SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No.   )*

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)

YUCHENG Technologies Limited

(Name of Issuer)

Ordinary Shares, No Par Value

(Title of Class of Securities)

G98777108

(CUSIP Number)

Weidong Hong

Sihitech Company Limited

Hong Wu

Yun Shi

Dong Wang

Steve Shiping Dai

Rebecca B. Le

Chun Zheng

Xun Yang

Weihua Hong

Lijing Ren

Yanmei Wang

Danhui Ma

Xinmin Yu

c/o Yucheng Technologies Limited

F/9, Tower D, Beijing Global Trade Center

36 North Third Ring Road East, Dongcheng District

Beijing 100013, People’s Republic of China

+(86) 10 5913-7700

With a copy to:

Peter X. Huang

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

No. 1, Jianguomenwai Avenue

Beijing 100004, People’s Republic of China

+(86) 10 6535-5599

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 13, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G98777108

1.	NAME OF REPORTING PERSON: Weidong Hong
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     x (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 201,000 Ordinary Shares
		8.	SHARED VOTING POWER 3,224,007 Ordinary Shares(1)
		9.	SOLE DISPOSITIVE POWER 201,000 Ordinary Shares
		10.	SHARED DISPOSITIVE POWER 3,224,007 Ordinary Shares(1)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,224,007 Ordinary Shares(1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1% (2)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ Includes Ordinary Shares directly owned by Sihitech Company Limited and Ms. Hong Wu.

⁽²⁾ Based on 20,002,299 fully diluted outstanding Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).

2

CUSIP No. G98777108

1.	NAME OF REPORTING PERSON: Sihitech Company Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     x (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 2,797,055 Ordinary Shares
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 2,797,055 Ordinary Shares
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,797,055 Ordinary Shares(1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.0% (1)
14.	TYPE OF REPORTING PERSON CO

⁽¹⁾ Based on 20,002,299 fully diluted outstanding Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).

3

CUSIP No. G98777108

1.	NAME OF REPORTING PERSON: Yun Shi
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     x (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People's Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 1,472,878 Ordinary Shares
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 1,472,878 Ordinary Shares
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,472,878 Ordinary Shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% (1)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ Based on 20,002,299 fully diluted outstanding Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).

4

CUSIP No. G98777108

1.	NAME OF REPORTING PERSON: Hong Wu
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     x (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 225,952 Ordinary Shares
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 225,952 Ordinary Shares
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 225,952 Ordinary Shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% (1)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ Based on 20,002,299 fully diluted outstanding Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).

5

CUSIP No. G98777108

1.	NAME OF REPORTING PERSON: Dong Wang
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     x (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 374,206 Ordinary Shares
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 374,206 Ordinary Shares
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 374,206 Ordinary Shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% (1)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ Based on 20,002,299 fully diluted outstanding Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).

6

CUSIP No. G98777108

1.	NAME OF REPORTING PERSON: Steve Shiping Dai
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     x (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 141,849 Ordinary Shares
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 141,849 Ordinary Shares
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 141,849 Ordinary Shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% (1)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ Based on 20,002,299 fully diluted outstanding Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).

7

CUSIP No. G98777108

1.	NAME OF REPORTING PERSON: Rebecca B. Le
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     x (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 72,725 Ordinary Shares
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 72,725 Ordinary Shares
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,725 Ordinary Shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% (1)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ Based on 20,002,299 fully diluted outstanding Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).

8

CUSIP No. G98777108

1.	NAME OF REPORTING PERSON: Chun Zheng
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     x (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 176,056 Ordinary Shares
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 176,056 Ordinary Shares
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,056 Ordinary Shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% (1)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ Based on 20,002,299 fully diluted outstanding Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).

9

CUSIP No. G98777108

1.	NAME OF REPORTING PERSON: Xun Yang
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     x (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 70,389 Ordinary Shares
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 70,389 Ordinary Shares
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70,389 Ordinary Shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% (1)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ Based on 20,002,299 fully diluted outstanding Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).

10

CUSIP No. G98777108

1.	NAME OF REPORTING PERSON: Weihua Hong
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     x (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 51,040 Ordinary Shares
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 51,040 Ordinary Shares
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,040 Ordinary Shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% (1)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ Based on 20,002,299 fully diluted outstanding Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).

11

CUSIP No. G98777108

1.	NAME OF REPORTING PERSON: Lijing Ren
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     x (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 60,000 Ordinary Shares
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 60,000 Ordinary Shares
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,000 Ordinary Shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% (1)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ Based on 20,002,299 fully diluted outstanding Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).

12

CUSIP No. G98777108

1.	NAME OF REPORTING PERSON: Danhui Ma
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     x (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 31,431 Ordinary Shares
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 31,431 Ordinary Shares
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,431 Ordinary Shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% (1)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ Based on 20,002,299 fully diluted outstanding Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).

13

CUSIP No. G98777108

1.	NAME OF REPORTING PERSON: Yanmei Wang
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     x (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People's Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 1,196,243 Ordinary Shares
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 1,196,243 Ordinary Shares
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,243 Ordinary Shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% (1)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ Based on 20,002,299 fully diluted outstanding Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).

14

CUSIP No. G98777108

1.	NAME OF REPORTING PERSON: Xinmin Yu
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     x (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 146,803 Ordinary Shares
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 146,803 Ordinary Shares
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 146,803 Ordinary Shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% (1)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ Based on 20,002,299 fully diluted outstanding Ordinary Shares (including unvested restricted stock units) as of August 13, 2012 (as provided by the Company).

15

This Schedule 13D is filed with respect to ordinary shares, no par value per share (“Ordinary Shares”) of Yucheng Technologies Limited (the “Company” or “Issuer”) by Mr. Weidong Hong (“Mr. Hong”), Sihitech Company Limited (“Sihitech”), Ms. Yun Shi (“Ms. Shi”), Ms. Hong Wu (“Ms. Wu”), Mr. Dong Wang, Mr. Steve Shiping Dai (“Mr. Dai”), Ms. Rebecca B. Le (“Ms. Le”), Mr. Chun Zheng (“Mr. Zheng”), Mr. Xun Yang (“Mr. Yang”), Ms. Weihua Hong (“Ms. WH Hong”), Ms. Yanmei Wang (“Ms. Wang”), Ms. Danhui Ma (“Ms. Ma”), Ms. Xinmin Yu (“Ms. Yu”) and Mr. Lijing Ren (“Mr. Ren”, together with Mr. Hong, Sihitech, Ms. Shi, Ms. Wu, Mr. Wang, Mr. Dai, Ms. Le, Mr. Zheng, Mr. Yang, Ms. WH Hong, Ms. Ma and Ms. Yu, the “Voting Shareholders,” and the Voting Shareholders together with Ms. Wang, the “Reporting Persons”).

This Schedule 13D represents the initial statement on Schedule 13D jointly filed by the Reporting Persons and amends and supplements the information provided by (i) Mr. Hong, Humfield International Limited and Sihitech in the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on May 22, 2012 (the “Hong Schedule 13D”), (ii) Ms. Shi in the Schedule 13D filed with the SEC on July 19, 2010, as amended and supplemented by Amendment No. 1 and Amendment No. 2 filed by Ms. Shi on November 2, 2011 and December 20, 2011, respectively (the “Shi Schedule 13D”), and (iii) Ms. Wang and Mega Capital Group Services Limited in the Schedule 13D filed with the SEC on November 28, 2006 (the “Wang Schedule 13D”). Except as provided herein, this Schedule 13D does not modify any of the information previously reported on the Hong Schedule 13D, the Shi Schedule 13D and the Wang Schedule 13D.

Item 1. SECURITY AND ISSUER

The class of equity securities to which this Schedule 13D relates is the Ordinary Shares of the Company. The principal executive office of the Company is Beijing Global Trade Center, Tower D, Floor 9, 36 North Third Ring Road East, Dongcheng District, Beijing 100013, People’s Republic of China.

Item 2. identity and background

With respect to the Shi Schedule 13D and the Wang Schedule 13D, the following supersedes information previously provided in Item 2(b)-(f), and unless otherwise stated herein, the Hong Schedule 13D remains in full force and effect:

(a)          This Schedule 13D is being filed jointly on behalf of the Reporting Persons. A Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 7.01.

(b)          Each of Mr. Ren, Ms. Wang, Mr. Zheng, Mr. Dai, Ms. Wu, Mr. Yang and Ms. Yu’s business address is F/9, Tower D, Beijing Global Trade Center, 36 North Third Ring Road East, Dongcheng District, Beijing 100013, People’s Republic of China.

Ms. Ma’s business address is Room 701, Building 101, No. 101 Jixiang Li, Chaowai Avenue, Chaoyang District, Beijing 100020, People’s Republic of China.

Ms. WH Hong’s business address is Entrance 206, Building 28, Guanri Road, Software Park II, Siming District, Xiamen 361008, People’s Republic of China.

Each of Ms. Shi and Mr. Wang’s business address is 3/F, No. 21 Jia, Anxiang Li, Chaoyang District, Beijing 100101, People’s Republic of China.

Ms. Le’s business address is Tian Yuan Gang Center, Unit A, 30/F, No. 2 Bing, North Road East Third Ring, Chaoyang District, Beijing 100027, People’s Republic of China.

(c)          The principal occupations of the respective Reporting Persons are as follows:

Each of Mr. Ren, Ms. Wang, Mr. Zheng, Ms. Wu and Ms. Yu is an operational manager of the Company. Mr. Dai is the chief financial officer of the Company. Mr. Yang is a sales manager of the Company. Mr. Ren, Ms. Wang, Mr. Zheng, Ms. Wu, Ms. Yu, Mr. Dai and Mr. Yang conduct their business at F/9, Tower D, Beijing Global Trade Center, 36 North Third Ring Road East, Dongcheng District, Beijing 100013, People’s Republic of China.

Ms. WH Hong is an operational manager of the Company and conducts her business at Entrance 206, Building 28, Guanri Road, Software Park II, Siming District, Xiamen 361008, People’s Republic of China

16

Ms. Ma is an employee of Beijing Tianhai Real Estate Development Limited. Beijing Tianhai Real Estate Development Limited is a private company engaged in property development. The business address of Beijing Tianhai Real Estate Development Limited is Room 701, Building 101, No. 101 Jixiang Li, Chaowai Avenue, Chaoyong District, Beijing 100020, People’s Republic of China.

Each of Ms. Shi and Mr. Wang is an operational manager of Beijing Aikang Medical Investment Holding Group. Beijing Aikang Medical Investment Holding Group is a company primarily engaged in health sector investments, securities fund investments, hotel and catering services and property development. The business address of Beijing Aikang Medical Investment Holding Group is 3/F, No. 21 Jia, Anxiang Li, Chaoyang District, Beijing 100101, People’s Republic of China.

Ms. Le is President of Far East Energy (Bermuda) Corporation. Far East Energy (Bermuda) Corporation is a company engaged in energy exploration in China. The business address of Far East Energy (Bermuda) Corporation is Tian Yuan Gang Center, Unit A, 30/F, No. 2 Bing, North Road East Third Ring, Chaoyang District, Beijing 100027, People’s Republic of China.

(d)          During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)          During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, pursuant to which such person, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)          Mr. Ren, Ms. Wang, Mr. Zheng, Mr. Yang, Ms. Ma, Ms. WH Hong, Ms Wu, Ms. Shi, Mr. Wang and Ms. Yu are citizens of People’s Republic of China. Mr. Dai and Ms. Le are citizens of the USA.

Item 3. Source and Amount of Funds of Other Consideration

Pursuant to an agreement and plan of merger, dated as of August 13, 2012 (the “Merger Agreement”), by and among New Sihitech Limited, a British Virgin Islands company (“Parent”), New Sihitech Acquisition Limited, a British Virgin Islands company (“Merger Sub”), and the Company, subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company (the “Merger”). The descriptions of the Merger and of the Merger Agreement are qualified in their entirety by reference to the Merger Agreement, a copy of which has been filed as Exhibit 7.02, and is incorporated herein by reference in its entirety.

The Reporting Persons anticipate that approximately US$51 million will be required to pay the aggregate merger consideration pursuant to the Merger Agreement for the outstanding Ordinary Shares of the Company owned by shareholders of the Company other than certain shares owned by the Reporting Persons (the “Publicly Held Shares”). This amount includes Ordinary Shares owned by shareholders who may exercise their appraisal rights pursuant to the BVI Companies Act and excludes the estimated transaction costs associated with the Merger.

The financing for the transaction contemplated by the Merger Agreement will be obtained by Parent pursuant to (i) an equity commitment letter, dated as of August 13, 2012 (the “Equity Commitment Letter”), by and between Parent and Mr. Hong, pursuant to which Mr. Hong will provide equity financing of approximately US$3.59 million to Parent, and (ii) an exchangeable notes subscription agreement, dated as of August 13, 2012 (the “Subscription Agreement”), by and between CSOF FinTech Limited, CEL FinTech Limited, Mr. Hong and Parent, pursuant to which Parent will issue exchangeable notes in an aggregate amount of US$48 million. The descriptions of the Equity Commitment Letter and the Subscription Agreement are qualified in their entirety by reference to the Equity Commitment Letter and the Subscription Agreement, copies of which have been filed as Exhibit 7.03 and Exhibit 7.04, respectively, and are incorporated herein by reference in their entirety.

Concurrently with the execution of the Merger Agreement, the Reporting Persons entered into a contribution agreement with Parent and the Company (the “Contribution Agreement”). Pursuant to the Contribution Agreement, (a) Mr. Hong and Sihitech will exchange their Ordinary Shares of the Company for ordinary shares of Parent and (b) each other Reporting Person has agreed to waive their right to the merger consideration and to continue to beneficially own certain of their Ordinary Shares following the Merger. The description of the Contribution Agreement is qualified in its entirety by reference to the Contribution Agreement, a copy of which has been filed as Exhibit 7.05 and is incorporated herein by reference in its entirety.

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ITEM 4. PURPOSE OF TRANSACTION

On August 13, 2012, the Company, Parent and Merger Sub entered into the Merger Agreement, pursuant to which and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company and the Company will continue as the surviving company. At the effective time of the Merger, each Publicly Held Share will be converted into the right to receive $3.90 in cash, without interest. If the Merger is consummated, Ordinary Shares of the Company will no longer be traded on The NASDAQ Global Select Market and will cease to be registered under Section 12 of the Exchange Act, and the Company will be privately held by the Reporting Persons. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference in its entirety.

Concurrently with the execution of the Merger Agreement, the Voting Shareholders, who together own approximately 29.1% of the outstanding Ordinary Shares of the Company, entered into a voting agreement (the “Voting Agreement”) with Parent, pursuant to which the Voting Shareholders have agreed, (a) when a meeting of the shareholders of the Company is held, to appear at such meeting or otherwise cause their Ordinary Shares of the Company to be counted as present thereat for the purpose of establishing a quorum, and (b) to vote or cause to be voted at such meeting all their Ordinary Shares of the Company in favor of (i) the approval of the Merger Agreement and (ii) the approval of other actions contemplated by the Merger Agreement. The description of the Voting Agreement is qualified in its entirety by reference to the Voting Agreement, a copy of which have been filed as Exhibit 7.06 and is incorporated herein by reference in its entirety.

Item 3 of this Schedule 13D is incorporated herein by reference.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a)-(b)          With respect to each of the Reporting Persons, the cover pages of this Schedule 13D are incorporated herein by reference, as if set forth in their entirety.

As of the date of this Schedule 13D, Mr. Hong directly holds and has the sole voting and dispositive power over 201,000 Ordinary Shares of the Company, representing approximately 1.0% of the outstanding Ordinary Shares of the Company. Mr. Hong is the sole shareholder of Sihitech. Sihitech directly holds 2,797,055 Ordinary Shares of the Company, representing approximately 14.0% of the outstanding Ordinary Shares of the Company. Mr Hong has voting and dispositive control over the Ordinary Shares held by Sihitech. Mr. Hong is thereby deemed to have beneficial ownership of such Ordinary Shares.

As of the date of this Schedule 13D, Ms. Wu directly holds and has the sole voting and dispositive power over 225,952 Ordinary Shares of the Company, representing approximately 1.1% of the outstanding Ordinary Shares of the Company. Ms. Wu is the wife of Mr. Hong. Mr. Hong may be deemed to have beneficial ownership of the 225,952 Ordinary Shares held by Ms. Wu by virtue of such family relationship. In addition, Mr. Hong may have voting and dispositive control over such shares held by Ms. Wu, however, Mr. Hong disclaims such beneficial ownership.

As a result, Mr. Hong may be deemed the beneficial owner of 3,224,077 Ordinary Shares of the Company or approximately 16.1% of the outstanding Ordinary Shares of the Company.

By virtue of their actions in respect of the Merger as described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Exchange Act. As a member of a group, each Reporting Person may be deemed to beneficially own the Ordinary Shares beneficially owned by the members of the group as a whole; thus, the Reporting Persons may be deemed to beneficially own in the aggregate 7,017,627 Ordinary Shares of the Company, which represents approximately 35.1% of the outstanding Ordinary Shares of the Company. The Reporting Persons disclaim membership in any “group” with any person other than the Reporting Persons. The filing of this Schedule 13D by the Reporting Persons shall not be considered an admission that such Reporting Persons, for the purpose of Section 13(d) of the Exchange Act, are the beneficial owners of any of the Ordinary Shares covered in this report, and the Reporting Persons expressly disclaim such beneficial ownership.

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(c)          During the 60 days preceding the filing of this Schedule 13D, none of the Reporting Persons has effected any transactions relating to the Ordinary Shares of the Issuer.

(d)-(e)          Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

On August 13, 2012, Parent, Merger Sub and the Company entered into the Merger Agreement. Concurrently with the execution of the Merger Agreement: (i) the Reporting Persons and Parent entered into the Contribution Agreement, (ii) the Voting Shareholders and Parent entered into the Voting Agreement; and (iii) Mr. Hong issued a limited guaranty in favor of the Company, a copy of which have been filed as Exhibit 7.07.

The descriptions of the agreements listed in this Item 6 set forth in Item 3 and Item 4 of this Schedule 13D are incorporated by reference. The summaries of certain provisions of such agreements in this statement on Schedule 13D are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements. The agreements listed in this Item 6 are filed herewith as Exhibits 7.02 through 7.07 and are incorporated herein by reference

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

The following are filed herewith as Exhibits to this Schedule 13D:

Exhibit 7.01:	Joint Filing Agreement by and among the Reporting Persons dated August 15, 2012
Exhibit 7.02:	Merger Agreement, by and among the Company, Parent and Merger Sub, dated August 13, 2012
Exhibit 7.03:	Equity Commitment Letter, by and among Mr. Hong and Parent, dated August 13, 2012
Exhibit 7.04:	Exchangeable Notes Subscription Agreement, by and CSOF FinTech Limited, CEL FinTech Limited, Mr. Hong and Parent, dated August 13, 2012
Exhibit 7.05:	Contribution Agreement, by and among the Reporting Persons and Parent, dated August 13, 2012
Exhibit 7.06:	Voting Agreement, by and among the Voting Shareholders and Parent, dated August 13, 2012
Exhibit 7.07:	Limited Guaranty, by Mr. Hong in favor of the Company, dated August 13, 2012

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  August 15, 2012
Weidong Hong
By:	/s/Weidong Hong

19

Sihitech Company Limited
By:	/s/Weidong Hong
Name:	Weidong Hong
Title:	Director/Officer
YUN SHI
By:	/s/Yun Shi
HONG WU
By:	/s/Hong Wu
DONG WANG
By:	/s/Dong Wang
STEVE SHIPING DAI
By:	/s/Steve Shiping Dai
CHUN ZHENG
By:	/s/Chun Zheng
XUN YANG
By:	/s/Xun Yang
WEIHUA HONG
By:	/s/Weihua Hong
LIJING REN
By:	/s/Lijing Ren
YANMEI WANG
By:	/s/Yanmei Wang
DANHUI MA
By:	/s/Danhui Ma
XINMIN YU
By:	/s/Xinmin Yu

20

REBECCA B. LE
By:	/s/Rebecca B. Le

21

EX-7.01

EXHIBIT 7.01

AGREEMENT OF JOINT FILING

The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated:   August 15, 2012

WEIDONG HONG
By:	/s/Weidong Hong
Sihitech Company Limited
By:	/s/Weidong Hong
Name:	Weidong Hong
Title:	Director/Officer
YUN SHI
By:	/s/Yun Shi
HONG WU
By:	/s/Hong Wu
DONG WANG
By:	/s/Dong Wang
STEVE SHIPING DAI
By:	/s/Steve Shiping Dai
CHUN ZHENG
By:	/s/Chun Zheng
XUN YANG
By:	/s/Xun Yang

WEIHUA HONG
By:	/s/Weihua Hong
LIJING REN
By:	/s/Lijing Ren
YANMEI WANG
By:	/s/Yanmei Wang
DANHUI MA
By:	/s/Danhui Ma
XINMIN YU
By:	/s/Xinmin Yu
REBECCA B. LE
By:	/s/Rebecca B. Le

EX-7.02

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

Dated as of August 13, 2012

among

New sihitech limited

New sihitech acquisition limited

and

YUCHENG TECHNOLOGIES LIMITED

Table of Contents

ARTICLE I
DEFINITIONS
1.1	Certain Definitions	5
1.2	Other Defined Terms	9
ARTICLE II
THE MERGER; CLOSING; EFFECTIVE TIME
2.1	The Merger	11
2.2	Closing	11
2.3	Effective Time	12
2.4	The Memorandum and Articles of Association	12
2.5	Directors	12
2.6	Officers	12
ARTICLE III
EFFECT OF THE MERGER ON ISSUED SHARE CAPITAL;
MERGER CONSIDERATION; EXCHANGE OF CERTIFICATES
3.1	Effect on Issued Share Capital	12
3.2	Exchange of Certificates	14
3.3	Treatment of Stock Plans	16
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
4.1	Organization, Good Standing and Qualification	17
4.2	Capital Structure	18
4.3	Corporate Authority; Approval and Fairness; No Violations	18
4.4	Government Approvals; Secured Creditors	19
4.5	Company Reports; Financial Statements	20
4.6	Schedule 13E-3; Proxy Statement	21
4.7	Absence of Certain Changes	21
4.8	Litigation and Liabilities	22
4.9	Employee Benefits	23
4.10	Compliance with Laws; Licenses	23
4.11	Material Contracts	25
4.12	Properties	26
4.13	Environmental Matters	26
4.14	Tax Matters	26
4.15	Labor Matters	27
4.16	Intellectual Property	27
4.17	Insurance	28

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4.18	Opinion of Financial Advisor	28
4.19	Affiliated Transactions	28
4.20	Brokers and Finders	28
4.21	No Additional Representations	28
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
5.1	Organization, Good Standing and Qualification	29
5.2	Corporate Authority	29
5.3	Financing	30
5.4	Capitalization.	31
5.5	Consents and Approvals; No Violations; Secured Creditors	31
5.6	Litigation	32
5.7	Brokers and Finders	32
5.8	Schedule 13E-3; Proxy Statement; Other Information	32
5.9	Solvency	33
5.10	Ownership of Securities	33
5.11	Voting Agreement; Rollover Agreement	33
5.13	Certain Arrangements	34
5.14	Buyer Contracts	34
5.15	Non-Reliance on Company Estimates	34
5.16	No Additional Representations	34
ARTICLE VI
COVENANTS
6.1	Conduct of Business Pending the Merger	35
6.2	Acquisition Proposals	39
6.3	Preparation of the Proxy Statement and Schedule 13E-3	42
6.4	Shareholders’ Meeting	42
6.5	Filings; Other Actions; Notification	43
6.6	Access and Reports	43
6.7	Stock Exchange Delisting	44
6.8	Publicity	44
6.9	Financing	44
6.10	Expenses	46
6.11	Indemnification; Directors’ and Officers’ Insurance	46
6.12	Resignations	48
6.13	Participation in Litigation	48
6.14	Actions Taken at the Direction of Mr. Hong	48
6.15	Employee Benefits Matters	48
6.16	Capitalization of Merger Sub	49
ARTICLE VII
CONDITIONS precedent
7.1	Conditions to Each Party’s Obligation to Effect the Merger	49

ii

7.2	Conditions to Obligations of Parent and Merger Sub	49
7.3	Conditions to Obligations of the Company	50
7.4	Frustration of Conditions Precedent	50
ARTICLE VIII
TERMINATION
8.1	Termination	51
8.2	Effect of Termination	53
8.3	Termination Fee	53
ARTICLE IX
MISCELLANEOUS AND GENERAL
9.1	Non-Survival of Representations and Warranties and Agreements	55
9.2	Modification or Amendment	55
9.3	Waiver	55
9.4	Governing Law and Venue	55
9.5	Notices	56
9.6	Entire Agreement	58
9.7	No Third Party Beneficiaries	58
9.8	Severability	58
9.9	Interpretation; Absence of Presumption	58
9.10	Assignment	59
9.11	Remedies	59
9.12	Confidentiality	60
9.13	Counterparts; Signatures	60
Appendix I	Plan of Merger
Appendix II	Rollover Shares

iii

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 13, 2012, is by and among New Sihitech Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), New Sihitech Acquisition Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands, all of the outstanding shares of which are owned by the Parent (“Merger Sub”), and Yucheng Technologies Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”).

WITNESSETH:

WHEREAS, the parties intend that Merger Sub be merged with and into the Company (the “Merger”), with the Company surviving the Merger upon the terms and subject to the conditions set forth in this Agreement and becoming a wholly owned Subsidiary of Parent as a result of the Merger;

WHEREAS, the board of directors of the Company, acting upon the unanimous recommendation of the Independent Committee, has (i) determined that it is in the best interest of the Company and its shareholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance by the Company of this Agreement and consummation of the transactions contemplated hereby, including the Merger and (iii) resolved to recommend the approval of this Agreement by the shareholders of the Company pursuant to Part IX of the British Virgin Islands Business Companies Act, 2004, as amended (the “BVI Companies Act”);

WHEREAS, the board of directors of each of Parent and Merger Sub has (i) approved the execution, delivery and performance by Parent and Merger Sub, as the case may be, of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and (ii) declared it advisable for Parent and Merger Sub, respectively to enter into this Agreement; and

WHEREAS, concurrently with the execution of this Agreement, as a condition and inducement to the Company’s willingness to enter into this Agreement, Mr. Weidong Hong (“Mr. Hong”, or the “Guarantor”) has delivered a guarantee in favor of the Company (the “Guarantee”) to guarantee the due and punctual performance and discharge of the obligations of Parent and Merger Sub under this Agreement.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, intending to be legally bound, the parties hereto agree as follows:

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ARTICLE I

DEFINITIONS

1.1           Certain Definitions. For purposes of this Agreement:

(a)          “Acquisition Proposal” means any bona fide written proposal or offer with respect to (i) a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination, scheme of arrangement or similar transaction involving the Company or any of its Subsidiaries, which if consummated would result in any Person becoming the beneficial owner of, directly or indirectly, 15% or more of the total voting power of the equity securities of the Company, and (ii) any acquisition by any Person, or proposal or offer, which if consummated would result in any Person becoming the beneficial owner of, directly or indirectly, in one or a series of related transactions, 15% or more of the total voting power of any class of equity securities of the Company, or 15% or more of the consolidated total assets (including equity securities of its Subsidiaries) of the Company, in each case other than the transactions contemplated by this Agreement.

(b)          “Affiliate” means, with respect to any Person, another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

(c)          “Business Day” means any day other than a Saturday or Sunday or a day on which banks are required or authorized to close in New York, the British Virgin Islands, Hong Kong or Beijing.

(d)          “Company Related Party” means the Company and its Subsidiaries and any of their respective former, current and future officers, employees, directors, partners, shareholders, management members or Affiliates (excluding any Buyer Group Party).

(e)          “Confidential Information” means any confidential or proprietary information, disclosed prior to or after the date hereof by one party or any of its Affiliates to the other party or any of its Affiliates, concerning the disclosing party’s business, financial condition, proprietary technology, research and development and other confidential matters, including any confidential or proprietary information provided under this Agreement, any other Transaction Documents, or any of the exhibits or schedule attached hereto. Confidential Information shall not include any information which (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party or its Representatives in violation of this Section 9.12 or other obligation of confidentiality, (ii) was available to the receiving party on a nonconfidential basis prior to its disclosure by the disclosing party or the disclosing party’s Representatives, or (iii) becomes available to the receiving party on a nonconfidential basis from a Person (other than the disclosing party or the disclosing party’s Representatives) who is not, or is reasonably believed by the receiving party not, prohibited from disclosing such information to the receiving party by a legal, contractual or fiduciary obligation to the disclosing party or any of the disclosing party’s Representatives.

5

(f)          “Environmental Law” means any applicable PRC local, provincial or national Law relating to: (a) the protection of health, safety or the environment or (b) the handling, use, transportation, disposal, release or threatened release of any Hazardous Substance.

(g)          “Hazardous Substance” means any chemical, pollutant, waste or substance that is: (a) listed, classified or regulated under any Environmental Law as hazardous substance, toxic substance, pollutant, contaminant or oil or (b) any petroleum product or by-product, asbestos-containing material, polychlorinated biphenyls or radioactive material.

(h)           “Independent Committee” means a committee of the Company’s board of directors consisting of three members of the board of directors of the Company that are not affiliated with Parent or Merger Sub and are not members of the Company’s management.

(i)           “Intellectual Property” means: (A) trademarks, service marks, brand names, corporate names, Internet domain names, logos, symbols, trade dress, trade names, and all other source indicators and all goodwill associated therewith and symbolized thereby; (B) patents and proprietary inventions and discoveries; (C) Trade Secrets; and (D) all applications and registrations, invention disclosures, and extensions, revisions, restorations, substitutions, modifications, renewals, divisions, continuations, continuations-in-part, reissues and re-examinations related to any of the foregoing.

(j)           “Knowledge” means, with respect to the Company, the actual knowledge of the Chief Financial Officer of the Company and Mr. Yingjun Li, Mr. Tianqing Chen and Mr. Zhendong Chang, members of the Independent Committee, and with respect to any other party hereto, the actual knowledge of any director of such party, in each case, after due inquiry.

6

(k)          “Material Adverse Effect” means any change, effect, event, circumstance, occurrence (any such item, an “Effect”) that has, or would reasonably be expected to have, either individually or in the aggregate with all changes, effects, events, circumstances, occurrences, have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole; provided, however, that none of the following, and no Effect, alone or in combination, related to or arising out of any of the following shall be taken into account in determining whether a Material Adverse Effect may exist: (A) the announcement of, or pendency of the transactions contemplated by, this Agreement or the identity of Parent or its shareholders as the acquiror of the Company, including without limitation, the initiation of litigation or other legal proceeding related to this Agreement or the transactions contemplated hereby; (B) any change in the Company’s stock price or trading volume (it being understood that any underlying cause contributing to such change in stock price or trading volume may be taken into account in determining whether a Material Adverse Effect has occurred or is reasonably expected to occur); (C) actions or omissions of the Company or any of its Subsidiaries taken (x) that are required by this Agreement, or (y) with the written consent, or at the request, of Parent, Merger Sub or Mr. Hong, other than the consent or request given by Mr. Hong in good faith in performing his duties as the chief executive officer of the Company; (D) any breach of this Agreement by Parent or Merger Sub; (E) Effects affecting the financial, credit or securities markets in the United States, the PRC or any other country or region in the world, including changes in interest rates or foreign exchange rates; (F) Effects affecting the industry in which the Company and its Subsidiaries operate; (G) changes in general business, economic or political conditions; (H) any Effect caused by acts of armed hostility, sabotage, terrorism or war (whether or not declared); including any escalation or worsening thereof; (I) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides or other natural disasters, or other similar force majeure events; (J) changes or modifications in (x) the generally accepted accounting principles applicable to the Company and its Subsidiaries occurring after the date of this Agreement or (y) applicable Law or the interpretation or enforcement thereof; (K) the failure by the Company or any of its Subsidiaries to meet any internal or industry estimates, expectations, forecasts, projections or budgets for any period (it being understood that the underlying cause of such failure may be taken into account in determining whether a Material Adverse Effect has occurred or is reasonably expected to occur); (L) any change or prospective change in the Company’s credit ratings; and (M) any loss of, or change in, the relationship of the Company or any of its Subsidiaries, contractual or otherwise, with its customers, suppliers, vendors, lenders, employees, investors, or joint venture partners arising out of the execution, delivery or performance of this Agreement, the consummation of the transactions contemplated hereby or the announcement of any of the foregoing; provided, however, that any Effect referred to in clauses (E), (F), (G), or (J) may be taken into account in determining whether there has been a Material Adverse Effect to the extent such Effect has a materially disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, as compared to other participants in the industry in which the Company and its Subsidiaries operate (in which case the incremental materially disproportionate impact or impacts may be taken into account in determining whether or not a Material Adverse Effect has occurred or is reasonably expected to occur).

(l)          “Permitted Liens” means (i) Liens for Taxes, assessments and governmental charges or levies not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) mechanics’, carriers’, workmen’s, repairmen’s, materialmen’s or other Liens or security interests that secure a liquidated amount that are being contested in good faith and by appropriate proceedings; (iii) leases, subleases and licenses (other than capital leases and leases underlying sale and leaseback transactions); (iv) Liens imposed by applicable Law; (v) pledges or deposits to secure obligations under workers’ compensation Laws or similar legislation or to secure public or statutory obligations; (vi) pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business; (vii) easements, covenants and rights of way (unrecorded and of record) and other similar restrictions of record, and zoning, building and other similar restrictions, in each case that do not adversely affect in any material respect the current use of the applicable property owned, leased, used or held for use by the Company or any of its Subsidiaries; (viii) Liens the existence of which are specifically disclosed in the notes to the consolidated financial statements of the Company included in any Company Reports filed prior to the date hereof; and (ix) any other Liens that do not secure a liquidated amount, that have been incurred or suffered in the ordinary course of business and that would not, individually or in the aggregate, have a Material Adverse Effect or a material effect on the Company or the ability of Parent to obtain the Debt Financing.

7

(m)          “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

(n)          “PRC” means the People’s Republic of China, but solely for purposes of this Agreement, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.

(o)          “Schedule 13E-3” means the transaction statement on Schedule 13E-3 under the Exchange Act to be filed pursuant to Section 13(e) of the Exchange Act (together with any amendments thereof or supplements thereto).

(p)          “Subsidiary” means, with respect to any party, any corporation, limited liability company, partnership or similar entity of which (x) such party or any other Subsidiary of such party is a general partner or (y) at least a majority of the securities (or other interests having by their terms ordinary voting power to elect a majority of the board of directors or other performing similar functions with respect to such corporation or other organization) is, directly or indirectly, owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.

(q)          “Superior Proposal” means an Acquisition Proposal (with all of the percentages included in the definition of Acquisition Proposal increased to fifty percent (50%)) that is not obtained in violation of Section 6.2 and the board of directors of the Company (acting through the Independent Committee) has determined in its good faith judgment is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and would, if consummated, result in a transaction more favorable to the Company’s shareholders from a financial point of view than the transactions contemplated by this Agreement (after taking into account any revisions to the terms of the transactions contemplated by this Agreement pursuant to Section 6.2).

8

(r)          “Tax” or “Taxes” means any and all federal, state, local or foreign taxes, fees, levies, duties, tariffs, imposts, and other similar charges (together with any and all interest, penalties and additions to tax) imposed by any governmental or taxing authority, including taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes; license, registration and documentation fees; and customs’ duties, tariffs, and similar charges, together with any interest or penalty, addition to tax or additional amount imposed by any Governmental Entity.

(s)          “Tax Return” means returns, reports, claims for refund, declarations of estimated Taxes and information statements, including any schedule or attachment thereto or any amendment thereof, with respect to Taxes filed or required to be filed with the Internal Revenue Service of the United States or any other Governmental Entity, domestic or foreign, including consolidated, combined and unitary tax returns.

(t)          “Trade Secrets” means confidential and proprietary information, trade secrets and know-how, including confidential and proprietary processes, technology, research, recipes, schematics, business methods, formulae, drawings, prototypes, models, designs, customer lists and supplier lists.

(u)          “Transaction Documents” means this Agreement, the Guarantee, the Financing Documents (and the New Financing Documents, if applicable), the Rollover Agreement and the Voting Agreement.

(v)         “US$” means the legal currency of the United States of America.

1.2           Other Defined Terms. The following terms have the meanings set forth in the Sections set forth below:

Defined Term	Location
Actions	4.8
Agreement	Recitals
Alternate Financing	6.9(b)
Alternative Acquisition Agreement	6.2(d)(ii)
Applicable Date	4.5(a)
Bankruptcy and Equity Exception	4.3(a)
Book-Entry Shares	3.1(a)
BVI Companies Act	Recitals
BVI Plan of Merger	2.3

9

Buyer Group Parties	5.14
Change of Recommendation	6.2(d)
Closing	2.2
Closing Date	2.2
Company	Recitals
Company Benefit Plans	4.9(a)
Company Disclosure Schedule	Article IV
Company IP	4.16
Company Option	3.3(a)
Company Recommendation	4.3(b)
Company Reports	4.5(a)
Contract	4.3(c)
Damages	6.11(b)
Debt Financing	5.3(b)
Dispute	9.4(b)
Dissenting Shareholders	3.1(a)
Dissenting Shares	3.1(a)
Effective Time	2.3
Employees	4.15
Environmental Permits	4.13
Equity Investment Agreement	5.3(b)
Equity Financing	5.3(b)
ERISA	4.9(a)
Exchange Act	4.4(a)
Exchange Fund	3.2(a)
Excluded Shares	3.1(a)
FCPA	4.10(c)
Financing	5.3(b)
Financing Documents	5.3(a)
Founder Shares	3.1(a)
GAAP	4.5(b)
Governmental Antitrust Entity	6.5(d)
Governmental Entity	3.2(d)
Guarantee	Recitals
Guarantor	Recitals
HKIAC	9.4(b)(i)
HKIAC Rules	9.4(b)(i)
Indemnified Parties	6.11(a)
Injunction	7.1(b)
Judgment	4.8
Laws	4.10(a)
Lender	5.3(b)
Liabilities	4.8
Licenses	4.10(b)
Lien	4.2
Material Contract	4.11(a)
Memorandum and Articles of Association	2.4
Merger	Recitals
Merger Sub	Recitals
Mr. Hong	Recitals

10

NASDAQ	6.7
New Financing Documents	6.9(b)
Non-Wholly Owned Subsidiaries	4.2
Notice of Superior Proposal	6.2(d)
Owned Real Property	4.12(a)
Parent	Recitals
Parent Termination Fee	8.3(b)
Paying Agent	3.2(a)
Representatives	6.2(b)
Requisite Company Vote	4.3(a)
Per Share Merger Consideration	3.1(a)
Rollover Agreement	5.12
Rollover Shares	3.1(a)
Proxy Statement	4.4(a)
RSU	3.3(b)
Sarbanes-Oxley Act	4.5(a)
SEC	Article IV
Securities Act	4.5(a)
Shares	3.1(a)
Share Certificate	3.1(a)
Shareholders’ Meeting	6.4
Stock Plan	4.2
Subscription Agreement	5.3(b)
Surviving Company	2.1
Termination Date	8.1(b)(i)
Termination Fee	8.3(a)
Voting Agreement	5.12
Wholly Owned Subsidiaries	4.2

ARTICLE II

THE MERGER; CLOSING; EFFECTIVE TIME

2.1           The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the BVI Companies Act at the Effective Time, Merger Sub shall be merged with and into the Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company shall be the surviving company in the Merger (the “Surviving Company”) and shall succeed to and assume all the undertakings, property, assets, rights, privileges, immunities, powers, franchises, debts, liabilities, duties and obligations of Merger Sub and the Company in accordance with the BVI Companies Act except as set forth in Section 2.4.

2.2           Closing. Unless otherwise mutually agreed in writing between the Company, Merger Sub, and Parent, the closing for the Merger (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom, 42/F, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong commencing at 9:00 p.m. (Hong Kong time) on the third Business Day (the “Closing Date”) immediately following the day on which the last to be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) shall be satisfied or waived in accordance with this Agreement, unless another date, time or place is agreed to in writing by Parent and the Company.

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2.3           Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Merger Sub and the Company shall execute a plan of merger (the “BVI Plan of Merger”), substantially in the form contained in Appendix I hereto and the Company shall file the BVI Plan of Merger, and other documents required by the BVI Companies Act with the Registrar of Corporate Affairs of the British Virgin Islands in accordance with the BVI Companies Act, and, as soon as practicable on or after the Closing Date, shall make or cause to be made all other filings or recordings required under the BVI Companies Act. The Merger shall become effective at the time when the BVI Plan of Merger has been registered by the Registrar of Corporate Affairs of the British Virgin Islands or at such other subsequent date or time within 30 days of the date of registration of the BVI Plan of Merger as Merger Sub and the Company may agree and specify in the Plan of Merger in accordance with the BVI Companies Act (the “Effective Time”).

2.4           The Memorandum and Articles of Association. As of the Effective Time, the memorandum and articles of association of Merger Sub then in effect shall be the memorandum and articles of association of the Surviving Company (except that, at the Effective Time, clause 1 of the memorandum and articles of association of the Surviving Company shall be amended to be and read as follows: “The name of the company is Yucheng Technologies Limited”) (the “Memorandum and Articles of Association”) until thereafter changed or amended as provided therein or by applicable Law.

2.5           Directors. The parties hereto shall take all actions necessary so that the board of directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Company, unless otherwise determined by Parent prior to the Effective Time, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Memorandum and Articles of Association.

2.6           Officers. The parties hereto shall take all actions necessary so that the officers of the Company at the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Company, unless otherwise determined by Parent prior to the Effective Time, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Memorandum and Articles of Association.

ARTICLE III

EFFECT OF THE MERGER ON ISSUED SHARE CAPITAL;
MERGER CONSIDERATION; EXCHANGE OF CERTIFICATES

3.1           Effect on Issued Share Capital. At the Effective Time, as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub or any other shareholders of the Company:

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(a)          Merger Consideration. Each ordinary share, of no par value, of the Company (a “Share” or, collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined below) shall be cancelled in exchange for the right to receive US$3.90 in cash per Share without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares (other than any Dissenting Shares that shall be cancelled in accordance with Section 179 of the BVI Companies Act and any Rollover Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist and the register of members of the Surviving Company will be amended accordingly. Each certificate formerly representing any of the Shares (a “Share Certificate”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration without interest, and any Dissenting Shares shall thereafter represent only the right to receive the applicable payments set forth in Section 3.2(f). “Excluded Shares” means, collectively, (i) any Shares beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by Mr. Weidong Hong (“Mr. Hong”) or any Person controlled by Mr. Hong prior to the Effective Time (“Founder Shares”), (ii) the Shares beneficially owned by certain holders of Shares (the “Rollover Shareholders”) as set forth on Appendix II hereto (the “Rollover Shares”) and (iii) Shares (“Dissenting Shares”) owned by holders of Shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 179 of the BVI Companies Act (“Dissenting Shareholders”). In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer self-tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted to reflect such change and as so adjusted shall, from and after the date of such change, be the Per Share Merger Consideration.

(b)          Founder Shares. Each of the Founder Shares shall, by virtue of the Merger and without any action on the part of its holder, be cancelled and retired and shall cease to exist and no consideration shall be delivered with respect thereto.(c)          Rollover Shares. None of the Rollover Shares shall be cancelled nor shall the Rollover Shareholders have the right to receive any Per Share Merger Consideration. The Rollover Shareholders’ legal and beneficial ownership of such Rollover Shares shall survive the Merger.

(d)          Merger Sub. At the Effective Time, each ordinary share, par value US$1.0 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and non-assessable ordinary share, par value US$1.0 per share, of the Surviving Company. Such ordinary shares, together with the Rollover Shares and the Dissenting Shares (unless cancelled in accordance with Section 179 of the BVI Companies Act), shall be the only issued and outstanding share capital of the Surviving Company and this will be reflected in the register of members of the Surviving Company.

(e)          Untraceable and Dissenting Shareholders. Remittances for the Per Share Merger Consideration shall not be sent to shareholders who are untraceable unless and until, except as provided below, they notify the Paying Agent (as defined below) of their current contact details prior to the Effective Time. A Company shareholder will be deemed to be untraceable if (i) he has no registered address in the register of members (or branch register) maintained by the Company or, (ii) on the last two consecutive occasions on which a dividend has been paid by the Company a cheque payable to such shareholder either (A) has been sent to such shareholder and has been returned undelivered or has not been cashed or (B) has not been sent to such shareholder because on an earlier occasion a cheque for a dividend so payable has been returned undelivered, and in any such case no valid claim in respect thereof has been communicated in writing to the Company, or (iii) notice of the Company shareholders’ meeting has been sent to such shareholder and has been returned undelivered. Monies due to Dissenting Shareholders and shareholders of the Company who are untraceable and any monies which are returned shall be held by the Surviving Company in a separate non-interest bearing bank account for the benefit of Dissenting Shareholders and shareholders of the Company who are untraceable. Monies unclaimed after a period of seven years from the date of the notice of the Shareholders’ Meeting shall be forfeited and shall revert to the Surviving Company. Dissenting Shareholders and shareholders of the Company who are untraceable who subsequently wish to receive any monies otherwise payable in respect of the Merger within applicable time limits or limitation periods should contact the Surviving Company.

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3.2           Exchange of Certificates.

(a)          Paying Agent. At the Effective Time, Parent shall deposit, or shall cause to be deposited, with a bank or trust company selected by Parent with the Company’s prior approval (such approval not to be unreasonably withheld, conditioned or delayed) (the “Paying Agent”), for the benefit of the holders of Shares, a cash amount in immediately available funds sufficient for the Paying Agent to make payments under Section 3.1(a) and Section 3.2(f) (such aggregate cash amount being hereinafter referred to as the “Exchange Fund”), and in case of payments under Section 3.2(f), an amount equal to the number of Dissenting Shares multiplied by the Per Share Merger Consideration).

(b)          Exchange Procedures. Promptly after the Effective Time (and in any event within (x) five Business Days in the case of registered shareholders and (y) three Business Days in the case of the Depository Trust Company on behalf of beneficial holders holding through brokers, nominees, custodians or through a third-party), the Surviving Company shall cause the Paying Agent to mail (or in the case of the Depository Trust Company, deliver) to each registered holder of Shares (other than holders of Excluded Shares) (i) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Share Certificates and Book-Entry Shares shall pass, only upon delivery of the Share Certificates (or affidavits and indemnities of loss in lieu of the Share Certificates as provided in Section 3.2(e)) and Book-Entry Shares to the Paying Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for effecting the surrender of the Share Certificates (or affidavits and indemnities of loss in lieu of the Share Certificates as provided in Section 3.2(e)) and Book-Entry Shares in exchange for the Per Share Merger Consideration, as applicable. Upon surrender of a Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 3.2(e)) or Book-Entry Shares to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Share Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor a cheque, in the amount (after giving effect to any required tax withholdings as provided in Section 3.2(g)) equal to (x) the number of Shares represented by such Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 3.2(e)) or the number of Book-Entry Shares multiplied by (y) the Per Share Merger Consideration, and the Share Certificate or Book-Entry Shares so surrendered shall forthwith be marked as cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Share Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the register of members of the Company, a cheque for any cash to be exchanged upon due surrender of the Share Certificate or Book-Entry Shares may be issued to such transferee if the Share Certificates or Book-Entry Shares formerly representing such Shares are presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable share transfer taxes have been paid or are not applicable.

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(c)          Transfers. From and after the Effective Time, no transfers of Shares shall be effected in the register of members of the Company. If, after the Effective Time, any Share Certificate or Book-Entry Shares are presented to the Surviving Company, Parent or the Paying Agent for transfer or any other reason, such Share Certificates or Book-Entry Shares (except for the Rollover Shares and the Dissenting Shares) shall be cancelled and (except for Excluded Shares) shall be exchanged for the cash amount in immediately available funds to which the holder of the Share Certificate or Book-Entry Shares is entitled pursuant to this Article III.

(d)          Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments of the Exchange Fund) that remains unclaimed by the shareholders of the Company for nine (9) months after the Effective Time shall be delivered to the Surviving Company. Any holder of Shares (other than Excluded Shares) who has not theretofore complied with this Article III shall thereafter look only to the Surviving Company for payment of the Per Share Merger Consideration to which such holder is entitled pursuant to this Article III upon due surrender of its Share Certificates (or affidavits and indemnities of loss in lieu of the Share Certificates as provided in Section 3.2(e)) or Book-Entry Shares, without any interest thereon. Notwithstanding the foregoing, none of the Surviving Company, Parent, the Paying Agent or any other Person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, bona vacantia, escheat or similar Laws. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any domestic, multinational or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (a “Governmental Entity”) shall become, to the extent permitted by applicable Laws, the property of the Surviving Company or its designee, free and clear of all claims or interest of any Person previously entitled thereto.

(e)          Lost, Stolen or Destroyed Certificates. In the event any Share Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Share Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or by the Paying Agent, the posting by such Person of a bond in customary amount and upon such terms as may be reasonably required by Parent or the Paying Agent as indemnity against any claim that may be made against it or the Surviving Company with respect to such Share Certificate, the Paying Agent will issue a cheque in the amount (after giving effect to any required tax withholdings) equal to (x) the number of Shares represented by such lost, stolen or destroyed Share Certificate multiplied by (y) the Per Share Merger Consideration.

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(f)          Dissenters’ Rights. No Dissenting Shareholder shall be entitled to receive the Per Share Merger Consideration with respect to their Dissenting Shares. Each Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in Section 179 of the BVI Companies Act with respect to Dissenting Shares owned by such Dissenting Shareholder. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to any rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the BVI Companies Act. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

(g)          Transfer Books; No Further Ownership Rights. The Per Share Merger Consideration paid in respect of the Shares upon the surrender for exchange of Share Certificates or for Book-Entry Shares in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously represented by such Share Certificates or Book-Entry Shares, and at the Effective Time, the register of members of the Company shall be closed and thereafter there shall be no further registration of transfers on the register of members of the Surviving Company of Shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Share Certificates or Book-Entry Shares that evidenced ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, any Share Certificate is presented to the Surviving Company, Parent or the Paying Agent for transfer or any other reason, such Share Certificate (except for the Rollover Shares) shall be cancelled and (except for the Founder Shares and the Rollover Shares) shall be exchanged for the cash amount in immediately available funds to which the holder of the Share Certificate is entitled pursuant to this Article III.

(h)          Tax Withholding. Each of Parent, the Surviving Company and the Paying Agent, without double counting, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares, Company Options or RSUs such amounts as it reasonably determines in good faith it is required to deduct and withhold with respect to Taxes. To the extent that amounts are so withheld by Parent, the Surviving Company or the Paying Agent, such withheld amounts (i) shall be remitted by Parent, the Surviving Company or the Paying Agent to the applicable Governmental Entity, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares or Company Options in respect of which such deduction and withholding was made.

(i)          Agreement of Fair Value. Parent, Merger Sub and the Company respectively agree that the Per Share Merger Consideration represents the fair value of the Shares for the purposes of Section 179(8) of the BVI Companies Act.

3.3           Treatment of Stock Plans.

(a)          Treatment of Options. At the Effective Time, each outstanding option to purchase Shares (a “Company Option”) under the Stock Plan shall be cancelled and converted into the right to receive, as soon as reasonably practicable after the Effective Time, an amount in cash equal to (x) the total number of Shares subject to the Company Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per Share of such Company Option.

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(b)          Treatment of RSUs. At the Effective Time, each share of restricted stock of the Company (“RSU”) shall, without any action on the part of the holder thereof, be converted into and thereafter evidence the right to receive, without interest, the Per Share Merger Consideration. The right to receive any Share under such RSU, when converted in accordance with this Section 3.3(b), shall no longer be outstanding, shall automatically be canceled and shall cease to exist.

(c)          Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company or the compensation committee of the board of directors of the Company, as applicable, shall adopt any resolutions and take any actions which are reasonably necessary to effectuate the provisions of Section 3.3(a) and 3.3(b). The Company shall take all reasonable actions necessary to ensure that from and after the Effective Time neither Parent nor the Surviving Company will be required to deliver Shares or other share capital of the Company to any Person pursuant to or in settlement of Company Options.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (i) as may be disclosed in the Company Reports filed with the Securities and Exchange Commission (the “SEC”) prior to the date hereof (excluding, in each case, any nonspecific disclosures set forth in any risk factor section to the extent they are general, nonspecific and forward looking statements or cautionary or forward-looking in nature), (ii) as may be disclosed in this Agreement or in the corresponding sections or subsections of the disclosure schedule delivered to Parent by the Company on the date hereof (the “Company Disclosure Schedule”), or (iii) for any matters with respect to which Mr. Hong has an actual knowledge as of the date hereof, the Company hereby represents and warrants to Parent and Merger Sub that:

4.1           Organization, Good Standing and Qualification. Each of the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing (to the extent the relevant jurisdiction recognizes such concept of good standing) under the Laws of its respective jurisdiction of organization, and each of the Company and its Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and in good standing (to the extent the relevant jurisdiction recognizes such concept of good standing) as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. A true, complete and correct copy of the memorandum and articles of association of the Company as amended to date has been publicly filed by the Company as part of the Company Reports.

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4.2           Capital Structure. The authorized share capital of the Company consists of (x) 60,000,000 Shares of no par value, of which, as of the date of this Agreement, 20,002,299 Shares are outstanding, including 243,424 RSUs under the Company’s Performance Equity Plan adopted by the shareholders of the Company on November 24, 2006 (the “Stock Plan”), and (y) 1,000,000 preferred shares, of no par value, of which, none are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of the date hereof, there are no outstanding Company Options under the Stock Plan. Each of the outstanding shares of share capital or other securities of each of the Company’s directly or indirectly wholly owned Subsidiaries, which are set forth in Section 4.2 of the Company Disclosure Schedule (“Wholly Owned Subsidiaries”), has been duly authorized, and validly issued, and is fully paid and nonassessable (to the extent such concept is applicable in the relevant jurisdiction) and owned by the Company or by another Wholly Owned Subsidiary, free and clear of any lien, charge, pledge, security interest, mortgage, claim or other encumbrance (each, a “Lien” and collectively, “Liens”). Each of the outstanding shares of capital stock or other securities that are directly or indirectly owned by the Company of each of the Company’s Subsidiaries that are not Wholly Owned Subsidiaries, which are set forth in Section 4.2 of the Company Disclosure Schedule (“Non-Wholly Owned Subsidiaries”), has been duly authorized, and validly issued, and is fully paid and nonassessable (to the extent such concept is applicable in the relevant jurisdiction) and owned by the Company or by a Subsidiary, free and clear of any Lien other than Permitted Liens. Except as set forth in this Section 4.2, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of share capital or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. The Company is not party to a shareholder rights agreement, “poison pill” or similar agreement or plan.

4.3           Corporate Authority; Approval and Fairness; No Violations.

(a)          The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger and the transactions contemplated hereby in accordance with the terms hereof, subject only to approval of this Agreement by an affirmative vote of holders of Shares representing at least two-thirds of the Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Merger and the other transactions contemplated hereby, have been duly authorized and approved by its board of directors, acting upon the unanimous recommendation of the Independent Committee, and, except for obtaining the Requisite Company Vote, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Merger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

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(b)          The board of directors of the Company, acting upon the unanimous recommendation of the Independent Committee, has (i) determined that the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company and its shareholders, (ii) approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby and (iii) resolved to recommend approval of this Agreement to the holders of Shares (the “Company Recommendation”). The board of directors of the Company, acting upon the unanimous recommendation of the Independent Committee, has directed that this Agreement be submitted to the holders of Shares for their approval.

(c)          Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the Merger or the other transactions contemplated hereby, will (i) conflict with or violate any provision (x) of the memorandum and articles of association of the Company or (y) of the similar organizational documents of any of the Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and the Requisite Company Vote are obtained and the filings referred to in Section 4.4 are made, (x) violate any Laws applicable to the Company or any of its Subsidiaries, (y) violate or constitute a default under any of the terms, conditions or provisions of any loan or credit agreement, letter of credit, guarantee, power of attorney, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, contract, agreement, commitment, arrangement, or understanding (each, whether oral or written, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract or (z) result in the creation of any Lien on any properties or assets of the Company or any of its Subsidiaries, except in the case of clause (ii), as would not reasonably be expected to have a Material Adverse Effect.

4.4           Government Approvals; Secured Creditors.

(a)          Except for (i) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including the joining of the Company in the filing of the Schedule 13E-3, which shall incorporate by reference a proxy statement relating to the Merger to be prepared in connection with the Shareholders’ Meeting (including any amendments or supplements thereto, the “Proxy Statement”), (ii) compliance with the rules and regulations of the NASDAQ and (iii) the filing of the BVI Plan of Merger with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to the BVI Companies Act, no consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Entity are necessary for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby, except for those the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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(b)          The Company does not have any secured creditors.

4.5           Company Reports; Financial Statements.

(a)          The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), since January 1, 2010 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). No Subsidiary of the Company is or has been required to file or furnish any periodic reports with the SEC. Except as otherwise provided in Section 4.5(a) of Company Disclosure Schedule, each of the Company Reports, at the time of its filing or being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, applicable accounting standards and the Sarbanes-Oxley Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “Sarbanes-Oxley Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each in effect on such dates. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

(b)          The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) that are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles (“GAAP”) and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.

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(c)          Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, changes in shareholders’ equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, in all material respects, the results of operations, changes in shareholders’ equity and cash flows, as the case may be, of such companies for the periods set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments which are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements), in each case in accordance with GAAP and the rules and standards of the Public Company Accounting Oversight Board except as may be noted therein.

(d)          The Company has implemented disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are reasonably designed to ensure that material information relating to the Company, including its Subsidiaries, required to be included in reports filed under the Exchange Act is made known to the chief executive officer and chief financial officer of the Company or other persons performing similar functions by others within those entities. Neither the Company nor, to the Company’s Knowledge, the Company’s independent registered public accounting firm has identified or been made aware of “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and procedures which would adversely affect the Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated.

4.6           Schedule 13E-3; Proxy Statement. Neither the Schedule 13E-3 nor the Proxy Statement will, with respect to the Schedule 13E-3, as of the date it and any amendment or supplement to it is filed with the SEC or, with respect to the Proxy Statement, at the time of each of (a) the mailing of the Proxy Statement or any amendments or supplements thereto and (b) the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. The Schedule 13E-3 will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of any Person other than the Company for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3.

4.7           Absence of Certain Changes. Since December 31, 2011 to the date hereof, except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto, (i) the Company and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice, and (ii) there has not been:

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(a)          any amendment or modification to the memorandum and articles of association or other similar organizational documents (whether by merger, consolidation or otherwise) of the Company or any of its Subsidiaries;

(b)          any change in the financial condition, business or results of their operations or any circumstance, occurrence or development which, individually or in the aggregate, constitutes a Material Adverse Effect;

(c)          any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of share capital of the Company or any of its Subsidiaries (except for dividends or other distributions by any Subsidiary to the Company or to any Subsidiary of the Company);

(d)          any material change in any method of accounting or accounting practice by the Company or any of its Subsidiaries;

(e)           (x) any material increase in the compensation or benefits payable or to become payable to its officers or employees (except for increases in the ordinary course of business and consistent with past practice and the acceleration of vesting of 243,424 RSUs pursuant to the Stock Plan) or (y) any establishment, adoption, entry into or material amendment of any collective bargaining, bonus, profit sharing, equity, thrift, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee, except to the extent required by applicable Law; or

(f)          any agreement to do any of the foregoing.

4.8           Litigation and Liabilities. As of the date hereof, there are no civil, criminal, administrative or other actions, suits, claims, oppositions, litigations, hearings, arbitrations, investigations or other proceedings (“Actions”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries except for any such Actions that would not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise (“Liabilities”) that would be required by GAAP to be reflected on a consolidated financial statements of the Company and its Subsidiaries, except (a) as reflected or reserved against in the Company’s consolidated financial statements (and the notes thereto) included in the Company Reports filed after the Applicable Date but prior to the date hereof, (b) for Liabilities incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Company Reports, (c) for Liabilities incurred pursuant to the transactions contemplated by this Agreement, or (d) for Liabilities that do not constitute a Material Adverse Effect or are not reasonably likely to prevent or materially impair the consummation of the transactions contemplated by this Agreement. As of the date hereof, neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement (“Judgment”) of any Governmental Entity which has, or would reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or would reasonably be expected to prevent or materially impair the consummation of the transactions contemplated by this Agreement.

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4.9           Employee Benefits.

(a)          All material benefit and compensation plans, employment agreements, contracts, policies or arrangements covering current or former employees of the Company and its Subsidiaries and current or former directors of the Company, including “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and deferred compensation, severance, stock option, stock purchase, stock appreciation rights, Company stock-based, incentive and bonus plans (the “Company Benefit Plans”), including Company Benefit Plans maintained outside of the United States primarily for the benefit of Employees working outside of the United States, are listed in Section 4.9(a) of the Company Disclosure Schedule.

(b)          None of the Company Benefit Plans was or is subject to ERISA.

(c)          Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with another event, such as a termination of employment) will (i) result in any payment becoming due to any current or former director or current or former employee of the Company or any of its Subsidiaries under any of the Company Benefit Plans or otherwise, (ii) increase any benefits otherwise payable under any of the Company Benefit Plans, or (iii) result in any acceleration of the time of payment or vesting of any such benefits (other than the acceleration of vesting of 243,424 RSUs under the Stock Plan).

(d)          There is no outstanding order against the Company Benefit Plans that has or would reasonably be expected to have a Material Adverse Effect.

(e)          The Company is not obligated, pursuant to any of the Company Benefit Plans or otherwise, to grant any options to purchase Shares or RSUs to any Employees, consultants or directors of the Company after the date hereof.

4.10         Compliance with Laws; Licenses.

(a)          Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or would not reasonably be expected to prevent or materially impair the consummation of the transactions contemplated by this Agreement, the businesses of each of the Company and its Subsidiaries have not been, since December 31, 2010, and are not being conducted in violation of any applicable United States federal, state or local, non-United States national, provincial or local, or multinational law, statute or ordinance, common law, or any rule, regulation, directive, treaty provision applicable to the Company and its Subsidiaries, Judgment, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”). No investigation, audit or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity notified the Company of its intention to conduct the same, except for (A) such investigations or reviews that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and/or (B) any investigation or review related to the Merger. As of the date hereof, neither the Company nor any of its Subsidiaries has received any notice or communication of any material noncompliance with any applicable Laws that has not been cured as of the date hereof.

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(b)          The Company and its Subsidiaries each has made application or obtained, renewed and is in compliance with all material permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except for any such License the absence or non-renewal of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c)          Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any of its Subsidiaries is subject to any pending or, to the Knowledge of the Company, threatened, investigation by any Governmental Entity in the PRC or elsewhere pursuant to applicable anti-corruption Laws (including the PRC Law on Anti-Unfair Competition adopted on September 2, 1993, if applicable, and the Interim Rules on Prevention of Commercial Bribery issued by the PRC State Administration of Industry and Commerce on November 15, 1996) with respect to corrupt practices in the procurement by Governmental Entities. Neither the Company nor any of its Subsidiaries has, nor, to the Knowledge of the Company, has any officer or employee of the Company or any of its Subsidiaries, been convicted of any violation of such applicable anti-corruption Laws. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or kind for the purpose of making or receiving any referral which violated such anti-corruption Law. Neither the Company nor its Subsidiaries nor, to the Knowledge of the Company, any of their respective directors, officers, agents, employees or affiliates has taken any action, directly or indirectly, that could result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA. The Company and its Subsidiaries have, to the Knowledge of the Company, conducted their businesses in compliance with the FCPA in all material respects.

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4.11         Material Contracts.

(a)          Except for this Agreement, the Contracts filed as exhibits to the Company Reports and the Contracts described in Section 4.11(a) of the Company Disclosure Schedule, as of the date hereof, none of the Company or its Subsidiaries is a party to or bound by:

(i)          any Contract that is required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act;

(ii)         any Contract involving the payment or receipt of amounts by the Company or any of its Subsidiaries, or relating to indebtedness for borrowed money or any financial guarantee, of more than US$5,000,000 in any calendar year on its face;

(iii)        any Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than US$3,000,000;

(iv)        any Contract relating to the formation, creation, operation, management or control of any joint venture;

(v)         any Contract between the Company or any of its Subsidiaries and any director or executive officer of the Company or any Person beneficially owning five percent or more of the outstanding Shares required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act; and

(vi)        any non-competition Contract or other Contract that limits or purports to limit in any material respect the type of business in which the Company or its Subsidiaries may engage, the type of goods or services which the Company or its Subsidiaries may manufacture, produce, import, export, offer for sale, sell or distribute or the manner or locations in which any of them may so engage in any business or use their assets.

Each such Contract described in clauses (i) through (vi) above is referred to herein as a “Material Contract”.

(b)          Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each of the Material Contracts is valid and binding on the Company or its Subsidiaries, as the case may be, and, to the Knowledge of the Company, each other party thereto, and is in full force and effect subject to the Bankruptcy and Equity Exception; and (ii) there is no material breach or default under any Material Contracts by the Company or any of its Subsidiaries.

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4.12         Properties. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) with respect to real property owned by the Company or any of its Subsidiaries, and all buildings, structures, improvements, and fixtures thereon (the “Owned Real Property”), (i) the Company or its applicable Subsidiary has good and marketable title, or validly granted long term land use rights and building ownership rights, as applicable, to the Owned Real Property, free and clear of any Lien, and (ii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion of the Owned Real Property or interest therein, and (b) with respect to real property leased, subleased or licensed to the Company or any of its Subsidiaries, the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect.

4.13         Environmental Matters. The Company and its Subsidiaries are in all material respects in compliance with all applicable Environmental Laws. To the extent applicable, the Company and each of its Subsidiaries have obtained and possess all material permits, licenses and other authorizations currently required for their establishment and their operation under any Environmental Law (“Environmental Permits”), and all such Environmental Permits are in full force and effect. No property currently or, to the Company’s Knowledge, formerly owned or operated by the Company or any of its Subsidiaries has been contaminated with or is releasing any Hazardous Substance in a manner that would reasonably be expected to require remediation or other action pursuant to any Environmental Law. Neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries is in material violation of or materially liable under any Environmental Law. Neither the Company nor any of its Subsidiaries is subject to any order, decree or injunction with any Governmental Entity or agreement with any third party concerning any material liability under any Environmental Law or relating to Hazardous Substances. This Section 4.13 constitutes the only representations and warranties of the Company with respect to any Environmental Law.

4.14         Tax Matters. The Company and each of its Subsidiaries (i) have prepared (or caused to be prepared) and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them and all such filed Tax Returns are true, complete and accurate in all material respects; and (ii) have timely paid all Taxes that are shown as due on such filed Tax Returns, other than any such Taxes that are being contested in good faith, have not been finally determined and have been adequately reserved against in accordance with GAAP on the balance sheet of the Company and its Subsidiaries (other than in the notes thereto), and any Taxes that the Company or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith. As of the date hereof, there are no (x) pending or, to the Knowledge of the Company, threatened audits, examinations, investigations or other proceedings in respect of material Taxes or material Tax matters, or (y) material Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Permitted Liens.

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4.15         Labor Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, as of the date hereof, (a) there is no pending or, to the Company’s Knowledge, threatened dispute in respect of employment matters with the directors of the Company or any of its Subsidiaries or with any of the employees or former employees of the Company or any of its Subsidiaries, (b) each of the Company and its Subsidiaries is in compliance with all applicable Laws of the PRC respecting employment, employment practices, labor, terms and conditions of employment and wages and hours, in each case, with respect to each of their current (including those on layoff, disability or leave of absence, whether paid or unpaid), former, or retired employees, officers, consultants, independent contractors providing individual services, agents or directors of the Company or any Subsidiary of the Company (collectively, “Employees”), and (c) other than regular payments to be made in the ordinary course of business consistent with past practice or required by applicable Law, neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits for Employees.

4.16         Intellectual Property.

(a)          Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the Company and its Subsidiaries own or have sufficient rights to use all Intellectual Property that is used in their respective businesses as currently conducted (the “Company IP”); (ii) all of the registrations and applications included in the Company IP owned by, and, to the Company’s Knowledge, the Company IP exclusively licensed to, the Company and its Subsidiaries, are subsisting; and (iii) all of the Company IP are free and clear of any Lien other than Permitted Liens.

(b)          Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the conduct of the business of the Company and/or the conduct of the business of each of its Subsidiaries nor the Company IP infringes, dilutes, misappropriates or otherwise violates any Intellectual Property rights of any third party; and to the Company's Knowledge, no third party is infringing, diluting, misappropriating or otherwise violating any material Company IP owned or exclusively licensed by the Company or its Subsidiaries.

(c)          The Company and its Subsidiaries take and have taken commercially reasonable measures to maintain, preserve and protect the confidentiality of all material Trade Secrets, and to the Company’s Knowledge, such Trade Secrets have not been used, disclosed or discovered by any Person except pursuant to valid and appropriate non-disclosure and/or license agreements or pursuant to obligations to maintain confidentiality arising by operation of law.

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4.17         Insurance. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) all material insurance policies and all material self insurance programs and arrangements relating to the business, assets, liabilities and operations of the Company and its Subsidiaries are in full force and effect; (b) the Company has no reason to believe that it or any of its Subsidiaries will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted at a reasonable cost; (c) as of the date hereof, neither the Company nor any of its Subsidiaries has received any threatened termination of, material premium increase with respect to, or material alteration of coverage under, any of its respective insurance policies in writing; and (d) neither the Company nor any of its Subsidiaries has been denied any insurance coverage which it has sought or for which it has applied.

4.18         Opinion of Financial Advisor. The Independent Committee has received the opinion of Roth Capital Partners, to the effect that, as of the date of such opinion, and subject to the various assumptions, qualifications and limitations set forth therein, the Per Share Merger Consideration to be received by holders of Shares (other than holders of Excluded Shares) is fair, from a financial point of view, to such holders and a copy of such opinion will promptly be provided to Parent, solely for informational purposes, following receipt thereof by the Independent Committee. It is understood and agreed that such opinion may not be relied on by Parent or Merger Sub.

4.19         Affiliated Transactions. Except for Mr. Hong and his Affiliates, no officer or director of the Company or any of its Subsidiaries or Affiliates, or any individual in such Person’s immediate family (a) is a party to or the beneficiary of any material agreement, contract, commitment or transaction with the Company or any of its Subsidiaries (other than this Agreement), (b) owns, directly or indirectly, any material interest in, or is an officer, director, employee or consultant of, any Person which is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of, or lender to or borrower from, the Company or any of its Subsidiaries, (c) owns, directly or indirectly, in whole or in part, or has any right to use any tangible or intangible property that is owned by the Company or any of its Subsidiaries or that is used in or related to the operation of their respective businesses, or (d) receives any payment or other benefit from the Company or any of its Subsidiaries, has filed a cause of action or other claim against, or owes or has advanced any material amount to, the Company or any of its Subsidiaries.

4.20         Brokers and Finders. The Company has not employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the Merger or the other transactions contemplated in this Agreement, except that the Independent Committee, has engaged Roth Capital Partners as its financial advisor. The Company has made available to Parent and Merger Sub a complete and accurate copy of all agreements pursuant to which any financial advisor to the Company is entitled to any fees and expenses in connection with any of the transactions contemplated by this Agreement.

4.21         No Additional Representations. Except for the representations and warranties made by the Company in this Article IV, Parent and Merger Sub acknowledge that neither the Company nor any other Person makes any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries, notwithstanding the delivery or disclosure to Parent or any of its Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Neither the Company nor any other Person will have or be subject to any liability or indemnity obligations to Parent, Merger Sub or any other Person resulting from the distribution or disclosure or failure to distribute or disclose to Parent, Merger Sub or any of its Affiliates or Representatives, or their use of, any information, unless and to the extent such information is expressly included in the representations and warranties contained in this Article IV.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Parent and Merger Sub hereby jointly and severally represent and warrant to the Company that:

5.1           Organization, Good Standing and Qualification. Each of Parent and Merger Sub is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in such good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Each of Parent and Merger Sub has made available to the Company complete and correct copies its memorandum and articles of association, or similar governing documents, as currently in effect.

5.2           Corporate Authority.

(a)          Each of Parent and Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger and the transactions contemplated hereby in accordance with the terms hereof. This Agreement has been duly executed and delivered by Parent and Merger Sub and is a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(b)          The board of directors of Parent, the board of directors of Merger Sub, and Parent as the sole shareholder of Merger Sub, have duly and validly approved by resolution and authorized the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement by Parent and Merger Sub, as the case may be, and taken all such actions as may be required to be taken by the board of directors of Parent, the board of directors of Merger Sub and by Parent as the sole shareholder of Merger Sub to effect the transactions contemplated by this Agreement.

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5.3           Financing.

(a)          Parent and Merger Sub have or will have available to them, as of the Effective Time, all funds necessary for the payment to the Paying Agent of the aggregate amount of the Exchange Fund and any other amounts required to be paid in connection with the consummation of the Merger, the Financing and the other transactions contemplated by this Agreement and to pay all related fees and expenses.

(b)          Parent has delivered to the Company a true, correct and complete copy of an executed Subscription Agreement (the “Subscription Agreement”) from the financial institution or institutions identified therein (the “Lender”) to subscribe for exchangeable notes of Parent in an aggregate amount of $48,000,000, subject to the terms and conditions therein, the proceeds of which shall be used to finance the consummation of the Merger and the other transactions contemplated by this Agreement (the “Debt Financing”). Parent has delivered to the Company a true, complete and correct copy of an executed equity commitment letter (the “Equity Commitment Letter”) pursuant to which Mr. Hong has committed, subject to the terms and conditions set forth therein, to invest in Parent, the cash amount of $3,594,000 (“Equity Financing”). The Equity Commitment Letter and the Subscription Agreement are together referred to herein as the “Financing Documents”, and the Equity Financing together with the Debt Financing are referred to herein as the “Financing”. As of the date hereof, none of the Financing Documents have been amended or modified, no such amendment or modification is contemplated (other than amendments or modifications that are permitted by Section 6.9(a)), and the obligations and commitments contained in the Financing Documents have not been withdrawn or rescinded in any respect. As of the Closing, Parent or Merger Sub will have fully paid any and all commitment fees and other fees due under the Financing Documents that are payable on or prior to the Closing Date. Assuming (a) the Financing is funded in accordance with the Financing Documents and (b) Parent and Merger Sub are obligated to close pursuant to Section 2.2, Parent and Merger Sub will have at or prior to Closing funds sufficient to pay the aggregate Per Share Merger Consideration, the aggregate amount of consideration payable in respect of Dissenters Shares in accordance with Section 3.2(f), any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and related fees and expenses. The Financing Documents (a) are in full force and effect as of the date hereof and (b) constitute legal, valid and binding obligations of Parent, Merger Sub and, to the Knowledge of the Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception). No event has occurred, which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the Knowledge of Parent, any other parties thereto, under any of the Financing Documents. As of the date hereof, Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Sub at the Closing. The Financing Documents contain all of the conditions precedent to the obligations of the parties thereunder to make the Financing available to Parent on the terms therein. There are no side letters or other agreements, contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Financing other than as expressly set forth in the Financing Documents.

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5.4           Capitalization.

(a)          Other than as set forth in the Rollover Agreement and the Subscription Agreement, there are no options, warrants, convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued share capital of Parent or Merger Sub or obligating Parent or Merger Sub to issue or sell any shares of capital stock of, or other equity interests in, Parent or Merger Sub. Parent was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and is wholly owned by Mr. Hong; and Parent has not conducted any business prior to the date hereof and has no, and prior to the Effective Time, will have no, assets, liabilities or obligations of any nature other than those incident to its formation and capitalization pursuant to this Agreement and the Merger and the other transactions contemplated by the Transaction Documents.

(b)          As of the date hereof, the authorized share capital of Merger Sub consists solely of 50,000 ordinary shares, par value US$1.0 per share, of which one share is validly issued and outstanding. All of the issued and outstanding share capital of Merger Sub is, and immediately prior to the Effective Time will be, owned by Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, and it has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and capitalization pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

5.5           Consents and Approvals; No Violations; Secured Creditors.

(a)          Except for (i) compliance with the applicable requirements of the Exchange Act, including, without limitation, joining of Parent and Merger Sub (and certain of their Affiliates) in the filing of the Schedule 13E-3, the filing of one or more amendments to the Schedule 13E-3 with the SEC; and (ii) the filing of the BVI Plan of Merger with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to the BVI Companies Act and related documentation, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, reasonably be expected to prevent or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

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(b)          The execution, delivery and performance of this Agreement by Parent or Merger Sub do not, and the consummation by Parent or Merger Sub of the transactions contemplated hereby will not constitute or result in (i) any breach of any provision of the respective memoranda and articles of association (or similar governing documents) of Parent or Merger Sub or any of Parent’s Subsidiaries, (ii) a violation or breach of, or (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration of an obligation or the creation of any Lien other than Permitted Liens) under, any of the terms, conditions or provisions of any Contract or obligation to which Parent or Merger Sub or any of Parent’s Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iii) violate any Law applicable to Parent or Merger Sub or any of Parent’s Subsidiaries or any of their respective properties or assets, except in the case of (ii) or (iii) for violations, breaches or defaults which would not, individually or in the aggregate, reasonably be expected to prevent or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

(c)          Merger Sub does not have any secured creditors.

5.6           Litigation. As of the date hereof, (i) there is no suit, claim, action, proceeding or investigation pending or, to Parent’s or Merger Sub’s Knowledge, threatened against Parent or Merger Sub or any of their respective Affiliates, other than any such suit, claim, action, proceeding or investigation that would not reasonably be expected, individually or in the aggregate, to prevent or materially impair the consummation of the transactions contemplated by this Agreement and (ii) neither Parent nor Merger Sub nor any of its Affiliates is a party to or subject to the provisions of any Judgment of any Governmental Entity which would reasonably be expected to prevent or materially impair the consummation of the transactions contemplated by this Agreement.

5.7           Brokers and Finders . No broker, finder or investment banker is entitled to any brokerage, finders’ or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Parent or Merger Sub or any of their Affiliates, other than Lazard Asia (Hong Kong) Limited, the fees and expenses of which will be paid by Parent.

5.8           Schedule 13E-3; Proxy Statement; Other Information .  None of the information provided by Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 13E-3 or the Proxy Statement will, in the case of the Schedule 13E-3, as of the date of its filing and the date of each amendment or supplement thereto or, in the case of the Proxy Statement, at the time of each of (a) the mailing of the Proxy Statement or any amendments or supplements thereto and (b) the Shareholders’ Meeting, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. For the avoidance of doubt, neither Parent nor Merger Sub makes any representations or warranties with respect to any information supplied by the Company or any of the Company’s Representatives for inclusion or incorporation in the Proxy Statement or the Schedule 13E-3.

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5.9           Solvency. Neither Parent nor Merger Sub is entering into the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors. As of the Effective Time and immediately after giving effect to all of the transactions contemplated hereby, including the Financing (and any Alternate Financing, if applicable) and the payment of the aggregate Per Share Merger Consideration, the aggregate amount of consideration payable in respect of Dissenters Shares in accordance with Section 3.2(f), all other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement and all related fees and expenses, assuming (a) satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth herein, or the waiver of such conditions, and (b) the accuracy of the representations and warranties of the Company set forth in Article IV (for such purposes, such representations and warranties shall be true and correct in all material respects), the Surviving Company will be solvent, as such term is used under the Laws of the British Virgin Islands.

5.10         Ownership of Securities. None of Parent, Merger Sub or any of their Affiliates beneficially owns (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any Shares or other securities of the Company or any options, warrants or other rights to acquire Shares or other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company except for the Founder Shares.

5.11         Voting Agreement; Rollover Agreement. Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company a true, complete and correct copy of (a) a voting agreement (the “Voting Agreement”) pursuant to which the parties thereto have agreed, among other things, to vote all Shares owned by them at the time of the Shareholders’ Meeting in favor of the Merger, and (b) a contribution agreement (the “Rollover Agreement”) pursuant to which (i) the Founder has agreed, among other things, to have the Founder Shares cancelled for nil consideration in connection with the Merger in exchange for newly issued shares of Parent at or prior to the consummation of the Merger and vote all the Founder Shares at the Shareholders’ Meeting in favor of the Merger, and (ii) each Rollover Shareholder thereto has agreed, among other things, (A) that their legal and beneficial ownership with respect to the Rollover Shares owned by such Rollover Shareholder shall survive the Merger, and (B) to waive any right to receive any Per Share Merger Consideration with respect to the Rollover Shares. Each of the Voting Agreement and the Rollover Agreement is in full force and effect as of the date of this Agreement and constitute legal, valid and binding obligations of Parent, and, to the Knowledge of Parent, the other parties thereto.

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5.13         Certain Arrangements. As of the date hereof, other than the Transaction Documents, there are no Contracts, agreements, arrangements or understandings (whether oral or written) (a) between Parent, Merger Sub or any of their Affiliates, on the one hand, and any member of the Company’s management, directors or shareholders, on the other hand, that relate in any way to the Company or the transactions contemplated hereby or (b) pursuant to which any shareholder of the Company would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration or pursuant to which any shareholder of the Company has agreed to vote to approve the Merger or has agreed to vote against any Superior Proposal.

5.14         Buyer Contracts. Other than the Transaction Documents, there are no side letters or other oral or written Contracts relating to the transactions contemplated by this Agreement between two or more of the following Persons: Mr. Hong, Lender or any of their respective Affiliates (excluding the Company and its Subsidiaries) (the “Buyer Group Parties”).

5.15         Non-Reliance on Company Estimates. In connection with the due diligence investigation of the Company by Parent and Merger Sub, Parent and Merger Sub have received and may continue to receive from the Company certain estimates, projections and other forecasts for the business of the Company and its Subsidiaries and certain plan and budget information. Each of Parent and Merger Sub acknowledges that these estimates, projections, forecasts, plans and budgets and the assumptions on which they are based were prepared for specific purposes and may vary significantly from each other. Further, each of Parent and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans and budgets), and that neither Parent nor Merger Sub is relying on any estimates, projections, forecasts, plans or budgets furnished by the Company, its Subsidiaries or their respective Affiliates and Representatives, and neither Parent nor Merger Sub shall, and shall cause its Affiliates and their respective Representatives not to, hold any such Person liable with respect thereto; provided that, nothing contain in this Section 5.15 shall be deemed to limit the representations and warranties of the Company set forth in Article IV.

5.16         No Additional Representations. Except for the representations and warranties made by Parent and Merger Sub in this Article V, the Company acknowledges that neither Parent nor Merger Sub nor any other Person makes any other express or implied representation or warranty with respect to Parent or Merger Sub, notwithstanding the delivery or disclosure to the Company or any of its Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing.

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ARTICLE VI

COVENANTS

6.1           Conduct of Business Pending the Merger.

(a)          Operation of the Company’s Business. Except (i) as required by applicable Law, (ii) as set forth in Section 6.1 of the Company Disclosure Schedule, (iii) expressly permitted by this Agreement or (iv) with the prior written consent of Parent or Merger Sub, the Company covenants and agrees as to itself and its Subsidiaries that, from the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, the business of the Company and its Subsidiaries shall be conducted only in the ordinary course and, to the extent consistent therewith, the Company and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations substantially intact and maintain its existing relations and goodwill with Governmental Entities, key customers, suppliers, distributors, creditors, lessors, employees and other Persons with whom the Company has material business relationships. Without limiting the generality of, and in furtherance of, the foregoing, from the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, except (A) as otherwise expressly required or permitted by this Agreement or as required by Law; (B) as set forth in Section 6.1 of the Company Disclosure Schedule; or (C) as Parent may approve in advance in writing (which approval shall not be unreasonably withheld, conditioned or delayed), the Company will not and will not permit its Subsidiaries to, directly or indirectly:

(i)          adopt or propose any change in the memorandum and articles of association or similar organizational documents of the Company or any of its Subsidiaries;

(ii)         (A) effect any scheme of arrangement, merger or consolidation of the Company or any of its Subsidiaries with any other Person, except for any such transactions among Wholly Owned Subsidiaries of the Company that are not obligors or guarantors of third party indebtedness, or other than in the ordinary course, restructure, reorganize or completely or partially liquidate or otherwise enter into any Contracts imposing material changes or material restrictions on any assets, operations or businesses of the Company and the Subsidiaries;

(iii)        acquire, whether by purchase, merger, consolidation, scheme of arrangement or acquisition of stock or assets or otherwise, any assets, securities, properties, interests, or businesses or make any investment (whether by purchase of stock or securities, contributions to capital, loans to, or property transfers), in each case, other than (A) in the ordinary course of business, (it being understood and agreed that the acquisition of all or substantially all of the assets or outstanding shares or other equity securities of any Person is not in the ordinary course of business) or (B) if not in the ordinary course of business, with a value or purchase price (including the value of assumed liabilities) not in excess of US$5,000,000 in any transaction or related series of transactions or acquisitions;

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(iv)        issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, or redeem, purchase or otherwise acquire, any share capital of the Company or any of its Subsidiaries, or securities convertible or exchangeable into or exercisable for any share capital, or any options, warrants or other rights of any kind to acquire any share capital or such convertible or exchangeable securities, other than in connection with (A) the exercise of Company Options or RSUs in accordance with the Stock Plan or (B) pursuant to Contracts in effect as of the date hereof or granted in compliance with Section 6.1(xix);

(v)         create or incur (x) any Lien on any Company IP owned or exclusively licensed or that is material and non-exclusively licensed by the Company or any of its Subsidiaries outside the ordinary course of business or (y) any Lien on any other assets of the Company or any of its Subsidiaries, which assets have a value in excess of US$3,000,000 in each case, other than Permitted Liens;

(vi)        make any loans, advances, guarantees or capital contributions to or investments in any Person (other than the Company or any direct or indirect Wholly Owned Subsidiary of the Company) except pursuant to Contracts in effect as of the date hereof which have been filed as exhibits to the Company Reports filed with the SEC;

(vii)       declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its share capital (except for dividends paid by any Subsidiary to the Company or to any other Subsidiary and periodic dividends and other periodic distributions by Non-Wholly-Owned Subsidiaries in the ordinary course consistent with past practices), or enter into any Contract with respect to the voting of its share capital;

(viii)      reclassify, split, combine, subdivide, directly or indirectly, any of its share capital or securities convertible or exchangeable into or exercisable for any of its share capital;

(ix)         incur, alter, amend or modify, any indebtedness for borrowed money or guarantee such indebtedness of another Person, or permit any Subsidiary of the Company to guarantee any indebtedness of the Company, other than the incurrence or guarantee of indebtedness in the ordinary course of business not to exceed US$5,000,000 in the aggregate, including any borrowings under the existing credit facilities of the Company and its Subsidiaries to fund working capital needs, and such other actions taken in the ordinary course of business consistent with past practice;

(x)          issue or sell any debt securities or warrants or other rights to acquire any debt security of the Company or any of its Subsidiaries;

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(xi)         make or authorize any capital expenditure in excess of US$5,000,000, other than expenditures necessary to maintain existing assets in good repair, consistent with past practice;

(xii)        make any material changes with respect to accounting policies or procedures materially affecting the reported consolidated assets, liabilities or results of operations of the Company and its Subsidiaries, except as required by changes in applicable generally accepted accounting principles or Law;

(xiii)       settle any Action before a Governmental Entity by or against the Company or any of its Subsidiaries or relating to any of their business, properties or assets, other than settlements (A) entered into in the ordinary course of business consistent with past practice, (B) requiring of the Company and its Subsidiaries only the payment of monetary damages not exceeding US$3,000,000 and (C) not involving the admission of any wrongdoing by the Company or any of its Subsidiaries;

(xiv)      engage in the conduct of any new line of business material to the Company and its Subsidiaries, taken as a whole;

(xv)       create any new Subsidiaries;

(xvi)      enter into, amend or modify, in any material respect, or terminate, or waive any material rights under, any Material Contract (or Contract that would be a Material Contract if such Contract had been entered into prior to the date hereof);

(xvii)     make or change any material Tax election, materially amend any Tax Return (except as required by applicable Law), enter into any material closing agreement with respect to Taxes, surrender any right to claim a material refund of Taxes, settle or finally resolve any material controversy with respect to Taxes or materially change any method of Tax accounting;

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(xviii)    (A) with regard to material Intellectual Property owned or licensed by the Company or any of its Subsidiaries, transfer, sell, license, mortgage, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any material Intellectual Property, other than licenses or other Contracts granted in the ordinary course of business, or cancellation, abandonment, allowing to lapse or expire such Intellectual Property that is no longer used or useful in any of the Company’s or its Subsidiaries’ respective businesses or pursuant to Contracts in effect prior to the date hereof; and (B) with regard to other assets, transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any material assets, licenses, operations, rights, product lines, businesses or interests therein of the Company or its Subsidiaries, including capital stock of any of its Subsidiaries, except in connection with services provided in the ordinary course of business, sales of products in the ordinary course of business and sales of obsolete assets and except for sales, leases, licenses or other dispositions of assets with a fair market value not in excess of US$3,000,000 in the aggregate, in each case, other than pursuant to Contracts in effect as of the date hereof;

(xix)       except as required pursuant to existing written plans or Contracts in effect as of the date hereof or as set forth in Section 4.9 of the Company Disclosure Schedule, as otherwise required by applicable Law or in the ordinary course of business consistent with past practice, (A) enter into any new employment or compensatory agreements (including the renewal of any consulting agreement) with any employee, consultant or director of the Company or any of its Subsidiaries, (B) grant or provide any severance or termination payments or benefits to any director, officer or employee of the Company or any of its Subsidiaries, (C) increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to, or make any new equity awards to any director, officer or employee of the Company or any of its Subsidiaries, in each case, (D) establish, adopt, materially amend or terminate any Company Benefit Plan (except as required by Law) or amend the terms of any outstanding equity-based awards, (E) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Company Benefit Plan, to the extent not already required in any such Company Benefit Plan, (F) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Company Benefit Plan or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP, or (G) forgive any loans to directors, officers or employees of the Company or any of its Subsidiaries; or

(xx)        agree, authorize or commit to do any of the foregoing.

(b)          Operation of Parent’s and Merger Sub’s Business. Each of Parent and Merger Sub agrees that, from the date hereof until the earlier of the Effective Time or the termination of this and Agreement in accordance with Article VIII, it shall not: (i) take any action that is intended to or would reasonably be likely to result in any of the conditions to effecting the Merger or the Financing becoming incapable of being satisfied; or (ii) take any action or fail to take any action which would, or would be reasonably likely to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement.

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(c)          No Control of Other Party’s Business. Nothing contained in this Agreement is intended to give Parent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or Merger Sub’s operations. Prior to the Effective Time, each of Parent, Merger Sub and the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries respective operations.

6.2           Acquisition Proposals.

(a)          No Solicitation or Negotiation. The Company agrees that from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VIII, neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall instruct and cause its and its Subsidiaries’ respective affiliates, officers, directors, employees, agents, consultants, investment bankers, lenders, attorneys, accountants and other advisors or representatives (collectively “Representatives”) not to, directly or indirectly:

(i)          initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; or

(ii)         otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal.

(c)          Notwithstanding anything to the contrary, prior to the time that, but not after, the Requisite Company Vote is obtained, if the Company has otherwise complied in all respects with Section 6.2(a), (i) following receipt by the Company of an Acquisition Proposal from any Person, the Company and its Representatives may contact such Person solely in order to (A) clarify and understand the terms and conditions of any Acquisition Proposal made by such Person so as to determine whether such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal and (B) notify such Person of the restrictions of this Section 6.2; and (ii) the Company may (A) provide information in response to a request therefor by a Person (other than any Affiliate of the Company) who has made such an Acquisition Proposal that the Independent Committee believes in good faith to be bona fide if the Company receives from the Person so requesting such information an executed confidentiality agreement containing terms at least as restrictive with respect to such Person as those contained in Section 9.12; and promptly discloses (and, if applicable, provides copies of) any such information to Parent and Merger Sub to the extent not previously provided to Parent and Merger Sub; (B) engage or participate in any discussions or negotiations with any Person who has made such an Acquisition Proposal of the type described in clause (ii)(A) above; or (C) after having complied with this Section 6.2(b), approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal; provided, however, that (x) in each such case referred to in clause (ii)(A) or (ii)(B) above, the Independent Committee has determined in good faith based on the information then available (and after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal; and (y) in the case referred to in clause (ii)(C) above, the Independent Committee determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

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(d)          No Change of Recommendation or Alternative Acquisition Agreement. The board of directors of the Company and the Independent Committee shall not:

(i)          withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent or Merger Sub the Company Recommendation with respect to the Merger; or

(ii)         except as expressly permitted by, and after compliance with, Section 8.3(a), cause or permit the Company to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (other than confidentiality agreement(s) referred to in Section 6.2(b) entered into in compliance with this Section 6.2) (an “Alternative Acquisition Agreement”) relating to any Acquisition Proposal.

Notwithstanding anything to the contrary set forth in this Agreement, prior to the time, but not after, the Requisite Company Vote is obtained, the board of directors of the Company, based on the recommendation of the Independent Committee, may (x) withhold, withdraw, qualify or modify the Company Recommendation and/or authorize the Company to terminate this Agreement pursuant to Section 8.1(d)(ii) or (y) approve, recommend or otherwise declare advisable any Superior Proposal not solicited, entered into or agreed to in breach of this Section 6.2 and made after the date of this Agreement and/or authorize the Company to terminate this Agreement pursuant to Section 8.1(d)(ii) or enter into an Alternative Acquisition agreement with respect to such Superior Proposal, in each case, if the board of directors of the Company (acting through the Independent Committee) determines in good faith, after consultation with outside legal counsel, that failure to do so could be inconsistent with its fiduciary obligations under applicable Laws (a “Change of Recommendation”); provided, however, that prior to making any Change of Recommendation, (i) the Company and the Independent Committee shall give the Parent and Merger Sub at least five Business Days written notice advising that the Company (acting through the Independent Committee) (the “Notice of Superior Proposal”) currently intends to take such action and the basis therefor, including all required information under Section 6.2(f),(ii) during the five Business Day period following Parent’s and Merger Sub’s receipt of the Notice of Superior Proposal, the Company shall, and shall cause its Representatives to, negotiate with Parent and Merger Sub in good faith (to the extent Parent and Merger Sub desire to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal, and (iii) following the end of the five Business Day period, the Company shall determine in good faith, taking into account any changes to this Agreement proposed in writing by Parent and Merger Sub in response to the Notice of Superior Proposal or otherwise, that the Acquisition Proposal giving rise to the Notice of Superior Proposal continues to constitute a Superior Proposal. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.2 and shall require a new Notice of Superior Proposal to the Parent and Merger Sub as contemplated by Section 6.2(f); and the Company shall be required to comply with the requirements of this Section 6.2 fully with respect to such amended Acquisition Proposal.

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(f)          Certain Permitted Disclosure. Nothing contained in this Section 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under United States federal or state Law, or other applicable Laws, with regard to an Acquisition Proposal; provided, however, that if such disclosure includes a Change of Recommendation, Parent and Merger Sub shall have the right to terminate this Agreement as set forth in Section 8.1(c) (it being understood that a statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto, or any “stop, look or listen” communication that contains only the information set forth in Rule 14d-9(f) under the Exchange Act shall not be deemed a Change of Company Recommendation).

(g)          Existing Discussions. The Company agrees that it will: (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal; (ii) take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 6.2(g) of the obligations undertaken in this Section 6.2; and (iii) promptly request each Person that has executed a confidentiality agreement in connection with such Person’s consideration of acquiring the Company or any of its Subsidiaries to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries.

(h)           Notice. The Company agrees that it will promptly (and, in any event, orally within 24 hours and in writing within 48 hours) notify Parent and Merger Sub if any proposals or offers with respect to an Acquisition Proposal are received by, any such information is requested from, or any such discussions or negotiation are sought to be initiated or continued with, it or any of its Representatives indicating, in connection with such notice, the name of such Person, the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and whether the Company has any intention to provide confidential information to such Person, and thereafter shall use reasonable best effort to keep Parent and Merger Sub informed, on a reasonably current basis (and in any event orally, within 24 hours and in writing within 48 hours of the occurrence of any material changes, developments, discussions or negotiations) of the status and terms of any such Acquisition Proposal, indication, inquiry or request and of any material changes in the status and terms of any such Acquisition Proposal, indication, inquiry or request (including the material terms and conditions thereof). Without limiting the foregoing, the Company shall promptly (and in any event, orally within 24 hours and in writing within 48 hours) notify Parent and Merger Sub if it determines to initiate actions concerning an Acquisition Proposal as permitted by this Section 6.2. The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Person subsequent to the date hereof that prohibits the Company from providing such information to Parent or Merger Sub.

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6.3           Preparation of the Proxy Statement and Schedule 13E-3. As soon as reasonably practicable following the date of this Agreement, the Company shall, with the assistance and cooperation of Parent and Merger Sub, prepare the Proxy Statement and cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as reasonably practicable after having cleared the SEC comments on the Schedule 13E-3. The Company, Parent, Merger Sub and their Affiliates shall prepare and file the Schedule 13E-3 with the SEC. Parent, Merger Sub and the Company shall cause the Schedule 13E-3 to comply with the rules and regulations promulgated by the SEC and respond promptly to any comments of the SEC or its staff regarding the Schedule 13E-3. Each of Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement and the Schedule 13E-3. Without limiting the generality of the foregoing, each of Parent, Merger Sub and the Company shall furnish all information concerning itself and its Affiliates required by the Exchange Act to be set forth in each of the Proxy Statement and the Schedule 13E-3. Each of Parent, Merger Sub and the Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 as promptly as reasonably practicable after receipt thereof. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement and the Schedule 13E-3 which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of any comments from the SEC with respect to the Schedule 13E-3 and any request by the SEC for any amendment to the Schedule 13E-3 or for additional information in connection therewith. Each party will promptly provide other parties with copies of all correspondence between such party and the SEC with respect to the Schedule 13E-3. Prior to (i) in the case of Schedule 13E-3, the filing of Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments from the SEC with respect thereto or (ii) in the case of the Proxy Statement, the mailing of the Proxy Statement (or any amendment or supplement thereto), each of the parties hereto and their respective counsel shall be given reasonable opportunity to review and comment on the Schedule 13E-3 and the Proxy Statement, as the case may be. If, at any time prior to the Effective Time, a party hereto has discovered any information relating to the Company, Parent or Merger Sub, or any of their respective Affiliates, directors or officers that should be set forth in an amendment or supplement to the Schedule 13E-3 or the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, such party shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be disseminated to the shareholders of the Company to the extent required by Law.

6.4           Shareholders’ Meeting. Subject to Section 6.2 and Article VIII, the Company will take, in accordance with applicable Law and its memorandum and articles of association, all actions necessary to convene an extraordinary general meeting (the “Shareholders’ Meeting”) as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 (including the Proxy Statement) to consider and vote upon the approval of this Agreement and the Merger; provided, however, for the avoidance of doubt, the Company may postpone or adjourn the Shareholders’ Meeting (i) with the written consent of Parent; (ii) if at the time the Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholders’ Meeting; or (iii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the board of directors of the Company has determined in good faith after consultation with outside counsel is necessary or advisable under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Shareholders’ Meeting. Subject to Section 6.2, the Company shall include the Company Recommendation in the Proxy Statement and use its reasonable best efforts to obtain the Requisite Company Vote.

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6.5           Filings; Other Actions; Notification.

(a)          Cooperation. Subject to the terms and conditions set forth in this Agreement, the Company, Parent and Merger Sub and their respective Representatives shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, including preparing, executing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement.

(b)          Information. The Company, Parent and Merger Sub each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3, or any other statement, filing, notice or application made by or on behalf of Parent, Merger Sub, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.

(c)          Status. Subject to applicable Laws and as required by any Governmental Entity, the Company, on the one hand, Parent and Merger Sub, on the other hand, shall keep each other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent, Merger Sub or the Company, as the case may be, or any of its Subsidiaries, from any Governmental Entity with respect to the Merger and the other transactions contemplated by this Agreement. The Company shall give reasonably prompt notice to Parent and Merger Sub of any change, fact or condition that would reasonably be expected to result in a Material Adverse Effect or of any failure of any condition to Parent’s and Merger Sub’s respective obligations to effect the Merger. Parent and Merger Sub shall give reasonably prompt notice to the Company of any change, fact or condition that is reasonably expected to prevent or materially impair the consummation of the transactions contemplated by this Agreement or of any failure of any condition to the Company’s obligations to effect the Merger.

6.6           Access and Reports. Subject to applicable Law, upon reasonable advance notice from Parent, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access (so long as such access does not unreasonably interfere with the operations of the Company or its Subsidiaries), during normal business hours throughout the period prior to the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, to its employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish as promptly as reasonably practicable to Parent and their authorized Representatives all information concerning its business, properties and personnel as may reasonably be requested. Notwithstanding the foregoing, none of Parent, Merger Sub or their Representatives shall have access to any books, records, documents or other information (i) to the extent that such books, records, documents or other information is subject to the terms of a confidentiality agreement with a third party (provided, however, that at the request of Parent, the Company shall use its reasonable best efforts to obtain waivers from such third parties), (ii) to the extent that the disclosure of such books, records, documents or other information would result in the loss of attorney-client privilege or (iii) to the extent the disclosure of such books, records, documents or other information is prohibited by applicable Law. All information obtained by the parties pursuant to this Section 6.6 shall be kept confidential.

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6.7           Stock Exchange Delisting. Prior to the Effective Time, Parent shall use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of The NASDAQ Global Market (“NASDAQ”) to cause the delisting of the Shares from NASDAQ and the deregistration of the Company under the Exchange Act as promptly as practicable after the Effective Time. At the request of Parent, the Company shall use reasonable best efforts to cooperate with Parent with the foregoing actions.

6.8           Publicity. The initial press release regarding the execution of this Agreement shall be a joint press release, mutually agreed upon by the Company and Parent. After the initial press release, so long as this Agreement is in effect, the Company and Parent shall consult with each other prior to issuing any press releases or otherwise making public announcements with respect to the Merger and the other transactions contemplated by this Agreement and prior to making any filings with any third party and/or any Governmental Entity (including any national securities exchange or interdealer quotation service) with respect thereto, except as may be required by Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation service or by the request of any Governmental Entity.

6.9           Financing.

(a)          Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use reasonable best efforts to obtain the Financing on the terms and conditions described in the Financing Documents, and shall not permit any amendment or modification to be made to, or any waiver of any provision under, the Financing Documents if such amendment, modification or waiver (i) reduces (or could have the effect of reducing) the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount unless the Financing is increased by a corresponding amount or additional Financing is otherwise made available to fund such fees or original issue discount), or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Financing, or otherwise expands, amends or modifies any other provisions of the Financing Documents in a manner that would reasonably be expected to (x) delay or prevent or make less likely the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (y) adversely impact the ability of Parent to enforce its rights against other parties to the Financing Documents, in each of clauses (x) and (y) in any material respect. Each of Parent and Merger Sub shall use its reasonable best efforts (A) to maintain in effect the Financing Documents, (B) to satisfy, or cause its Representatives to satisfy, on a timely basis all conditions to funding in the Financing Documents and to consummate the Financing at or prior to the Closing to cause the Lender to fund the Debt Financing at the Closing, (C) to enforce its rights under the Financing Documents and (D) to comply with its obligations under the Subscription Agreement. Each of Parent and Merger Sub shall give the Company prompt notice of any actual breach or any potential material breach by any party under the Financing Documents or any material dispute or disagreement between or among any parties to the Financing Documents, of which Parent or Merger Sub becomes aware or any communications from the Lender or Mr. Hong to the effect that the Lender may not provide any portion of the Debt Financing contemplated by the Subscription Agreement. In the event that any portion of the Financing becomes unavailable in the manner or from the sources contemplated in the Financing Documents despite Parent’s reasonable best efforts to obtain the Financing, (A) Parent shall promptly notify the Company, and (B) Parent shall use its reasonable best efforts to arrange to obtain any such portion of the Financing from alternative sources, on terms that are no less favorable in the aggregate to Parent (the “Alternative Financing”), including entering into definitive agreements with respect thereto (the “New Financing Documents”), as promptly as practicable following the occurrence of such event, including entering into definitive agreements with respect thereto. In connection with its obligations under this Section 6.9, Parent shall be permitted to amend, modify or replace the Financing Documents; provided, however, that the amendment, modification or replacement shall comply with this Section 6.9. Each of Parent and Merger Sub shall keep the Company informed of all the material steps for arranging the Alternative Financing, if applicable and provide to the Company copies of the material definitive agreements for the Alternative Financing.

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(b)          Prior to the Closing Date, the Company shall use its reasonable best efforts to, and shall cause each of its Subsidiaries to use its reasonable best efforts to, cooperate, in each case at Parent’s sole expense, in connection with the arrangement of the Financing as may be reasonably requested by the Lender or any alternative sources arranged by Parent in compliance with Section 6.9(a) (provided, however, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Such cooperation by the Company and its Subsidiaries shall include, at the request of the Lender or any alternative sources arranged by Parent in compliance with Section 6.9(a), (i) delivering such officer’s and other certificates (and related documents thereto) as reasonably required by the Lender or any alternative sources arranged by Parent in compliance with Section 6.9(a) and as are, in the good faith determination of the persons executing such certificates, accurate, (ii) entering into such agreements and arrangements as reasonably required the Lender or any alternative sources arranged by Parent in compliance with Section 6.9(a), including agreements to pledge, guarantee, grant security interests in, and otherwise grant Liens on, the Company’s or its Wholly Owned Subsidiaries’ assets; provided, however, that no obligation of the Company or its Wholly Owned Subsidiaries under any such agreement, pledge, guarantee or grant contemplated by this clause (ii) shall be effective until the Effective Time, (iii) using its reasonable best efforts to cause its independent registered public accountants to deliver such comfort letters as reasonably required by the Lender or any alternative sources arranged by Parent in compliance with Section 6.9(a), (iv) providing Parent as promptly as practicable with financial and other pertinent information with respect to the Company and its Subsidiaries as reasonably required by Parent, the Lender, or any alternative sources arranged by Parent in compliance with Section 6.9(a), (v) making the Company’s executive officers and other relevant employees reasonably available to assist the Lender providing the Debt Financing, and (vi) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit consummation of the Financing and the direct borrowing or incurrence of all proceeds of the Financing by the Surviving Company immediately following the Effective Time.

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(c)          Parent shall promptly, upon the termination of this Agreement, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.9 and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities or losses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (except with respect to any information provided by or on behalf of the Company or any of its Subsidiaries), except in the event such liabilities or losses arose out of or result from the willful misconduct of the Company, its Subsidiaries or any of their respective Representatives. Parent and Merger Sub acknowledge and agree that the Company and its Subsidiaries and their respective Representatives shall not, prior to the Effective Time, incur any liability to any person under any financing that Parent and Merger Sub may raise in connection with the transactions contemplated by this Agreement.

6.10         Expenses. Whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the Merger and the other transactions contemplated by this Agreement shall be paid by the party incurring such expense except as otherwise provided in this Agreement.

6.11         Indemnification; Directors’ and Officers’ Insurance.

(a)          The indemnification, advancement and exculpation provisions of certain indemnification agreements by and among the Company and its directors and certain executive officers, as in effect at the Effective Time shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of the current or former directors, officers or employees of the Company (the “Indemnified Parties”). The Memorandum and Articles of Association will contain provisions with respect to exculpation and indemnification that are at least as favorable to the directors, officers or employees of the Company as those contained in the memorandum and articles of association of the Company as in effect on the date hereof, except to the extent prohibited by the BVI Companies Act or any other applicable Law, which provisions will not be amended, repealed or otherwise modified for a period of five years from the Effective Time in any manner that would adversely affect the rights thereunder of the Indemnified Parties, unless such modification is required by Law.

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(b)          From and after the Effective Time, the Surviving Company shall comply with all of the Company’s obligations, and shall cause its Subsidiaries to comply with their respective obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) (i) the Indemnified Parties thereof against any and all costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), arising out of, relating to or in connection with (A) the fact that an Indemnified Party is or was a director, officer or employee of the Company or such Subsidiary, or (B) any acts or omissions occurring or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s or such Subsidiaries’ respective organizational and governing documents or agreements in effect on the date hereof and to the fullest extent permitted by the BVI Companies Act or any other applicable Law, including (x) the approval of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement and (y) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party; provided, however, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law; and (ii) such Indemnified Parties against any and all Damages arising out of acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries.

(c)          The Surviving Company shall, and Parent shall cause the Surviving Company to, maintain the Company’s and its Subsidiaries’ existing directors’ and officers’ liability insurance (including for acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby) covering each Indemnified Parties covered as of the Effective Time by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof for a period of six years after the Effective Time; provided, however, that, subject to the immediately succeeding sentence, in no event shall the Surviving Company be required to expend in any one year an amount in excess of 300% of the current annual premium paid by the Company for such insurance. Alternatively, the Company may and, at Parent’s request, the Company will, purchase a six year “tail” prepaid policy prior to the Effective Time on terms and conditions providing substantially equivalent benefits to the Indemnified Parties than the existing directors’ and officers’ liability insurance maintained by the Company. If such “tail” prepaid policies have been obtained by the Company prior to the Closing, the Surviving Company shall, and Parent shall cause the Surviving Company to, maintain such policies in full force and effect, and continue to honor the respective obligations thereunder, and all other obligations under this Section 6.11(c) shall terminate.

(d)          If Parent, the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving company or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then the obligations of Parent or the Surviving Company, as the case may be, that are set forth under this Section 6.11 shall survive, and to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Surviving Company, as the case may be, shall assume the obligations set forth in this Section 6.11.

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(e)          The provisions of this Section 6.11 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their heirs and legal representatives, each of which shall be a third-party beneficiary of the provisions of this Section 6.11.

(f)          The agreements and covenants contained in this Section 6.11 shall not be deemed to be exclusive of any other rights to which any such Indemnified Parties is entitled, whether pursuant to Law, contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries or their respective officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 6.11 is not prior to or in substitution for any such claims under any such policies.

6.12         Resignations. To the extent requested by Parent in writing at least three Business Days prior to Closing, on the Closing Date, the Company shall use reasonable best efforts to cause to be delivered to Parent duly signed resignations, effective as of the Effective Time, of the directors or officers of the Company or any Subsidiary of the Company designated by Parent.

6.13         Participation in Litigation. Prior to the Effective Time, Parent and Company shall give each other prompt notice, of any actions, suits, claims or proceedings commenced or, to the Company’s Knowledge on the one hand and Parent’s Knowledge on the other hand, threatened against such party which relate to this Agreement and the transactions contemplated hereby. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated hereby, and no such litigation shall be settled without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

6.14         Actions Taken at the Direction of Mr. Hong. Notwithstanding any other provision of this Agreement to the contrary, the Company shall not be deemed to be in breach of any representation, warranty, covenant or agreement hereunder, including, without limitation, Article VI hereof, if the alleged breach is the proximate result of action or inaction taken by the Company at the direction of Mr. Hong without the approval or direction of the Independent Committee; provided, that, the foregoing shall not include any action or inaction taken at the direction given by Mr. Hong in good faith in performing his duties as the chief executive officer of the Company.

6.15         Employee Benefits Matters.

(a)          Effective from and after the Closing Date, Parent shall cause the Surviving Company to (i) provide the Employees (A) with each term and condition of employment (including seniority and other service credit) and each type and amount of compensation and benefits required by applicable Law (whether as an absolute requirement or as a condition to avoiding any penalty, liability, obligation or expense) and (B) for at least the one-year period immediately following the Closing Date, other terms and conditions of employment (including seniority and other service credit) and types and amounts of compensation and benefits (excluding those items subject to clause (A), above) that are no less favorable, in the aggregate, to those provided by the Company or its Affiliates, in each case, immediately prior to the Closing Date.

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(b)          Nothing in this Section 6.15, express or implied, shall (i) confer upon any Employee, or legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement, (ii) be construed to prevent Parent, the Surviving Company or their Affiliates from terminating or modifying to any extent or in any respect any benefit plan, or (iii) together with any other provision of this Agreement, establish, amend, or be deemed to amend, any benefit plan (including any Company Benefit Plan).

6.16         Capitalization of Merger Sub. Prior to the Closing, Parent and Merger Sub shall take, or shall cause to be taken, all actions reasonably necessary such that at the time of Closing, the authorized share capital of Merger Sub consists of 60,000,000 ordinary shares, no par value per share, of which no more than 16,136,000 ordinary shares shall be owned directly by Parent at the time of Closing.

ARTICLE VII

CONDITIONS precedent

7.1           Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver at or prior to the Closing Date of each of the following conditions:

(a)          Shareholder Approvals. The Requisite Company Vote shall have been obtained.

(b)          No Injunction. No court or other Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect which restrains, enjoins or otherwise prohibits the consummation of the Merger (collectively, an “Injunction”).

7.2           Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Closing Date of each of the following conditions:

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(a)          Representations and Warranties. The representations and warranties of the Company set forth in this Agreement shall be true and correct (disregarding all qualifications or limitations as to “material” or references to Material Adverse Effect or words of similar import) as of the date hereof and as of the Closing Date as though made on or as of such date, except to the extent that (i) any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date, and (ii) the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, the representations and warranties set forth in Section 4.2 shall be true and correct (except for de minimis inaccuracies) in all respects as of the date hereof and in all material respect as of the the Closing Date as though made on or as of such date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct (except for de minimis inaccuracies) as of such earlier date.

(b)          Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c)          No Material Adverse Effect. Since the date hereof, there shall not have been any effect, change, event or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(d)          Parent shall have received a certificate signed by an executive officer of the Company certifying as to the matters set forth in Section 7.2(a), (b) and (c).

7.3           Conditions to Obligations of the Company. The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Closing Date of each of the following conditions:

(a)          Representations and Warranties. The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct (disregarding all qualifications or limitations as to “material” or words of similar import) as of the date hereof and as of the Closing Date as though made on or as of such date, except (i) to the extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date, and (ii) the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing, the representations and warranties set forth in Section 5.4 shall be true and correct (except for de minimis inaccuracies) in all respects as of the date hereof and the Closing Date as though made on or as of such date.

(b)          Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c)          The Company shall have received a certificate signed by an officer or director of each of Parent and Merger Sub certifying as to matters set forth in Section 7.3(a) and 7.3(b).

7.4           Frustration of Conditions Precedent. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII to be satisfied if such failure was caused by such party’s failure to comply with this Agreement and consummate the Merger and other transactions contemplated by this Agreement.

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ARTICLE VIII

TERMINATION

8.1          Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after receipt of the Requisite Company Vote (except as otherwise expressly noted):

(a)          by the mutual written consent of the Company and Parent duly authorized by each of their respective boards of directors (in the case of the Company, acting upon the recommendation of the Independent Committee); or

(b)          by either of the Company or Parent:

(i)          if the Merger shall not have been consummated on or before August 13, 2013 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.1(b)(i) shall not be available to a party if the failure of the Merger to have been consummated on or before the Termination Date was primarily due to the breach or failure of such party to perform in any material respect of any of its obligations under this Agreement;

(ii)         if any Injunction permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger shall become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(b)(ii) shall not be available to a party if the issuance of such final, non-appealable Injunction was primarily due to the breach or failure of such party to perform in any material respect of any of its obligations under this Agreement; or

(iii)        if the Shareholders’ Meeting shall have been held and completed and the Requisite Company Vote shall not have been obtained at the Shareholders’ Meeting duly convened therefor or at any adjournment or postponement thereof; or

(c)          by Parent,

(i)          if the representations and warranties of the Company shall have become untrue after the date of this Agreement or the Company shall have breached or failed to perform any of its covenants or agreements set forth in this Agreement, which failure to be true and correct, breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 7.1 or Section 7.2 and (B) cannot be cured by the Company by the Termination Date, or if capable of being cured, shall not have been cured within 30 Business Days following receipt by the Company of written notice of such breach or failure to perform from Parent stating Parent’s intention to terminate this Agreement pursuant to this Section 8.1(c)(i) and the basis for such termination (or, if earlier, the Termination Date); provided, however, that, Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(i) if either Parent or Merger Sub is then in material breach of any representations, warranties, covenants or other agreements hereunder that would result in the conditions to Closing set forth in Section 7.1 or Section 7.3 not being satisfied; or

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(ii)         if (A) the board of directors of the Company shall have made a Change of Recommendation, (B) the board of directors of the Company approves or recommends any Acquisition Proposal other than the Merger, or (C) the Company or the board of directors of the Company, acting upon the recommendation of the Independent Committee, fails to include the Company Recommendation in the Proxy Statement; or

(d)          by the Company,

(i)          if the representations and warranties of Parent or Merger Sub shall be untrue or Parent or Merger Sub shall have breached or failed to perform any of their covenants or agreements contained in this Agreement, which failure to be true and correct, breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 7.1 or Section 7.3 and (B) cannot be cured by the Termination Date, or if capable of being cured, shall not have been cured within 30 Business Days following receipt by the Parent or Merger Sub of written notice of such breach or failure to perform from the Company stating the Company’s intention to terminate this Agreement pursuant to this Section 8.1(d) and the basis for such termination (or, if earlier, the Termination Date); provided, however, that, the Company shall not have the right to terminate this Agreement pursuant to this Section 8.1(d) if it is then in material breach of any representations, warranties, covenants or other agreements hereunder that would result in the conditions to Closing set forth in Section 7.1 or Section 7.2 not being satisfied;

(ii)         prior to the receipt of the Requisite Company Vote, the board of directors of the Company (upon recommendation of the Independent Committee) has effected a Change of Recommendation and/or authorized termination of this Agreement in order to enter into an Alternative Acquisition Agreement relating to a Superior Proposal; provided that the Company has complied in all material respects with Section 6.2; or

(iii)        if (A) all of the conditions to closing contained in Section 7.1 and Section 7.2 have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing) and (B) Parent and Merger Sub fail to complete the Closing within five Business Days following the date the Closing should have occurred pursuant to Section 2.2.

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8.2           Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1, written notice thereof shall be given to the other party or parties, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void and there shall be no liability on the part of Parent, Merger Sub or the Company or their respective directors, managers, officers, shareholders, employees, agents or Affiliates, except that (i) this Section 8.2, Section 8.3, Article IX (in the case of Section 9.11, solely with respect to enforcement of the payment obligations in Section 8.3) shall remain in full force and effect and survive termination of this Agreement and (ii) nothing shall relieve any party from liability for fraud.

8.3           Termination Fee.

(a)          In the event that:

(i)          (A) an Acquisition Proposal shall have been made, proposed or communicated (and not withdrawn), after the date hereof and prior to the Shareholders’ Meeting (or prior to the termination of this Agreement if there has been no Shareholders’ Meeting), (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii); and (C) within 12 months of the termination of this Agreement, any Acquisition Proposal by a third party is entered into, agreed to or consummated by the Company (in each case whether or not the Acquisition Proposal was the same Acquisition Proposal referred to in clause (A)); or

(ii)         this Agreement is terminated (A) by Parent pursuant to Section 8.1(c) or (B) by the Company pursuant to Section 8.1(d)(ii);

then, the Company shall pay Parent or (if so directed) its designee a cash amount equal to US$1,000,000 (the “Termination Fee”) by wire transfer of same day funds; provided, however, that the Company shall not be required to pay to Parent or its designee the Termination Fee in the event that (x) this Agreement is terminated pursuant to Section 8.3(a)(ii)(A) and (y) the circumstances that permit Parent to terminate this Agreement to Section 8.3(a)(ii)(A) were the proximate result of actions or inactions taken by the Company at the direction of Mr. Hong without the approval or direction of the Independent Committee. The Company shall pay the Termination Fee within five Business Days following such termination, in the case of a termination referred to in clause (ii), or within five Business Days after the earlier of the date on which an agreement is entered into with respect to an Acquisition Proposal or an Acquisition Proposal is consummated in the case of clause (i); it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. Except as otherwise set forth in Section 9.11, the parties hereby agree and acknowledge that Parent’s right to receive payment of the Termination Fee shall be the sole and exclusive remedy available to Parent with respect to this Agreement and the transactions contemplated hereby. In the event that Parent or its designee shall receive full payment of the Termination Fee pursuant to this Section 8.3(a), the receipt of the applicable Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or any other person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its former, current or future Representatives, Affiliates or Company Related Parties arising out of or in connection with this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination; provided, however, that nothing in this Section 8.3(a) shall limit the rights of Parent and Merger Sub under Section 9.11.

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(b)          In the event that the Company shall terminate this Agreement pursuant to Sections 8.1(d)(i) and 8.1(d)(iii), then Parent shall pay, or cause to be paid, to the Company a cash amount equal to US$2,000,000 (the “Parent Termination Fee”) by wire transfer of same day funds, within five Business Days following such termination. Except as otherwise set forth in Section 9.11, the parties hereby agree and acknowledge that the Company’s right to receive payment of the Parent Termination Fee shall be the sole and exclusive remedy available to the Company with respect to this Agreement and the transactions contemplated hereby. In the event that the Company shall receive full payment of the Parent Termination Fee pursuant to this Section 8.3(b), the receipt of the Parent Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Company or any other Person in connection with this Agreement, the Financing Documents, the transactions contemplated hereby and thereby (and the abandonment or termination thereof) or any matter forming the basis for such termination, and neither the Company nor any other Person shall be entitled to bring or maintain any claim, action or proceeding against Parent, Merger Sub or any of their respective former, current or future Representatives, Affiliates or any Buyer Group Parties arising out of or in connection with this Agreement, the Financing Documents, any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination; provided, however, that nothing in this Section 8.3(b) shall limit the rights of the Company under Section 9.11.

(c)          Each of the parties hereto acknowledge that the agreements contained in this Section 8.3 are an integral part of the Merger, and that without these agreements the other parties would not enter into this Agreement; accordingly, if the Company or Parent, as the case may be, fails to timely pay any amount due pursuant to this Section 8.3, and, in order to obtain the payment, Parent or the Company, as the case may be, commences an Action which results in a judgment against the other party, with respect to Parent or Merger Sub, or parties, with respect to the Company for the payment set forth in this Section 8.3, such paying party shall pay the other party or parties, as applicable, its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such Action, together with interest on such amount at the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment is actually received.

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(d)          The party desiring to terminate this Agreement pursuant to Section 8.1 (other than Section 8.1(a)) shall give written notice of such termination to the other parties specifying the relevant provision(s) pursuant to which such termination is purportedly effected and including reasonable detail of the circumstances giving rise to such termination.

ARTICLE IX

MISCELLANEOUS AND GENERAL

9.1           Non-Survival of Representations and Warranties and Agreements. None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained in Article III (Effect of the Merger on Issued Share Capital; Merger Consideration; Exchange of Certificates), (ii) Section 6.11 (Indemnification; Directors’ and Officers’ Insurance), (iii) those covenants and agreements contained in this Article IX (Miscellaneous and General) and (iv) those covenants and agreements contained herein to the extent that by their terms apply or are contemplated to be performed in whole or in part after the Effective Time, which shall survive the consummation of the Merger until fully performed.

9.2           Modification or Amendment. This Agreement may be amended with the approval of the respective boards of directors of the parties at any time (whether before or after the adoption of this Agreement by the shareholders of the Company); provided, however, that (a) in the case of the Company, the board of directors of the Company and the Independent Committee have approved such amendment in writing, and (b) after any such adoption of this Agreement by the Requisite Company Vote, no amendment shall be made which by law requires further approval of the shareholders of the Company without the further approval of such shareholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

9.3           Waiver. The conditions to each of the parties’ obligations to consummate the Merger are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable Laws and this Section. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

9.4           Governing Law and Venue.

(a)          This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, if any provision of this Agreement with specific reference to the Laws of the British Virgin Islands shall be subject to the Laws of the British Virgin Islands, the Laws of the British Virgin Islands shall supersede the Laws of the State of New York with respect to such provision.

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(b)          Any dispute, controversy or claim arising out of or relating to this Agreement or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Agreement) (each a “Dispute”) shall be finally settled by arbitration.

(i)          The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Arbitration Rules of the HKIAC then in force (the “HKIAC Rules”).

(ii)         The arbitration shall be decided by a tribunal of three (3) arbitrators, whose appointment shall be in accordance with the HKIAC Rules. Arbitration proceedings (including but not limited to any arbitral award rendered) shall be in English.

(iii)        Subject to the agreement of the tribunal, any Dispute(s) which arise subsequent to the commencement of arbitration of any existing Dispute(s) shall be resolved by the tribunal already appointed to hear the existing Dispute(s).

(iv)        The award of the arbitration tribunal shall be final and conclusive and binding upon the parties as from the date rendered.

(v)         Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets. For the purpose of the enforcement of an award, the parties irrevocably and unconditionally submit to the jurisdiction of any competent court and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

9.5           Notices. Any notice, request, instruction or other document to be given hereunder by any party to the others shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by facsimile or overnight courier:

(a)          If to Parent or Merger Sub:

c/o Yucheng Technologies Limited

Beijing Global Trade Center, Tower D

Floor 9, 36 North Third Ring Road East, Dongcheng District

Beijing 100013, P.R. China

Attention: Weidong Hong

Facsimile: +86 10 5913 7800

e-mail: hongwd@yuchengtech.com

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with a copy to (which copy shall not constitute notice):

 Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

1 Jianguomenwai Avenue

Beijing 100004, PRC

Attention: Peter Huang

 Facsimile: +86 10 6535 5577

e-mail: peter.huang@skadden.com

(b)          If to the Company:

Yucheng Technologies Limited

Beijing Global Trade Center, Tower D

Floor 9, 36 North Third Ring Road East, Dongcheng District

Beijing 100013, P.R. China
Attention: Steve Dai

Facsimile: +86 10 9513 7800

e-mail: sdai@yuchengtech.com

with a copy to (which copy shall not constitute notice):

Cleary Gottlieb Steen & Hamilton LLP

Twin Towers West (23/F)

Jianguomenwai Da Jie

Chaoyang District, Beijing, P. R. China

Attention: Ling Huang

Facsimile: (852) 2160-1087

e-mail: lhuang@cgsh.com

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed properly delivered, given and received (i) upon receipt when delivered by hand, (ii) one Business Day after being sent by courier or express delivery service or by facsimile, or (iii) three Business Days after being sent by first-class certified mail, return receipt requested, provided, however, that in each case the notice or other communication is sent to the address or facsimile number set forth beneath the name of such party above (or to such other address or facsimile number as such party shall have specified in a written notice given to the other parties hereto).

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9.6           Entire Agreement. This Agreement (including any schedules and exhibits hereto), the Company Disclosure Schedule, the Guarantee, the Voting Agreement, the Rollover Agreement and the Financing Documents (and the New Financing Documents, if applicable), constitute the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.

9.7           No Third Party Beneficiaries. Except as expressly set forth in Section 6.11 (Indemnification; Directors’ and Officers’ Insurance) of this Agreement, this Agreement is not intended to, and does not, confer upon any Person other than the parties who are signatories hereto any rights or remedies hereunder. Each of Parent, Merger Sub and the Company hereby agrees that its representations, warranties and covenants in this Agreement are for the sole benefit of the other parties hereto. Persons other than the parties hereto may not rely on the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date hereof or as of any other date.

9.8           Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance is determined by a court of competent jurisdiction to be invalid, illegal, void or unenforceable the remaining provisions hereof, shall, subject to the following sentence, remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination, that any provision or the application thereof is invalid, illegal, void or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent permitted by applicable Law.

9.9           Interpretation; Absence of Presumption.

(a)          For the purposes hereof, (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the schedules, exhibits and annexes hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, and clause references are to the Articles, Sections, paragraphs, and clauses to this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation”; (iv) the word “or” shall not be exclusive; (v) references to a Person are also to its successors and permitted assigns; provisions shall apply, when appropriate, to successive events and transactions; (vi) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified (vii) references to any agreement, instrument or statute means such agreement, instrument or statute as from time to time amended, qualified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and all attachments thereto and instruments incorporated therein and (viii) all terms defined herein shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

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(b)          The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

9.10         Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of Law or otherwise, by any party without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

9.11         Remedies. Except as otherwise provided in Section 8.3(a) and (b), the parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach). Subject to the following sentence, (a) it is accordingly agreed that in the event of a breach (or threatened breach) of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement without proof of damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity and (b) each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto, and any requirement under any Law to post security as a prerequisite to obtaining equitable relief. Any party seeking an injunction or injunctions in accordance with this Agreement to prevent breaches of this Agreement or the Equity Commitment Letter and to enforce specifically the terms and provisions of this Agreement or the Equity Commitment Letter shall not be required to provide any bond or other security in connection with any such order or injunction. Notwithstanding anything herein to the contrary, it is explicitly agreed that the right of the Company to seek an injunction, specific performance or other equitable remedies in connection with enforcing Parent’s obligation to cause Mr. Hong to fund the Equity Financing at the Effective Time shall be subject to the requirements that (i) all of the conditions in Sections 7.1 and 7.2 have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing), (ii) the Debt Financing (and any Alternative Financing, if applicable) has been funded or would be funded in accordance with the terms of the Subscription Agreement (and any New Financing Documents, if applicable) at the Effective Time if the Equity Financing is funded at the Effective Time and (iii) the Company has irrevocably confirmed that if the Financing (and any Alternative Financing, if applicable) is funded, then it would take such actions that are within its control to cause the consummation of the transactions contemplated by this Agreement to occur, and would have no reason to believe that such action will not be effective to cause such consummation. For the avoidance of doubt, while Parent or the Company may pursue both a grant of specific performance and the payment of the Termination Fee under Section 8.3(a) or the Parent Termination Fee under Section 8.3(b), as the case may be, under no circumstances shall Parent or the Company be permitted or entitled to receive both a grant of specific performance that results in a Closing and monetary damages, including all or any portion of the Termination Fee or the Parent Termination Fee, as the case may be.

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9.12         Confidentiality.

(a)          Prior to and during the term of this Agreement, each party has disclosed or may disclose to the other party Confidential Information. Subject to Section 9.12(b), unless otherwise agreed to in writing by the disclosing party, the receiving party shall (i) except as required by Law, keep confidential and not disclose or reveal any Confidential Information to any Person other than the receiving party’s Representatives (A) who are actively and directly participating in the consummation of the transactions contemplated by this Agreement and other Transaction Documents or who otherwise need to know the Confidential Information for the transactions contemplated by this Agreement and other Transaction Documents and (B) whom the receiving party will cause to observe the terms of this Section 9.12, and (ii) not to use Confidential Information for any purpose other than in connection with the transactions contemplated by this Agreement and other Transaction Documents. Each party acknowledges that such party shall be responsible for any breach of the terms of this Section 9.12 by such party or its Representatives and each party agrees, at its sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information.

(b)          In the event that the receiving party or any of its Representatives is required by Law to disclose any the Confidential Information, the receiving party will provide the disclosing party with prompt notice of such request or requirement in order to enable the disclosing party to seek an appropriate protective order or other remedy (and if the disclosing party seeks such an order, the receiving party will provide such cooperation as the disclosing party shall reasonably request), to consult with the receiving party with respect to the disclosing party’s taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Section 9.12. In the event that such protective order or other remedy is not obtained, or the disclosing party waives compliance, in whole or in part, with the terms of this Section 9.12, the receiving party or its Representative will disclose only that portion of the Confidential Information that the receiving party is advised by counsel is legally required to be disclosed and will use such disclosing party’s best efforts to ensure that all Confidential Information so disclosed will be accorded confidential treatment.

9.13         Counterparts; Signatures. This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. This Agreement may be executed and delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, and in the event this Agreement is so executed and delivered, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first written above.

NEW SIHITECH LIMITED
By:	/s/Weidong Hong
	Name: Weidong Hong
	Title:   Director
NEW SIHITECH ACQUISITION LIMITED
By:	/s/Weidong Hong
	Name: Weidong Hong
	Title:    Director
YUCHENG TECHNOLOGIES LIMITED
By:	/s/Yingjun Li
	Name: Yingjun Li
	Title:   Chairman, Independent Committee

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APPENDIX 1

PLAN OF MERGER

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Appendix II

Rollover Shareholders

Rollover Shareholder	Company Shares
Yun Shi		1,472,878
Hong Wu		225,952
Dong Wang		374,206
Steve Shiping Dai		141,849
Chun Zheng		176,056
Weihua Hong		51,040
Lijing Ren		60,000
Yanmei Wang		954,429
Xun Yang		70,389
Danhui Ma		31,431
Xinmin Yu		146,803
Rebecca B. Le		72,725

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EX-7.03

EXECUTION VERSION

COMMITMENT LETTER

August 13, 2012

New Sihitech Limited

c/o Yucheng Technologies Limited

Beijing Global Trade Center, Tower D

Floor 9, 36 North Third Ring Road East, Dongcheng District

Beijing 100013, P.R. China

Attention: Weidong Hong

Ladies and Gentlemen:

This letter agreement sets forth the commitment of Mr. Weidong Hong (the “Sponsor”), subject to the terms and conditions contained herein, to purchase equity interests of New Sihitech Limited, a British Virgin Islands company (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Yucheng Technologies Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), Parent, and New Sihitech Acquisition Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct subsidiary of Parent. Capitalized terms used in this letter and not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

1.          Equity Commitment.

(a)          The Sponsor hereby commits, subject to the terms and conditions set forth herein, that, simultaneous with the closing of the Merger (the “Closing”), it shall purchase, or shall cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) for an aggregate cash purchase price in immediately available funds equal to $3,594,000 subject to adjustment pursuant to Section 1(b) below (the “Equity Commitment”), which will be used by Parent solely for the purpose of funding, to the extent necessary to fund, a portion of the aggregate Merger consideration required to be paid by Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement, together with related fees and expenses.

(b)          The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more affiliates of the Sponsor. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment specified under Section 1(a) to Parent and/or Merger Sub. In the event Parent does not require the amount of the Equity Commitment specified under Section 1(a) in order to consummate the Merger, the amount of the Equity Commitment to be funded under this letter agreement shall be reduced by Parent, to the level sufficient to, in combination with the other financing arrangements contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement.

2.          Conditions. The Equity Commitment shall be subject only to (a) the satisfaction or waiver at or prior to the Closing of each of the conditions set forth in Section 7.1 and Section 7.2 of the Merger Agreement (other than any conditions that by their nature are to be satisfied at the Closing but subject to the prior or substantially concurrent satisfaction of such conditions), and (b) the Debt Financing (or, if Alternative Financing is being used in accordance with Section 6.9 of the Merger Agreement, pursuant to the commitments with respect thereto) having been funded in accordance with the terms of the Subscription Agreement or will be funded at the Closing in accordance with the terms of the Subscription Agreement if the Equity Financing is funded at the Closing.

3.          Limited Guaranty. The Sponsor is executing and delivering to the Company a limited guaranty related to Parent’s and Merger Sub’s payment obligations with respect to the Parent Termination Fee under the Merger Agreement (the “Limited Guaranty”). Except as otherwise set forth in Section 9.11 of the Merger Agreement, and other than with respect to Retained Claims (as such term is defined under the Limited Guaranty), the Company’s remedies against the Sponsor under the Limited Guaranty (as set forth in and in accordance with the terms of the Limited Guaranty) shall be, and are intended to be, the sole and exclusive direct or indirect remedies (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) available to the Company and its affiliates (or to any Person purporting to claim by or through the Company or any of its affiliates or for the benefit of any of them) against the Sponsor and the Non-Recourse Parties (as defined in the Limited Guaranty) in respect of any claims, liabilities or obligations arising with respect to this letter agreement, the Merger Agreement or the Limited Guaranty and the transactions contemplated hereby and thereby.

4.          Enforceability; Third-Party Beneficiary. This letter agreement shall inure to the benefit of and be binding upon Parent and the Sponsor. This letter agreement may only be enforced by Parent pursuant to the terms hereunder or otherwise pursuant to the Merger Agreement. Subject to the foregoing, (a) none of Parent’s or Merger Sub’s creditors, nor any Person claiming by or on behalf of Parent or Merger Sub or any affiliate of Parent or Merger Sub shall have the right to enforce this letter agreement or to cause Parent or any other Person to seek to enforce this letter agreement against the Sponsor, and (b) nothing in this letter agreement, express or implied, is intended to confer upon any Person other than Parent any rights to enforce or cause Parent and/or Merger Sub to enforce the Equity Commitment or any provisions of this letter agreement or to confer upon any Person any rights or remedies against any Person other than the Sponsor under or by reason of this letter agreement.

5.          No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent and the Sponsor. Together with the Merger Agreement (including any schedules and exhibits thereto), the Company Disclosure Schedule, the Limited Guaranty, the Rollover Agreement, the Voting Support Agreement and other Financing Documents (and the New Financing Documents, if applicable), this letter agreement constitutes the entire agreement with respect to the subject matter hereof, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other, with respect to the transactions contemplated hereby. Each of the parties acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

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6.          Governing Law; Arbitration.

(a)          This letter agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof.

(b)          Any dispute, controversy or claim arising out of or relating to this letter agreement or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this letter agreement) (each a “Dispute”) shall be finally settled by arbitration.

(i)          The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Arbitration Rules of the HKIAC then in force (the “HKIAC Rules”).

(ii)         The arbitration shall be decided by a tribunal of three (3) arbitrators, whose appointment shall be in accordance with the HKIAC Rules. Arbitration proceedings (including but not limited to any arbitral award rendered) shall be in English.

(iii)        Subject to the agreement of the tribunal, any Dispute(s) which arise subsequent to the commencement of arbitration of any existing Dispute(s) shall be resolved by the tribunal already appointed to hear the existing Dispute(s).

(iv)        The award of the arbitration tribunal shall be final and conclusive and binding upon the parties as from the date rendered.

(v)         Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets. For the purpose of the enforcement of an award, the parties irrevocably and unconditionally submit to the jurisdiction of any competent court and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

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7.          Counterparts. This letter agreement shall not be effective until it has been executed and delivered by both parties hereto. This letter agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, but all such counterparts shall together constitute one and the same agreement. This letter agreement may be executed and delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, and in the event this letter agreement is so executed and delivered, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

8.          Termination. The obligation of the Sponsor to fund the Equity Commitment will terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, and (b) the Closing, provided that the Sponsor shall at or prior to the Closing have fully funded and paid to Parent the Equity Commitment.

9.          No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this letter agreement, Parent acknowledges and agrees that no Person other than the Sponsor (and its permitted successors and assigns under this letter agreement pursuant to the terms hereof) has any obligations hereunder and that no recourse shall be had hereunder, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party, through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise.

10.         Representations and Warranties. The Sponsor hereby represents and warrants to Parent that (a) the Sponsor has the authority to execute, deliver and perform this letter agreement; (b) this letter agreement has been duly and validly executed and delivered by the Sponsor and constitutes a valid and legally binding obligation of the Sponsor, enforceable against him in accordance with the terms of this letter agreement (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (c) the Sponsor has available funds in excess of the Equity Commitment; (d) no action by, and no notice to or filing with, any governmental entity is required in connection with the execution, delivery or performance of this letter agreement by the Sponsor; and (e) the execution, delivery and performance of this letter agreement by the Sponsor do not violate any applicable law binding on the Sponsor or the assets of the Sponsor, or conflict with any material agreement binding on the Sponsor.

11.         No Assignment. The Sponsor’s obligation to fund the Equity Commitment may not be assigned, except that the Sponsor may assign all or a portion of its obligations to fund the Equity Commitment to any of the Sponsor’s affiliates; provided, that, any such assignment shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such affiliate. Parent may not assign its rights to any of its affiliates or other entity owned directly or indirectly by the beneficial owners of Parent, without the prior written consent of the Sponsor and the Company (which shall be given or withheld solely in the discretion of the Sponsor and the Company). Any transfer in violation of this section shall be null and void.

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12.         Notices. All notices, requests, claims, demands and other communications required or permitted to be given under this letter agreement shall be given in the manner specified in the Merger Agreement (and shall be deemed given as specified therein) as follows:

(a)          if to the Sponsor:

c/o Yucheng Technologies Limited

Beijing Global Trade Center, Tower D

Floor 9, 36 North Third Ring Road East, Dongcheng District

Beijing 100013, P.R. China

Attention: Weidong Hong

Facsimile: +86 10 5913 7800

E-mail: hongwd@yuchengtech.com

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom

30^th Floor, China World Office 2

1 Jianguomenwai Avenue

Beijing 100004, PRC

Attention: Peter X. Huang, Esq.

Facsimile: +86 10 6535 5577

E-mail: Peter.Huang@skadden.com

(b)          if to Parent, to:

c/o Yucheng Technologies Limited

Beijing Global Trade Center, Tower D

Floor 9, 36 North Third Ring Road East, Dongcheng District

Beijing 100013, P.R. China

Attention: Weidong Hong

Facsimile: +86 10 5913 7800

E-mail: hongwd@yuchengtech.com

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with a copy to (which shall not constitute notice): 

Skadden, Arps, Slate, Meagher & Flom

30^th Floor, China World Office 2

 1 Jianguomenwai Avenue

Beijing 100004, PRC

Attention: Peter X. Huang, Esq.

Facsimile: +86 10 6535 5577

E-mail: Peter.Huang@skadden.com

[Signature Page Follows]

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Sincerely,
/s/Weidong Hong
Weidong Hong
Agreed to and accepted:
NEW SIHITECH LIMITED
By:	/s/Weidong Hong
Name: Weidong Hong
Title: Director

 Equity Commitment Letter

Signature Page

EX-7.04

EXECUTION VERSION

DATED AUGUST 13, 2012

exchangeable NOTES subscription AGREEMENT

by and among

hong weidong,

new siHItech limited,

cSOF FINTECH LIMITED

and

cEL FINTECH LIMITED

TABLE OF CONTENTS

1.	DEFINITIONS.	3
2.	CLOSING AND FUNDING OF THE EXCHANGEABLE NOTES.	14
3.	EXCHANGE OF THE EXCHANGEABLE NOTES.	15
4.	TERMS OF THE EXCHANGEABLE NOTES.	17
5.	REPRESENTATIONS AND WARRANTIES OF THE INVESTEES.	21
6.	REPRESENTATIONS AND WARRANTIES OF THE INVESTORS	22
7.	CONDITIONS TO THE OBLIGATIONS OF THE INVESTORS AT THE CLOSING	23
8.	COVENANTS BY THE INVESTEES	25
9.	CONFIDENTIALITY.	26
10.	GUARANTEE.	27
11.	TERMINATION.	30
12.	MISCELLANEOUS.	31

Schedules

Schedule A	DETAILS OF EXCHANGEABLE NOTES AND SHARES
Schedule B	COMPANY WARRANTIES
Schedule C	WFOE WARRANTIES
Schedule D	BVI I WARRANTIES
Schedule E	BVI II WARRANTIES
Schedule F	FOUNDER WARRANTIES
Schedule G	ACQUISITION VEHICLE WARRANTIES
Schedule H	MERGER SUB WARRANTIES
Schedule I	PRC SUBSIDIARIES
Schedule J	CONSENTS
Schedule K	ACTIONS BETWEEN SIGNING AND CLOSING

Exhibits

EXHIBIT A	FORM OF EXCHANGEABLE NOTE
EXHIBIT B	COMPANY DISCLOSURE SCHEDULE
EXHIBIT C	WFOE DISCLOSURE SCHEDULE
EXHIBIT D	FORM OF CHARGES OVER SHARES
EXHIBIT E	FORM OF BVI LEGAL OPINION
EXHIBIT F	FORM OF PRC LEGAL OPINION

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exchangeable notes subscription AGREEMENT

THIS EXCHANGEABLE NOTES SUBSCRIPTION AGREEMENT (this “Agreement”) is made August 13, 2012 by and among:

(A) CSOF FinTech Limited, a limited liability company incorporated in the British Virgin Islands (“CSOF FinTech”);

(B) CEL FinTech Limited, a limited liability company incorporated in the British Virgin Islands (“CEL FinTech” and together with CSOF FinTech, the “Investors” and each, an “Investor”);

(C) Hong Weidong (洪卫东), a PRC national (PRC ID No.XXXX) with an address at F9 Tower D, Beijing Global Trade Center, 36 North Third Ring Road East, Dongcheng District, Beijing PRC 100013 (“Mr. Hong” or, the “Founder”); and

(D) New Sihitech Limited, a company organized and existing under the laws of the British Virgin Islands, all of the issued and outstanding equity of which is owned by the Founder and through his wholly-owned subsidiaries, namely Humfield International Limited and Sihitech Company Limited (the “Acquisition Vehicle”).

The foregoing parties shall be hereinafter referred to collectively as the “Parties” and individually as a “Party”.

recitals

WHEREAS:

(A) Pursuant to the Acquisition Agreement, Merger Sub will be merged with and into Yucheng Technologies Limited, a limited liability company organized and existing under the laws of the British Virgin Islands (the “Company”), with the Company surviving the merger and becoming a direct wholly owned subsidiary of the Acquisition Vehicle as a result of the merger.

(B) As at the date hereof, the Founder beneficially owns approximately 16% of the total issued share capital of the Company on a fully-diluted basis.

(C) As at the date hereof, the authorized share capital of the Acquisition Vehicle is fifty thousand (50,000) ordinary shares with par value of US$1.00 per share, and the Company is authorized to issue 60,000,000 ordinary shares, no par value per share, and 1,000,000 preferred shares, no par value per share.

(D) The Acquisition Vehicle proposes to issue and sell to the Investors, and the Investors desire to subscribe for, an aggregate of US$48.0 million of Exchangeable Notes which are exchangeable into the Shares (as defined herein) at the Exchange Price on the terms and conditions set forth herein, evidenced by a promissory note of the Acquisition Vehicle in the form and substance of Exhibit A hereto (the “Exchangeable Notes”), to enable the Acquisition Vehicle to fund the Acquisition Consideration.

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(E) As security for the Exchangeable Notes, the Founder and the Acquisition Vehicle have agreed to execute or procure the execution of the Charges Over Shares (as defined herein) in favor of the Investors; and the Guarantor (as defined herein) has agreed to provide the Guarantee (as defined herein) to guarantee the due and punctual performance and observance by the Acquisition Vehicle of the Guaranteed Obligations (as defined herein).

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to and on the terms and conditions set forth herein, the Parties hereto agree as follows:

1. DEFINITIONS.

As used in this Agreement, the following terms shall have the meanings set forth or referenced below:

1.1     “Acquisition” means the acquisition by the Acquisition Vehicle of the Company by way of a merger of the Merger Sub with and into the Company, pursuant to the terms of the Acquisition Agreement, with the Company to be the surviving company of such merger.

1.2     “Acquisition Agreement” means the Agreement and Plan of Merger dated on or about the date of this Agreement and made among the Acquisition Vehicle, the Merger Sub and the Company.

1.3     “Acquisition Agreement Warranties” has the meaning set forth in Section 5.1.

1.4     “Acquisition Consideration” means the aggregate consideration for the Target Shares payable under the Acquisition Agreement.

1.5     “Acquisition Effective Time” means the “Effective Time” under and as defined in the Acquisition Agreement.

1.6     “Acquisition Vehicle Warranties” has the meaning set forth in Section 5.1 hereof.

1.7     “Affiliate” means, with respect to a Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person. The term “Affiliated” has the meaning correlative to the foregoing.

1.8     “Ancillary Agreements” means, collectively, the Investors’ Rights Agreement, the Charges Over Shares and any other document or agreement contemplated by this Agreement or any of the foregoing agreements.

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1.9     “Bankruptcy Event” with respect to any Person shall mean any of the following actions by or with respect to such Person: (a) the commencement by it of a voluntary case or proceeding under any applicable bankruptcy, insolvency, winding up, reorganization or court mediation or other similar Law or of any other case or proceeding to be adjudicated bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of it in an involuntary case or proceeding under any applicable bankruptcy, insolvency, winding up, reorganization, rehabilitation or other similar Law, or to the commencement of any bankruptcy, insolvency or court mediation case or proceeding against it which remains unstayed or undismissed and in effect for a period of 60 consecutive days, or the filing by it of a petition or answer or consent seeking reorganization or relief under any such Law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, planner, plan administrator or other similar official of such Person or of any substantial part of its properties or assets, or the making by it of an assignment for the benefit of its creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of any action by it in furtherance of any such action; or (b) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of such Person in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar Law, or (ii) a decree or order adjudging such Person a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement or composition of or in respect of such Person under such Law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, planner, plan administrator or other similar official of such Person or of any substantial part of its properties or assets, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days.

1.10     “Board of Directors” means the board of directors of the Company.

1.11     “Books and Records” has the meaning set forth in Section 9 of Schedule B attached hereto.

1.12     “Business Day” means a day (other than Saturday or Sunday) when banks are generally open for business in each of the United States, Hong Kong and the PRC.

1.13     “BVI” means the British Virgin Islands.

1.14     “BVI I” means Ahead Billion Venture Ltd., a company organized and existing under the laws of the British Virgin Islands and a wholly-owned subsidiary of the Company.

1.15     “BVI I Warranties” has the meaning set forth in Section 5.1 hereof.

1.16     “BVI II” means Port Wing Development Co., Ltd., a company organized and existing under the laws of the British Virgin Islands and a wholly-owned subsidiary of the Company.

1.17     “BVI II Warranties” has the meaning set forth in Section 5.1 hereof.

1.18     “Certificate of Merger” means the certificate of merger to be issued by the Registrar of Companies of the BVI pursuant to section 171(3) of the BVI Business Companies Act, 2004 (as amended) with respect to the Acquisition.

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1.19     “Charges Over Shares” has the meaning set forth in Section 7.13 hereof.

1.20     “Circular 75” means the circular entitled “Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles” issued by SAFE on October 21, 2005, and effective as of November 1, 2005.

1.21     “Claim Notice” has the meaning set forth in Section 12.3 hereof.

1.22     “Closing” has the meaning set forth in Section 2.3(a) hereof.

1.23     “Closing Date” has the meaning set forth in Section 2.3(a) hereof.

1.24     “Collateral” has the meaning set forth in Section 4.7 hereof.

1.25     “Company” has the meaning set forth in the Recitals hereto.

1.26     “Company Disclosure Schedule” has the meaning set forth in Section 5.1 hereof.

1.27     “Company Warranties” has the meaning set forth in Section 5.1 hereof.

1.28     “Confidential Information” has the meaning set forth in Section 9.1 hereof.

1.29     “Consent” means any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, certificate, exemption, order, registration, declaration, filing, report or notice of, with or to any Person.

1.30     “Contemplated Transactions” means the transactions contemplated hereby and by any of the other Transaction Documents.

1.31     “Contract” means, with respect to any specified Person, all loan agreements, indentures, letters of credit (including related letter of credit applications and reimbursement obligations), mortgages, security agreements, pledge agreements, deeds of trust, bonds, notes, guarantees, surety obligations, warranties, licenses, franchises, permits, powers of attorney, purchase orders, leases, and other agreements, contracts, instruments, obligations, offers, commitments, arrangements and understandings, written or oral, to which the specified Person is a party or by which it or any of its properties or assets may be bound or affected.

1.32     “Control”, “Controlled”, “Controlling” or “under common Control with” with respect to any Person means having the ability to direct the management and affairs of such Person, whether through the ownership of voting securities, by contract or otherwise, and such ability shall be deemed to exist when any Person holds a majority of the outstanding voting securities, or the economic rights and benefits, of such Person.

1.33     “Convention” has the meaning set forth in Section 12.14(f) hereof.

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1.34     “Convertible Securities” means, with respect to any specified Person, Securities convertible into, or exercisable or exchangeable for, any shares of any class of capital stock or any other ownership or equity interest in registered capital of such specified Person, however described and whether voting or non-voting.

1.35     “Delisting” means the successful delisting of the Shares from the NASDAQ Global Select Market and deregistration of the Shares under the Securities Exchange Act of 1934, as amended.

1.36     “Disclosing Party” has the meaning set forth in Section 9.4 hereof.

1.37     “Disclosure Schedules” has the meaning set forth in Section 5.1 hereof.

1.38     “Dispute” has the meaning set forth in Section 12.14 hereof.

1.39     “Environmental Approvals” has the meaning set forth in Section 16 of Schedule C attached hereto.

1.40     “Environmental Laws” means any and all laws, statutes, codes, rules, regulations, ordinances, policies, licenses, permits, consents, approvals, judgments, notices, decisions, injunctions, decrees or orders of the PRC, or any local, or municipal authority, regulating, relating to or imposing liability or standards of conduct concerning (i) the condition, pollution or protection of the environment, including surface water, groundwater, air, surface or subsurface soil, wildlife habitat, natural resources or related aspects of the environment, (ii) the protection of human health and safety or (iii) the generation, treatment, manufacturing, use, storage, handling, recycling, presence, Release, disposal, transportation or shipment of any Materials of Environmental Concern.

1.41     “Equity Security” means, with respect to any specified Person, any shares of any class of capital stock or any other ownership or equity interest in registered capital of such specified Person, however described and whether voting or non-voting, including, without limitation, all Convertible Securities and all Option Securities of such specified Person.

1.42     “Event of Default” has the meaning set forth in Section 4.6 hereof.

1.43     “Exchange” has the meaning set forth in Section 3.1 hereof.

1.44     “Exchange Date” has the meaning set forth in Section 3.3 hereof.

1.45     “Exchange Notice” has the meaning set forth in Section 3.2 hereof.

1.46     “Exchange Price” means the unit price used to convert the Exchangeable Notes into Shares, equivalent to US$3.90 per Share (which shall be proportionately adjusted for any subdivision, consolidation, share splits, share dividend, bonus issue or other similar events in respect of the Shares).

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1.47     “Exchangeable Notes” has the meaning set forth in the Recitals hereto.

1.48     “Financial Statements” has the meaning set forth in Section 23 of Schedule C attached hereto.

1.49     “Force Majeure Event” means any event which is unforeseeable and unavoidable and beyond the reasonable control of the affected party, including but not limited to: acts of God, acts of the public enemy, natural catastrophes, acts or failure to act by the other party, acts of civil or military authority, governmental priorities, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, wars and riots.

1.50     “Founder” has the meaning set forth in the Recitals hereof.

1.51     “Founder’s Contribution” means an amount no less than US$2.0 million to be contributed by the Founder to the Acquisition Vehicle to fund the Acquisition Consideration.

1.52     “Governmental Approval” means any Consent of, with or to any Governmental Authority.

1.53     “Governmental Authority” means (a) any nation (other than the PRC) or government or any province or state or any other political subdivision thereof; (b) any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including government authority, agency, department, board, commission or instrumentality of the PRC or any political subdivision thereof; and (c) any court, tribunal or arbitrator.

1.54     “Governmental Official” means any officer or employee of a Governmental Authority (including, for purposes of this definition, any entity or enterprise owned or controlled by a government or state), or any Person acting in an official capacity for or on behalf of any such Governmental Authority.

1.55     “Group Company” means the Acquisition Vehicle, the Company and any Person (other than a natural person): (i) that is controlled by the Acquisition Vehicle and the Company or (ii) whose assets, or portions thereof, are consolidated with the net earnings of the Acquisition Vehicle and the Company and are recorded on the books of the Acquisition Vehicle and the Company for financial reporting purposes in accordance with U.S. GAAP.

1.56     “Guarantee” means the guarantee provided by the Guarantor pursuant to Section 10.

1.57     “Guaranteed Obligations” has the meaning set forth in Section 10.

1.58     “Guarantor” means the Founder.

1.59      “Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

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1.60     “Indebtedness” as applied to any Person, means, without limitation: (a) all indebtedness for borrowed money; (b) all obligations evidenced by a note, bond, debenture, letter of credit, draft or similar instrument; (c) that portion of obligations with respect to capital leases that is properly classified as a liability on a balance sheet in accordance with U.S. GAAP; (d) notes payable and drafts accepted representing extensions of credit; (e) any obligation owed for all or any part of the deferred purchase price of property or services, which purchase price is due more than six months from the date of incurrence of the obligation in respect thereof; and (f) all indebtedness and obligations of the types described in the foregoing clauses (a) through (e) to the extent secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is non-recourse to the credit of that Person, provided that Indebtedness shall not include payables and accrued expenses, in each case arising in the ordinary course of business and reflected in the Financial Statements.

1.61     “Intellectual Property” has the meaning set forth in Section 9A of Schedule C attached hereto.

1.62     “Intellectual Property Licenses” has the meaning set forth in Section 9B of Schedule C attached hereto.

1.63     “Indemnifiable Loss” has the meaning set forth in Section 12.3 hereof.

1.64     “Indemnitee” has the meaning set forth in Section 12.3 hereof.

1.65     “Investees” means the Acquisition Vehicle and the Founder.

1.66     “Investee Warranties” has the meaning set forth in Section 5.2 hereof.

1.67     “Investment” has the meaning set forth in the Recitals hereto.

1.68     “Investors” has the meaning set forth in the Recitals hereto.

1.69      “Investors’ Rights Agreement” has the meaning set forth in Section 7.14 hereof.

1.70     “Known” or “Knowledge” means, with respect to any party, the actual knowledge of such Party’s executive officers and senior management and such knowledge as would be reasonably expected to be known by such executive officers and senior management in the ordinary and usual course of their professional responsibilities to such party after due inquiry.

1.71     “Law” means all applicable provisions of all: (a) constitutions, treaties, statutes, laws (including the common law), codes, rules, regulations, ordinances, mandatory guidelines, circulars, orders or implemented policies of any Governmental Authority; (b) Governmental Approvals; and (c) awards, decisions, injunctions, judgments, decrees, settlements, orders, processes, rulings, subpoenas or verdicts (whether temporary, preliminary or permanent) entered, issued, made or rendered by any court, administrative agency, arbitrator, Governmental Authority or other tribunal of competent jurisdiction.

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1.72     “Leases” means real property leases, subleases, licenses and occupancy agreements.

1.73     “Leased Real Property” means all interest leased pursuant to the Leases of each of the Investees and their respective subsidiaries.

1.74     “Liability” means any debt, liability, commitment or obligation of any kind, character or nature whatsoever, whether known or unknown, choate or inchoate, secured or unsecured, accrued, fixed, absolute, contingent or otherwise, and whether due or to become due.

1.75     “Licenses” means all licenses, permits, consents, authorizations, confirmations, certificates or approvals.

1.76     “Lien” means any mortgage, pledge, deed of trust, hypothecation, right of others, claim, security interest, encumbrance, burden, title defect, title retention agreement, lease, sublease, license, occupancy agreement, easement, covenant, condition, encroachment, voting trust agreement, security interest, option, right of first offer, negotiation or refusal, proxy, lien, charge, adverse claim or other restrictions (including, but not limited to, restrictions on transfer), encumbrances or limitations of any nature whatsoever, including, but not limited to, such Liens as may arise under any contract.

1.77     “Long-Stop Date” has the meaning set forth in Section 2.4 hereof.

1.78     “Major Contracts” has the meaning set forth in Section 8A of Schedule C attached hereto.

1.79     “Material Adverse Effect” means any (a) event, occurrence or condition that is materially adverse to the business, operations, results of operations, or condition (financial or otherwise) of the Group Companies taken as a whole; or (b) material impairment of the ability of the Acquisition Vehicle and the Founder taken as a whole to perform their obligations hereunder or under the other Transaction Documents; provided, however, that Material Adverse Effect shall not include any event, occurrence or condition arising out of or resulting from (i) any general national, international or regional economic or financial condition, event or occurrence, (ii) the public announcement of the transactions contemplated by this Agreement or the identity of the Investors (or any of its direct or indirect shareholders or control persons), the pendency of this Agreement or the transactions contemplated hereby, (iii) changes in the political, social or economic stability of countries in which the Company or any of its subsidiaries operate or source production or in the U.S., or changes in the global financial or securities markets, conditions or interest rates, (iv) changes in U.S. GAAP, IFRS or accounting policies or practices applicable to or applied by the Company or any of its subsidiaries, (v) any act of God, war or terrorism or other Force Majeure Event, (vi) any action or contemplated action of any Governmental Authority or (vii) any change or contemplated change in Law or any change in application or interpretation of Law (or any announcement of any such action or change).

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1.80     “Materials of Environmental Concern” means (i) any hazardous or dangerous material, chemical, substance or waste, including, but not limited to, those which are defined or regulated as a “hazardous substance,” “pollutant,” “contaminant,” “hazardous material,” “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “infectious waste,” “radioactive,” “toxic substance” or any other formulation intended to define, list or classify substances by reason of deleterious property, such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, or reproductive toxicity by any Governmental Authority pursuant to any Environmental Laws; and (ii) any diesel or diesel products, or fuel additives.

1.81     “Memorandum and Articles” means the Amended and Restated Memorandum of Association and Articles of Association of the Company, in the form and substance mutually acceptable to the Acquisition Vehicle and the Investors, incorporating the terms in the Transaction Documents to the extent permissible under the laws of BVI, to be filed by the Company on or prior to the Exchange.

1.82     “Merger Sub” means New Sihitech Acquisition Limited, a company organized and existing under the laws of the British Virgin Islands, all of the issued and outstanding equity of which is as of the date hereof owned by the Acquisition Vehicle.

1.83     “Note Amount” means, as of any date, the aggregate outstanding amount of the Principal Amount and the accrued but unpaid interest on the Principal Amount as of such date, as calculated in accordance with the terms of Section 4 hereof.

1.84     “Option Securities” means, with respect to any specified Person, all options, warrants and other rights to purchase or acquire any shares of any class of capital stock or any other ownership or equity interest in registered capital of such specified Person, however described and whether voting or non-voting, and any Convertible Securities of such specified Person.

1.85     “Payment Date” has the meaning set forth in Section 4.1 hereof.

1.86     “Paying Agent” means a reputable bank or trust company which is appointed as paying agent in accordance with the terms of the Acquisition Agreement and is reasonably acceptable to the Investors.

1.87     “Paying Agent Agreement” means an agreement in the form and substance reasonably satisfactory to the Investors to be executed between the Acquisition Vehicle and the Paying Agent.

1.88     “Permitted Liens” means (i) Liens for taxes, assessments and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been established; (ii) Liens created by or pursuant to the Transaction Documents; (iii) Liens incurred on deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, governmental insurance or government benefits or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and other similar obligations incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money); and (iv) easements, rights of way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the ordinary conduct of the business of the Company or any of its subsidiaries.

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1.89     “Person” means any individual, Governmental Authority, corporation, partnership, joint venture, limited partnership, proprietorship, association, limited liability company, firm, trust, estate, unincorporated organization or other enterprise or entity.

1.90     “PRC” means the People’s Republic of China, but, solely for the purposes of this Agreement and all Ancillary Agreements, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan.

1.91     “PRC Subsidiaries” means the subsidiaries of the Company organized in the PRC (other than WFOE) as set out in Schedule I.

1.92      “Principal Amount” has the meaning set forth in Section 2.1.

1.93     “Proceeding” means any action, suit, dispute, litigation, hearing, claim, demand, arbitration, charge, complaint, investigation, audit, examination, indictment or other civil, criminal, administrative or investigative proceeding by or before any Governmental Authority in effect, at law or in equity.

1.94     “Rollover Shareholders” means the “Rollover Shareholders” under and as defined in the Acquisition Agreement.

1.95     “Qualified IPO” means a firm commitment underwritten registered public offering by the Company of its Shares (or depository receipts or other securities evidencing Shares) that is approved by the Board and meets the following requirements: (x) is listed on a Qualified Stock Exchange; (y) is at a public offering price per share which implies a pre-offering valuation of the Company of not less than US$175,000,000 (or an equivalent value in any other currency).

1.96     “Qualified Stock Exchange” means the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Hong Kong Stock Exchange or any other internationally recognized stock exchange as approved by the Board;

1.97     “Related Party” means any Affiliate or shareholder of the Company or the WFOE, the members of the immediate family members of any such Affiliate or shareholder that is an individual and any such member’s sister or brother’s immediate family members, and any Person who Controls, is Controlled by, or is under common Control with the Founder or any shareholder of the Company. For purposes of the foregoing definition, “immediate family members” shall include an individual’s spouse, parents, children and siblings, whether by blood, marriage or adoption, and anyone residing in such individual’s home.

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1.98     “Release” means any release, spill, or leak, pumping, pouring, placing, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping into the environment, whether intentional or unintentional, negligent or non-negligent, sudden or non-sudden, accidental or non-accidental.

1.99      “SAFE” means the State Administration of Foreign Exchange of the PRC.

1.100    “SAIC” means the State Administration of Industry and Commerce of the PRC.

1.101     “SEC” means the U.S. Securities and Exchange Commission or any successor agency.

1.102     “Secured Obligations” has the meaning set forth in Section 4.7 hereof.

1.103     “Securities” means Equity Securities, shares of capital stock, partnership interests, limited liability company interests, warrants, options, bonds, notes, debentures and other equity and debt securities (including, with respect to the Acquisition Vehicle, for avoidance of doubt, the Exchangeable Notes) of whatever kind of any Person, whether readily marketable or not.

1.104     “Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.

1.105     “Security Documents” has the meaning set forth in Section 4.7 hereof, including but not limited to the Charges Over Shares.

1.106     “shareholder” means, with respect to any specified Person, a holder of the capital stock or share capital of such specified Person.

1.107     “Shares” means the Company’s ordinary shares, no par value per share, with the rights and privileges as set forth in the Memorandum and Articles.

1.108     “Share Option Scheme” means, with respect to any specified Person, any share option, share appreciation, share purchase, phantom share or other equity-based plan, arrangement, agreement, policy or understanding, whether written or unwritten, that provides or may provide benefits or compensation in respect of any employee, officer, director or consultant or former employee, officer, director or consultant of that specified Person or an Affiliate thereof or the beneficiaries or dependents of any such employee or former employee, officer, director or consultant.

1.109   “subsidiary” shall mean, with respect to any Person (herein referred to as the “parent”), any corporation, limited liability company, partnership, association or other business entity of which securities of other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held by the parent.

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1.110     “Target Shares” means the entire issued share capital of the Company, other than those beneficially owned by the Founder.

1.111     “Tax” means any income, franchise, capital stock, capital gain, profits, windfall profits, gross receipts, sales, use, value added, transfer, registration, stamp, premium, excise, customs duties, severance, environmental, real property, personal property, ad valorem, occupancy, license, occupation, employment, payroll, social security, disability, unemployment, workers’ compensation, withholding, estimated or other similar tax, levy, duty, fee, assessment or other governmental charge or deficiencies thereof (including all interest, surcharges and penalties thereon and additions thereto).

1.112     “Tax Authority” means any Governmental Authority responsible for the imposition of any Tax.

1.113     “Tax Benefits” means any Tax refunds, reductions, rebates, exemptions, deferrals, credit, waivers or other Tax-related benefits.

1.114     “Tax Breaks” means: (a) the minimum two-year exemption from PRC corporate income tax or other similar tax for a wholly foreign-owned enterprise after it becomes profitable; and (b) 50% reduction in the PRC corporate income tax or other similar tax otherwise payable by such wholly foreign-owned enterprise for a minimum three-year period after the expiration of the tax exemption referred to in clause (a).

1.115     “Tax Return” means any return, report declaration, filing form, claim for refund or information return or statement relating to Tax, including any schedule or attachment thereto and any amendment thereof.

1.116     “Tranche A Exchangeable Notes” means the Exchangeable Notes designated as Tranche A, constituting US$30.0 million of the Principal Amount in aggregate.

1.117     “Tranche B Exchangeable Notes” means the Exchangeable Notes designated as Tranche B, constituting US$18.0 million of the Principal Amount in aggregate.

1.118     “Transaction Costs” has the meaning set forth in Section 12.9 hereof.

1.119     “Transaction Documents” means this Agreement, the Ancillary Agreements and any other documents contemplated by the foregoing agreements.

1.120     “U. S.” or “United States” means the United States of America.

1.121     “U.S. GAAP” means generally accepted accounting principles in the Untied States.

1.122     “US$” means the legal currency of the United States.

1.123      “WFOE” means 北京宇信易诚科技有限公司, a wholly foreign-owned enterprise organized and existing under the laws of the PRC and a wholly-owned indirect subsidiary of the Company.

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1.124     “WFOE Disclosure Schedule” has the meaning set forth in Section 5.1 hereof.

1.125     “WFOE Warranties” has the meaning set forth in Section 5.1 hereof.

2. CLOSING AND FUNDING OF THE EXCHANGEABLE NOTES.

2.1        Exchangeable Notes. Subject to satisfaction or waiver of the conditions to Closing set forth in Section 7, (a) the Acquisition Vehicle shall on the Closing Date issue the Exchangeable Notes to the Investors, and (b) the Investors shall subscribe for the Exchangeable Notes in the aggregate principal amount of the Acquisition Consideration less the Founder's Contribution (the "Principal Amount") on the Closing Date in accordance with Section 2.2.

2.2        Division of the Principal Amount. The amount of the Exchangeable Notes to be issued by the Acquisition Vehicle to each Investor is set forth in Schedule A attached hereto.

2.3       Closing and Funding.

(a)          The funding and closing of the Exchangeable Notes (the “Closing”) as contemplated by this Agreement shall take place at the office of Troutman Sanders, 34^th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong, at 9:00 am (Beijing time) on the third Business Day following the date when all conditions to the Closing under Section 7 hereof have been satisfied or duly waived, or at such other time, on such other date or at such other location as is agreed by the Parties in writing (the “Closing Date”).

(b)          At the Closing, the Investors shall respectively but simultaneously pay to the Paying Agent, by wire transfer in immediately available funds, or by other payment methods mutually agreed in writing among the Acquisition Vehicle and the Investors prior to the Closing, an amount in the aggregate equal to the Principal Amount in accordance with Schedule A attached hereto. Notwithstanding anything to the contrary herein, the obligations of the Acquisition Vehicle at the Closing under this Section 2 are subject to each of the Investors effecting the Closing. In no event shall the Acquisition Vehicle be obligated or required to issue the Exchangeable Notes at the Closing in accordance with this Section 2 for an aggregate amount less than the Principal Amount.

(c)          The amounts of the Exchangeable Notes to be respectively subscribed by each Investor will be issued free and clear of, and without deduction or withholding for taxes, levies, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments.

(d)          At the Closing, the Acquisition Vehicle shall deliver, or cause to be delivered, to the Investors the following:

(i)          the Exchangeable Notes dated the Closing Date in the respective amounts loaned by each Investor pursuant to the Exchangeable Notes and totaling, in aggregate, the amount of the Principal Amount;

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(ii)         the certificates, documents and instruments to be delivered to substantiate the satisfaction of each of the conditions under Section 7 hereof; and

(iii)        such other documents as the Investors may reasonably request.

2.4           If any of the conditions to Closing set forth in Section 7 hereof have not been satisfied or waived by the Investors on or prior to August 13, 2013 (the “Long-Stop Date”), then each Investor and the Acquisition Vehicle shall have the right to terminate, at its sole discretion, this Agreement. Any such termination pursuant to this Section 2.4 shall have the effects as set forth in Section 11.2.

3. EXCHANGE OF THE EXCHANGEABLE NOTES.

3.1           Exchange. At the option of the Investors, the Exchangeable Notes shall be exchangeable into Shares at the Exchange Price at one time or multiple times and in whole or in part (a) at any time after the Delisting but before the Payment Date in respect of Tranche A Exchangeable Notes (such event, the “Tranche A Exchange”); or (b) at any time following the date that is one year after the Delisting but before the Payment Date in respect of Tranche B Exchangeable Notes (such event, the “Tranche B Exchange”, together with the Tranche A Exchange, the “Exchange”). Should a Qualified IPO be likely to occur on or before the Payment Date and the relevant listing authority (or the rules or regulations of the Qualified Stock Exchange) requires or requests that the Exchangeable Notes be fully exchanged or repaid, the Acquisition Vehicle shall promptly notify the Investors in writing together with sufficient details of such requirement(s) or request(s) (including the deadline given by the relevant listing authority to exchange or repay the Exchangeable Notes) and each Investor shall elect in writing within a reasonable period (the “Election Period”) either (i) to exchange all the outstanding Exchangeable Notes into Shares at the Exchange Price; or (ii) exchange all the outstanding Tranche A Exchangeable Notes into Shares at the Exchange Price and request the Acquisition Vehicle to prepay all outstanding Note Amount with respect of Tranche B Exchangeable Notes, at the closing of the Qualified IPO; or (iii) exchange all outstanding Tranche A Exchangeable Notes and part of the Tranche B Exchangeable Notes into Shares at the Exchange Price and request the Acquisition Vehicle to prepay the outstanding Note Amount with respect to part of the Tranche B Exchangeable Notes not exchanged, at the closing of the Qualified IPO; provided however that the Election Period shall be at least ten (10) Business Days long and the expiry date of the Election Period shall be prior to the deadline given by the relevant listing authority to exchange or repay the Exchangeable Notes as aforementioned; provided further, however, that if any Investor fails to deliver such written notice, the Acquisition Vehicle may require the Investors to exchange all the outstanding Tranche A Exchangeable Notes into Shares at the Exchange Price, and elect (A) to require the Investors to exchange all the outstanding Tranche B Exchangeable Notes into Shares at the Exchange Price at the closing the Qualified IPO, or (B) to prepay the outstanding Note Amount with respect to the Tranche B Exchangeable Notes at the closing the Qualified IPO. Any Shares to be delivered to an Investor in connection with an Exchange shall be Shares owned by Acquisition Vehicle and shall be transferred by the Acquisition Vehicle to such Investors in connection with such Exchange in accordance with the terms hereof. For the avoidance of doubt, the Acquisition Vehicle shall be liable for any Taxes incurred by the Acquisition Vehicle in connection with the transfer of the Shares pursuant to an Exchange.

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3.2       Exchange Notice.

(a)          Subject to any applicable Law, to exercise the Exchange, the Investors shall provide a written notice (the “Exchange Notice”) to the Company stating their intention to exercise their option to exchange the Exchangeable Notes, the amount of the Exchangeable Note to be exchanged, the number of Shares to be transferred by the Acquisition Vehicle to such Investor in such exchange (together with reasonable evidence of such Investor’s calculation of the number of Shares), and a proposed Exchange Date in accordance with Section 3.1.

(b)          The right of the exchanging Investor to repayment of the principal amount of the Exchangeable Notes being exchanged shall be extinguished and the Acquisition Vehicle shall be released on the Exchange Date from such repayment obligations subject to the due delivery of such Shares exchanged to such Investor in accordance with Section 3.3.

(c)          In the event the Investors do not exchange the outstanding Note Amount of such Exchangeable Note in full, such outstanding Note Amount shall be due and payable by the Acquisition Vehicle to the Investors on the Payment Date.

3.3       Exchange Date.

(a)          The closing of the Exchange and the transfer and delivery of the Shares by the Acquisition Vehicle in connection therewith shall take place at the office of Troutman Sanders, 34^th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong, at 10:00 am (Beijing time) on the date set forth in the Exchange Notice (the “Exchange Date”). The Parties agree that all transactions at the Exchange shall be deemed to occur simultaneously and none of them shall be deemed to have occurred until the consummation of the Exchange.

(b)          Prior to any Exchange, the Investors shall take all actions reasonably necessary to release the Charge over Shares executed by the Acquisition Vehicle with respect to the number of Shares to be transferred and delivered to the applicable Investor pursuant to such Exchange (with such release taking effect conditional upon the completion of such Exchange), including, without limitation, a deed of release.

(c)          At the Exchange, the Investors shall deliver to the Acquisition Vehicle the relevant original Exchangeable Notes which the Acquisition Vehicle shall mark “Cancelled” or “Paid in Full”.

(d)          At the Exchange, the Acquisition Vehicle shall deliver, or cause to be delivered, to each Investor participating in such Exchange the following:

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(i)          a certificate representing the duly authorized and validly issued Shares to be transferred to such Investor by the Acquisition Vehicle upon the Exchange, registered in the name of the Investor or its designee;

(ii)         a certificate signed by an authorized officer of the Acquisition Vehicle certifying that (A) the resolutions of the Acquisition Vehicle approving the transfer of Shares in connection with the Exchange, and (B) such Shares are conveyed, transferred, assigned and delivered to such Investor by the Acquisition Vehicle free and clear of all Liens;

(iii)        written resolutions of all shareholders of the Company approving and adopting the Memorandum and Articles;

(iv)        evidence verifying that the Memorandum and Articles have been duly filed by the Company with the applicable Governmental Authority in the BVI;

(v)         copies of the register of members and the register of directors of the Company, as certified by a director or an executive officer of the Company and updated to reflect the Exchange;

(vi)        copies of the Ancillary Agreements, in each case, duly executed by the Investees, as applicable; and

(vii)       such other documents as the Investors may reasonably request.

4. TERMS OF THE EXCHANGEABLE NOTES.

4.1           Maturity. Subject to Section 4.5 hereof, the Exchangeable Notes shall be due and payable in full on the fifth anniversary of the Closing Date (the “Payment Date”) if the Exchange does not occur in full on, or prior to, the Payment Date in accordance with Section 3.1 hereof.

4.2           Interest. The Exchangeable Notes shall bear interest payable semi-annually in arrears on the outstanding Tranche B Exchangeable Notes from the Closing Date (a) at a rate of 5% per annum within the first year following the Closing Date; and (b) at a rate of 18% per annum after the first year following the Closing Date until the Tranche B Exchangeable Notes have been either fully repaid or exchanged. If the Principal Amount of the Tranche B Exchangeable Notes has neither been fully repaid nor exchanged prior to the Payment Date, any accrued but unpaid interest shall be paid pursuant to Section 4.5.

4.3           Use of Proceeds. The Acquisition Vehicle shall use the proceeds resulting from the funding of the Exchangeable Notes to fund the payment of the Acquisition Consideration. The Acquisition Vehicle shall provide the Investors with reasonably detailed supporting documentation evidencing the use of the proceeds by the Acquisition Vehicle.

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4.4           Notes. The Acquisition Vehicle’s obligation to repay the Exchangeable Notes shall be evidenced by promissory notes issued by the Acquisition Vehicle in the form and substance of Exhibit A hereto.

4.5           Repayment. The outstanding Principal Amount not repaid or exchanged pursuant to Section 3.1 hereof, together with all amounts in respect of any accrued but unpaid interest thereon, shall be paid to the Investors on the Payment Date by wire transfer in immediately available funds. The Acquisition Vehicle shall have the right to prepay all or any part of the outstanding Tranche B Exchangeable Notes prior to the Payment Date, provided that the Acquisition Vehicle shall give each Investor a prior written notice indicating its intent to repay the outstanding Tranche B Exchangeable Notes and specifying in such notice the amount of such repayment, which shall be at a minimum repayment amount of US$500,000. In any event, such notice shall be given by the Acquisition Vehicle at least ten (10) Business Days prior to the date of such repayment. The Acquisition Vehicle shall make all payments to be made by it without any deduction or withholding for Taxes, unless such deduction or withholding is required by law. If such deduction or withholding is required by law to be made by the Acquisition Vehicle, the amount of the payment due from the Acquisition Vehicle shall be increased to an amount which (after making such deduction or withholding) leaves an amount equal to the payment which would have been due if no such deduction or withholding had been required.

4.6        Events of Default. If, prior to the full repayment or exchange of the Exchangeable Notes, one or more of the following events (each, an “Event of Default”) shall occur:

(a)          default in the due observance or performance of any material term, covenant, or agreement contained in the Security Documents by any Party thereunder other than the Investors;

(b)          default in the due observance or performance of any material term, covenant or agreement contained in this Agreement or any of the other Transaction Documents by any Party hereunder or thereunder other than the Investors, and such default shall not have been cured within sixty (60) Business Days after the Acquisition Vehicle and the Founder have received written notice from the Investors of such default;

(c)          the Acquisition Vehicle, any Group Company or Guarantor fails to comply with any of the financial undertakings under any loan agreement to which it is a party;

(d)          the Acquisition Vehicle or any Group Company stops or suspends payments to its creditors generally or is unable or admits its inability to pay its debts as they fall due or seeks to enter into any arrangement with its creditors or is declared or becomes bankrupt or insolvent; or

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(e)          the occurrence of a Bankruptcy Event with respect to the Acquisition Vehicle or any of the Group Companies, then (A) the Investors, by joint written notice to the Acquisition Vehicle, may declare the Note Amount as of such date immediately due and payable, together with all accrued but unpaid interest thereon through such date, and the Investors may immediately enforce the security granted by this Agreement and (B) from and after the Event of Default, the Tranche A Exchangeable Notes shall accrue interest at 25% per annum compounded on an annual basis and the Tranche B Exchangeable Notes and all accrued but unpaid interest shall accrue interest at 20% per annum compounded on an annual basis or, if less, the highest rate permitted by applicable Law from and after the Event of Default. The Acquisition Vehicle agrees to pay the Investors all reasonable out-of-pocket costs and expenses incurred by the Investors (when incurred) in any effort to collect the Note Amount.

4.7        Security Interests.

(a)          As security for the prompt and complete performance by the Investees of their respective obligations under this Agreement and to induce the Investors to enter into this Agreement and the other Transaction Documents, the Acquisition Vehicle hereby charges and assigns to the Investors a first priority security interest in all of its rights, titles and interests in any Person that it currently owns or hereafter acquires (including, but not limited to the Company), whether now existing or hereafter arising and wherever located (the “Collateral”) to the extent permitted by applicable Laws.

(b)          The Acquisition Vehicle shall take any further actions, make any filings in any jurisdiction or execute any further documents (the “Security Documents”) reasonably requested by the Investors in order to create a fully perfected (if applicable) first priority security interest in the Collateral or any portion thereof.

(c)          The security granted by this Agreement is in addition to and independent of any other rights or security held by the Investors at any time for the obligations of the Investees under this Agreement (the “Secured Obligations”) and shall not merge with or prejudice or be prejudiced by any such rights or security or any other contractual or legal rights of the Investors, all or any of which the Investors may take, perfect, enforce, renew, vary, release or refrain from taking, perfecting or enforcing without releasing, reducing or otherwise affecting the Secured Obligations.

(d)          The obligations of the Acquisition Vehicle under this Section 4.7 will not be affected by any act, omission, matter or thing which, but for this Section 4.7, would reduce, release or prejudice any of its obligations under this Agreement (without limitation and whether or not known to it or the Investors) including, without limitation:

(i)          any time, waiver or consent granted to, or composition with, or other indulgence being granted to each Investee or any other Person (except granted by the Investors);

(ii)         the release of each Investee or any other Person under the terms of any composition or arrangement with any creditor;

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(iii)        the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of each Investee or other Person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security;

(iv)        any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of each Investee or any other Person;

(v)         any amendment (however fundamental), waiver, release or replacement of any document setting out the terms of the Secured Obligations or any other document or security;

(vi)        any unenforceability, illegality or invalidity of any obligation of any Person under any document setting out the terms of the Secured Obligations or any other document or security; or

(vii)       any Bankruptcy Event affecting, or any reorganization or other change in, each Investee or any Group Company.

(e)          No failure on the part of the Investors to exercise, or delay on their part in exercising, any right they may have in respect of the Collateral shall operate as a waiver thereof, nor shall any single or partial exercise of such a right preclude any further or other exercise of that or any other such right.

(f)          The security constituted by this Agreement shall be continuing security and will extend to the ultimate balance of the Secured Obligations regardless of any intermediate or partial payment or satisfaction of the whole or any part of the Secured Obligations.

(g)          The Investors shall not be obliged before exercising any of their rights, powers or remedies conferred upon them in respect of any of the Investees by this Agreement or by Law:

(i)          to make any demand of the Investees;

(ii)         to take any action or obtain judgment in any court against the Investees;

(iii)        to make or file any claim or proof in a winding-up or dissolution of the Investees; or

(iv)        to enforce or seek to enforce any other security taken in respect of any of the obligations of the Investees to the Investors.

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(h)          Each Investee agrees that, until the discharge in full of the Secured Obligations, any right which it may at any time have by reason of performance by it of its obligations under this Agreement:

(i)          to be indemnified by Acquisition Vehicle and the Company;

(ii)         to claim any contribution from any other Person of the Acquisition Vehicle’s and any Group Company’s obligations to the Investors; and/or

(iii)        to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any of the Investors or of any other security taken pursuant to, or in connection with, this Agreement by the Investors,

shall be exercised by them in such manner and upon such terms as the Investors may require and further agrees to hold any moneys at any time received by them as a result of the exercise of any such right for and on behalf of, and to the order of, the Investors for application in or towards payment of any sums at any time owed to the Investors by any of the Investees.

(i)          For the purpose of preserving the Investors’ right to prove in the liquidation, bankruptcy or other insolvency of any of the Investees for the full amount of the Secured Obligations, the Investors may place any money received under this Agreement to the credit of securities realized or suspense account for so long as reasonably required to preserve such rights, without any obligation in the meantime to apply such money in or towards discharge of any of the Secured Obligations.

(j)          Upon the earliest to occur of (1) the full exchange or repayment of the Exchangeable Notes, and (2) the termination of this Agreement in accordance with Section 11 hereof, the Investors shall at the request and cost of the Acquisition Vehicle:

(i)          release, reassign and discharge (as appropriate) to the Acquisition Vehicle the Collateral;

(ii)         release, reassign and discharge (as appropriate) to the relevant Person any other Secured Obligations under this Agreement; and

(iii)        execute such termination statements and other documents as may be reasonably requested by the Acquisition Vehicle or any relevant Person to evidence the same.

5. REPRESENTATIONS AND WARRANTIES OF THE INVESTEES.

5.1           Representations. As of the date hereof, each Investee hereby represents and warrants to each Investor as expressed in Sections 5.1(a) below, subject only to matters disclosed in the Company disclosure schedule (the “Company Disclosure Schedule”) and the WFOE disclosure schedule (the “WFOE Disclosure Schedule”, together with the Company Disclosure Schedule, the “Disclosure Schedules”), as applicable, attached hereto as Exhibit B and Exhibit C respectively.

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(a)          Representations by the Investees. Subject only to matters disclosed in the Disclosure Schedules, the Investees jointly and severally represent and warrant to each Investor, as of the date hereof, that (i) each of the representations and warranties regarding the Company set forth in Schedule B attached hereto (the “Company Warranties”), (ii) each of the representations and warranties regarding the WFOE set forth in Schedule C attached hereto (the “WFOE Warranties”), (iii) each of the representations and warranties regarding the BVI I set forth in Schedule D attached hereto (the “BVI I Warranties”), (iv) each of representations and warranties regarding the BVI II set forth in Schedule E attached hereto (the “BVI II Warranties”), (v) each of the Founder’s representations and warranties set forth in Schedule F attached hereto (the “Founder Warranties”), (vi) each of Acquisition Vehicle’s representations and warranties set forth in Schedule G attached hereto (the “Acquisition Vehicle Warranties”), (vii) each of the representations and warranties regarding Merger Sub set forth in Schedule H attached hereto (the “Merger Sub Warranties”), and (viii) each of the representations and warranties set forth in the Acquisition Agreement (the “Acquisition Agreement Warranties”) is true and correct.

5.2           Acknowledgment. Each Investee acknowledges that each Investor has entered into this Agreement and the other Transaction Documents to which it is a party in reliance upon, among other things, the Company Warranties, the WFOE Warranties, the BVI I Warranties, the BVI II Warranties, the Acquisition Vehicle Warranties, the Founder Warranties, the Merger Sub Warranties and the Acquisition Agreement Warranties (collectively, the “Investee Warranties”). Save as expressly otherwise provided, each of the Investee Warranties shall be separate and independent and shall not be limited by reference to any other Investee Warranty or part thereof.

6. REPRESENTATIONS AND WARRANTIES OF THE INVESTORS. Each Investor hereby represents and warrants to each Investee, severally and not jointly, that:

6.1           Status. Such Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.

6.2           Power and Authority. Such Investor has the requisite power and authority and has secured all permits, licenses, consents or registrations from competent government authorities in accordance with applicable law that are required to execute and deliver each of the Transaction Documents to which it is a party and to perform its obligations thereunder.

6.3           Enforceability. All action on the part of each Investor necessary for the authorization, execution and delivery of each of the Transaction Documents to which it is a party, the performance of all obligations by it under each of the Transaction Documents to which it is a party and the consummation of the Contemplated Transactions has been taken or, to the extent expressly specified in this Agreement or any Transaction Document, will be taken prior to the Closing. This Agreement and each of the Ancillary Agreements to which an Investor is a party executed and delivered by such Investor in connection herewith, when executed and delivered in accordance herewith or therewith, has been or will be duly executed and delivered by such Investor, and constitutes or will constitute legal, valid and binding obligations of such Investor, enforceable in accordance with their respective terms, except that enforcement hereof and thereof may be limited by: (a) bankruptcy, insolvency, fraudulent transfer, reorganization and moratorium laws and by other similar laws of general applicability relating to or affecting the rights of creditors; or (b) laws relating to the availability of specific performance, injunctive relief or other equitable remedies or general equity principles.

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6.4           No Conflicts, Etc. The execution, delivery and performance by such Investor of this Agreement and each of the Transaction Documents to which it is a party, and the consummation of the Contemplated Transactions, do not and will not: (a) conflict with, contravene, or result in a violation or breach of or default (with or without the giving of notice or the lapse of time or both) under, or (b) result in the creation of any Lien (or any obligation to create any Lien) upon any of the properties or assets of such Investor under, in each case, (i) any Law applicable to such Investor or any of its properties or assets, (ii) any provision of any of the organizational documents of such Investor, or (iii) any contract, agreement or other instrument to which such Investor is a party or by which its properties or assets may be bound.

6.5           Exchange for their own Account. The Shares received by the Investors, if any, will be acquired for investment purposes for the Investors’ own account or the account of one or more of the Investors’ Affiliates, not as a nominee or agent, with the present intention of holding such shares for purposes of investment and not with a current view to the resale or distribution of any party thereof, and the Investors do not have any present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, each Investor further represents that it has not been organized for the purpose of acquiring the Shares, and it does not have any Contract with any Person to, directly or indirectly, sell, transfer or grant participations, with respect to any of the Shares, and has not solicited any Person for such purpose.

6.6           Non-US Resident. Such Investor is not resident in the United States and is acquiring the Shares in an offshore transaction under Rule 903 of the Securities Act. Such Investor has such knowledge and experience in financial and business matters that such Investor is capable of evaluating the merits and risks of an investment in the Acquisition Vehicle, and that such Investor is able to bear the economic risks of an investment in the Shares and can afford a complete loss of such investment.

7. CONDITIONS TO THE OBLIGATIONS OF THE INVESTORS AT THE CLOSING. The obligations of the Investors at the Closing under Section 2.3 hereof are subject to the fulfillment on or before the Closing of each of the following conditions (unless duly otherwise waived in writing by the Investors):

7.1           Representations and Warranties. The Investee Warranties that are qualified by materiality or Material Adverse Effect shall be true and correct on and as of the Closing Date with the same effect as though such Investee Warranties had been made on and as of the Closing Date, and the Investee Warranties that are not qualified by materiality shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such Investee Warranties had been made on and as of the Closing Date.

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7.2           Performance. Each Investee shall have performed and complied in all material respects with all covenants, undertakings, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it at or before the Closing.

7.3           Authorizations. Each Investee shall have obtained all Consents of competent Governmental Authorities set forth on Schedule J for the consummation of all of the transactions contemplated by this Agreement, and all such Consents shall be effective as of the Closing.

7.4           Approval from Acquisition Vehicle. The duly signed resolutions of the board of directors of the Acquisition Vehicle approving and authorizing this Agreement and each of the other Transaction Documents, and the transactions contemplated hereunder and thereunder, shall have been delivered to the Investors.

7.5           Approval from the Company. The Investors shall have received written confirmation from the Acquisition Vehicle confirming that the special committee of the Board and the holders of a majority of the outstanding ordinary shares of the Company have approved the Acquisition.

7.6           Confirmation from the Acquisition Vehicle. The Investors shall have received a written confirmation (in a form and substance reasonably satisfactory to the Investors) from the Acquisition Vehicle confirming that: (i) the Articles of Merger have been filed with the BVI Registry of Companies and attaching the acknowledgment of receipt issued by the BVI Registry of Companies; (ii) the Acquisition Agreement remains in full force and effect and has not been rescinded or repudiated by any party to it; and (iii) the Acquisition Effective Time has occurred.

7.7           Founder’s Contribution. The Founder has made irrevocable wire transfers of the Founder’s Contribution to the Paying Agent, and written confirmation by the Founder that such amount of Founder’s Contribution will be applied towards funding the Acquisition Consideration.

7.8           Proceedings and Documents. All corporate and other proceedings in connection with the Contemplated Transactions shall be reasonably satisfactory in form and substance to the Investors, and the Investors shall have received all such counterpart originals or other copies of such documents as it may reasonably request.

7.9           No Litigation. Except as disclosed on the Disclosure Schedules, no action, suit, proceeding, claim or arbitration shall have been instituted or, to the Knowledge of Investees, threatened to be instituted prior to the Closing against any of the Investees and the Group Companies seeking to enjoin, challenge the validity of, or assert any Liability against any of them on account of, any transactions contemplated by this Agreement and any of the other Transaction Documents.

7.10         Compliance Certificate. Each of the Acquisition Vehicle and the Founder shall have delivered to the Investors a certificate, dated the Closing Date and signed by a duly authorized director or officer (or, in the case of the Founder, signed by the Founder), in form and substance reasonably satisfactory to the Investors, certifying that the conditions set forth in this Section 7 have been satisfied as of the Closing Date.

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7.11         No Material Adverse Change. There shall not have occurred on or prior to the Closing any event likely to have a Material Adverse Effect.

7.12         No Prohibition. Neither the consummation nor the performance of any of the transactions contemplated herein will, directly or indirectly (with or without the giving of notice or the lapse of time or both), contravene, or conflict with, or result in a violation of: (a) any applicable Law; (b) any Law that has been published, introduced or otherwise proposed by any Governmental Authority; or (c) any applicable Governmental Approvals.

7.13         Charges Over Shares. The Founder and the Acquisition Vehicle shall have executed and delivered the Deeds of Share Charge (the “Charges Over Shares”), in the form of Exhibit C attached hereto, dated the Closing Date, to charge to the Investors their respective legal and beneficial interests in and to the issued and outstanding equity in each of the Acquisition Vehicle and the Company.

7.14         Paying Agent Agreement. The Investees shall have duly executed and delivered a customary Paying Agent Agreement, in form and substance reasonably acceptable to each of the Investees and Investors.

7.15         Opinion of BVI Counsel. The Investors shall have received from Appleby, the BVI counsel to the Acquisition Vehicle, a legal opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit E.

7.16         Opinion of PRC Counsel. The Investors shall have received from Jingtian & Gongcheng Attorneys at Law, the PRC counsel to the Acquisition Vehicle, a legal opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit F.

8. COVENANTS BY THE INVESTEES. Each Investee hereby agrees and covenants that it shall take all action reasonably necessary to effect the covenants set forth in this Section 8.

8.1           Advice of Changes. Until the earlier of (x) Exchangeable Notes are either fully repaid or exchanged; or (y) the Payment Date, the Acquisition Vehicle shall promptly advise the Investors in writing of: (a) any breach of any covenant or obligation of such Person pursuant to this Agreement or any of the other Transaction Documents such that the condition set forth in Section 7.2 would not be satisfied; (b) any Material Adverse Effect; (c) any change, event, circumstance, condition or effect with respect to itself that could reasonably be expected to result in a Material Adverse Effect or cause any of the conditions set forth in Section 7 not to be satisfied.

8.2           Best Efforts. Each Investee shall use its reasonable best efforts to cause the conditions to Closing specified in Section 7 to be satisfied in full as soon as possible after the date hereof, but in any event, before the Long-Stop Date.

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8.3           Restrictions on Transfer of Equity Securities and Issue of New Equity Securities. Prior to the Closing, without the Investors’ prior written consent, no Party may sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of in any way, directly or indirectly, all or any part of any interest in the Equity Securities of or any other indirect interest in the Acquisition Vehicle or the Merger Sub, as the case may be, now or hereafter owned or held by such Person, other than as otherwise contemplated by this Agreement, the Acquisition Agreement or as set forth on Schedule K.

8.4           No Indebtedness to the Acquisition Vehicle by Shareholders or Corporate Officers. Prior to the Closing, the Acquisition Vehicle or Merger Sub shall not enter into any contract or other arrangement that would result in any Indebtedness due to Acquisition Vehicle and Merger Sub from any shareholder, corporate officer or board member of the Group Companies, except with the written consent of the Investors.

8.5           Delisting. The Acquisition Vehicle shall ensure that the Delisting occurs within one hundred (100) days after the Acquisition Effective Time.

8.6           Certificate of Merger. The Acquisition Vehicle shall provide a certified copy of the Certificate of Merger within fifteen (15) Business Days after the Closing.

8.7           Investors’ Rights Agreement. At or prior to the Closing, the Investees and as procured by the Investees, the Rollover Shareholders and the Company shall duly execute and deliver a customary Investors’ Rights Agreement (the “Investors’ Rights Agreement”), which shall contain material rights and obligations of the parties and be in form and substance reasonably acceptable to each of the Investees and Investors.

9. CONFIDENTIALITY.

9.1           Disclosure of Terms. The terms and conditions of this Agreement and the Transaction Documents, as well as all other non-public information provided by one Party to another Party hereunder (collectively, the “Confidential Information”), including its or their existence, shall be considered confidential information and shall not be disclosed by the Party receiving such information from another Party, except as permitted in accordance with the provisions set forth below in this Section 9.

9.2           Permitted Disclosures by Acquisition Vehicle. Notwithstanding the foregoing, the Acquisition Vehicle may, after the Closing or the Exchange, disclose the existence of the investment and the identity of the Investors solely to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case, only where such Persons are under appropriate non-disclosure obligations substantially similar to those set forth in this Section 9.

9.3           Permitted Disclosures by the Investors. Notwithstanding the foregoing and subject to any restriction contemplated in relation to a Qualified IPO, the Investors shall be entitled to disclose their respective investments in the Acquisition Vehicle or the Company solely to its employees, bankers, lenders, co-investors, accountants and attorneys, in each case, only where such Persons are under appropriate non-disclosure obligations to the Acquisition Vehicle substantially similar to those set forth in this Section 9.

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9.4           Legally Required Disclosure. In the event that any Party is requested by Governmental Authorities or becomes legally required (including without limitation, pursuant to securities laws and regulations) to disclose, under applicable Laws, any Confidential Information in contravention of the provisions of this Section 9, such Party (the “Disclosing Party”) shall provide the other Parties hereto with prompt written notice of that fact and shall consult with the other Parties hereto regarding such disclosure. The Disclosing Party shall, to the extent possible and with the cooperation and reasonable efforts of the other Parties, seek a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the Confidential Information which is legally required to be disclosed and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential Information.

9.5           Press Releases, Etc. Except as permitted by this Section 9, no press release or public announcements regarding the Investors’ investment in the Acquisition Vehicle or the Company as contemplated in this Agreement may be made in any press conference, professional or trade publication, marketing materials or otherwise to the general public without the prior written consent of the Investors.

9.6           Other Information. The provisions of this Section 9 shall be in addition to, and not in substitution for, the provisions of any separate non-disclosure agreement executed by any of the Parties hereto with respect to the transactions contemplated hereby.

9.7           Notices. All notices required under this Section 9 shall be made pursuant to Section 12.8 hereof.

10. GUARANTEE.

10.1         Guarantee by the Guarantor of the Acquisition Vehicle’s Obligations. In consideration of the entry by the Investors into this Agreement and the making of the Tranche B Exchangeable Notes, the Guarantor, as principal obligator, hereby unconditionally and irrevocably guarantees to the Investors and their successors, endorsees and assigns the due and punctual payment of the Principal Amount of the Tranche B Exchangeable Notes and the interest accrued thereon when and as the same shall become due and payable, whether at the stated maturity, by declaration of acceleration upon the occurrence of the Event of Default, by call for repayment or otherwise, and the due and punctual performance and observance by the Acquisition Vehicle of all of its obligations, agreements, covenants, commitments and undertakings under or pursuant to this Agreement (the “Guaranteed Obligations”) and agree to indemnify the Investors against all Losses which the Investors may suffer through or arising from any breach of the Guaranteed Obligations. This Guarantee is given for the benefit of the Investors and their successors and assigns and shall be binding on the Guarantor and his successors, executors, and administrators.

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10.2         Irrevocable and Continuity. The Guarantee is an irrevocable guaranty of payment (and not just of collection) and shall continue in effect notwithstanding any assumption of the Guaranteed Obligations by any other Person.

10.3         Guarantee Unconditional. The Guarantee set out in this Section 10 is in no way conditional upon any requirement that the Investors first attempt to collect or enforce any of the Guaranteed Obligations from or against the Acquisition Vehicle.

10.4         Primary Obligations. The Guarantor hereunder acknowledges and agrees that his obligations hereunder are primary and not secondary obligations pursuant to the terms of this Guarantee. The Guarantor hereby agrees to pay promptly to the Investors and perform promptly for the Investors on demand all of the Guaranteed Obligations whenever and to the extent the Acquisition Vehicle fails to pay and perform them punctually when due. The Guarantor hereby waives all special suretyship defenses and protest, notice of protest, demand for performance, diligence, notice of any other action at any time taken or omitted by the Investor and, generally, all demands and notices of every kind in connection with this Section 10 and the Guaranteed Obligations, and which such Guarantor may otherwise assert against the Investors.

10.5         Effectiveness. This Section 10 shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or performance of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by the Investors upon the insolvency, bankruptcy or reorganization of Acquisition Vehicle or otherwise. In the event that collection efforts are required, the Guarantor agrees to pay to the Investors all attorney’s fees and other costs and expenses that the Investors reasonably incur in the collection of the Guaranteed Obligations from the Guarantor.

10.6         Liability. The liability of the Guarantor under this Section 10 shall not be released or diminished by any variation of the terms of the Guaranteed Obligations, or any forbearance, neglect, waiver or delay in seeking performance of the Guaranteed Obligations or any granting of time for such performance or any other fact or circumstance other than a specific written waiver by the Investors.

10.7         Indemnity. The Guarantor agrees to indemnify and hold harmless the Investors from and against any and all Losses of any nature whatsoever occasioned by any act or default by the Acquisition Vehicle pursuant to the provisions of this Agreement or under any documents or instruments executed or delivered pursuant thereto or by any failure on the part of the Acquisition Vehicle to observe and perform any or all of its covenants, undertakings and obligations pursuant to the provisions of this Agreement or any documents or instruments executed or delivered in furtherance thereof or pursuant thereto.

10.8         Primary Liability of Guarantor. The obligations of the Guarantor hereunder are, to the extent permitted by applicable laws, and shall be absolute and unconditional and any monies or amounts expressed to be owing or payable by the Guarantor hereunder shall be recoverable from the Guarantor as principal debtor in respect thereof.

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10.9 Obligations Continuing.

(a)          The obligations of the Guarantor hereunder shall be continuing and shall remain in full force and effect until all the Guaranteed Obligations have been paid and satisfied in full.

(b)          Without prejudice to or in any way limiting or lessening the Guarantor’s liability and without obtaining the consent of or giving notice to the Guarantor, the Investors may grant time, extensions, indulgences, releases and discharges, and accept compositions from, or otherwise deal with the Acquisition Vehicle, the Merger Sub and the Guarantor, as the Investors may see fit.

10.10         Obligations Not Affected. The obligations of the Guarantor hereunder shall, to the extent permitted by applicable laws, be absolute and unconditional irrespective of the validity, legality or enforceability of this Agreement or any other document related hereto, and shall not be released, affected or reduced by any act, omission, default matter or thing whatsoever, occurring before, upon or after demand for payment hereunder (and whether or not known to the Guarantor, the Acquisition Vehicle or the Investors) which, but for this provision, might constitute a whole or partial defense to a claim against the Guarantor hereunder or might operate to release or otherwise exonerate the Guarantor from any of his obligations hereunder or otherwise affect such obligations, including without limitation:

(a)          any limitation of status or power, disability, incapacity or other circumstances relating to Acquisition Vehicle;

(b)          any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Acquisition Vehicle to the Investors;

(c)          the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any security, guarantee, rights or remedies from or against the Acquisition Vehicle or its assets or the release or discharge or failure to renew any such security, guarantee, rights or remedies;

(d)          the granting of time, extensions, renewals, compromises, concessions, waivers and other indulgences to the Acquisition Vehicle;

(e)          any amendment or supplement to or other variation of the Guaranteed Obligations or other obligations of the Acquisition Vehicle to the Investors;

(f)          any change in the control, business, assets, capital structure or constitution of the Acquisition Vehicle or the Guarantor or any merger or amalgamation of the Acquisition Vehicle;

(g)          the winding up, insolvency, bankruptcy or liquidation of the Acquisition Vehicle or the Guarantor;

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(h)          any disability or any other defense of the Acquisition Vehicle or any other Person and any other circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor or might otherwise constitute a legal or equitable discharge of a surety or a guarantor or otherwise; or

(i)          any omission, in whole or in part, by the Investors to prove their claim or interest in any winding up, insolvency, bankruptcy or liquidation of the assets of the Acquisition Vehicle or the Guarantor.

10.11         Postponement. All indebtedness and liability of the Acquisition Vehicle to the Guarantor, present or future, actual or contingent, is hereby postponed to the payment in full of the Guaranteed Obligations. Any payments or proceeds which are received by the Guarantor on account of any indebtedness or liability of the Acquisition Vehicle to the Guarantor shall be received by the Guarantor in trust for the Investors and shall be held in trust by the Guarantor and forthwith, upon demand, paid to the Investors to be applied on account of the Guaranteed Obligations.

10.12         No Withholding or Deduction. Any amount payable by the Guarantor shall be paid in full on demand without any deduction or withholding whatsoever (whether in respect of set-off, counterclaim, duties, charges, taxes or otherwise).

10.13         Claims by Guarantor. The Guarantor represents to and undertakes with the Investors that he has not taken and will not take any security in respect of his liability under this Guarantee from the Acquisition Vehicle. So long as any of the Guaranteed Obligations remain unpaid or undischarged, the Guarantor hereby waives (but only with respect to the Investors and not as to any other Persons) all rights to subrogation arising out of any payment by the Guarantor under this Section 10 and shall not exercise any right of subrogation or any other rights of a surety or enforce any security or other right or claim against the Acquisition Vehicle or claim in the insolvency or liquidation of the Acquisition Vehicle in competition with the Investors. If the Guarantor receives any payment or benefit in breach of this Section 10, it shall hold the same upon trust for the Investors as a continuing security for the Guaranteed Obligations.

10.14         Default. In the event the Guarantor or the Acquisition Vehicle defaults for any reason in the performance of the Guaranteed Obligations, the Guarantor shall forthwith upon demand unconditionally perform (or use his reasonable best efforts to procure performance of) and satisfy (or use his reasonable best efforts to procure the satisfaction of) the Guaranteed Obligations in regard of which such default has been made in accordance with this Agreement and so that the Investors receive the same benefits as they would have received if the Guaranteed Obligations had been duly performed and satisfied by the Guarantor and the Acquisition Vehicle.

11. TERMINATION.

11.1         Termination. Notwithstanding anything in this Agreement to the contrary and without prejudice to the termination provisions set out in each of the other Transaction Documents, this Agreement and the transactions contemplated hereby may, by written notice given at any time prior to the Closing, be terminated:

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(a)          by the Investors and the Investees, upon their mutual written consent;

(b)          by the Investors or the Acquisition Vehicle pursuant to Section 2.4 hereof;

(c)          by the Investors, if a material breach of any provision of this Agreement has been committed by any of the Investees and such breach (i) would result in the failure of the conditions to Closing set forth in Section 7 or (ii) cannot be cured by the Long-Stop Date, in which case, the Investees are required to pay to the Investors break costs of US$5,000,000 within five (5) Business Days of demand by the Investors;

(d)          by the Investees, if a material breach of any provision of this Agreement has been committed by any of the Investors and such breach cannot be cured by the Long-Stop Date, in which case, each of the Investors are required to pay to the Investees their respective attributable amounts of the break costs of US$5,000,000 pro-rata to their respective portions of the Principal Amount within five (5) Business Days of demand by the Investees; or

(e)          by either the Investors or the Investees, if any Governmental Authority shall have issued, enacted, entered, promulgated or enforced any judgment, order, injunction rule or decree, or taken any other action restraining, enjoining or otherwise prohibiting the consummation of any material transactions contemplated herein and such judgment, order, injunction rule or decree or other action shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(e) shall not be available to any Party that has failed to fully comply with its obligations hereunder in any manner that shall have proximately contributed to the occurrence of such judgment, order, injunction rule or decree or other action.

11.2         Effect of Termination. In the event of the termination of this Agreement pursuant to Section 11.1 hereof, this Agreement (other than Section 10, this Section 11 (Confidentiality), Section 12.3 (Indemnity), Section 12.5 (Governing Law), Section 12.8 (Notices), Section 12.9 (Finder’s Fee), Section 12.10 (Transaction Costs), and Section 12.14 (Dispute Resolution) hereof, which shall remain in full force and effect) shall forthwith become null and void and no Party hereto (or any of their respective representatives or shareholders) shall have any Liability to any other Party hereto, except as provided in this Section 11.2. The Parties hereby agree that in the event this Agreement is terminated in accordance with Section 11.1(c) or Section 11.1(d), by the Investors or the Acquisition Vehicle, as applicable, the right to receive the payment of break costs by the Investors or the Acquisition Vehicle, as applicable, shall be the sole and exclusive remedy of such party with respect to this Agreement and the transactions contemplated hereby.

12. MISCELLANEOUS.

12.1         Survival. The representations, warranties and covenants of the Investees and the Investors contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement; provided, however, that all claims with respect to the representations and warranties set forth herein must be asserted prior to the second anniversary of the Closing Date (the “Survival Date”).

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12.2         Availability of Legal Advice. The Parties acknowledge that each Party has had the opportunity to have the advice of their respective counsel. No interpretation should be made against the drafter of this Agreement or any of the other Transaction Documents.

12.3         Indemnity.

(a)          Indemnity. The Investees, jointly and severally, agree to indemnify, defend and hold harmless the Investors, and, if applicable, their respective directors, officers, shareholders, partners, employees, attorneys, accountants, financial advisors, agents and their respective successors and assigns (each, an “Indemnitee”), against any and all Indemnifiable Losses to such Indemnitee (whether or not involving a third-party claim), directly or indirectly based on, arising out of, resulting from, relating to, or in connection with:

(i)          any material breach of or inaccuracy in any of the Investee Warranties made by any of the Investees in this Agreement or any other representation or warranty made by an Investee in any certificate or document delivered pursuant to this Agreement, other than those, if any, that have been waived in writing by the Investors;

(ii)         any material breach or violation of or failure to materially perform any covenant, agreement, undertaking or obligation of any of the Investees set forth in this Agreement or any other Transaction Documents, other than those, if any, that have been waived in writing by the Investors; or

(iii)        any claim by any Governmental Authority in connection with Taxes or Tax Benefits of any Group Company.

(b)          For purposes of this Section, “Indemnifiable Loss” means, with respect to any Indemnitee, any action, cost, damage, disbursement, expense, liability, loss, obligation, penalty or settlement of any kind or nature, whether direct or indirect, including, but not limited to: (i) interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Indemnitee; and (ii) any Taxes that may be payable by such Indemnitee as a result of the indemnification of any Indemnifiable Loss hereunder.

(c)          Notwithstanding the foregoing, under no circumstance shall the Investees be liable for any Indemnifiable Losses in the aggregate that exceeds the Principal Amount together with all interest accrued thereon; provided, however, that the preceding limitations in this Section 12.3(c) hereof shall not apply to Indemnifiable Losses with respect to breaches of those representations and warranties related to (A) Corporate Status; (B) Power and Authority; Authorization; (C) Enforceability; (D) Title; Liens; and (E) Tax Matters.

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(d)          Any indemnification claim brought by any Indemnitee against the Investees shall be made by delivery of a written notice thereof prior to the Survival Date (the “Claim Notice”). Such Claim Notice shall set forth in reasonable detail the basis of the claim. In case of a claim brought by any Person who is not a party to this Agreement or an affiliate of a party to this Agreement with respect to which the Indemnitee provides a Claim Notice, the Investees shall be entitled to participate therein and, to the extent that they shall wish, to assume the defense thereof, with counsel satisfactory to such Indemnitee and shall pay as incurred all the fees and disbursements of such counsel related to such proceeding. In any such proceeding, the Indemnitee shall have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the Investees shall pay, as incurred, the fees and expenses of the counsel retained by the Indemnitee in the event (i) the Indemnitee and the Investees shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding include both the Indemnitee Party and Investees and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.

(e)          All sums payable under this Section 12.3 shall be paid in full without set-off or counterclaim or any restriction or condition and free and clear of any Tax or other deductions or withholdings of any nature. If Investees making the indemnification payment are required by any law or regulation to make any deduction or withholding (on account of tax or otherwise) from any payment, the Investees shall, together with such payment, pay such additional amount as will ensure that the Indemnitee receives (free and clear of any Tax or other deductions or withholdings) the full amount which it would have received if no such deduction or withholding had been required. In such a case, the Investees shall promptly forward to the Indemnitee copies of official receipts or other evidence showing that the full amount of any such deduction or withholding has been paid over to the relevant Tax authority.

(f)          To the extent that the Investors have actual Knowledge of a fact or condition that would result in a breach of an Investee Warranty as of the execution date of this Agreement and the Investors nevertheless execute this Agreement, the Investors shall have no right to later make an indemnification or other claim based on such breach. If, subsequent to execution and delivery of this Agreement, the Investors become aware of a fact or condition that arises after the date hereof and that would result in an Investee Warranty being untrue as of the Closing Date, then the Investor shall as soon as reasonably practicable notify the Investees in writing of the same. If, after the Closing Date, the Investors become aware that an Investee Warranty was not true when made by the Investees with respect to such Investee Warranty will materially and adversely affect the Investors’ interest and the occurrence of such disclosed event or matter is caused, directly or indirectly, by the willful and intentional acts of any of the Investees or their Affiliates, then the Investors shall retain the right to bring a claim against the Investees or their Affiliates in accordance with Section 12.3.

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12.4         Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties hereto whose rights or obligations hereunder are affected by such terms and conditions. This Agreement, and the rights and obligations herein, may be assigned following the Closing by each Investor to any other person in the Investor’s sole discretion. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective permitted successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. For avoidance of doubt, upon the transfer of all or part of the Note Amount to any future noteholder(s) by the Investors, such future noteholder(s) shall enjoy the rights and benefits to which the Investors are entitled in respect of such Note Amount as if the future noteholder(s) were Party(ies) to this Agreement.

12.5         Governing Law. This Agreement shall be governed by and construed under the laws of Hong Kong.

12.6         Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts transmitted by facsimile shall be deemed to be originals.

12.7         Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

12.8         Notices. Any notice required or permitted pursuant to this Agreement shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to the address as set forth on the signature pages herein (or at such other address as such Party may designate by 15 days’ advance written notice to the other Parties to this Agreement given in accordance with this Section). Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.

12.9         Finder’s Fee. Except as set forth in the Disclosure Schedules, each Party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with the Contemplated Transactions.

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12.10 Transaction Costs.

(a)          After the Closing is consummated, the Acquisition Vehicle shall reimburse the Investors for all reasonable costs and expenses incurred by the Investors in connection with the negotiation, execution, delivery and performance of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, (a) all costs and expenses incurred in connection with the Investors’ due diligence (financial, legal, accounting or otherwise) review of the Company, BVI I, BVI II, the WFOE, the PRC Subsidiaries, the Acquisition Vehicle and the Founder, (b) all costs and expenses of any outside legal counsel or other advisor in connection with the Contemplated Transactions, and (c) all costs and expenses of any “big four” international accounting firm in its audit review or other financial or accounting due diligence review of the Company, BVI I, BVI II, the WFOE, the PRC Subsidiaries, the Acquisition Vehicle and the Founder (collectively, the “Transaction Costs”); provided, that the Acquisition Vehicle shall not be liable to reimburse the Investors for any Transaction Costs in excess of US$160,000.

(b)          In the event that any dispute among the Parties to this Agreement should result in litigation, arbitration or any other form of dispute settlement, the prevailing part(ies) in such dispute shall be entitled to recover from the losing part(ies) all fees, costs and expenses of enforcing any right of such prevailing part(ies) under or with respect to this Agreement, including, without limitation, such reasonable fees, expenses and disbursements of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

12.11         Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the duly authorized written consent of: (a) the Investors; (b) the Acquisition Vehicle; and (c) the Founder. Any amendment or waiver effected in accordance with this Section 12.11 shall be binding on all Parties, including all their permitted assigns and transferees.

12.12         Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable: (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision; and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

12.13         Entire Agreement. This Agreement and the Transaction Documents, together with all schedules and exhibits hereto and thereto, constitute the entire agreement among the Parties hereto with respect to the subject matters hereof and no Party shall be liable or bound to any other Party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein; provided, however, that nothing in this Agreement or any Ancillary Agreement shall be deemed to terminate or supersede the provisions of any confidentiality and non-disclosure agreements executed by the Parties hereto prior to the date of this Agreement, all of which agreements shall continue in full force and effect until terminated in accordance with their respective terms.

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12.14 Dispute Resolution.

(a)          Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof (each, a “Dispute”), shall be resolved through consultation. Such consultation shall begin within seven (7) days after one Party hereto has delivered to the other Party hereto a written request for such consultation. If within thirty (30) days following the date on which such written request is given the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of a Party with written notice to the other Parties.

(b)          The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”). There shall be three arbitrators. Each of the following: (i) the claimant to the Dispute, or in the case of more than one claimant, all such claimants acting collectively (the “Claimant”), and (ii) the respondent to the Dispute, or in the case of more than one respondent, all such respondents acting collectively (the “Respondent”), shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list. The Claimant and the Respondent shall jointly select the third arbitrator, who shall be qualified to practice law in Hong Kong. If any Party does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the HKIAC.

(c)          The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the Arbitration Rules of the HKIAC in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 12.14, including the provisions concerning the appointment of arbitrators, the provisions of this Section 12.14 shall prevail.

(d)          The arbitrators shall decide any dispute submitted by the Parties to the arbitration strictly in accordance with the substantive law of Hong Kong and shall not apply any other substantive law.

(e)          In making their award, the arbitrators shall have the right to award attorney’s fees and other costs and expenses. Each Party hereto shall cooperate with the others in making full disclosure of and providing complete access to all information and documents requested by the others in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such Party and the provisions in this Section 12.14. The award of the arbitration tribunal shall be final and binding upon the disputing Parties, and any Party may apply to a court of competent jurisdiction for enforcement of such award. The Parties shall cooperate and use their respective best efforts to take all actions reasonably required to facilitate the prompt enforcement in the PRC or in any other jurisdiction of any arbitration award made by the tribunal. Subject to the provisions in this Section 12.14, a Party shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

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(f)          The Parties hereby waive any rights under the Arbitration Act 1996 or otherwise to appeal any arbitration award to, or to seek determination of a preliminary point of law by, the courts of the PRC or the United States. The Parties further expressly waive their right to any form of recourse from or against such arbitral proceedings or arbitral award to any judicial authority. Notwithstanding the foregoing, the Parties may seek to enforce such arbitral award under relevant Hong Kong laws and convention. The arbitral tribunal shall not be authorized to take or provide, and none of the Parties shall be authorized to seek from any judicial authority, any interim measures of protection or pre-award relief against the Investors, any provisions of the HKIAC Arbitration Rules notwithstanding.

(g)          For the purposes of any court proceedings in accordance with or relating to the provisions of this Section 12.14, each Party hereby irrevocably submits to the non-exclusive jurisdiction of any courts of competent jurisdiction. Each Party hereby irrevocably consents to the service of process or any other legal summons out of such courts in respect of any such proceedings by mailing copies thereof by registered airmail postage prepaid to its address specified herein. Each Party covenants and agrees that, so long as it has any obligations under this Agreement or any Ancillary Agreement, it shall maintain a duly appointed agent to receive service of process and any other legal summons in Hong Kong for purposes of any such proceedings brought by any other Party and shall keep each other Party advised of the identity and location of such agent.

(h)          To the extent that each Party may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any Ancillary Agreement from any suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction such immunity (whether claimed or not) may be attributed to it or its assets, such Party irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction.

(i)          To the extent that each Party may, in any proceeding brought pursuant to this Section 12.14 arising out of or in connection with this Agreement or any Ancillary Agreement, or the breach, termination or invalidity hereof or thereof, be entitled to the benefit of any provision requiring any Party in such suit, action or proceeding to post security for the costs of such Party or Parties, or to post a bond or to take similar action, each such Party hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under applicable Laws.

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(j)          Each of the Parties hereto recognizes and acknowledges that a breach by it of any covenants or agreements contained in this Agreement will cause the other Party to sustain damage for which it would not have an adequate remedy at Law for money damages, and therefore each of the Parties hereto agrees that in the event of any such breach the aggrieved Party shall be entitled to the remedy of specific performance, or its equivalent in the jurisdiction that specific performance is not available, of such covenants and agreements, and injunctive and other equitable relief, or their respective equivalent in the jurisdiction that such injunctive and other equitable relief is not available, in addition to any other remedy to which it may be entitled, at law or in equity.

[Signature pages follow.]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

CSOF FinTech	CSOF FinTech Limited
	By	/s/Kiril Ip
	Name: KIRIL IP
	Title:   Director

Address:	46/F Far East Finance Centre
	16 Harcourt Road Hong Kong

Fax: (852) 2520 5125

Attention: Mr. Kiril IP

Witness:

/s/Leslie Fung

Name: LESLIE FUNG

CEL FinTech Limited	CEL FinTech Limited
	By	/s/Kiril Ip
	Name: KIRIL IP
	Title:   Director

Address:	46/F Far East Finance Centre
	16 Harcourt Road Hong Kong

Fax: (852) 2520 5125

Attention: Mr. Kiril IP

Witness:

/s/Leslie Fung

Name: LESLIE FUNG

Executed as a Deed and Delivered by HONG Weidong 洪卫东

By /s/ Hong Weidong 

Address:	F9 Tower D, Beijing Global Trade
	Center, 36 North Third Ring
	Road East, Dongcheng District,
	Beijing PRC

Fax: +86 10 5913 7800

Witness:

/s/Nannan Lu

Name: NANNAN LU

Acquisition Vehicle New Sihitech Limited

By /s/Hong Weidong

Name:	Weidong Hong
Title:	Director

Address: 

c/o Yucheng Technologies Limited

Beijing Global Trade Center, Tower D

Floor 9, 36 North Third Ring Road, East

Dongcheng District

Beijing 100013, P.R.China

Fax: +86 10 5913 7800

Attention: Weidong Hong

Witness:

/s/Nannan Lu

Name: NANNAN LU

EX-7.05

EXECUTION VERSION

CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2012 by and among New Sihitech Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Hong Weidong, PRC ID No. XXXX and certain of his affiliates listed on Schedule A (collectively, the “Founder”), and the shareholders of Yucheng Technologies Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), listed on Schedule B (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).

RECITALS

WHEREAS, concurrently herewith, Parent, New Sihitech Acquisition Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving company (the “Merger”);

WHEREAS, the Founder is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such ordinary shares, no par value per share, of the Company (the “Shares”) as set forth on Schedule A (the “Founder Shares”);

WHEREAS, each Rollover Shareholder is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of the Shares set forth opposite such Rollover Shareholder’s name on Schedule B (with respect to each Rollover Shareholder, the “Rollover Shares”);

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, the Founder desires to contribute the Founder Shares to Parent in exchange for newly issued ordinary shares of Parent (the “Parent Shares”);

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, the Rollover Shareholders desire to waive their right to receive any Per Share Merger Consideration with respect to any of the Rollover Shares and to continue to beneficially own such Rollover Shares following the Closing;

WHEREAS, in order to induce Parent, Merger Sub and the Company to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, the Founder and the Rollover Shareholders are entering into this Agreement; and

WHEREAS, the Founder and the Rollover Shareholders acknowledge that Parent, Merger Sub and the Company are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Founder and the Rollover Shareholders set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Parent, the Founder and the Rollover Shareholders hereby agree as follows:

1.          Contribution of Founder Shares. Subject to the conditions set forth herein, immediately prior to the Closing and without further action by the Founder, all of the Founder’s right, title and interest in and to the Founder Shares shall be contributed, assigned, transferred and delivered to Parent.

2.          Issuance of Parent Shares. As consideration for the direct benefit received by Parent as a result of the contribution, assignment, transfer and delivery of the Founder Shares to Parent pursuant to Section 1, Parent shall issue 0.016677 Parent Share in the name of the Founder (or, if designated by the Founder in writing, in the name of an affiliate of the Founder) for each Founder Share contributed by the Founder, in the amount set forth on Schedule A. The Founder hereby acknowledges and agrees that (a) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due the Founder by Parent with respect to the Founder Shares, and (b) on receipt of such Parent Shares, the Founder shall have no right to any Per Share Merger Consideration with respect to the Founder Shares contributed to Parent by the Founder.

3.          Rollover Shares. Each Rollover Shareholder hereby (a) waives any right to the Per Share Merger Consideration with respect to such Rollover Shareholders’ Rollover Shares, and (b) acknowledges and agrees that the Rollover Shares will survive the Merger and such Rollover Shareholder shall continue to beneficially own such Rollover Shares following the Closing.

4.          Closing. Subject to the satisfaction in full (or waiver) of all of the conditions set forth in Sections 7.1 and 7.2 of the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing), the closing of the contribution and exchange of the Founder Shares contemplated hereby (the “Contribution Closing”) shall take place within 48 hours prior to the Closing.

5.          Deposit of Founder Shares. Prior to the Closing, the Founder and any agent of the Founder holding certificates evidencing any Founder Shares shall deliver or cause to be delivered to Parent all certificates representing Founder Shares in such Persons’ possession, (a) duly endorsed for transfer or (b) with executed stock powers, both reasonably acceptable in form to Parent and sufficient to transfer such shares to Parent, for disposition in accordance with the terms of this Agreement (the “Share Documents”). The Share Documents shall be held by Parent or any agent authorized by Parent until the Contribution Closing.

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6.          Irrevocable Election.

(a)          The execution of this Agreement by the Founder evidences, subject to Section 9, the irrevocable election and agreement by the Founder to contribute the Founder Shares in exchange for Parent Shares on the terms and conditions set forth herein.

(b)          The execution of this Agreement by the Rollover Shareholders evidences, subject to Section 9, the irrevocable election and agreement by the Rollover Shareholders to consent to the terms of the Merger being that the Rollover Shares beneficially owned by the Rollover Shareholders will not be converted into the right to receive the Per Share Merger Consideration, but rather that they will remain outstanding and survive the Merger, and to waive any right to any Per Share Merger Consideration with respect to the Rollover Shares in exchange for continuing beneficial ownership of such Rollover Shares following the Closing.

(c)          In furtherance of the foregoing clauses (a) and (b), each of the Founder and the Rollover Shareholder covenants and agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 9, the Founder or such Rollover Shareholder, as applicable, shall not, directly or indirectly, (i) tender any Founder Shares or Rollover Shares, as applicable, into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the Transfer of any Founder Shares or Rollover Shares, as applicable, or any right, title or interest thereto or therein (including by operation of law), (iii) deposit any Founder Shares or Rollover Shares, as applicable, into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement of even date herewith by and among Parent, the Company, the Founder and certain of the Rollover Shareholders (the “Voting Agreement”)) with respect to any Founder Shares or Rollover Shares, as applicable, (iv) knowingly take any action that would make any representation or warranty of the Founder or such Rollover Shareholder, as applicable, set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying the Founder or such Rollover Shareholder, as applicable, from performing any of his, her, or its obligations under this Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer in violation of this paragraph shall be void.

(d)          The Founder and each Rollover Shareholder covenants and agrees, severally and not jointly, that the Founder or such Rollover Shareholder, as applicable, shall promptly (and in any event within twenty-four (24) hours) notify Parent of any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by the Founder or such Rollover Shareholder, as applicable, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, if any, after the date hereof. Any such Shares shall automatically become subject to the terms of this Agreement, and Schedule A or Schedule B, as applicable, shall be deemed amended accordingly.

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7.          Representations and Warranties of the Founder and the Rollover Shareholders. The Founder and each Rollover Shareholder makes the following representations and warranties, severally and not jointly, to Parent, each and all of which shall be true and correct as of the date of this Agreement and as of the Contribution Closing, and shall survive the execution and delivery of this Agreement:

(a)          Ownership of Shares. As of the Contribution Closing, the Founder or such Rollover Shareholder, as applicable, (i) will be the beneficial owner of, and have good and valid title to, the Founder Shares or the Rollover Shares, as applicable, free and clear of Liens other than as created by this Agreement and the Voting Agreement; (ii) will have sole voting power, sole power of disposition, and sole power to demand dissenter’s rights (if applicable), in each case with respect to all of the Founder Shares or the Rollover Shares, as applicable, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities laws, laws of the State of British Virgin Islands, laws of the People’s Republic of China and the terms of this Agreement and the Voting Agreement; and (iii) will not be subject to any voting trust agreement or other contract to which the Founder or such Rollover Shareholder, as applicable, is a party restricting or otherwise relating to the voting or Transfer of the Founder Shares or the Rollover Shares, as applicable, other than this Agreement and the Voting Agreement. As of the date hereof, other than the Founder Shares or the Rollover Shares, as applicable, the Founder or such Rollover Shareholder does not own, beneficially or of record, any Shares, securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities). The Founder or such Rollover Shareholder has not appointed or granted any proxy or power of attorney that will be in effect as of the Contribution with respect to any Founder Shares or Rollover Shares, as applicable, except as contemplated by this Agreement or the Voting Agreement.

(b)          Organization, Standing and Authority. The Founder and each such Rollover Shareholder has full legal power and capacity to execute and deliver this Agreement and to perform the Founder’s or such Rollover Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by the Founder or such Rollover Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of the Founder or such Rollover Shareholder, as applicable, enforceable against the Founder or such Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If the Founder or such Rollover Shareholder is married, and any of the Founder Shares or Rollover Shares of such Rollover Shareholder, as applicable, constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by the Founder’s or such Rollover Shareholder’s spouse, as applicable, and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of the Founder’s or such Rollover Shareholder’s spouse, as applicable, enforceable against the Founder’s or such Rollover Shareholder’s spouse, as applicable, in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

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(c)          Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of the Founder or such Rollover Shareholder for the execution, delivery and performance of this Agreement by the Founder or such Rollover Shareholder or the consummation by the Founder or such Rollover Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by the Founder or such Rollover Shareholder nor the consummation by the Founder or such Rollover Shareholder of the transactions contemplated hereby, nor compliance by the Founder or such Rollover Shareholder with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of any such Rollover Shareholder which is an entity, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of the Founder or such Rollover Shareholder pursuant to any Contract to which the Founder or such Rollover Shareholder, as applicable, is a party or by which the Founder or such Rollover Shareholder, as applicable, or any property or asset of the Founder or such Rollover Shareholder, as applicable, is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Founder or such Rollover Shareholder or any of the Founder’s or such Rollover Shareholder’s, as applicable, properties or assets.

(d)          Litigation. There is no action, suit, investigation, complaint or other proceeding pending against any the Founder or such Rollover Shareholder or, to the knowledge of the Founder or such Rollover Shareholder, as applicable, any other Person or, to the knowledge of the Founder or such Rollover Shareholder, as applicable, threatened against the Founder or any Rollover Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by the Founder or such Rollover Shareholder, as applicable of its obligations under this Agreement.

(e)          Reliance. The Founder and such Rollover Shareholder understands and acknowledges that Parent, Merger Sub and the Company are entering into the Merger Agreement in reliance upon the Founder or such Rollover Shareholder’s execution and delivery of this Agreement and the representations and warranties of the Founder or such Rollover Shareholder contained herein.

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(f)          Receipt of Information. The Founder or such Rollover Shareholder has been afforded the opportunity to ask such questions as he, she, or it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby, and the merits and risks of owning, in the case of the Founder, the Parent Shares, and in the case of the Rollover Shareholder, the Shares following Closing. The Founder or such Rollover Shareholder acknowledges that he, she or it has been advised to discuss with his, her or its own counsel the meaning and legal consequences of the Founder’s or such Rollover Shareholder’s, as applicable, representations and warranties in this Agreement and the transactions contemplated hereby.

8.          Representations and Warranties of Parent. Parent represents and warrants to the Founder and each Rollover Shareholder that:

(a)          Organization, Standing and Authority. Parent is duly organized, validly existing and in good standing under the laws of the British Virgin Islands and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Founder and the Rollover Shareholders, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(b)          Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act and laws of the British Virgin Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by Parent nor the consummation by Parent of the transactions contemplated hereby nor compliance by Parent with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which such Parent or any property or asset of Parent is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of Parent’s properties or assets.

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(c)          Issuance of Parent Shares. The Parent Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens, preemptive rights, rights of first refusal, subscription and similar rights (other than those arising under any agreements entered into at the Contribution Closing by the Founder) when issued.

9.          Termination. This Agreement, and the obligation of the Founder to contribute, transfer, assign and deliver the Founder Shares, will terminate immediately upon the valid termination of the Merger Agreement in accordance with Article VIII thereof; provided, however, that the Founder and the Rollover Shareholders shall continue to have liability for breaches of this Agreement occurring prior to the termination of this Agreement. If for any reason the Merger contemplated by the Merger Agreement fails to occur but the Contribution Closing has already taken place, then Parent shall promptly return the Share Documents to the Founder at the address set forth on Schedule A and take all such actions as are necessary to restore the Founder to the position he was in with respect to ownership of the Shares prior to the Contribution Closing.

10.          Further Assurances. The Founder hereby covenants that, from time to time, the Founder will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, such further acts, conveyances, transfers, assignments, powers of attorney and assurances necessary to convey, transfer to and vest in Parent, and to put Parent in possession of, all of the Founder Shares in accordance with the terms of this Agreement.

11.          Amendments and Modification. This Agreement may not be amended, altered, supplemented or otherwise modified except upon the execution and delivery of a written agreement executed by each party hereto and the written consent of the Company.

12.          Waiver. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties and of the Company hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

13.          Survival of Representations and Warranties. All representations and warranties of the Founder and the Rollover Shareholders or by Parent in connection with the transactions contemplated by this Agreement contained herein shall survive the execution and delivery of this Agreement, any investigation at any time made by Parent, the Founder or the Rollover Shareholders, and the issuance of the Parent Shares.

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14.          Notices. All notices and other communications hereunder shall be in writing (in the English language) and shall be deemed duly given (a) upon receipt if delivered personally, or if by facsimile, upon confirmation of receipt by facsimile, (b) one Business Day after being sent by express courier service, or (c) three Business Days after being sent by registered or certified mail, return receipt requested. All notices hereunder shall be delivered to the addresses set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(i)          If to the Founder, in accordance with the contact information set forth on Schedule A.

(ii)         If to a Rollover Shareholder, in accordance with the contact information set forth next to such Rollover Shareholder’s name on Schedule B.

(iii)        If to Parent:

c/o Yucheng Technologies Limited

Beijing Global Trade Center, Tower D

Floor 9, 36 North Third Ring Road East, Dongcheng District

Beijing 100013, P.R. China

Attention: Weidong Hong

Facsimile: +86 10 5913 7800

E-mail: hongwd@yuchengtech.com

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP
30th Floor, China World Office 2

1 Jianguomenwai Avenue

Beijing 100004, PRC
Attention:          Peter X. Huang

    Facsimile:         +86 10 6535 5577
E-mail:              Peter.Huang@skadden.com

15.          Entire Agreement. This Agreement (together with the Merger Agreement and the Voting Agreement to the extent referred to in this Agreement) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof.

16.          Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, except as specifically set forth in this Agreement.

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17.          Governing Law. This Agreement shall be governed and construed in accordance with the Laws of the State of New York, without regard to the conflicts of law principles thereof.

18.          Venue. Any Dispute arising out of or relating to this Agreement or its subject matter (including a dispute regarding the existence, validity, formation, effect interpretation, performance or termination of this Agreement shall be finally settled by arbitration. The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Arbitration Rules of the HKIAC then in force (the “HKIAC Rules”). The arbitration shall be decided by a tribunal of three (3) arbitrators, whose appointment shall be in accordance with the HKIAC Rules. Arbitration proceedings (including but not limited to any arbitral award rendered) shall be in English. Subject to the agreement of the tribunal, any Dispute which arise subsequent to the commencement of arbitration of any existing Dispute shall be resolved by the tribunal already appointed to hear the existing Dispute. The award of the arbitration tribunal shall be final and conclusive and binding upon the parties as from the date rendered. Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets. For the purpose of the enforcement of an award, the parties irrevocably and unconditionally submit to the jurisdiction of any competent court and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum..

19.          Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

20.          Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at Law or in equity. Each party hereby waives (i) any defense in any action for specific performance that a remedy at Law would be adequate, and (ii) any requirement under any Law to post security as a prerequisite to obtaining equitable relief.

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21.          Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

22.          Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENTS OR INSTRUMENTS REFERRED TO IN THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF EACH OF THE PARTIES IN NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

23.          Counterparts. This Agreement may be executed in two or more counterparts, and by facsimile or, pdf format, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

24.          Headings. The section headings in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

25.          No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, Parent, the Founder and the Rollover Shareholders have caused to be executed or executed this Agreement as of the date first written above.

New Sihitech Limited
By:	/s/ Weidong Hong
Name:    Weidong Hong
Title:      Director

/s/ Weidong Hong
WEIDONG HONG
SIHITECH COMPANY LIMITED
By:	/s/ Weidong Hong
Name:   Weidong Hong
Title:     Director

/s/ Yun Shi

YUN SHI

/s/ Hong Wu

Hong wu

/s/ Dong Wang

DONG WANG

/s/ Steve Shiping Dai

STEVE SHIPING DAI

/s/ Chun Zheng

CHUN ZHENG

/s/ Weihua Hong

WEIHUA HONG

/s/ Lijing Ren

LIJING REN

/s/ Yanmei Wang

YANMEI WANG

/s/ Xun Yang

XUN YANG

/s/ Danhui Ma

DANHUI MA

/s/ Xinmin Yu

XINMIN YU

/s/ Rebecca B. Le

REBECCA B. LE

Contribution Agreement

Signature Page

Schedule A

Founder Name	Address Facsimile	Founder Shares	Parent Shares
Mr. Weidong Hong	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	201,000	3,352
Sihitech Company Limited	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	2,797,055	46,646

Schedule B

Rollover Shareholder Name	Address Facsimile	Rollover Shares
Yun Shi	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	1,472,878
Hong Wu	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	225,952
Dong Wang	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	374,206
Steve Shiping Dai	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	141,849
Chun Zheng	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	176,056
Weihua Hong	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	51,040
Lijing Ren	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	60,000

Rollover Shareholder Name	Address Facsimile	Rollover Shares
Yanmei Wang	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	954,429
Xun Yang	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	70,389
Danhui Ma	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	31,431
Xinmin Yu	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	146,803

Rebecca B. Le c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng
District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800  72,725

EX-7.06

EXECUTION VERSION

VOTING AGREEMENT

VOTING AGREEMENT, dated as of August 13, 2012 (this “Agreement”), by and between New Sihitech Limited, a British Virgin Islands company (“Parent”) and the Shareholders of the Company listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).

WITNESSETH:

WHEREAS, Parent, New Sihitech Acquisition Limited, a British Virgin Islands company and a wholly-owned subsidiary of Parent (“Merger Sub”), and Yucheng Technologies Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”) are concurrently herewith entering into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified, the “Merger Agreement”), pursuant to which at the effective time under the Merger Agreement (the “Effective Time”), Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Parent (the “Merger”);

WHEREAS, as of the date hereof, each Shareholder Beneficially Owns the Shareholder Existing Shares (each such term as hereinafter defined); and

WHEREAS, as a condition to the willingness of and material inducement to Parent, Merger Sub and the Company to enter into the Merger Agreement and to consummate the transactions contemplated thereby, including the Merger, each Shareholder has agreed to enter into this Agreement, pursuant to which such Shareholder is agreeing, among other things, to vote all of the Securities (as hereinafter defined) it Beneficially Owns in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Section 1.          Certain Definitions. For purposes of this Agreement: 

(a)       “Beneficially Own” or “Beneficial Ownership” with respect to any securities means having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b)       “Company Shares” means the shares of common stock, no par value per share, of the Company.

(c)       “Securities” means the Shareholder Existing Shares together with any Company Shares and other securities of the Company which the Shareholder and/or any of its Affiliates acquires Beneficial Ownership of after the date hereof and prior to the termination of this Agreement whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution, split-up, recapitalization, combination, exchange of shares or the like, gift, bequest, inheritance or as a successor in interest in any capacity or otherwise.

(d)          “Shareholder Existing Shares” means the Company Shares as set forth on Schedule A hereto. In the event of a stock dividend or distribution, or any change in the Company Shares by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like other than pursuant to the Merger, the term “Shareholder Existing Shares” will be deemed to refer to and include all such stock dividends and distributions and any shares into which or for which any or all of the Shareholder Existing Shares may be changed or exchanged as well as the Shareholder Existing Shares that remain.

Section 2.           Representations and Warranties of Shareholder. Each Shareholder, severally and not jointly, hereby represents and warrants to Parent as follows:

(a)          Ownership of Company Shares. As of the date hereof and at all times prior to the termination of this Agreement, such Shareholder Beneficially Owns (and will Beneficially Own, unless any Shareholder Existing Shares are transferred pursuant to Section 6(a) hereof) the Shareholder Existing Shares set forth opposite such Shareholder’s name on Schedule A. Such Shareholder has and will have at all times through the termination of this Agreement sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 7 hereof, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to the Shareholder Existing Shares set forth opposite such Shareholder’s name on Schedule A, with no limitations, qualifications or restrictions on such power, subject to applicable securities laws and the terms of this Agreement. As of the date hereof, neither such Shareholder nor any of his or her Affiliates Beneficially Owns any Securities other than the Company Shares set forth opposite such Shareholder’s name on Schedule A. None of the Shareholder Existing Shares of such Shareholder is the subject of any commitment, undertaking or agreement, contingent or otherwise, the terms of which relate to or could give rise to the transfer of any Shareholder Existing Shares or would affect in any way the ability of such Shareholder to perform his or her obligations as set out in this Agreement. Such Shareholder has not appointed or granted any proxy inconsistent with this Agreement with respect to the Securities.

(b)          Authority. Such Shareholder has the requisite power to agree to all of the matters set forth in this Agreement with respect to the Securities he or she Beneficially Owns and the full authority to vote, transfer and hold all the Securities he or she Beneficially Owns, with no limitations, qualifications or restrictions on such power, subject to applicable securities laws and the terms of this Agreement.

(c)          Power; Binding Agreement. Such Shareholder has the legal capacity and authority to enter into this Agreement and to perform all of his or her obligations under this Agreement. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

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(d)          No Conflicts. None of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder of any of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof (i) violates any order, writ, injunction, decree, judgment, law, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets, (ii) results in or constitutes (with or without notice or lapse of time or both) any breach of or default under, or result in the creation of any lien or encumbrance or restriction on, such Shareholder or any of the Securities of such Shareholder, including pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Shareholder is a party or by which the Securities of such Shareholder is bound or (iii) except for the requirements of the Exchange Act, requires any filing with, or permit, authorization, consent or approval of, any Governmental Entity. There is no beneficiary, trustee or holder of a voting trust certificate or other interest in such Shareholder whose consent is required for the execution and delivery of this Agreement of the performance by such Shareholder of the obligations hereunder.

(e)          No Encumbrance. Except as permitted by this Agreement, such Shareholder Existing Shares are now and at all times during the term hereof will be, and the Securities will be, held by such Shareholder, free and clear of all liens, proxies, powers of attorney, voting trusts and voting agreements and arrangements (collectively, “liens”), except for any such liens arising hereunder or under applicable federal and state securities laws and/or liens that are not material to the performance of any of its obligations under this Agreement by such Shareholder.

(f)          No Litigation. There is no Legal Proceeding outstanding, pending or, to the knowledge of such Shareholder, threatened against or affecting such Shareholder or the Securities of such Shareholder at law or in equity before or by any Governmental Entity or any other person that could reasonably be expected to impair the ability of such Shareholder to perform his or her obligations hereunder on a timely basis.

(g)          Opportunity to Review; Reliance. Such Shareholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of his or her own choosing. Such Shareholder understands and acknowledges that Parent, Merger Sub and the Company are entering into the Merger Agreement in reliance upon the execution, delivery and performance of this Agreement and such Shareholder’s representations, warranties and covenants hereunder.

Section 3.           Representations and Warranties of Parent.

(a)         Parent hereby represents and warrants to each Shareholder that:

(i)          Power; Binding Agreement. Parent has the corporate power and authority to enter into and perform all of its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by Parent and constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(ii)         No Conflicts. None of the execution and delivery of this Agreement by Parent, the consummation by Parent of any of the transactions contemplated hereby or compliance by Parent with any of the provisions hereof (i) conflicts with, or results in any breach of, any provision of the certificate of incorporation or by-laws of Parent, (ii) violates any order, writ, injunction, decree, judgment, law, statute, rule or regulation applicable to Parent, any of its subsidiaries or any of their respective properties or assets or (iii) except for the requirements of the Exchange Act, requires any filing with, or permit, authorization, consent or approval of, any Governmental Entity, except in the case of clauses (ii) and (iii) where such violations or failures to make or obtain any filing with, or permit, authorization, consent or approval of, any Governmental Entity would not, individually or in the aggregate, materially impair the ability of Parent to perform this Agreement.

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Section 4.          Disclosure. Unless required by law or legal process, each Shareholder shall not, and shall cause his or her Affiliates and representatives not to, make any press release, public announcement or other public communication that criticizes or disparages this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, without the prior written consent of Parent. Each Shareholder (a) consents to and authorizes the publication and disclosure by Parent of such Shareholder’s identity and ownership of the Securities and the existence and terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent reasonably determines in its good faith judgment is required to be disclosed by law (including the rules and regulations of the Securities and Exchange Commission) in any press release, any Current Report on Form 8-K, the Proxy Statement, the Schedule 13E-3 and any other disclosure document in connection with the Merger Agreement and any filings with or notices to any Governmental Entity in connection with the Merger Agreement (or the transactions contemplated thereby) and (b) agrees promptly to give to Parent any information it may reasonable request for the preparation of any such documents.

Section 5.          Additional Securities. Each Shareholder hereby agrees that, during the period commencing on the date hereof and continuing until this Agreement is terminated in accordance with its terms, such Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent of the number of any additional Securities acquired by such Shareholder after the date hereof.

Section 6.          Transfer and Other Restrictions. Prior to the termination of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees not to, and to cause each of his or her Affiliates not to, directly or indirectly:

(a)         except pursuant to the terms of the Merger Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “transfer”), any or all of the Securities it Beneficially Owns or any interest therein, (i) except as provided in Section 7 hereof or (ii) unless each Person to which any of such Securities it Beneficially Owns (or any interest in any of such Securities) is or may be transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreement;

(b)         grant any proxy or power of attorney with respect to any of the Securities it Beneficially Owns, or deposit any of the Securities it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities except as provided in this Agreement; or

4

(c)          take any other action that would prevent or materially impair the Shareholder from performing any of his or her obligations under this Agreement or that would make any representation or warranty of such Shareholder hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by the Shareholder of any of his or her obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Shareholder of his or her obligations under this Agreement.

Any purported transfer in violation of this Section 6 shall be null and void.

Section 7.          Voting of the Company Shares. Each Shareholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of the Company Shares, however called, each Shareholder and each of its Affiliates that acquires Beneficial Ownership of any Securities will appear at such meeting or otherwise cause the Securities to be counted as present thereat for purposes of establishing a quorum and vote (or cause to be voted) the Securities in favor of the approval of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof.

Section 8.          Proxy Card. Each Shareholder hereby irrevocably appoints Parent and any designee thereof as its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written consent, if applicable) the Securities in accordance with Section 7 at any annual or special meeting of the Shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 7 is to be considered. Each Shareholder hereby represents that all proxies, powers of attorney, instructions or other requests given by such Shareholder prior to the execution of this Agreement in respect of the voting of such Shareholder’s Securities, if any, are not irrevocable and such Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

Section 9.          Termination. This Agreement shall terminate on the earliest to occur of: (a) termination of the Merger Agreement in accordance with its terms, (b) delivery of a written agreement of Parent to terminate this Agreement and (c) the Effective Time; provided, that the provisions set forth in Section 4 and Section 10 shall survive the termination of this Agreement; provided, further, that any liability incurred by any party hereto as a result of a breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement.

5

Section 10.          Miscellaneous.

(a)          Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof.

(b)          Successors and Assigns. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties hereto. This Agreement shall be binding upon, inure to the benefit of and be enforceable by each party, and each party’s respective heirs, beneficiaries, executors, representatives, successors and assigns.

(c)          Amendment; Modification and Waiver. This Agreement may not be amended, altered, supplemented or otherwise modified or terminated except upon the execution and delivery of a written agreement executed by (i) each Shareholder and (ii) Parent.

(d)          No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership or incident of ownership of or with respect to any Securities. All rights, ownership and economic benefits of and relating to the Securities shall remain vested in and belong to each Shareholder and his or her respective Affiliates, if any.

(e)          Interpretation. When a reference is made in this Agreement to sections or subsections, such reference shall be to a section or subsection of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “herein,” “hereof,” “hereunder” and words of similar import shall be deemed to refer to this Agreement as a whole, including any schedules and exhibits hereto, and not to any particular provision of this Agreement. Any pronoun shall include the corresponding masculine, feminine and neuter forms. References to “party” or “parties” in this Agreement means each Shareholder and Parent. References to “US dollar,” “dollars,” “US$ “ or “$ “ in this Agreement are to the lawful currency of the United States of America.

(f)          Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing (in the English language) and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile, by registered or certified mail (postage prepaid, return receipt requested) or by electronic email transmission (so long as a receipt of such e-mail is requested and received) to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(i)           if to a Shareholder to such Shareholder in accordance with the contact information set forth next to such Shareholder’s name on Schedule A, with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP
30th Floor, China World Office 2
1 Jianguomenwai Avenue
Beijing 100004, PRC
Attention:	Michael V. Gisser
	Peter X. Huang
Facsimile:	+86 10 6535 5577
E-mail:	Michael.Gisser@skadden.com
	Peter.Huang@skadden.com

6

(ii)         if to Parent, to:

c/o Yucheng Technologies Limited

Beijing Global Trade Center, Tower D

Floor 9, 36 North Third Ring Road East, Dongcheng District

Beijing 100013, P.R. China

Attention: Weidong Hong

Facsimile: +86 10 5913 7800

E-mail: hongwd@yuchengtech.com

with a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, Meagher & Flom LLP
30th Floor, China World Office 2
1 Jianguomenwai Avenue
Beijing 100004, PRC
Attention:	Michael V. Gisser
	Peter X. Huang
Facsimile:	+86 10 6535 5577
E-mail:	Michael.Gisser@skadden.com
	Peter.Huang@skadden.com

(g)     Severability. In the event that any provision of this Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

(h)     Other Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any State of New York or United States Federal court sitting in the Borough of Manhattan, the City of New York, this being in addition to any other remedy to which such party is entitled at Law or in equity. Each party hereby waives (i) any defense in any action for specific performance that a remedy at Law would be adequate, and (ii) any requirement under any Law to post security as a prerequisite to obtaining equitable relief to which they are entitled at law or in equity, without the requirement to post bond or other security.

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(i)     No Survival. None of the representations, warranties, covenants and agreements made in this Agreement shall survive the termination of the Agreement in accordance with its terms, except for the agreements in Section 4 and this Section 10.

(j)     No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, except as specifically set forth in this Agreement.

(k)     Governing Law. This Agreement shall be governed and construed in accordance with the Laws of the State of New York, without regard to any applicable conflicts of law principles.

(l)     Jurisdiction. The parties agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any State of New York or United States Federal court sitting in the Borough of Manhattan, the City of New York. Each of the parties submits to the jurisdiction of any such court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such Proceeding. Each party irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding brought in any such court has been brought in an inconvenient forum.

(m)     Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENTS OR INSTRUMENTS REFERRED TO IN THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF EACH OF THE PARTIES IN NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

(n)     Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

(o)     Counterparts. This Agreement may be executed in one or more counterparts, and by facsimile or .pdf format, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart; provided, however, that if any Shareholder fails for any reason to execute, or perform its obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

[Signatures appear on following page.]

8

IN WITNESS WHEREOF, the parties hereto have signed or have caused this Agreement to be signed by their respective officers or other authorized persons thereunto duly authorized as of the date first written above.

New Sihitech Limited
By:	/s/ Weidong Hung
Name:  Weidong Hong
Title: Director

/s/ Weidong Hung

HONG WEIDONG

SIHITECH COMPANY LIMITED
By:	/s/ Weidong Hung
Name: Weidong Hong
Title: Director

/s/ Yun Shi

YUN SHI

/s/ Hong Wu

Hong wu

/s/ Dong Wang

DONG WANG 

/s/ Shiping Dai

SHIPING DAI

/s/ Chun Zheng

CHUN ZHENG

Voting Agreement 

Signature Page

/s/ Xun Yang

XUN YANG

/s/ Weihua Hong

WEIHUA HONG

/s/ Lijing Ren

LIJING REN

/s/ Danhui Ma

DANHUI MA

/s/ Xinmin Yu

XINMIN YU

/s/ Rebecca B. Le

REBECCA B. LE

Voting Agreement 

Signature Page

Schedule A

Shareholder Name	Address Facsimile	Company Shares
Hong Weidong	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	201,000
Sihitech Company Limited	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	2,797,055
Yun Shi	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	1,472,878
Hong Wu	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	225,952
Dong Wang	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	374,206
Steve Shiping Dai	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	141,849

Shareholder Name	Address Facsimile	Company Shares
Chun Zheng	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	176,056
Weihua Hong	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	51,040
Lijing Ren	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	60,000
Xun Yang	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	70,389
Danhui Ma	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	31,431
Xinmin Yu	c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800	146,803

Rebecca B. Le c/o Yucheng Technologies Limited Beijing Global Trade Center, Tower D Floor 9, 36 North Third Ring Road East, Dongcheng District Beijing 100013, P.R. China Facsimile: +86 10 5913 7800  72,725

EX-7.07

EXECUTION VERSION

LIMITED GUARANTY

Limited Guaranty, dated as of August 13, 2012 (this “Limited Guaranty”), by Mr. Weidong Hong, PRC ID No. XXXX (the “Guarantor”), in favor of Yucheng Technologies Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).

1.          LIMITED GUARANTY. (a)  To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among New Sihitech Limited, a British Virgin Islands company (“Parent”), New Sihitech Acquisition Limited, a British Virgin Islands company (“Merger Sub”) and the Guaranteed Party pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the due and punctual payment, performance and discharge of an amount equal to the entire payment obligations of Parent to the Guaranteed Party under Section 8.3(b) of the Merger Agreement as and when due (the “Guaranteed Obligations”), provided that in no event shall the Guaranteed Obligations exceed US$2,000,000 (the “Maximum Amount”). This Limited Guaranty may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guaranty.

(b)      If Parent fails to fully and timely discharge any of the Guaranteed Obligations when due, then all of the Guarantor’s liabilities and obligations to the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and the Guarantor hereby agrees to promptly fully perform and discharge, or to cause to be promptly fully performed or discharged, any such Guaranteed Obligations. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the Guaranteed Obligations, regardless of whether any action is brought against Parent or Merger Sub. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder.

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(c)      The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against the Guarantor to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which it is entitled at law or in equity, and shall not be required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Party has an adequate remedy at law or (ii) an award of an injunction, specific performance or other equitable relief is not an appropriate remedy for any reason at law or equity (collectively, the “Prohibited Defense”).

2.          NATURE OF GUARANTY. The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligations as if such payment had not been made. This Limited Guaranty is an unconditional guarantee of payment and not of collectibility.

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3.          CHANGES IN GUARANTEED OBLIGATIONS, CERTAIN WAIVERS. The Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of performance of any of the Guaranteed Obligations, and may also make any agreement with Parent, Merger Sub or with any other Person interested in the transactions contemplated by the Merger Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent, Merger Sub or such other Person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guaranty or affecting the validity or enforceability of this Limited Guaranty. The Guarantor agrees that his obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure or delay of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement; (b) any change in the time, place or manner of payment of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms of the Merger Agreement or any other agreement evidencing, securing or otherwise executed by Parent, Merger Sub and the Guaranteed Party in connection with any of the Guaranteed Obligations; (c) the addition, substitution, any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Guaranteed Obligations as a result of payment in full of the Guaranteed Obligations in accordance with their terms, a discharge or release of the Parent with respect to the Guaranteed Obligations under the Merger Agreement, or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent under the Merger Agreement) of the Guarantor or any Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby; (d) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (e) the existence of any claim, set-off, judgment or other right which the Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party or any of their respective Affiliates, whether in connection with the Guaranteed Obligations or otherwise; (f) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations; or (g) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Guaranteed Obligations and all other notices of any kind (except for notices to be provided to Parent or Merger Sub pursuant to the Merger Agreement or notices expressly provided pursuant to this Limited Guaranty), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than a breach by the Guaranteed Party of this Limited Guaranty). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guaranty are knowingly made in contemplation of such benefits. The Guarantor hereby covenants and agrees that he shall not institute, directly or indirectly, and shall cause its Affiliates not to institute, directly or indirectly, any proceeding asserting or assert as a defense in any proceeding, (i) the Prohibited Defenses or, (ii) subject to clause (ii) of the last sentence of Section 5 (No Subrogation) hereof, that this Limited Guaranty is illegal, invalid or unenforceable in accordance with its terms. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause all of its Affiliates not to institute, any proceeding or bring any other claim (whether in tort, contract or otherwise) arising under, or in connection with, the Merger Agreement, the Equity Financing or the transactions contemplated thereby against the Guarantor or any Non-Recourse Party (as defined below), except for claims against the Guarantor under this Limited Guaranty (subject to the limitations contained herein). The Guaranteed Party hereby agrees that to the extent Parent or Merger Sub is relieved of all or any portion of its Obligations under the Merger Agreement, each Guarantor shall be similarly relieved of its Guaranteed Obligations under this Limited Guaranty.

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4.          NO WAIVER; CUMULATIVE RIGHTS. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder or under the Merger Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law or other contracts shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time subject to the terms and provisions hereof. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against Parent or Merger Sub or any other Person now or hereafter liable for any Guaranteed Obligations or interested in the transactions contemplated by the Merger Agreement prior to proceeding against the Guarantor hereunder, and the failure by the Guaranteed Party to pursue rights or remedies against Parent or Merger Sub shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

5.          NO SUBROGATION.   The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

6.          REPRESENTATIONS AND WARRANTIES. The Guarantor hereby represents and warrants that:

(a)          he is a resident of the People’s Republic of China (“PRC”) and he has all requisite power and authority to execute, deliver and perform this Limited Guaranty;

(b)          except as is not, individually or in the aggregate, reasonably likely to impair or delay the Guarantor’s performance of his obligations in any material respect, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guaranty by the Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Limited Guaranty by the Guarantor;

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(c)          this Limited Guaranty constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and

(d)          the Guarantor has the financial capacity to pay and perform his obligations under this Limited Guaranty, and all funds necessary for the Guarantor to fulfill his obligations under this Limited Guaranty shall be available to the Guarantor for so long as this Limited Guaranty shall remain in effect in accordance with Section 9 (Continuing Guaranty) hereof.

7.          NO ASSIGNMENT. The provisions of this Limited Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Limited Guaranty nor any rights, interests or obligations hereunder shall be assigned by either party hereto (whether by operation of Law or otherwise) without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that no assignment by either party shall relieve the assigning party of any of its obligations hereunder. Any purported assignment in violation of this Limited Guaranty will be null and void.

8.          NOTICES. Any notice, request, instruction or other document to be given hereunder by any party to the others shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by facsimile or overnight courier.

(a)          If to the Guarantor:

Mr. Weidong Hong

c/o Yucheng Technologies Limited

Beijing Global Trade Center, Tower D

Floor 9, 36 North Third Ring Road East, Dongcheng District

Beijing 100013, P.R. China

Facsimile: +86 10 5913 7800

Email: hongwd@yuchengtech.com

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

1 Jianguomenwai Avenue

Beijing 100004, PRC

Attention:     Peter X. Huang

Facsimile:    +86 (10) 6535 5577

Email:           Peter.Huang@skadden.com

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(b)          If to the Guaranteed Party:

Yucheng Technologies Limited

Beijing Global Trade Center, Tower D

Floor 9, 36 North Third Ring Road East, Dongcheng District

Beijing 100013, P.R. China

Attention:      Steve Dai

Facsimile:      +86 10 5913 7800

with a copy to (which copy shall not constitute notice):

Cleary Gottlieb Steen & Hamilton LLP

Twin Towers West (23/F)

Jianguomenwai Da Jie

Chaoyang District, Beijing, P. R. China

Attention:      Ling Huang

Facsimile:      (852) 2160-1087

Email:            lhuang@cgsh.com

9.          CONTINUING GUARANTY. This Limited Guaranty shall remain in full force and effect and shall be binding on the Guarantor, his successors and assigns until all of the Guaranteed Obligations have been fully performed. Notwithstanding the foregoing, this Limited Guaranty shall terminate and the Guarantor shall have no further obligations under this Limited Guaranty as of the earliest of: (i) the Effective Time and (ii) the date falling six (6) months from the date of the termination of the Merger Agreement in accordance with its terms if the Guaranteed Party has not presented a bona fide written claim for payment of any Guaranteed Obligation to the Guarantor by such date provided, that, if the Guaranteed Party has presented such a bona fide written claim by such date, this Limited Guaranty shall terminate upon the date that such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 11 (Governing Law; Arbitration) hereof. If any payment or payments made by Parent or Merger Sub or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the Guaranteed Obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made.

10.         NO RECOURSE. The Guarantor shall have no obligations under or in connection with this Limited Guaranty except as expressly provided by this Limited Guaranty. No liability shall attach to, and no recourse shall be had by the Guaranteed Party, any of its Affiliates or any Person purporting to claim by or through any of them or for the benefit of any of them, under any theory of liability (including without limitation by attempting to pierce a corporate or other veil or by attempting to compel any party to enforce any actual or purported right that they may have against any Person) against any former, current or future equity holders, controlling Person, directors, officers, employees, agents, general or limited partners, managers, members or Affiliates of the Guarantor, Merger Sub or Parent, or any former, current or future equity holders, controlling Persons, directors, officers, employees, agents, general or limited partners, managers, members or Affiliates of any of the foregoing, excluding however the Guarantor, Parent and Merger Sub (each a “Non-Recourse Party” and collectively the “Non-Recourse Parties”) in any way under or in connection with this Limited Guaranty, the Merger Agreement, any other agreement or instrument executed or delivered in connection with this Limited Guaranty or the Merger Agreement or the transactions contemplated hereby or thereby, except for claims (i) against the Guarantor and their respective successors and assigns under this Limited Guarantee pursuant to the terms hereof, and (ii) for the avoidance of doubt, against Parent and Merger Sub and their respective successors and assigns under the Merger Agreement pursuant to the terms thereof ((i) and (ii) together, the “Retained Claims”).

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11.         GOVERNING LAW; ARBITRATION.

(a)          This Limited Guaranty shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof.

(b)           Any dispute, controversy or claim arising out of or relating to this Limited Guaranty or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Limited Guaranty) (each a “Dispute”) shall be finally settled by arbitration.

(i)          The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Arbitration Rules of the HKIAC then in force (the “HKIAC Rules”).

(ii)         The arbitration shall be decided by a tribunal of three (3) arbitrators, whose appointment shall be in accordance with the HKIAC Rules. Arbitration proceedings (including but not limited to any arbitral award rendered) shall be in English.

(iii)        Subject to the agreement of the tribunal, any Dispute(s) which arise subsequent to the commencement of arbitration of any existing Dispute(s) shall be resolved by the tribunal already appointed to hear the existing Dispute(s).

(iv)         The award of the arbitration tribunal shall be final and conclusive and binding upon the parties as from the date rendered.

(v)          Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets. For the purpose of the enforcement of an award, the parties irrevocably and unconditionally submit to the jurisdiction of any competent court and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

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12.         COUNTERPARTS. This Limited Guaranty shall not be effective until it has been executed and delivered by both parties hereto. This Limited Guaranty may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, but all such counterparts shall together constitute one and the same agreement. This Limited Guaranty may be executed and delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, and in the event this Limited Guaranty is so executed and delivered, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

13.         SEVERABILITY. The provisions of this Limited Guaranty shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Limited Guaranty or the application thereof to any Person or any circumstance is determined to be invalid, illegal, void or unenforceable, the remaining provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party; provided, however, that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Maximum Amount or the provisions set forth in Section 10 hereof. Upon such determination that any provision or the application thereof is invalid, illegal, void or unenforceable, the parties hereto shall negotiate in good faith to modify this Limited Guaranty so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent permitted by applicable Law.

14.         NO THIRD PARTY BENEFICIARIES. Except for the rights of the Non-Recourse Parties provided hereunder, this Limited Guaranty shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing express or implied in this Limited Guaranty is intended to, or shall, confer upon any other Person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Guaranteed Party to enforce, the obligations set forth herein.

15.         MISCELLANEOUS.

(a)          This Limited Guaranty, together with the Merger Agreement (including any schedules and exhibits thereto), the Company Disclosure Schedule, the Rollover Agreement, the Voting Support Agreement and the Financing Documents (and the New Financing Documents, if applicable), constitutes the entire agreement with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, among Parent, Merger Sub and the Guarantor or any of their respective Affiliates on the one hand, and the Guaranteed Party or any of its Affiliates on the other hand..

(b)          The descriptive headings contained in this Limited Guaranty are for reference purposes only and shall not affect in any way the meaning or interpretation of this Limited Guaranty.

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(c)          All parties acknowledge that each party and its counsel have reviewed this Limited Guaranty and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guaranty.

[The remainder of this page is left blank intentionally]

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IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guaranty to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

YUCHENG TECHNOLOGIES LIMITED
By:	/s/ Yingjun Li
	Name: Yingjun Li
	Title: Chairman, Independent Committee

Limited Guaranty

Signature Page

N WITNESS WHEREOF, the Guarantor has executed and delivered this Limited Guaranty as of the date first written above.

/s/ Weidong Hong

WEIDONG HONG

Limited Guaranty

Signature Page