[CUSIP NO 46489B108 Schedule 13D Page 2 1 NAME OF REPORTING PERSONS CHINA EVERBRIGHT LIMITED 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) ¨ x (a) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC, OO 5 ¨]
[SHARE PURCHASE AGREEMENT Agreement Seller Purchaser Parties W I T N E S S E T H Class B Shares Shares PURCHASE AND SALE 1. Purchase and Sale th The Closing 1.2 Closing Closing Date (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (A) the original stock certificates representing the Shares; (B) a duly executed] [ADHERENCE AGREEMENT ADHERENCE AGREEMENT Agreement THIS Perfect World Co., Ltd., a company limited by shares incorporated and existing under the laws of the Cayman Islands with its registered address at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands (the “New Sponsor”). RECITALS: (A) Existing Parties Consortium Agreement Transaction Target NASDAQ On] [** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing two Class A ordinary shares. -2- 81941U105 CUSIP No. 1. Names of Reporting Persons. Premium Lead Company Limited]
[CUSIP NO 46489B108 Schedule 13D Page 2 1 NAME OF REPORTING PERSONS CHINA EVERBRIGHT LIMITED 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) ¨ x (a) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC, OO 5 ¨]
[AGREEMENT OF JOINT FILING Dated: April 21, 2014 Tianwen Liu Yong Feng Xiaosong Zhang Junhe Che Ying Huang Qiang Peng Li Wang Xiaohui Zhu Yen-wen Kang Li Huang] [Execution Version AGREEMENT AND PLAN OF MERGER by and among NEW ISOFTSTONE HOLDINGS LIMITED, NEW ISOFTSTONE ACQUISITION LIMITED, and ISOFTSTONE HOLDINGS LIMITED Dated as of April 18, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Additional Definitions 10 Section 1.3 Certain Interpretations 12 ARTICLE II THE MERGER 12 Section 2.1] [Execution Version SUPPORT AGREEMENT Agreement Holdco Company Schedule A Rollover Shareholder Rollover Shareholders This SUPPORT AGREEMENT (this RECITALS Parent Merger Sub Merger Agreement Merger WHEREAS, concurrently herewith, New iSoftStone Holdings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Holdco ( Shares Schedule A Rollover Shares WHEREAS,] [Execution Version April 18, 2014 New Tekventure Limited Building 16, Dong Qu, 10 Xibeiwang Dong Lu, Haidian District, Beijing 100193, China Attention: Tianwen Liu Re: Commitment Letter Ladies and Gentlemen: Investor Holdco Merger Agreement Company Parent Merger Sub Merger Other Equity Provider Other Equity Commitment Letter Other Equity Commitment Commitment 1. Equity Commitment provided provided (b) The Investor may effect] [Execution Version April 18, 2014 New Tekventure Limited Building 16, Dong Qu, 10 Xibeiwang Dong Lu, Haidian District, Beijing 100193, China Attention: Tianwen Liu Re: Commitment Letter Ladies and Gentlemen: Mr. Liu Holdco Merger Agreement Company Parent Merger Sub Merger Other Equity Provider Other Equity Commitment Letter Other Equity Commitment Commitment 1. Equity Commitment provided provided (b) Mr. Liu may] [Execution Version LIMITED GUARANTEE Limited Guarantee Everbright Entities Mr. Liu Guarantor Guarantors Guaranteed Party LIMITED GUARANTEE Annex A Guaranteed Percentage provided plus minus Maximum Amount provided further 1. Prohibited Defenses (b) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guarantee were not performed in accordance with] [EXECUTION VERSION COMMITMENT LETTER To: New iSoftStone Holdings Limited Borrower (the April 18 Dear Sirs: Project Innovation US$130,000,000 Debt Financing Mandated Lead Arranger us we You have informed China Merchants Bank Co., Ltd., Hong Kong branch (the (a) Buyer Group Hold Co Mr. Tianwen Liu, CSOF SoftTech Limited, certain senior management and employees of the Target (as] [UNDERTAKING TO ISSUE STANDBY LETTER OF CREDIT To: New iSoftStone Holdings Limited Applicant provided that We hereby undertake to ensure that China Merchants Bank Co., Ltd., Shenzhen Branch will issue a standby letter of credit within seven (7) business days after Beijing Ruantong Xutian Technology Development Co., Ltd. China Merchants Bank Co., Ltd., Shenzhen Shangbu Branch (Official chop/ contract specific] [POWER OF ATTORNEY Dated: April 21, 2014 Tianwen Liu Yong Feng Xiaosong Zhang Junhe Che Ying Huang Qiang Peng Li Wang Xiaohui Zhu Yen-wen Kang] [46489B108 CUSIP No. Page 2 of 32 Pages 1. Names of reporting persons Tianwen Liu 2. Check the appropriate box if a member of a group ¨ x (a) 3. SEC use only 4. Source of funds OO See Item 3 5.]
[AGREEMENT OF JOINT FILING Dated: April 21, 2014 Tianwen Liu Yong Feng Xiaosong Zhang Junhe Che Ying Huang Qiang Peng Li Wang Xiaohui Zhu Yen-wen Kang Li Huang] [Execution Version AGREEMENT AND PLAN OF MERGER by and among NEW ISOFTSTONE HOLDINGS LIMITED, NEW ISOFTSTONE ACQUISITION LIMITED, and ISOFTSTONE HOLDINGS LIMITED Dated as of April 18, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Additional Definitions 10 Section 1.3 Certain Interpretations 12 ARTICLE II THE MERGER 12 Section 2.1] [Execution Version SUPPORT AGREEMENT Agreement Holdco Company Schedule A Rollover Shareholder Rollover Shareholders This SUPPORT AGREEMENT (this RECITALS Parent Merger Sub Merger Agreement Merger WHEREAS, concurrently herewith, New iSoftStone Holdings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Holdco ( Shares Schedule A Rollover Shares WHEREAS,] [Execution Version April 18, 2014 New Tekventure Limited Building 16, Dong Qu, 10 Xibeiwang Dong Lu, Haidian District, Beijing 100193, China Attention: Tianwen Liu Re: Commitment Letter Ladies and Gentlemen: Investor Holdco Merger Agreement Company Parent Merger Sub Merger Other Equity Provider Other Equity Commitment Letter Other Equity Commitment Commitment 1. Equity Commitment provided provided (b) The Investor may effect] [Execution Version April 18, 2014 New Tekventure Limited Building 16, Dong Qu, 10 Xibeiwang Dong Lu, Haidian District, Beijing 100193, China Attention: Tianwen Liu Re: Commitment Letter Ladies and Gentlemen: Mr. Liu Holdco Merger Agreement Company Parent Merger Sub Merger Other Equity Provider Other Equity Commitment Letter Other Equity Commitment Commitment 1. Equity Commitment provided provided (b) Mr. Liu may] [Execution Version LIMITED GUARANTEE Limited Guarantee Everbright Entities Mr. Liu Guarantor Guarantors Guaranteed Party LIMITED GUARANTEE Annex A Guaranteed Percentage provided plus minus Maximum Amount provided further 1. Prohibited Defenses (b) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guarantee were not performed in accordance with] [EXECUTION VERSION COMMITMENT LETTER To: New iSoftStone Holdings Limited Borrower (the April 18 Dear Sirs: Project Innovation US$130,000,000 Debt Financing Mandated Lead Arranger us we You have informed China Merchants Bank Co., Ltd., Hong Kong branch (the (a) Buyer Group Hold Co Mr. Tianwen Liu, CSOF SoftTech Limited, certain senior management and employees of the Target (as] [UNDERTAKING TO ISSUE STANDBY LETTER OF CREDIT To: New iSoftStone Holdings Limited Applicant provided that We hereby undertake to ensure that China Merchants Bank Co., Ltd., Shenzhen Branch will issue a standby letter of credit within seven (7) business days after Beijing Ruantong Xutian Technology Development Co., Ltd. China Merchants Bank Co., Ltd., Shenzhen Shangbu Branch (Official chop/ contract specific] [POWER OF ATTORNEY Dated: April 21, 2014 Tianwen Liu Yong Feng Xiaosong Zhang Junhe Che Ying Huang Qiang Peng Li Wang Xiaohui Zhu Yen-wen Kang] [46489B108 CUSIP No. Page 2 of 32 Pages 1. Names of reporting persons Tianwen Liu 2. Check the appropriate box if a member of a group ¨ x (a) 3. SEC use only 4. Source of funds OO See Item 3 5.]
[Form 6-K TABLE OF CONTENTS Page 3 4 7 2 iSoftStone Holdings Limited Xiaosong Zhang Chief Financial Officer]
[Form 6-K TABLE OF CONTENTS Page 3 4 7 2 iSoftStone Holdings Limited Xiaosong Zhang Chief Financial Officer]
[SCHEDULE 13G CUSIP No. 83084G109 Page 9 of 10 [Remainder of this page has been left intentionally blank.] SCHEDULE 13G CUSIP No. 83084G109 Page 10 of 10 Xplane Ltd. Li Ou Director Qinyi Zhu Qinyi Zhu Li Ou Li Ou EX-99.(A) 2 d713441dex99a.htm EX-99.(A)] [SCHEDULE 13G CUSIP No. 83084G109 Page 2 of 10 1 Names of reporting persons Xplane Ltd. 2 Check the appropriate box if a member of a group (see instructions) ¨ x (a) 3 SEC use only 4 Citizenship or place of organization British Virgin Islands Number of shares beneficially owned by each reporting person with]
