SecProbe.io

November 3, 2010

Mr. Peng Ge
Chief Financial Officer  CNInsure, Inc.  22/F, Yinhai Building No. 299  Yanjiang Zhong Road Guangzhou, Guangdong 510110 People’s Republic of China

 Re: CNInsure, Inc.    Form 20-F for the Year Ended December 31, 2009
Filed on May 7, 2010
 File No. 001-33768

Dear Mr. Ge:

We have reviewed your filing and have the following comments.  In our comments, we
ask you to provide us with information so  we may better underst and your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  Where a comment requests you to revise disclosu re, the information you provide s hould show us what the revised
disclosure will look like and identify the filing in which you intend to first include it.  If you do
not believe a comment applies to your facts a nd circumstances, please tell us why in your
response.  Please furnish us a letter on EDGAR under the form type label CORRESP that keys
your responses to our comments.
 After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Consolidated Financial Statements

Notes to Consolidated Financial Statements
(19) Share-based Compensation
2007 Options, page F-36

1. You disclose that upon voluntary surrender by option holders you canceled options to
purchase an aggregate of 30,804,500 shares in December 2008 and recognized RMB
29,634 for the remaining unamortized expenses  in connection with  the cancellation.
You also issued options to purchas e 32,000,000 shares to your employees and
directors in November 2008.  Pl ease tell us if you account ed for the cancellation of

Mr. Peng Ge
CNInsure, Inc.           November 3, 2010 Page 2
 the 30,804,500 shares as a can cellation or a modificat ion and reference the
authoritative literature supporting your accoun ting treatment.  Please revise your
disclosures to clarify your accounting polic y for the cancellation and modification of
options to purchase shares.
 Item 15. Controls and Procedures, page 96

2. We note that you conduct substantially all of your operations outside of the United
States.  In order to enhance our unders tanding of how you prepare your financial
statements, we ask that you provide us with information that will help us answer the
following questions.

How do you evaluate and a ssess internal control o ver financial reporting?

• Please describe the process you used to determine whether in ternal control over
financial reporting effectively considered controls to address financial reporting
risks that are relevant to all locations where you have operations.

• If you have an internal aud it function, please describe it a nd explain how, if at all,
that function impacted your evaluation of your internal control over financial
reporting.

How do you maintain your books and record s and prepare your financial statements?

• If you maintain your books and records in accordance with US GAAP, describe
the controls you maintain to ensure that the activities you conduct and the
transactions you consummate are record ed in accordance with US GAAP.

• If you do not maintain your books and r ecords in accordance with US GAAP, tell
us what basis of accounting you use and de scribe the process you go through to
convert your books and records to US GAAP for SEC reporting.  Describe the controls you maintain to ensure that you have made all necessary and appropriate adjustments in your conver sions and disclosures.

Who is involved in y our financial reporting?

We would like to understand more about the background of the people who are primarily
responsible for preparing and s upervising the preparation of your financial statements and
their knowledge of US GAAP and SEC rules a nd regulations.  Without identifying people
by name, for each person, please tell us:

• what role he or she takes in pr eparing your financial statements;
• what relevant education and ongoing trai ning he or she has had relating to US
GAAP;

Mr. Peng Ge
CNInsure, Inc.           November 3, 2010 Page 3
 • the nature of his or her contract ual or other relationship to you;
• whether he or she holds and maintains any professional designations such as
Certified  Public Accoun tant (US) or Certified Management Accountant; and
• about his or her professional experience, including experience in preparing and/or
auditing financial statements prep ared in accordance with US GAAP.

If you retain an accounting firm or an organiza tion to prepare your financial statements,
please tell us:

• the name and address of the acc ounting firm or organization;
• the qualifications of their employees who perform the services for your company;
• how and why they are qualified to prepare your financial statements;
• how many hours they spent last year performing these services for you; and
• the total amount of fees you paid to each accounting firm or organization in
connection with the preparation of your fi nancial statements for the most recent
fiscal year end.

If you retain individuals who are not your  employees to prepare your financial
statements, without providing us with their names, please tell us:

• why you believe they are qualified to prepare your financial statements;
• how many hours they spent last year performing these services for you; and
• the total amount of fees you paid to each individual in connection with the
preparation of your financial statements  for the most recent fiscal year end.

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s all information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.      In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. Peng Ge
CNInsure, Inc.           November 3, 2010 Page 4
 You may contact Ibolya Igna t, Staff Accountant at (202)  551-3656, or Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding these comments.
In this regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant