exv10w15






Exhibit 10.15




TRANSLATION FOR REFERENCE ONLY
 





VEHICLE PURCHASE AGREEMENT



This vehicle purchase agreement (this “Agreement”) is entered into by and between the
following parties in Dalian, PRC on January 23, 2008:




Party A: Dalian Borui Information and Technology Co., Ltd.

Registered Address: 35 Lixian Street, Dalian City, PRC




Party B: Dalian Haihui Sci-Tech Co., Ltd.

Registered Address: 35 Lixian Street, Dalian City, PRC




WHEREAS:





	(A)	 	Party B owns an Audi A6 vehicle registered in the PRC with its license plate being Liao
B-CK006 (hereinafter, the “Target Vehicle”).
	 
	(B)	 	Party A desires to purchase, and Party B desires to sell, the Target Vehicle upon the terms
set forth herein pursuant to the Binding Memorandum of Understanding, dated as of September
30, 2007, entered into by and among Party B, Yuanming Li (the actual controller of Party A,
whose PRC ID Card No. is 21021119560326581x), HiSoft Technology (Dalian) Co., Ltd., and HiSoft
Technology International Limited (the “Memorandum”).




The parties hereby agree as follows:




1.     General Status of Target Vehicle



Both parties confirm that, as of the signing of this Agreement, the general status of Target
Vehicle is as follows:




Vehicle license plate: Liao B-CK006

Vehicle type: Sedan

Manufacturer and model: Audi A6

Color: Black

Engine number: BBJ011512

Vehicle identification number: WAUZZZ4B53N089632

Registered owner: Dalian Haihui Sci-Tech Co., Ltd.




2.     Transfer Arrangement





	2.1	 	Subject to the provisions under the following Articles 2.2 and 3, Party B agrees to sell
Party A, and Party A agrees to purchase from Party B, the Target Vehicle. The parties shall,
with respect to the transfer of the Target Vehicle, proceed to the amendment registration of





Vehicle Purchase Agreement




 









 








TRANSLATION FOR REFERENCE ONLY
 






	 	 	vehicle owner of the motor vehicle driving license with the Public Security Bureau of Dalian
City, Liaoning Province or other vehicle administration agencies (the “Amendment Registration”)
within thirty (30) days after the effective date of this Agreement. Party A shall become the
legal and beneficial owner of the Target Vehicle on the date when such Amendment Registration is
completed, and shall enjoy all rights over such Target Vehicle, including without limitation,
the right to own, use and dispose of the Target Vehicle.






	2.2	 	Party A confirms that the provisions under Article 1 are solely for the purpose of
identifying the Target Vehicle, and further confirms that it has fully understood the legal
ownership, physical status and consumption status of the Target Vehicle as of the signing of
this Agreement. Taking into consideration that the Target Vehicle has been under Yuanming Li’s
(the actual controller of Party A) use before this Agreement comes into effect, and from the
effective date of this Agreement to the completion of the Amendment Registration, Party A
hereby confirms that it will not (i) make any claims against Party B; (ii) request to lower
the Transfer Price (as defined below); or (iii) propose to cancel or terminate the vehicle
transfer arrangement under this Agreement due to the physical defects or legal defects (if
any) of the Target Vehicle.





3.     Transfer Price and Method of Payment





	3.1	 	The transfer price of the Target Vehicle is two hundred and forty two thousand nine hundred
and twenty eight yuan (RMB242,928.00) (hereinafter, the “Transfer Price”).
	 
	3.2	 	Party A shall fully pay Party B the Transfer Price and notify Party B of the payment of such
amount no later than one (1) business day before the Amendment Registration or on a date
otherwise agreed to by both parties.





4.     Obligations of Party A



Party A shall fully pay the Transfer Price on time pursuant to Article 3 of this Agreement and
shall be responsible for processing the Amendment Registration procedures.




5.     Obligations of Party B





	5.1	 	Subject to Party A’s due performance of this Agreement and Yuanming Li’s due performance of
the Memorandum, Party B shall cooperate with Party A in processing the Amendment Registration,
and shall deliver the Target Vehicle to Party A upon the completion of the Amendment
Registration.
	 
	5.2	 	Party B shall deliver the Motor Vehicle Driving License of the Target Vehicle and the voucher
of the compulsory traffic accident liability insurance purchased in the PRC for the Target
Vehicle to Party A, together with the Target Vehicle.





6.     Termination or Rescission




Vehicle Purchase Agreement




 









 








TRANSLATION FOR REFERENCE ONLY
 






	6.1	 	Both parties confirm that the signing and performance of this Agreement are in accordance
with the Memorandum. Party A hereby confirms that it is fully aware of and fully understands
the content of the Memorandum, and agrees that Party B may immediately request for the
suspension or early termination of the vehicle transfer arrangement under this Agreement if
Yuanming Li breaches the Memorandum in any aspect.
	 
	6.2	 	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)	 	Either party conducts a material breach of any covenants, agreements, articles or
conditions of this Agreement, which continues for thirty (30) days after the other party
issues a written notice, and the party fails to rectify the breach within such period. The
non-breach party may terminate this Agreement under such circumstance;
	 
	 	(3)	 	If the occurrence of force majeure events results in the failure of either party to
perform its responsibility or obligation under this Agreement for over thirty (30) days,
either party is entitled to terminate this Agreement;
	 
	 	(4)	 	If, as of March 31, 2008, any of the transactions contemplated under the Memorandum,
including the vehicle 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 vehicle 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 in-process transactions.






	6.3	 	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 6.2 thereof 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 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.





7.     Confidentiality




Vehicle Purchase Agreement




 









 








TRANSLATION FOR REFERENCE ONLY
 




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 and conditions of
this Agreement, or any aspects of the transaction contemplated under this Agreement; or (iii) the
performance status of this Agreement; except for (a) disclosure to advisers, proxies, shareholders,
limited partners, 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
governmental authorities, regulatory authorities or stock exchanges that have jurisdiction over a
party (or its parent company) or the transaction contemplated under this Agreement.




8.    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 Party A, one (1) arbitrator shall be
appointed by Party B and one (1) arbitrator shall be appointed by CIETAC chairman as jointly
entrusted by both parties pursuant to the applicable CIETAC rules. The arbitration award shall be
final and binding upon both parties.




9.    Effectiveness



This Agreement shall come into effect upon signing by both parties.




10.    Transfer



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, Party A is entitled to transfer
its rights under this Agreement to a third party designated by it with a fifteen (15)-day prior
written notification to Party B. Under such circumstance, Party B agrees to register the Target
Vehicle’s ownership under the name of the third party designated by Party A.




11.    Counterparts



This Agreement is signed in four (4) counterparts and each party shall hold two (2) copies. For the
purpose of completing the governmental approval/filing procedures regarding the transfer of the
Target Vehicle under this Agreement, the parties may prepare other original copies in addition to
the aforesaid originals.




Vehicle Purchase Agreement




 









 








TRANSLATION FOR REFERENCE ONLY
 





12.    Taxes



All taxes in relation to the transfer of the Target Vehicle under this Agreement shall be borne by
both parties respectively according to the provisions of laws. In case the laws and regulations
have not specified such, then the parties shall each bear 50% of the taxes.




13.    Entire Agreement



This Agreement and the Memorandum constitute the entire agreement between both parties regarding
the transfer of the Target Vehicle. 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.




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Vehicle Purchase Agreement








 









 








TRANSLATION FOR REFERENCE ONLY
 




IN WITNESS WHEREOF, the following parties have signed this Agreement as of the date and place
first written above.




	 	 	 	 	 
	Dalian Borui Information and Technology Co., Ltd.



[COMPANY SEAL]

 	 	 
	Signature:  	/s/ Yuanming Li
 	 	 
	 	Name:  	Yuanming Li 	 	 
	 	Title:  	Legal Representative 	 	 
	 
	Dalian Haihui Sci-Tech Co., Ltd.



[COMPANY SEAL]

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



Vehicle Purchase Agreement