Exhibit 2.2
Letter Agreement
AsiaInfo Holdings, Inc.
4/th/ Floor, Zhongdian Information Tower
▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
February 5, 2002
Ladies and Gentlemen:
Reference is made to the Share Purchase Agreement dated as of January
20, 2002, by and among AsiaInfo Holdings, Inc. ("AsiaInfo"), ▇▇▇▇▇▇ Information
Technology Holdings Limited ("▇▇▇▇▇▇") and the Sellers (as defined therein) (the
"Share Purchase Agreement"). Capitalized terms used but not defined herein have
the respective meanings ascribed thereto in the Share Purchase Agreement.
Smartaction Technology Limited, Global Beyond International Limited and
Action Consultants Limited (the "Record Share Option Holders"), as the record
holders of the 8,000,000 ▇▇▇▇▇▇ share options (the "Share Options") originally
granted to ▇▇ ▇▇▇▇ (4,500,000), ▇▇▇▇ ▇▇▇▇ (1,500,000), Jih Tsae Jiunn (500,000)
and ▇▇▇▇ ▇▇▇ (1,500,000) (the "Beneficial Share Option Holders") under ▇▇▇▇▇▇'▇
2000 Stock Incentive Plan, have elected not to use the Cashless Exercise
mechanism to exercise the Share Options, but instead have decided to exercise
the Share Options in full by taking out loans for the exercise prices from
▇▇▇▇▇▇. The Record Share Option Holders and the Beneficial Share Option Holders
agree to sell all additional Shares thus acquired to AsiaInfo in accordance with
all of the terms and conditions of the Share Purchase Agreement.
▇▇▇▇▇▇ has agreed to loan the Beneficial Share Option Holders the
following amounts to exercise the 8,000,000 Share Options in full (the "Exercise
Loan Amounts"):
▇▇ ▇▇▇▇ : US$448,357.50
▇▇▇▇ ▇▇▇▇ : US$149,452.50
Jih Tsae Jiunn : US$49,817.50
▇▇▇▇ ▇▇▇ : US$149,452.50
The Beneficial Share Option Holders, ▇▇▇▇▇▇ and AsiaInfo agree that
AsiaInfo is entitled to deduct the Exercise Loan Amounts from the AsiaInfo
Shares and cash consideration (in proportionate amounts) that the Beneficial
Option Holders are entitled to receive as their Adjusted Performance
Consideration under the Share Purchase Agreement.
This Letter Agreement is intended to supplement or otherwise amend the
Share Purchase Agreement as to the subject matter contained herein. This Letter
Agreement is further intended to amend
1
the Share Option Exercise Notices executed by each of the Record Share Option
Holders. Each party to this Letter Agreement hereby certifies and declares that
its signature hereto has been duly authorized.
Very truly yours,
/s/ ▇▇▇▇ ▇▇ /s/ ▇▇▇▇ ▇▇
-------------------------------------- -------------------------------------
▇▇▇▇▇▇ Information Technology Smartaction Technology Limited
Holdings Limited
/s/ ▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇
-------------------------------------- -------------------------------------
Global Beyond International Limited Action Consultants Limited
/s/ ▇▇▇▇ ▇▇ /s/ ▇▇▇▇ ▇▇▇▇
-------------------------------------- -------------------------------------
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇
-------------------------------------- -------------------------------------
Jih Tsae Jiunn ▇▇▇▇ ▇▇▇
/s/ ▇▇▇ ▇▇▇▇ /s/ Lu Zhujie
-------------------------------------- -------------------------------------
Exceptional Developments Limited ▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ Jin Xisheng
-------------------------------------- -------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Jin Xisheng
Acknowledged by and on behalf of AsiaInfo
Holdings, Inc.
/s/ ▇▇▇▇ ▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇▇▇▇
2
