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Published: 2008-03-26

Merger Agreement - AsiaInfo Technologies (China) Inc. and Zhejiang AsiaInfo Telecommunication Technology Co. Ltd.



  AGREEMENT FOR THE MERGER OF ASIAINFO TECHNOLOGIES (CHINA) INC. AND ZHEJIANG
                ASIAINFO TELECOMMUNICATION TECHNOLOGY CO., LTD.

Party A:          AsiaInfo Technologies (China) Inc.

Address:          3/F Zhongdian Information Tower, No. 18 Baishiqiao Road,
                  Haidian District, Beijing, China

Authorized Representative: Wang Qindai

Party B:          Zhejiang AsiaInfo Telecommunication Technology Co., Ltd.

Address:          22/F and 23/F Block B Yaojiang International Building, No.
                  100, Moganshan Road, Hangzhou

Authorized Representative: Gong Hongjia

Whereas:

(A)     Party A is a foreign investment enterprise validly established and
        existing under the approval of the Beijing Foreign Economic and Trade
        Commission, having a legal person status.

(B)     Party B is a foreign investment enterprise validly established and
        existing under the approval of the Zhejiang Foreign Economic and Trade
        Office, having a legal person status.

(C)     Party A and Party B have agreed to merge with each other after friendly
        consultations.

        For the purpose of defining the rights and obligations of the Parties,
ensuring the smooth completion of the merger, Party A and Party B have entered
into this Merger Agreement on the basis of the principle of free will and
equality in accordance with the relevant laws and regulations.

1.      DEFINITION

        Merger shall mean the merger of Party A with Party B.

        Related Contracts shall mean loan agreements, pledge agreements and
other contracts entered into by Party B and approved by Party A.

2.      FORM OF MERGER

        Party A and Party B agree that the Merger shall take the form of
amalgamation. Party A shall survive the Merger and Party B shall be dissolved
after the Merger.

        Upon the Merger, the total amount of investment made by Party A shall be
US$20,000,000. The registered capital of the new company shall be US$13,500,000.

3.      RIGHTS AND LIABILITIES

        Upon the Merger, the rights and liabilities of Party B shall be enjoyed
and assumed by Party A.

4.      RELATED CONTRACTS

(1)     Upon the Merger, Party A shall become a party to the Related Contracts
        entered into by Party B in accordance with law.

(2)     In the case where the main body of a Related Contract is to be altered,
        Party B shall assist Party A in completing the necessary formalities.

5.      WORK ARRANGEMENTS FOR STAFF AND WORKERS

        Upon the Merger, the staff of Party B shall be transferred to Party A's
office in Hangzhou.




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6.      MATTERS RELATING TO THE MERGER

(1)     Party A shall be authorized to take over the assets of Party B pursuant
        to this Agreement and dispose of such assets upon the completion of the
        Merger.

(2)     Party A shall be authorized to request Party B to transfer all documents
        relating to Party B's operating assets to Party A. Such documents
        include but are not limited to all kinds of accounts, books and records
        and information on equipment and technology.

(3)     Party B shall provide Party A with the assistance required for the
        performance of formalities required for the Merger.

7.      LIABILITY FOR BREACH

(1)     Any Party acting in violation of this Agreement shall constitute a
        breach of contract and such Party shall assume liability for breach and
        compensate the other Party for any losses incurred as a result of such
        breach. Where both Parties have committed a default, the amount of
        compensation shall be determined on the basis of the seriousness of the
        default.

(2)     If this Agreement cannot be performed due to force majeure and
        modifications of Chinese laws and industrial policy, no Party shall be
        required to assume liability for breach of contract.

8.      RESOLUTION OF DISPUTES

(1)     Any dispute between Party A and Party B arising from the interpretation
        or performance of this Agreement shall be settled through friendly
        consultations as far as practicable.

(2)     If Party A and Party B fail to reach an agreement within 20 days after
        the commencement of friendly consultations, either Party may apply for
        arbitration to the China International Economic and Trade Arbitration
        Commission.

9.      SUPPLEMENTARY PROVISIONS

(1)     Party A and Party B may enter into a supplementary agreement to deal
        with matters that have not been covered under this Agreement. The
        Supplementary Agreement and this Agreement shall carry equal legal
        force.

(2)     This Agreement shall become effective after signing by the legal
        representatives or authorized representatives of both Parties and
        affixing of the chops of both Parties.

(3)     This Agreement shall be executed in 4 copies. Each Party shall hold 2
        copies. All copies are equally valid.

Party A: AsiaInfo Technologies (China) Inc.

Legal Representative or Authorized Representative:

(seal)

Party B: Zhejiang AsiaInfo Communication Technology Co., Ltd.

Legal Representative or Authorized Representative:

(seal)

Date:




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