Schedule 13G/Amendment No. 2

0000950123-11-004664.txt : 20110124 0000950123-11-004664.hdr.sgml : 20110124 20110124090711 ACCESSION NUMBER: 0000950123-11-004664 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110124 DATE AS OF CHANGE: 20110124 GROUP MEMBERS: CHINESE ACADEMY OF SCIENCES GROUP MEMBERS: CHINESE ACADEMY OF SCIENCES HOLDINGS CO., LTD. GROUP MEMBERS: LC FUND II GROUP MEMBERS: LEGEND HOLDINGS LIMITED GROUP MEMBERS: RIGHT LANE 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: 11542685 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: LC FUND II CENTRAL INDEX KEY: 0001425957 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 10/F, TOWER A, RAYCOM INFO. TECH CTR STREET 2: NO. 2 KE XUE YUAN NAN LU, ZHONG GUAN CUN CITY: HAIDIAN DISTRICT, BEIJING STATE: F4 ZIP: 100080 BUSINESS PHONE: (86-10) 6250-9026 MAIL ADDRESS: STREET 1: 10/F, TOWER A, RAYCOM INFO. TECH CTR STREET 2: NO. 2 KE XUE YUAN NAN LU, ZHONG GUAN CUN CITY: HAIDIAN DISTRICT, BEIJING STATE: F4 ZIP: 100080 SC 13G/A 1 c11370sc13gza.htm SCHEDULE 13G/AMENDMENT NO. 2 Schedule 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 LC Fund II


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

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			51,500 ordinary shares based on beneficial ownership of 51,500 American Depositary Shares

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			51,500 ordinary shares based on beneficial ownership of 51,500 American Depositary Shares

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	51,500 ordinary shares based on beneficial ownership of 51,500 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)

	0.1%*

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 Right Lane 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

	Hong Kong

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			51,500 ordinary shares based on beneficial ownership of 51,500 American Depositary Shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			51,500 ordinary shares based on beneficial ownership of 51,500 American Depositary Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	51,500 ordinary shares based on beneficial ownership of 51,500 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)

	0.1%*

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 Legend Holdings 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

	the People’s Republic of China

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			51,500 ordinary shares based on beneficial ownership of 51,500 American Depositary Shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			51,500 ordinary shares based on beneficial ownership of 51,500 American Depositary Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	51,500 ordinary shares based on beneficial ownership of 51,500 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)

	0.1%*

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 Chinese Academy of Sciences Holdings Co., Ltd.


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			51,500 ordinary shares based on beneficial ownership of 51,500 American Depositary Shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			51,500 ordinary shares based on beneficial ownership of 51,500 American Depositary Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	51,500 ordinary shares based on beneficial ownership of 51,500 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)

	0.1%*

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 Chinese Academy of Sciences


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			51,500 ordinary shares based on beneficial ownership of 51,500 American Depositary Shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			51,500 ordinary shares based on beneficial ownership of 51,500 American Depositary Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	51,500 ordinary shares based on beneficial ownership of 51,500 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)

	0.1%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

* 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,
People’s Republic of China

ITEM 2(a). NAME OF PERSON FILING:

LC Fund II

Right Lane Limited

Legend Holdings Limited

Chinese Academy of Sciences Holdings Ltd.

Chinese Academy of Sciences

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

LC Fund II:
10^th Floor, Tower A, Raycom Info. Tech Center
No. 2 Ke Xue Yuan Nan Lu, Zhong Guan Cun,
Haidian District, Beijing 100080,
The People’s Republic of China

Right Lane Limited:
Suites 2701-03, One Exchange Square, Central, Hong Kong

Legend Holdings Limited:
10/F, Tower A, Raycom Info Park,
No.2 Kexueyuan Nanlu, Zhongguancun, Haidian District,
Beijing 100080, PRC.

Chinese Academy of Sciences Holdings Co., Ltd.:
7/F, Yingu Mansion, 9 Beisihuanxi Road,
Beijing 100080, PRC.

Chinese Academy of Sciences
No. 52, San Li He Road, Xicheng District
Beijinig 100864, PRC


CUSIP NO.		G9319E 109

ITEM 2(c) CITIZENSHIP:

LC Fund II is a Cayman Islands company; Right Lane Limited is a Hong Kong company; Legend Holdings Limited is a Chinese company; Chinese Academy of Sciences Holdings Co., Ltd. is a Chinese company. Chinese Academy of Sciences is an academic institution controlled by Chinese government.

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:
LC Fund II		51,500		0.1	%		51,500		0		51,500		0

Right Lane Limited		51,500		0.1	%		0		51,500		0		51,500

Legend Holdings Limited		51,500		0.1	%		0		51,500		0		51,500

Chinese Academy of Sciences Holdings Co., Ltd.		51,500		0.1	%		0		51,500		0		51,500

Chinese Academy of Sciences		51,500		0.1	%		0		51,500		0		51,500

LC Fund II is the beneficial owner of 51,500 American Depositary Shares, each representing one ordinary share of the Issuer. Right Lane Limited is the controlling shareholder of LC Fund II. Legend holdings Limited is the sole shareholder of Right Lane Limited, and is in turn controlled by Chinese Academy of Sciences Holdings Co., Ltd. Chinese Academy of Sciences Holdings Co., Ltd. is wholly owned by Chinese Academy of Sciences. Right Lane Limited, Legend Holdings Limited, Chinese Academy of Sciences Holdings Co., Ltd. and Chinese Academy of Sciences may be deemed to beneficially own all of ordinary shares beneficially owned by LC Fund II in accordance with Regulation 13(d) of the Securities Act.


CUSIP NO.		G9319E 109

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

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 24, 2011


LC Fund II	By:	/s/ Hao Chen Name: Hao Chen
		Title: Authorized Signatory

Right Lane Limited	By:	/s/ Hao Chen Name: Hao Chen
		Title: Authorized Signatory

Legend Holdings Limited	By:	/s/ Hao Chen Name: Hao Chen
		Title: Authorized Signatory

Chinese Academy of Sciences Holdings Co., Ltd.	By:	/s/ Hao Chen Name: Hao Chen
		Title: Authorized Signatory

Chinese Academy of Sciences	By:	/s/ Hao Chen Name: Hao Chen
		Title: Authorized Signatory


CUSIP NO.		G9319E 109

LIST OF EXHIBITS


Exhibit No.		Description

A		Joint Filing Agreement

EX-99.A 2 c11370exv99wa.htm EXHIBIT A: JOINT FILING AGREEMENT EXHIBIT 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 January 24, 2011.


LC Fund II	By:	/s/ Hao Chen Name: Hao Chen
		Title: Authorized Signatory

Right Lane Limited	By:	/s/ Hao Chen Name: Hao Chen
		Title: Authorized Signatory

Legend Holdings Limited	By:	/s/ Hao Chen Name: Hao Chen
		Title: Authorized Signatory

Chinese Academy of Sciences Holdings Co., Ltd.	By:	/s/ Hao Chen Name: Hao Chen
		Title: Authorized Signatory

Chinese Academy of Sciences	By:	/s/ Hao Chen Name: Hao Chen
		Title: Authorized Signatory