exv10w18






Exhibit 10.18




			
	Strictly Confidential
	 	Execution Copy






DEED OF SHARE CHARGE




THIS
DEED is made on January 23, 2008



BETWEEN





	(1)	 	HiSoft Technology (Dalian) Co.. Ltd.
, a PRC
company wholly owned by HiSoft international (as defined below), whose
registered office is located at No. 33 Lixian Street, Hi-Tech Industrial Zone,
Dalian. P.R. China (“Secured Party”), on one side;




and





	(2)	 	Kaiki Inc., a British Virgin Islands company, whose registered office is located at
Romasco Place. Wickhams Cay 1, P.O.Box 3140, Road Town, Tortola, British
Virgin Islands (“Chargor”); and
	 
	(3)	 	Li Yuanming , a PRC individual whose ID Card Number is
21021119560326581X (“Mr. Li”); on the other side.
	 
	 	 	In this Deed, Chargor, Secured Party and Mr. Li may be individually referred to
as a “Party”, and collectively, the “Parties”.




BACKGROUND:





	(A)	 	As of the date of this Deed, Mr. Li holds, of record and
beneficially, 3,072
common shares in Chargor.
	 
	(B)	 	As of the date of this Deed, Chargor, holds, of record and
beneficially, 22,500,625
common shares, par value USD0:0001 per share, in HiSoft Technology
International Limited, an exempted company duly incorporated and validly
existing under the laws of the Cayman Islands, which is the parent company of the
Secured Party (“HiSoft International”).
	 
	(C)	 	In accordance with a Binding Memorandum of Understandings
among Mr. Li,
HiSoft International, the Secured Party, Dalian Haihui Sci-Tech Company
Limited (“Haihui Dalian”), dated September 30, 2007
(“MOU”). Mr. Li entered
into a loan agreement with the Secured Party on the even date herewith (the “Loan
Agreement”).
	 
	(D)	 	In accordance with the Loan Agreement, Mr. Li has borrowed a loan of
RMB16,573,260 from the Secured Party and is subject to the obligation to repay
the amount of RMB 16,573,260 in accordance with the provisions therein (the
“Repayment Obligations”).
	 
	(E)	 	It is contemplated that Chargor and Secured Party shall have executed and
delivered this Deed.





	 	 	 	 	 	 	 

	Deed of Charge

	 	 	1	 	 	 






 









 






			
	Strictly Confidential
	 	Execution Copy






IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATIONS
	 
	1.1	 	In this Deed:
	 
	 	 	“Charged Portfolio” means the Shares and the Related Assets.
	 
	 	 	“Collateral Rights” means all rights, powers and remedies of Secured Party provided by this
Deed or by law.
	 
	 	 	“Related Assets” means all dividends, interest and other monies payable in respect of the
Shares and all other rights, benefits and proceeds in respect of or derived from the Shares
(whether by way of redemption, bonus, preference, option, substitution, conversion or
otherwise).
	 
	 	 	“Secured Obligations” means the Repayment Obligations and any other payment obligation of
Mr. Li under the Loan Agreement.
	 
	 	 	“Shares” means 3,072,085 common shares in HiSoft International indirectly held by Mr. Li,
via Chargor as of the date of this Deed, par value USD0.0001 per share, as adjusted for
share split, share dividends, combinations, recapitalizations and similar events.
	 
	2.	 	COVENANT AND CHARGE
	 
	2.1	 	Chargor, as legal and beneficial owner, charges the Charged Portfolio, with full title
guarantee and by way of first fixed charge, in favour of Secured Party for the payment, all
the interest in the Charged Portfolio and discharge of all of the Secured Obligations.
	 
	3.	 	DEPOSIT OF CERTIFICATES
	 
	3.1	 	Chargor shall, on the date of this Deed, deposit with Secured Party all certificates
and other documents of title to the Shares in respect of the Shares.
	 
	3.2	 	Chargor shall, promptly upon the accrual, offer or issue of any Related Assets (in
the form of stocks, shares, warrants or other securities) in which Chargor has a
beneficial interest, procure the delivery to Secured Party of (a) all certificates and
other documents of title representing those Related Assets and (b) such stock
transfer forms or other instruments of transfer in respect of those Related Assets
as Secured Party may request.
	 
	3.3	 	Chargor hereby authorizes Mr. Wang Jiuchang  to execute stock transfer
forms to ensure the transfer of the Charged Portfolio into the name of such
nominee(s) of Secured Party as it shall require.





	 	 	 	 	 	 	 

	Deed of Charge

	 	 	2	 	 	 






 









 






			
	Strictly Confidential
	 	Execution Copy







	3.4	 	For the purpose of this Deed, Chargor shall execute a board resolution in the form
attached hereto as Exhibit A and an instruction letter in the form attached hereto
as Exhibit B simultaneously with its execution of this Deed.
	 
	3.5	 	Chargor hereby grants to Hisoft International at anytime an option, exercisable
upon any of the Secured Obligations becoming due and payable and have not
been paid on demand, to repurchase such number of Shares in the Charged
Portfolio which shall be calculated as follows:
	 
	 	 	C= B/A
	 
	 	 	A= the fair market value of the Shares, and for Shares which are publicly traded, the
average closing price of the Shares for the preceding calendar month shall be deemed as the
fair market value;
	 
	 	 	B= the amount due and payable of the Secured Obligations;
	 
	 	 	C= the number
of Shares subject to repurchase.
	 
	4.	 	VOTING RIGHTS AND DIVIDENDS
	 
	4.1	 	Prior to any of the Secured Obligations becoming due and payable and not having
been paid on demand,
	 
	 	 	Chargor shall not exercise such voting rights in any manner, or otherwise permit or agree to
any (i) variation of the rights attaching to or conferred by all or any part of the Charged
Portfolio, or (ii) increase in the issued share capital of any company whose shares are
charged pursuant to this Deed, which in the opinion of Secured Party would prejudice the
value of, or the ability of Secured Party to realise, the security created by this Deed.
	 
	4.2	 	If any of the Secured Obligations become due and payable and have not been
paid on demand, Secured Party may, at its discretion (in the name of Chargor or
otherwise and without any further consent or authority from Chargor or any prior
notice to Chargor):






	 	(a)	 	exercise (or refrain from exercising) any voting rights in respect of
the Charged Portfolio;
	 
	 	(b)	 	apply all dividends, interest and other monies arising from the Charged
Portfolio as though they were the proceeds of sale under this Deed;
	 
	 	(c)	 	transfer the Charged Portfolio into the name of such nominee(s) of
Secured Party as it shall require; and
	 
	 	(d)	 	exercise (or refrain from exercising) the powers and rights conferred
on or exercisable by the legal or beneficial owner of the Charged Portfolio





	 	 	 	 	 	 	 

	Deed of Charge

	 	 	3	 	 	 






 









 






			
	Strictly Confidential
	 	Execution Copy







	 	 	 	in each case in the manner and on the terms Secured Party
thinks fit, and the
proceeds of any such action (after deducting by Secured Party of reasonable
expenses in relation to such action) shall form part of the Charged Portfolio.






	5.	 	CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS
	 
	5.1	 	Except with Secured Party’s prior written consent, Chargor shall not:






	 	(a)	 	assign or dispose of all or any part of the Charged Portfolio unless the
assignee undertakes to succeed the rights and obligations of Chargor under this Deed;
or
	 
	 	(b)	 	create, grant or permit to exist (i) any security interest over or (ii) any
restriction on the ability to transfer or realise, all or any part of the Charged
Portfolio;






	5.2	 	Chargor represents and warrants to Secured Party and undertakes for the duration
of this Deed that;






	 	(a)	 	it is, and will be, the sole legal and beneficial owner of the Charged
Portfolio free from any security interest or third party rights except as created by
this Deed;
	 
	 	(b)	 	it has not sold or disposed of, and will not sell or dispose of, the benefit
of all or any of its rights, title and interest in the Charged Portfolio including
(without limitation) all voting and other consensual powers pertaining to the Charged
Portfolio:
	 
	 	(c)	 	it has and will have the necessary power to enable it to enter into and perform its obligations under this Deed;
	 
	 	(d)	 	all necessary authorisations to enable it to enter into this Deed have been obtained and are, and will remain, in full force and effect:
	 
	 	(e)	 	this Deed constitutes its legal, valid and binding obligation
and is an effective security over the Charged Portfolio;
	 
	 	(f)	 	the execution, delivery and performance of this Deed will not violate any
provision of any requirement of law or contractual obligation to which either Chargor
or any of its assets is subject and will not result in the creation or imposition of
any lien or encumbrance on any of its properties or revenues pursuant to any
requirement of law or contractual obligation, except as contemplated hereby;
	 
	 	(g)	 	it is not necessary in order to ensure the validity, enforceability or
admissibility in evidence in proceedings of this Deed that any tax be paid in respect
thereof;





	 	 	 	 	 	 	 

	Deed of Charge

	 	 	4	 	 	 






 









 






			
	Strictly Confidential
	 	Execution Copy







	 	(h)	 	there is no litigation, arbitration, investigation or administrative proceeding of
or before any court, arbitrator or governmental authority currently pending or, to the
best knowledge of Chargor, threatened (i) with respect to this Deed or any of the
transactions contemplated hereby, or (ii) against or affecting Chargor or its property
and assets which is reasonably expected by Secured Party to have a material adverse
effect on the ability of Chargor to perform its obligations hereunder.






	5.3	 	Chargor represents to Secured Party that the Shares are fully paid and undertakes
to pay all calls or other payments due in respect of any part of the Charged
Portfolio. If Chargor fails to make any such payment Secured Party may make
that payment on behalf of Chargor and any sums so paid by Secured Party shall
be reimbursed by Chargor on demand, together with interest on those sums. Such
interest shall be calculated from the due date up to the actual date of payment
(after, as well as before, judgement) at the rate of 10%.
	 
	5.4	 	Mr. Li hereby represents and warrants to Secured Party that each of the
representations made by Chargor to Secured Party hereunder is true and accurate
in all aspects, and does not contain any misleading information.
	 
	6.	 	FURTHER ASSURANCE
	 
	6.1	 	At any time after the Secured Obligations have become due and payable but have
not been paid or discharged, Chargor shall upon demand from Secured Party
(a) procure the transfer of the Charged Portfolio into the name of Secured Party
or its nominee(s), agents or such purchasers as it shall direct and (b) execute all
documents and do all other things that Secured Party may require to facilitate the
realisation of the Charged Portfolio.
	 
	6.2	 	Mr. Li covenants to ensure the performance of the obligations of Chargor
hereunder in accordance with the provisions herein.
	 
	7.	 	POWER OF ATTORNEY
	 
	 	 	Chargor, by way of security, irrevocably appoints Secured Party to be its attorney and in
its name, on its behalf and as its act and deed to execute, deliver and perfect all
documents (including any stock transfer forms and other instruments
of transfer) and do all
things that Secured Party may consider to be necessary for (a) carrying out any obligation
imposed on Chargor under this Deed or (b) exercising any of the rights conferred on Secured
Party by this Deed or by law, (including, after the security constituted by this Deed has
become enforceable, the exercise of any right of a legal or a beneficial owner of the
Charged Portfolio). Chargor shall ratify and confirm all things done and all documents
executed by Secured Party in the exercise of that power of attorney.





	 	 	 	 	 	 	 

	Deed of Charge

	 	 	5	 	 	 






 









 






			
	Strictly Confidential
	 	Execution Copy







	8.	 	RECEIVER
	 
	8.1	 	Secured Party may by writing (acting through an authorised officer of Secured Party)
without notice to Chargor appoint one or more persons to be receiver of the whole or any
part of the Charged Portfolio (each such person being (a) entitled to act individually as
well as jointly and (b) for all purposes deemed to be the agent of Chargor) if:






	 	(a)	 	any of the Secured Obligations are due and payable but not paid or
discharged on demand;
	 
	 	(b)	 	a petition or application is presented for the making of an
administration order in relation to Chargor;
	 
	 	(c)	 	Chargor or any other person gives written notice of its intention to
appoint an administrator to Chargor; or
	 
	 	(d)	 	Chargor requests the appointment of a receiver.






	9.	 	EFFECTIVENESS OF COLLATERAL
	 
	9.1	 	The collateral constituted by this Deed and the Collateral Rights shall be
cumulative, in addition to and independent of every other security which Secured
Party may at any time hold for Secured Obligations or any rights, powers and
remedies provided by law. No prior security held by Secured Party over the
whole or any part of the Charged Portfolio shall merge into the collateral
constituted by this Deed.
	 
	9.2	 	This Deed shall remain in full force and effect as a continuing arrangement unless
and until Secured Party discharges it.
	 
	9.3	 	No failure to exercise, nor any delay in exercising, on the part of Secured Party,
any Collateral Right shall operate as a waiver, nor shall any single or partial
exercise of a Collateral Right prevent any further or other exercise of that or any
other Collateral Right.
	 
	9.4	 	If, at any time, any provision of this Deed is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions of this Deed nor the legality,
validity or enforceability of such provision under the law of any other jurisdiction
will in any way be affected or impaired.
	 
	9.5	 	None of Secured Party, its nominee(s) or any receiver appointed pursuant to this
Deed shall be liable by reason of (a) taking any action permitted by this Deed or
(b) any neglect or default in connection with the Charged Portfolio or (c) the
taking possession or realisation of all or any part of the Charged Portfolio, except
in the case of gross negligence or wilful default upon its part.





	 	 	 	 	 	 	 

	Deed of Charge

	 	 	6	 	 	 






 









 






			
	Strictly Confidential
	 	Execution Copy







	10.	 	COSTS AND EXPENSES
	 
	 	 	Mr. Li shall, on demand of Secured Party and Chargor, reimburse Secured Party and Chargor
on a full indemnity basis for all costs and expenses (including legal fees, stamp duties
and any value added tax) incurred in connection with (a) the execution of this Deed or
otherwise in relation to it, (b) the perfection or enforcement of the collateral
constituted by this Deed or (c) the exercise of any Collateral Right, together with
interest from the date the costs and expenses were incurred to the date of payment at such
rates as Secured Party and Charger may reasonably determine respectively.
	 
	11.	 	CURRENCY CONVERSION
	 
	 	 	For the purpose of or pending the discharge of any of the Secured Obligations Secured
Party may convert any money received, recovered or realised or subject to application by it
under this Deed from one currency to another, as Secured Party thinks fit; and any such
conversion shall be effected at the then prevailing commercial rate of exchange for
obtaining such other currency with the first currency.
	 
	12.	 	INDEMNITY
	 
	 	 	Chargor shall indemnify Secured Party against all losses,
liabilities, damages, costs and
expenses incurred by Secured Party in the enforcement of the execution or performance of the
terms and conditions hereof, its defense against any actions, proceedings, claims or demands
of third parties with respect to the Charged Portfolio, and all costs, charges and expenses
which are incurred, sustained or arise in respect of the non-performance or non-observance
of any of the undertakings and agreements on the part of Chargor or
Mr. Li, as the case may
be, herein contained or in respect of any matter or thing done or omitted relating in any
way whatsoever to the Charged Portfolio. Mr. Li shall take joint and several liability with
Chargor in respect of the performance of the foregoing sentence.
	 
	13.	 	NOTICES
	 
	13.1	 	Any notice required or permitted to be given in connection with this Deed shall be in
writing in the English language. Any notice shall be delivered to the following address:
	 
	 	 	To Secured Party






	 	 	 	Address: No. 33 Lixian Street, Hi-Tech Industrial Zone, Dalian, P.R.China, 116023
	 
	 	 	 	Attention: Mr. Heng Choon Lim / Ms. Jane Zhang
	 
	 	 	 	Facsimile: +86-411-84791350





	 	 	 	 	 	 	 

	Deed of Charge

	 	 	7	 	 	 






 









 






			
	Strictly Confidential
	 	Execution Copy







	 	 	To Chargor






	 	 	 	Address: No. 35 Lixian Street, Hi-Tech Zone, Dalian, China, 116023
	 
	 	 	 	Attention: Mr. Wang Jiuchang
	 
	 	 	 	Facsimile: +86-411-84791350






	 	 	To Mr. Li






	 	 	 	Address: No. 35 Lixian Street, Hi-Tech Zone, Dalian, China,
116023
	 
	 	 	 	Attention: Mr. Li Yuanming
	 
	 	 	 	Facsimile: +86-411-84792822






	13.2	 	Notice given under Article 13.1 shall be deemed to have been received by the
addressee:






	 	(a)	 	if by hand, upon delivery at the relevant address;
	 
	 	(b)	 	if by pre-paid registered mail, five (5) days after the date of posting; and
	 
	 	(c)	 	if by facsimile, at the time of dispatch thereof if there is an appropriate
confirmation of dispatch;






	 	 	and, if a particular department or officer is specified as part of its address details, if
addressed to that department or officer.






	13.3	 	Any communication or document to be made or delivered to Secured Party will
be effective only when actually received by Secured Party and then only if it is
expressly marked for the attention of the department or officer specified by
Secured Party for such purpose.
	 
	14.	 	SUCCESSORS
	 
	 	 	This Deed shall remain in effect despite any amalgamation or merger (however effected)
relating to Secured Party; and references to Secured Party shall include any assignee or
successor in title of Secured Party and any person who, under the laws of its jurisdiction
of incorporation or domicile, has assumed the rights and obligations of Secured Party under
this Deed or to which, under such laws, those rights and obligations have been transferred.
	 
	15.	 	GOVERNING LAW AND ARBITRATION
	 
	15.1	 	Governing Law
	 
	 	 	This Deed is governed by Hong Kong law.
	 
	15.2	 	Arbitration





	 	 	 	 	 	 	 

	Deed of Charge

	 	 	8	 	 	 






 









 






			
	Strictly Confidential
	 	Execution Copy







	 	(a)	 	Any dispute or controversy arising out of, relating to, or concerning any
interpretation, construction, performance or breach of this Deed, shall be
submitted to the China international Economic and Trade Arbitration
Commission (“CIETAC) for arbitration.
	 
	 	(b)	 	The arbitration shall be conducted in Beijing in accordance with the
then applicable arbitration rules of CIETAC.
	 
	 	(c)	 	There shall be three (3) arbitrators. One arbitrator shall be selected
collectively by Chargor and Mr. Li; one arbitrator shall be selected by Secured
Party; and the third arbitrator shall be assigned by CIETAC in accordance with the
then applicable arbitration rules of CIETAC.
	 
	 	(d)	 	The arbitration shall be conducted in English and Chinese. The arbitration award shall be final and binding upon the Parties hereto.






	16.	 	CONFIDENTIALITY
	 
	 	 	Each of the Parties hereto agrees to keep secret and confidential and not to disclose or
divulge to any third party or to enable or cause any person to become aware of any
confidential information relating to this Deed, and the transactions contemplated hereby
but excluding any information which is in the public domain (otherwise than through the
wrongful disclosure of any party) or which they are required to disclose by law or by the
rules of any competent regulatory body.
	 
	17.	 	TERMINATION AND CANCELLATION
	 
	 	 	This Deed shall be terminated upon occurrence of any of the following events:






	 	(a)	 	The Secured Obligations have been fully performed;
	 
	 	(b)	 	The Parties have entered into a written agreement in respect of the
early termination hereof;
	 
	 	(c)	 	In the case of failure to close any of the transactions (including the loan
arrangement) contemplated under the MOU by March 31, 2008, the transactions
contemplated under the MOU including the transactions contemplated under the Loan
Agreement and this Deed shall be cancelled automatically, and the Parties agree to
take all necessary actions to cancel and annul the completed or pending
transactions;






	18.	 	LANGUAGE
	 
	 	 	This Deed shall be executed in English and any Chinese version may only be used for
reference purposes.





	 	 	 	 	 	 	 

	Deed of Charge

	 	 	9	 	 	 






 









 






			
	Strictly Confidential
	 	Execution Copy







	19.	 	EFFECTIVENESS
	 
	 	 	This Deed shall lake effect upon execution by the Parties.





[Remainder of this Page has been intentionally left blank]




	 	 	 	 	 	 	 

	Deed of Charge

	 	 	10	 	 	 







 











 





			
	Strictly Confidential
	 	Execution Copy






Exhibit A: Form of Kaiki Board Resolution




Kaiki Inc.




(incorporated in the British Virgin Islands with limited liability)



(the “Company”)



WRITTEN RESOLUTIONS OF ALL THE DIRECTORS OF THE COMPANY


The undersigned, being all of the directors of the Company, a business company limited by shares,
whose registered office is at Romasco Place, Wickhams Cay 1, Road Town, Tortola. British Virgin
Islands, pursuant to the authority to act without a meeting conferred by the Company’s articles of
association, HEREBY CONSENT to the following actions and adopt the resolutions set out below.



WHEREAS
Li Yuanming (“Mr Li”), a director and shareholder of the Company has entered into a
binding memorandum of undertakings among Mr. Li, HiSoft Technology International Limited, HiSoft
Technology (Dalian) Co., Ltd. (the “Secured Party”) and Dalian Haihui Sci-Tech Company Limited
whereby Mr. Li shall enter into a loan agreement (the “Loan Agreement”) with the Secured Party;



WHEREAS it is a condition precedent to the Loan Agreement that the Company execute and deliver a
Deed of Share Charge (the “Share Charge”):



WHEREAS the directors have carefully considered the funding and security arrangements to be put
into effect in connection with the foregoing;



IT WAS NOTED all the directors had declared their respective interests, if any. in accordance with
the Articles of Association of the Company with respect to the matters contemplated below, and that
none of the directors of the Company are prohibited by the Articles of Association of the Company
from approving and adopting by way of written resolutions any of the matters below.



IT WAS NOTED that notwithstanding the execution performance and/or enforcement of the Share
Charge, the Company would be able to pay its debts as they fell due.



NOW, THEREFORE, IT IS HEREBY RESOLVED that the Share Charge be and is hereby approved in all
respects with such changes therein and additions thereto as may be approved or deemed necessary,
appropriate or advisable by the Authorised Signatory (as hereinafter defined) of the Company
executing the same, the execution thereof by such Authorised Signatory to be conclusive evidence
of such approval or determination and that it was in the best interests of and commercial benefit
to, the Company to enter into the Share Charge;



IT IS FURTHER RESOLVED that Mr. Wang Jiuchang , whose PRC ID card number is 210211195210265835
(the “Authorised Signatory’’) be, and each of
them hereby is, authorised to execute and deliver,
in the name of and on behalf of the Company, the Share Charge and any other instruments,
documents, certificates, consents, assignments, notices and agreements contemplated thereby or
executed and delivered in connection therewith (the “Related
Documents”) with such changes, additions, modifications and terms as the




					
	 	 	 	 	 
	Deed of Charge-Exhibit A
	 	1
	 	 











 









 










			
	Strictly Confidential
	 	Execution Copy





Authorised Signatory executing the Share Charge and/or any Related Document in his or her
sole and absolute discretion shall approve, the execution thereof by such Authorised Signatory to
be conclusive evidence of such approval. Any document which is required or desirable to be
executed as a deed may be executed as a deed by the Authorised
Signatory as a deed;



IT IS FURTHER RESOLVED that the Authorised Signatory of the Company be, and each of them hereby
is authorised and directed to execute and deliver such additional documents and take such
additional actions, in the name of and on behalf of the Company as he or she may deem necessary or
appropriate in connection with and in the best interests of the Company to consummate the
transactions and comply with the Company’s obligations contemplated by the Share Charge and the
Related Documents and all matters in furtherance thereof, and do all such other acts and things as
the Authorised Signatory deem necessary, appropriate or advisable to carry out the purpose of the
foregoing recitals and resolutions, the execution thereof by the Authorised Signatory to be
conclusive evidence of such approval;



IT IS FURTHER RESOLVED that the Company make entries on the register of charges of the Company
maintained pursuant to Section 162 of the BVI Business Companies Act (“BVIBC Act”) in relation to
the Share Charge or Related Documents to which it is a party which create a charge, as defined in
the BVIBC Act, over assets of the Company and forward a copy of such register to its registered
agent to maintain with the Company’s records;



IT IS FURTHER RESOLVED that the registered agent of the Company be and is hereby authorised to
make application for any such charge to be registered by the Registrar of Corporate Affairs
pursuant to Section 163(1) of the BVIBC Act;



IT IS FURTHER RESOLVED that the Authorised Signatory be and is hereby authorised to sign any
document which is a deed and any other deed in connection with or pursuant to the Share Charge and
the Related Documents and to affix the Company’s common seal to any such document and to witness
and attest to the same as the Authorised Signatory shall in his/her sole discretion, consider
fit;



IT IS FURTHER RESOLVED that any and all actions heretofore or hereafter taken by the Authorised
Signatory of the Company in connection with the transactions contemplated by the Share Charge and
the Related Documents, or otherwise within the terms of the foregoing recitals and resolutions are
hereby ratified and confirmed in their entirety.



IN WITNESS WHEREOF, the undersigned have executed these resolutions in writing as of the date
indicated alongside his name below and acknowledges that the effective date of the resolution is as
of the last date indicated below.




					
	 	 	 	 	 
	Deed of Charge-Exhibit A
	 	2
	 	 






 









 





	 	 	 

	Strictly Confidential

	 	Execution Copy






	 	 	 

	/s/ Wang Jiuchang

	 	Date 2008.1.23
	 	 	 

	Wang Jiuchang
	 	 
	Director
	 	 
	 
	 	 
	/s/ Li Yuanming

	 	Date 2008.1.23
	 	 	 

	Li Yuanming
	 	 
	Director
	 	 






					
	 	 	 	 	 
	Deed of Charge-Exhibit A
	 	1
	 	 







 











 





			
	Strictly Confidential
	 	Execution Copy






Exhibit B: Form of Instruction Letter




[_______], 2008





	To:	 	 Codan Trust Company (Cayman) Limited
	 
	c/o: 	 	Conyers Dill & Pearman
	 
	 	 	2901, One Exchange Square 8 Connaught Place
	 
	 	 	Central Hong Kong





Dear Sirs:




HiSoft Technology International Limited (the “Company”)



Issue of share certificates





	 	 	I hereby confirm, on behalf of the Company, that you are instructed to split share
certificate no. 1  with respect to the 22,500,625 ordinary shares registered in the name of
Kaiki Inc. into the following denominations:





	 	 	 
	Number of Ordinary Shares	 	Name of shareholder
	 
	 	 
	19,428,540 ordinary shares

	 	Kaiki Inc.
	 
	 	 
	3,072,085 ordinary shares

	 	Kaiki Inc.






Yours
faithfully,




                         
                                   




Director




For and on behalf of HiSoft




Technology
International Limited




					
	 	 	 	 	 
	 	 	 	 	 
	Deed of Charge-Exhibit B
	 	1
	 	 






 









 






			
	Strictly Confidential
	 	Execution Copy






[_______], 2008





	To:	 	 Codan Trust Company (Cayman) Limited
	 
	c/o:	 	 Conyers Dill & Pearman
	 
	 	 	2901, One Exchange Square 8 Connaught Place
	 
	 	 	Central Hong Kong





Dear Sirs:




HiSoft Technology International Limited



Issue of share certificates





	 	 	I hereby confirm, on behalf of Kaiki Inc., that you are instructed to split share
certificate no. 1 with respect to the 22,500,625 ordinary shares registered in the name of
Kaiki Inc. into the following denominations:





	 	 	 
	Number of Ordinary Shares	 	Name of shareholder
	 
	 	 
	19,428,540 ordinary shares

	 	Kaiki Inc.
	 
	 	 
	3,072,085 ordinary shares

	 	Kaiki Inc.







	 	 	A copy of share certificate no. 1 is enclosed for your records.





Yours faithfully,




                           
                                 




Director




For and on behalf of




Kaiki Inc.




					
	 	 	 	 	 
	 	 	 	 	 
	Deed of Charge-Exhibit B
	 	2
	 	 






 









 





	Strictly Confidential            Execution Copy









	IN WITNESS WHEREOF this Deed has been signed on behalf of Secured Party and executed as a deed
by Chargor and Mr. Li and is intended to be and is hereby delivered by them as a deed on the date
specified above.




	Secured Party




	HiSoft Technology (Dai            ten) Co.. Ltd.




	By:




	Name: Loh            Tiak Koon




	Title: Leg ;al Representative




	Deed of charge            Signature Page I 








 









 







			
	Strictly Confidential
	 	Execution Copy






	Strictly Confidential            Execution Copy





Chargor




EXECUTED as a DEED

by the COMMON SEAL of

Kaiki Inc.

in the presence of:





       Director



 




                               
          Director/Secretary




Mr. Li




SIGNED as a DEED by

Li Yuanming 









in the presence of:









	 	 	 

	Signature of witness:

	 	
	Name of witness:

	 	
	Address of witness:

	 	
	Occupation of witness:

	 	






					
	 	 	 	 	 
	 	 	 	 	 
	Deed of Charge
	 	Signature Page 2
	 	 






 









 






Kaiki Board Resolution




Kaiki Inc.




(incorporated in the British Virgin Islands with limited liability)



(the “Company”)



WRITTEN RESOLUTIONS OF ALL THE DIRECTORS OF THE COMPANY


The
undersigned, being all of the directors of the Company, a business company limited by shares,
whose registered office is at Romasco Place, Wickhams Cay 1, Road Town, Tortola, British Virgin
Islands, pursuant to the authority to act without a meeting conferred by the Company’s articles of
association, HEREBY CONSENT to the following actions and adopt the resolutions set out below.



WHEREAS Li Yuanming (“Mr Li”), a director and shareholder of the Company has entered into a
binding memorandum of undertakings among Mr. Li, HiSoft Technology International Limited, HiSoft
Technology (Dalian) Co., Ltd. (the “Secured Party’’) and Dalian Haihui Sci-Tech Company Limited
whereby Mr. Li shall enter into a loan agreement (the “Loan Agreement”) with the Secured Party;



WHEREAS it is a condition precedent to the Loan Agreement that the Company execute and deliver a
Deed of Share Charge (the “Share Charge”):



WHEREAS the directors have carefully considered the funding and security arrangements to be put
into effect in connection with the foregoing;



IT WAS NOTED all the directors had declared their respective interests, if any, in accordance with
the Articles of Association of the Company with respect to the matters contemplated below, and that
none of the directors of the Company are prohibited by the Articles of Association of the Company
from approving and adopting by way of written resolutions any of the matters below.



IT WAS NOTED that notwithstanding the execution performance and/or enforcement of the Share
Charge, the Company would be able to pay its debts as they fell due.



NOW,
THEREFORE, IT IS HEREBY RESOLVED that the Share Charge be and is hereby approved in all
respects with such changes therein and additions thereto as may be approved or deemed necessary,
appropriate or advisable by the Authorised Signatory (as hereinafter defined) of the Company
executing the same, the execution thereof by such Authorised Signatory to be conclusive evidence
of such approval or determination and that it was in the best interests of, and commercial benefit
to, the Company to enter into the Share Charge;



IT IS FURTHER RESOLVED that Mr. Wang Jiuchang , whose PRC ID card number is 210211195210265835
(the “Authorised Signatory”) be, and each of them hereby is, authorised to execute and deliver,
in the name of and on behalf of the Company, the Share Charge and any other instruments,
documents, certificates, consents, assignments, notices and agreements contemplated thereby or
executed and delivered in connection therewith (the “Related Documents”) with such
changes, additions, modifications and terms as the




					
	 	 	 	 	 
	 	 	 	 	 
	Kaiki Resolution-HiSoft Share Charge
	 	Page 1 of 3
	 	 






 









 





Authorised Signatory executing the Share Charge and/or any Related Document in his or her
sole and absolute discretion shall approve, the execution thereof by such Authorised Signatory to
be conclusive evidence of such approval. Any document which is required or desirable to be
executed as a deed may be executed as a deed by the Authorised Signatory as a deed;



IT IS
FURTHER RESOLVED that the Authorised Signatory of the Company be,
and each of them hereby is,
authorised and directed to execute and deliver such additional documents and take such additional
actions, in the name of and on behalf of the Company as he or she may deem necessary or appropriate
in connection with and in the best interests of the Company to consummate the transactions and
comply with the Company’s obligations contemplated by the Share Charge and the Related Documents
and all matters in furtherance thereof, and do all such other acts and things as the Authorised
Signatory deem necessary, appropriate or advisable to carry out the purpose of the foregoing
recitals and resolutions, the execution thereof by the Authorised Signatory to be conclusive
evidence of such approval;



IT IS FURTHER RESOLVED that the Company make entries on the register of charges of the Company
maintained pursuant to Section 162 of the BVI Business Companies Act (“BVIBC Act”) in relation to
the Share Charge or Related Documents to which it is a party which create a charge, as defined in
the BVIBC Act, over assets of the Company and forward a copy of such register to its registered
agent to maintain with the Company’s records;



IT IS FURTHER RESOLVED that the registered agent of the Company be and is hereby authorised to make
application for any such charge to be registered by the Registrar of Corporate Affairs pursuant to
Section 163(1) of the BVIBC Act;



IT IS FURTHER RESOLVED that the Authorised Signatory be and is hereby authorised to sign any
document which is a deed and any other deed in connection with or pursuant to the Share Charge and
the Related Documents and to affix the Company’s common seal to any such document and to witness
and attest to the same as the Authorised Signatory shall in his/her sole discretion, consider fit;



IT IS FURTHER RESOLVED that any and all actions heretofore or hereafter taken by the Authorised
Signatory of the Company in connection with the transactions contemplated by the Share Charge and
the Related Documents, or otherwise within the terms of the foregoing recitals and resolutions are
hereby ratified and confirmed in their entirety.



IN WITNESS WHEREOF, the undersigned have executed these resolutions in writing as of the date
indicated alongside his name below and acknowledges that the effective date of the resolution is as
of the last date indicated below.




					
	 	 	 	 	 
	 	 	 	 	 
	Kaiki Resolution-HiSoft Share Charge
	 	Page 2 of 3
	 	 






 









 






	 	 	 	 	 
	 	 	 
	/s/ Wang Jiuchang
 	 	Date: January 23, 2008 
	Wang Jiuchang  	 	 
	Director 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Li Yuanming
 	 	Date: January 23, 2008 
	Li Yuanming  	 	 
	Director 	 	 
	 



					
	Kaiki Resolution-HiSoft Share Charge
	 	Page 3 of 3
	 	 






 









 






January 23, 2008





	To:	 	 Codan Trust Company (Cayman) Limited
	 
	c/o:	 	 Conyers Dili & Pearman
	 
	 	 	2901, One Exchange Square 8 Connaught Place
	 
	 	 	Central Hong Kong





Dear Sirs:




HiSoft Technology International Limited (the “Company”)




Issue of share certificates





	 	 	I hereby confirm, on behalf of the Company, that you are instructed to split share
certificate no.1 with respect to the 22,500,625 ordinary shares registered in the name of
Kaiki Inc. into the following denominations:





	 	 	 
	Number of Ordinary Shares	 	Name of shareholder
	 
	 	 
	19,428,540 ordinary shares

	 	Kaiki Inc.
	 
	 	 
	3,072,085 ordinary shares

	 	Kaiki Inc.






Yours
faithfully,




	 	 	 	 	 
	 	 	 
	/s/ Loh Tiak Koon
 	 	 
	Loh Tiak Koon 	 	 
	 	 	 
	 



Director




For and on behalf of HiSoft




Technology
International Limited




Instruction Letter

-HiSoft Share Charge