[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1) Proposed maximum Amount of (2)(3) Ordinary Shares, par value $0.0001 per share $50,000,000 $3,565 (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (2) (3) American depositary shares issuable upon deposit] [THE COMPANIES LAW OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF iSOFTSTONE HOLDINGS LIMITED (Adopted by Special Resolution passed on June 10, 2010) 1. iSoftStone Holdings Limited. The name of the Company is 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre,] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 002 US$7,500,000 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 001 US$7,500,000 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [FORM OF CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 003 US$7,125,664 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 005 US$4,453,539 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 004 US$790,000 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 006 US$1,630,797 December 23, 2009 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 008 US$4,000,000 April 21, 2010 Company Note Notes Holder Holders Principal Amount Convertible Note Purchase Agreement SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder] [CONVERTIBLE NOTE ACT ISOFTSTONE HOLDINGS LIMITED CONVERTIBLE NOTE No. 007 US$ 5,000,000 April 22, 2010 Company Note Notes Holder Holders Principal Amount SECTION 1 DEFINITIONS 1.1 Definitions Beijing WFOE “ Business Day “ Company Equity Securities “ Company Sale “ Company Sale Price provided it being understood that “ Conversion Price provided however “ 2 Corporate Founder “ Daily Compound] [EXECUTION COPY iSOFTSTONE HOLDINGS LIMITED SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Agreement iSoftStone Holdings Limited Company This SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “ Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU, Tianwen FENG, Yong Frank FENG) Schedule 2 Series A Holders the persons and entities set forth in the Schedule of Series A Shareholders attached] [ADDITIONAL INVESTOR JOINDER AGREEMENT JOINDER AGREEMENT “Joinder Agreement” st day of April, 2010. BETWEEN: (1) iSoftStone Holdings Limited Company (2) JINYUAN DEVELOPMENT (HONG KONG) COMPANY LIMITED “New Note Holder” RECITALS (A) Investors’ Rights Agreement On the 23th day of December 2009, the Company and the Investors entered into that certain Second Amended and Restated Investors’ Rights Agreement (the “ (B)] [AMENDMENT TO INVESTORS RIGHTS AGREEMENT Amendment Amendment Effective Date Agreement Signing Date THIS AMENDMENT (“ iSoftStone Holdings Limited Company Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU Tianwen FENG Yong Frank FENG Schedule 2 Series A Holders the persons and entities set forth in the Schedule of Series A Shareholders attached as Schedule 3 Series B Holders the entities] [EXECUTION COPY SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement This SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “ iSoftStone Holdings Limited Company Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU, Tianwen FENG, Yong ( Frank FENG) Schedule 2 Series A Holders the persons and entities set forth in the] [ADDITIONAL INVESTOR JOINDER AGREEMENT JOINDER AGREEMENT Joinder Agreement st day of April, 2010. BETWEEN: (1) iSoftStone Holdings Limited Company (2) JINYUAN DEVELOPMENT (HONG KONG) COMPANY LIMITED New Note Holder RECITALS (A) ROFR Agreement On the 23th day of December 2009, the Company and its Security Holders entered into that certain Second Amended and Restated Right of First Refusal and Co-Sale] [AMENDMENT TO RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Amendment Amendment Effective Date Agreement Signing Date THIS AMENDMENT (“ iSoftStone Holdings Limited Company Tekventure Limited Tekventure United Innovation (China) Limited UIL LIU Tianwen FENG Yong Frank FENG Schedule 2 Series A Holders the persons and entities set forth in the Schedule of Series A Shareholders attached as Schedule 3 Series] [[ ] 2010 Matter No.:874803 Doc Ref: Fw/aw/#340863 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No.8 West Dongbeiwang Road Haidian District Beijing 100193 People’s Republic of China Dear Sirs, iSoftStone Holdings Limited (the “Company”) Re: Commission Registration Statement Securities Act Ordinary Shares Minutes Certificate Date For the purposes of giving this opinion, we have examined a] [[ ] 2010 Matter No.:874803 Doc Ref: fw/#340538 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No.8 West Dongbeiwang Road Haidian District Beijing 100193 People’s Republic of China Dear Sirs, iSoftStone Holdings Limited (the “Company”) Re: Ordinary Shares Registration Statement Securities Act Commission We have acted as special Cayman Islands legal counsel to the Company in connection] [FORM OF OPINION OF O’MELVENY & MEYERS LLP [ ], 2010 iSoftStone Holdings Limited International Software Plaza Building 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193 People’s Republic of China American Depositary Shares (the “ADSs”), each representing [ ] ordinary shares of iSoftStone Holdings Limited (the “Company”) Re: Ladies and Gentlemen: [ ], 2010 -] [ISOFTSTONE HOLDINGS LIMITED 2008 SHARE INCENTIVE PLAN Adopted on March 1, 2008 (Amended on September 15, 2010) ISOFTSTONE HOLDINGS LIMITED 2008 SHARE INCENTIVE PLAN iSoftStone Holdings Limited, a Cayman Islands exempt company with limited liability (the “Company”), sets forth herein the terms of its 2008 Share Incentive Plan (the “Plan”) as follows: 1. PURPOSE The Plan is intended to enhance] [ISOFTSTONE HOLDINGS LIMITED 2009 SHARE INCENTIVE PLAN Adopted on December 17, 2009 (Amended on April 16, 2010 and September 16, 2010) ARTICLE 1 PURPOSE Plan Company The purpose of the iSoftStone Holdings Limited 2009 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement 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, 2007, 2008 and 2009, and the related] [November 23, 2010 Board of Directors iSoftStone Holdings Limited International Software Plaza Bldg 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193, People’s Republic of China Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, EX-23.5 23 dex235.htm CONSENT OF AMERICAN APPRAISAL CHINA LIMITED] [To: iSoftStone Holdings Limited International Software Plaza Bldg 9 Zhongguancun Software Park No. 8 West Dongbeiwang Road, Haidian District Beijing 100193 People’s Republic of China [DATE] Re: Legal Opinion on Certain PRC Legal Matters To Whom It May Concern, PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement Offering Offered ADSs Ordinary Shares]