Item 1.01 Entry into a Material Definitive Agreement

On March 12, 2009, Pansoft (Jinan) Co., Ltd ("Pansoft Jinan"), a wholly owned subsidiary of Pansoft Company Limited (the "Company"), entered into a Software Development and Service Agreement (the "Agreement") with Petro-CyberWorks Information Technology Co., Ltd ("Petro-CyberWorks"), an affiliate of Sinopec. Pursuant to the Agreement, Pansoft Jinan will deliver work product relating to the development of the software to Petro-CyberWorks in accordance with its specifications and procedures. Pansoft Jinan also agrees to provide certain maintenance services to Petro-CyberWorks relating to such work product without charge for three years.

The total contract price of the Agreement is RMB10,050,000, or USD 1,477,941, to be paid by Petro-Cyber Works to the Company in accordance with the following payment schedule:

· 20% within 20 business days following the execution of the Agreement;

· 30% within 20 business days following the completion of preliminary testing by Petro-CyberWorks;

· 20% within 20 business days following the installment in certain designated offices of Petro-CyberWorks;

· 20% after the installment in all Petro-CyberWorks' offices; and

· 10% after the completion of the final testing by Petro-CyberWorks.

Under the Agreement, if Pansoft Jinan fails to install work products or provide maintenance services on schedule, it will pay Petro-CyberWorks a penalty of 0.1% of the total contract price for each day delayed. If Petro-CyberWorks fails to make payment as scheduled, it will pay the same amount of penalty to Pansoft Jinan. However, the liabilities of either party shall not exceed 5% of the total contract price.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the Agreement, a copy of which will be filed as an exhibit to the Company's next Quarterly Report on Form 10-Q for the first fiscal quarter of 2009.

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