Agreement for the Establishment of a Limited Liability Company and Capital Contribution - AsiaInfo Technologies (China) Inc., Guangdong Data Communication Network Co. Ltd., and Guangdong Wangxing Communication Technology Co. Ltd.


                  AGREEMENT FOR THE ESTABLISHMENT OF A LIMITED

                   LIABILITY COMPANY AND CAPITAL CONTRIBUTION

        In accordance with the PRC Company Law, the shareholders have agreed,
after careful consideration, to contribute capital on a voluntary basis for the
establishment of a limited liability company. It is hereby agreed as follows:

1.      The proposed name of the newly established limited liability company
        shall be Guangdong Wangying Communication Technology Company Limited
        (the "COMPANY"). There shall be a list of alternative names. The name of
        the Company shall be as registered at the registration authority.

2.      The principal business of the Company shall be information technology
        business. The proposed place of domicile of the Company shall be 2/F.,
        No. A4, Jinyang No. 2 Street, Zhongshan No. 1 Road, Dongshan District,
        Guangzhou City.

3.      The Company shall have three shareholders having legal person status.
        They are: AsiaInfo Technologies (China) Inc. (Registration No.: Qi Du
        Jing Zong Zi No. 010138), Guangdong Data Communication Network Company
        Limited (Registration No.: 4400001005310) and Guangdong Wangxing
        Communication Technology Company Limited (Registration No.:
        4400001008853).

4.      The registered capital of the Company shall be RMB3,000,000. AsiaInfo
        Technologies (China) Inc. shall contribute RMB1,200,000 in cash,
        representing 40% of the total registered capital; Guangdong Data
        Communication Network Company Limited shall contribute RMB900,000 in
        cash, representing 30% of the total registered capital; and Guangdong
        Wangxing Communication Technology Company Limited shall contribute
        RMB900,000 in cash, representing 30% of the total registered capital.

5.      Upon the pre-approval and registration of the name of the Company, a
        temporary bank account shall be opened within three days. The
        shareholders shall make their contributions fully in cash and deposit
        such cash to the temporary bank account within three days after it has
        been established.

6.      Any shareholder who fails to make its agreed contribution shall assume
        liability for breach of agreement by paying a penal sum calculated at a
        rate of 0.3% to the non-breaching shareholders.

7.      The liability of the shareholders to the Company shall be limited to
        their respective capital contribution. Creditors of the Company shall
        have recourse to all of the assets of the Company.

8.      The shareholders have agreed that Chen Shanquan shall make an
        application on behalf of the Company for pre-approval and registration
        of its name and registration of its establishment to a registration
        authority. The applicant shall undertake that documents and certificates
        submitted to the registration authority are truthful, valid and legal
        and assume liability therefor.

9.      If, for various reasons, the application for establishment of the
        Company cannot reflect the original intentions of the shareholders, the
        application may be terminated upon the agreement of the shareholders.
        Any costs incurred shall be borne by the shareholders in accordance with
        their agreed percentage of capital contribution.

AsiaInfo Technologies (China) Inc.       Guangdong Data Communication Technology
                                         Company Limited

Representative: Seal                     Representative: Seal

Guangdong Wangxing Communication
Technology Company Limited

Representative: Seal

Location of Signing: 3/F., No. 15 Xincheng South Street, Tianhe East Road,
                     Guangzhou

Time of Signing:  2 June 2000

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