eh1300971_13da1-isoftstone.htm

0000950142-13-001702.txt : 20130726 0000950142-13-001702.hdr.sgml : 20130726 20130726062716 ACCESSION NUMBER: 0000950142-13-001702 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130726 DATE AS OF CHANGE: 20130726 GROUP MEMBERS: ACCURATE GLOBAL LTD GROUP MEMBERS: ADVANCED ORIENT LTD GROUP MEMBERS: CHINA EVERBRIGHT GP LTD GROUP MEMBERS: CHINA EVERBRIGHT INVESTMENT MANAGEMENT LTD GROUP MEMBERS: CHINA EVERBRIGHT LTD GROUP MEMBERS: CHINA FOREBRIGHT INVESTMENT MANAGEMENT LTD GROUP MEMBERS: CHINA SPECIAL OPPORTUNITIES FUND III L.P. GROUP MEMBERS: CHINA SPECIAL OPPORTUNITIES FUND L.P. GROUP MEMBERS: CSOF III GP LTD GROUP MEMBERS: CSOF TECHNOLOGY INVESTMENTS LTD GROUP MEMBERS: FOREBRIGHT ADVISORS LTD GROUP MEMBERS: FOREBRIGHT PARTNERS LTD GROUP MEMBERS: WINDSOR VENTURE LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: iSoftStone Holdings Ltd CENTRAL INDEX KEY: 0001500308 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85929 FILM NUMBER: 13987761 BUSINESS ADDRESS: STREET 1: EAST BLDG. 16, COURTYARD #10 STREET 2: XIBEIWANG EAST ROAD, HAIDIAN DISTRICT CITY: Beijing STATE: F4 ZIP: 100193 BUSINESS PHONE: (86-10) 5874-9000 MAIL ADDRESS: STREET 1: EAST BLDG. 16, COURTYARD #10 STREET 2: XIBEIWANG EAST ROAD, HAIDIAN DISTRICT CITY: Beijing STATE: F4 ZIP: 100193 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHINA EVERBRIGHT INVESTMENT MANAGEMENT LTD CENTRAL INDEX KEY: 0001578762 IRS NUMBER: 000000000 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40TH FLOOR FAR EAST FINANCE CENTRE STREET 2: 16 HARCOURT ROAD CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852-2530-8395 MAIL ADDRESS: STREET 1: 40TH FLOOR FAR EAST FINANCE CENTRE STREET 2: 16 HARCOURT ROAD CITY: HONG KONG STATE: K3 ZIP: 00000 SC 13D/A 1 eh1300971_13da1-isoftstone.htm AMENDMENT NO. 1 eh1300971_13da1-isoftstone.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

SCHEDULE 13D

(Rule 13d-1)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

ISOFTSTONE HOLDINGS LIMITED

(Name of Issuer)

Ordinary Shares, par value $0.0001

(Title of Class of Securities)

46489B108**

(CUSIP Number)

Ip Kun Wan, Kiril

Managing Director

Direct Investment Department

China Everbright Investment Management Limited

40/F, Far East Finance Centre

16 Harcourt Road, Hong Kong

Tel: +852 2528 9882

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 26, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

** This CUSIP number applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing ten ordinary shares, par value $0.0001 per share. No CUSIP has been assigned to the ordinary shares.

The information required on 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. 46489B108

SCHEDULE 13D

Page 2

1	NAME OF REPORTING PERSONS CHINA EVERBRIGHT LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION HONG KONG

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 36,731,389
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 36,731,389

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,731,389
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x(1)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5%
14	TYPE OF REPORTING PERSON OO– See Item 3

The Reporting Persons may also be deemed to beneficially own 69,718,450 Ordinary Shares of the Issuer beneficially owned by Mr. Tianwen Liu (the “Founder”, as defined below) by reason of the Consortium Agreement and the Framework Agreement (as defined below), which are excluded from the above share amounts and percentages. See Items 2, 4 and 5.

CUSIP No. 46489B108

SCHEDULE 13D

Page 3

1	NAME OF REPORTING PERSONS CHINA EVERBRIGHT INVESTMENT MANAGEMENT LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION HONG KONG

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 7,842,499
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 7,842,499

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,842,499
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x(2)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON OO, IA– See Item 3

CUSIP No. 46489B108

SCHEDULE 13D

Page 4

1	NAME OF REPORTING PERSONS WINDSOR VENTURE LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 9,412,421
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 9,412,421

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,412,421
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x(3)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%
14	TYPE OF REPORTING PERSON OO– See Item 3

CUSIP No. 46489B108

SCHEDULE 13D

Page 5

1	NAME OF REPORTING PERSONS FOREBRIGHT PARTNERS LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 28,888,890
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 28,888,890

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,888,890
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x(4)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
14	TYPE OF REPORTING PERSON OO– See Item 3

CUSIP No. 46489B108

SCHEDULE 13D

Page 6

1	NAME OF REPORTING PERSONS CSOF III GP LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 28,888,890
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 28,888,890

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,888,890
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x(5)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
14	TYPE OF REPORTING PERSON OO– See Item 3

CUSIP No. 46489B108

SCHEDULE 13D

Page 7

1	NAME OF REPORTING PERSONS FOREBRIGHT ADVISORS LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 28,888,890
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 28,888,890

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,888,890
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x(6)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
14	TYPE OF REPORTING PERSON OO, IA– See Item 3

CUSIP No. 46489B108

SCHEDULE 13D

Page 8

1	NAME OF REPORTING PERSONS CHINA SPECIAL OPPORTUNITIES FUND III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 19,476,469
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 19,476,469

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,476,469
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x(7)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4%
14	TYPE OF REPORTING PERSON PN– See Item 3

CUSIP No. 46489B108

SCHEDULE 13D

Page 9

1	NAME OF REPORTING PERSONS ACCURATE GLOBAL LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 19,476,469
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 19,476,469

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,476,469
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x(8)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4%
14	TYPE OF REPORTING PERSON OO– See Item 3

CUSIP No. 46489B108

SCHEDULE 13D

Page 10

1	NAME OF REPORTING PERSONS ADVANCED ORIENT LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 9,412,421
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 9,412,421

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,412,421
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x(9)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%
14	TYPE OF REPORTING PERSON OO– See Item 3

CUSIP No. 46489B108

SCHEDULE 13D

Page 11

1	NAME OF REPORTING PERSONS CHINA EVERBRIGHT GP LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 7,842,499
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 7,842,499

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,842,499
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x(10)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON OO– See Item 3

CUSIP No. 46489B108

SCHEDULE 13D

Page 12

1	NAME OF REPORTING PERSONS CHINA FOREBRIGHT INVESTMENT MANAGEMENT LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION HONG KONG

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 7,842,499
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 7,842,499

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,842,499
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x(11)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON OO, IA– See Item 3

CUSIP No. 46489B108

SCHEDULE 13D

Page 13

1	NAME OF REPORTING PERSONS CHINA SPECIAL OPPORTUNITIES FUND, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 7,842,499
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 7,842,499

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,842,499
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x(12)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON PN– See Item 3

CUSIP No. 46489B108

SCHEDULE 13D

Page 14

1	NAME OF REPORTING PERSONS CSOF TECHNOLOGY INVESTMENTS LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 7,842,499
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 7,842,499

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,842,499
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x(13)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON OO– See Item 3

CUSIP No. 46489B108

SCHEDULE 13D

Page 15

Item 1.

Security and Issuer

This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on June 17, 2013 with respect to iSoftStone Holdings Limited (the “Issuer”), as amended and supplemented, this “Statement”).

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby amended as follows:

No Ordinary Shares were purchased by the Reporting Person in connection with the Transaction (as defined below) giving rise to the filing of this Schedule 13D and thus no funds were used by the Reporting Person for such purpose.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended and restated in its entirety as follows.

The Reporting Persons originally acquired the Ordinary Shares and the ADSs for investment purposes.

Tianwen Liu (the “Founder”) and ChinaAMC Capital Management Limited (the “Sponsor”) formed a consortium (the “Consortium”) on June 6, 2013, pursuant to a Consortium Agreement, to undertake a transaction to acquire the Issuer, which would result in the delisting of the Issuer from NYSE and the deregistration of the Issuer under the United States Securities Act of 1934 (the “Transaction”). As publicly disclosed on that Schedule 13D, on the same day, the Sponsor and the Founder submitted a non-binding proposal to the Issuer’s board of directors proposing to acquire all of the Ordinary Shares and ADSs not already owned by the Founder, his affiliates or certain shareholders that may choose to roll over their Ordinary Shares for cash consideration equal to US$0.585 per Ordinary Share or US$5.85 per ADS.

On July 5, 2013, Accurate Global, Advanced Orient and CSOF Technology Investments (the “Everbright Entities”) expressed an interest in pursuing the Transaction together with the Sponsor. On July 24, 2013, the Everbright Entities entered into a framework agreement (the “Framework Agreement”) with the Sponsor pursuant to which they agreed to participate in the Transaction. Pursuant to the Framework Agreement, the Sponsor and the Everbright Entities agreed, among other things, that the Everbright Entities would (i) participate in the Transaction together with the Sponsor, provided that (x) the Everbright Entities acknowledged and agreed that Mr. Liu and the Sponsor shall take the lead in evaluating, structuring and negotiating the Transaction and the terms of the definitive agreements with respect to the Transaction and (y) the Sponsor agreed that the terms of the definitive agreements with respect to the Transaction shall be approved by each of the Sponsor, Mr. Liu and the Everbright Entities; (ii) subject to Everbright Entities' agreement to the terms of the definitive agreements of the Transaction, the transfer, contribute, or cause to be transferred or contributed, to Parent all the Ordinary Shares beneficially owned by the

CUSIP No. 46489B108

SCHEDULE 13D

Page 16

Everbright Entities or their respective affiliates in exchange for equity of Parent, or have all the Ordinary Shares beneficially owned by the Everbright Entities or their respective affiliates cancelled for nil consideration and subscribe, or cause its affiliates to subscribe, for equity of Parent; and (iii) deal exclusively with the Consortium with respect to the Transaction for a period beginning on the date thereof and ending on the earlier of (x) the expiry of the exclusivity period in the Consortium Agreement, and (y) the date that is 12 months thereafter (subject to certain exceptions set forth therein).

If the Transaction is completed, the Issuer’s ADSs would become eligible for termination of registration pursuant to Section 12(g)(4) of the Act and would be delisted from the New York Stock Exchange. No assurance can be given that any definitive agreement or any transaction relating to a proposed Transaction will be entered into or be consummated. The Reporting Persons reserve their right to change their plans and intentions in connection with any of the actions discussed in this Item 4. Any action taken by the Reporting Persons may be effected at any time or from time to time, subject to any applicable limitations imposed thereon by any applicable laws and the terms of the Framework Agreement.

As part of the Reporting Persons’ continuing evaluation of, and preservation of the value of their investment in the Ordinary Shares and ADSs of the Issuer, subject to the terms of the Framework Agreement, the Reporting Persons may from time to time (i) engage in discussions with certain persons, including, without limitation, management or representatives of the Issuer, members of the Board, other shareholders of the Issuer and other relevant parties, concerning matters with respect to the Reporting Persons' investment in the Ordinary Shares and ADSs, including, without limitation, the business, operations, governance, management, strategy and future plans of the Issuer and (ii) write letters to, and respond to inquiries from, various parties including, without limitation, the Board, management or representatives, other shareholders and other persons or entities regarding the Issuer’s affairs.

Depending on various factors, including, without limitations, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Ordinary Shares and ADSs, other investment opportunities available to the Reporting Persons, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters referred to in this Item 4 of the Statement. Subject to the terms of the Framework Agreement, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional Ordinary Shares and ADSs, dispose of some or all of their Ordinary Shares and ADSs, engage in short−selling or hedging or similar transactions with respect to the Ordinary Shares and ADSs, and/or continue to hold Ordinary Shares and ADSs. Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plan or proposal that would relate to or would result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D of the Exchange Act.

CUSIP No. 46489B108

SCHEDULE 13D

Page 17

Item 5.

Interest in Securities of the Issuer.

The first two paragraphs of Item 5 are hereby amended and restated in their entirety as set forth below.

The following disclosure assumes that there are 584,489,495 Ordinary Shares outstanding as of July 26, 2013 as provided by the Issuer.

By virtue of relationships reported in Item 2, each Reporting Person may be deemed to have shared voting and dispositive power with respect to 36,731,389 Ordinary Shares beneficially owned by CSOF Technology Investments, Accurate Global and Advanced Orient which, based on calculations made in accordance with Rule 13d-3 promulgated under Section 13(d) of the Exchange Act, constitutes approximately 6.5% of the outstanding Ordinary Shares. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any Reporting Person (other than CSOF Technology Investments, Accurate Global and Advanced Orient, to the extent of their respective pecuniary interest therein) that it is the beneficial owner of any Ordinary Shares or the ADSs for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. Each Reporting person hereby disclaims membership in a “group” (within the meaning of Rule 13(d)-5 of the Exchange Act) with any other Reporting Person or any other person.

Item 5 is hereby supplemented as follows.

Although the Reporting Persons are not parties to the Consortium Agreement and the Founder is not a party to the Framework Agreement, the Reporting Person may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act by reason of the Consortium Agreement, the Framework Agreement and the Founder’s consent to the Everbright Entities participating in the Transaction together with the Sponsor, and as a result the Reporting Persons may be deemed to beneficially own the 69,718,450 Ordinary Shares beneficially owned by the Founder. The Reporting Persons expressly disclaim beneficial ownership of any Ordinary Shares or other Issuer securities beneficially owned by the Founder, and do not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with the Founder, and this Schedule 13D shall not be construed as acknowledging that the Reporting Persons beneficially own any Ordinary Shares or other securities directly or indirectly held by the Founder or are members of a group with the Founder.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby supplemented as follows.

The descriptions of the principal terms of the Framework Agreement under Item 4 are incorporated herein by reference in their entirety.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby supplemented by adding the following exhibits.

CUSIP No. 46489B108

SCHEDULE 13D

Page 18

Exhibit 4

Framework Agreement, dated as of July 24, 2013 by and among ChinaAMC Capital Management Limited, Accurate Global Limited, Advanced Orient Limited and CSOF Technology Investments Limited

CUSIP No. 46489B108

SCHEDULE 13D

Page 19

SIGNATURES

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: July 26, 2013

	China Everbright Limited

	By:	/s/ Tang Chi Chun, Richard
		Name: Tang Chi Chun, Richard
		Title: Authorized Signatory

	China Everbright Investment Management Limited

	By:	/s/ Ip Kun Wan
		Name: Ip Kun Wan
		Title: Authorized Signatory

	Windsor Venture Limited

	By:	/s/ Tang Chi Chun, Richard
		Name: Tang Chi Chun, Richard
		Title: Authorized Signatory

	Forebright Partners Limited

	By:	/s/ Ip Kun Wan
		Name: Ip Kun Wan
		Title: Authorized Signatory

Signature page

CUSIP No. 46489B108

SCHEDULE 13D

Page 20

	CSOF III GP Limited

	By:	/s/ Ip Kun Wan
		Name: Ip Kun Wan
		Title: Authorized Signatory

	Forebright Advisors Limited

	By:	/s/ Ip Kun Wan
		Name: Ip Kun Wan
		Title: Authorized Signatory

	China Special Opportunities Fund III, L.P.
	By CSOF III GP Limited, its general partner


	By:	/s/ Ip Kun Wan
		Name: Ip Kun Wan
		Title: Authorized Signatory

	Accurate Global Limited

	By:	/s/ Ip Kun Wan
		Name: Ip Kun Wan
		Title: Authorized Signatory

	Advanced Orient Limited

	By:	/s/ Tang Chi Chun, Richard
		Name: Tang Chi Chun, Richard
		Title: Authorized Signatory

Signature page

CUSIP No. 46489B108

SCHEDULE 13D

Page 21

	China Everbright GP Limited

	By:	/s/ Ip Kun Wan
		Name: Ip Kun Wan
		Title: Authorized Signatory

	China Forebright Investment Management Limited

	By:	/s/ Ip Kun Wan
		Name: Ip Kun Wan
		Title: Authorized Signatory

	China Special Opportunities Fund, L.P.
	By China Everbright GP Limited, its general partner


	By:	/s/ Ip Kun Wan
		Name: Ip Kun Wan
		Title: Authorized Signatory

	CSOF Technology Investments Limited

	By:	/s/ Ip Kun Wan
		Name: Ip Kun Wan
		Title: Authorized Signatory

Signature page

EX-99.4 2 eh1300971_ex04.htm EXHIBIT 4 eh1300971_ex04.htm

EXHIBIT 4

Execution Version

FRAMEWORK AGREEMENT

THIS FRAMEWORK AGREEMENT (this “Agreement”) is made as of July 24, 2013, among ChinaAMC Capital Management Limited, a company incorporated under the laws of the Cayman Islands, having its registered office at 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands (the “Sponsor”), Accurate Global Limited (“Accurate”), Advanced Orient Limited (“Advanced”) and CSOF Technology Investments Limited (“CSOF”, Accurate and Advanced, each a company incorporated under the laws of the British Virgin Islands, each having its registered office at Offshore Incorporations Centre, P.O. Box 957 Road Town, Tortola, British Virgin Islands, together, the “Existing Shareholders”). Each of the Sponsor and the Existing Shareholders is referred to herein as a “Party” and collectively, the “Parties.”

WHEREAS, on June 6, 2013, the Sponsor and Mr. Tianwen Liu (the “Founder”) entered into a Consortium Agreement (the “Consortium Agreement”), pursuant to which the Sponsor and the Founder formed a consortium to undertake a transaction (the “Transaction”) to acquire iSoftStone Holdings Limited (the “Company”);

WHEREAS, the Existing Shareholders have expressed interest in joining the Sponsor to pursue the Transaction, and the Sponsor has agreed to pursue the Transaction together with the Existing Shareholders, subject to the terms set forth herein;

WHEREAS, the Founder has consented to the Sponsor proceeding together with the Existing Shareholders to pursue the Transaction; and

WHEREAS, terms used in this Agreement which are defined in the Consortium Agreement shall have the meanings specified therein, as applicable (unless otherwise defined herein).

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Participation in the Transaction; Information Sharing.

(a) Each of the Existing Shareholders agrees with the Sponsor to participate in the Transaction on the terms set forth in this Agreement; provided, that each of the Existing Shareholder acknowledges and agrees that the Founder and the Sponsor shall in good faith take the lead in evaluating, structuring and negotiating the Transaction, and the terms of the Definitive Agreements. The Sponsor agrees that the terms of the Definitive Agreements shall be approved by each of the Sponsor, the Founder and the Existing Shareholders.

(b) Subject to its agreement of the terms of the Definitive Agreements, in connection with the Transaction, each of the Existing Shareholders agrees to either (i) transfer, contribute and deliver, and cause its affiliates to transfer, contribute and deliver, the Shares beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by such Existing Shareholder or its affiliates (“Existing Shareholder’s Shares”) to Parent in exchange for equity of Parent or (ii) (x) have the Existing Shareholder’s Shares held by such Existing Shareholder or its

affiliates cancelled for nil consideration and (y) subscribe, or cause its affiliates to subscribe, for equity of Parent.

(c) Subject to the confidentiality agreements between the Company and each of (i) the Sponsor and (ii) the Existing Shareholders, the Sponsor agrees to share with the Existing Shareholders (x) the information reasonably necessary for the Existing Shareholders to evaluate their participation in the Transaction, (y) any material development of the negotiation with the Company in respect of the Transaction and (z) the drafts of the Definitive Agreements.

Commitment of the Existing Shareholders.

(a) During the Exclusivity Period, each of the Existing Shareholders agrees that it will deal exclusively with the Consortium (including the Founder) with respect to the Transaction and will not, and will cause its Representatives acting in such capacity not to, without the written consent of the other Parties: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions or negotiations with the Company or any third party with respect to a Competing Transaction; (ii) provide any information to any third party with a view to the third party pursuing a Competing Transaction; or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) in connection with a Competing Transaction.

(b) During the Exclusivity Period, each of the Existing Shareholders will not, and will not permit its Representatives to, directly or indirectly: (i) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell, any Existing Shareholder’s Shares (in each instance a “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Existing Shareholder’s Shares or any right, title or interest thereto or therein except as contemplated under this Agreement and the Definitive Agreements, or agree (whether or not in writing) to take any of the foregoing actions in this clause (i); (ii) deposit any Existing Shareholder’s Shares into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or voting trust with respect to any Existing Shareholder’s Shares; (iii) finance or offer to finance any Competing Transaction, including by offering any equity or debt finance in support of any Competing Transaction; (iv) take any action that would have the effect of preventing, disabling or delaying any of the Consortium Members (including the Founder) or their affiliates from performing their obligations under this Agreement or the Consortium Agreement; or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (ii), (iii) or (iv) of this Section 2(b).

(c) Each of the Existing Shareholders shall (i) immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing Transaction; and (ii) shall notify the Sponsor immediately if such Existing Shareholder or any of its Representatives receives any approach or communication with respect to any Competing Transaction and shall disclose to the Sponsor the identity of any other persons involved and the nature and content of the approach or communication during the Exclusivity Period.

(d) During the Exclusivity Period, each of the Existing Shareholders shall vote or cause to be voted all of the Existing Shareholder’s Shares held by such Existing Shareholder (i) in favor of the adoption of the Merger Agreement and the Transaction, and (ii) against any Competing Transaction at any shareholders meeting of the Company.

For purposes of this Section 2, “Exclusivity Period” shall mean the period beginning on the date hereof and ending on the earlier of (a) the expiry of the Exclusivity Period in the Consortium Agreement, and (b) the date that is 12 months after the date hereof; provided that if the Definitive Agreements are executed by the Sponsor, the Founder and the Existing Shareholders within 12 months after the date hereof, the Exclusivity Period shall be extended to the date until the earlier of (a) the consummation of the Transaction and (b) the termination of the Merger Agreement in accordance with the terms thereof.

Expenses and Fees.

(a) Each of the Existing Shareholders agrees to bear the out-of-pocket costs and expenses in connection with the Transaction incurred prior to the termination of this Agreement that are payable by the Consortium as if it were an additional Consortium Member as provided in Section 7 of the Consortium Agreement.

(b) Each of the Existing Shareholders shall be responsible for the fees and costs incurred by such Existing Shareholder, including fees and costs for separate Advisors retained by such Existing Shareholder.

Warranties.

(a) Each Parties represents and warrants in respect of itself to each other Parties, as an inducement to that Party to enter into this Agreement, that (i) it has full power and authority to execute, and perform its obligations under, this Agreement and to proceed with the Transaction; (ii) the execution, delivery and performance of this Agreement has been properly authorized by all required corporate action of such Party; (iii) the execution, delivery and performance of this Agreement will not violate, to the extent applicable, the provisions of the charter or bylaws, memorandum or articles of association or other constituent document of such Party or conflict with or constitute a breach of or default under any agreement to which a Party or by which or any of its assets or property is bound; (iv) this Agreement constitutes a valid and binding obligation on it in accordance with its terms; and (v) it has made adequate arrangements to ensure that the required funds are available to effect payment in full for its share of the fees and expenses of the Transaction.

(b) Each of the Existing Shareholders represents and warrants that (i) as of the date of this Agreement, it holds of record the Existing Shareholder’s Shares free and clear of any encumbrances or restrictions, (ii) it has the sole right to control the voting and disposition of the Existing Shareholder’s Shares, and (iii) as of the date of this Agreement, it does not directly or indirectly own any Shares or other securities of the Company, other than the Existing Shareholder’s Shares.

5. Confidentiality. No announcement regarding the subject matter of this Agreement shall be made (i) by the Sponsor without the prior written consent of the Existing

Shareholders, but only to the extent such announcement specifically includes or refers to the Existing Shareholders, or (ii) by the Existing Shareholders without the prior written consent of the Sponsor, in each case except to the extent that any such announcements are required by law, a court of competent jurisdiction, a regulatory body or international stock exchange (but only as far as practicable and lawful after the form and terms of that announcement have been provided to the Sponsor or the Existing Shareholders, as applicable, and the Sponsor or the Existing Shareholders, as applicable, have had a reasonable opportunity to comment on the form and terms of such announcement, in each case, to the extent reasonably practicable). The consents required by this Section 5 shall not be unreasonably withheld or delayed.

6. Provisions Incorporated by Reference. Sections 9 (Remedies), 10 (Limitation on Liabilities), 11 (Governing Law; Arbitration), 12 (No Modification), 13 (No Waiver of Rights), 14 (Counterparts; Entire Agreement), 15 (Severability), 16 (Successors) and 17 (No Third Party Beneficiaries) of the Consortium Agreement shall apply in this Agreement as if incorporated herein mutatis mutandis, on the basis that the references to “the Consortium Members” in such sections shall be deemed for purposes of this Section 6 to be a reference to “the Parties”, and references in such sections to “this Agreement” shall be deemed to mean this Agreement.

7. Termination.

(a) This Agreement shall terminate upon the earlier of: (i) delivery of a written notice of termination by the Sponsor to the Existing Shareholders, which notice shall be delivered upon the good faith determination of the Sponsor that the Existing Shareholders will not agree to any proposed material term of the Definitive Agreements; (ii) the mutual written agreement by the Parties; (iii) the execution and delivery of the Definitive Agreements by the Sponsor, the Founder and the Existing Shareholders; and (iv) by any Party after the date 12 months after the date hereof; provided, that a termination of this Agreement under this Section 7 shall not release any Party from its obligations or liabilities incurred prior to such termination.

(b) Notwithstanding anything to the contrary herein, (i) if this Agreement is terminated pursuant to clause (i) of Section 7(a), each of the Existing Shareholders agrees that during the Exclusivity Period, it will not deal with any third party other than the Consortium (including the Founder) with a view to pursue a Competing Transaction and accordingly will not take any of the actions described in Section 2(a) and clauses (ii) (iii), (iv) and (v) of Section 2 (b), provided, that for purposes of this clause (i) of Section 7(b), the reference to “5%” in the definition of “Competing Transaction” shall be deemed to be the reference to “8%”, (ii) if this Agreement is terminated pursuant to clause (iii) of Section 7(a), Section 2 shall survive the termination of this Agreement and shall continue to be binding upon the Existing Shareholders, and (iii) Sections 5, 6 and 7 shall survive the termination of this Agreement for any reason.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

	Accurate Global Limited

	By:	/s/ Ip Kun Wan
		Name: Ip Kun Wan
		Title: Director

	Advanced Orient Limited

	By:	/s/ Tang Chi Chun, Richard
		Name: Tang Chi Chun, Richard
		Title: Director

	CSOF Technology Investments Limited

	By:	/s/ Ip Kun Wan
		Name: Ip Kun Wan
		Title: Director

Framework Agreement

Signature Page

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

ChinaAMC Capital Management Limited


By:	/s/ Haiyong Cheng
	Name:	Haiyong Cheng
	Title:	Authorized Person

Framework Agreement

Signature Page