SC 13G/Amendment No. 2

0000950123-11-006364.txt : 20110128 0000950123-11-006364.hdr.sgml : 20110128 20110128065523 ACCESSION NUMBER: 0000950123-11-006364 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110128 DATE AS OF CHANGE: 20110128 GROUP MEMBERS: BAOGUO ZHU GROUP MEMBERS: DEEP PRIME LIMITED GROUP MEMBERS: GUANGXIA LIU GROUP MEMBERS: INNO GLOBAL TECHNOLOGY LIMITED 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: 11553685 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Inno Global Technology LTD CENTRAL INDEX KEY: 0001427105 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: NO. 17, LANGSHAN ROAD, NANSHAN DISTRICT CITY: SHENZHEN STATE: F4 ZIP: 518708 BUSINESS PHONE: 86-755-86252208 MAIL ADDRESS: STREET 1: NO. 17, LANGSHAN ROAD, NANSHAN DISTRICT CITY: SHENZHEN STATE: F4 ZIP: 518708 SC 13G/A 1 c11591sc13gza.htm SC 13G/AMENDMENT NO. 2 SC 13G/Amendment No. 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

VanceInfo Technologies Inc.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G9319E 109

(CUSIP Number)

December 31, 2010

(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).

(Continued on following pages)


CUSIP No.		G9319E 109


1	NAMES OF REPORTING PERSONS Baoguo Zhu


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

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	the People’s Republic of China

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,528,121 ordinary shares based on beneficial ownership of 1,528,121 American Depositary Shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			1,528,121 ordinary shares based on beneficial ownership of 1,528,121 American Depositary Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,528,121 ordinary shares based on beneficial ownership of 1,528,121 American Depositary 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)

	3.4%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

* based on the 44,556,910 ordinary shares outstanding as of December 31, 2010.


CUSIP No.		G9319E 109


1	NAMES OF REPORTING PERSONS Guangxia Liu


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

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	the People’s Republic of China

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,528,121 ordinary shares based on beneficial ownership of 1,528,121 American Depositary Shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			1,528,121 ordinary shares based on beneficial ownership of 1,528,121 American Depositary Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,528,121 ordinary shares based on beneficial ownership of 1,528,121 American Depositary 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)

	3.4%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

* based on the 44,556,910 ordinary shares outstanding as of December 31, 2010.


CUSIP No.		G9319E 109


1	NAMES OF REPORTING PERSONS Inno Global Technology Limited


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

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	British Virgin Islands

		5	SOLE VOTING POWER

NUMBER OF			1,408,386 ordinary shares based on beneficial ownership of 1,408,386 American Depositary Shares

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,408,386 ordinary shares based on beneficial ownership of 1,408,386 American Depositary Shares

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,408,386 ordinary shares based on beneficial ownership of 1,408,386 American Depositary 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)

	3.1%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

* based on the 44,556,910 ordinary shares outstanding as of December 31, 2010.


CUSIP No.		G9319E 109


1	NAMES OF REPORTING PERSONS Deep Prime Limited


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

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	British Virgin Islands

		5	SOLE VOTING POWER

NUMBER OF			119,735 ordinary shares based on beneficial ownership of 119,735 American Depositary Shares

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			119,735 ordinary shares based on beneficial ownership of 119,735 American Depositary Shares

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	119,735 ordinary shares based on beneficial ownership of 119,735 American Depositary 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)

	0.3%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

* based on the 44,556,910 ordinary shares outstanding as of December 31, 2010.


CUSIP No.		G9319E 109

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,
The People’s Republic of China

ITEM 2(a). NAME OF PERSON FILING:

Baoguo Zhu

Guangxia Liu

Inno Global Technology Limited

Deep Prime Limited

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

Baoguo Zhu:
No. 17 Lang Shan Road, North Science & Technology Park,
Nan Shan District, Shenzhen 518057
The People’s Republic of China

Guangxia Liu:
No. 17 Lang Shan Road, North Science & Technology Park,
Nan Shan District, Shenzhen 518057
The People’s Republic of China

Inno Global Technology Limited:
P.O. Box 957, Offshore Incorporation Centre,
Road Town, Tortola,
British Virgin Islands

Deep Prime Limited:
P.O. Box 957, Offshore Incorporation Centre,
Road Town, Tortola,
British Virgin Islands


CUSIP No.		G9319E 109

ITEM 2(c) CITIZENSHIP:

Each of Mr. Baoguo Zhu and Ms. Guangxia Liu is a citizen of the People’s Republic of China; Each of Inno Global Technology Limited and Deep Prime Limited is a British Virgin Islands company.

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, 2010:


								Shared
						Sole power		power to		Sole power to		Shared power
	Amount					to vote or		vote or to		dispose or to		to dispose or to
	beneficially		Percent			direct		direct		direct the		direct the
Reporting Person	owned:		of class:			the vote:		the vote:		disposition of:		disposition of:
Baoguo Zhu		1,528,121		3.4	%		0		1,528,121		0		1,528,121

Guangxia Liu		1,528,121		3.4	%		0		1,528,121		0		1,528,121

Inno Global Technology Limited		1,408,386		3.1	%		1,408,386		0		1,408,386		0

Deep Prime Limited		119,735		0.3	%		119,735		0		119,735		0

Inno Global Technology Limited is the beneficial owner of 1,408,386 American Depository Shares, each representing one ordinary share of the Issuer. Mr. Baoguo Zhu is the sole shareholder and director of Inno Global Technology Limited. Deep Prime Limited is the beneficial owner of 119,735 American Depositary Shares, each representing one ordinary share of the Issuer. Ms. Guangxia Liu is the sole shareholder and director of Deep Prime Limited. Mr. Baoguo Zhu and Ms. Guangxia Liu are husband and wife. Mr. Baoguo Zhu and Ms. Guangxia Liu may be deemed to beneficially own all of ordinary shares of the Issuer held by Inno Global Technology Limited, and Deep Prime Limited in accordance with Regulation 13(d) of the Securities Act.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: þ


CUSIP No.		G9319E 109

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


CUSIP No.		G9319E 109

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: January 28, 2011


Inno Global Technology Limited	By:	/s/ Baoguo Zhu Name: Baoguo Zhu
		Title: Director

Baoguo Zhu	/s/ Baoguo Zhu

	Baoguo Zhu

Deep Prime Limited	By:	/s/ Guangxia Liu

		Name: Guangxia Liu Title: Director

Guangxia Liu	/s/ Guangxia Liu

	Guangxia Liu


CUSIP No.		G9319E 109

LIST OF EXHIBITS


Exhibit No.		Description

A		Joint Filing Agreement

EX-99.A 2 c11591exv99wa.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 January 28, 2011.


Inno Global Technology Limited	By:	/s/ Baoguo Zhu Name: Baoguo Zhu
		Title: Director

Baoguo Zhu	/s/ Baoguo Zhu

	Baoguo Zhu

Deep Prime Limited	By:	/s/ Guangxia Liu

		Name: Guangxia Liu Title: Director

Guangxia Liu	/s/ Guangxia Liu

	Guangxia Liu