exv10w14






Exhibit 10.14


TRANSLATION FOR REFERENCE ONLY




 






BUILDING PURCHASE AGREEMENT




 






By and Between



Dalian Haihui Sci-Tech Co., Ltd.



and



Dalian Borui Information and Technology Co., Ltd.



January 23, 2008



Building Purchase Agreement







 









 





TRANSLATION FOR REFERENCE ONLY





This Building Purchase Agreement (hereinafter, this “Agreement”) is entered into by and
between the following parties on January 23, 2008:



Seller:
Dalian Haihui Sci-Tech Co., Ltd. (hereinafter,
“Seller”)

Registered Address: 35 Lixian Street, Dalian City, PRC



Purchaser:
Dalian Borui Information and Technology Co., Ltd. (hereinafter,
“Purchaser”)

Registered Address: 35 Lixian Street, Dalian City, PRC



In this Agreement, Seller and Purchaser are collectively referred to as the “Parties”, individually
as a “Party”.



WHEREAS, Seller owns the title of a building located at 35 Lixian Street, High-Tech Industrial
Zone, Dalian City (Building Ownership Certificate Serial Number: Da Fang Quan Zheng Gao Zi No.
20020213) (hereinafter, the “Building”);



WHEREAS, Seller agrees to sell to Purchaser, designated by Mr. Yuanming Li, the entire building
located at 35 Lixian Street, High-Tech Industrial Zone, Dalian City, PRC owns by it, and Purchaser
agrees to purchase such Building pursuant to a Binding Memorandum of Understanding, dated as of
September 30, 2007, entered into by and among Seller, Yuanming Li (the actual controller of
Purchaser), HiSoft Technology (Dalian) Co., Ltd. (hereinafter, the “WFOE”) and HiSoft Technology
International Limited (the “Memorandum”).



THEREFORE, in accordance with the provisions under PRC Contract Law, PRC Urban Real Estate
Administration Law and other relevant laws and regulations, and on the basis of equality,
voluntariness, impartiality and mutual agreement, Seller and Purchaser have agreed as follows on
the purchase of the Building:




1. General Status of Building





	1.1	 	The address of the Building to be sold by Seller is: 35 Lixian Street, High-Tech
Industrial Zone, Dalian City. The building in which such Building is located has five
(5) floors (five (5) floors above ground) and the total building area of such Building
is 4387.32 square meters.
	 
	1.2	 	The planned usage of such Building is: office building.





2. Ownership of Building





	2.1	 	The Building Ownership Certificate Serial No. of such Building is: Da Fang Quan Zheng Gao
Zi No. 20020213 and the issuing entity is: Real Estate Bureau of Dalian High-Tech
Industrial Zone.
	 
	2.2	 	Land Use Status





Building Purchase Agreement




 









 






TRANSLATION FOR REFERENCE ONLY



The State-owned land use right occupied by such Building is obtained by way of land grant. The Land
Use Certificate serial No. is: Da Guo Yong (2006) No. 05048 and the issuing entity is: State-owned
Land Resources and Real Estate Bureau of Dalian City.



For the purpose of the transfer of ownership of the Building under this Agreement, the Parties
entered into a Land Use Right Transfer Agreement (hereinafter, the “Land Use Right Transfer
Agreement”) on the date hereof, which specifies the transfer of the land use right (with respect to
the land to which the Building is attached) from Seller to Purchaser.




3. Purchase Price





	3.1	 	The Parties agree that the purchase price of the Building is calculated at two thousand and
thirty three yuan and seventy eight cents per square meter (RMB2,033.78/square meter), and the
total purchase price is eight million nine hundred and twenty two thousand eight hundred and
twenty six yuan (RMB8,922,826) (hereinafter, the “Purchase Price”).
	 
	3.2	 	The building area of the Building shall be determined according to the building area
specified on the Building Ownership Certificate. If the actual area is not consistent with the
area specified on the Building Ownership Certificate, the building area specified on the
Building Ownership Certificate shall prevail.





4. Payment of Purchase Price



Purchaser shall pay Seller the Purchase Price in full within thirty (30) days after the signing
date of this Agreement or on a date otherwise agreed to by the Parties. Purchaser shall fully pay
the Purchase Price of the Building to an account designated by Seller. The Parties agree that
Purchaser will entrust the WFOE to pay such Purchase Price to Seller.




5. Ownership of Building and Specific Circumstance





	5.1	 	Prior to the signing of this Agreement, Seller has shown Purchaser the Building Ownership
Certificate and other relevant certificates and certification documents. Seller is entitled to
transfer the Building under this Agreement.
	 
	5.2	 	All heat supply, water, electricity and telecommunication expenses occurred prior to the
Closing Date of the Building shall be borne by Seller and expenses occurred after the Closing
Date (inclusive) shall be borne by Purchaser.





6. Transfer of Ownership and Closing Date





	6.1	 	Within five (5) working days after (1) the date on which Purchaser fully pays the Purchase
Price into the account designated by Seller, or (2) the date on which both Purchaser and
Seller have obtained documents required for the registration of ownership (whichever occurs
later), the Parties shall together proceed to register the transfer of the Building





Building Purchase Agreement




 









 





TRANSLATION FOR REFERENCE ONLY




	 	 	Ownership Certificate of Building at the registration authority for real estate ownership
transaction, and pay all taxes required for the registration of the Building Ownership
Certificate pursuant to this Agreement.






	6.2	 	The Parties shall actively cooperate with each other in the process of registering of the
transfer of the Building Ownership Certificate of the Building in order to complete the
registration of transfer and obtain the new Building Ownership Certificate as soon as
possible.
	 
	6.3	 	The transfer of the Building under this Agreement shall be completed upon fulfillment of the
followings (hereinafter, the “Closing”): (1) the Building has been registered under the name
of Purchaser and a Building Ownership Certificate is issued in the name of Purchaser; (2)
Purchaser has not breached any provisions under the Memorandum; (3) Purchaser has not breached
any provisions under this Agreement and the Land Use Right Transfer Agreement. The date on
which the Closing occurs is the “Closing Date”.
	 
	6.4	 	In the event that the transfer of the Building is terminated under certain termination
condition before the registration of the transfer of the Building is completed, the Parties
shall together proceed to revoke or terminate the application procedures for the registration
of the transfer of the Building.
	 
	6.5	 	The registration of the transfer of the land use right certificate corresponding to the
Building shall be processed by Purchaser after the completion of registration of the transfer
of the Building pursuant to the Land Use Right Transfer Agreement.





7. Delivery of Building





	7.1	 	Seller shall deliver the Building together with its existing decorations to Purchaser on the
Closing Date.
	 
	7.2	 	Purchaser hereby confirms that it has conducted inspection on the Building prior to the
signing of this Agreement and has fully accepted its current status of usage, physical
condition, status, decoration, building structure and ancillary facilities. Purchaser hereby
confirms that it will not raise any claims against Seller or propose to reduce the Purchase
Price or cancel or terminate the Building transfer arrangement under this Agreement due to the
legal defects or physical defects (if any) of the Building.
	 
	7.3	 	On the Closing Date, Seller shall deliver the Building along with all of its existing
decorations to Purchaser; the delivery shall be consistent with the principles of reasonable
use and normal wear from the signing date of this Agreement to the Closing Date. On the last
working day prior to the Closing Date, Purchaser shall confirm the inspection and acceptance
for delivery with respect to the Building and shall jointly sign the acceptance and handover
document with Seller, the form and substance of which shall be satisfactory to Seller. If
Purchaser does not confirm the inspection and acceptance with respect to the





Building Purchase Agreement




 









 




TRANSLATION FOR REFERENCE ONLY





	 	 	Building and its decorations on the Closing Date or jointly sign the acceptance and handover
document with Seller, the Building shall be deemed to have been actually delivered for the
occupation of Purchaser and fully accepted by Purchaser.






	7.4	 	The following procedures shall be performed upon delivery of the Building:






	 	(1)	 	Seller and Purchaser shall together conduct the inspection and acceptance check on the
Building and record the reading on the water, electricity and gas meters;
	 
	 	(2)	 	Deliver the key of such Building.






	7.5	 	All risk obligations with respect to the Building shall be shifted from Seller to Purchaser
as from the Closing Date.





8. Breach Liability



If Seller and Purchaser fail to perform other obligations respectively pursuant to the provisions
of this Agreement, including without limitation (i) the registration of the transfer of the
ownership, the Closing and delivery of the Building, and (ii) the payment of relevant taxes in
accordance with laws, regulations and this Agreement, the non-breaching Party is entitled to
request the breaching Party to indemnify the losses incurred from such breach. For the avoidance of
doubt, the maximum amount of indemnification of a Party to the other Party shall be twenty percent
(20%) of the total Purchase Price in the circumstances of breach provided under the foregoing
sentence.




9. Provisions in Relation to Taxes and Expenses





	9.1	 	In the process of performing this Agreement, all payable taxes of each Party in relation to
the transfer of the Building under this Agreement shall be borne by such Party respectively
according to the State and relevant regulations of Dalian City. In the event of failure or
delay to register the transfer of the Building Ownership Certificate of the Building due to
the failure of a Party to fully pay relevant taxes, then such breaching Party shall assume
corresponding obligations pursuant to relevant provisions of this Agreement.
	 
	9.2	 	With respect to taxes not specified in this Agreement or new taxes arising in the process of
performing this Agreement due to policy reasons, such taxes shall be borne by the Party with
the payment obligation as specified by the policy; if the policy has not specified the Party
with payment obligation, then each Parties shall each bear 50% of the taxes.





10. Termination or Rescission





	10.1	 	Both Parties confirm that the signing and performance of this Agreement are in accordance
with the Memorandum. Each Party hereby confirms that it is fully aware of and fully
understands the content of the Memorandum, and agrees that the non-breaching Party may
immediately request for the suspension or early termination of the Building transfer
arrangement under this Agreement if there occurs any breach of the Memorandum
in any 





Building Purchase Agreement




 









 





TRANSLATION FOR REFERENCE ONLY




	 	 	aspect.






	10.2	 	Unless otherwise provided by this Agreement, this Agreement shall be terminated or rescinded
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)	 	Any Party has a material breach of any covenants, agreements, articles or conditions of
this Agreement, which lasts for fifteen (15) days after the other Party has issued a
written notice, and fails to be rectify the breach 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,
any of the Parties is entitled to terminate this Agreement;
	 
	 	(4)	 	If, as of March 31, 2008, any of the transactions contemplated under the Memorandum,
including the Building transfer arrangement under this Agreement has not been completed,
then this Agreement will be automatically rescinded unless (i) both Parties to this
Agreement have otherwise entered into a unanimous agreement in writing, (ii) it is
otherwise explicitly provided in the Memorandum, or (iii) the Parties of the Memorandum
agree in writing to continue the Building transfer arrangement 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 ongoing transactions.






	10.3	 	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 10.2 thereof and the followings:






	 	(1)	 	The termination shall not relieve any Party from any breach liability;
	 
	 	(2)	 	The termination shall not relieve the obligation to be carried out 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.





11. Confidentiality



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 required 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
the governmental authority, regulatory authority or stock




 Building Purchase Agreement





 









 






TRANSLATION FOR REFERENCE ONLY




exchange that has jurisdiction over a Party (or its parent company) or the transaction contemplated
in this Agreement.




12. Force Majeure





	12.1	 	With respect to the delay in or impossibility of the performance of any obligations of a
Party under this Agreement due to a force majeure event, such Party shall not be deemed to
have breached this Agreement or assume liabilities for any loss or damage. A force majeure
event means an event that is unforeseeable to, and impossible to be reasonably controlled by,
the Party affected, and will hinder or restrain the due performance of this Agreement directly
or indirectly, including without limitations:






	 	(1)	 	war or hostile action; and/or
	 
	 	(2)	 	earthquake, flood, typhoon, fire or other natural disasters.






	12.2	 	If any force majeure event occurs, the Party affected shall notify the other Party in writing
within fifteen (15) days and shall use its reasonable efforts to resume the performance of the
Agreement as soon as possible after the force majeure event ceases. If the force majeure event
ceases, the period of performance of the Party affected shall be extended for a period
equivalent to the time lost due to the delay of performance. Such loss of time shall,
depending on the situation, be made up by speeding up the performance.
	 
	12.3	 	The Parties’ respective obligations under this Agreement shall be suspended during the
existence of any of the foregoing events. None of the Parties shall raise any claims against
the other Party with respect to any damage, indemnification and whatsoever loss arising out of
or attributed to, directly or indirectly, the foregoing events.





13. Notices





	13.1	 	Notices to Purchaser and Seller shall be delivered to the following addresses respectively by
facsimile, in person or by mail:





	 	 	 

	If to
Seller

	 	 
	To:
	 	Dalian Haihui Sci-Tech Co., Ltd.
	To be handed over by:
	 	HiSoft Technology (Dalian) Co., Ltd.
	Recipient:
	 	Wei Zhang
	Postal address:
	 	35 Lixian Street, High-Tech Industrial Zone, Dalian City, PRC 116023
	Facsimile:
	 	0411-84791350
	 
	 	 
	If to Purchaser
	 	 
	 
	 	 
	To:
	 	Dalian Borui Information and Technology Co., Ltd.





 Building Purchase Agreement




 









 




TRANSLATION FOR REFERENCE ONLY





	 	 	 

	Recipient:
	 	Yuanming Li
	Postal address:
	 	35 Lixian Street, High-Tech Industrial Zone, Dalian City, PRC 116023
	Facsimile:
	 	0411-84792822







	13.2	 	If any Party intends to change the postal address thereof, such Party shall inform the other
Party of the new postal address in fifteen (15) days prior to such change.
	 
	13.3	 	If the notices or other communications thereof are sent by facsimile, they shall be deemed
delivered upon sending if sent by facsimile, upon delivery if personally delivered, and three
(3) days after mailing if sent by mail.





14. Dispute Resolution



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




15. Miscellaneous





	15.1	 	This Agreement shall come into effect upon signing by both Parties.
	 
	15.2	 	This Agreement is signed in five (5) counterparts and each Party shall hold two (2) copies.
One (1) copy shall be delivered to the registration authority for real estate ownership
transaction. For the purpose of completing relevant registration procedures regarding the
transfer of the Building under this Agreement, the Parties may prepare original copies in
addition to the aforesaid originals.
	 
	15.3	 	The Parties may enter into any supplementary agreement with respect to any matters not
specified in this Agreement, provided that it does 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.
	 
	15.4	 	None of the Parties shall transfer or attempt to transfer any of its rights or obligations
under this Agreement without prior consent from the other Party; however, Purchaser is
entitled to transfer any of its rights under this Agreement to a third party designated by it.
Under such circumstance, Seller agrees to directly register the Building under the name of the
third party designated by Purchaser.





Building Purchase Agreement




 









 





TRANSLATION FOR REFERENCE ONLY




	15.5	 	If any provision of this Agreement is invalid, illegal or unenforceable, other provisions in
this Agreement shall nevertheless remain in force.
	 
	15.6	 	This Agreement and the Memorandum have constituted the entire agreement between both Parties
regarding the transfer of the Building. Any intention, understanding previously expressed and
any negotiation, statement, warranty, undertaking or covenant previously made (whether
explicit or implied, in writing 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 the Memorandum.
	 
	15.7	 	The failure of any Party to request the other Party to perform any provisions under this
Agreement at any time will not affect its right to request the other Party to perform such
provision at any time thereafter. The failure of any Party to claim against the other Party’s
breach of any provisions under this Agreement does not constitute a waiver of its rights to
claim against the other Party with respect to the breach of such provisions or other
provisions.
	 
	15.8	 	Any rights, powers and remedies granted to the Parties by any provisions in this Agreement
shall not preclude the of the Parties from any other rights, powers and remedies pursuant to
laws and regulations and other provisions under this Agreement, and the exercise of its
rights, powers and remedies by a Party shall not preclude the exercise of the other rights,
powers and remedies enjoyed by such Party.





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Building Purchase Agreement





 









 






TRANSLATION FOR REFERENCE ONLY





[Execution Page]



IN WITNESS WHEREOF, the following Parties have caused this Building Purchase Agreement to be signed
as of the date first written above by their respective representatives thereunto duly authorized.




	 	 	 	 	 
	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 	 	 
	 


Building Purchase Agreement