TRANSLATION FOR REFERENCE ONLY
Advisor Engagement Agreement
This Advisor Engagement Agreement (this “ Agreement ”) is entered into by and between the
following parties on January 23, 2008:
Yuanming Li , a PRC citizen with his ID Card No. being 21021119560326581x (the “ Advisor ”);
HiSoft Technology International Limited , whose registered address is Cricket Square,
Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands (the “ Company ”).
In accordance with the Binding Memorandum of Understanding, dated September 30, 2007,
concluded by and among the Advisor, the Company, HiSoft Technology (Dalian) Co., Ltd. and
Dalian Haihui Sci-Tech Co., Ltd. (“ Haihui Dalian ”) (the “ Memorandum ”), the Company intends
to engage the Advisor as the advisor of the Company to provide services to the Company and its
Affiliates, and the Advisor agrees to accept such engagement.
After consultations, the parties hereby agree as follows:
1.1 In this Agreement, unless the context otherwise indicates, the following terms shall have the
" Affiliate ” means, with respect to any person, any other person directly or indirectly controlling
or controlled by the said person or under direct or indirect common control with the said
person. In this definition, “ control ” (including “controlling”, “controlled”, “under common control”
and other correlative terms) means the company having a direct or indirect right to direct the
management or policy of the said person or control the act of the said person through
securities with voting power, by contracts or otherwise.
" Businesses ” means various businesses conducted by the Company and its Affiliates
currently and during the Term, including but not limited to software outsourcing business.
" Services ” means all services in relation to the Businesses of the Company and its Affiliates,
as required by the Company and its Affiliates, including but not limited to a