UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________
 
SCHEDULE 13D
(Rule 13d-1)
 
Under the Securities Exchange Act of 1934*
 
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)

June 14, 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
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
 
14
TYPE OF REPORTING PERSON
 
OO
 

 
 
 

 

 
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
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
 
14
TYPE OF REPORTING PERSON
 
OO, IA
 

 
 
 

 

 
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
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7%
 
14
TYPE OF REPORTING PERSON
 
OO
 

 
 
 

 

 
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
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
 
14
TYPE OF REPORTING PERSON
 
OO
 

 
 
 

 

 
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
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
 
14
TYPE OF REPORTING PERSON
 
OO
 

 
 
 

 

 
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
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
 
14
TYPE OF REPORTING PERSON
 
OO, IA
 

 
 
 

 

 
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
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.4%
 
14
TYPE OF REPORTING PERSON
 
PN
 

 
 
 

 

 
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
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.4%
 
14
TYPE OF REPORTING PERSON
 
OO
 

 
 
 

 

 
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
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7%
 
14
TYPE OF REPORTING PERSON
 
OO
 

 
 
 

 

 
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
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
 
14
TYPE OF REPORTING PERSON
 
OO
 

 
 
 

 

 
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
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
 
14
TYPE OF REPORTING PERSON
 
OO, IA
 

 
 
 

 

 
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
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
 
14
TYPE OF REPORTING PERSON
 
PN
 

 
 
 

 

 
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
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
 
14
TYPE OF REPORTING PERSON
 
OO
 

 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 15
 

TABLE OF CONTENTS
 
 
Item 1.
 
Security and Issuer
 
Item 2.
 
Identity and Background
 
Item 3.
 
Source and Amount of Funds or Other Consideration
 
Item 4.
 
Purpose of Transaction
 
Item 5.
 
Interest in Securities of the Issuer
 
Item 6.
 
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Item 7.
Material to be Filed as Exhibits
 
SCHEDULE A

SIGNATURES
EXHIBIT INDEX
EXHIBIT 1
EXHIBIT 2
EXHIBIT 3


 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 16

Item 1.
Security and Issuer
 
This statement on Schedule 13D (this “Statement”) relates to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of iSoftStone Holdings Limited (the “Issuer”), an exempted company with limited liability incorporated under the laws of the Cayman Islands.  The address of the principal executive offices of the Issuer is Building 9, Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District, Beijing 100193, People’s Republic of China.  The Issuer’s American Depositary Shares (the “ADSs”), evidenced by American Depositary Receipts, each representing ten Ordinary Shares, are listed on the New York Stock Exchange under the symbol “ISS.”  The Reporting Persons own both Ordinary Shares and ADSs.
 
Item 2.
Identity and Background
 
This Statement is being filed by:
 
 
·
China Everbright Limited, a company incorporated under the laws of Hong Kong (“CEL”),
 
 
·
China Everbright Investment Management Limited, a company incorporated under the laws of Hong Kong (“CEIM”),
 
 
·
Windsor Venture Limited, a company incorporated under the laws of the British Virgin Islands (“Windsor”),
 
 
·
Forebright Partners Limited, a company incorporated under the laws of the British Virgin Islands (“Forebright Partners”),
 
 
·
CSOF III GP Limited, a company incorporated under the laws of the Cayman Islands (“CSOF III GP”),
 
 
·
Forebright Advisors Limited, a company incorporated under the laws of the British Virgin Islands (“Forebright Advisors”),
 
 
·
China Special Opportunities Fund III, L.P., a limited partnership organized under the laws of the Cayman Islands (“CSOF III”),
 
 
·
Accurate Global Limited, a company incorporated under the laws of the British Virgin Islands (“Accurate Global”),
 
 
·
Advanced Orient Limited, a company incorporated under the laws of the British Virgin Islands (“Advanced Orient”),
 
 
·
China Everbright GP Limited, a company incorporated under the laws of the Cayman Islands (“CE GP”),
 
 
·
China Forebright Investment Management Limited, a company incorporated under the laws of Hong Kong (“CFIM”),
 
 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 17

 
 
·
China Special Opportunities Fund, L.P., a limited partnership organized under the laws of Cayman Islands (“CSOF”), and
 
 
·
CSOF Technology Investments Limited, a company incorporated under the laws of the British Virgin Islands (“CSOF Technology Investments”),
 
(each, a “Reporting Person” and collectively, the “Reporting Persons”).  The Reporting Persons have entered into a joint filing Agreement, dated as of June 17, 2013, a copy of which is attached hereto as Exhibit 1.
 
Windsor is wholly owned by CEL.  Windsor owns 10% of the voting shares of CSOF III GP and Forebright Partners owns 90% of the voting shares of CSOF III GP.  CSOF III GP is the general partner of CSOF III.  Accurate Global is a wholly owned subsidiary of CSOF III.  Advanced Orient is a wholly owned subsidiary of Windsor.  Forebright Partners is wholly owned by employees of CEL who as a team make investment recommendations to the investment committee that makes investment decisions for CSOF III and Windsor.  Forebright Advisors provides advisory services to CSOF III and is wholly owned by the team of employees referenced in the preceding sentence. CEIM has been appointed to manage certain affairs of CSOF III. CEIM is an investment adviser registered with the Securities and Exchange Commission (the “SEC”).
 
CSOF Technology Investments is wholly owned by CSOF.  CSOF is 50% owned by CEL.  CE GP is the general partner of CSOF.  CE GP is wholly owned by CEIM.  CEIM is wholly owned by CEL.  CEIM has been appointed by CE GP to be the investment manager of CSOF and has delegated certain investment advisory functions to CFIM.  CFIM is wholly owned by employees of CEL who as a team make investment recommendations to the investment committee that makes the investment decisions for CSOF.
 
The address and the principal business of each Reporting Person is set forth in the table below.
 
Reporting Person
Address
Principal business
CEL
46th Floor Far East Finance Centre,
16 Harcourt Road, Hong Kong
 
providing a wide range of financial services, including direct investment, asset management, brokerage, investment banking and industrial investment
CEIM
46th Floor Far East Finance Centre,
16 Harcourt Road, Hong Kong
 
providing investment advisory and management services
Windsor
Pasea Estate, Road Town,
Tortola, British Virgin Islands
 
acquiring, holding and disposing of interests in various companies for investment purposes
 
 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 18

 
Reporting Person
Address
Principal business
Forebright Partners
P.O Box 957, Offshore Incorporations Centre,
Road Town, Tortola, British Virgin Islands
 
acquiring, holding and disposing of interests in various companies for investment purposes
CSOF III GP
Codan Trust Company (Cayman) Limited,
Cricket Square, Hutchins Drive, PO Box 2681,
Grand Cayman, KY1-1111, Cayman Islands
 
acquiring, holding and disposing of interests in various companies for investment purposes
Forebright Advisors
P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola, British Virgin Islands
 
providing investment advisory services
CSOF III
Codan Trust Company (Cayman) Limited,
Cricket Square, Hutchins Drive, P.O. Box 2681,
Grand Cayman, KY1-1111, Cayman Islands
 
acquiring, holding and disposing of interests in various companies for investment purposes
Accurate Global
P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola, British Virgin Islands
 
acquiring, holding and disposing of interests in various companies for investment purposes
Advanced Orient
P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola, British Virgin Islands
 
acquiring, holding and disposing of interests in various companies for investment purposes
CE GP
Campbell Corporate Services Limited, 4th Floor,
Scotia Centre, P.O. Box 268 George Town,
Grand Cayman, KY1-1104, Cayman Islands
 
acquiring, holding and disposing of interests in various companies for investment purposes
 
 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 19

Reporting Person
Address
Principal business
CFIM
Unit 503, Tower 2 Lippo Centre,
89 Queensway, Hong Kong
 
providing investment advisory services
CSOF
Campbell Corporate Services Limited, 4th Floor,
Scotia Centre, P.O. Box 268,
George Town, KY1-1104, Grand Cayman
 
acquiring, holding and disposing of interests in various companies for investment purposes
CSOF Technology Investments
P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola, British Virgin Islands
acquiring, holding and disposing of interests in various companies for investment purposes

 
The name, business address, present principal occupation or employment and citizenship of each director and executive officer (as applicable) of the Reporting Persons are set forth in Schedule A attached hereto and incorporated herein by reference.
 
During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto and incorporated herein by reference, has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
On June 14, 2013, pursuant to a share purchase agreement dated May 23, 2013 (the “SPA”), as amended by a letter agreement dated June 14, 2013 (the “Letter Agreement”), Accurate Global purchased 19,476,469 Ordinary Shares from AsiaVest Opportunities Fund IV, a limited liability company organized under the laws of the Cayman Islands, (the “Seller”) at $0.45 per share, for a total consideration of $8,764,411, and Advanced Orient purchased 9,412,421 Ordinary Shares from the Seller at $0.45 per share, for a total consideration of $4,235,589.  Each of Accurate Global and Advanced Orient acquired such Ordinary Shares with the capital contributions made by its respective shareholder. None of the individuals listed on Schedule A hereto has contributed any funds or other consideration towards the purchase of the Ordinary Shares, except insofar as they may have partnership or other interests in any of the Reporting Persons and have made capital contributions to any of the Reporting Persons, as the case may be.
 
 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 20

 
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons acquired the Ordinary Shares for investment purposes. Consistent with such investment purposes, the Reporting Persons expect to engage in communications with, without limitation, management of the Issuer, one or more members of the board of directors of the Issuer, other shareholders of the Issuer and other relevant parties, and may make suggestions, concerning the business, assets, capitalization, financial condition, operations, governance, management, prospects, strategy, strategic transactions, financing strategies and alternatives, and future plans of the Issuer, and such other matters as the Reporting Persons may deem relevant to their investment in the Issuer, which communications may include proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
 
The Reporting Persons intend to review their investment in the Issuer on an ongoing basis.  Depending on various factors (including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the board of directors, price levels of the Ordinary Shares and the ADSs, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, market conditions and general economic and industry conditions), the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional Ordinary Shares, ADSs or other financial instruments of or related to the Issuer, or selling some or all of their beneficial holdings, engaging in hedging or similar transactions with respect to the securities of or relating to the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D of the Exchange Act.
 
Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.
 
 
Item 5.
Interest in Securities of the Issuer.
 
The following disclosure assumes that there are 568,462,392 Ordinary Shares outstanding as of March 31, 2013, as set forth in the Issuer’s Form 20-F filed with the SEC on April 24, 2013.  All calculations of beneficial ownership are made using the number of Ordinary Shares outstanding as of March 31, 2013.
 
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.
 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 21

 
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 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  hereto beneficially owns any Ordinary Shares or ADSs.
 
Except as set forth in Item 3 above, none of the Reporting Persons, or to their knowledge, any other person or entity referred to in Item 2 (including those listed on Schedule A hereto) has effected any transactions in the Ordinary Shares or ADSs during the past 60 days.
 
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 and ADSs held by CSOF Technology Investments, Accurate Global and Advanced Orient.
 
Due to the nature of the transactions described in Item 6 of this Statement, the Reporting Persons may be deemed to be part of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with Liu Tianwen with respect to the matters described therein.  Each of the Reporting Persons hereby expressly disclaims beneficial ownership of any Ordinary Shares or the ADSs beneficially owned by Liu Tianwen or any other person, and hereby disclaims membership in a “group” (within the meaning of Rule 13(d)-5 of the Exchange Act) with any other Reporting Person, Liu Tianwen or any other person.  This Statement shall not be construed as acknowledging that any of the Reporting Persons, for any or all purposes, beneficially owns any Ordinary Shares or ADSs that are beneficially owned by any other person or is a member of a group with any other person.
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
The responses set forth in Items 2, 3 and 4 of this Statement are incorporated herein by reference in their entirety.
 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 22
 
Pre-IPO investment.  On December 23, 2009, CSOF Technology Investments purchased convertible notes in the principal amount of $7.5 million from the Issuer in a private placement.  In connection with the Issuer’s initial public offering, which closed in December 2010, CSOF Technology Investments converted its convertible notes into 784,249 ADSs (convertible into 7,842,490 Ordinary Shares) and 9 Ordinary Shares.  CSOF Technology Investments did not pay any additional consideration upon conversion of these convertible notes.  In connection with the purchase of the convertible notes, the Issuer, the holders of its preference shares and convertible notes, and Liu Tianwen, and Yong Feng and their personal holding companies, Tekventure Limited, a British Virgin Islands business company (“Tekventure”) and United Innovation (China) Limited, respectively, entered into a Second Amended and Restated Investors’ Rights Agreement on December 23, 2009, which was subsequently amended on April 22, 2010 and November 26, 2010 (the “Investors’ Rights Agreement”).  Pursuant to the Investors’ Rights Agreement, the Issuer has agreed to provide demand, Form F-3/S-3, underwritten offering and piggy-back registration rights to holders of its registrable securities (as defined in the Investors’ Rights Agreement).  The Issuer will have no obligations to effect any registration with respect to any registrable securities more than five years following the consummation of its initial public offering.
 
Share Purchase Agreement and Letter Agreement. On May 23, 2013, the Seller, Accurate Global, Advanced Orient and Liu Tianwen entered into the SPA pursuant to which the Seller agreed to sell to Accurate Global 23,971,039 Ordinary Shares at $0.45 per share for a total consideration of $10,786,968, and agreed to sell to Advanced Orient 11,584,517 Ordinary Shares at $0.45 per share for a total consideration of $5,213,033. The purchase obligations of Accurate Global and Advanced Orient under the SPA were subject to the satisfaction or waiver of several conditions, including the approval by the advisory board of CSOF III of the transaction, the simultaneous purchase by Liu Tianwen of certain number of Ordinary Shares from the Seller at the same price per share and the entry by the Issuer into a joinder agreement to the Investors’ Rights Agreement for the assignment of registration rights attached to the Ordinary Shares. The SPA also contained customary representations and warranties of the Seller and purchasers and an indemnity by the Seller. The description of the SPA is qualified in its entirety by reference to the SPA, which is filed herein.
 
On June 14, 2013, the Seller, Accurate Global, Advanced Orient, Liu Tianwen and Tekventure, a company controlled by Liu Tianwen, entered into a Letter Agreement, pursuant to which (i) the sale of Ordinary Shares by the Seller to Liu Tianwen or Tekventure was terminated upon execution of the Letter Agreement; and (ii) the numbers of Ordinary Shares that Accurate Global and Advanced Orient agreed to purchase from the Seller under the SPA were amended to 19,476,469 and 9,412,421, respectively. Accordingly, on June 14, 2013, Accurate Global purchased 19,476,469 Ordinary Shares from the Seller at $0.45 per share for a total consideration of $8,764,411, and Advanced Orient purchased 9,412,421 Ordinary Shares from the Seller at $0.45 per share for a total consideration of $4,235,589. The description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, which is filed herein.
 
Joinder Agreement. In connection with the SPA, the Issuer entered into a joinder agreement with Accurate Global and Advanced Orient on June 14, 2013, in accordance with the terms of the Investors’ Rights Agreement, pursuant to which the rights held by the Seller under the Investors’ Rights Agreement with respect to the Ordinary Shares to be purchased by Accurate Global and Advanced Orient under the SPA were assigned to each such purchaser.
 
 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 23

 
Item 7.
Material to be Filed as Exhibits.
 
Exhibit 1
Joint Filing Agreement by and between the Reporting Persons, dated June 17, 2013
 
Exhibit 2
SPA by and between the Seller, Accurate Global, Advanced Orient and Liu Tianwen, dated May 23, 2013
 
Exhibit 3
Letter Agreement by and between the Seller, Accurate Global, Advanced Orient, Liu Tianwen and Tekventure, dated June 14, 2013
 

 
 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 24

SCHEDULE A
 
EXECUTIVE OFFICERS AND DIRECTORS
OF
CHINA EVERBRIGHT LIMITED
 
The names, titles and citizenships of the directors and executive officers of CEL and their principal occupations are set forth below.  The business address of each of the directors or executive officers is that of CEL.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to CEL.
                                                                                                
 Name
 
Title Citizenship
Tang Shuangning
 
Chairman of the Board of Directors
Chinese
Zang Qiutao
 
Deputy Chairman
Chinese
Chen Shuang
 
Chief Executive Officer
Chinese
Tang Chi Chun, Richard
 
Chief Financial Officer
British
Tsang Sui Cheong, Frederick
 
Chief Risk Officer
Chinese HKSAR
Jiang Yuanzhi
 
Executive Director
Chinese
Wang Weimin
 
Non-executive Director
Chinese
Seto Gin Chung, John
 
Independent Non-executive Director
Chinese HKSAR
Lin Zhijun
 
Independent Non-executive Director
Canadian
Chung Shui Ming, Timpson
Independent Non-executive Director
Chinese HKSAR

 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 25

SCHEDULE A
 
EXECUTIVE OFFICERS AND DIRECTORS
OF
CHINA EVERBRIGHT INVESTMENT MANAGEMENT LIMITED
 
The names, titles and citizenships of the directors and executive officers of CEIM and their principal occupations are set forth below.  The business address of each of the directors or executive officers is that of CEIM.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to CEIM.
 

Name
 
Title    Citizenship
He Ling
 
Director
Chinese
Liu Cheng
 
Director
Chinese HKSAR
Tang Chi Chun, Richard
 
Director
British
Ip Kun Wan
Director
Australian
     
     
     
     
     
     
     
 
 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 26

SCHEDULE A
 
EXECUTIVE OFFICERS AND DIRECTORS
OF
WINDSOR VENTURE LIMITED
 
The names, titles and citizenships of the directors and executive officers of Windsor and their principal occupations are set forth below.  The business address of each of the directors or executive officers is that of Windsor.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Windsor.
        
Name
 
Title Citizenship
Chen Shuang
 
Director
Chinese
Tang Chi Chun, Richard
Director
British

 
 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 27


SCHEDULE A
 
EXECUTIVE OFFICERS AND DIRECTORS
OF
FOREBRIGHT PARTNERS LIMITED
 
The names of names, titles and citizenships of the directors and executive officers of Forebright Partners and their principal occupations are set forth below.  The business address of each of the directors or executive officers is that of Forebright Partners.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Forebright Partners.
 
Name
 
Title Citizenship
He Ling
 
Director
Chinese
Liu Cheng
 
Director
Chinese HKSAR
Ip Kun Wan
Director
Australian

 
 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 28


SCHEDULE A
 
EXECUTIVE OFFICERS AND DIRECTORS
OF
CSOF III GP LIMITED
 
The names, titles and citizenships of the directors and executive officers of CSOF III GP and their principal occupations are set forth below.  The business address of each of the directors or executive officers is that of CSOF III GP.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to CSOF III GP.
 
 
Name
 
Title Citizenship
He Ling
 
Director
Chinese
Pearce James Griffith
 
Director
Irish
Ip Kun Wan
Director
Australian


 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 29



SCHEDULE A
 
EXECUTIVE OFFICERS AND DIRECTORS
OF
FOREBRIGHT ADVISORS LIMITED
 
The names, titles and citizenships of the directors and executive officers of Forebright Advisors and their principal occupations are set forth below.  The business address of each of the directors or executive officers is that of Forebright Advisors.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Forebright Advisors.
 
 
Name
 
Title Citizenship
Lu Feng
 
Director
Chinese
Liu Cheng
 
Director
Chinese HKSAR
Ip Kun Wan
Director
Australian
 
 
 

 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 30

 
SCHEDULE A
 
EXECUTIVE OFFICERS AND DIRECTORS
OF
CHINA SPECIAL OPPORTUNITIES FUND III, L.P.
 
CSOF III does not have officers or directors.
 
 
 
 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 31
 
SCHEDULE A
 
EXECUTIVE OFFICERS AND DIRECTORS
OF
ACCURATE GLOBAL LIMITED
 
The names, titles and citizenships of the directors and executive officers of Accurate Global and their principal occupations are set forth below.  The business address of each of the directors or executive officers is that of Accurate Global.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Accurate Global.
 

 
Name
 
Title Citizenship
Liu Cheng
 
Director
Chinese HKSAR
Ip Kun Wan
Director
Australian
 
 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 32
 
SCHEDULE A
 
EXECUTIVE OFFICERS AND DIRECTORS
OF
ADVANCED ORIENT LIMITED
 
The names, titles and citizenships of the directors and executive officers of Advanced Orient and their principal occupations are set forth below.  The business address of each of the directors or executive officers is that of Advanced Orient.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Advanced Orient.
 

Name
 
Title Citizenship
Chen Shuang
 
Director
Chinese
Tang Chi Chun, Richard
 
Director
British
Tsang Sui Cheong, Frederick
Director
Chinese HKSAR

 
 
 
 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 33
 
SCHEDULE A
 
EXECUTIVE OFFICERS AND DIRECTORS
OF
CHINA EVERBRIGHT GP LIMITED
 
The names, titles and citizenships of the directors and executive officers of CE GP and their principal occupations are set forth below.  The business address of each of the directors or executive officers is that of CE GP.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to CE GP.
 
Name
 
Title Citizenship
Lu Feng
 
Director
Chinese
Liu Cheng
 
Director
Chinese HKSAR
Ip Kun Wan
 
Director
Australian
He Ling
Director
Chinese

 
 
 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 34

SCHEDULE A
 
EXECUTIVE OFFICERS AND DIRECTORS
OF
CHINA FOREBRIGHT INVESTMENT MANAGEMENT LIMITED
 
The names, titles and citizenships of the directors and executive officers of CFIM and their principal occupations are set forth below.  The business address of each of the directors or executive officers is that of CFIM.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to CFIM.
 
                                                                                                  
Name
 
Title Citizenship
Liu Cheng
 
Director
Chinese HKSAR
Ip Kun Wan
 
Director
Australian
He Ling
Director
Chinese

 
 
 
 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 35

SCHEDULE A
 
EXECUTIVE OFFICERS AND DIRECTORS
OF
CHINA SPECIAL OPPORTUNITIES FUND, L.P.
 
CSOF does not have officers or directors.
 
 
 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 36

SCHEDULE A
 
EXECUTIVE OFFICERS AND DIRECTORS
OF
CSOF TECHNOLOGY INVESTMENTS LIMITED
 
The names, titles and citizenships of the directors and executive officers of CSOF Technology Investments and their principal occupations are set forth below.  The business address of each of the directors or executive officers is that of CSOF Technology Investments.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to CSOF Technology Investments.
 

 
Name
 
Title Citizenship
Liu Cheng
 
Director
Chinese HKSAR
Ip Kun Wan
 
Director
Australian
Tang Chi Chun, Richard
Director
British
 
 
 

 
 
 

 

 
CUSIP No. 46489B108
 
SCHEDULE 13D
Page 37




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: June 17, 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  
 
 
 
CSOF III GP Limited
 
 
       
 
By:
/s/ Ip Kun Wan  
    Name:   Ip Kun Wan  
    Title:     Authorized Signatory  
 
 
 
Signature page
 
 

 

 
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  
 

 
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  
 

 
Signature page
 
 

 
 

 
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
 
 

 
 
EXHIBIT INDEX
 
 
 
 

 
 
 
 



eh1300852_ex01.htm
EXHIBIT 1
 
 
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d−1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value $0.0001, of the Issuer (as defined in the attached Schedule 13D), and agrees that this agreement 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.
 
[Signature Page Follows]
 

 
 
 
 
 

 
 
IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of this 17th day of June, 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  
 
 
 
CSOF III GP Limited
 
 
       
 
By:
/s/ Ip Kun Wan  
    Name:   Ip Kun Wan  
    Title:     Authorized Signatory  
 
 
 
Signature page
 
 

 

 
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  
 

 
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  
 

 
Signature page
 
 

 
 

 
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



eh1300852_ex02.htm
EXHIBIT 2
 
EXECUTION VERSION
 
SHARE PURCHASE AGREEMENT
 
THIS SHARE PURCHASE AGREEMENT, dated as of May 23, 2013 (this “Agreement”), is made and entered into by and among AsiaVest Opportunities Fund IV, a limited liability company  organized and existing under the laws of the Cayman Islands with its registered office at Ugland House, P.O. Box 309 Georgetown, Grand Cayman, Cayman Islands (the “Seller”), Accurate Global Limited (“Accurate Global”) and Advanced Orient Limited (“Advanced Orient”), each a limited liability company organized and existing under the laws of the British Virgin Islands with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and Mr. Liu Tianwen (“Mr. Liu”) (Accurate Global, Advanced Orient and Mr. Liu each is referred to as a “Purchaser” all are collectively referred as the “Purchasers”).
 
W I T N E S S E T H:
 
WHEREAS, Accurate Global and Advanced Orient plan to purchase certain number of ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of iSoftStone Holdings Limited, a Cayman Islands (the “Company”) from the Seller and have proposed that Mr. Liu purchase certain number of Ordinary Shares from the Seller at the same time; and
 
WHEREAS, the Seller desires to sell to each Purchaser, and each Purchaser desires to purchase from the Seller, certain number of Ordinary Shares upon and subject to the terms and conditions set forth in this Agreement.
 
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements set forth herein, and such other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
 
Section 1. Purchase and Sale of the Transaction Shares; Purchase Price.
 
(a) Subject to the terms and conditions of this Agreement, the Seller hereby sells, conveys, assigns and delivers to each Purchaser, and each Purchaser hereby purchases, acquires and accepts from the Seller, severally and not jointly, the number of Ordinary Shares set forth opposite such Purchaser's name in Schedule I hereto (the “Transaction Shares” for such Purchaser).
 
(b)  Each Purchaser hereby agrees to pay, or cause to be paid, to the Seller, an amount in cash per Transaction Share for such Purchaser hereunder equal to US$0.45, in consideration of and subject to the aforesaid sale, conveyance, assignment and delivery of the Transaction Shares for such Purchaser.  The aggregate purchase price for all Transaction Shares for each Purchaser being sold by the Seller to such Purchaser is set forth opposite such Purchaser's name in Schedule I hereto (the “Purchase Price” for such Purchaser).
 
 
 
 

 
 
(c) The purchase by each Purchaser of the Transaction Shares for such Purchaser as set forth in this Section 1 shall be a separate and severally enforceable and terminable transaction in accordance with the terms of this Agreement.  Each Purchaser's rights and obligations in respect of its purchase as provided herein shall be several and independent.  Each Purchaser may, at its sole election, exercise or enforce its rights against, either severally, or jointly with one or more other Purchasers.  Any reference to the Purchasers in this Agreement shall, where the context permits, mean each of the Purchasers severally.
 
(d) Notwithstanding the settlement provisions in Section 6 hereof, for all purposes between the Seller and the relevant Purchaser (including, without limitation, the determination of beneficial or record holders as of any date and the right to receive dividends, property or other distributions from the Company in respect of or in exchange for the Transaction Shares for any Purchaser or the Ordinary Shares relating thereto), the effective date of the sale, conveyance, assignment and delivery of the Transaction Shares for such Purchaser shall be the date of this Agreement and the Seller shall promptly remit and deliver to such Purchaser any amounts or property paid or distributed to it in respect of the Transaction Shares for such Purchaser with respect to a record date on or following the date of this Agreement (other than the Purchase Price for such Purchaser).
 
Section 2. Representations and Warranties of the Seller. The Seller hereby represents and warrants to each Purchaser as of the date hereof and as of the Settlement Date (as defined in Section 6 below) the following:
 
(a) Capacity; Due Authorization and Execution; Enforceability.  The Seller has been duly formed and is validly existing as an exempted company and a limited liability company by shares in good standing under the laws of Cayman Islands.  The Seller has the power and capacity to enter into this Agreement and to consummate the Transaction.  The execution, delivery, and performance by the Seller of this Agreement and the consummation by the Seller of its obligations hereunder have been duly authorized by all necessary action by the Seller.  This Agreement has been duly and validly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors' rights generally, and by legal and equitable limitations on the availability of specific remedies.  Any person signing this Agreement on behalf of the Seller has been duly and validly authorized and empowered to do so and has the authority to bind the Seller and to effectuate the transactions contemplated by this Agreement.
 
(b) No Conflict.  The execution, delivery and performance by the Seller of this Agreement and consummation by the Seller of the Transaction do not and will not (i) violate any decree or judgment of any court or other governmental authority applicable to or binding on the Seller, (ii) violate any provision of any law, rule or regulation which is applicable to the Seller, (iii) conflict with, or result in any violation of, any provision of any Organizational Document (as defined in Section 10 below) of the Seller or (iv) violate or result in a default under any contract to which the Seller or any of the Seller's assets or properties are bound.  No consent or approval of, or filing by the Seller with, any governmental authority or other Person (as defined in Section
 
 
 
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10 below) not a party hereto is required for the execution, delivery and performance by the Seller of this Agreement or the consummation of the Transaction by the Seller.
 
(c) Ownership; No Encumbrances; Transfer Restrictions.  The Seller is the record and beneficial owner of the Transaction Shares for such Purchaser, free and clear of any Encumbrances (as defined in Section 10 below), and upon the transfer of such Transaction Shares to such Purchaser, such Purchaser shall acquire good title thereto, free and clear of any Encumbrances or Transfer Restrictions (as defined in Section 10 below), other than Transfer Restrictions arising solely under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) promulgated thereunder, and/or under similar state securities laws (the “Permitted Securities Law Restrictions”).  Other than this Agreement, the Seller is not a party to any contract or agreement or understanding relating to the Transaction Shares for such Purchaser or any rights relating thereto, including, without limitation, any agreement governing the sale, disposition, transfer or voting of the Transaction Shares for such Purchaser or any rights attached thereto.
 
(d) No Adverse Proceedings.  No proceedings relating to the Transaction Shares for such Purchaser are pending or, to the knowledge of the Seller, threatened, before any court, arbitrator or administrative or governmental body or authority that would adversely affect the Seller's right to transfer the Transaction Shares for such Purchaser to such Purchaser in accordance with the terms of this Agreement.
 
(e) Securities Documents. To the best of its knowledge, the Seller does not have knowledge (i) that since December 31, 2012 (the “Applicable Date”), there has been any failure by the Company to file any reports and documents required to be filed or furnished by it with the SEC pursuant to the Securities Exchange Act of 1934, as amended, or the Securities Act (the reports and documents actually filed or furnished by the Company with the SEC since the Applicable Date, including any amendments thereto filed prior to the date hereof, the “Securities Documents”) or (ii) that any of the Securities Documents at the time of its filing with or being furnished to the SEC contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.
 
(f) Securities Laws Matters.  The sale of the Transaction Shares for such Purchaser pursuant to this Agreement will be made in accordance with the provisions and requirements of Regulation S under the Securities Act and applicable state or foreign law.  The transactions contemplated by this Agreement (i) have not been pre-arranged with a purchaser who is in the United Sates or who is a U.S. Person within the meaning of Regulation S under the Securities Act; and (ii) are not part of a plan or scheme to evade the registration provisions of the Securities Act.  None of the Seller, any affiliate of the Seller, or any person acting on behalf of the Seller or any such affiliate has engaged, or will engage, in any directed selling efforts within the meaning of Rule 902 of Regulation S under the Securities Act with respect to the Transaction Shares for such Purchaser or any distribution with respect to the Transaction Shares for such Purchaser.
 
 
 
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Section 3. Representations and Warranties of the Purchasers. Each Purchaser hereby, severally and not jointly, represents and warrants to the Seller, with respect to itself only, as of the date hereof and as of the Settlement Date the following:
 
(a) Capacity; Due Authorization and Execution; Enforceability.  Such Purchaser, if not a natural person, has been duly formed and is validly existing as a limited liability company in good standing under the laws of the British Virgin Islands.  Such Purchaser has the power and capacity to enter into this Agreement and to consummate the Transaction.  This Agreement has been duly and validly executed and delivered by such Purchaser and constitutes the legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors' rights generally, and by legal and equitable limitations on the availability of specific remedies.  Any person signing this Agreement on behalf of such Purchaser has been duly and validly authorized and empowered to do so and has the authority to bind such Purchaser and to effectuate the transactions contemplated by this Agreement.
 
(b) No Conflict.  The execution, delivery and performance by such Purchaser of this Agreement and consummation by such Purchaser of the Transaction do not and will not (i) violate any decree or judgment of any court or other governmental authority applicable to or binding on such Purchaser, (ii) violate any provision of any law, rule or regulation which is applicable to such Purchaser, (iii) conflict with, or result in any violation of, any provision of any Organizational Document of such Purchaser, if such Person is not a natural person or (iv) violate or result in a default under any material contract to which such Purchaser or any of such Purchaser's assets or properties are bound.  No consent or approval of, or filing by such Purchaser with, any governmental authority or other Person not a party hereto is required for the execution, delivery and performance by such Purchaser of this Agreement or the consummation of the Transaction by such Purchaser.
 
(c) Permitted Securities Law Restrictions.  Such Purchaser acknowledges that upon its/his purchase of the Transaction Shares for such Purchaser, each such Transaction Share shall be subject to the Permitted Securities Law Restrictions.
 
(d) Non-U.S. Person.  Such Purchaser is not a U.S. Person within the meaning of Rule 902 of Regulation S under the Securities Act and is purchasing the Transaction Shares for such Purchaser for its own account and not for the account or on behalf of any U.S. Person.
 
(e) Execution.  The person executing this Agreement on behalf of such Purchaser was outside the United States at the time of such execution.
 
Section 4. Conditions Precedent to Obligations of the Purchasers.  The obligations of each Purchaser are subject to the satisfaction of the following conditions precedent:
 
(a) The representations and warranties of the Seller contained herein shall be true and correct as of the date hereof and the Settlement Date (including as if made both on the date hereof and on the Settlement Date).
 
 
 
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(b) The Seller shall have complied with all of the Seller's covenants and agreements contained in this Agreement to be performed by the Seller on or prior to the Settlement Date.
 
(c) With respect to Accurate Global, the advisory board of China Special Opportunities Fund III, LP shall have approved the Transaction.
 
(d) The Company has executed a Joinder Agreement with such Purchaser under the Assignment section of the Second Amended and Restated Investors’ Rights Agreement, dated December 23, 2009, by and among the Company, Tekventure Limited, United Innovation (China) Limited, Mr. Liu, Feng Yong and certain other shareholders of the Company (as amended from time to time, the “IRA”) for the assignment of rights on applicable Transaction Shares under the IRA to such Purchaser.
 
(e) The sale and purchase of the Transaction Shares for each other Purchaser shall have been completed.
 
Section 5. Conditions Precedent to Obligations of the Seller.  The obligations of the Seller to sell the Transaction Shares for each Purchaser to such Purchaser are subject to the satisfaction of the following conditions precedent:
 
(a) The representations and warranties of such Purchaser contained herein shall be true and correct as of the date hereof and the Settlement Date (including as if made both on the date hereof and on the Settlement Date).
 
(b) Such Purchaser shall have complied with all of such Purchaser's covenants and agreements contained in this Agreement to be performed by such Purchaser on or prior to the Settlement Date.
 
Section 6. Settlement and Settlement Date.
 
(a) Delivery by the Seller.  The closing and settlement of the Transaction shall take place as soon as practicable after the date hereof following the satisfaction or, to the extent permitted by law, waiver of all conditions set forth in Sections 4 and 5 hereof (other than such conditions as may, by their terms, only be satisfied at the Settlement Date), and is expected to occur on or about June 27, 2013 (the actual day of the closing and settlement, the “Settlement Date”).  On the Settlement Date, subject to the provisions of Section 5 hereof, in exchange for and prior to payment by any Purchaser of the Purchase Price for such Purchaser, the Seller shall deliver to such Purchaser evidence satisfactory to such Purchaser that the physical certificate(s) representing the Transaction Shares purchased by such Purchaser and duly completed instrument(s) of transfer accompanying such certificate(s) have been sent to the registered agent of the Company (the “Registered Agent”).  Upon receipt by the Seller of wire confirmation showing that such Purchaser has initiated the wire transfer of the Purchase Price for such Purchaser to the Seller, the Seller shall request the Company to give instruction to the Registered Agent to update the register of members of the Company reflecting the sale of the Transaction Shares for such Purchaser effected hereby and issue certificate(s) representing the Transaction Shares purchased by such Purchaser hereunder in the name of such Purchaser.  The Transaction
 
 
 
 
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Shares for such Purchaser delivered to such Purchaser pursuant to this Agreement shall be free and clear of all Encumbrances and Transfer Restrictions (other than the Permitted Securities Law Restrictions).
 
(b) Delivery by the Purchasers.  Subject to the provisions of Section 4 hereof, immediately following receipt by any Purchaser of the items specified in Section 6(a) above, such Purchaser shall (i) pay or cause to be paid the Purchase Price for such Purchaser against such delivery of the Transaction Shares for such Purchaser to the account designated by the Seller as set forth on Schedule II attached hereto, and (ii) deliver to the Seller wire confirmation showing that such Purchaser has initiated the wire transfer of the Purchase Price for such Purchaser to the Seller.
 
Section 7. Taxes.  The Seller and the Purchasers hereby acknowledge, covenant and agree that: (i) no Purchaser shall have any obligation to pay, or withhold from the Purchase Price for such Purchaser paid to the Seller for the Transaction Shares for such Purchaser, any Tax (as defined in Section 10 below) of any nature that is required by applicable law or regulation to be paid by the Seller or any of its Affiliates (including affiliated investment funds) and their direct and indirect partners, members and shareholders (together with the Seller, the “Seller Group”) arising out of the transactions contemplated by this Agreement; (ii) the Seller agrees to pay any Tax of any nature required by applicable law or regulation to be paid by any member of the Seller Group arising out of the transactions contemplated by this Agreement; and (iii) the Seller agrees to make all filings and registrations with relevant Governmental Authorities (the “Tax Filings”) required by applicable law or regulation to be made by any member of the Seller Group in connection with the transactions contemplated by this Agreement.  The Seller further agrees and covenants to make all Tax Filings required under the Notice on Strengthening the Management of Enterprise Income Tax Collection of Proceeds from Equity Transfers by Non-resident Enterprises (Guoshuihan [2009] 698) issued by the PRC State Administration of Taxation on December 11, 2009 and any subsequent similar notices, rules, amendments or supplements (“Circular 698”).
 
Section 8. Indemnification.  The Seller (the “Indemnifying Party”) shall indemnify, defend and hold harmless each Purchaser and its Affiliates and their respective officers, managers, directors, agents, employees, subsidiaries, partners, members and controlling persons (each, an “Indemnified Party”) from and against any Losses such Indemnified Party incurs or suffers arising out of (i) any breach of any representation and warranty set forth in Section 2, or (ii) any breach of any covenant (including any breach of the covenants in Section 7), waiver or agreement of the Indemnifying Party set forth in this Agreement, and (iii) any Claim made, asserted or threatened by any Governmental Authority against any Indemnified Party seeking, asserting or declaring that such Indemnified Party is obligated to pay, or withhold from the Purchase Price for the relevant Purchaser paid to the Seller for the Transaction Shares for the relevant Purchaser, any Tax payable by any member of the Seller Group, including any related penalty and late-payment surcharge resulting from non-payment of such Tax payable by any member of the Seller Group, of any nature arising out of the transactions contemplated by this Agreement.
 
 
 
6

 
 
Section 9. Fees and Expenses.  Any fees and expenses incurred by the parties in connection with this Agreement and the consummation of the transactions contemplated hereby shall be paid and borne by the party that incurred such fee or expense unless otherwise expressly provided in this Agreement or as otherwise agreed by the parties in writing.
 
Section 10. Certain Definitions.  When used in this Agreement, the following terms shall have the meanings set forth below:
 
Affiliate” means, with respect to any person or entity, any other person or entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person or entity, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through ownership of voting securities, by contract or otherwise.
 
Claim”  means any and all claims arising out of any breach of any covenant, agreement, representation, warranty or any administrative, regulatory or judicial actions, suits, petitions, appeals, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations, proceedings, consent orders or consent agreements.
 
Encumbrance” means: (a) any mortgage, charge, pledge, lien, hypothecation, assignment by way of security, trust arrangement for the purpose of providing security or other security interest of any kind in any jurisdiction; (b) any proprietary interest over an asset, or any contractual arrangement in relation to an asset, in each case created in relation to any indebtedness and which has the same commercial effect as if security had been created over it; and (c) any right of set-off, whether created by agreement or by operation of law.
 
Governmental Authority” means (a) the government of any jurisdiction (or any political or administrative subdivision thereof) and any department, ministry, agency, instrumentality, court, central bank or other authority thereof, including without limitation any entity directly or indirectly owned (in whole or in part) or controlled thereby; (b) any public international organization or supranational body (including without limitation the People's Republic of China) and its institutions, departments, agencies and instrumentalities; and (c) any quasi-governmental or private body or agency lawfully exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, licensing, competition, tax or other governmental or quasi-governmental authority.
 
Losses” means any and all liabilities, losses, damages, claims, judgments, penalties, fines, amounts paid in settlement, interest, awards, costs and expenses (including without limitation attorneys’ fees and consultants’ fees and expenses).
 
Organizational Documents” means (a) in the case of a Person that is a corporation, its articles or certificate of incorporation and its by-laws, regulations or similar governing instruments required by the laws of its jurisdiction of formation or organization; (b) in the case of a Person that is a partnership, its articles or certificate of partnership, formation or association, and its partnership agreement (in each case, limited, limited liability, general or otherwise); (c) in the case of a Person
 
 
 
7

 
 
that is a limited liability company, its articles or certificate of formation or organization, and its limited liability company agreement or operating agreement; and (d) in the case of a Person that is none of a corporation, partnership (limited, limited, general or otherwise), limited liability company or natural person, its governing instruments as required or contemplated by the laws of its jurisdiction of organization.
 
Person” means any natural person, firm, company, governmental authority, joint venture, partnership, association or other entity (whether or not having separate legal personality).
 
Tax” means all forms of taxation and statutory, governmental, supra-governmental, federal, provincial, state, local governmental or municipal impositions, duties, contributions and levies by whatever name called (including, without limitation, income tax, value-added tax, business tax, deed tax, customs and other import duties, capital duty, stamp duty, fees payable on any increase in the authorized or issued share capital of a company or on the allotment of any shares in a company, and all taxes on gross or net income, profits or gains, receipts, sales, use, occupation, franchise, personal property) and any interest on any such amounts and any penalties, fines, delinquent fees or charges imposed in relation to such amounts.
 
Transaction” means the sale by the Seller to the Purchasers, and the purchase by the Purchasers from the Seller, of the Transaction Shares.
 
Transfer Restriction” means, with respect to any security or other property, any condition to or restriction on the ability of the holder thereof to sell, assign or otherwise transfer such security or other property or to enforce the provisions thereof or of any document related thereto, whether set forth in such security or other property itself or in any document related thereto or arising by operation of law, including, without limitation, such conditions or restrictions arising under federal, state or foreign laws or under any contracts, arrangements or agreements.
 
Section 11. Entire Agreement; Amendment and Modification.  This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any prior agreements between the parties, written or oral.  This Agreement may be amended or modified only by a writing signed by all parties hereto.
 
Section 12. Waiver.  Any of the terms or conditions of this Agreement may be waived at any time by the party or parties entitled to the benefit thereof, but only by a writing signed by the party or parties waiving such terms or conditions.  No waiver of any provision of this Agreement or of any rights or benefits arising hereunder shall be deemed to constitute or shall constitute a waiver of any other provision of this Agreement (whether or not similar), nor shall any such waiver constitute a continuing waiver, unless otherwise expressly provided in writing.
 
 
 
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Section 13. Governing Law; Arbitration.  This Agreement is made under and shall be governed by the laws of Hong Kong without giving effect to the principles of conflicts of laws or choice of laws thereof.  Any dispute or claim arising out of or in connection with or relating to this Agreement, or the breach, termination or invalidity hereof shall be referred to, and finally resolved by, arbitration upon the request of any Party with notice to the other Parties.  The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Center under the UNCITRAL Arbitration Rules in accordance with the HKIAC Administered Arbitration Rules in force at the time of this Agreement.
 
Section 14. Notices.  Notices required or permitted to be given under this Agreement shall be in writing and shall be deemed given (i) when personally delivered, (ii) one business day after being sent by FedEx or other internationally recognized overnight delivery service or (iii) when sent by electronic mail or fax (upon confirmation of receipt).  All notices shall be addressed to the parties as follows unless otherwise notified by one party with three (3) business days prior notice in writing:

If to the Seller:

AsiaVest Opportunities Fund IV
c/o
11/F, 318 Ruei Guang Road, Nei Hu District
Taipei 114, Taiwan
Attention: Bernice Huang
Email: bernice.huang@asiavest.com
Fax: +886-2-2797-8289

with a required copy to:

AsiaVest Opportunities Fund IV
c/o
11/F, 318 Ruei Guang Road, Nei Hu District
Taipei 114, Taiwan
Attention: Janet Tai
Email: janet.tai@asiavest.com
Fax: +886-2-2797-8289

If to Accurate Global and Advanced Orient:

40/F Far East Finance Centre,
16 Harcourt Road, Hong Kong
Attention: Kiril IP
Email: kiril.ip@everbright165.com
Fax: +852-2520-5125

If to Mr. Liu:
 
 
 
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iSoftStone Information Technology (Group) Co., Ltd
International Software Plaza, Bldg 9 Z-Park, 8 West Dongbeiwang Road, Haidian Dist., Beijing 100193 China.
Attention: Tianwen Liu
Email: twliu@isoftstone.com
Fax: +86-10-58749560

Section 15. Assignment; Binding Effect.  Except as expressly provided in this Section 15, no party hereto may transfer, sell, encumber, appoint agents with respect to, or assign its rights or obligations under this Agreement in whole or in part without the prior written consent of the other party to this Agreement.  Prior to the Settlement Date, each Purchaser may assign its right to purchase all or some of its portion of Transaction Shares under this Agreement to one or more of its Affiliates or funds or accounts it manages and/or advises or one or more of the members of management of the Company or its subsidiaries (each, an “Assignee”) by notifying the Seller, in writing, specifying the number of Transaction Shares each Assignee has been assigned the right to purchase and the settlement instructions for each Assignee; provided, however, such Purchaser shall remain responsible for any breach of this Agreement by any Assignee (including any failure of such Assignee to pay its portion of the Purchase Price for such Purchaser). Without limiting any other rights or remedies of the parties, any assignment by a party in violation of the foregoing shall be of no force and effect and void ab initio.  Without limiting any of the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and any permitted assigns.
 
Section 16. Further Assurances.  In the event that any additional agreements, instruments or other actions are required in the reasonable opinion of any of the parties hereto or by the Transfer Agent or the Company and/or the depositary in order to effectuate the intents and purposes of this Agreement and the transactions contemplated hereby, each of the parties hereto shall prepare, execute and deliver such additional agreements and other instruments in mutually acceptable form, and take such other further actions as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated hereby.  The forgoing shall include such cooperation and actions of the Seller reasonably requested by each Purchaser, whether prior to or following the Settlement Date, to the extent required by the Transfer Agent or the Company and/or the depositary to effect a transfer of the Transaction Shares for such Purchaser.  In addition, the Seller shall provide such cooperation and assistance and take such actions as reasonably requested by each Purchaser following the Settlement Date, in connection with the deposit or conversion any of the Transaction Shares for such Purchaser into American Depositary Shares of the Company evidenced by American Depositary Receipts.
 
Section 17. Counterparts; Facsimiles.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.  Signatures on this Agreement may be conveyed by facsimile or other electronic transmission and shall be binding upon the parties so transmitting their signatures.  Counterparts with original signatures shall be provided to the other parties following
 
 
 
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the applicable facsimile or other electronic transmission; provided that failure to provide the original counterpart shall have no effect on the validity or the binding nature of this Agreement.
 
Section 18. Severability.  If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent necessary to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and enforceable, then this Agreement shall be construed as if not containing such provision, and the rights and obligations of the parties shall be construed and enforced accordingly.
 
Section 19. No Strict Construction.  This Agreement has been jointly drafted by the parties hereto, after negotiations and consultations with their respective counsel.  This Agreement shall not be construed more strictly against one party than against the other party.
 
Section 20. Headings and Captions.  Headings and captions of this Agreement are for convenience of reference only and are not to be construed in any way as part of this Agreement or in the interpretation of this Agreement.
 
Section 21. United States Dollars.  All payments pursuant to this Agreement shall be made in United States dollars.
 
Section 22. Public Announcements.  Without the prior written consent of the other party, no party to this Agreement shall, directly or indirectly, make or cause to be made, any press release, filing or other public disclosure that discloses or reveals the identity of the other party to this Agreement (or its Affiliates) or files or discloses this Agreement or any of the terms hereof, provided, however, that a party may disclose such information if required by applicable law, regulation, stock exchange rules or legally binding request by any regulatory authority, after consultation with the other party and after being advised by its outside legal counsel that such disclosure is so legally required, provided, further, that in such event the disclosing party shall, except to the extent advanced notice of such disclosure would cause the disclosing party to violate applicable law or regulation, provide advance notice of such disclosure to the other party together with a copy of the anticipated disclosure (or such portions thereof that relate to the other party or to the terms of this Agreement), give the other party the opportunity to reasonably comment on such portions of the disclosure and incorporate such comments to such disclosure.
 
 
[Signature Page Follows]
 
 
 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.
 
 
SELLER:
 
     
 
ASIAVEST OPPORTUNITIES FUND IV
 
         
         
 
By:
 /s/ T.J. Huang  
  Name:  T. J. Huang  
  Title:  Director  
 
 
 
 
[Signature Page of Share Purchase Agreement]
 
 

 
 
 
PURCHASERS:
 
     
 
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
 
       
 
 
LIU TIANWEN
 
     
   /s/ Liu Tianwen   
     
       



[Signature Page of Share Purchase Agreement]
 
 

 
 
 
 
Schedule I
 

Transaction Shares and Purchase Price

 
Purchaser
Number of Transaction Shares for each Purchaser
Purchase Price for each Purchaser
Accurate Global Limited
23,971,039
US$10,786,968
Advanced Orient Limited
11,584,517
US$5,213,033
Liu Tianwen
4,444,444
US$2,000,000

 

 

 
 
 

 

 
Schedule II
 
Seller's Account Details


State Street Bank & Trust Co., Boston
 
Routing No. 011000028
 
For Account of: AsiaVest Opportunities Fund IV
 
A/c No. 0047-042-7
 
Reference: Fund ivo2
 
   
   

 
 
 


eh1300852_ex03.htm
EXHIBIT 3

Accurate Global Limited and Advanced Orient Limited

40/F Far East Finance Centre,
16 Harcourt Road, Hong Kong
 Attention: Kiril IP
 Email: kiril.ip@everbright165.com
 Fax: +852-2520-5125

Mr. Liu Tianwen and Tekventure Limited

iSoftStone Information Technology (Group) Co., Ltd
International Software Plaza, Bldg 9 Z-Park,
8 West Dongbeiwang Road, Haidian Dist.,
Beijing 100193 China
Attention: Tianwen Liu
Email: twliu@isoftstone.com
Fax: +86-10-58749560

Date: June 14, 2013

Dear Sirs,
 
Re: Share Purchase Agreement dated May 23, 2013
 
1.           We refer to the Share Purchase Agreement dated May 23, 2013 (the "SPA”) by and among AsiaVest Opportunities Fund IV (the "Seller"), Accurate Global Limited ("Accurate Global"), Advanced Orient Limited ("Advanced Orient") and Mr. Liu Tianwen ("Mr. Liu"), as supplemented by a Deed of Assignment and Assumption dated June 5, 2013 (the "Assignment Deed") by and between Mr. Liu and Tekventure Limited ("Tekventure") pursuant to which Mr. Liu transferred and assigned all of his rights and obligations in respect of the Transaction Shares for him under the SPA to Tekventure.  Capitalized terms used but not defined herein shall have the same meanings ascribed to them in the SPA.
 
2.           The parties to the SPA agree to the following:
 
(a)            the sale of the Transaction Shares for Tekventure by the Seller and the purchase of such Transaction Shares by Tekventure shall be terminated upon execution of this letter (this "Letter Agreement");
 
(b)           the numbers of Transaction Shares that Accurate Global and Advanced Orient agreed to purchase from the Seller under the SPA, respectively, shall be amended as set forth in the Schedule I attached hereto, which shall replace Schedule I attached to the SPA.
 
 
 

 
 
(c)           the closing and settlement of the purchase of the Transaction Shares by Accurate Global and Advanced Orient from the Seller under the SPA (as amended by this Letter Agreement) shall take place simultaneously with the execution of this Letter Agreement.
 
3.           Save as expressly provided in this Letter Agreement, the SPA shall continue in full force and effect as the legal, valid and binding obligations of the parties thereto enforceable in accordance with their respective terms.
 
4.           This Letter Agreement shall be governed by the laws of Hong Kong without giving effect to the principles of conflicts of laws or choice of laws thereof.  Section 13 (Governing Law; Arbitration), Section 14 (Notices) and Section 15 (Assignment; Binding Effect) of the SPA and the notice information of Tekventure under the Assignment Deed are incorporated herein by reference and shall apply mutatis mutandis to this Letter Agreement.
 
5.           This Letter Agreement may not be amended other than by an instrument in writing signed by the Seller, Accurate Global, Advanced Orient, Mr. Liu and Tekventure.
 
6.           If this Letter Agreement accurately reflects our agreement, please sign and return a copy of this Letter Agreement to us.
 

 
 
[Signature Page Follows]

 
 
 

 

 
Yours sincerely,
 
ASIAVEST OPPORTUNITIES FUND IV
 
     
By:
/s/  T. J. Huang  
Name: T. J. Huang  
Title: Director  
     
 
 
 

 
 
 

 
 
AGREED BY:
 

 
ACCURATE GLOBAL LIMITED
 
     
By:
/s/  Ip Kun Wan  
Name: Ip Kun Wan  
Title: Director  
     
 
 
ADVANCED ORIENT LIMITED
 
     
By:
/s/  Tang Chi Chun  
Name: Tang Chi Chun  
Title: Director  
     
 
 
   
LIU TIANWEN
 
   
/s/  Liu Tianwen  
   
   
 
 
TEKVENTURE LIMITED
 
     
By:
/s/ Liu Tianwen  
Name: Liu Tianwen  
Title: Authorised Signatory  
     

 
 
 
 

 


Schedule I
 

Transaction Shares and Purchase Price

 
Purchaser
Number of Transaction Shares for each Purchaser
Purchase Price for each Purchaser
Accurate Global Limited
19,476,469
US$8,764,411
Advanced Orient Limited
9,412,421
US$4,235,589