UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
VanceInfo Technologies Inc. |
(Name of issuer)
Ordinary Shares |
(Title of class of securities)
G9319E 109 |
(CUSIP number)
December 31, 2011 |
(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)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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).
SCHEDULE 13G
CUSIP No. G9319E 109 | Page 2 of 11 Pages |
(1) |
Names of reporting persons
Chris Shuning Chen | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Citizenship or place of organization
The Peoples Republic of China | |||||
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
136,478 ordinary shares | ||||
(6) | Shared voting power
3,830,420 ordinary shares | |||||
(7) | Sole dispositive power
136,478 ordinary shares | |||||
(8) | Shared dispositive power
3,830,420 ordinary shares | |||||
(9) |
Aggregate amount beneficially owned by each reporting person
3,966,898 ordinary shares | |||||
(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
(11) |
Percent of class represented by amount in Row (9)
8.8%* | |||||
(12) |
Type of reporting person (see instructions)
IN |
* | based on the 44,714,963 ordinary shares outstanding as of December 31, 2011, 3,978 ordinary shares issuable pursuant to restricted share units that are to be vested within 60 days of December 31, 2011, and options to purchase a total of 195,000 ordinary shares issuable upon the exercise of options once vested. |
SCHEDULE 13G
CUSIP No. G9319E 109 | Page 3 of 11 Pages |
(1) |
Names of reporting persons
Button Software Ltd. | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Citizenship or place of organization
British Virgin Islands | |||||
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
(6) | Shared voting power
3,830,420 ordinary shares | |||||
(7) | Sole dispositive power
0 | |||||
(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) ¨
| |||||
(11) |
Percent of class represented by amount in Row (9)
8.6%* | |||||
(12) |
Type of reporting person (see instructions)
CO |
* | based on the 44,714,963 ordinary shares outstanding as of December 31, 2011 and options to purchase a total of 62,500 ordinary shares issuable upon the exercise of options once vested. |
SCHEDULE 13G
CUSIP No. G9319E 109 | Page 4 of 11 Pages |
(1) |
Names of reporting persons
TAIRON INVESTMENT LIMITED | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Citizenship or place of organization
British Virgin Islands | |||||
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
(6) | Shared voting power
3,830,420 ordinary shares | |||||
(7) | Sole dispositive power
0 | |||||
(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) ¨
| |||||
(11) |
Percent of class represented by amount in Row (9)
8.6%* | |||||
(12) |
Type of reporting person (see instructions)
CO |
* | based on the 44,714,963 ordinary shares outstanding as of December 31, 2011 and options to purchase a total of 62,500 ordinary shares issuable upon the exercise of options once vested. |
SCHEDULE 13G
CUSIP No. G9319E 109 | Page 5 of 11 Pages |
(1) |
Names of reporting persons
ALTIVO INVESTMENTS LIMITED | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Citizenship or place of organization
Bahamas | |||||
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
(6) | Shared voting power
3,830,420 ordinary shares | |||||
(7) | Sole dispositive power
0 | |||||
(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) ¨
| |||||
(11) |
Percent of class represented by amount in Row (9)
8.6%* | |||||
(12) |
Type of reporting person (see instructions)
CO |
* | based on the 44,714,963 ordinary shares outstanding as of December 31, 2011 and options to purchase a total of 62,500 ordinary shares issuable upon the exercise of options once vested. |
SCHEDULE 13G
CUSIP No. G9319E 109 | Page 6 of 11 Pages |
(1) |
Names of reporting persons
CREDIT SUISSE TRUST LIMITED AS TRUSTEE OF THE ALTIVO TRUST | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Citizenship or place of organization
Singapore | |||||
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
(6) | Shared voting power
3,830,420 ordinary shares | |||||
(7) | Sole dispositive power
0 | |||||
(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) ¨
| |||||
(11) |
Percent of class represented by amount in Row (9)
8.6%* | |||||
(12) |
Type of reporting person (see instructions)
OO |
* | based on the 44,714,963 ordinary shares outstanding as of December 31, 2011 and options to purchase a total of 62,500 ordinary shares issuable upon the exercise of options once vested. |
SCHEDULE 13G
CUSIP No. G9319E 109 | Page 7 of 11 Pages |
ITEM 1(a). | NAME OF ISSUER: |
VanceInfo Technologies Inc. (the Issuer)
ITEM 1(b). | ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES: |
3/F, Building 8, Zhongguancun Software Park,
Haidian District, Beijing 100193,
Peoples Republic of China
ITEM 2(a). | NAME OF PERSON FILING: |
Chris Shuning Chen
Button Software Ltd.
TAIRON INVESTMENT LIMITED
ALTIVIO INVESTMENTS LIMITED
CREDIT SUISSE TRUST LIMITED AS TRUSTEE OF THE ALTIVO TRUST
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,
Peoples 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
ALTIVIO INVESTMENTS LIMITED:
The Bahamas Financial Centre,
Shirley & Charlotte Streets, P.O. Box N-3023,
Nassau, Bahamas
CREDIT SUISSE TRUST LIMITED AS TRUSTEE OF THE ALTIVO TRUST:
c/o Credit Suisse Trust Limited,
1 Raffles Link #05-02 Singapore 039393
SCHEDULE 13G
CUSIP No. G9319E 109 | Page 8 of 11 Pages |
ITEM 2(c) | CITIZENSHIP: |
Mr. Chen the Peoples Republic of China
BUTTON SOFTWARE LTD. and TAIRON INVESTMENT LIMITED British Virgin Islands
ALTIVO INVESTMENTS LIMITED Bahamas
CREDIT SUISSE TRUST LIMITED AS TRUSTEE OF THE ALTIVO TRUST 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, 2011:
Reporting Person |
Amount beneficially owned: |
Percent of class: |
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: |
||||||||||||||||||
CHIRS SHUNING CHEN |
3,966,898 | 8.8 | % | 136,478 | 3,830,420 | 136,478 | 3,830,420 | |||||||||||||||||
BUTTON SOFTWARE LTD. |
3,830,420 | 8.6 | % | 0 | 3,830,420 | 0 | 3,830,420 | |||||||||||||||||
TAIRON INVESTMENT LIMITED |
3,830,420 | 8.6 | % | 0 | 3,830,420 | 0 | 3,830,420 | |||||||||||||||||
ALTIVO INVESTMENTS LIMITED |
3,830,420 | 8.6 | % | 0 | 3,830,420 | 0 | 3,830,420 | |||||||||||||||||
CREDIT SUISSE TRUST LIMITED AS TRUSTEE OF THE ALTIVO TRUST |
3,830,420 | 8.6 | % | 0 | 3,830,420 | 0 | 3,830,420 |
Mr. Chen may be deemed to be the beneficial owner of 3,978 ordinary shares issuable pursuant to restricted share units that are to be vested within 60 days of December 31, 2011 and 132,500 ordinary shares of the Issuer issuable upon the exercise of the options held by him.
SCHEDULE 13G
CUSIP No. G9319E 109 | Page 9 of 11 Pages |
BUTTON SOFTWARE LTD., of which Mr. Chen is the sole director, holds 2,517,920 ordinary shares of the Issuer and is the beneficial owner of 712,500 American Depositary Shares, each representing one ordinary share of the Issuer. TAIRON INVESTMENT LIMITED, of which Mr. Chen is the sole director, is the beneficial owner of 537,500 American Depositary Shares and also may be deemed to be the beneficial owner of 62,500 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 THE ALTIVO TRUST, of which CREDIT SUISSE TRUST LIMITED acts as the trustee. Mr. Chen, BUTTON SOFTWARE LTD., TAIRON INVESTMENT LIMITED, ALTIVIO INVESTMENTS LIMITED, and CREDIT SUISSE TRUST LIMITED AS TRUSTEE OF THE ALTIVO TRUST 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
SCHEDULE 13G
CUSIP No. G9319E 109 | Page 10 of 11 Pages |
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 13, 2012
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/ Dominik Birri, Serene Chew | ||||
Name: Dominik Birri/Serene Chew | ||||||
Authorized Signatories | ||||||
For and on behalf of Bukit Merah Limited | ||||||
Title: Corporate Director | ||||||
CREDIT SUISSE TRUST LIMITED | ||||||
AS TRUSTEE OF THE ALTIVO TRUST | Credit Suisse Trust Limited in its | |||||
capacity of Trustee of The Altivo Trust | ||||||
By: | /s/ Dominik Birri | |||||
Name: Dominik Birri | ||||||
Title: Authorized Signatory | ||||||
By: | /s/ Serene Chew | |||||
Name: Serene Chew | ||||||
Title: Authorized Signatory |
SCHEDULE 13G
CUSIP No. G9319E 109 | Page 11 of 11 Pages |
LIST OF EXHIBITS
Exhibit No. |
Description | |
A | Joint Filing Agreement |
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 13, 2012.
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/ Dominik Birri, Serene Chew | ||||
Name: Dominik Birri/Serene Chew | ||||||
Authorized Signatories | ||||||
For and on behalf of Bukit Merah Limited | ||||||
Title: Corporate Director | ||||||
CREDIT SUISSE TRUST LIMITED | ||||||
AS TRUSTEE OF THE ALTIVO TRUST | Credit Suisse Trust Limited in its capacity of Trustee of The Altivo Trust | |||||
By: | /s/ Dominik Birri | |||||
Name: Dominik Birri | ||||||
Title: Authorized Signatory | ||||||
By: | /s/ Serene Chew | |||||
Name: Serene Chew | ||||||
Title: Authorized Signatory |