ISS [iSoftStone] F-1/A: PROSPECTUS (SUBJECT TO COMPLETION) ISSUED NOVEMBER 30, 2010
[PROSPECTUS (SUBJECT TO COMPLETION) ISSUED NOVEMBER 30, 2010 10,833,334 American Depositary Shares Representing 108,333,340 Ordinary Shares iSoftStone Holdings Limited This is an initial public offering of our American depositary shares, or ADSs, each representing ten ordinary shares. We are offering 7,322,223 ADSs, and the selling shareholders identified in this prospectus are offering 3,511,111 ADSs. We will not receive any of] [THE COMPANIES LAW OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ISOFTSTONE HOLDINGS LIMITED (Adopted by way of a special resolution passed on November 29, 2010 and effective conditional and immediately upon consummation of the initial public offering of the Companys American depositary shares) 1. iSoftStone Holdings Limited. The name of the] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions 1 (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian] [AMENDMENT NO. 2 TO INVESTORS RIGHTS AGREEMENT Amendment Agreement THIS AMENDMENT NO. 2 ( iSoftStone Holdings Limited Company Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU Tianwen ( ) , FENG Yong ) ( Frank FENG) Schedule 2 Series A Holders the entities set forth in the Schedule of Series A Shareholders attached as Schedule 3 Series B Holders] [ISOFTSTONE HOLDINGS LIMITED 2010 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN Plan Company The purpose of this iSoftStone Holdings Limited 2010 Performance Incentive Plan (this 2. ELIGIBILITY Eligible Person Securities Act Subsidiary Board The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this WHEREAS, the Indemnitee has agreed to serve as a director of the Company and in such capacity will render valuable services to the Company; and WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors of the Company, the Board] [Wholly Owned Subsidiaries: Place of Incorporation: 1. iSoftStone Korea Inc. Korea 2. iSoftStone Inc. U.S. 3. iSoftStone Hong Kong Limited Hong Kong 4. iSoftStone Japan Limited Japan 5. Ascend Technologies, Inc. U.S. 6. iSoftStone Information Technology (Group) Co., Ltd. PRC 7. Beijing iSoftStone Data Technology Service Co., Ltd. PRC 8. iSoftStone Information Technology Group (Dalian) Co., Ltd.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 1 to Registration Statement (Registration No. 333-170785) on Form F-1, of our report dated August 30, 2010 relating to the consolidated financial statements of iSoftStone Holdings Limited as of the years ended December 31, 2008 and 2009 and for the years ended December 31,] [ISOFTSTONE HOLDINGS LIMITED ODE OF USINESS ONDUCT AND THICS C (Adopted by the Board of Directors on November 25, 2010) Company Code Employee Employees iSoftStone Holdings Limited and its subsidiaries and affiliated entities (collectively, the Application of the Code 1. Code Does Not Constitute an Employment Contract 2. Conflicts of Interest 3. 3.1 Conflicts of Interest Prohibited Board 1]
