Scheudle 13G/Amendment No. 1

0000950123-10-011309.txt : 20100211 0000950123-10-011309.hdr.sgml : 20100211 20100211102534 ACCESSION NUMBER: 0000950123-10-011309 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100211 DATE AS OF CHANGE: 20100211 GROUP MEMBERS: ALTIVO INVESTMENTS LIMITED GROUP MEMBERS: ALTIVO TRUST GROUP MEMBERS: BUTTON SOFTWARE LTD. GROUP MEMBERS: CHRIS SHUNING CHEN GROUP MEMBERS: CREDIT SUISSE TRUST LIMITED GROUP MEMBERS: TAIRON INVESTMENT LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHEN CHRIS SHUNING CENTRAL INDEX KEY: 0001425959 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 3/F, BUILDING 8 STREET 2: ZHONGGUANCUN SOFTWARE PARK CITY: HAIDIAN DISTRICT, BEIJING STATE: F4 ZIP: 100094 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VanceInfo Technologies Inc. CENTRAL INDEX KEY: 0001417961 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83659 FILM NUMBER: 10589979 BUSINESS ADDRESS: STREET 1: 3/F, BUILDING 8 STREET 2: ZHONGGUANCUN SOFTWARE PARK, HAIDIAN DIST CITY: BEIJING STATE: F4 ZIP: 100094 BUSINESS PHONE: (86-10) 8282-5266 MAIL ADDRESS: STREET 1: 3/F, BUILDING 8 STREET 2: ZHONGGUANCUN SOFTWARE PARK, HAIDIAN DIST CITY: BEIJING STATE: F4 ZIP: 100094 SC 13G/A 1 c96078sc13gza.htm SCHEDULE 13G/AMENDMENT NO. 1 Scheudle 13G/Amendment No. 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

VanceInfo Technologies Inc.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G9319E 109

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

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

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 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 the disclosures provided in a prior cover page.

The information required in 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.		G9319E 109


1	NAMES OF REPORTING PERSONS Chris Shuning Chen


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	The People’s Republic of China

		5	SOLE VOTING POWER

NUMBER OF			85,000 ordinary shares

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,830,420 ordinary shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			85,000 ordinary shares

WITH:		8	SHARED DISPOSITIVE POWER

			3,830,420 ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,915,420 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.7%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

*based on the 39,888,092 ordinary shares outstanding as of December 31, 2009 and options to purchase a total of 685,000 ordinary shares issuable upon the exercise of options once vested.


CUSIP No.		G9319E 109


1	NAMES OF REPORTING PERSONS Button Software Ltd.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	British Virgin Islands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,830,420 ordinary shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			3,830,420 ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,830,420 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.5%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

*based on the 39,888,092 ordinary shares outstanding as of December 31, 2009 and options to purchase a total of 600,000 ordinary shares issuable upon the exercise of options once vested.


CUSIP No.		G9319E 109


1	NAMES OF REPORTING PERSONS TAIRON INVESTMENT LIMITED


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	British Virgin Islands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,830,420 ordinary shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			3,830,420 ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,830,420 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.5%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

*based on the 39,888,092 ordinary shares outstanding as of December 31, 2009 and options to purchase a total of 600,000 ordinary shares issuable upon the exercise of options once vested.


CUSIP No.		G9319E 109


1	NAMES OF REPORTING PERSONS Altivo Investments Limited


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Bahamas

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,830,420 ordinary shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			3,830,420 ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,830,420 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.5%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

*based on the 39,888,092 ordinary shares outstanding as of December 31, 2009 and options to purchase a total of 600,000 ordinary shares issuable upon the exercise of options once vested.


CUSIP No.		G9319E 109


1	NAMES OF REPORTING PERSONS ALTIVO TRUST


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Singapore

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,830,420 ordinary shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			3,830,420 ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,830,420 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.5%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

*based on the 39,888,092 ordinary shares outstanding as of December 31, 2009 and options to purchase a total of 600,000 ordinary shares issuable upon the exercise of options once vested.


CUSIP No.		G9319E 109


1	NAMES OF REPORTING PERSONS Credit Suisse Trust Limited


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Singapore

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,830,420 ordinary shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			3,830,420 ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,830,420 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.5%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

*based on the 39,888,092 ordinary shares outstanding as of December 31, 2009 and options to purchase a total of 600,000 ordinary shares issuable upon the exercise of options once vested.


ITEM 1(a).		NAME OF ISSUER:

VanceInfo Technologies Inc. (the “Issuer”)


ITEM 1(b).		ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

3/F, Building 8, Zhongguancun Software Park,
Haidian District, Beijing 100193,
People’s Republic of China


ITEM 2(a).		NAME OF PERSON FILING:

Chris Shuning Chen
Button Software Ltd.
TAIRON INVESTMENT LIMITED
Altivo Investments Limited
ALTIVO TRUST
Credit Suisse Trust Limited


ITEM 2(b).		ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

Chris Shuning Chen:
3/F, Building 8, Zhongguancun Software Park,
Haidian District, Beijing 100193,
People’s Republic of China

Button Software Ltd.:
OMC Chambers, P.O. Box 3152,
Road Town, Tortola,
British Virgin Islands

TAIRON INVESTMENT LIMITED:
Room 502, No. 6 Unit, No. 9 Building, No. 2 Area,
6 North DongShiHuan Road, Chao Yang District,
100011, Beijing, PRC

Altivo Investments Limited:
The Bahamas Financial Centre,
Shirley & Charlotte Streets, P.O. Box N-3023,
Nassau, Bahamas

ALTIVO TRUST:
c/o Credit Suisse Trust Limited,
1 Raffles Link #05-02 Singapore 039393

Credit Suisse Trust Limited:
1 Raffles Link #05-02, Singapore 039393


ITEM 2(c).		CITIZENSHIP:

Mr. Chen — the People’s Republic of China
Button Software Ltd. and TAIRON INVESTMENT LIMITED — British Virgin Islands
Altivo Investments Limited — Bahamas
ALTIVO TRUST and Credit Suisse Trust Limited — Singapore


ITEM 2(d).		TITLE OF CLASS OF SECURITIES:

Ordinary Shares


ITEM 2(e).		CUSIP NUMBER:

G9319E 109


ITEM 3.		Not Applicable


ITEM 4.		OWNERSHIP:

The following information with respect to the ownership of the Ordinary Shares of the issuer by the Reporting Person is provided as of December 31, 2009:


								Shared
						Sole power		power to		Sole power to		Shared power
	Amount					to vote		vote or		dispose or to		to dispose or to
	beneficially		Percent			or direct		to direct		direct the		direct the
Reporting Person	owned:		of class:			the vote:		the vote:		disposition of:		disposition of:
Chris Shuning Chen		3,915,420		9.7	%		85,000		3,830,420		85,000		3,830,420
Button Software Ltd.		3,830,420		9.5	%		0		3,830,420		0		3,830,420
TAIRON INVESTMENT LIMITED		3,830,420		9.5	%		0		3,830,420		0		3,830,420
Altivo Investments Limited		3,830,420		9.5	%		0		3,830,420		0		3,830,420
ALTIVO TRUST		3,830,420		9.5	%		0		3,830,420		0		3,830,420
Credit Suisse Trust Limited		3,830,420		9.5	%		0		3,830,420		0		3,830,420

Mr. Chen may be deemed to be the beneficial owner of 85,000 ordinary shares of the Issuer issuable upon the exercise of the options held by him.

Button Software Ltd., of which Mr. Chen is the sole director, holds 2,630,420 ordinary shares of the Issuer and is the beneficial owner of 600,000 American Depositary Shares, each representing one ordinary share of the Issuer. TAIRON INVESTMENT LIMITED, of which Mr. Chen is the sole director, may be deemed to be the beneficial owner of 600,000 ordinary shares of the Issuer issuable upon the exercise of the options held by it. Button Software Ltd. and TAIRON INVESTMENT LIMITED are 100% owned by Altivo Investments Limited, which in turn is wholly owned by ALTIVO TRUST, of which Credit Suisse Trust Limited acts as the trustee. Mr. Chen, Button Software Ltd., TAIRON INVESTMENT LIMITED, Altivo Investments Limited, ALTIVO TRUST and Credit Suisse Trust Limited may be deemed to be a group for the ordinary shares as defined in Rule 13d-5(b) under the Securities Exchange Act of 1934, and each member of such group may be deemed to beneficially own the ordinary shares beneficially owned by the other members constituting such group.

Credit Suisse Trust Limited disclaims beneficial ownership of the ordinary shares. The filing of this Schedule 13G should not be deemed an admission that Credit Suisse Trust Limited is the beneficial owner of such ordinary shares for any purpose.


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:

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

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: February 11, 2010



Chris Shuning Chen	By:	/s/ Chris Shuning Chen
		Chris Shuning Chen



Button Software Ltd.	By:	/s/ Chris Shuning Chen
		Name:	Chris Shuning Chen
		Title:	Director


TAIRON INVESTMENT LIMITED	By:	/s/ Chris Shuning Chen
		Name:	Chris Shuning Chen
		Title:	Director


Altivo Investments Limited	By:	/s/ Joni Sim and Peter Leppard
		Name:	Joni Sim, Peter Leppard Authorized Signatories For and on behalf of Bukit Merah Limited
		Title:	Corporate Director

Credit Suisse Trust Limited	Credit Suisse Trust Limited in its capacity of Trustee of The Altivo Trust
	By:	/s/ Joni Sim and Peter Leppard
		Name:	Joni Sim, Peter Leppard
		Title:	Authorized Signatory

LIST OF EXHIBITS


Exhibit No.		Description

A		Joint Filing Agreement

EX-99.A 2 c96078exv99wa.htm EXHIBIT A Exhibit A

EXHIBIT A: Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.001 per share, of VanceInfo Technologies Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. 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 February 11, 2010.



Chris Shuning Chen	By:	/s/ Chris Shuning Chen
		Chris Shuning Chen



Button Software Ltd.	By:	/s/ Chris Shuning Chen
		Name:	Chris Shuning Chen
		Title:	Director


TAIRON INVESTMENT LIMITED	By:	/s/ Chris Shuning Chen
		Name:	Chris Shuning Chen
		Title:	Director


Altivo Investments Limited	By:	/s/ Joni Sim and Peter Leppard
		Name:	Joni Sim, Peter Leppard Authorized Signatories For and on behalf of Bukit Merah Limited
		Title:	Corporate Director

Credit Suisse Trust Limited	Credit Suisse Trust Limited in its capacity of Trustee of The Altivo Trust
	By:	/s/ Joni Sim and Peter Leppard
		Name:	Joni Sim, Peter Leppard
		Title:	Authorized Signatory