4: Amendment No. 1 to Share Purchase and Sale Agreement dated August 12, 2015 between Kingsford Resources Limited and CDH Inservice Limited (filed herewith).

 
CUSIP No. G2352K 108	SCHEDULE 13D	Page 12 of 12	
 
Signatures
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Date: August 18, 2015

KINGSFORD RESOURCES LIMITED	
 	
By:	/s/ Qiuping Lai	
 	Name:	Qiuping Lai 	
 	Title:	Director 	

 
HIGH RANK INVESTMENTS LIMITED	
 	
By:	/s/ Qiuping Lai	
 	Name:	Qiuping Lai	
 	Title:	Director 	

 
BETTER RISE INVESTMENTS LIMITED	
 	
By:	/s/ Peng Ge	
 	Name:	Peng Ge	
 	Title:	Director 	

 
QIUPING LAI	
 	
 	/s/ Qiuping Lai	

 
 
PENG GE	
 	
 	/s/ Peng Ge	

 
 
CHUNLIN WANG	
 	/s/ Chunlin Wang	

 

 

EXHIBIT 99.2
 
DIRECTORS AND EXECUTIVE OFFICERS OF KINGSFORD RESOURCES LIMITED
PERSONS CONTROLLING KINGSFORD RESOURCES LIMITED
DIRECTORS AND EXECUTIVE OFFICERS OF HIGH RANK INVESTMENTS LIMITED
PERSONS CONTROLLING HIGH RANK INVESTMENTS LIMITED
DIRECTORS AND EXECUTIVE OFFICERS OF BETTER RISE INVESTMENTS LIMITED
PERSONS CONTROLLING BETTER RISE INVESTMENTS LIMITED
 
The name, business address, present principal employment and citizenship of each director of Kingsford Resources Limited are set forth below.
 
Name	 	Business Address	 	Present Principal Employment	 	Citizenship	
Quiping Lai	 	22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China	 	President and Director of CNinsure Inc.	 	China	
Peng Ge	 	22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China	 	Chief Financial Officer of CNinsure Inc.	 	China	
Chunlin Wang	 	22/F, Yinhai Building
No. 299 Yanjiang Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China	 	Chief Executive Officer of CNinsure Inc.	 	China	

Kingsford Resources Limited is beneficially held approximately 69.4% by High Rank Investments Limited, a company incorporated in the British Virgin Islands, and approximately 30.6% by Better Rise Investments Limited, a company incorporated in the British Virgin Islands.
 
High Rank Investments Limited is beneficially held 100% by Qiuping Lai. Qiuping Lai is the sole director of High Rank Investments Limited. (See above for the information on Qiuping Lai.)
 
Better Rise Investments Limited is beneficially held approximately 67.1% by Peng Ge and approximately 32.9% by Chunlin Wang. Peng Ge is the sole directors of Better Rise Investments Limited. (See above for the information on Peng Ge and Chunlin Wang.)

 
Exhibit 99.4

AMENDMENT NO. 1 TO share purchase and sale AGREEMENT
 
This Amendment No. 1 to Share Purchase and Sale Agreement (this “Amendment”) is entered into as of August 12, 2015, between Kingsford Resources Limited, a company organized under the laws of British Virgin Islands (the “ Purchaser ”), and CDH Inservice Limited, a company organized under the laws of the British Virgin Islands (the “ Seller ”).
 
WITNESSETH:
 
WHEREAS, the Purchaser and the Seller are parties to that certain Share Purchase and Sale Agreement, dated as of January 4, 2015 (the “ Agreement ”);
 
WHEREAS, the Purchase and Seller wish to change the delivery date of Transaction Part Two (as defined in the Agreement) from January 15, 2016 to August 15, 2015; and
 
WHEREAS, pursuant to Section 4.03 of the Agreement, the Purchaser and the Seller may supplement or amend the Agreement.
 
NOW, THEREFORE, in consideration of these premises and mutual agreements set forth herein, the parties agree as follows:
 
1.            Amendment of Section 1.03(a). The second sentence of Section 1.03(a) of the Agreement is replaced by the following:
 
 “The Seller shall, by executing and delivering share transfer forms evidencing the transfer, deliver to the Purchaser 3,865,574 ADSs or its equivalent in Ordinary Shares on or prior to August 15, 2015, and the Purchaser shall pay to the Seller 25% of the Total Purchase Price on or prior to June 30, 2016, and the remaining 25% of the Total Purchase Price on or prior to December 20, 2016 (“ Transaction Part Two ”).”
 
 	2.           Amendment of Section 1.03(b). The first sentence of Section 1.03(b) of the Agreement is replaced by the following:
 
“At any time between January 15, 2015 and August 15, 2015, the Purchaser shall have the option to notify in writing (the “ Purchaser Notice ”) to the Seller to increase the number of Securities to be delivered to the Purchaser.”	
 
3.             Amendment of Section 1.04(c). Section 1.04(c) of the Agreement is replaced by the following:
 
“(c)	If any Purchaser Payment Default has occurred and is continuing, the Seller shall have the option (the “ Termination Option ”) to either (i) cancel Transaction Part Two or (ii) deliver any portion of the remaining Securities and continue Transaction Part Two in August 2015, provided that the Seller shall exercise the Termination Option between August 15, 2015 and September 15, 2015.”	
 
4.            The Agreement, as modified by this Amendment, shall be deemed effective as of the date first written above, as if executed on such date, together with the other writings referred to in the Agreement or delivered pursuant thereto which form a part thereof, contains the entire agreement among the parties with respect to the subject matter thereof and amends, restates and supersedes all prior and contemporaneous arrangements or understandings with respect thereto.
 
5.            Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import, shall mean and be a reference to the Agreement, as amended hereby. Except as specifically amended above, the Agreement shall remain in full force and effect and is hereby ratified and confirmed.
 
6.            Section 4.06 “Governing Law” of the Agreement is incorporated by reference herein.
 
7.            This Amendment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.
 
(Signatures on following page)

 
 
IN WITNESS WHEREOF, the parties have duly executed this Amendment, all as of the day and year first above written.

Kingsford Resources Limited, as the Purchaser	 	
 	 	
By:	/s/ Hu Yinan	 	
Name:	Hu Yinan	 	
 	 	 	
Title:	Director	 	

 
CDH Inservice Limited, as the Seller	 	
 	 	 	
By:	/s/ Shang Xiaojun	 	
Name:	Shang Xiaojun	 	
 	 	 	
Title:	Director	 	

 

 

Signature Page to Amendment No. 1 to Share Purchase and Sale Agreement