exv10w13






Exhibit 10.13




TRANSLATION FOR REFERENCE ONLY




 






LAND USE RIGHT TRANSFER AGREEMENT



REGARDING THE LAND (4,510.5 SQUARE METERS) LOCATED AT



35 LIXIAN STREET, HIGH-TECH INDUSTRIAL ZONE, DALIAN MUNICIPALITY



 





by and between



Dalian Haihui Sci-Tech Co., Ltd.



and



Dalian Borui Information and Technology Co., Ltd.



January 23, 2008



 









 





TRANSLATION FOR REFERENCE ONLY




Table of Contents




	 	 	 

	Section 1

	 	General Provisions
	 
	 	 
	Section 2

	 	Acreage, Term and Use of Land Parcel
	 
	 	 
	Section 3

	 	Land Premium and Method of Payment
	 
	 	 
	Section 4

	 	Matters in Relation to Transfer and Registration
	 
	 	 
	Section 5

	 	Conditions of Land
	 
	 	 
	Section 6

	 	Confidentiality
	 
	 	 
	Section 7

	 	Dispute Resolution
	 
	 	 
	Section 8

	 	Effectiveness of Contract
	 
	 	 
	Section 9

	 	Miscellaneous
	 
	 	 
	Exhibit 1

	 	Survey Map for Land Registration of Land Parcel
	 
	 	 
	Exhibit 2

	 	Conditions for Use of Land






Land Use Right Transfer Agreement







 









 




TRANSLATION FOR REFERENCE ONLY






This Land Use Right Transfer Agreement, dated as of January 23, 2008, is entered into by and
between the following parties:



Transferor: Dalian Haihui Sci-Tech Co., Ltd. (hereinafter, “Party A”)
Registered Address: 35 Lixian Street, Ganjingzi District, Dalian Municipality, PRC



Transferee: Dalian Borui Information and Technology Co., Ltd. (hereinafter, “Party B”)
Registered Address: 35 Lixian Street, High-Tech Industrial Zone, Dalian Municipality




Preface




WHEREAS:





	a)	 	Party A has the ownership of a building located at 35 Lixian Street, High-Tech Industrial
Zone, Dalian Municipality (Building Ownership Certificate Number: Da Fang Quan Zheng Gao Zi
No. 20020213) (hereinafter, the “Building”) and the land use right of the land attached to
such Building (State-owned Land Use Right Certificate Number: Da Guo Yong (2006) No. 05048).
	 
	b)	 	Pursuant to a Binding Memorandum of Understanding, dated September 30, 2007, entered into by
and among Party A, Yuanming Li (PRC Identity Card Number: 21021119560326581x), HiSoft
Technology (Dalian) Co., Ltd. and HiSoft Technology International Limited (the “Memorandum”),
Party A and Party B have entered into a Building Purchase Agreement (hereinafter, the
“Building Purchase Agreement”), pursuant to which the Building is transferred to Party B. For
the purpose thereof, the land use right of the land to which the Building is attached shall be
transferred to Party B together with the Building.
	 
	c)	 	For the purpose of the Building transfer transaction under the Building Transfer Agreement,
Party B intends to purchase from Party A the land use right attached to the Building pursuant
to the provisions under the Memorandum and this Agreement, and Party A agrees to sell Party B
the land use right attached to the Building pursuant to the provisions under this Agreement.
Party A and Party B have, after friendly negotiation, reached consensus regarding the transfer
of land use right of the land specified in Article 2 of this Agreement and hereby agree to
enter into this Agreement.





Section 1. General Provisions



Article 1 According to relevant laws and regulations of the State and relevant provisions of Dalian
Municipality, Party A has entered into two Land Use Right Contract for State-owned Land with the
Land Planning and Construction Bureau of Dalian High-Tech Industrial Zone, Liaoning Province dated
September 26, 2000 and November 18, 2003 respectively (hereinafter, the “Land Use Right Transfer
Contract”), and has obtained the land use right for the land





 Land Use Right Transfer Agreement



 









 






TRANSLATION FOR REFERENCE ONLY





parcel with its State-owned Land Use Right Certificate number being Da Guo Yong (2005) No. 05040.
Due to a transfer of the land use right for part of the land, Party A later obtained a newly issued
State-owned Land Use Right Certificate (Da Guo Yong (2006) No. 05048) on June 30, 2006; Party A is
entitled to transfer the land use right for the land parcel under such newly issued State-owned
Land Use Right Certificate (hereinafter, the “Land Parcel”).




Section 2. Acreage, Term and Usage of Land Parcel



Article 2 The acreage of the Land Parcel is 4,510.5 square meters. The acreage has been duly
measured by competent authority and duly accepted (final acceptance) by both Parties. The specific
location of the Land Parcel is set out in Exhibit 1 (Survey Map for Land Registration of
Land Parcel).



Article 3 The remaining term of use of the Land Parcel is from the date on which the State-owned
Land Use Right Certificate (the “Ownership Certificate”) is issued to Party B to September 25,
2050.



Article 4 Party B shall only use the Land Parcel for purpose of use set out in the Ownership
Certificate. In the event that Party B changes the purpose of use within the term of use, Party B
shall obtain approval from the planning and construction authorities and process the approval
procedures pursuant to relevant regulations.




Section 3. Land Premium and Method of Payment



Article 5 Both Parties hereby agree that the purchase price of the land use right of the Land
Parcel is three hundred and seventy six yuan and fifty seven cents (RMB376.57) per square meter,
and the total is one million six hundred and ninety eight thousand five hundred and fifteen yuan
(RMB1,698,515, the “Land Premium”). Party B shall pay the Land Premium in accordance with Articles
6 and 7 of this Agreement.



Article 6 Time and Method of Payment





	6.1	 	Party B shall pay Party A all Land Premium within thirty (30) days after the execution date
of this Agreement or on the date otherwise agreed by both Parties.
	 
	6.2	 	Party B shall pay the Land Premium in RMB.
	 
	6.3	 	If the date of payment is a Saturday, Sunday, or PRC public holiday, such due date shall be
extended to the following day that is not a Saturday, Sunday, or PRC public holiday.




Article 7 If Party B fails to make any payment that should be made to Party A under this Agreement
or any payment that Party B should make to Party A under this Agreement is overdue, Party B shall,
in addition to the payables, pay Party A the overdue interest for the unpaid amount at the
benchmark interest rate of one-year loan announced by the People’s Bank of China,
calculated from the due date to the date on which payment is actually made.



Article 8 If Party B fails to pay Party A the Land Premium and/or interest pursuant to this
Agreement or breaches any terms or conditions hereof, and remains failing to pay such Land Premium
and/or interest or notify Party A in writing of the reason of such breach (such reasons



Land Use Right Transfer Agreement





 









 






TRANSLATION FOR REFERENCE ONLY






shall be acceptable to Party A) within two weeks after Party A delivers to Party B a written
exigent notice, Party A shall be entitled to take all or any of the following actions apart from
requesting Party B to pay interest for the unpaid amount that should have been paid before the
termination of this Agreement pursuant to Article 7 of this Agreement:





	8.1	 	Notifying Party B in writing that Party A will unilaterally terminate this Agreement;
	 
	8.2	 	Reselling or otherwise disposing the land use right of the Land Parcel in manners that Party
A considers proper.




Article 9 Both Parties agree that the conditions to apply for Land Use Right Certificate are:





	9.1	 	Party A receives the Land Premium in full as provided in Article 5 pursuant to Articles 5, 6
and 7.
	 
	9.2	 	Party B has not breached any provisions under the Memorandum.





Section 4. Matters in Relation to Transfer and Registration



Article 10 Subject to Section 3 hereof and Article 21 hereunder, Party A agrees to transfer to
Party B and Party B agrees to purchase the land use right of the Land Parcel. Upon Party A’s
receipt of the Land Premium and interest incurred from such Land Premium under this Agreement
payable by Party B, Party A shall transfer the land use right of such Land Parcel and assist Party
B in the application of the Ownership Certificate with the Land Bureau. The land use right of such
Land Parcel shall be deemed to be transferred to Party B on the date of issuance of such new
Ownership Certificate.



Article 11 Party B confirms that it is fully aware of the location, status, condition, passage,
legal ownership, physical status and other relevant circumstances of the Land Parcel at the time of
execution of this Agreement. Party B hereby confirms that it will not raise any claims against
Party A due to the legal defects or physical defects (if any) of the Land Parcel or require a
reduction in the Land Premium or cancel or terminate the transfer arrangement of the land use right
of the Land Parcel under this Agreement.



Article 12 In the process of performing this Agreement, the Parties shall bear all taxes and
expenses according to the State provisions and relevant regulations of Dalian Municipality; if such
regulations have not specified the paying party, then the Parties shall each bear 50% of the taxes
and expenses. Party B shall bear all taxes and expenses related to the Land Parcel from the date on
which the Ownership Certificate is issued.




Section 5. Conditions of Land



Article 13 Party B has inspected the Land Parcel prior to the signing of this Agreement and
confirms that it is fully aware of and satisfied with the location, status, condition, passage,
legal ownership, physical status and wears and all other relevant circumstances of the Land Parcel.





Land Use Right Transfer Agreement





 









 





TRANSLATION FOR REFERENCE ONLY






Party B hereby confirms that it will not raise any claims against Party A due to any issues of the
Land Parcel affecting the normal use of Party B discovered after the transfer or require a
reduction in the Land Premium or cancel or terminate the transfer arrangement of the land use right
of the Land Parcel under this Agreement.



Article 14 Party B shall use the Land Parcel according to the conditions for use of land set forth
in Exhibit 2 and as required by the land administration authorities.




Section 6. Confidentiality



Article 15 Unless the Parties otherwise agree in writing, none of the Parties shall, directly or
indirectly, disclose to a third party or allow other parties to disclose to a third party the
following information: (i) the existence of this Agreement and its contents, or negotiation
conducted in relation to the transaction contemplated under this Agreement, (ii) any articles,
conditions of this Agreement, or any aspects of the transaction contemplated in this Agreement; or
(iii) the performance status of this Agreement; except for (a) disclosure to the adviser, proxy,
shareholder, limited partner, director or management personnel of a Party, (b) disclosure to such
financial agency or bank whose consent or financing is needed for the transaction contemplated
under this Agreement, (c) disclosure to the Parties’ respective shareholders, (d) disclosure
required by judicial, administrative procedures or other compulsory legal requirements; and (e)
disclosure to a Party (or its parent company) or governmental authority, regulatory authority or
stock exchange that has jurisdiction over the transaction contemplated in this Agreement.




Section 7. Dispute Resolution



Article 16 Any dispute or controversy in connection with this Agreement shall be submitted to China
International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration conducted in
Beijing in accordance with the arbitration rules effective as of the submission of the dispute. The
arbitration tribunal shall consist of three (3) arbitrators who are familiar with applicable
corporate and commercial legal affairs, among whom one (1) arbitrator shall be appointed by Party
A, one (1) arbitrator shall be appointed by Party B and one (1) arbitrator shall be appointed by
the chairman of the commission jointly as entrusted by Party A and Party B pursuant to applicable
CIETAC rules. The arbitration award shall be final and binding upon both Parties.




Section 8. Effectiveness of Contract



Article 17 This Agreement shall come into effect upon execution by Party A and Party B.



Article 18 Both Parties confirm that the conclusion and performance of this Agreement are in
accordance with the Memorandum. Party B hereby confirms that it is fully aware of and fully
understands the content of the Memorandum, and agrees that, if any Party is in breach of the
Memorandum, the non-breaching Party may immediately request for suspension or early termination of
the transfer arrangement of land use right of the Land Parcel under this Agreement.



Land Use Right Transfer Agreement





 









 






TRANSLATION FOR REFERENCE ONLY





Article 19 Unless otherwise provided by this Agreement, this Agreement shall be terminated
according to the following provisions under any of the following circumstances:





	(1)	 	A written agreement has been reached by both Parties to terminate this Agreement;
	 
	(2)	 	A material breach of any covenants, agreements, articles or conditions of this Agreement by
any of the Parties has occurred, and such breach has continued for thirty (30) days after the
other Party has issued a written notice and fails to be corrected within such period. The
non-breaching Party may terminate this Agreement under such circumstance;
	 
	(3)	 	If the occurrence of force majeure events results in the failure of any Party to perform its
responsibility or obligation under this Agreement for over thirty (30) days, either of the
Parties is entitled to terminate this Agreement;
	 
	(4)	 	If, by the end of March 31, 2008, any of the transactions contemplated under the Memorandum,
including the transfer arrangement of land use right under this Agreement, has not been
completed, then this Agreement will be automatically terminated, unless (i) both Parties of
this Agreement have otherwise reached a consensus in writing, (ii) it is otherwise explicitly
provided in the Memorandum, or (iii) the parties of the Memorandum agree in writing to
continue the transfer arrangement of land use right under this Agreement. If this Agreement is
terminated according to the foregoing, the Parties agree to take all necessary actions to
cancel and revoke all completed or in-process transactions.




Article 20 Upon termination of this Agreement, none of the Parties shall bear any further
obligations to the other Party under this Agreement, but subject to Article 19 hereof and the
followings:





	(1)	 	The termination shall not relieve any Party from any liability for breach;
	 
	(2)	 	The termination shall not relieve the obligation to be performed after the termination of
this Agreement pursuant to such article;
	 
	(3)	 	The termination shall not relieve any Party from any obligation or liability occurred prior
to or in connection with such termination.





Section 9. Miscellaneous



Article 21 This Agreement is executed in five (5) counterparts and each Party shall hold two (2)
copies. One (1) copy shall be delivered to the Land Bureau. For the purpose of completing relevant
registration procedures regarding the transfer of land use right of the Land Parcel under this
Agreement, the Parties may prepare other additional original copies.



Article 22 The Parties may enter into any supplementary agreements with respect to any matters not
specified in this Agreement, provided that they do not contradict the Memorandum, this Agreement or
any PRC laws and regulations. The supplementary agreements and appendixes of this Agreement
constitute part of this Agreement and are equally binding as this Agreement.



Article 23 The obligation under this Agreement shall remain effective after closing except for
those already performed or otherwise provided in this Agreement.



Article 24 None of the Parties shall transfer or attempt to transfer any of its rights or



Land Use Right Transfer Agreement




 









 





TRANSLATION FOR REFERENCE ONLY





obligations under this Agreement without prior consent form the other Party; however, after
notifying Party A accordingly, Party B is entitled to transfer any of its rights under this
Agreement to a third party designated by it. Under such circumstance, Party A agrees to directly
register the land use right of the Land Parcel under the name of such third party designated by
Party B.



Article 25 If any provision of this Agreement is invalid, illegal or unenforceable, other
provisions in this Agreement shall nevertheless remain in force.



Article 26 This Agreement and the Memorandum have constituted an entire agreement between both
Parties regarding the transfer of the Land Parcel ownership. Any intention, understanding
previously expressed and any negotiation, statement, warranty, undertaking or covenants previously
made (whether explicit or implied, written or oral) by a Party or its proxy to another Party or its
proxy for the purpose of this transaction shall be replaced by this Agreement and Memorandum.




(Signature page to follow)




Land Use Right Transfer Agreement




 









 






TRANSLATION FOR REFERENCE ONLY






[Signature page]



IN WITNESS WHEREOF, the following Parties have caused this Land Use Right Transfer Agreement to be
executed as of the date first written above by their respective duly authorized officers.






	 	 	 	 	 
	Dalian Haihui Sci-Tech Co., Ltd.





[COMPANY SEAL]

 	 	 
	Signature:  	/s/  Jiuchang Wang
 	 	 
	 	Name:  	Jiuchang Wang 
 	 	 
	 	Title:  	Authorized Representative 	 	 
	 



	 	 	 	 	 
	Dalian Borui Information and Technology Co., Ltd.





[COMPANY SEAL]

 	 	 
	Signature:  	/s/ Yuanming Li
 	 	 
	 	Name:  	Yuanming Li 
 	 	 
	 	Title:  	Legal Representative 	 	 
	 



					
	 	 	 	 	 
	Land Use Right Transfer Agreement
	 	Signature Page
	 	 






 









 





TRANSLATION FOR REFERENCE ONLY





Exhibit 1




Survey Map for Land Registration of Land Parcel



Da Guo Yong (2006) No. 05048



	 	 	 	 	 	 	 	 	 
	Land User	 	Dalian Haihui Sci-Tech Co., Ltd.
	 
	 	 	 	 	 	 	 	 
	Location	 	35 Lixian Street, High-Tech Industrial Zone, Dalian Municipality
	 
	 	 	 	 	 	 	 	 
	Land No.
	 	1806110-2	 	Map No.	 	 	 	2-31-2-1
	 
	 	 	 	 	 	 	 	 
	Type of Land (Usage)
	 	Industrial land	 	Price	 	 	 	N/A
	 
	 	 	 	 	 	 	 	 
	Type of Land Use
Right
	 	Transfer	 	End of Term	 	 	 	September 25, 2050
	 
	 	 	 	 	 	 	 	 
	Acreage of Land Use
Right
	 	4510.5m2	 	Among Which	 	Acreage for Use	 	4510.5m2
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Shared Acreage	 	N/A





According to laws and regulations including the PRC Constitution,
PRC Land Administration Law and PRC Urban Real Estate Administration
Law and for the purpose of protecting the legitimate interest of the land user,
this certificate is issued and the registration is approved upon examination
and verification on the rights over the land described in this certificate
as applied for registration by the land user.




People’s Government of Dalian Municipality

[Government Seal]

June 30, 2006









No. 007240477




					
	 	 	 	 	 
	Land Use Right Transfer Agreement
	 	Exhibit 1
	 	 






 









 






TRANSLATION FOR REFERENCE ONLY





Exhibit 2




Conditions for Use of Land

(Land Parcel Projects)



1. Boundary Point



1.1 User shall properly maintain the boundary point and shall not change or move such boundary
point without permission. If the boundary point is damaged or moved, Party B shall apply for
measurement and recovery of boundary point by submitting a report in writing to the Land Bureau.




2. Land Use Requirements



2.1 Party B shall comply with the following requirements for building constructions:



(1) The type of main building should be: Software Mansion



(2) Ancillary building:



(3) Building volume rate: 1:0.8



(4) Building density:



(5) Height restriction of Building:



(6) Greenfield
rate : ≥ 35%



(7) Other parameters in relation to planning shall be determined in the approval documents for
planning.



2.2 The buildings on the transferred Land Parcel shall be constructed strictly according to the
requirements hereof and the approved construction planning blueprint. Party B shall submit to the
Land Bureau a set of construction planning blueprint fifteen (15) days prior to the commencement of
construction.




3. Management Requirements of Urban Construction



3.1 Party B shall comply with relevant provisions of the State and Dalian Municipality with respect
to urban construction management aspects related to greenfield, city landscape, sanitation,
environmental protection, fire control safety, transportation management, planning and
construction.



3.2 Party B shall allow all pipes and pipelines laid by the government for public utilities to
enter and exit, pass through or penetrate the greenfield area and other areas of the Land Parcel
transferred to it.



3.3 Party B shall guarantee that the management, public security, fire control and medical
personnel of the government and their emergency equipments and vehicles can smoothly enter such
piece of land while performing emergency tasks or exercising official duties.




					
	 	 	 	 	 
	Land Use Right Transfer Agreement
	 	Exhibit 2
	 	 








 









 






TRANSLATION FOR REFERENCE ONLY





3.4 If any action of Party B on the Land Parcel transferred to it has caused damages to or has
destroyed the neighboring environment or facilities, and such damages have resulted in losses
suffered by the State or individuals, then Party B shall be responsible for indemnifying such
losses.




4. Requirements for Municipal Infrastructure



4.1 With respect to the construction on the Land Parcel transferred to it, Party B shall process
relevant application procedures and pay relevant expenses in relation to water supply, gas supply,
polluted water and other facilities, as well as the interface construction of main pipelines, power
station and substation outside the Land Parcel.



4.2 If any open slots, water channels, electricity cables or other pipeline facilities and
buildings on neighboring lands are damaged due to construction by the land use entity or the
construction entity entrusted by it, such entity shall promptly repair or re-lay such open slots,
water channels, electricity cables or other pipeline facilities and buildings and bear relevant
expenses.



4.3 Party B shall properly maintain and shall not damage any municipal facilities on such Land
Parcel within the land use term, otherwise it should bear all expenses for repair.




					
	 	 	 	 	 
	Land Use Right Transfer Agreement
	 	Exhibit 2