| ORGANIZATION AND PRINCIPAL ACTIVITIES |
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
Pactera Technology International Ltd. ("Pactera International" or the "Company", formerly known as Hisoft Technology International Limited) was incorporated in the Cayman Islands on May 27, 2004 as the holding company for a group of companies. Pactera International and its subsidiaries (collectively the "Group") provide outsourced information technology services primarily in the People's Republic of China (the "PRC"), Hong Kong, the United States of America ("U.S."), Asia South, Europe, and Japan.
On November 9, 2012, in connection with the completion of the merger of equals with VanceInfo Technologies Inc. ("VanceInfo"), a listed company on NYSE providing outsourced information technology services, the Company changed its name to "Pactera Technology International Ltd.". VanceInfo was delisted from NYSE immediately after the merger with the Group. According to the merger agreement dated August 10, 2012 ("Merger Agreement"), the Company and the shareholders of VanceInfo each owned approximately 50% of the combined company. Each outstanding common share of VanceInfo was exchanged for the right to receive one common share of the Company and each American Depositary Share ("ADS") of VanceInfo, each of which represents one common share, was exchanged for the right to receive one ADS of the Company.
Immediately prior to the merger of equals, the Company effected a 13.9482 to 1 common share consolidation and changed the ratio of the Company's ADSs representing common share from one ADS for nineteen common shares to one ADS for one common share. As a result, the shares data and the basic and diluted net income per share were adjusted retroactively for all periods presented.
In July 2004, Pactera International entered into a series of contractual arrangements with the Group's VIE, Hisoft Technology (Dalian) Co., Ltd. ("Hisoft Dalian") in Dalian, PRC. The contractual agreements provide the Group with the power to direct the activities that most significantly affects the economic performance of the Hisoft Dalian and enable the Group to receive the substantial economic benefits of the Hisoft Dalian. Such contractual agreements enable us to (1) receive substantially all of the economic benefit from Hisoft Dalian; (2) have an exclusive option to purchase all or part of the equity interest in Hisoft Dalian at a nominal price or the minimum price permitted under applicable laws; and (3) have the power to direct the activities that most significantly affect the economic performance of Hisoft Dalian.
The business operation and revenue of Hisoft Dalian were minimal in year 2011 and 2012 and the assets and liabilities are insignificant. The revenue of Hisoft Dalian in year 2011 and 2012 was nil and nil. Its total assets and total liabilities as of December 31, 2012 were $312 and $642, respectively.
The Company terminated the above-mentioned contractual agreements in July 2013, thus the Group neither has power to direct the activities that most significantly affects the economic performance of Hisoft Dalian nor receives the substantial economic benefits of Hisoft Dalian. Thereafter, Hisoft Dalian does not constitute a VIE of the Group, and a gain on disposal of Hisoft Dalian of $305 was recognized for the year ended December 31, 2013.
As of December 31, 2013, the Company's subsidiaries are as follows:
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Subsidiaries |
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Later of date of
incorporation
or acquisition |
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Place of
incorporation |
|
Percentage of
legal ownership |
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| |
Pactera Technology Japan Co., Ltd. ("Pactera Japan") |
|
August 1, 2002 |
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Japan |
|
|
100 |
% |
| |
DMK International, Inc. ("DMK International") |
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September 4, 2003 |
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U.S. |
|
|
100 |
% |
| |
Dalian Pactera Technology Limited ("Pactera Dalian") (formerly known as HiSoft Technology (Dalian) Co., Ltd.) |
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July 27, 2004 |
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PRC |
|
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100 |
% |
| |
Pactera Systems (Hong Kong) Limited ("Pactera Systems Hong Kong") |
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October 12, 2005 |
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Hong Kong |
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100 |
% |
| |
Shenzhen Pactera Systems Limited ("Pactera Shenzhen Systems") |
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November 9, 2005 |
|
PRC |
|
|
100 |
% |
| |
HiSoft Services (Beijing) Limited ("HiSoft Beijing") |
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November 10, 2005 |
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PRC |
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100 |
% |
| |
Pactera Technologies NA, Inc. ("Pactera NA") |
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December 31, 2006 |
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U.S. |
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100 |
% |
| |
Chengdu Pactera Technology Limited ("Pactera Chengdu") (formerly known as HiSoft Technology (Chengdu) Co., Ltd.) |
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April 4, 2007 |
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PRC |
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100 |
% |
| |
Pactera Singapore Pte. Ltd. ("Pactera Singapore") (formerly known as Hisoft Technology (Singapore) Pte Ltd.) |
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December 1, 2007 |
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Singapore |
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100 |
% |
| |
Wuxi Pactera Technology Limited ("Pactera Wuxi") (formerly known as Wuxi HiSoft Services Limited) |
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January 8, 2009 |
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PRC |
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100 |
% |
| |
AllianceSPEC Pte. Ltd. ("AllianceSPEC") |
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December 1, 2009 |
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Singapore |
|
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100 |
% |
| |
Wuxi Pactera Technology Training Limited ("Wuxi Training Center") (formerly known as Wuxi Hisoft Technology Training Co,. Ltd.) |
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December 25, 2009 |
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PRC |
|
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100 |
% |
| |
Beijing Horizon Information & Technology Co., Ltd. ("Horizon Information") |
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February 1, 2010 |
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PRC |
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100 |
% |
| |
Insurance Systems Laboratory Co., Ltd. ("ISL") |
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July 1, 2010 |
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Japan |
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100 |
% |
| |
Beijing Pactera Jinxin Technology Limited ("Pactera Jinxin") (formerly known as HiSoft Jinxin Technology (Beijing) Co., Ltd.) |
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January 26, 2011 |
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PRC |
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100 |
% |
| |
NouvEON Technology Partners, Inc. ("NouvEON") |
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July 1, 2011 |
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U.S. |
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100 |
% |
| |
Shanghai HURO Digital Technology Co., Ltd. ("HURO") |
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October 1, 2011 |
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PRC |
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100 |
% |
| |
Pactera Holdings Spain, S.L. (formerly known as Logoscript International S.L.) and its subsidiaries ("Pactera Spain") |
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February 1, 2012 |
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Spain |
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100 |
% |
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Beijing Pactera Glorycube Technology Limited ("Glory") (formerly known as Beijing GloryCube Technology Co., Ltd.) |
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June 1, 2012 |
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PRC |
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100 |
% |
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Bearing Point Holdings Pty. Limited and its subsidiaries ("Bearing Point") |
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July 1, 2012 |
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Australia |
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100 |
% |
| |
Shenzhen Pactera Information Limited ("Pactera Shenzhen Information") (formerly known as HiSoft Technology (Shenzhen) Co., Ltd. |
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May 11, 2012 |
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PRC |
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100 |
% |
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VanceInfo Technologies Inc. ("VanceInfo") |
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November 9, 2012 |
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Cayman Islands |
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100 |
% |
| |
Pactera Technology Limited ("Pactera Beijing") (formerly known as VanceInfo Creative Software Technology Limited) |
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November 9, 2012 |
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PRC |
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100 |
% |
| |
Pactera Technology Limited ("Pactera BVI") |
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November 9, 2012 |
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BVI |
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100 |
% |
| |
Pactera Technologies Inc. ("Pactera US") |
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November 9, 2012 |
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U.S. |
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100 |
% |
| |
Pactera (Hong Kong) Limited ("Pactera Hong Kong") |
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November 9, 2012 |
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Hong Kong |
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100 |
% |
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Shanghai Pactera Technology Limited ("Pactera Shanghai Technology") (formerly known as Shanghai VanceInfo Technologies Limited) |
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November 9, 2012 |
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PRC |
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100 |
% |
| |
VanceInfo Technologies Limited ("VanceInfo Tianjin") |
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November 9, 2012 |
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PRC |
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100 |
% |
| |
Shanghai Pactera Software Technology Limited ("Pactera Shanghai") (formerly known as Shanghai VanceInfo Creative Software Technology Limited) |
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November 9, 2012 |
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PRC |
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100 |
% |
| |
Pactera Malaysia Inc. Sdn. Bhd. ("Pactera Malaysia") |
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November 9, 2012 |
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Malaysia |
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100 |
% |
| |
Shenzhen Pactera Technology Limited ("Pactera Shenzhen") (formerly known as Shenzhen VanceInfo Creative Software Technology Limited) |
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November 9, 2012 |
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PRC |
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100 |
% |
| |
Nanjing Pactera Technology Limited ("Pactera Nanjing") (formerly known as Nanjing VanceInfo Creative Software Technology Limited) |
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November 9, 2012 |
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PRC |
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100 |
% |
| |
TP Teleservices Limited ("TP Teleservices") |
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November 9, 2012 |
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Hong Kong |
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100 |
% |
| |
TP (Hong Kong) Limited ("TP Hong Kong") |
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November 9, 2012 |
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Hong Kong |
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100 |
% |
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TP Consultants Limited ("TP Consultants") |
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November 9, 2012 |
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Hong Kong |
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100 |
% |
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TP (Taiwan) Limited ("TP Taiwan") |
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November 9, 2012 |
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Hong Kong |
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100 |
% |
| |
TP Software Technology (Shanghai) Co., Ltd. ("TP Shanghai") |
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November 9, 2012 |
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PRC |
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100 |
% |
| |
Pactera Financial Service Limited ("Pactera Financial Services") (formerly named "Link Result Limited") |
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November 9, 2012 |
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Hong Kong |
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100 |
% |
| |
Pactera Data Service (Shanghai) Limited ("Pactera Data") (formerly known as VanceInfo Data Service (Shanghai) Limited) |
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November 9, 2012 |
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PRC |
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100 |
% |
| |
Beijing Viatt Information Technology Co., Ltd. ("Beijing Viatt") |
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November 9, 2012 |
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PRC |
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100 |
% |
| |
Lifewood Technology Limited ("Lifewood Technology") |
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November 9, 2012 |
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Hong Kong |
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100 |
% |
| |
Lifewood Data Technology Limited ("Lifewood Data") |
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November 9, 2012 |
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Hong Kong |
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100 |
% |
| |
Lifewood Data Technology (Dongguan) Limited ("Lifewood Dongguan") |
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November 9, 2012 |
|
PRC |
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100 |
% |
| |
Pactera Technologies Australia Pty Ltd ("Pactera Australia") (formerly known as VanceInfo Technologies Australia Pty. Ltd.) |
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November 9, 2012 |
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Australia |
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100 |
% |
| |
Beijing Data Pioneer Information Technology Co., Ltd. ("Beijing DPC") |
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November 9, 2012 |
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PRC |
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100 |
% |
| |
Beijing Kang Pu Wei Century Information Technology Co., Ltd. ("Beijing KPW") |
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November 9, 2012 |
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PRC |
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100 |
% |
| |
VanceInfo Singapore Pte. Ltd. ("VanceInfo Singapore") |
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November 9, 2012 |
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Singapore |
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100 |
% |
| |
Pactera Financial Solutions Limited ("Pactera Financial Solutions") |
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November 9, 2012 |
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BVI |
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100 |
% |
| |
Beijing Sunwin Corporation Limited ("Sunwin") |
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November 9, 2012 |
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PRC |
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100 |
% |
| |
Beijing Pactera Airsoft Technology Limited ("Pactera Airsoft") (formerly known as Beijing VanceInfo Airsoft Technology Ltd.) |
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November 9, 2012 |
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PRC |
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100 |
% |
| |
Suzhou VanceInfo Creative Software Technology Limited ("VanceInfo Suzhou") |
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November 9, 2012 |
|
PRC |
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100 |
% |
| |
Wuxi Pactera Outsourcing Service Limited ("Pactera Outstanding") |
|
May 10, 2013 |
|
PRC |
|
|
100 |
% |
| |
Pactera Technology (Mauritius) Limited ("Pactera Mauritius") |
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August 20, 2013 |
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Mauritius |
|
|
100 |
% |
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