Exhibit 2.1 SHARE PURCHASE AGREEMENT dated as of January 20, 2002 by and among AsiaInfo Holdings, Inc., Bonson Information Technology Holdings LimitedShare Purchase Agreement • February 21st, 2002 • Asiainfo Holdings Inc • Services-business services, nec • New York
Exhibit 2.2 Letter Agreement AsiaInfo Holdings, Inc. 4/th/ Floor, Zhongdian Information Tower 6 Zhongguanan South Street Haidian District Beijing 100086, China February 5, 2002 Ladies and Gentlemen: Reference is made to the Share Purchase Agreement...Letter Agreement • February 21st, 2002 • Asiainfo Holdings Inc • Services-business services, nec
Draft of February 1, 2000Underwriting Agreement • February 17th, 2000 • Asiainfo Holdings Inc • Services-business services, nec • New York
EXHIBIT 10.3 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER dated as of June 8, 1998 (the "Agreement"), is entered into by and among ASIAINFO HOLDINGS, INC. a Delaware corporation ("DELCORP") and ASIAINFO HOLDINGS, INC., a Texas...Merger Agreement • December 21st, 1999 • Asiainfo Holdings Inc
AGREEMENT AND PLAN OF MERGER among SKIPPER LIMITED, SKIPPER ACQUISITION CORPORATION and ASIAINFO-LINKAGE, INC. Dated as of May 12, 2013Merger Agreement • May 13th, 2013 • Asiainfo-Linkage, Inc • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER, dated as of May 12, 2013 (this “Agreement”), among Skipper Limited, a Cayman Islands exempted company with limited liability (“Parent”), Skipper Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and AsiaInfo-Linkage, Inc., a Delaware corporation (the “Company”).
AsiaInfo Technologies (China), Inc Employment ContractEmployment Contract • January 30th, 2009 • Asiainfo Holdings Inc • Services-business services, nec
Party A and Party B (hereinafter referred to as the “Parties”) have entered into this employment contract (“Contract”) on the basis of equal, voluntary and mutual consultation and negotiation and in accordance with the Labor Law of the People’s Republic of China and other relevant laws and regulations. Both Parties have agreed to comply with the provisions of this Contract.
AsiaInfo-Linkage Technologies (China), Inc Employment ContractEmployment Contract • November 9th, 2010 • Asiainfo-Linkage, Inc • Services-prepackaged software
Party A and Party B (hereinafter referred to as the “Parties”) have entered into this employment contract (“Contract”) on the basis of equal, voluntary and mutual consultation and negotiation and in accordance with the Labor Law of the People’s Republic of China, Labor Contract Law of the People’s Republic of China and other relevant laws and regulations. Both Parties have agreed to comply with the provisions of this Contract.
Exhibit 10.4 Employment Agreements between AsiaInfo Holdings, Inc. and Xingsheng Zhang dated January 27, 2003 THIS AGREEMENT is made on the 27/th/ day of January, 2003 AMONG (1) AsiaInfo Holdings Inc., a corporation organized under the laws of the...Employment Agreement • August 14th, 2003 • Asiainfo Holdings Inc • Services-business services, nec • Delaware
EQUITY COMMITMENT LETTER May 12, 2013Equity Commitment Letter • May 14th, 2013 • Asiainfo-Linkage, Inc • Services-prepackaged software • New York
CHANGE-OF-CONTROL SEVERANCE AGREEMENTChange-of-Control Severance Agreement • November 9th, 2010 • Asiainfo-Linkage, Inc • Services-prepackaged software • Delaware
This Agreement, dated as of August 16, 2010, is made and entered into by and between AsiaInfo-Linkage, Inc., a corporation organized under the laws of the State of Delaware with its principal place of business at Zhongdian Information Tower, No. 6 Zhongguancun South Street, Beijing, People’s Republic of China (the “Company”), and Michael Wu, Vice President and Chief Financial Officer (the “Executive”).
MASTER EXECUTIVE EMPLOYMENT AGREEMENTMaster Executive Employment Agreement • November 9th, 2010 • Asiainfo-Linkage, Inc • Services-prepackaged software • Delaware
This Master Executive Employment Agreement, dated as of August 16, 2010 (this “Agreement”), is made and entered into by and between you and AsiaInfo-Linkage, Inc., a Delaware corporation (the “Company”). For purposes of this Master Agreement, “Group” means the Company and any direct or indirect subsidiaries of the Company.
Exhibit 10.7 Change of Control Severance Agreement between AsiaInfo Holdings, Inc. and Ying Han dated May 30, 2003 This Agreement, dated as of May 30, 2003, is made and entered into by and between AsiaInfo Holdings, Inc., a corporation organized under...Change of Control Severance Agreement • August 14th, 2003 • Asiainfo Holdings Inc • Services-business services, nec • Delaware
LIMITED GUARANTEELimited Guarantee • May 13th, 2013 • Asiainfo-Linkage, Inc • Services-prepackaged software • New York
LIMITED GUARANTEE dated as of May 12, 2013 (this “Limited Guarantee”), by InnoValue Capital Ltd. (the “Guarantor”), in favor of AsiaInfo-Linkage, Inc., a Delaware corporation (the “Guaranteed Party”).
Loan AgreementLoan Agreement • August 9th, 2006 • Asiainfo Holdings Inc • Services-business services, nec
This Loan Agreement (this “Agreement”) is made and entered into by and between the parties listed below as of June 2, 2006 in Beijing:
Exclusive Option AgreementExclusive Option Agreement • August 9th, 2006 • Asiainfo Holdings Inc • Services-business services, nec
In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party,” and they shall be collectively referred to as the “Parties”.
Share Pledge AgreementShare Pledge Agreement • August 9th, 2006 • Asiainfo Holdings Inc • Services-business services, nec
Pledgor is a citizen of the People’s Republic of China (“China” or “PRC”), and holds 25% of the equity interests in Lenovo Security. Lenovo Security is a limited liability company registered in Beijing, China. Lenovo Security intends to acknowledge the respective rights and obligations of Pledgor and Pledgee under this Agreement, and to provide any necessary assistance in registering the Pledge.
MASTER EXECUTIVE EMPLOYMENT AGREEMENTMaster Executive Employment Agreement • June 7th, 2010 • Asiainfo Holdings Inc • Services-prepackaged software • Delaware
This Master Executive Employment Agreement, dated as of June 5, 2010 (this “Agreement”), is made and entered into by and between you and AsiaInfo Holdings, Inc., a Delaware corporation (the “Company”).
MASTER EXECUTIVE EMPLOYMENT AGREEMENTMaster Executive Employment Agreement • May 10th, 2004 • Asiainfo Holdings Inc • Services-business services, nec • Delaware
This Master Executive Employment Agreement, dated as of April 1, 2004 (this “Agreement”), is made and entered into by and between you and AsiaInfo Holdings, Inc., a Delaware corporation (the “Company”). For purposes of this Master Agreement, “Group” means the Company and any direct or indirect subsidiaries of the Company.
AsiaInfo-Linkage Technologies (China), Inc. Confidentiality and Non-Competition AgreementConfidentiality and Non-Competition Agreement • February 28th, 2012 • Asiainfo-Linkage, Inc • Services-prepackaged software
Party A and Party B mutually recognize that Party B has the obligation to abide by certain information security and trade secret laws and regulations. Party A and Part B acknowledge and agree that any such violation may be subject to liabilities under certain provisions of Chinese criminal laws, the relevant sections of which are attached hereto as Exhibit A.
Consulting AgreementConsulting Agreement • November 9th, 2009 • Asiainfo Holdings Inc • Services-business services, nec • Delaware
In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows:
Exhibit 10.6 Master Executive Employment Agreement between AsiaInfo Holdings, Inc. and Ying Han dated May 30, 2003 Dear Ying: This Master Executive Employment Agreement, dated as of May 30, 2003 (this "Agreement"), is made and entered into by and...Master Executive Employment Agreement • September 25th, 2003 • Asiainfo Holdings Inc • Services-business services, nec • Delaware
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 11th, 2006 • Asiainfo Holdings Inc • 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.
VOTING AGREEMENTVoting Agreement • May 14th, 2013 • Asiainfo-Linkage, Inc • Services-prepackaged software • New York
VOTING AGREEMENT (this “Agreement”) dated as of May 12, 2013 among Skipper Holdings Limited, a Cayman Islands exempted company with limited liability (“Holdco”), Skipper Limited, a Cayman Islands exempted company with limited liability and a wholly owned subsidiary of Holdco (“Parent”) and each of the stockholders of AsiaInfo-Linkage, Inc., a Delaware corporation (the “Company”) set forth on Schedule 1 hereto under the column titled “Shareholders” (each, a “Shareholder”, and collectively, the “Shareholders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
PATENT ASSIGNMENT AGREEMENT BY AND BETWEEN LENOVO (BEIJING) LIMITED, AND LEGEND HOLDINGS LIMITED YU BING WANG ZHENG for and on behalf of LWYPatent Assignment Agreement • November 9th, 2004 • Asiainfo Holdings Inc • Services-business services, nec
This PATENT ASSIGNMENT AGREEMENT, dated as of October 19, 2004, is entered into by and between Lenovo (Beijing) Limited, a company established under the laws of the People’s Republic of China (“Assignor”), and Legend Holdings Limited, Yu Bing and Wang Zheng, for and on behalf of LWY (as defined below) (“Assignee”). Assignor on the one hand, and Assignee on the other hand, are each sometimes referred to herein as a “Party” and collectively as the “Parties” to this Agreement.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 11th, 2006 • Asiainfo Holdings Inc • 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.
MASTER EXECUTIVE EMPLOYMENT AGREEMENTMaster Executive Employment Agreement • November 9th, 2004 • Asiainfo Holdings Inc • Services-business services, nec
We are pleased to offer you the position of COO of Lenovo-AsiaInfo Technologies, Inc. (“LAI” or the “Company”). This Master Executive Employment Agreement, and the confidentiality and invention assignment provisions attached hereto as Appendix I (together, this “Agreement”), if accepted by you, along with the Supplementary Agreements (as defined below), sets forth the terms of your employment with LAI and the Group (as defined below). This offer is contingent on the occurrence of the consummation of AsiaInfo’s acquisition (the “Acquisition”) of certain assets constituting substantially all of the IT services business (the “Business”) of Lenovo Group Limited and its affiliates (collectively, “Lenovo”) and, if you accept this offer, it would take effect as of the date of the closing of the Acquisition (the “Closing Date”), which is currently anticipated to be October-1, 2004.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 11th, 2006 • Asiainfo Holdings Inc • Services-business services, nec
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of November 29, 2006, by and between PacificInfo Limited, an international company organized and existing under the laws of the British Virgin Islands (“PacificInfo”), Fidelity Asia Principals LP (“Assignee”).
PROXY AGREEMENTProxy Agreement • December 11th, 2006 • Asiainfo Holdings Inc • 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 11th, 2006 • Asiainfo Holdings Inc • 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”).
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 • November 30th, 2006 • Asiainfo Holdings Inc • 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”.
Frame ContractFrame Contract • August 9th, 2006 • Asiainfo Holdings Inc • Services-business services, nec
In this Contract, each of Party A, Party B and Party C shall be referred to as a “Party”, and, collectively, referred to as the “Parties”.
Share Pledge AgreementShare Pledge Agreement • November 9th, 2004 • Asiainfo Holdings Inc • Services-business services, nec
Pursuant to the Acquisition Agreement dated as of July 27, 2004 by and between AsiaInfo Holdings, Inc., a Delaware corporation (“AsiaInfo”) and Lenovo Group Limited, a Hong Kong corporation (“LGL”) (the “Acquisition Agreement”), and as supplemented and amended by Supplement and Amendment No.1 to Acquisition Agreement, dated as of October 1, 2004, by and between AsiaInfo and LGL (the “Supplement”; the Acquisition Agreement, as supplemented and amended by the Supplement, shall be referred to herein as the “Amended Acquisition Agreement”), this Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on October 19, 2004 in Beijing. In the event of any inconsistencies between the Amended Acquisition Agreement and this Agreement, the provisions of the Amended Acquisition Agreement shall prevail.
GUARANTEE & LOCKUP AGREEMENTGuarantee & Lockup Agreement • December 11th, 2006 • Asiainfo Holdings Inc • 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 11th, 2006 • Asiainfo Holdings Inc • 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”).
LEASE CONTRACTLease Contract • February 28th, 2013 • Asiainfo-Linkage, Inc • Services-prepackaged software
According to the Contract Law of the People’s Republic of China and related regulations, on the basis of equality, voluntary, justice, honesty and credibility, Party A and Party B enter into the lease contract below (the “Contract”) on the rental issue.
