exv10w7






Exhibit 10.7




Execution Copy




THIRD AMENDED AND RESTATED VOTING RIGHTS AGREEMENT





	 	 	This Third Amended and Restated Voting Rights Agreement (the “Agreement”) is entered as
of Jan. 23, 2008 between:






HiSoft Technology (Dalian) Co., Ltd.
 , a wholly foreign-owned enterprise established
under the laws of the People’s Republic of China (“PRC”), whose registered office is at No.
33, Lixian Street, Qixianling Industrial Base, Hi-Tech Zone, Dalian, PRC (hereinafter known
as “HiSoft”), on one side;


and





the persons listed in Schedule 1 attached hereto (each an “Existing Shareholder”,
and collectively, the “Existing Shareholders”); and




Dalian Haihui Sci-Tech Company Limited
, a joint stock limited company organized and
existing under the laws of the PRC, whose registered office is at No. 35, Lixian Street,
Qixianling Industrial Base, Hi-Tech Zone, Dalian, PRC (“Haihui Dalian”), on the other.


The parties to this Agreement are collectively referred to as the “Parties” and individually as a
“Party”.




Recitals





WHEREAS, HiSoft, Haihui Dalian, the persons listed in Schedule 2 attached hereto
(the “Original Shareholders”) entered into a Second Amended and Restated Voting Rights
Agreement on January 23, 2008 (the “Prior Agreement”), under which, among other things, each
of the Original Shareholders granted HiSoft full power to exercise his or her voting rights
as a record owner of Haihui Dalian, and HiSoft willingly accepted such entrustment;




WHEREAS, as of the date of this Agreement, the Existing Shareholders are the sole record and
beneficial owners of Haihui Dalian, holding the shares in Haihui Dalian in the percentages
respectively set forth next to their names on Schedule 1 after certain share
transfer transactions among the Original Shareholders and the Existing Shareholders;




WHEREAS, each Existing Shareholder is willing to accept the rights and obligations of the
Original Shareholders under the Prior Agreement, except as otherwise amended hereby; and



     Now, therefore, in consideration of the foregoing recitals, the premises, and other good and
valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties
hereto agree that the Prior Agreement shall be amended and restated in its entirety as follows:




	1.	 	Voting Rights.





					
	 	 	 	 	 
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     1.1 For the effective term of this Agreement, each of the Existing Shareholders hereby
irrevocably entrusts HiSoft or persons designated by it, as the Existing Shareholder’s
representative, to exercise (or refrain from exercising) all the voting rights to which the Existing
Shareholder is entitled as a record owner of Haihui Dalian, in any manner as HiSoft may determine in its sole
discretion, pursuant to applicable laws and the articles of association of Haihui Dalian, to
the extent allowed under applicable law then in force and the relevant approval/registration authorities.



     1.2 HiSoft hereby accepts the entrustment of the Existing Shareholders as set forth in the
Recitals above.



     1.3 Existing Shareholders jointly and severally undertake that each Existing Shareholder
will continue to hold at all times during the term of this Agreement all of their current
equity ownership interest in Haihui Dalian, except for any of such equity ownership interest
transferred pursuant to the Third Amended Equity Acquisition Option Agreement entered into by the Parties
on even date hereof (the “Option Agreement”).



     1.4 In case that in respect of any Existing Shareholder any of the above provisions in
this Section 1 is unenforceable under PRC law or the enforcement of any of such provisions
involves material obstacles, whether in substance or of procedures, such Existing Shareholder
shall not vote as a shareholder of Haihui Dalian for any action by or event of Haihui Dalian without
prior written consent of HiSoft.


2. Purchase/Repurchase Right for Shares in HiSoft Technology International Limited. To
ensure enforcement of this Agreement as intended by the Parties, in the event of any material
violation of this Agreement by an Existing Shareholder, Kaiki Inc., a British Virgin Islands
company (the “Founder”), provided that the defaulting Existing Shareholder is not a shareholder
(either direct or beneficial) of the Founder, and the holders of Series A Preferred Shares, Series
A-1 Preferred Shares, and/or Series B Preferred Shares (each an “Investor”) of HiSoft Technology
International Limited (“HiSoft Cayman”) shall have the first right to purchase, and HiSoft Cayman
shall have the second right to repurchase, up to all the common shares of HiSoft Cayman indirectly
owned by such Existing Shareholder through the Founder at the then current par value, exercisable
at the discretion of the Founder, the Investors) and/or HiSoft Cayman, as applicable, all subject
to the terms and conditions of certain share purchase agreement and certain investors’ rights
agreement entered into or to be entered into among the shareholders of HiSoft Cayman and other
parties to the extent permitted under applicable law then in force and the
relevant approval/registration authorities.



3. Effectiveness and Term. This Agreement shall take effect on the date hereof and shall
remain in full force and effect until terminated in writing by the Parties or until the Existing
Shareholder has transferred all the shares held thereby of Haihui Dalian to a party in accordance
with the Option Agreement or otherwise with the prior written consent of HiSoft.



4. Amendment. This Agreement may only be amended or terminated by written consent of
HiSoft and such of the Existing Shareholders holding a majority of the shares in Haihui Dalian.




					
	 	 	 	 	 
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Execution Copy



5. Severability. Any provision of this Agreement which is invalid, illegal or
unenforceable in any jurisdiction shall, as to this jurisdiction, be ineffective to the extent of
such invalidity, illegality to unenforceability, without affecting in any way the remaining
provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement
invalid, illegal or unenforceable in any other jurisdiction.



6.
Counterparts. This Agreement may be executed in any number of counterparts all
of which taken together shall constitute one instrument.



7. Entire Agreement. This Agreement, together with any exhibits attached hereto,
constitutes the entire understanding of the parties with respect to the subject hereof, and supersedes all
prior oral or written agreements between the Parties.



8. Disputes. The parties shall attempt to settle any dispute arising from the
interpretation or
performance of this Agreement or in connection with this Agreement through friendly consultation.
In case no settlement can be reached through consultation within 30 days after a party requests
such consultation, a party may submit such dispute to the China International Economic and Trade
Arbitration Commission (“CIETAC”). The arbitration shall follow the current rules of CIETAC,
and the arbitration proceedings shall be conducted in Chinese and shall take place in Beijing.
There shall be one arbitrator, who shall be mutually agreed by the parties hereto. In the absence
of an agreement between the parties on the appointment of the arbitrator, the chairman of CIETAC
shall designate the arbitrator. The arbitration award shall be final and binding upon the parties
and shall be enforceable in accordance with its terms.



9. Assignment. This Agreement may not be assigned by any Existing Shareholder or Haihui
Dalian without the prior written consent of HiSoft. HiSoft may assign this Agreement without the
consent of any Existing Shareholder or Haihui Dalian. The provisions of this Agreement shall be
binding upon and inure to the benefit of the Parties hereto and their respective heirs, legal
representatives, successors and permitted assigns.



10. Notices. Any and all notices hereunder shall be in writing. A notice shall be deemed
effective upon delivery if hand delivered or three (3) business days after deposit with an
international courier service or in the mail addressed to the intended recipient at the address
set forth herein or otherwise provided by the recipient; if sent by facsimile, it shall be deemed
delivered immediately, provided that if it is delivered after 5:00 p.m. on a certain day, it shall
be deemed delivered on the next business day.



To HiSoft:



HiSoft Technology (Dalian) Co., Ltd

No. 33 Lixian Street, Hi-Tech Zone, Dalian, China, 116023,

Attn. Ms. Zhang Wei,

Fax: +86-411-84791350



To an Existing Shareholder:



As
set forth on Schedule 1 hereof.




					
	 	 	 	 	 
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Execution
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To Haihui Dalian:



Dalian Haihui Sci-Tech Company Limited

c/o HiSoft Technology (Dalian) Co., Ltd.

No. 33 Lixian Street, Hi-Tech Zone, Dalian, China, 116023,

Attn. Ms. Zhang Wei,

Fax: +86-411-84791350



11. Governing Law. This Agreement shall be governed by the laws of the PRC.




[Signature Page Follows]




					
	 	 	 	 	 
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	NOW, IN WITNESS HEREOF, the parties have caused their authorized representatives to
execute this Agreement on the date first written above.
HISOFT:
HiSoft Technology (Dalian) Co. Ltd
By:
Name: Title:
EXISTING SHAREHOLDERS:
LI Shi            ZHANG Xin
as an individual            as an individual
WANG Jiuchang
as an individual
HAIHUI DALIAN:
Dalian Haihui Sci-Tech Company Limited
By:
Name: Title:









 









 








Execution Copy




SCHEDULE 1




Existing Shareholding Structure of Haihui Dalian



Total Registered Capital: RMB6,909,709




	 	 	 	 	 	 	 	 	 	 	 
	#	 	Name	 	Ownership %	 	Registered Capital	 	Contact Address
	1

	 	Li Shi

PRC ID No. 110105196101272110
	 	 	30	%	 	RMB2,072,913
	 	6/F, Haya Plaza, No. 1, Shangdi 

East Road, Haidian District,
 Beijing 100085,
China
 Fax: +86-10-5987-5588
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	ZHANG Xin

PRC ID No. 150202197311211218
	 	 	35	%	 	RMB2,418,398
	 	6/F, Haya Plaza, No. 1 Shangdi

East Road, Haidian District, 

Beijing 100085, China 

Fax: +86-10-5987-5588
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	WANG Jiuchang

PRC ID No. 210211195210265835
	 	 	35	%	 	RMB2,418,398
	 	No. 33 Lixian Street, Hi-Tech Zone, 

Dalian, China, 116023,
 Fax: +86-0411-84791350





3rd Amended Voting Rights Agreement



 









 






Execution Copy




SCHEDULE 2




Original Shareholding Structure of Haihui Dalian



Total Registered Capital: RMB6,909,709




	 	 	 	 	 	 	 
	#	 	Name	 	Ownership %
	1

	 	Li Yuanming

PRC ID No. 21021119560326581X
	 	 	96	%
	 
	 	 	 	 	 	 
	2

	 	WANG Xingwei

PRC ID No. 210602196308213515
	 	 	1	%
	 
	 	 	 	 	 	 
	3

	 	TAN Jikui

PRC ID No. 210255700720029
	 	 	1	%
	 
	 	 	 	 	 	 
	4

	 	WANG Zhuohong

PRC ID No. 210211196606095822
	 	 	1	%
	 
	 	 	 	 	 	 
	5

	 	HE Qing

PRC ID No. 220203196610013617
	 	 	1	%






3rd Amended Voting Rights Agreement