ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 8th, 2006 • Citic Capital Mb Investment LTD • Services-business services, nec
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2006, by and between CITIC Capital MB Investment Limited, an exempted company organized and existing under the laws of the Cayman Islands with registered address at P.O. Box 2804, 4th Floor, Scotia Center, George Town, Grand Cayman, Cayman Islands (“CITIC”), and PacificInfo Limited, an international company organized and existing under the laws of the British Virgin Islands (“PacificInfo”). Reference is made to that certain Stockholders Agreement (the “SHA”), dated as of October 9, 2006, by and between CITIC and PacificInfo, relating to the common stock of AsiaInfo Holdings, Inc., a Delaware corporation.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 8th, 2006 • Citic Capital Mb Investment LTD • Services-business services, nec
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2006, by and between CITIC Capital MB Investment Limited, an exempted company organized and existing under the laws of the Cayman Islands with registered address at P.O. Box 2804, 4th Floor, Scotia Center, George Town, Grand Cayman, Cayman Islands (“CITIC”), and PacificInfo Limited, an international company organized and existing under the laws of the British Virgin Islands (“PacificInfo”). Reference is made to that certain Stockholders Agreement (the “SHA”), dated as of October 9, 2006, by and between CITIC and PacificInfo, relating to the common stock of AsiaInfo Holdings, Inc., a Delaware corporation.
PROXY AGREEMENTProxy Agreement • December 8th, 2006 • Citic Capital Mb Investment LTD • Services-business services, nec
This PROXY AGREEMENT, dated as of November 30, between CITIC Capital MB Investment Limited, an exempted company organized and existing under the laws of the Cayman Islands with registered address at P.O. Box 2804, 4th Floor, Scotia Center, George Town, Grand Cayman, Cayman Islands (“CITIC”), and Mr. Edward Suning Tian (“Tian”).
STOCKHOLDERS AGREEMENTStockholders Agreement • December 8th, 2006 • Citic Capital Mb Investment LTD • Services-business services, nec • New York
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of October 9, 2006 by and between CITIC Capital MB Investment Limited, an exempted company organized and existing under the laws of the Cayman Islands with registered address at P.O. Box 2804, 4th Floor, Scotia Centre, George Town, Grand Cayman, Cayman Islands (“CITIC”) and PacificInfo Limited, an international company organized and existing under the laws of the British Virgin Islands (“PacificInfo”).
GUARANTEE & LOCKUP AGREEMENTGuarantee & Lockup Agreement • December 8th, 2006 • Citic Capital Mb Investment LTD • Services-business services, nec • New York
THIS GUARANTEE & LOCKUP AGREEMENT (this “Guarantee”) is made and entered into as of October 9, 2006 by and between CITIC Capital MB Investment Limited, an exempted company organized and existing under the laws of the Cayman Islands with registered address at P.O. Box 2804, 4th Floor, Scotia Centre, George Town, Grand Cayman, Cayman Islands (“CITIC”) and Mr. Edward Suning Tian (“Guarantor”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 8th, 2006 • Citic Capital Mb Investment LTD • Services-business services, nec • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2006 by and among CITIC Capital MB Investment Limited, an exempted company organized and existing under the laws of the Cayman Islands with registered address at P.O. Box 2804, 4th Floor, Scotia Centre, George Town, Grand Cayman, Cayman Islands (“CITIC”), Warburg, Pincus Ventures L.P., a Delaware limited partnership (“WPV”) and Warburg, Pincus Ventures International, L.P., a Bermuda limited partnership (“WPVI”, WPV and WPVI collectively as “Sellers”).
STRATEGIC INVESTORS’ AGREEMENT dated as of November 29, 2006 by and among AsiaInfo Holdings, Inc., CITIC Capital MB Investment Limited and PacificInfo LimitedStrategic Investors’ Agreement • December 8th, 2006 • Citic Capital Mb Investment LTD • Services-business services, nec • New York
This STRATEGIC INVESTORS’ AGREEMENT (this “Agreement”) dated as of November 29, 2006, is made and entered into by and among AsiaInfo Holdings, Inc., a Delaware corporation (the “Issuer”; CITIC Capital MB Investment Limited, an exempted company organized and existing under the laws of the Cayman Islands with registered address at P.O. Box 2804, 4th Floor, Scotia Center, George Town, Grand Cayman, Cayman Islands (“CITIC”); and PacificInfo Limited, an international company organized and existing under the laws of the British Virgin Islands ("PacificInfo"). CITIC and PacificInfo are each sometimes referred to herein individually as a “Holder” and collectively as the “Holders”.
JOINT FILING AGREEMENTJoint Filing Agreement • December 8th, 2006 • Citic Capital Mb Investment LTD • Services-business services, nec
This will confirm the agreement among the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of common stock, $0.01 par value per share, of AsiaInfo Holdings, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended. This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
