SCHEDULE 13D AMENDMENT NO. 3

0001193125-14-079178.txt : 20140303 0001193125-14-079178.hdr.sgml : 20140303 20140303095434 ACCESSION NUMBER: 0001193125-14-079178 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140303 DATE AS OF CHANGE: 20140303 GROUP MEMBERS: ACCURATE GLOBAL LTD GROUP MEMBERS: ADVANCED ORIENT LTD GROUP MEMBERS: CHINA EVERBRIGHT GP 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: 14658423 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 d687260dsc13da.htm SCHEDULE 13D AMENDMENT NO. 3 SCHEDULE 13D AMENDMENT NO. 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-1)

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

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)

February 28, 2014

(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).

SCHEDULE 13D


CUSIP No 46489B108		Page 2


1	Name of reporting persons CHINA EVERBRIGHT LIMITED
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) WC, OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
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 (see instructions) ¨
13	Percent of class represented by amount in Row (11) 6.31%⁽¹⁾
14	Type of reporting person (see instructions) OO – See Item 3

⁽¹⁾	Based on a total of 582,504,751 Ordinary Shares outstanding as of September 30, 2013, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC (as defined below) on November 26, 2013.

SCHEDULE 13D


CUSIP No 46489B108		Page 3


1	Name of reporting persons CHINA EVERBRIGHT INVESTMENT MANAGEMENT LIMITED
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
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 (see instructions) ¨
13	Percent of class represented by amount in Row (11) 1.35%⁽²⁾
14	Type of reporting person (see instructions) OO, IA – See Item 3

⁽²⁾	Based on a total of 582,504,751 Ordinary Shares outstanding as of September 30, 2013, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC (as defined below) on November 26, 2013.

SCHEDULE 13D


CUSIP No 46489B108		Page 4


1	Name of reporting persons WINDSOR VENTURE LIMITED
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
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 (see instructions) ¨
13	Percent of class represented by amount in Row (11) 1.62%⁽³⁾
14	Type of reporting person (see instructions) OO – See Item 3

⁽³⁾	Based on a total of 582,504,751 Ordinary Shares outstanding as of September 30, 2013, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC (as defined below) on November 26, 2013.

SCHEDULE 13D


CUSIP No 46489B108		Page 5


1	Name of reporting persons FOREBRIGHT PARTNERS LIMITED
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
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 (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.96%⁽⁴⁾
14	Type of reporting person (see instructions) OO – See Item 3

(4)	Based on a total of 582,504,751 Ordinary Shares outstanding as of September 30, 2013, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC (as defined below) on November 26, 2013.

SCHEDULE 13D


CUSIP No 46489B108		Page 6


1	Name of reporting persons CSOF III GP LIMITED
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
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 (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.96%⁽⁵⁾
14	Type of reporting person (see instructions) OO – See Item 3

⁽⁵⁾	Based on a total of 582,504,751 Ordinary Shares outstanding as of September 30, 2013, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC (as defined below) on November 26, 2013.

SCHEDULE 13D


CUSIP No 46489B108		Page 7


1	Name of reporting persons FOREBRIGHT ADVISORS LIMITED
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
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 (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.96%⁽⁶⁾
14	Type of reporting person (see instructions) OO, IA – See Item 3

⁽⁶⁾	Based on a total of 582,504,751 Ordinary Shares outstanding as of September 30, 2013, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC (as defined below) on November 26, 2013.

SCHEDULE 13D


CUSIP No 46489B108		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 (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
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 (see instructions) ¨
13	Percent of class represented by amount in Row (11) 3.34%⁽⁷⁾
14	Type of reporting person (see instructions) PN – See Item 3

(7)	Based on a total of 582,504,751 Ordinary Shares outstanding as of September 30, 2013, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC (as defined below) on November 26, 2013.

SCHEDULE 13D


CUSIP No 46489B108		Page 9


1	Name of reporting persons ACCURATE GLOBAL LIMITED
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) AF
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
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 (see instructions) ¨
13	Percent of class represented by amount in Row (11) 3.34%⁽⁸⁾
14	Type of reporting person (see instructions) OO – See Item 3

(8)	Based on a total of 582,504,751 Ordinary Shares outstanding as of September 30, 2013, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC (as defined below) on November 26, 2013.

SCHEDULE 13D


CUSIP No 46489B108		Page 10


1	Name of reporting persons ADVANCED ORIENT LIMITED
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) AF
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
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 (see instructions) ¨
13	Percent of class represented by amount in Row (11) 1.62%⁽⁹⁾
14	Type of reporting person (see instructions) OO – See Item 3

(9)	Based on a total of 582,504,751 Ordinary Shares outstanding as of September 30, 2013, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC (as defined below) on November 26, 2013.

SCHEDULE 13D


CUSIP No 46489B108		Page 11


1	Name of reporting persons CHINA EVERBRIGHT GP LIMITED
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
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 (see instructions) ¨
13	Percent of class represented by amount in Row (11) 1.35%⁽¹⁰⁾
14	Type of reporting person (see instructions) OO – See Item 3

(10)	Based on a total of 582,504,751 Ordinary Shares outstanding as of September 30, 2013, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC (as defined below) on November 26, 2013.

SCHEDULE 13D


CUSIP No 46489B108		Page 12


1	Name of reporting persons CHINA FOREBRIGHT INVESTMENT MANAGEMENT LIMITED
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
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 (see instructions) ¨
13	Percent of class represented by amount in Row (11) 1.35%⁽¹¹⁾
14	Type of reporting person (see instructions) OO, IA– See Item 3

(11)	Based on a total of 582,504,751 Ordinary Shares outstanding as of September 30, 2013, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC (as defined below) on November 26, 2013.

SCHEDULE 13D


CUSIP No 46489B108		Page 13


1	Name of reporting persons CHINA SPECIAL OPPORTUNITIES FUND, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization CAYMAN ISLANDS
Number of shares beneficially owned by each reporting person with		7	Sole voting power
		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 (see instructions) ¨
13	Percent of class represented by amount in Row (11) 1.35%⁽¹²⁾
14	Type of reporting person (see instructions) PN– See Item 3

(12)	Based on a total of 582,504,751 Ordinary Shares outstanding as of September 30, 2013, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC (as defined below) on November 26, 2013.

SCHEDULE 13D


CUSIP No 46489B108		Page 14


1	Name of reporting persons CSOF TECHNOLOGY INVESTMENTS LIMITED
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) AF
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
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 (see instructions) ¨
13	Percent of class represented by amount in Row (11) 1.35%⁽¹³⁾
14	Type of reporting person (see instructions) OO – See Item 3

(13)	Based on a total of 582,504,751 Ordinary Shares outstanding as of September 30, 2013, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC (as defined below) on November 26, 2013.

Page 15

This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on June 17, 2013 with respect to iSoftStone Holdings Limited, as previously amended by Amendment No. 1 (the “Amendment No. 1”) to the Original Schedule 13D filed on July 26, 2013 and Amendment No. 2 (the “Amendment No. 2”) to the Original Schedule 13D filed on November 4, 2013.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

On February 28, 2014, the Sponsor entered into a letter agreement with each of (i) the Everbright Entities (the “Termination Agreement”) and (ii) Mr. Liu, pursuant to which each of the Framework Agreement and the Consortium Agreement was terminated by mutual agreement by the parties.

On February 28, 2014, the Everbright Entities entered into a consortium agreement with Mr. Liu (the “New Consortium Agreement”), pursuant to which each consortium member agreed, among other things, to form a consortium to (i) deal exclusively with each other with respect to the Transaction for three months after the date thereof (subject to certain exceptions set forth therein), (ii) conduct a joint assessment of the Issuer as promptly as reasonably practicable and share all information reasonably necessary to evaluate the Issuer, (iii) use its reasonable best efforts to work together to structure, negotiate and do all things necessary or desirable, subject to the Issuer’s approval, to enter into the definitive agreements in respect of the Transaction, (iv) incorporate a new company (“Parent”) and cause Parent to incorporate a wholly-owned subsidiary of Parent under the laws of the Cayman Islands to be merged with and into the Issuer upon consummation of the Transaction, (v) contribute, or cause to be contributed, to Parent all the Ordinary Shares beneficially owned by such consortium member or its respective affiliates, or have all the Ordinary Shares beneficially owned by such consortium member or its respective affiliates cancelled in connection with the Transaction, and (vi) allocate certain costs and expenses related to the Transaction. In addition, the consortium members agreed, among other things, not to (1) make a competing proposal for the acquisition of the Issuer, or (2) acquire or dispose of any Ordinary Shares of the Issuer.

The description of each of the Termination Agreement and the New Consortium Agreement set forth above in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement and the New Consortium Agreement, which have been filed as Exhibit 7.06 and Exhibit 7.07 respectively, and are incorporated herein by this reference.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as set forth below:

The information contained on each of the cover pages of this Amendment and the information set forth or incorporated in Items 3, 4, and 6 of the Original Schedule 13D, as amended by the Amendment No. 1, Amendment No. 2 and this Amendment, are hereby incorporated herein by reference.

Page 16


(a) – (b)		By virtue of their relationships described in Item 2 of the Original Schedule 13D, each Reporting Person may be deemed to (i) constitute a “group” (within the meaning of Rule 13d-5(b) of the Exchange Act) with the other Reporting Persons and (ii) beneficially own the 36,731,389 Ordinary Shares collectively, directly held by CSOF Technology Investments, Accurate Global and Advanced Orient, which represents approximately 6.31% 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 that it is the beneficial owner of any Ordinary Shares (other than the Ordinary Shares shown on its cover page) 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 of a “group” (within the meaning of Rule 13d-5(b) of the Exchange Act) with any other Reporting Person or any other person. The Reporting Persons are filing this Statement jointly pursuant to Rule 13d-1(k)(i) promulgated under the Exchange Act, provided that, as contemplated by Rule 13d-1(k)(ii), no Reporting Person shall be responsible for the completeness or accuracy of the information concerning the other Reporting Persons making the filing of this Statement, unless such Reporting Person knows or has reason to believe that such information is inaccurate. To the knowledge of the Reporting Persons, none of the persons listed on Schedule A of the Original Schedule 13D beneficially owns any Ordinary Shares. Except as set forth in this Item 5, no person other than the Reporting Persons and their shareholders or partners, as the case may be, is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares held by the Everbright Entities. As described in Item 4 above, the Reporting Persons may be deemed to be a “group”, within the meaning of Rule 13d-5(b) promulgated under the Exchange Act, with the Founder, which beneficially owns 61,270,950 Ordinary Shares of the Issuer, as a result of the New Consortium Agreement (as defined in Item 4 above). However, the Reporting Persons do not affirm membership in a “group” (within the meaning of Rule 13d-5(b) of the Exchange Act) with the Founder, and this Statement shall not be construed as acknowledging that the Reporting Persons beneficially own any Ordinary Shares held by the Founder or any other person or is a member of a group with the Founder. The Reporting Persons are only responsible for the information contained in this Statement and assume no responsibility for information contained in any other Schedules 13D filed by the Founder. The above calculation of percentages was based on a total of 582,504,751 Ordinary Shares outstanding as of September 30, 2013, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC on November 26, 2013.

(c)		The Reporting Persons have not effected any transactions in the Ordinary Shares of the Issuer during the 60 days preceding the filing of this Amendment.

(d) – (e)		Not applicable.

Page 17

Item 6.

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

Item 6 is hereby amended and supplemented as follows:

The information regarding the Termination Agreement and the New Consortium Agreement under Item 4 is incorporated herein by reference in its entirety.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby supplemented by adding the following exhibits.


Exhibit 7.06		Termination Agreement by and among Accurate Global Limited, Advanced Orient Limited, CSOF Technology Investments Limited and ChinaAMC Capital Management Limited, dated as of February 28, 2014.

Exhibit 7.07		Consortium Agreement by and between Mr. Tianwen Liu and the Everbright Entities, dated as of February 28, 2014, filed with Amendment No. 2 to the Schedule 13D by Mr. Tianwen Liu on March 3, 2014.

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: March 3, 2014


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


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


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-7.06 2 d687260dex706.htm EX-7.06 EX-7.06

Exhibit 7.06

Execution Version

February 28, 2014

Accurate Global Limited

Advanced Orient Limited

CSOF Technology Investments Limited

c/o China Everbright Investment Management Limited

Direct Investment Department

40/F, Far East Finance Centre

16 Harcourt Road

Hong Kong

Attention: Ip Kun Wan, Kiril

Dear Sirs,

Reference is made to the Framework Agreement (the “Framework Agreement”) dated as of July 24, 2013 by and among ChinaAMC Capital Management Limited (“ChinaAMC”) and Accurate Global Limited (“Accurate”), Advanced Orient Limited (“Advanced”) and CSOF Technology Investments Limited (“CSOF”, and together with Accurate and Advanced, the “Everbright Entities”). Capitalized terms used but not defined in this letter agreement (this “Agreement”) shall have the meanings given to such terms in the Framework Agreement.

1. Pursuant to Section 7(a)(ii) of the Framework Agreement, the parties thereto may terminate the Framework Agreement by mutual written agreement. Accordingly, the Framework Agreement is terminated effective as of the date hereof.

2. Each party hereto acknowledges and agrees that ChinaAMC and the Everbright Entities shall be responsible for 30.00% and 35.00%, respectively, of the fees and out-of-pocket expenses incurred by the Consortium relating to the Transaction on or prior to the date hereof (the “Fees and Expenses”) in accordance with Section 3(a) of the Framework Agreement (with the remaining 35.00% of such fees and expenses to be responsible for by Mr. Tianwen Liu pursuant to the Consortium Agreement dated as of June 6, 2013 between ChinaAMC and Mr. Tianwen Liu). The total amount of the Fees and Expenses is US$1,268,438. Therefore, ChinaAMC shall be responsible for US$380,531 of the Fees and Expenses, of which US$315,234 remain outstanding and payable by ChinaAMC after offsetting the amount advanced by ChinaAMC. Such fees and expenses shall be paid within 30 days after the date hereof.

3. Each party hereto further acknowledges and agrees that other than Section 5 of the Framework Agreement that would survive the termination of the Framework Agreement, ChinaAMC, on the one hand, and the Everbright Entities, on the other hand, shall not be liable to the other party in relation to the Framework Agreement upon payment of their respective shares of the Fees and Expenses in accordance with Section 2 above.

[Signature page follows]

Execution Version

Please countersign a copy of this letter agreement and return it to the undersigned to confirm your agreement with the terms set forth in this letter agreement.


Yours faithfully,

ChinaAMC Capital Management Limited

By:	/s/ David Chow
	Name:	David Chow
	Title:	Authorized Signatory


ACKNOWLEDGED AND AGREED:

Accurate Global Limited

By:		/s/ Kiril Ip
Name:		Kiril Ip
Title:		Director

Advance Orient Limited

By:		/s/ Richard Tang
Name:		Richard Tang
Title:		Director

CSOF Technology Investments Limited

By:		/s/ Kiril Ip
Name:		Kiril Ip
Title:		Director

Termination of Framework Agreement

Signature Page