Vanceinfo Technologies Inc. - Statement of Ownership (SC 13G)
February 13 2008 - 7:50AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No.
)*
VanceInfo Technologies Inc.
Ordinary Shares
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(Title of Class of Securities)
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G9319E 109
Initial Public Offering December 17, 2007
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(Date of Event Which Requires Filing of this Statement)
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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)
*
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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 disclosures provided in a prior cover page.
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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).
(Continued on following pages)
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CUSIP NO. G9319E 109
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Schedule 13 G
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Chris Shuning Chen
N/A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
The Peoples Republic of China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5 SOLE VOTING POWER
0
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6 SHARED VOTING POWER
4,360,420 ordinary shares
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7 SOLE DISPOSITIVE POWER
0
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8 SHARED DISPOSITIVE POWER
4,360,420 ordinary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,360,420 ordinary shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.5%*
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12
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TYPE OF REPORTING PERSON*
IN
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*
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based on the 37,198,907 ordinary shares outstanding of the filing date and options to purchase a total of 600,000 ordinary shares issuable upon the exercise of options once vested.
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CUSIP NO. G9319E 109
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Schedule 13 G
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Button Software Ltd.
N/A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5 SOLE VOTING POWER
0
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6 SHARED VOTING POWER
4,360,420 ordinary shares
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7 SOLE DISPOSITIVE POWER
0
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8 SHARED DISPOSITIVE POWER
4,360,420 ordinary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,360,420 ordinary shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.5%*
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12
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TYPE OF REPORTING PERSON*
CO
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*
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based on the 37,198,907 ordinary shares outstanding of the filing date and options to purchase a total of 600,000 ordinary shares issuable upon the exercise of options once vested.
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CUSIP NO. G9319E 109
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Schedule 13 G
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TAIRON INVESTMENT LIMITED
N/A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5 SOLE VOTING POWER
0
|
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6 SHARED VOTING POWER
4,360,420 ordinary shares
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7 SOLE DISPOSITIVE POWER
0
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8 SHARED DISPOSITIVE POWER
4,360,420 ordinary shares
|
|
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,360,420 ordinary shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.5%*
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12
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TYPE OF REPORTING PERSON*
CO
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*
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based on the 37,198,907 ordinary shares outstanding of the filing date and options to purchase a total of 600,000 ordinary shares issuable upon the exercise of options once vested.
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CUSIP NO. G9319E 109
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Schedule 13 G
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Altivo Investments Limited
N/A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5 SOLE VOTING POWER
0
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6 SHARED VOTING POWER
4,360,420 ordinary shares
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7 SOLE DISPOSITIVE POWER
0
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8 SHARED DISPOSITIVE POWER
4,360,420 ordinary shares
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|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,360,420 ordinary shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.5%*
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12
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TYPE OF REPORTING PERSON*
CO
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*
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based on the 37,198,907 ordinary shares outstanding of the filing date and options to purchase a total of 600,000 ordinary shares issuable upon the exercise of options once vested.
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CUSIP NO. G9319E 109
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Schedule 13 G
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ALTIVO TRUST
N/A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5 SOLE VOTING POWER
0
|
|
6 SHARED VOTING POWER
4,360,420 ordinary shares
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7 SOLE DISPOSITIVE POWER
0
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8 SHARED DISPOSITIVE POWER
4,360,420 ordinary shares
|
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|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,360,420 ordinary shares
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|
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.5%*
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12
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TYPE OF REPORTING PERSON*
OO
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*
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based on the 37,198,907 ordinary shares outstanding of the filing date and options to purchase a total of 600,000 ordinary shares issuable upon the exercise of options once vested.
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CUSIP NO. G9319E 109
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Schedule 13 G
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Credit Suisse Trust Limited
N/A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
|
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|
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5 SOLE VOTING POWER
0
|
|
6 SHARED VOTING POWER
4,360,420 ordinary shares
|
|
7 SOLE DISPOSITIVE POWER
0
|
|
8 SHARED DISPOSITIVE POWER
4,360,420 ordinary shares
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,360,420 ordinary shares
|
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.5%*
|
|
|
12
|
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TYPE OF REPORTING PERSON*
CO
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*
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based on the 37,198,907 ordinary shares outstanding of the filing date and options to purchase a total of 600,000 ordinary shares issuable upon the exercise of options once vested.
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ITEM 1
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(a).
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NAME OF ISSUER:
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VanceInfo Technologies Inc. (the Issuer)
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ITEM 1
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(b).
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ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:
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3/F, Building 8, Zhongguancun Software Park,
Haidian District, Beijing 100094,
Peoples Republic of China
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ITEM 2
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(a).
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NAME OF PERSON FILING:
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Chris Shuning Chen
Button Software Ltd.
TAIRON INVESTMENT LIMITED
Altivo Investments Limited
ALTIVO TRUST
Credit Suisse Trust Limited
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ITEM 2
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(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
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Chris Shuning Chen:
3/F, Building 8, Zhongguancun Software Park,
Haidian District, Beijing
100094,
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
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
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ITEM 2
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(c)
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CITIZENSHIP:
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Mr. Chen the Peoples 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
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ITEM 2
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(d).
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TITLE OF CLASS OF SECURITIES:
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Ordinary Shares
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ITEM 2
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(e).
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CUSIP NUMBER:
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G9319E 109
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ITEM 3.
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Not Applicable
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ITEM 4.
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OWNERSHIP:
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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, 2007:
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Reporting Person
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Amount
beneficially
owned:
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Percent
of class:
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Sole power
to vote or
direct
the vote:
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Shared
power to
vote or to
direct
the vote:
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Sole power to
dispose or to
direct the
disposition of:
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Shared power
to dispose or
to direct the
disposition of:
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Chris Shuning Chen
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4,360,420
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11.5
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%
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0
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4,360,420
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0
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4,360,420
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Button Software Ltd.
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4,360,420
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11.5
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%
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0
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4,360,420
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0
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4,360,420
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TAIRON INVESTMENT LIMITED
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4,360,420
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11.5
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%
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0
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4,360,420
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0
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4,360,420
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Altivo Investments Limited
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4,360,420
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11.5
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%
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0
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4,360,420
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0
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4,360,420
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ALTIVO TRUST
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4,360,420
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11.5
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%
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0
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4,360,420
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0
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4,360,420
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Credit Suisse Trust Limited
|
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4,360,420
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11.5
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%
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0
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4,360,420
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0
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4,360,420
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Button Software Ltd., of which Mr. Chen is the sole director, holds 3,760,420 ordinary shares 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 vested options held by it, among which 176,042 ordinary shares are issuable upon
exercise of options within 60 days of December 11, 2007. 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.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
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Not applicable
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
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Not applicable
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
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Not applicable
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
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Not applicable
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP:
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Not applicable
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ITEM 10.
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CERTIFICATION:
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Not applicable
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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
, 2008
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Chris Shuning Chen
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By:
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/s/ Chris Shuning Chen
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Chris Shuning Chen
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Button Software Ltd,
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By:
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/s/ Chris Shuning Chen
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Name:
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Chris Shuning Chen
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Title:
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Director
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TAIRON INVESTMENT LIMITED
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By:
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/s/ Chris Shuning Chen
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Name:
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Chris Shuning Chen
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Title:
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Director
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Altivo Investments Limited
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By:
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/s/ Serene Lim and Sophia Lee
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Name:
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Title:
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Authorized Signatory
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ALTIVO TRUST
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By:
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/s/ Serene Lim and Sophia Lee
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Name:
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Title:
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Authorized Signatory
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Credit Suisse Trust Limited
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By:
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/s/ Serene Lim and Sophia Lee
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Name:
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Title:
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Authorized Signatory
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LIST OF EXHIBITS
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Exhibit No.
|
|
Description
|
A
|
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Joint Filing Agreement
|
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