STOCK TRANSFER AGREEMENT
Exhibit 10.11
| Strictly Confidential | Execution Copy |
THIS STOCK TRANSFER AGREEMENT (the “Agreement”) is made and entered into
as of January 23, 2008 at Dalian by and among:
(i) Dalian Huahui Sci-Tech Company Limited 
, a company established under the laws
of the PRC (“Seller”),
, a company established under the laws
of the PRC (“Seller”),
(ii) Dalian Borui Information Technology Co., Ltd. 
, a company duly organized and
existed under the laws of the PRC (“Buyer”),
, a company duly organized and
existed under the laws of the PRC (“Buyer”),
(iii) LI Yuanming 
, a PRC citizen, whose PRC ID card number is
21021119560326581x,
, a PRC citizen, whose PRC ID card number is
21021119560326581x,
(iv) HiSoft Technology (Dalian) Co., Ltd. 
, a wholly-foreign owned
enterprise established by HiSoft International (as defined below) under the laws of the People’s
Republic of China (“HiSoft WFOE”), and
, a wholly-foreign owned
enterprise established by HiSoft International (as defined below) under the laws of the People’s
Republic of China (“HiSoft WFOE”), and
(v) HiSoft Technology International Limited, an exempted company
duly incorporated and validly existing under the laws of the Cayman Islands (“HiSoft
International”).
RECITALS
A. Seller owns of record and beneficially 40% shares of the entire
issued and outstanding Common Stock (the “Stock’’) of JBDK Co., Ltd., a Japanese Kabushiki Kaisha
(the “Company”);
B. Buyer is an entity controlled by LI Yuanming 
;
;
C. According
to a Binding Memorandum of Understandings among Seller, LI
Yuanming, HiSoft WFOE and HiSoft International, dated September 30, 2007 (the “MOU”), LI
Yuanming shall designate an entity to purchase from Seller, 40% shares of the Stock;
D. Buyer, as the entity designated by LI Yuanming, desires to purchase from Seller,
and Seller desires to sell to Buyer, 40% shares of the Stock.
AGREEMENT
The parties hereby agree as follows:
1. Purchase and Sale of Shares.
1.1
Purchase and Sale. Subject to the terms and conditions of this Agreement, at the
Closing (as hereinafter defined), Seller agrees to sell and transfer to Buyer, and Buyer agrees
to purchase from Seller, one hundred and sixty (160) shares of the Stock, with par value of
JPY50,000 each (the “Transfer Shares”), for a total purchase price of US$1.
| JBDK Stock Transfer Agreement | 1 |
| Strictly Confidential | Execution Copy |
1.2 Effect of Transfer. Notwithstanding anything to the contrary herein, to the
extent permitted by the Japanese law, the parties hereby agree that,
as of January 1, 2008,
all the beneficial interest of the Transfer Shares shall be transferred to Buyer, and that
all obligations and liabilities in relation to the Transfer Shares shall be assumed by
Buyer.
1.3 Closing. The closing of the purchase and sale of the Transfer Shares (the
“Closing”)
shall take place at such time and place as parties shall agree in writing, provided that the date of
Closing (the “Closing Date”) shall not be later than March 31, 2008 or the closing date of the
transfer of the shares in Seller to the persons designated by HiSoft International as contemplated
under the MOU, whichever is later (the “Target Date’’), except as otherwise provided under
Section 2.2 hereof.
2. Undertakings.
2.1 Li
Yuanming and Buyer covenant to work closely with Seller to obtain any consent,
approval or waiver from, and complete any registration, filing or any other procedure with, any
governmental authority of the People’s Republic of China (the “PRC”), as applicable.
2.2 Until the termination of the MOU, in case of failure by LI Yuanming and Buyer of
obtaining the consent of 
, the other shareholder of the
Company, of the transfer of the Transfer Shares contemplated hereunder or failure to obtain any
consent, approval or waiver from, and complete any registration, filing or any other procedure
with, any governmental authority of the PRC by the Target Date, Seller agrees to (i) hold the
Transfer Shares for the benefits of LI Yuanming, (ii) vote in its capacity as the holder of the
Transfer Shares in respect of activities of the Company as designated by LI Yuanming, and (iii)
transfer to Buyer the dividends or any other economic benefits which a shareholder will be
entitled to and may be distributed by the Company to Seller within 15 business days following
obtainment of such funds after deduction of relevant taxes and government fees, in each case to
the extent permitted by the laws of Japan and PRC, and provided that (i) either LI Yuanming or
Buyer may not breach any other provision hereof, (ii) LI Yuanming may not breach any
provision of the MOU, and (iii) Buyer may not breach any provision of any other agreement
entered into contemplated under the MOU.
, the other shareholder of the
Company, of the transfer of the Transfer Shares contemplated hereunder or failure to obtain any
consent, approval or waiver from, and complete any registration, filing or any other procedure
with, any governmental authority of the PRC by the Target Date, Seller agrees to (i) hold the
Transfer Shares for the benefits of LI Yuanming, (ii) vote in its capacity as the holder of the
Transfer Shares in respect of activities of the Company as designated by LI Yuanming, and (iii)
transfer to Buyer the dividends or any other economic benefits which a shareholder will be
entitled to and may be distributed by the Company to Seller within 15 business days following
obtainment of such funds after deduction of relevant taxes and government fees, in each case to
the extent permitted by the laws of Japan and PRC, and provided that (i) either LI Yuanming or
Buyer may not breach any other provision hereof, (ii) LI Yuanming may not breach any
provision of the MOU, and (iii) Buyer may not breach any provision of any other agreement
entered into contemplated under the MOU.
2.3 In the event of the situation contemplated by Section 2.2, Buyer and Seller shall enter
into a trust agreement within 15 business days after their awareness of the event. Seller shall
assure that Buyer will, as the beneficial owner of the Stock, enjoy all legal benefits that it
may be
entitled to within the existence period of the Company. Seller can only act as a trustee and
cannot
exercise the rights of shareholder of the Company without the written authorization of Buyer,
provided that (i) Buyer shall reimburse Seller fully and timely for any damage or liability that
Seller may suffer from action as authorized by Buyer, (ii) Buyer shall reimburse Sell for the
expenses that may be incurred by Seller for the purpose of conducting any action as authorized
by Buyer in advance or later after payment as requested by Seller; (iii) the written
authorization of Buyer shall be clear and be delivered in a timely way, and shall comply
with applicable laws and regulations.
| JBDK Stock Transfer Agreement | -2- |
| Strictly Confidential | Execution Copy |
2.4 Buyer can assign the rights under this Agreement by giving 15 business days’ notice to
Seller without Seller’s prior consent. The party designated by Buyer will be entitled to all the
rights that Buyer may otherwise have under this Agreement.
2.5 LI Yuanming and Buyer covenant to use their best efforts to have the Company accept
services from HiSoft WFOE or any other affiliates of HiSoft International if the Company needs
IT services that HiSoft WFOE and other affiliates of HiSoft International can provide.
3. Miscellaneous.
3.1 Governing Law. This Agreement shall be governed in all respects by the laws of Hong
Kong, to the extent permissible under Japanese law.
3.2 Amendments. No amendment or modification of the terms and conditions of this
Agreement shall be valid unless in writing and signed by the parties hereto.
3.3 Entire Agreement. This Agreement and the MOU constitute the entire agreement among
the parties with respect to the transactions contemplated hereby. The terms of this Agreement
and the MOU supersedes all prior agreements, understandings, negotiations and representations
among the parties with respect to such transactions.
3.4 Waiver. Either party’s failure to enforce any provision of this Agreement shall not in any
way be construed as a waiver of any such provision, or prevent that party thereafter from
enforcing each and every other provision of this Agreement.
3.5 Severable Provisions. The provisions of this Agreement are severable, and if any one or
more provisions may be determined to be unenforceable, in whole or in part, the remaining
provisions shall nevertheless be binding and enforceable.
3.6 Counterparts and Language. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which together shall
constitute
one and the same instrument. This Agreement shall be executed in both English and Chinese
version. The Chinese version shall prevail in case of any inconsistency.
3.7 Further Assurances. Each party shall execute and deliver such additional
instruments,
documents and other writings as may be reasonably requested by the other party, before or
after
the Closing, in order to confirm and carry out and to effectuate fully the intent and purposes of
this Agreement.
3.8 Expenses. The parties shall each bear their own expenses and legal fees incurred in
connection with this Agreement and the transactions contemplated hereby.
3.9 Dispute Resolution.
(i) Any dispute or controversy arising out of, relating to, or concerning any
interpretation, construction, performance or breach of this Agreement, shall be submitted to the
China International Economic And Trade Arbitration Commission (“CIETAC) for arbitration.
| JBDK Stock Transfer Agreement | -3- |
| Strictly Confidential | Execution Copy |
(ii) The
arbitration shall be conducted in Beijing in accordance with the then
applicable arbitration rules of CIETAC.
(iii) There shall be three (3) arbitrators. One arbitrator shall be selected
collectively by Buyer and Li Yuanming; one arbitrator shall be
selected collectively by Seller,
HiSoft WFOE and HiSoft International; and the third arbitrator shall be assigned by CIETAC
in
accordance with the then applicable arbitration rules of CIETAC.
(iv) The arbitration shall be conducted in English and Chinese.
(v) The arbitration award shall be final and binding upon the parties
hereto.
3.10 Confidentiality.
(i) Each of the parties hereto agrees to keep secret and confidential and not to
disclose or divulge to any third party or to enable or cause any person to become aware of any
confidential information relating to the Company, including but not limited to terms and
conditions of this Agreement, and the transactions contemplated hereby but excluding any
information which is in the public domain (otherwise than through the wrongful disclosure of
any party) or which they are required to disclose by law or by the rules of any regulatory
body to
which the Company or any party hereto is subject.
(ii) The provisions of this Section 3.10 shall terminate and supersede the provisions of
any separate nondisclosure agreement executed by any of the Parties with respect to the
transactions contemplated hereby.
3.11 Notice. All notices and other communications given or made pursuant to this
Agreement
shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the
party
to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the
recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having
been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one
(1)
day after deposit with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to Xx. Xx Yuanming, Xx.
00 Xxxxxx Xxxxxx, Xx-Xxxx Xxxx, Xxxxxx, Xxxxx, 000000, Fax: x00-000-00000000 for Buyer and
Li Yuanming, to Xx. Xxxxx Wei, Xx. 00 Xxxxxx Xxxxxx, Xx-Xxxx Xxxx, Xxxxxx, Xxxxx, 000000,
Fax: x00-000-00000000 for Seller and to Xx. Xxx Xxxx Xxxxx, 0/X, Xxxx Xxxxx, Xx. 0, Xxxxxxx
East Road, Haidian District, Beijing 100085, China, fax: x00-00-00000000 for HiSoft WFOE
and HiSoft International as the case may be, or to such facsimile number or address as
subsequently modified by written notice given in accordance with this
Section 3.11.
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| JBDK Stock Transfer Agreement | -4- |
| Seller: Dalian Huahui Sci-Tech Company Limited (corporate chop) Name: Wang Jiuchang () : Title: Authorized Representative |
| Buyer: |
| Dalian Borui Information Technology Co., Ltd. |
| ()(corporate chop) |
| By: Name: LI Yuanmjng () Title: Legal Representative |
| LI Yuanming() SIGNATURE PAGE TO JBDK STOCK TRANSFER AGREEMENT |
| HiSoft WFOE: HiSoft Technology (Dalian) Co., Ltd. |
| () (corporate chop) |
| By: Name: Loh Xxxx Xxxx |
| Title: Legal Representative |
| HiSoft International: |
| HiSoft Technology International Limited |
| Bv: Name: Loh Xxxx Xxxx |
| Title: CEO . |
