UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D/A
(Amendment No. 4)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ASIAINFO HOLDINGS, INC.
 
(Name of Issuer)
Common Stock
 
(Title of Class of Securities)
04518A104
 
(CUSIP Number)
with copies to:
     
Eric Mok   John D. Tishler, Esq.
Lenovo Group   Louis P.A. Lehot, Esq.
23/F Lincoln House, Taikoo Place   Sheppard, Mullin, Richter & Hampton LLP
979 King’s Road   12275 El Camino Real
Quarry Bay   San Diego, California 92130
Hong Kong Special Administrative Region   (858) 720-8900
People’s Republic of China    
+852-2516-4819    
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 28, 2009
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o .
*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.
 
04518A104 
SCHEDULE 13D/A Page  
2 
  of   
11 

 

           
1   NAME OF REPORTING PERSONS

Lenovo Group Limited

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)    þ  
  (b)    o  
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (not applicable)
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Hong Kong, Special Administrative Region of the People’s Republic of China
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   3,465,666
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    3,465,666
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,465,666
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  7.45% +
     
14   TYPE OF REPORTING PERSON
   
  CO
+   Calculated using the number of outstanding shares of common stock as of September 30, 2009 reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2009.

-2-

 

                     
CUSIP No.
 
04518A104 
SCHEDULE 13D/A Page  
3 
  of   
11 

 

           
1   NAME OF REPORTING PERSONS

Lenovo Holdings (BVI) Limited

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)    þ  
  (b)    o  
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (not applicable)
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British Virgin Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   3,465,666
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    3,465,666
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,465,666
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  7.45% +
     
14   TYPE OF REPORTING PERSON
   
  CO
+   Calculated using the number of outstanding shares of common stock as of September 30, 2009 reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2009.

-3-

 

                     
CUSIP No.
 
04518A104 
SCHEDULE 13D/A Page  
4 
  of   
11 

 

           
1   NAME OF REPORTING PERSONS

Lenovo Sysware Limited

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)    þ  
  (b)    o  
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (not applicable)
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British Virgin Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   3,465,666
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    3,465,666
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,465,666
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  7.45% +
     
14   TYPE OF REPORTING PERSON
   
  CO
+   Calculated using the number of outstanding shares of common stock as of September 30, 2009 reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2009.

-4-

 

                     
CUSIP No.
 
04518A104 
SCHEDULE 13D/A Page  
5 
  of   
11 

 

           
1   NAME OF REPORTING PERSONS

Lenovo IT Alliance Limited

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)    þ  
  (b)    o  
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (not applicable)
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British Virgin Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   3,465,666
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    3,465,666
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,465,666
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  7.45% +
     
14   TYPE OF REPORTING PERSON
   
  CO
+   Calculated using the number of outstanding shares of common stock as of September 30, 2009 reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2009.

-5-

 

         
CUSIP No. 04518A104   SCHEDULE 13D/A   Page 6 of 11
AMENDMENT NO. 4 TO SCHEDULE 13D
     This Amendment No. 4 (the “Schedule 13D/A”) amends and supplements the statement on Schedule 13D as filed on February 21, 2006 (the “Original Schedule 13D”), as amended on September 26, 2006 (“Amendment No. 1”), February 13, 2007 (“Amendment No. 2”) and February 23, 2007 (“Amendment No. 3”). This Schedule 13D/A is being filed to report a change in the percentage of outstanding shares of common stock, $0.01 par value per share (the “Common Stock”), of AsiaInfo Holdings, Inc., a Delaware corporation (the “Issuer”), beneficially owned by the Reporting Persons (as defined herein) which occurred as a result of the transfer of 500,000 shares of Common Stock of the Issuer by Lenovo IT Alliance Limited pursuant to a Stock Purchase Agreement, dated as of December 28, 2009 (the “Stock Purchase Agreement”). The total number of outstanding shares of Common Stock of the Issuer was 46,552,089 as of September 30, 2009, as reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2009 and the percentages of Common Shares of the Issuer beneficially held by the Reporting Persons have changed as presented in Item 5 of this Schedule 13D/A.
     The Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, relating to the Common Stock of the Issuer, is hereby amended to furnish the information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the previously filed Original Schedule 13D. Except as indicated herein, the information set forth in the Schedule 13D remains unchanged.
     This Schedule 13D/A is being filed by: (i) Lenovo Group Limited, a company organized and existing under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Lenovo”); (ii) Lenovo Holdings (BVI) Limited, a corporation organized and existing under the laws of the British Virgin Islands (“Lenovo Holdings”); (iii) Lenovo Sysware Limited, a corporation organized and existing under the laws of the British Virgin Islands (“Lenovo Sysware”); and (iv) Lenovo IT Alliance Limited, a corporation organized and existing under the laws of the British Virgin Islands (“Lenovo IT Alliance”). Lenovo, Lenovo Holdings, Lenovo Sysware and Lenovo IT Alliance are hereinafter sometimes collectively referred to as the “Reporting Persons”.
ITEM 2. IDENTIFY AND BACKGROUND
     Certain information regarding members of the board of directors of Lenovo, Lenovo Holdings, Lenovo Sysware and Lenovo IT Alliance and executive officers is set forth on Annex A, which is incorporated by reference herein, and which amends the Original Schedule 13D. Annex A of the Schedule 13D is amended and restated in its entirety to read as the Annex A attached to this Amendment No. 4.
     During the last five years, none of Lenovo, Lenovo Holdings, Lenovo Sysware or Lenovo IT Alliance, or to the knowledge of Lenovo, Lenovo Holdings, Lenovo Sysware or Lenovo IT Alliance, any of the persons named on Annex A have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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.
ITEM 4. PURPOSE OF TRANSACTION
     Item 4 is hereby amended to add the following final paragraphs as follows:
     After the date of filing Amendment No. 3 and more than sixty days prior to the date hereof, Lenovo IT Alliance sold a total of 147,361 shares of Common Stock of the Issuer.
     On December 2, 2009, the Issuer announced that Lenovo-designee Mr. Qingtong Zhou had resigned from the Issuer’s Board of Directors on November 25, 2009. None of the Reporting Persons currently has a designated director on the Issuer’s Board of Directors.
     On December 28, 2009, Goldman Sachs (Asia) L.L.C. (“Purchaser”) and Lenovo IT Alliance Limited, a British Virgin Islands corporation (“Lenovo IT Alliance”), entered into the Stock Purchase Agreement, pursuant to

-6-

 

         
CUSIP No. 04518A104   SCHEDULE 13D/A   Page 7 of 11
which, Purchaser acquired an aggregate of 500,000 shares of Common Stock of the Issuer from Lenovo IT Alliance at $30.00 per share. The transaction decreased Lenovo IT Alliance’s direct beneficial ownership, as well as the indirect beneficial ownership of Lenovo Group Limited (“Lenovo”), Lenovo Holdings (BVI) Limited (“Lenovo Holdings”), and Lenovo Sysware Limited (“Lenovo Sysware”), to 3,465,666 shares of Common Stock of the Issuer respectively. The foregoing description of the Stock Purchase Agreement is a summary and all statements made herein related to the Stock Purchase Agreement are qualified in their entirety by reference to the complete text of the Stock Purchase Agreement, which is filed as Exhibit G hereto and is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
     Item 5 is hereby amended and restated as follows:
     The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 5.
     (a)-(b) Set forth in the table below is the number and percentage of shares of Common Stock of the Issuer beneficially owned by each Reporting Person as of December 28, 2009.
                                 
            NUMBER OF SHARES        
    NUMBER OF SHARES   BENEFICIALLY   AGGREGATE    
    BENEFICIALLY OWNED   OWNED WITH   NUMBER OF SHARES   PERCENTAGE OF
    WITH SOLE VOTING AND   SHARED VOTING AND   BENEFICIALLY   CLASS BENEFICIALLY
NAME   DISPOSITIVE POWER   DISPOSITIVE POWER   OWNED   OWNED (1)
Lenovo (2)
    0       3,465,666       3,465,666       7.45 %
Lenovo Holdings (3)
    0       3,465,666       3,465,666       7.45 %
Lenovo Sysware (4)
    0       3,465,666       3,465,666       7.45 %
Lenovo IT Alliance
    0       3,465,666       3,465,666       7.45 %
 
(1)   The percentages of Common Stock indicated in this table are based on the number of outstanding shares of Common Stock as of September 30, 2009 reported in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2009.
 
(2)   Lenovo may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer because Lenovo IT Alliance, which is the record owner of the shares of Common Stock, is Lenovo’s indirect wholly-owned subsidiary.
 
(3)   Lenovo Holdings may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer because Lenovo IT Alliance, which is the record owner of the shares of Common Stock, is Lenovo Holdings’ indirect wholly-owned subsidiary.
 
(4)   Lenovo Sysware may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer because Lenovo IT Alliance, which is the record owner of the shares of Common Stock, is Lenovo Sysware’s wholly-owned subsidiary.
     To the knowledge of the Reporting Persons, based on a review of filings made in the past three calendar years pursuant to Sections 13 and 16 under the Securities Exchange Act of 1934, as amended, in respect of beneficial ownership of the Issuer’s Common Stock, none of the other persons named in Schedule A referenced in Item 2 above owns any Common Stock of the Issuer, other than as reported thereon.
ITEM 6
     Item 6 is hereby amended and restated as follows:
     The information set forth in Item 4 hereof is incorporated herein by reference. The foregoing description of the Stock Purchase Agreement is a summary and all statements made herein related to the Stock Purchase

-7-

 

         
CUSIP No. 04518A104   SCHEDULE 13D/A   Page 8 of 11
Agreement are qualified in their entirety by reference to the complete text of the Stock Purchase Agreement, which is filed as Exhibit F hereto and is incorporated herein by reference.
ITEM 7
     Item 7 is hereby amended and restated as follows:
EXHIBIT INDEX
Exhibit A — Agreement among Lenovo Group Limited, Lenovo Holdings (BVI) Limited, Lenovo Sysware Limited and Lenovo IT Alliance Limited, dated February 21, 2006, to file this Statement jointly on behalf of each of them. +
Exhibit B — Acquisition Agreement, dated as of July 27, 2004, by and between AsiaInfo Holdings, Inc. and Lenovo Group Limited. +
Exhibit C — Supplement and Amendment No. 1 to Acquisition Agreement, dated October 1, 2004, by and between AsiaInfo Holdings, Inc. and Lenovo Group Limited. +
Exhibit D — Forward Contract, dated as of October 19, 2004, by and between Bonson Information Technology Limited and Lenovo IT Alliance Limited. +
Exhibit E — Settlement Agreement, dated as of January 24, 2007, by and between AsiaInfo Holdings, Inc. and Lenovo Group Limited. + +
Exhibit F — Stock Purchase Agreement, dated as of February 16, 2007, by and among Fidelity Asia Ventures Fund L.P. and Fidelity Asia Principals Fund L.P., and Lenovo IT Alliance Limited. +++
Exhibit G — Stock Purchase Agreement, dated as of December 28, 2009, by and between Goldman Sachs (Asia) L.L.C. and Lenovo IT Alliance Limited.
 
+   Filed with the Securities and Exchange Commission as an exhibit to the Statement on Schedule 13D on February 21, 2006 and incorporated by reference herewith.
 
++   Filed with the Securities and Exchange Commission as an exhibit to Amendment No. 2 to the Statement on Schedule 13D on February 13, 2007 and incorporated by reference herewith.
 
+++   Filed with the Securities and Exchange Commission as an exhibit to Amendment No. 3 to the Statement on Schedule 13D on February 23, 2007 and incorporated by reference herewith.

-8-

 

CUSIP No. 04518A104   SCHEDULE 13D/A   Page 9 of 11
SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
Dated: December 30, 2009
  LENOVO GROUP LIMITED    
 
       
 
  /s/ Eric Mok    
 
 
 
   
 
  Name: Eric Mok    
 
  Title: Company Secretary    
 
       
 
  LENOVO HOLDINGS (BVI) LIMITED    
 
       
 
  /s/ Eric Mok    
 
       
 
  Name: Eric Mok    
 
  Title: Company Secretary    
 
       
 
  LENOVO SYSWARE LIMITED    
 
       
 
  /s/ Eric Mok    
 
       
 
  Name: Eric Mok    
 
  Title: Company Secretary    
 
       
 
  LENOVO IT ALLIANCE LIMITED    
 
       
 
  /s/ Eric Mok    
 
       
 
  Name: Eric Mok    
 
  Title: Company Secretary    

-9-

 

CUSIP No. 04518A104   SCHEDULE 13D/A   Page 10 of 11
SCHEDULE A
     The following table sets forth the name, citizenship and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted of each director and executive officer of Lenovo, Lenovo Holdings, Lenovo Sysware and Lenovo IT Alliance.
             
        PRESENT PRINCIPAL    
        OCCUPATION OR    
NAME   CITIZENSHIP   EMPLOYMENT   BUSINESS ADDRESS
Mr. Liu Chuanzhi
  Chinese   Mr. Liu is the Chairman of the Board of Directors and a Non-Executive Director of Lenovo.   23/F., Lincoln House, Taikoo
Place, 979 King’s Road,
Quarry Bay, Hong Kong
 
           
Mr. Yang Yuanqing
  Chinese   Mr. Yang is the Chief Executive Officer and an Executive Director of Lenovo   23/F., Lincoln House, Taikoo
Place, 979 King’s Road,
Quarry Bay, Hong Kong
 
           
Mr. Zhu Linan
  Chinese   Mr. Zhu is a Non-Executive Director of Lenovo.   23/F., Lincoln House, Taikoo
Place, 979 King’s Road,
Quarry Bay, Hong Kong
 
           
Ms. Ma Xuezheng
  Chinese   Ms. Ma is a Non-Executive Director and Vice-Chairman of Lenovo   23/F., Lincoln House, Taikoo
Place, 979 King’s Road,
Quarry Bay, Hong Kong
 
           
Mr. James G. Coulter
  American   Mr. Coulter is a Non-Executive Director of Lenovo.   23/F., Lincoln House, Taikoo
Place, 979 King’s Road,
Quarry Bay, Hong Kong
 
           
Mr. William O. Grabe
  American   Mr. Grabe is a Non-Executive Director of Lenovo.   23/F., Lincoln House, Taikoo
Place, 979 King’s Road,
Quarry Bay, Hong Kong
 
           
Dr. Wu Yibing
  Chinese   Mr. Wu is a Non-Executive Director of Lenovo.   23/F., Lincoln House, Taikoo
Place, 979 King’s Road,
Quarry Bay, Hong Kong
 
           
Professor Woo Chia-Wei
  Chinese   Professor Woo is a Non-Executive Director of Lenovo.   23/F., Lincoln House, Taikoo
Place, 979 King’s Road,
Quarry Bay, Hong Kong
 
           
Mr. Ting Lee San
  American   Mr. Ting is a Non-Executive Director of Lenovo.   23/F., Lincoln House, Taikoo
Place, 979 King’s Road,
Quarry Bay, Hong Kong
 
           
Mr. John W. Barter III
  American   Mr. Barter is a Non-Executive Director of Lenovo.   23/F., Lincoln House, Taikoo
Place, 979 King’s Road,
Quarry Bay, Hong Kong

-10-

 

CUSIP No. 04518A104   SCHEDULE 13D/A   Page 11 of 11
             
        PRESENT PRINCIPAL    
        OCCUPATION OR    
NAME   CITIZENSHIP   EMPLOYMENT   BUSINESS ADDRESS
Dr. Tian Suning
  Chinese   Dr. Tian is a Non-Executive Director of Lenovo.

Dr. Tian is also a non-executive director of the Issuer 1 		  23/F., Lincoln House, Taikoo
Place, 979 King’s Road,
Quarry Bay, Hong Kong
 
           
Mr. Nicholas C. Allen
  British   Mr. Allen is a Non-Executive Director of Lenovo   23/F Lincoln House, Taikoo
Place, 979 King’s Road,
Quarry Bay, Hong Kong
 
           
Mr. Wong Wai Ming
  Chinese   Mr. Wong is a Chief Financial Officer of Lenovo and director of Lenovo Holdings, Lenovo Sysware and Lenovo IT Alliance   23/F., Lincoln House, Taikoo
Place, 979 King’s Road,
Quarry Bay, Hong Kong
 
           
Mr. Zhou Qingtong
  Chinese   Mr. Zhou is a director of Lenovo Holdings, Lenovo Sysware and Lenovo IT Alliance.   23/F., Lincoln House, Taikoo
Place, 979 King’s Road,
Quarry Bay, Hong Kong
 
1   According to a Form 4 filed by Dr. Tian on December 28, 2009, Dr. Tian declared:
 
•   direct ownership of 3,033,871 shares of Common Stock of the Issuer,
 
•   2,087,704 shares indirectly held by Jean Qin Kong, Dr. Tian’s wife,
 
•   4,000 shares in revocable trust for the benefit of Stephanie Tian
 
•   2,235,632 shares held through PacificInfo Limited, which is wholly owned by Dr. Tian
 
•   direct ownership of 6,750 restricted stock units (including the right to acquire Common Stock) that expire on January 13, 2010 and
 
•   indirect ownership of 741,689 shares of Common Stock through PacificInfo Limited that are subject to a pre-paid variable delivery forward contract that matures on May 5, 2011.

-11-

Exhibit G
PURCHASE AGREEMENT
Pricing Terms and Closing Arrangements
Seller: Lenovo IT Alliance Limited
Issuer (TICKER): Asialnfo (ASIA)
Common Shares of Issuer (the “Shares”): 500,000
Per Share Purchase Price: USD$30
Aggregate Purchase Price: USD$15,000,000
The Seller agrees with Goldman Sachs (Asia) L.L.C. (“Goldman Sachs”) that Seller shall sell and Goldman Sachs, acting as a “market maker” (as that term is used in Rule 144(f) under the US Securities Act of 1933, as amended (the “Securities Act” )), shall purchase the Shares on the terms and subject to the conditions set forth in this Agreement.
The closing will take place at 9.00 am (New York time) on the third business day following the date hereof (i.e., December 31, 2009) (the “Closing Time”).
Closing Conditions, Representations and Warranties and Indemnity
Goldman Sachs’ obligations to purchase the Shares under this Agreement are subject to the conditions specified in Annex I. The Seller shall (1) adhere to the lock-up undertaking and (2) indemnify Goldman Sachs, in each case to the extent specified in Annex I. The Seller makes the representations and warranties in Annex II.
If Goldman Sachs is unable to obtain from the Issuer’s transfer agent Shares in dematerialized form within thirty (30) days of the date hereof, then the Seller shall indemnify and hold harmless Goldman Sachs from and against all costs associated with such failure of dematerialization, including but not limited to Goldman Sachs’ costs of procuring an equivalent number of shares to satisfy any delivery obligations associated with any stock borrows undertaken by Goldman Sachs in connection with Goldman Sachs’ on-sale of the Shares to investors. Until such dematerialization occurs, Goldman Sachs may in its sole discretion retain the entire proceeds from the sale of the Shares, notwithstanding any other provision herein, and apply such proceeds towards satisfying the foregoing indemnification obligation. Further, such indemnification obligation shall not be subject to the limitation on the aggregate indemnification set forth in Annex I (or any other limitations or restrictions hereunder). The Seller shall use its best efforts to facilitate the dematerialization of the Shares as promptly as possible following the date hereof, and Goldman Sachs shall reasonably and promptly cooperate with the Seller to assist with such dematerialization.
Notices, Confidentiality, Rights of Third Parties, Governing Law and Counterparts
No statement, notice or waiver under, or amendment to, this Agreement shall be valid unless it is in writing and, in the case of amendments, executed by each party. Notices shall be delivered by facsimile or email as indicated below. Except to the extent required by applicable law or regulation, this Agreement and the transactions contemplated by it may not be disclosed to any third party or otherwise publicly referred to by the Seller prior to the Closing Time without the prior written consent of Goldman Sachs. The Seller undertakes to make all disclosures required under applicable laws and regulations in relation to the transactions contemplated herein.
This Agreement shall be binding upon, and inure solely to the benefit of, Goldman Sachs and the Seller and their respective successors and permitted assigns and, to the extent provided herein, their directors, officers, employees and controlling persons. Time shall be of the essence in this Agreement, and neither party may assign any of its rights or obligations under this Agreement to any other party except Goldman Sachs may assign its rights and obligations to Goldman, Sachs & Co. or Goldman Sachs International.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, and the parties agree that the New York courts are the most appropriate and convenient courts to hear any dispute under or arising out of this Agreement and, accordingly, submit to the exclusive jurisdiction of such courts.
This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

 

 

                     
GOLDMAN SACHS (ASIA) L.L.C.       LENOVO IT ALLIANCE LIMITED    
 
                   
By:
          By:   /s/ Wong Wai Ming    
 
 
 
Name: 		         
 
Name: Wong Wai Ming 		   
 
  Title:           Title: Director    
 
  Date:           Date: December 28, 2009    
 
  Facsimile for Notices:           Facsimile for Notices: (852) 2219 9766
 
  Email for Notices:           Email for Notices:    
 
  Attn:           Attn:    

2

 

Annex I
Conditions
The obligations of Goldman Sachs under this Agreement are subject to the conditions set forth below. Goldman Sachs may waive, in its sole discretion, any of these conditions by written notice to the Seller.
Accuracy of Seller’s representations and warranties. Each of the representations and warranties of Seller in this Agreement shall have been correct when given or made and shall remain correct in all material respects as if given and made at the Closing Time.
Share Delivery . Seller shall have delivered to Goldman Sachs one or more certificates representing the Shares together with duly executed and Medallion-guaranteed transfer documentation.
Instructions and Legal Opinion for Dematerialization . Seller shall have delivered to Goldman Sachs a copy of instructions from the Issuer to the Issuer’s transfer agent and a legal opinion from the Issuer’s inside counsel, in form and content reasonably acceptable to Goldman Sachs, instructing such transfer agent to register the transfer of such Shares in dematerialized form and expressing the view that registration of the Shares in dematerialized form is permitted under the Securities Act of 1933, as amended, and the transfer agent shall not have given any indication at such time that the Shares will not be eligible for dematerialization.
Indemnification
The Seller agrees to indemnify and hold harmless Goldman Sachs against any losses, claims, damages, demands or liabilities to which Goldman Sachs may become subject in so far as such losses, claims, damages or liabilities (or actions in respect thereof) relate to or arise out of any breach or alleged breach of the terms of this Agreement by the Seller or as a result of any of the representations and warranties of the Seller being, or being alleged to be, untrue or misleading in any material respect; provided, however, that the aggregate indemnification liability of the Seller (for the avoidance of doubt, without prejudice to any other contractual remedies) shall not exceed the net proceeds received by the Seller from the sale of the Shares sold pursuant to this Agreement. The indemnification obligations of the Seller for alleged breaches shall apply only to breaches alleged by an unaffiliated third party in a written complaint filed in a court of competent jurisdiction, and only if the causes of action related to such alleged breach are not dismissed by such court within 365 days thereafter. This indemnity shall not, however, apply to the extent that it is finally judicially determined that such losses, claims, damages or liabilities resulted primarily from Goldman Sachs’ gross negligence or willful misconduct. The indemnification obligations of the Seller are in addition to any liability the Seller may otherwise have and shall extend, upon the same terms and conditions, to the directors, officers, employees and controlling persons of Goldman Sachs. The indemnification obligations of the Seller shall survive termination of this Agreement.
Lock Up
During the period ending 30 days after the date of this Agreement neither Seller nor any of its affiliates will, or will cause any other person to, offer, sell, contract to sell, grant any option to purchase or otherwise dispose of, directly or indirectly, any Shares or depositary receipts representing Shares or any other securities of the Issuer which are substantially similar to Shares or any securities convertible into, exchangeable for or representing the right to receive any of the foregoing securities or enter into any options or derivatives, cash settled or otherwise, or other transactions relating to the foregoing or having similar economic effect.

 

 

Annex II
Representations & Warranties
The Seller represents and warrants to, and agrees with, Goldman Sachs that:
This is a valid and binding agreement . This Agreement has been duly authorised, executed and delivered by the Seller and constitutes a valid and legally binding agreement of the Seller.
Seller has all necessary approvals to sell the Shares . All consents, orders, approvals, and other authorisations, whether governmental, corporate or other, necessary for the execution, delivery and performance by the Seller of this Agreement and the transactions contemplated hereby have been obtained or made and are in full force and effect.
The sale does not conflict the Seller’s other agreements or applicable laws . The compliance by the Seller with all of the provisions of this Agreement will not conflict with, result in a breach or violation of, or constitute a default under: (A) any agreement or instrument to which the Seller is a party or by which it or any of its properties or assets is bound; or (B) any statute, rule or regulation applicable to, or any order of any court or governmental agency with jurisdiction over, the Seller, its assets or its properties.
Seller will transfer good and valid title to the Shares . The Seller has good and valid title to the Shares free and clear of liens, encumbrances, equities or claims; and upon delivery of the Shares to Goldman Sachs against payment pursuant to this Agreement, good and valid title to the Shares, free and clear of liens, encumbrances, equities or claims, will pass to Goldman Sachs.
The Seller has not manipulated the price of any of the Issuer’s securities . Neither the Seller nor anyone acting on its behalf has made or will make bids for, or purchases of, or attempts to induce any person to bid for or purchase any common shares of the Issuer or any other securities that may be converted, exchanged or exercised into (or which, under the terms of the subject security, may in whole or in significant part determine the value of) the common shares of the Issuer during the applicable “restricted period”, as such term is defined under Regulation M under the Securities Act.
The Seller is not violating insider trading laws . The undersigned is not aware of any material non-public information regarding the Issuer or the Shares.
US representations and warranties .
(a) No registration of the Shares is required under the Securities Act for the transactions contemplated hereby. The Seller has held the Shares for more than 6 months preceding the date hereof.
(b) The undersigned has not solicited or arranged for the solicitation of, and will not solicit or arrange for the solicitation of, orders to buy shares of the Issuer in anticipation of or in connection with any proposed sale of the Shares. The Seller did not acquire the Shares and is not entering this transaction for the purpose of avoiding the registration requirements of the Securities Act.
(c) The Issuer has securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934 (the “Exchange Act” ), has been subject to the reporting requirements of Section 13 of the Exchange Act for a period of at least 90 days immediately preceding the date of this Agreement and has, to the knowledge of the Seller, filed all the reports required to be filed thereunder during the 12 months preceding the date of this Agreement (other than reports on Form 8-K).
(d) The aggregate of the Shares and of any other securities whose sales are required under Rule 144 to be aggregated with the sales of Shares by or for the Seller during the preceding three months will not exceed the greater of (i) 1% of the outstanding number of common shares of the Issuer as shown by the most recent report or statement published by the Issuer, or (ii) the average reported weekly volume of trading in the Issuer’s common shares during the four calendar weeks preceding the date hereof.
(e) The Seller shall, on the date of this Agreement and no later than 10:00pm (New York time) on such date, deposit in the U.S. mail, first class postage paid, addressed to and for filing with, the United States Securities and Exchange Commission at its principal office in Washington, D.C. three copies of a notice on Form 144 in relation to the sale of the Rule 144 Shares hereunder duly signed by the Seller and contemporaneously transmit one copy of such notice to (a) the NASDAQ Stock Market in accordance with its rules and (b) Goldman Sachs by facsimile or email.
The Seller undertakes to notify Goldman Sachs in writing as soon as practicable if any of its representations or warranties was not correct when made or ceases to be correct prior to the Closing Time.