[] [TH DATED THE 27 (1) INSCOM HK LIMITED and (2) INSCOM GROUP LIMITED and (3) INSCOM HOLDING LIMITED and (4) APOLLO & MUSE HOLDING LIMITED and (5) CLEVER STAR HOLDINGS LIMITED and (6) CISG HOLDINGS LIMITED SUPPLEMENTAL SUBSCRIPTION INSCOM HOLDING LIMITED STEVENSON, WONG & CO. THIS SUPPLEMENTAL SUBSCRIPTION AND SHARES PURCHASE AND SHAREHOLDERS AGREEMENT th BETWEEN (1) INSCOM HK LIMITED] [DATED THE 29TH DAY OF OCTOBER, 2010 (1) INSCOM HOLDING LIMITED and (2) INSCOM GROUP LIMITED and (3) INSCOM HK LIMITED and (4) APOLLO & MUSE HOLDING LIMITED and (5) CLEVER STAR HOLDINGS LIMITED and (6) CISG HOLDINGS LTD. and (7) WANG STRATEGIC CAPITAL PARTNERS (II) LIMITED and (8) HARBOR PACIFIC CAPITAL PARTNERS I, LP DEED OF ADHERENCE INSCOM HOLDING] [DATED THE 29TH DAY OF OCTOBER 2010 (1) INSCOM HOLDING LIMITED and (2) INSCOM GROUP LIMITED and (3) INSCOM HK LIMITED and (4) APOLLO & MUSE HOLDING LIMITED and (5) CLEVER STAR HOLDINGS LIMITED and (6) WANG STRATEGIC CAPITAL PARTNERS (II) LIMITED and (7) HARBOR PACIFIC CAPITAL PARTNERS I, LP SUBSCRIPTION and SHARE PURCHASE INSCOM HOLDING LIMITED STEVENSON, WONG &] [Put Option Agreement among Hu Yinan and APOLLO & MUSE HOLDING LIMITED WANG STRATEGIC CAPITAL PARTNERS (II) LIMITED HARBOR PACIFIC CAPITAL PARTNERS I, LP 29th OCTOBER 2010 Table of Contents Article Page 1 DEFINITIONS AND INTERPRETATION 3 2 PUT OPTION 5 3 ENTIRE AGREEMENT 7 4 CONFIDENTIALITY 7 5 NOTICE AND OTHER COMMUNICATION 8 6 GENERAL 9 7 APPLICABLE LAW] [LOAN AGREEMENT this Agreement December 3 THIS LOAN AGREEMENT (“ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Chunlin Wang WHEREAS: 1. PRC Party A is a wholly foreign-owned enterprise duly incorporated under the laws of the People’s Republic of China (the “ 2. Shenzhen Xinbao Party B is a Chinese citizen and holds 95% equity] [EQUITY PLEDGE AGREEMENT this Agreement December 3, THIS EQUITY PLEDGE AGREEMENT (hereinafter “ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Chunlin Wang Third Party: Shenzhen Xinbao Investment Management Co., Ltd. WHEREAS: 1. PRC Party A is a wholly foreign-owned enterprise incorporated in the People’s Republic of China (hereinafter the “ 2. Shenzhen Xinbao Party B] [EXCLUSIVE PURCHASE OPTION AGREEMENT this Agreement December 3 THIS EXCLUSIVE PURCHASE OPTION AGREEMENT (hereinafter “ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Chunlin Wang Party C: Shenzhen Xinbao Investment Management Co., Ltd. Party Parties In this Agreement, Party A, Party B and Party C are referred to individually as a “ WHEREAS: 1. PRC Party] [POWER OF ATTORNEY PRC Shenzhen Xinbao Ying Si Kang I, Chunlin Wang, a citizen of the People’s Republic of China (the “ I hereby authorize the person designated by Ying Si Kang which it thinks fit to represent me with full power to exercise all voting rights of shareholder to which I shall be entitled in accordance with PRC laws] [LOAN AGREEMENT this Agreement December 3 THIS LOAN AGREEMENT (“ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Yuan Tian WHEREAS: 1. PRC Party A is a wholly foreign-owned enterprise duly incorporated under the laws of the People’s Republic of China (the “ 2. Shenzhen Xinbao Party B is a Chinese citizen and holds 5% equity] [EQUITY PLEDGE AGREEMENT this Agreement December 3, THIS EQUITY PLEDGE AGREEMENT (hereinafter “ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Yuan Tian Third Party: Shenzhen Xinbao Investment Management Co., Ltd. WHEREAS: 1. PRC Party A is a wholly foreign-owned enterprise incorporated in the People’s Republic of China (hereinafter the “ 2. Shenzhen Xinbao Party B] [EXCLUSIVE PURCHASE OPTION AGREEMENT this Agreement December 3 THIS EXCLUSIVE PURCHASE OPTION AGREEMENT (hereinafter “ Party A: Ying Si Kang Information Technology (Shenzhen) Co., Ltd. Party B: Yuan Tian Party C: Shenzhen Xinbao Investment Management Co., Ltd. Party Parties In this Agreement, Party A, Party B and Party C are referred to individually as a “ WHEREAS: 1. PRC Party] [POWER OF ATTORNEY PRC Shenzhen Xinbao Ying Si Kang I, Yuan Tian, a citizen of the People’s Republic of China (the “ I hereby authorize the person designated by Ying Si Kang which it thinks fit to represent me with full power to exercise all voting rights of shareholder to which I shall be entitled in accordance with PRC laws] [SHARE SUBSCRIPTION AGREEMENT Agreement Company WS CISG Subscribers Mr. Lin Expert Central Mancini Founder parties party This Share Subscription Agreement (this “ W I T N E S S E T H : WHEREAS, Mr. Lin is the sole shareholder of each of Expert Central and Mancini which collectively are the record and beneficial owners of all of the outstanding] [EXECUTION COPY SHARE PURCHASE AGREEMENT dated as of March 24 , 2011 among WINNER SIGHT GLOBAL LIMITED, CNINSURE INC., CISG HOLDINGS LTD., GUANGDONG MEIDIYA INVESTMENT CO., LTD., MR. KEPING LIN, EXPERT CENTRAL LIMITED, MANCINI HOLDINGS LIMITED, DATONG INTERNATIONAL HOLDINGS LIMITED, DATONG GROUP LIMITED, BEIJING DAHUA RONGJIN INFORMATION TECHNOLOGY LIMITED, BEIJING FANHUA DATONG INVESTMENT MANAGEMENT CO., LTD., and DATONG INSURANCE SALES] [SHARE TRANSFER AGREEMENT by and between Guangdong Meidiya Investment Co., Ltd. and Beijing Min Si Lian Hua Investment Management Co., Ltd. Regarding Beijing Fanhua Datong Investment Management Co., Ltd. This Agreement is entered into by and among the following parties on March 24, 2011, in Beijing. Guangdong Meidiya Transferor Transferor: Guangdong Meidiya Investment Co., Ltd. (“ Address: Room 603, Xiangkang] [Supplemental Agreement to Share Transfer Agreement by and between Guangdong Meidiya Investment Co., Ltd. and Beijing Min Si Lian Hua Investment Management Co., Ltd. Regarding Beijing Fanhua Datong Investment Management Co., Ltd. this Agreement March 24 This Supplemental Agreement to the Share Transfer Agreement (“ Guangdong Meidiya Transferor Transferor: Guangdong Meidiya Investment Co., Ltd. (“ Min Si Lian Hua Transferee] [SETTLEMENT AGREEMENT (SHAREHOLDERS AGREEMENT) “Agreement” This Settlement Agreement (this Party A: Guangdong Meidiya Investment Co., Ltd. Party B: Keping Lin Party C: Beijing Fanhua Datong Investment Management Co., Ltd. Parties The three parties mentioned above are referred to collectively as the “ WHEREAS: 1. “Datong Investment” PRC Party C (or 2. “Original Shareholders Agreements” Party A and Party B have] [FORM OF CONSULTING AND SERVICE AGREEMENT THIS CONSULTING AND SERVICE AGREEMENT (hereinafter referred to as “this Agreement”) is entered into on Party A: Fanhua Xinlian Information Technology Consulting (Shenzhen) Co., Ltd. rd Address: Rooms E2, F1, Tower Building, Times Fortune Building, Fuhua 3 Party B: Address: WHEREAS: (1) Party A is an enterprise duly incorporated under the laws of the] [FORM OF CONSULTING AND SERVICE AGREEMENT THIS CONSULTING AND SERVICE AGREEMENT (hereinafter referred to as “this Agreement”) is entered into in on Party A: Fanhua Zhonnglian Enterprise Image Planning (Shenzhen) Co., Ltd. rd Address: Room E1, E4 and E6, 22/F, Tower Building, Times Fortune Building, Fuhua 3 Party B: Address: WHEREAS: (1) Party A is an enterprise duly incorporated under] [FORM OF IT PLATFORM SERVICE AGREEMENT Party A: Party B: Litian Zhuoyue Software (Beijing) Co., Ltd. (hereinafter referred to as “Party B”) Contract Law of the People’s Republic of China 1. Service items During the term of the system platform service, Party A shall be entitled to the following services: (1) Service for the provision of spaces: Party B shall] [List of Subsidiaries and Consolidated Affiliated Entities Percentage attributable to our Place of Subsidiaries company incorporation 1. CISG Holdings Ltd. 100 % BVI 2. CNinsure Holdings Ltd. 100 % BVI 3. Intense Rise Limited 100 % Hong Kong 4. Fanhua Zhonglian Enterprise Image Planning (Shenzhen) Co., Ltd. (formerly known as Haidileji Enterprise Image Planning (Shenzhen) Co., Ltd.). 100 % PRC] [Certification by the Chief Executive Officer I, Yinan Hu, certify that: 1. I have reviewed this annual report on Form 20-F of CNinsure Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Financial Officer I, Peng Ge, certify that: 1. I have reviewed this annual report on Form 20-F of CNinsure Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Yinan Hu Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Peng Ge Chief Financial Officer] [[Letterhead of Maples and Calder] Our ref VZL\628018\4489002v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com CNinsure Inc. 4 May 2011 Dear Sirs Re: CNinsure Inc. (the “Company”) Yours faithfully Maples and Calder] [Commerce & Finance Law Offices www.tongshang.com.cn E-mail Add: beijing@tongshang.com Website: May 4, 2011 To: CNinsure Inc. 22/F, Yinhai Building Dear Sirs, Yours faithfully, Commerce & Finance Law Offices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte Touche Tohmatsu]