exv10w8








Exhibit
10.8




TRANSLATION FOR REFERENCE ONLY




BINDING MEMORANDUM OF UNDERSTANDING



This binding memorandum of understanding (hereinafter, this “Memorandum”), dated as of September
30, 2007, is entered into and delivered by and among the following parties:



Yuanming Li, a PRC citizen with his ID Card No. being 21021119560326581x;



Dalian Haihui Sci-Tech Co., Ltd., a company limited by shares incorporated under the PRC laws with
the registered address of 35 Lixian Street, Dalian, PRC (hereinafter, “Haihui Dalian”);



HiSoft Technology International Limited, a company incorporated under the laws of the Cayman
Islands with the registered address of Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman
KY1-1111, Cayman Islands (hereinafter, “HiSoft International”);



HiSoft Technology (Dalian) Co., Ltd., a company incorporated under the PRC laws with the registered
address of 33 Lixian Street, High-Tech Industrial Zone, Dalian, PRC (hereinafter, the “WFOE”).



In this Memorandum, Yuanming Li, Haihui Dalian, HiSoft International and the WFOE are referred to
individually as a “Party”, collectively as the “Parties”.




IN WITNESS WHEREOF



WHEREAS, Yuanming Li is one of the registered shareholders of Haihui Dalian, holding 96% of Haihui
Dalian’s share capital, as of the signing date of this Memorandum. The share capital structure of
Haihui Dalian and the status of its subsidiary affiliated enterprises are set forth in Appendix
1;



WHEREAS, Haihui Dalian promoted and operates Dalian Haihui Software Training Center (hereinafter,
the “Training Center”) solely, and holds 40% of shares in JBDK Company Limited (hereinafter,
“JBDK”);



WHEREAS, Haihui Dalian has reached an agreement with Yuanming Li to change the promoter of the
Training Center to a third party controlled by Yuanming Li and ratified by HiSoft International
(hereinafter, the “Proposed Onshore Change”), who is to continue promoting and operating the
Training Center (hereinafter, the “Subsequent Onshore Operation”);



WHEREAS, it is proposed by the Parties that Haihui Dalian transfers its all shares in JBDK to such
third party controlled by Yuanming Li and ratified by Haihui Dalian and HiSoft International in
writing at the same time of processing the Proposed Onshore Change (hereinafter, the “Proposed
Offshore Change”, together with the Proposed Onshore Change as the “Proposed Change”);



WHEREAS, it is proposed by the Parties that Yuanming Li shall cause all shareholders of Haihui
Dalian to transfer all shares they hold in Haihui Dalian to the two transferees designated by the






1









 








TRANSLATION FOR REFERENCE ONLY



WFOE prior to the completion of the Proposed Change (hereinafter, the “Proposed Onshore Share
Transfer”) and Yuanming Li agrees that, prior to the completion of the Proposed Change, he will
resign from his position as a director of and all other positions at the WFOE, Haihui Dalian,
HiSoft International, DMK International Inc. (hereinafter, the “US Subsidiary”) and Haihui Sci-Tech
Japan Co., Ltd. (hereinafter, the “Japan Subsidiary”), and will no longer take the position of the
legal representative of Haihui Dalian and the WFOE and the chairman of the board of HiSoft
International.



Through friendly negotiation among all the Parties, the Parties agree to sign this Memorandum in
witness of common intention of all the Parties to complete the Proposed Change and facilitate the
smooth progress of the Subsequent Onshore Operation.





	1.	 	Purpose and Legal Effect of this Memorandum
	 
	(a)	 	This Memorandum summarizes the key terms regarding the Proposed Change, the Proposed Onshore
Share Transfer and the Subsequent Onshore Operation as discussed and agreed upon by the
Parties under this Memorandum (collectively, hereinafter, the “Proposed Transaction”), and
sets forth the framework arrangement on the negotiation, signing and delivery of the
Definitive Agreements (as defined below) among relevant parties.
	 
	(b)	 	The Parties confirm and agree respectively that: (i) HiSoft International and the WFOE have
completed preliminary legal, commercial, tax and financial evaluation with respect to the
Proposed Transaction; (ii) the structure and applicable terms of the Proposed Transaction will
be determined in the Onshore Share Transfer Agreement (as defined below), the Offshore Share
Transfer Agreement (as defined below), the Vehicle Purchase Agreement (as defined below), the
Building Purchase Agreement (as defined below), the Trademark License Agreement (as defined
below), the Loan Agreement (as defined below), the Pledge Agreement (as defined below), the
Escrow Agreement (as defined below), the Advisor Engagement Agreement (as defined below) and
other binding definitive written agreements regarding the Proposed Transaction (hereinafter,
the “Definitive Agreements”); (iii) the Definitive Agreements shall, according to the
principle and key terms of this Memorandum, further provide for the details of the relevant
transactions; and (iv) should there be any discrepancy between the terms and conditions in the
Definitive Agreements agreed upon by all the Parties and those in this Memorandum, the terms
and conditions in the Definitive Agreements shall prevail.
	 
	(c)	 	The Parties hereby confirm that this Memorandum shall be binding on all the Parties upon
signing.
	 
	(d)	 	Unless otherwise provided in this Memorandum or the Definitive Agreements, each Party shall
bear and pay its own costs and expenses arising from the implementation of the Proposed
Transaction, and the negotiation, signing and delivery of the Definitive Agreements.
	 
	2.	 	Proposed Onshore Share Transfer




2









 











TRANSLATION FOR REFERENCE ONLY



Yuanming Li shall, and shall cause the other shareholders of Haihui Dalian to, enter into a share
transfer agreement with respect to the Proposed Onshore Share Transfer (hereinafter, the “Onshore
Share Transfer Agreement”) with the two or more transferees designated by the WFOE (collectively,
hereinafter, the “WFOE Designated Parties”) within fourteen (14) days after the signing of this
Memorandum. The form and substance of such Onshore Share Transfer Agreement shall be satisfactory
to the WFOE and HiSoft International, and shall include the following terms:





	(a)	 	Yuanming Li shall cause Haihui Dalian to complete all necessary internal authorization in
relation to the Proposed Onshore Share Transfer, including without limitation adopting
necessary resolutions of the shareholders’ general meeting and amendment to the articles of
association, within fourteen (14) days after the signing of this Memorandum;
	 
	(b)	 	Yuanming Li shall complete the closing of the Proposed Onshore Share Transfer before the
21st day after the signing of this Memorandum or the completion of the Proposed
Onshore Change (whichever is later), and shall guarantee that all the registered shareholders
of Haihui Dalian will become the WFOE Designated Parties through the amendment registration
with the administration for industry and commerce; and
	 
	(c)	 	The total amount of consideration for the share transfer to be paid by the WFOE Designated
Parties under the Onshore Share Transfer Agreement is RMB1.
	 
	3.	 	Offshore Share Transfer




Haihui Dalian shall enter into a share transfer agreement with a third party designated by Yuanming
Li in relation to the Proposed Offshore Share Transfer (hereinafter, the “Offshore Share Transfer
Agreement”) within fourteen (14) days after the signing of this Memorandum. The form and substance
of such Offshore Share Transfer Agreement shall be satisfactory to Haihui Dalian and HiSoft
International, and shall include the following terms:





	(a)	 	Yuanming Li shall cause Haihui Dalian and JBDK to complete all necessary internal
authorization in relation to the Proposed Offshore Change, including without limitation
adopting necessary resolutions of the shareholders’ general meeting or shareholders’ meeting
and obtaining consent from the other shareholders of JBDK, within fourteen (14) days after the
signing of this Memorandum;
	 
	(b)	 	Yuanming Li shall complete the closing of the Proposed Offshore Change before the
21st day after the signing of this Memorandum or the completion of the Proposed
Onshore Change (whichever is later), and shall guarantee that the third party designated by
him will become a shareholder of JBDK according to the laws of Japan, holding 40% of shares in
JBDK; notwithstanding the foregoing provision, in case of failure to complete the Proposed
Offshore Change within the time period provided in this article solely due to (i) any
disagreement of the other shareholders of JBDK on the Proposed Offshore Change which is
sufficient to restrain the completion of the Proposed Offshore Change according to the laws of
Japan; or (ii) failure of
the third party designated by Haihui Dalian and Yuanming Li to obtain necessary approval from




3









 







TRANSLATION FOR REFERENCE ONLY





	 	 	the PRC governmental authorities with respect to the Proposed Offshore Change, then Haihui
Dalian agrees to continue to hold the 40% of shares in JBDK for the benefit of Yuanming Li and
to exercise the voting power as a shareholder of JBDK at Yuanming Li’s instructions, and to
transfer to the third party designated by Yuanming Li for nil consideration the dividends (if
any) obtained as a shareholder of JBDK until the Proposed Offshore Change is completed;






	(c)	 	the total amount of consideration for the share transfer to be paid by the third party
designated by Yuanming Li under the Offshore Share Transfer Agreement is USD1;
	 
	(d)	 	Yuanming Li undertakes that, if JBDK is to outsource its software business to any local
company in the PRC, he shall use his best efforts to cause JBDK to engage the WFOE or other
Affiliates controlled by HiSoft International to provide such outsourcing services; and
	 
	(e)	 	HiSoft International and the WFOE shall maintain the arrangement of seconding their employees
to work at JBDK (as of the signing date of this Memorandum) until December 31, 2008, in order
to maintain their good business cooperation relationship with JBDK.




HiSoft International and the WFOE agree to use their best efforts to assist the third party
designated by Yuanming Li in obtaining the consent from the other shareholders of JBDK to the
Proposed Offshore Change, and to complete the Proposed Offshore Change.





	4.	 	Proposed Onshore Change and Subsequent Onshore Operation
	 
	(a)	 	HiSoft International agrees that Haihui Dalian will, within forty (40) days after the signing
of this Memorandum, apply for and complete all governmental procedures (including without
limitation the approval on the Proposed Onshore Change by the Education Bureau of Dalian and
the filing with the Proposed Onshore Change at the Civil Affairs Bureau of Dalian), and change
the promoter of the Training Center into a third party controlled by Yuanming Li and ratified
by HiSoft International (hereinafter, the “Designated Third Party”), and provide HiSoft
International with supporting materials which are satisfactory to HiSoft International. As
consideration, Yuanming Li shall cause the Designated Third Party to pay RMB812,346
(hereinafter, the “Onshore Change Consideration”) to Haihui Dalian. For the avoidance of
doubt, HiSoft International shall ratify such Designated Third Party if Yuanming Li provides
reasonable written materials evidencing that the Designated Third Party is a local company
controlled by him and validly existing under the laws of the PRC.
	 
	(b)	 	In order to complete the Proposed Change smoothly, Haihui Dalian shall complete all necessary
internal authorization procedures immediately after the signing of this Memorandum, and shall
engage an accounting firm recognized by all the Parties to issue a financial liquidation
report, the substance and form of which shall be satisfactory to all the Parties.
	 
	(c)	 	Provided that other provisions under this Memorandum are duly performed, and if requested by
the Designated Third Party and the Training Center, Haihui Dalian shall enter into a trademark
license agreement with the Designated Third Party and the Training Center (hereinafter, the




4









 








TRANSLATION FOR REFERENCE ONLY



	 	 	“Trademark License Agreement”), granting a non-exclusive license to the Designated Third Party
and the Training Center to use  (Haihui) trademark in the business currently conducted by
the Training Center, which is computer profession related knowledge and operation application
training, , and on other business areas as otherwise agreed in writing by all the Parties at
the time of licensing.






	(d)	 	Provided that other provisions under this Memorandum are duly performed, Haihui Dalian shall
enter into a building purchase agreement with the Designated Third Party (hereinafter, the
“Building Purchase Agreement”), whereby the Designated Third Party shall purchase a building
owned by Haihui Dalian and located at 35 Lixian Street, High-Tech Industrial Zone, Dalian, PRC
(building ownership certificate number: Da Fang Quan Zheng Gao Zi No. 20020213) at the price
of RMB10,621,341. The Parties understand that at the time of the signing of this Memorandum,
Yuanming Li, on behalf of the Designated Third Party, is arranging the renovation and
decoration of the aforesaid transferred building by other parties, and the expenses, costs and
liabilities in relation to such renovation and decoration shall be borne by Yuanming Li.
	 
	(e)	 	Provided that other provisions under this Memorandum are duly performed, Haihui Dalian shall
enter into a vehicle purchase agreement with the Designated Third Party (hereinafter, the
“Vehicle Purchase Agreement”), pursuant to which the Designated Third Party shall purchase an
Audi A-6 vehicle (vehicle license plate: Liao B-CK006; model: WAUZZZ4B53N) owned by Haihui
Dalian at the price of RMB242,928.
	 
	(f)	 	The Parties agree that the Designated Third Party may start various internal authorization
procedures and preparation procedures regarding application materials to be submitted to
relevant governmental authorities in relation to (1) the Proposed Onshore Change, (2) the
purchase of the building under the Building Purchase Agreement, and (3) the purchase of the
vehicle under the Vehicle Purchase Agreement after all the Definitive Agreements, including
without limitation the Building Purchase Agreement and the Vehicle Purchase Agreement, are
duly signed. However, in any event the completion of the Proposed Onshore Change by Haihui
Dalian in accordance with the foregoing provisions shall be subject to the fulfillment of the
following conditions:






	 	(i)	 	all the shareholders of Haihui Dalian have duly signed the Onshore Share Transfer
Agreement with the WFOE Designated Parties in accordance with this Memorandum and have
not breached such agreement, and the WFOE Designated Parties have become all the
shareholders of Haihui Dalian through amendment registration with the administration for
industry and commerce;
	 
	 	(ii)	 	Haihui Dalian has duly signed the Offshore Share Transfer Agreement with the third
party designated by Yuanming Li in accordance with this Memorandum, and such designated
third party has become a shareholder of JBDK in accordance with the laws
of Japan, holding 40% of shares in JBDK;




5









 






TRANSLATION FOR REFERENCE ONLY



	 	(iii)	 	Yuanming Li has duly signed the resignation letters to resign from his position as
a director of Haihui Dalian, the WFOE, HiSoft International, the US Subsidiary, the Japan
Subsidiary and all other positions (if applicable) at HiSoft International and its
Affiliates, as well as his position as chairman of the board of HiSoft International, and
the WFOE, Haihui Dalian, HiSoft International, the US Subsidiary, the Japan Subsidiary
and other Affiliates of HiSoft International (if applicable) have adopted all necessary
board resolutions and resolutions of the shareholders’ meeting with respect to the above
resignation;
	 
	 	(iv)	 	Haihui Dalian and the WFOE have adopted resolutions of shareholders’ general
meeting and the board respectively to change the legal representative of Haihui Dalian
and the WFOE, and have caused a third party designated by HiSoft International to become
the new legal representative of Haihui Dalian and the WFOE;
	 
	 	(v)	 	Haihui Dalian has transferred all the shares held by it in the US Subsidiary to
HiSoft International pursuant to the Stock Transfer Agreement signed by it and HiSoft
International on July 24, 2007; HiSoft International has become the sole registered and
beneficial owner of all issued share capital of the US Subsidiary;
	 
	 	(vi)	 	Haihui Dalian has transferred all the shares held by it in the Japan Subsidiary to
HiSoft International pursuant to the Stock Transfer Agreement signed by it and HiSoft
International on July 24, 2007; HiSoft International has become the sole registered and
beneficial owner of all issued share capital of the Japan Subsidiary;
	 
	 	(vii)	 	all governmental approvals, registrations or filings and third party consents or
waivers required for the transactions contemplated under this Memorandum have been duly
obtained, including without limitation the registration and filing with the competent
registration authority with jurisdiction over Haihui Dalian, the WFOE and the Training
Center are in with respect to the Onshore Share Transfer, the Proposed Onshore Change,
the change of director and legal representative under this Articles 4(f)(iii) and (iv),
and the approval from the approval authority of the Training Center with respect to the
Proposed Change; and
	 
	 	(viii)	 	none of the Parties has breached any provision under this Memorandum or other
Definitive Agreements.






	5.	 	Advisor Arrangement




HiSoft International will enter into an advisor engagement agreement (hereinafter, the “Advisor
Engagement Agreement”) with Yuanming Li, engaging him as an advisor of HiSoft International,
providing advisory services to HiSoft International and its Affiliates. The form and substance of
such Advisor Engagement Agreement shall be satisfactory to HiSoft International and Yuanming Li,
and shall include the following articles:






6









 






TRANSLATION FOR REFERENCE ONLY






	(a)	 	the term of provision of advisory services by Yuanming Li under the Advisor Engagement
Agreement is from October 1, 2007 to December 31, 2008;
	 
	(b)	 	in consideration of the advisory services provided by Yuanming Li, HiSoft International will
pay Yuanming Li an advisory service fee equivalent to USD350,000 (hereinafter, the “Basic
Advisory Service Fee”), which shall be paid in equal installments per month by HiSoft
International during the advisory service period;
	 
	(c)	 	if Yuanming Li causes Haihui Dalian to legally and actually receive subsidy or award from the
PRC government before June 2008 by providing advisory services under the Advisor Engagement
Agreement, then HiSoft International will pay Yuanming Li an extra advisory service fee in
addition to the Basic Advisory Service Fee after actually receiving such subsidy or award.
Such extra advisory service fee shall be equal to the amount of such government subsidy or
award minus (i) various costs and taxes borne by Haihui Dalian arising from applying for and
receiving such government subsidy or award and (ii) the business taxes borne by HiSoft
International due to the payment of such extra advisory service fee. Notwithstanding the
provision in the foregoing sentence, if all or part of the subsidy or award received by Haihui
Dalian is revoked or ordered to be returned due to any reasons, then Yuanming Li shall
immediately return HiSoft International the extra advisory service fee received regarding such
subsidy or award that has been revoked or ordered to be returned;
	 
	(d)	 	Yuanming Li shall bear all payable taxes under the Advisory Engagement Agreement on his own,
and HiSoft International may withhold the income tax with respect to the payment it makes to
Yuanming Li under the Advisor Engagement Agreement according to the laws and regulations of
PRC or any other jurisdiction, and may deduct such amount of withholding taxes from the amount
actually paid to Yuanming Li.
	 
	6.	 	Loan Arrangement




Provided that Yuanming Li and Haihui Dalian fully perform this Memorandum, the WFOE agrees to enter
into a loan agreement (hereinafter, the “Loan Agreement”) with Yuanming Li, pursuant to which it
will provide Yuanming Li with a loan with a principal of RMB16,573,260, upon the completion of the
Proposed Change. The form and substance of such Loan Agreement shall be satisfactory to the WFOE
and shall include the following provisions:





	(a)	 	the purpose of the loan shall be limited to: (i) a total amount of approximately
RMB11,676,615 shall be used for the payment of the Onshore Change Consideration, the transfer
price of the building under the Building Purchase Agreement and the transfer price of the
vehicle under the Vehicle Transfer Agreement to be made by a third party, and the share
transfer price to be paid by the third party designated by Yuanming Li acting as the purchaser
under the Offshore Share Transfer Agreement, and (ii) a total amount of approximately
RMB4,896,645 shall be used for the establishment of the Designated Third Party by Yuanming Li
and the Subsequent Onshore
Operation of the Training Center.




7









 





TRANSLATION FOR REFERENCE ONLY






	(b)	 	the principal shall be withdrawn in two installments, among which:






	 	(i)	 	the amount of one of the withdrawals shall be RMB11,676,615, to be paid to Haihui
Dalian directly by the WFOE and certified by a confirmation letter issued by Haihui
Dalian, of which the withdrawal date shall not be earlier than the date on which all the
shareholders of Haihui Dalian become the WFOE Designated Parties through amendment
registration with the administration for industry and commerce pursuant to the Onshore
Share Transfer Agreement;
	 
	 	(ii)	 	the amount of the other withdrawal shall be the balance after deducting the amount of
withdrawal in the above section (i) from the principal amount, which is RMB4,896,645, and
the date of its withdrawal shall be within fourteen (14) working days after the
fulfillment of the following conditions:






	 	(1)	 	All conditions under sections (i), (iii), (iv), (v), (vi) and (vii) under
Article 4(f) of this Memorandum have been fulfilled;
	 
	 	(2)	 	Yuanming Li has provided the WFOE with the materials regarding
pre-approval of name of the Designated Third Party; and
	 
	 	(3)	 	Yuanming Li has duly signed, and has caused Haihui Dalian to duly sign
the Onshore Share Transfer Agreement, the Offshore Share Transfer Agreement, the
Advisor Engagement Agreement and the Pledge Agreement.






	(c)	 	the repayment date of the principal amount shall be the date twelve (12) calendar months
after HiSoft International completes its initial public offering. The repayment shall be made
in a lump sum and the overdue fine shall be collected over any overdue payment in accordance
with the Loan Agreement;
	 
	(d)	 	Yuanming Li undertakes to cause Kaiki Inc. to enter into a pledge agreement with himself and
HiSoft International (the form and substance of which shall be satisfactory to HiSoft
International) (hereinafter, the “Pledge Agreement”), and has caused Kaiki Inc. to pledge to
HiSoft International the 3,072,084 ordinary shares it holds in HiSoft International to secure
the performance by the Designated Third Party of its repayment obligation under the Loan
Agreement; and
	 
	(e)	 	within five (5) working days after all the Definitive Agreements (including the Loan
Agreement and the Pledge Agreement) are duly signed, the WFOE agrees to deposit RMB4,896,645,
equivalent to the principal amount under section (ii) of this Article 6(b), into an escrow
account opened at a bank agreed to by the WFOE (hereinafter, the “Escrow Bank”) in the WFOE’s
name. The purpose of establishing such account is to pay Yuanming Li such principal amount if
he withdraws the principal amount of RMB4,896,645 under section (ii) of this Article 6(b). The
establishment and management of such escrow account are subject to the escrow agreement to be
entered into by Yuanming Li, the WFOE and the Escrow Bank (hereinafter, the “Escrow
Agreement”).




8









 






TRANSLATION FOR REFERENCE ONLY









	7.	 	Operation of Haihui Dalian




Provided that Yuanming Li has duly performed all his obligations under this Memorandum, the WFOE
agrees that it will not cause Haihui Dalian to enter into new business agreements in the period
from the date that all the shareholders of Haihui Dalian become the WFOE Designated Parties after
the completion of the Onshore Share Transfer through June 30, 2008, except for the relevant
agreements already entered into or projects already performed by Haihui Dalian as of the signing
date of this Memorandum, projects that require maintenance and projects subcontracted to other
parties for performance.





	8.	 	Nonsolicitation




Yuanming Li agrees that, in the period from the signing date of this Memorandum through December
31, 2008, he and his Affiliates will not solicit any on-job employees of the WFOE or the WFOE’s
Affiliates or former employees of the WFOE or the WFOE’s Affiliates who have left the company for
less than three (3) months unless prior written consent is explicitly given by HiSoft
International. All the Parties confirm that the consents to signing and performing this Memorandum
by HiSoft International and the WFOE, especially the consent of the WFOE to cause the completion of
the Proposed Onshore Change after the completion of the Onshore Share Transfer, are in reliance
upon Yuanming Li’s performance of the above undertakings.





	9.	 	Definition




The following terms have the following meanings in this Memorandum:



(i) “Affiliate”, means, with respect to any person, any person that directly or indirectly
controls, is controlled by, or is under common control with, such person. With respect to Yuanming
Li, it includes his direct relatives, spouse, or the direct relatives of his spouse or individuals
that have entered into any share entrustment arrangement (on behalf of Yuanming Li), trust
arrangement, or concert action arrangement with Yuanming Li, whether in writing or oral. In this
definition, “control” (including terms with related meanings like “control”, “is controlled” and
“under common control with”) means directly or indirectly possess the power to instruction the
management or policy of such person and commanding its action, through voting securities, pursuant
to contracts or in other manners. With respect to the WFOE, its Affiliates include without
limitation HiSoft International, Haihui Dalian, HiSoft Systems (Shenzhen) Limited, HiSoft Services
(Beijing) Limited, HiSoft Technology (Chengdu) Co., Ltd. and HiSoft Technology (Shanghai) Co., Ltd.



(ii) “Person” means (but without limitation) any individual, corporate legal person, limited
liability company, unit, trade name, trust, partnership, joint venture, association, corporation,
non-legal person organization or governmental agency.







	10.	 	The Relationship among Definitive Transaction Documents






9









 







TRANSLATION FOR REFERENCE ONLY




Unless otherwise unanimously agreed in writing by all the Parties, all Definitive Agreements shall
be signed at the same time within fourteen (14) days after the signing of this Memorandum.
Notwithstanding the foregoing provision, if any of the Definitive Agreements (including the
Building Purchase Agreement, the Vehicle Purchase Agreement and other agreements related to the
Proposed Onshore Change) cannot be duly signed due to Yuanming Li’s failure to complete the
establishment of Designated Third Party within fourteen (14) days after the signing of this
Memorandum, then the Parties agree to first sign other Definitive Agreements within fourteen (14)
days after the signing of this Memorandum and to sign written documents to confirm the form of the
Building Purchase Agreement, the Vehicle Purchase Agreement and other Definitive Agreements related
to the Proposed Onshore Change, and to sign such Building Purchase Agreement, Vehicle Purchase
Agreement and other Definitive Agreements related to the Proposed Onshore Change pursuant to the
form confirmed within five (5) days after the Designated Third Party obtains the business license.



If the Proposed Offshore Change is not completed as provided by this Memorandum for any reasons,
the Parties shall still cause other transactions under this Memorandum to be completed. In
addition, if any Proposed Transaction other than the Proposed Offshore Change has not been
completed as of January 31, 2008, then unless all the Parties otherwise unanimously agree, the
Parties agree to take all necessary actions to cancel and revoke such completed or ongoing
transactions.





	11.	 	Counterparts




This Memorandum may be signed in any number of counterparts. Each counterpart is an original and
all originals will together constitute a sole and identical document.





	12.	 	Governing Law and Language




This Memorandum is governed by and constructed according to the laws of Hong Kong. The Parties
shall sign and deliver a Chinese version of this Memorandum.





	13.	 	Dispute Resolution




Any dispute or controversy in connection with this Memorandum shall be resolved according to the
laws of Hong Kong and shall be submitted to the China International Economic and Trade Arbitration
Commission (“CIETAC”), Beijing Headquarter for arbitration conducted in Beijing in accordance with
the then effective arbitration rules. The arbitration tribunal shall consist of three (3)
arbitrators familiar with applicable corporate and commercial legal affairs, among whom one (1)
arbitrator shall be appointed by HiSoft International, one (1) arbitrator shall be appointed by
Yuanming Li and one (1) arbitrator shall be appointed by CIETAC chairman as jointly entrusted by
HiSoft International and Yuanming Li pursuant to the applicable CIETAC rules; and two (2) among the
three (3) arbitrators shall be Hong Kong citizens familiar with the laws of Hong Kong. The
arbitration award shall be final and binding upon all the Parties.





10









 








TRANSLATION FOR REFERENCE ONLY






	14.	 	Termination




Unless the Parties agree to the early termination of this Memorandum in writing or extend the term
of this Memorandum, or the Parties early terminate this Memorandum pursuant to Article 10 hereof,
this Memorandum shall be automatically terminated on January 1, 2009.




[remainder of this page has been intentionally left blank]






11









 








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IN WITNESS WHEREOF, the following Parties have signed this Binding Memorandum of Understanding at
Dalian, PRC as of the date and place first written above.




	 	 	 	 	 
	Yuanming Li

 	 	 
	Signature:  	/s/ Yuanming Li
 	 	 
	 	 	 	 
	 	 	 	 
	 
	Dalian Haihui Sci-Tech Co., Ltd.

 	 	 
	Signature:  	/s/ Yuanming Li
 	 	 
	 	Name:  	Yuan Ming Li 	 	 
	 	Position: Legal Representative


Corporate Seal:
[COMPANY SEAL] 	 	 
	 
	Hisoft Technology International Limited

 	 	 
	Signature:  	/s/ Loh Tiak Koon
 	 	 
	 	Name:  	Loh Tiak Koon 	 	 
	 	Position: CEO & Director 	 	 
	 
	HiSoft Technology (Dalian) Co., Ltd.

 	 	 
	Signature:  	/s/ Yuanming Li
 	 	 
	 	Name:  	Yuan Ming Li 	 	 
	 	Position: Legal Representative

Corporate Seal:
 [COMPANY SEAL] 	 	 






	 	 	 	 	 



					
	 	 	 	 	 
	MOU related to Haihui Dalian
	 	signature page
	 	 

















 





TRANSLATION FOR REFERENCE ONLY




Appendix 1




The Share Capital Structure of Haihui Dalian

and the Status of its Subordinate Affiliated Companies




	 	A.	 	The Share Capital Structure of Haihui Dalian:





	 	 	 	 	 
	Name of Shareholders	 	Paid-in Capital (yuan)	 	Shareholder Percentage (%)
	Yuanming Li
	 	6,633,320.64
	 	96%
	Zhuohong Wang
	 	69,097.09
	 	1%
	Xingwei Wang
	 	69,097.09
	 	1%
	Qing He
	 	69,097.09
	 	1%
	Jikui Tan
	 	69,097.09
	 	1%
	 	 	 	 	 
	Total
	 	6,909,709.00
	 	100%







	 	B.	 	Status of Haihui Dalian’s Subsidiary Affiliated Enterprises:
	 
	 	1.	 	JBDK Co., Ltd, in which Haihui Dalian holds 40% shares.
	 
	 	2.	 	DMK International, Inc., in which Haihui Dalian holds 100% shares.
	 
	 	3.	 	Haihui Sci-Tech Japan Co., Ltd., in which Haihui Dalian holds 100% shares.
	 
	 	4.	 	Dalian Haihui Software Training Center, a private non-enterprise entity (private
non-enterprise entity registration certificate number: Min Zheng Zi Di Liao Da
No.010502), solely founded and funded by Haihui Dalian.