exv10w19





Exhibit 10.19




TRANSLATION
FOR REFERENCE ONLY 





SUPPLEMENTARY AGREEMENT



This Supplementary Agreement (this “Agreement”) is entered into by and among the following
parties on March 28, 2008:





	1.	 	Yuanming Li, a PRC citizen with his ID Card No. being 21021119560326581x;
	 
	2.	 	Dalian Haihui Sci-Tech Co., Ltd., a company limited by shares incorporated under the laws of
the PRC with its registered address at No. 35 Lixian Street, Dalian City, PRC (“Haihui
Dalian”);
	 
	3.	 	HiSoft Technology International Limited, a company incorporated under the laws of Cayman
Islands with its registered address at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand
Cayman KY1-1111, Cayman Islands (“HiSoft International”);
	 
	4.	 	HiSoft Technology (Dalian) Co., Ltd., a company incorporated under the laws of the PRC with
its registered address at No. 33 Lixian Street, High-Tech Industrial Zone, Dalian City, PRC
(the “WFOE”).




(In this Agreement, the above parties may be referred to individually as a “Party” and collectively
as the “Parties.”)



WHEREAS,





	1.	 	In accordance with the Binding Memorandum of Understanding signed by the Parties on September
30, 2007 (the “Memorandum”), the relevant parties entered into a series of agreements set
forth in Appendix I hereto on January 23, 2008 (the “Existing Agreements”);
	 
	2.	 	In accordance with the Existing Agreements except the Stock Transfer Agreement regarding the
transfer of shares of JBDK Co., Ltd. (“JBDK”) signed by Haihui Dalian, Yuanming Li, HiSoft
International and Dalian Borui Information Technology Co., Ltd. (with its registered address
at No. 35 Lixian Street, Dalian City, PRC, “Dalian Borui”) on January 23, 2008 (the “JBDK
Stock Transfer Agreement”), with respect to each Existing Agreement, in the case of failure to
complete any transaction proposed under the Memorandum (the “Proposed Transaction”) as of
March 31, 2008, such Existing Agreement shall be rescinded automatically and the parties to
such Existing Agreement agree to take all necessary actions to revoke and rescind all
completed or ongoing transactions, unless (i) the parties to the Existing Agreement otherwise
come to an agreement in writing, (ii) the Memorandum otherwise expressly stipulates, or (iii)
the parties to the Memorandum agree in writing to continue the arrangement under such Existing
Agreement;
	 
	3.	 	The Parties understand that although the parties to the Existing Agreements have exerted
themselves, it is expected that the transactions under the Existing Agreements listed in
Appendix II hereto cannot be completed as of March 31, 2008 (the “Outstanding
Transactions”);
	 
	4.	 	The Parties have intention of continuing the Outstanding Transactions and no Outstanding
Transaction shall affect the transactions already completed under the Existing Agreements.





					
	 	 	 	 	 
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	 	1
	 	 






 









 






TRANSLATION
FOR REFERENCE ONLY 




The Parties hereby agree as follows:





	1.	 	Written Consent




In accordance with pertinent provisions of the Existing Agreements, the Parties agree that this
Agreement constitutes the Parties’ written consent to the following matters:





	 	(1)	 	with respect to any Outstanding Transaction, the relevant parties to such transaction
shall continue such transaction after March 31, 2008 in accordance with relevant Existing
Agreement and use their best efforts to complete such transaction as soon as practical;
	 
	 	(2)	 	any Proposed Transactions already completed shall not be rescinded due to or
negatively affected by any Outstanding Transactions except for a Party’s breach of clause
1 of this article.






	2.	 	Further Covenants
	 
	 	 	Own Cooperation Obligation
	 
	 	 	The Parties agree to take all necessary actions, including but not limited to paying
outstanding amounts under relevant Existing Agreements in accordance with the provisions
thereof, so that all Outstanding Transactions will be conducted and completed as soon as
practical in accordance with this Agreement and relevant Existing Agreements. The Parties
further covenant that they will not commit any acts or non-acts to rescind or attempt to
rescind any Proposed Transaction already completed.
	 
	 	 	Other Parties’ Cooperation
	 
	 	 	The Parties agree and covenant that they shall be liable to completely and accurately notify
other relevant parties to the Existing Agreements of relevant contents of this Agreement in
accordance with Appendix III hereto within [five (5)] business days after the signing
of this Agreement, and to cause:






	 	(1)	 	such other relevant parties to take all necessary actions, including but not limited
to paying outstanding amounts under relevant Existing Agreements in accordance with the
provisions thereof, so that all Outstanding Transactions will be conducted and completed
as soon as practical in accordance with this Agreement and relevant Existing Agreements;
	 
	 	(2)	 	such other relevant parties not to commit any acts or non-acts to rescind or attempt
to rescind any Proposed Transaction already completed.






	3.	 	Other Provisions
	 
	 	 	Governing Law
	 
	 	 	This Agreement shall be governed by and construed in accordance with the laws of Hong
Kong.
	 
	 	 	Dispute Resolution





					
	 	 	 	 	 
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	 	2
	 	 






 









 






TRANSLATION
FOR REFERENCE ONLY 






	 	 	Any disputes or controversies arising in connection with this Agreement shall be resolved
in accordance with the laws of Hong Kong and submitted to the China International Economic and
Trade Arbitration Commission (“CIETAC”) for arbitration in Beijing in accordance with the then
effective arbitration rules of CIETAC. The arbitration tribunal shall consist of three (3)
arbitrators familiar with applicable corporate and commercial legal affairs. 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 in accordance with applicable CIETAC rules. Two (2) of the above
three (3) arbitrators shall be Hong Kong citizen and familiar with the laws of Hong Kong. The
arbitral award shall be final and binding upon the Parties.
	 
	 	 	Entire Agreement
	 
	 	 	With respect to each Existing Agreement, this Agreement, such Existing Agreement and the
Memorandum shall constitute the entire agreement regarding the Proposed Transaction under such
Existing Agreement and supersede any previous written or oral agreements, covenants,
representations and arrangements among relevant parties relating to such Proposed Transaction.
With respect to each Existing Agreement, in addition to the supplement made by this Agreement to
such Existing Agreement, all terms of such Existing Agreement (including but not limited to the
terms regarding applicable law and dispute resolution) shall not be changed due to this
Agreement and shall remain in full force.





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	 	3
	 	 






 









 






TRANSLATION
FOR REFERENCE ONLY 





Execution Page




     IN WITNESS WHEREOF, the Parties have signed and delivered this Supplementary Agreement in
Dalian City, PRC as of the date first above written.



	 	 	 	 	 
	Yuanming Li

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

 	 	 
	By:  	/s/ Jiuchang Wang
 	 	 
	 	Name:  	Jiuchang Wang 	 	 
	 	Title:  	 	 	 
	 	Seal:  	 [COMPANY SEAL] 	 	 
	 
	HiSoft Technology International Limited

 	 	 
	By:  	/s/ Loh Tiak Koon
 	 	 
	 	Name:  	Loh Tiak Koon 	 	 
	 	Title:  	 	 	 
	 
	HiSoft Technology (Dalian) Co., Ltd.

 	 	 
	By:  	/s/ Loh Tiak Koon
 	 	 
	 	Name:  	Tiak Koon Loh 	 	 
	 	Title:  	 	 	 
	 	Seal:  	 [COMPANY SEAL] 	 	 
	 



					
	 	 	 	 	 
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TRANSLATION
FOR REFERENCE ONLY 




Appendix I List of Existing Agreements




	 	 	 	 	 	 	 
	No.	 	Name of Agreement	 	Parties	 	Proposed Transaction
	 
	 	 	 	 	 	 
	1

	 	Share Transfer Agreement
	 	Yuanming Li,
Zhuohong Wang,
Xingwei Wang, Qing
He, Jikui Tan,
Jiuchang Wang, Shi
Li and Xin Zhang
	 	Yuanming Li,
Zhuohong Wang,
Xingwei Wang, Qing
He and Jikui Tan
transfer 100%
shares of Haihui
Dalian to Jiuchang
Wang, Shi Li and
Xin Zhang.
	 
	 	 	 	 	 	 
	2

	 	Agreement concerning
Change of the Promoter
of Dalian Haihui
Software Training
Center
	 	HiSoft
International,
Haihui Dalian,
Yuanming Li and
Dalian Borui
	 	The promoter of
Dalian Haihui
Software Training
Center is changed
from Haihui Dalian
to the third party
designated by
Yuanming Li, i.e.
Dalian Borui.
	 
	 	 	 	 	 	 
	3

	 	Stock Transfer Agreement

(JBDK Stock Transfer

Agreement)
	 	Haihui Dalian,
Dalian Borui,
Yuanming Li, the
WFOE and HiSoft
International
	 	Haihui Dalian
transfers 40% of
shares of JBDK to
Dalian Borui.
	 
	 	 	 	 	 	 
	4

	 	Building Purchase

Agreement
	 	Dalian Borui and
Haihui Dalian
	 	Dalian Borui
purchases from
Haihui Dalian the
building located at
No. 35 Lixian
Street, High-Tech
Industrial Zone,
Dalian City.
	 
	 	 	 	 	 	 
	5

	 	Land Use Right Transfer

Agreement
	 	Dalian Borui and
Haihui Dalian
	 	Dalian Borui
purchases from
Haihui Dalian the
land use right in
respect of the land
located at No. 35
Lixian Street,
High-Tech
Industrial Zone,
Dalian City.
	 
	 	 	 	 	 	 
	6

	 	Vehicle Purchase

Agreement
	 	Dalian Borui and
Haihui Dalian
	 	Dalian Borui
purchases from
Haihui Dalian the
target vehicles.
	 
	 	 	 	 	 	 
	7

	 	Trademark License

Agreement
	 	Dalian Haihui
Software Training
Center and Haihui
Dalian
	 	Haihui Dalian
grants the license
of trademark 
to Dalian Haihui
Software Training
Center.
	 
	 	 	 	 	 	 
	8

	 	Advisor Engagement

Agreement
	 	Yuanming Li and
HiSoft
International
	 	HiSoft
International
engages Yuanming Li
as advisor
providing advisory
service to HiSoft
International and
its affiliates.
	 
	 	 	 	 	 	 
	9

	 	Loan Agreement
	 	Yuanming Li and the
WFOE
	 	The WFOE provides
Yuanming Li with a
loan in the
principal amount of
RMB16,573,260.






					
	 	 	 	 	 
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TRANSLATION
FOR REFERENCE ONLY 





	 	 	 	 	 	 	 
	No.	 	Name of Agreement	 	Parties	 	Proposed Transaction
	 
	 	 	 	 	 	 
	10

	 	Deed of Share Charge
	 	Yuanming Li, the
WFOE and Kaiki Inc.
	 	Kaiki Inc. pledges
to the WFOE some of
its shares of
HiSoft
International so as
to secure Yuanming
Li’s repayment
obligation to the
WFOE under the Loan
Agreement.






					
	 	 	 	 	 
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TRANSLATION
FOR REFERENCE ONLY 




Appendix II Existing Agreements related to Outstanding Transactions




	 	 	 	 	 	 	 
	No.	 	Existing Agreement	 	Parties	 	Outstanding Transaction
	 
	 	 	 	 	 	 
	1

	 	Agreement
concerning Change
of the Promoter of
Dalian Haihui
Software Training
Center
	 	HiSoft
International,
Haihui Dalian,
Yuanming Li and
Dalian Borui
	 	The promoter of Dalian
Haihui Software
Training Center is
changed from Haihui
Dalian to the third
party designated by
Yuanming Li, i.e.
Dalian Borui.
	 
	 	 	 	 	 	 
	2

	 	Stock Transfer

Agreement (JBDK

Stock Transfer

Agreement)
	 	Haihui Dalian,
Dalian Borui,
Yuanming Li, the
WFOE and HiSoft
International
	 	Haihui Dalian
transfers 40% of
shares of JBDK to
Dalian Borui.
	 
	 	 	 	 	 	 
	3

	 	Building Purchase

Agreement
	 	Dalian Borui and
Haihui Dalian
	 	Dalian Borui purchases
from Haihui Dalian the
building located at
No. 35 Lixian Street,
High-Tech Industrial
Zone, Dalian City.
	 
	 	 	 	 	 	 
	4

	 	Land Use Right

Transfer Agreement
	 	Dalian Borui and
Haihui Dalian
	 	Dalian Borui purchases
from Haihui Dalian the
land use right in
respect of the land
located at No. 35
Lixian Street,
High-Tech Industrial
Zone, Dalian City.
	 
	 	 	 	 	 	 
	5

	 	Trademark License

Agreement
	 	Dalian Haihui
Software Training
Center and Haihui
Dalian
	 	Haihui Dalian grants
the license of
Trademark 
(Haihui) to Dalian
Haihui Software
Training Center.
	 
	 	 	 	 	 	 
	6

	 	Loan Agreement
	 	Yuanming Li and the
WFOE
	 	The WFOE provides
Yuanming Li with a
loan in the principal
amount of
RMB1,896,645.






					
	 	 	 	 	 
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TRANSLATION
FOR REFERENCE ONLY 




Appendix III Notification Obligations to Other Parties




	 	 	 	 	 	 	 
	 	 	Party under	 	 	 	 
	 	 	Notification	 	 	 	The Other Party to
	No.	 	Obligation	 	Relevant Existing Agreement	 	Existing Agreement
	 
	 	 	 	 	 	 
	1

	 	Yuanming Li
	 	Building Purchase Agreement
	 	Dalian Borui
	 
	 	 	 	 	 	 
	2

	 	Yuanming Li
	 	Land Use Right Transfer Agreement
	 	Dalian Borui
	 
	 	 	 	 	 	 
	3

	 	Yuanming Li
	 	Agreement concerning Change of
the Promoter of Dalian Haihui
Software Training Center
	 	Dalian Borui
	 
	 	 	 	 	 	 
	4

	 	Yuanming Li
	 	Stock Transfer Agreement (JBDK

Stock Transfer Agreement)
	 	Dalian Borui
	 
	 	 	 	 	 	 
	5

	 	Yuanming Li
	 	Trademark License Agreement
	 	Dalian Haihui
Software 
Training
Center






					
	 	 	 	 	 
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