Unassociated Document


    English
      Translation

    


    Exhibit
      10.12

     

    Translation
      of Technology Service Contract

     

    between

     

    Shengli
      Oil Field Branch of Sinopec

     

    and

     

    Pansoft
      (Jinan) Company Ltd.

     

    (Contract
      for the Maintenance of Financial Information System)

    


    


    


    Party
      A:
      Financial Assets Department, Shengli Oil Field Branch of Sinopec

    


    Party
      B:
      Pansoft (Jinan) Company Ltd.

    


    


    


    Signature
      date: May, 2008

     

    Place
      of
      Signing: Dongying, Shandong Province

     

    Effective
      Period: 01/01/2008 - 12/31/2008

     

     

    Printed
      by PRC Ministry of Science & Technology

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Filling
      Instructions

    


    
      	I.	
              This
                contract draft serves as an illustrative version of technology service
                contract made by PRC Ministry of Science & Technology and provided to
                Technology Contract Registration Authority so as to be recommended
                to
                people with needs for it. 

            


      	 	 


    

    
      	II.	
              This
                contract is intended for situation in which one party solves particular
                technical problems for the other by way of its technology and knowledge
                owned. . 

            


      	 	 


    

    
      	III.	
              When
                multiple persons are involved in either party, list under “entrusting
                party”, “entrusted party” (supplementary pages) as combined entrusting
                persons or entrusted persons according to their roles in the contracting
                relationship.

            


      	 	 


    

    
      	IV.	
              For
                any matters not covered by this contract, both parties may agree
                to
                include supplementary pages, taking as an inalienable part of the
                contract.

            


      	 	 


    

    
      	V.	
              With
                regard to clauses in this contract which are not applicable, a “None or
                NA” sign shall be filled to the clause which is not applicable to the
                specific contracting relationship or
                environment.

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Technology
      Service Contract

    


    Party
      A:
Financial
      Assets Department, Shengli Oil Field Branch of Sinopec

     

    Address:
      258 Jinan Road, Dongying District, Dongying City, Shandong Province

    Legal
      Representative:

    Contact
      person: Zhang Bo

    Communication:

    Mailing
      Address:

    Tel.:
      0546-8771485   Fax:
      0546-8554574

    Email:
      gyczbo@slof.com

    


    


    Party
      B:
      Pansoft
      (Jinan) Company Ltd.

     

    Address:
      3rd
      Floor,
      Qilu Software Garden Mansion, High-tech Development Zone, Jinan

    Legal
      Representative: Wang Hu

    Contact
      person: Feng Xuewei

    Communication:

    Mailing
      Address: 3rd
      Floor,
      Qilu Software Garden Mansion, High-tech Development Zone, Jinan

    Tel.:
      0531-88871159   Fax:
      0531-88871161

    Email:
      fxw@pansoft.com.cn

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    In
      compliance with PRC
      Contract Law
      and on
      basis of fully and truly consensus of both parties after adequate discussion
      and
      communication, this contract is hereby reached where party A retains Party
      B to
      provide technology services regarding financial information system for party
      A
      and pays Party B for the service rendered. 

    


    I
      Service
      Objective, Contents and Requirements

     

    1.
      Service Objectives: Provide technical maintenance service and technical support
      regarding the following systems to ensure efficient functioning of the same
      so
      as to satisfy daily accounting and financial management needs:

     

    -
      On line
      settlement of material/parts distribution and service providing system of
      Shengli Oil Field 

    -
      On line
      settlement of structure project system of Shengli Oil Field

    -
      Online
      settlement system integrating with SAP R3 of Shengli Oil Field 

    -
      Comprehensive accounting platform of Shengli Oil Field Branch of
      Sinopec

    -
      Centralized financial system integrating with OA of Shengli Oil Field Branch
      of
      Sinopec

    -
      Centralized financial management system of Shengli Oil Field Branch of
      Sinopec

    -
      Financial statement reporting system of Shengli Oil Field Branch of
      Sinopec

    


    2.
      Service Range: Maintaining all of the financial information management system
      above on daily basis, solving any system operation problem once occurred, and
      ensuring daily normal system functioning. According to the actual business
      demands, with approval from Party A, upgrading current system functions if
      necessary, providing technical support and service directly to the accounting
      and financial departments at all levels. Providing guidance and suggestions
      to
      users in system operation and applications, answering questions from users
      and
      assisting Party A to process special business demands. Assisting Party A to
      conduct monthly, annual reporting and conclusion or initialization.


     

    3.
      Service Standard: Ensuring steady operation of financial information system,
      upgrading system functions and solving any system operation problems per Party
      A’s request. Providing phone and network online service from 8:00 AM to 6:00
      PM
      on daily basis from 6th
      through
      25th
      every
      month. Providing phone and network online service from 8:00 AM to 10:00 PM
      on
      daily basis from 25th
      through
      5th
      of next
      month every month. Providing necessary technical supports in special period
      based on Party A’s requirement and adjust service hours in timely
      manner.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    II   
      Term, Place and Means

     

    1.
      Service Place: Performed at premise of Shengli Oil Field
      Administration;

    2.
      Service Term: Jan 1, through Dec 31, 2008.

    3.
      Service Means: On site maintenance and support, meanwhile providing online
      service via phone and network.

    


    III  Major
      Collaborative Matters

     

    1.
      Party
      A provides all the materials or information in timely manner

    -
      Business information for system maintenance and supporting needs

     

    2.
      Party
      A provides necessary work condition:

    -
      Office
      space and network access. 

     

    3.
      Party
      B accomplishes the maintenance job as per requirements from Party A


    -
      Party B
      accomplishes the maintenance job as per requirements from Party A and satisfies
      the expected standard.

    


    IV. Confidentiality

     

    Before
      execution of this Contract and during the effective period, both parties shall
      keep the technologies and trade secret disclosed to each other confidential
      through the effective period of this Contract and the 15 years after it expires,
      and Party B shall:

     

    1.
      keep
      confidential all “data” involved, and not disclose to any third party at any
      time in any fasion, including used for demonstration, publishing etc.


     

    2.
      not
      use these “Data” for any purposes other than the matters in connection with this
      Contract.

     

    3.
      not
      disclose these “Data” to any person save for the employees of Party B on a “need
      to know basis”, and the said employees shall sign non-disclosure agreement with
      Party B assuming confidentiality obligations no less than those stipulated
      in
      this Contract.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Data”
      mentioned hereinbefore refer to all technical information, provided by Party
      A
      to Party B in oral, written, electronic or any other form during the term of
      this Contract, as well as technical information formed by or accessible to
      Party
      B during the term of this Contractôsuch
      as
      but not limited to database, research and development records, technical report,
      testing reports, testing data and technical files, etc.

    


    V. 
      Breach of Contract Liabilities

     

    1.
      Party
      A reserves the right to terminate this contract if Party B fails to accomplish
      the missions provided in Clause 2-3. Party B shall refund Party A all the
      payments if at its fault.

     

    2.
      This
      contract shall be terminated if Party B violates Clause 4 and Party B shall
      be
      the party to bear all the direct or indirect financial consequence of
      disclosure.

     

    3.
      This
      contract shall be terminated if Party A violates Clause 4 and Party A shall
      be
      the party to bear all the direct or indirect financial consequence of
      disclosure.

    


    Clause
      VI. Acceptance Standard and Inspection Approach

     

    Both
      parties agree to the following criteria and approaches for inspecting and
      accepting the technical services rendered by Party B.

     

    	1.    
              	
            The
              method by which Party B renders the technical service: for the term
              of
              this Contract, maintaining the financial information management system
              and
              providing technical supports.

          


    	2.     
             	
            the
              Acceptance Standard: During the term of this Contract, the financial
              information system functions steadily, meeting daily business processing
              requirements. Normal maintenance is completed within 8 business hours.
              Conduct upgrading and solutions for problems according to the plan
              subject
              to approval from Party A.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    VII. 
      Fee and Payment

     

    	1. 
             	
            Fee:
              RMB 240, 000.

          


    	2.
              	
            Payment:
              After inspection and acceptance, to be paid quarterly, RMB 60,000 each
              quarter.

          


    


    VIII.
      Change of Contract Terms

     

    Any
      modification or amendment on this contract shall be confirmed by both parties
      in
      written form. Notwithstanding the foregoing, under either of the following
      situations, one party is entitled to propose change on rights and obligations
      of
      the Contract, and the other party shall respond within 10
      days; it
      shall be deemed accepted if no response during this period:

     

    1.
      Party
      B does not perform the system maintenance and support as per requirements by
      Party A.

     

    2.
      Party
      B’s employees do not have sufficient competence to perform the job
      assigned.

    


    IX.  Point
      of Contact

     

    Both
      parties confirm, within the valid period of this contract, 

    Party
      A
      designates Zhang
      Bo as
      the
      contact person of Party A’s project, 

    Party
      B
      designates Feng
      Xuewei as
      the
      contact person of Party B’s project.

    


    Contact
      Persons shall take responsibilities as the followings: 

     

    1.
      Communications and coordination with Project Team members in terms of any
      problem occurred during the system maintenance and technical
      supports.

     

    2.
      Monitor implementing progress and unfolding of working plan

     

    When
      one
      party changes contact person of this project, the other party shall be notified
      in written form.

    


    X.   Termination

    The
      parties agree that the Contract can be terminated where the following situation
      occurs so as to make it impossible or unnecessary to execute this
      contract:

     

    1.
      Force
      majeure

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    XI. Dispute

     

    Both
      parties shall resolve disputes related to this contract or over the
      implementation of this contract through amicable discussion; if dispute can’t be
      settled, the dispute can be submitted to:

     

    	1. 
              	
            Dongying
              Municipal Arbitration Committee for arbitration,
              or

          


    	 	 


    	2. 
              	
            People’s
              Court of Dongying City for litigation
              process.

          


    


    XII. 
      Miscellaneous:  None

     

    XIII.
      This
      contract exists in four copies with equal power, two in each party’s
      hands.

     

    XIV.  This
      contract takes effect the same day after authorized representatives from both
      parties have signed and sealed it

    


    Party
      A: Shengli Oil Field Management Bureau 

     

    Shanghai
      Branch of PCITC 

     

    (Financial
      Assets Department of Shengli Oil Field Branch of Sinopec) 

     

    Signature
      (seal): Hou Zeng Zhou

     

    Signature
      date: 

    


    Party
      B Pansoft (Jinan) Company Ltd

     

    Signature
      (seal): Wang Hu

     

    Signature
      date: