Edgar Filing: ASIAINFO HOLDINGS INC

SCHEDULE 14A
(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)

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ASIAINFO HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[LOGO]
AsiaINFO(R)

ASIAINFO HOLDINGS, INC.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 18, 2003

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March 21, 2003

TO THE STOCKHOLDERS OF ASIAINFO HOLDINGS, INC.:

You are cordially invited to attend the Annual Meeting of stockholders (the
"Annual Meeting") of AsiaInfo Holdings, Inc., a Delaware corporation
("AsiaInfo"), to be held on Friday, April 18, 2003 at 2:00 p.m., local time, at
4th Floor, Zhongdian Information Tower, 6 Zhongguancun South Street, Haidian
District, Beijing, PRC, for the following purposes:

1. To elect three directors to serve for three-year terms to expire at the 2006
Annual Meeting of stockholders and until their successors are duly elected
and qualified;

2. To ratify the selection of Deloitte Touche Tohmatsu as the independent
auditors of AsiaInfo for the fiscal year ending December 31, 2003;

3. To consider and vote upon a proposal to approve and ratify the AsiaInfo
Holdings, Inc. 2002 Stock Option Plan; and

4. To transact such other business as may properly come before the meeting or
any adjournment thereof.

This notice of meeting, proxy statement, proxy card and copy of the Annual
Report on AsiaInfo's operations during the year ended December 31, 2002 are
being distributed on or about March 21, 2003. The foregoing items of business
are more fully described in the proxy statement.

Stockholders of record at the close of business on February 28, 2003 are
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof. A list of these stockholders will be available for inspection during
ordinary business hours at our principal executive offices, at 4th Floor,
Zhongdian Information Tower, 6 Zhongguancun South Street, Haidian District,
Beijing, PRC, from April 8, 2003 to the date of our Annual Meeting. The list
will also be available for inspection at the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting in person.
However, to assure your representation at the Annual Meeting, you are urged to
vote your shares by telephone, the Internet, or by signing and returning the
enclosed proxy card as promptly as possible in the enclosed self-addressed
envelope. Any stockholder attending the Annual Meeting may vote in person even
if he or she returned a proxy. However, if a stockholder's shares are held of
record by a broker, bank or other nominee and the stockholder wishes to vote at
the Annual Meeting, the stockholder must obtain from the record holder a proxy
issued in his or her name.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ James Ding
--------------------------------------
James Ding
March 21, 2003 President and Chief Executive
Officer
Beijing, PRC

ASIAINFO HOLDINGS, INC.
4/th/ Floor, Zhongdian Information Tower
6 Zhongguancun South Street
Haidian District
Beijing 100086, PRC

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PROXY STATEMENT

2003 ANNUAL MEETING OF STOCKHOLDERS

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This proxy statement (the "Proxy Statement") and accompanying proxy are being
mailed to stockholders on or about Friday, March 21, 2003, in connection with
the solicitation of proxies by the Board of Directors (the "Board") of AsiaInfo
Holdings, Inc., a Delaware corporation ("AsiaInfo," the "Company," "we" or
"our"), for use at the Annual Meeting of stockholders (the "Annual Meeting") to
be held on Friday, April 18, 2003, at 2:00 p.m., local time, at 4th Floor,
Zhongdian Information Tower, 6 Zhongguancun South Street, Haidian District,
Beijing, PRC, or at any adjournment thereof, for the purposes set forth herein
and in the accompanying Notice of Annual Meeting of Stockholders. AsiaInfo's
principal executive offices are located at 4th Floor, Zhongdian Information
Tower, 6 Zhongguancun South Street, Haidian District, Beijing 100086, PRC.
AsiaInfo's telephone number at that location is +8610 6250 1658.

INFORMATION CONCERNING SOLICITATION AND VOTING

Record Date and Share Ownership

Stockholders of record at the close of business on February 28, 2003 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. At
the Record Date, 44,243,527 shares of AsiaInfo's common stock ("Common Stock")
were issued and outstanding and held of record by approximately 164 registered
stockholders.

Voting, Solicitation and Revocability of Proxy

Registered stockholders can vote by mail, telephone or the Internet. Telephone
voting can be accessed by calling the toll-free number (in the United States
only) 1-866-593-3363. Internet voting can be accessed by logging on to the
following Internet address: (https://www.proxyvotenow.com/asi). Telephone and
Internet voting information is provided on the proxy card. A control number
located on the proxy card is designed to verify each stockholder's identity and
allow stockholders to vote their shares and confirm that their voting
instructions have been properly recorded. If your shares are held in the name
of a bank or broker, follow the voting instructions on the form you receive
from your bank or broker. The availability of telephone or Internet voting will
depend on your bank or broker's voting process.

If you do not choose to vote by telephone or the Internet, you may still return
your proxy card, properly signed, and the shares represented will be voted in
accordance with your directions. You can specify your choices by marking the
appropriate boxes on the proxy card. If your proxy card is signed and returned
without specifying choices, the shares will be voted in favor of proposals 1, 2
and 3. If you vote by telephone or the Internet, it is not necessary to return
your proxy card.

You may revoke your proxy at any time before it is voted at the Annual Meeting
by casting a different vote by telephone or the Internet, by executing a
later-voted proxy by mail, by voting by ballot at the Annual Meeting, or by
providing written notice of the revocation to Adams Lin, Corporate Secretary
and Legal Counsel of AsiaInfo, at the Company's principal executive offices.

Your vote is important. Accordingly, regardless of whether you plan to attend
the Annual Meeting, you are urged to vote by telephone, by the Internet, or by
signing and returning the accompanying proxy card. If you do attend, you may
vote by ballot at the Annual Meeting, thereby canceling any proxy previously
given.

In the event that any matter not described in this Proxy Statement properly
comes before the Annual Meeting, the proxy holders named in the accompanying
proxy will vote the shares represented by the proxy in accordance with their
best judgment. As of the date of this Proxy Statement, AsiaInfo is not aware of
any other matter that might be presented at the Annual Meeting.

Each share of Common Stock outstanding on the Record Date is entitled to one
vote. The required quorum for the transaction of business at the Annual Meeting
is a majority of the votes eligible to be cast by holders of shares of Common
Stock issued and outstanding on the Record Date, present in person or
represented by proxy. Stockholders may withhold authority to vote for one or
more of the nominees for director and may abstain on one or more of the other
matters that may come before the Annual Meeting. The inspector of election
appointed for the Annual Meeting will determine the existence of a quorum and
will tabulate the votes cast at the Annual Meeting. Broker non-votes will not
be counted in determining the number of votes cast with respect to a proposal.
For purposes of determining the presence of a quorum, abstentions and broker
non-votes will be counted by AsiaInfo as present at the Annual Meeting.
Abstentions will also be counted by AsiaInfo in determining the total number of
votes cast with respect to a proposal (other than the election of directors).
If, however, such quorum shall not be present or represented, the stockholders
present in person or represented by proxy shall have the power to adjourn the
Annual Meeting from time to time, without notice other than announcement at the
Annual Meeting until a quorum shall be present or represented. If a broker
indicates on a proxy that such broker does not have discretionary authority to
vote on a particular matter, under applicable Delaware law those shares will be
counted as present for purposes of determining the presence of a quorum, but
will not be counted as votes cast on the matter and will have no effect on the
outcome of the vote on such matter.

The cost of soliciting proxies will be borne by AsiaInfo. Proxies may be
solicited by certain of AsiaInfo's directors, officers and employees, without
additional compensation, in person or by telephone, email or facsimile. In
addition, AsiaInfo has retained Morrow & Co., Inc. to assist in such
solicitation. The fee to be paid to such firm is not expected to exceed $6,000
plus reasonable out-of-pocket costs and expenses. In addition, AsiaInfo may
reimburse brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation materials to such
beneficial owners.

TABLE OF CONTENTS

Matters to be Considered at The Annual Meeting........................................ 4
Proposal No. 1: Election Of Directors................................................. 4
General............................................................................. 4
Nominees for Class I Directors...................................................... 4
Board Meetings and Committees....................................................... 5
Director Compensation............................................................... 6
Vote Required....................................................................... 6
Recommendation of the Board......................................................... 6
Proposal No. 2: Ratification of Appointment of Independent Auditors................... 7
General............................................................................. 7
Audit Fees.......................................................................... 7
Financial Information Systems Design and Implementation Fees........................ 7
All Other Fees...................................................................... 7
Recommendation of the Board......................................................... 7
Proposal No. 3: Proposal to Approve the AsiaInfo Holdings, Inc. 2002 Stock Option Plan 8
Purpose............................................................................. 8
Administration...................................................................... 8
Securities Subject to the 2002 Stock Option Plan.................................... 8
Eligibility......................................................................... 8
General Option Terms................................................................ 9
Special Provisions for PRC Nationals................................................ 9
Special Limitations for Incentive Stock Options..................................... 9
Special Rules upon a Change in Control.............................................. 10
Stockholder Rights.................................................................. 10
Amendment and Termination........................................................... 10
U.S. Federal Tax Consequences....................................................... 10
Equity Compensation Plan Information................................................ 12
Recommendation of the Board......................................................... 12
Management............................................................................ 13
Executive Officers.................................................................. 13
Executive Compensation................................................................ 15
Summary Compensation Table.......................................................... 15
Option Grants in Last Fiscal Year................................................... 16
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values... 16
Employment Agreements............................................................... 17
Pension Plans....................................................................... 17
Compensation Committee Report......................................................... 18
Compensation Philosophy and Review.................................................. 18
Policy Regarding Section 162(m) of the Internal Revenue Code........................ 18
Base Salaries....................................................................... 18
Long-Term Equity Incentives......................................................... 19
Other Compensation.................................................................. 19
Chief Executive Officer Compensation................................................ 19
Compensation Committee Interlocks and Insider Participation........................... 20
Audit Committee Report................................................................ 20
Certain Relationships and Related Transactions........................................ 21
Transactions with China Netcom Group and China Netcom............................... 21
Stock Price Performance............................................................... 23
Security Ownership of Certain Beneficial Owners and Management........................ 24
Section 16(a) Beneficial Ownership Reporting Compliance............................... 26
Deadline for Receipt of Stockholder Proposals for 2004................................ 26
Other Matters......................................................................... 26
AsiaInfo Holdings, Inc. 2002 Stock Option Plan........................................ A-1
Audit Committee Charter............................................................... B-1

MATTERS TO BE CONSIDERED AT
THE ANNUAL MEETING

PROPOSAL NO. 1:
ELECTION OF DIRECTORS

General

The By-laws of AsiaInfo provide that the authorized number of directors shall
consist of no less than three nor more than nine directors. There are presently
eight directors of AsiaInfo, divided into three classes: Class I, Class II and
Class III. Each class has a three year term. Messrs. James Ding, Alan Bickell
and Steve Chang are Class I directors, whose term will expire at the Annual
Meeting; Messrs. Louis Lau and Tao Long are Class II directors, whose term will
expire at the 2004 annual meeting; and Messrs. Edward Tian, Chang Sun and
Michael Zhao are Class III directors whose term will expire at the 2005 annual
meeting. Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the nominees named below, all of whom are presently
AsiaInfo directors. If any nominee is unable or declines to serve as a director
at the time of the Annual Meeting, the proxies will be voted for any nominee
designated by the present Board to fill the vacancy. If stockholders properly
nominate persons other than AsiaInfo's nominees for election as directors, the
proxy holders will vote all proxies received by them to assure the election of
as many of AsiaInfo's nominees as possible, with the proxy holder making any
required selection of specific nominees to be voted for. The term of office of
each person elected as a director will continue until the third annual meeting
following his or her election or until his or her earlier resignation or
removal. The directors elected this year should continue in office until the
2006 annual meeting. There is no family relationship between any director and
any other director or executive officer of AsiaInfo.

Nominees for Class I Directors

Certain information regarding the nominees is set forth below:

Director
Name of Nominee Age Principal Occupation Since
--------------- --- -------------------- --------

James Ding..... 37 President and Chief Executive Officer of AsiaInfo 1993
Alan D. Bickell 66 Senior Vice President (Retired), Hewlett-Packard 1999
Company
Steve Chang.... 48 President and CEO of Trend Micro, Inc. 2001

James Ding has served as our Chief Executive Officer since May 1999 and has
served as a member of the board of directors of AsiaInfo since our inception.
He was also our Senior Vice President for Business Development and Chief
Technology Officer from 1997 to 1999. Prior to that, Mr. Ding was our Senior
Vice President and Chief Technology Officer from 1993 to 1997. Mr. Ding
received a Master of Science degree in information science from the University
of California at Los Angeles in 1990.

Mr. Ding will step down as President and Chief Executive Officer on April 1,
2003, and will become Chairman of the Board. Mr. Xingsheng Zhang, previously
Chief Marketing Officer of Ericsson (China) Co., Ltd., will succeed Mr. Ding as
the Company's President and Chief Executive Officer, effective April 1, 2003.
We are grateful to Mr. Ding for his invaluable service to the Company as our
President and Chief Executive Officer and appreciate his willingness to
continue to serve the Company as Chairman of the Board.

Alan D. Bickell has served as a member of the board of directors of AsiaInfo
since March 1999. Mr. Bickell retired in November 1996 as corporate senior vice
president of Hewlett-Packard Company and managing director

of Geographic Operations, a position he had held since 1992. Mr. Bickell
originally joined Hewlett-Packard in 1964. He is a member of the board of
directors of Power Integrations, Inc. Mr. Bickell is a member of the board of
directors of the Peking University Foundation (USA) and, in 1998, became an
advisory Professor at Beijing University. He holds a degree in marketing and
finance from Menlo College and an M.B.A. from Santa Clara University.

Steve Chang has served as a member of the board of directors of AsiaInfo since
October 2001. Mr. Chang is the President and CEO of Trend Micro, Inc., a
network antivirus and Internet content security software and services company.
He holds a B.S. in Applied Mathematics from Fu-Zen Catholic University in
Taiwan and an M.S. in Computer Science from Lehigh University.

For information on our Class II and Class III directors, please see the
Management Section beginning on page 13 of this Proxy Statement.

Board Meetings and Committees

The Board held four regular meetings and two special meetings during the fiscal
year ended December 31, 2002, and acted five times by unanimous written
consent. The Board has an audit committee, a compensation committee, a finance
committee and a nominating committee.

Audit Committee Compensation Committee Finance Committee Nominating Committee
--------------- ---------------------- ----------------- --------------------

Alan D. Bickell Alan D. Bickell Chang Sun Chang Sun
Louis Lau Chang Sun Alan D. Bickell Edward Tian
Tao Long James Ding

The Audit Committee. The audit committee of the Board (the "Audit Committee")
currently consists of Messrs. Bickell (Chair), Lau and Long, all independent
directors. Messrs. Bickell and Long are each an "audit committee financial
expert" as defined by the Securities and Exchange Commission (the "SEC"). The
Audit Committee held seven meetings during the last fiscal year. The Audit
Committee makes recommendations to the Board regarding the selection of
independent accountants, reviews the results and scope of audit and other
services provided by our independent accountants and reviews and evaluates our
audit and control functions.

The Compensation Committee. The compensation committee of the Board (the
"Compensation Committee") currently consists of Messrs. Bickell (Chair) and
Sun. The Compensation Committee held five meetings during the last fiscal year.
The Compensation Committee administers AsiaInfo's stock option plans and makes
decisions concerning salaries and incentive compensation for AsiaInfo's
employees.

The Finance Committee. The finance committee of the Board (the "Finance
Committee") consists of Messrs. Sun (Chair) and Bickell. The Finance Committee
held one meeting during the last fiscal year. The Finance Committee makes
recommendations to the Board with respect to AsiaInfo's capital position,
financing requirements and strategic acquisitions and other corporate
transactions.

The Nominating Committee. The nominating committee of the Board (the
"Nominating Committee") was established in the third quarter of 2002 and
consists of Messrs. Sun (Chair), Tian and Ding. The Nominating Committee acted
for the first time by unanimous written consent in March 2003. The Nominating
Committee makes recommendations to the Board regarding the nomination of
candidates to stand for election or re-election as members of the Board. The
Nominating Committee will consider candidates for Board membership proposed by
stockholders. Any such proposals should be made in writing to AsiaInfo
Holdings, Inc., 4/th/ Floor, Zhongdian Information Tower, 6 Zhongguancun South
Street, Haidian District, Beijing 100086, PRC, Attention: Legal Department.

During the year 2002, each director attended 75% or more of the meetings of the
Board and of the committees of the Board on which the director served during
the period for which he was a director or committee member, respectively,
except for Steve Chang who attended two of six Board meetings and Edward Tian
who attended four of six Board meetings.

Executive sessions, or meetings of outside directors without the Chief
Executive Officer or other members of management present, are generally held on
a quarterly basis in conjunction with regular meetings of the Board. Additional
executive sessions or meetings of outside directors may be held from time to
time as required.

Director Compensation

In 2002, each non-executive director was entitled to receive an annual retainer
of $10,000, a meeting fee of $1,000 for each Board meeting attended, and $1,000
as expense reimbursement for each Board meeting attended (unless such director
filed a reimbursement report for actual expenses incurred).

AsiaInfo also grants stock options to its non-executive directors, beginning
with initial grants of 20,000 options to each non-executive director, vesting
over four years on an annual schedule of 25%, 25%, 25% and 25%. During the last
two years of the vesting schedule, the options vest quarterly. Each year, we
grant new options to our non-executive directors as their options vest, so that
the unvested portion of each non-executive director's options is maintained at
20,000.

Vote Required

Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote.

Recommendation of the Board

The Board recommends that the stockholders vote "FOR" the election of each of
the nominees listed above.

PROPOSAL NO. 2:
RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS

General

The Board has selected the firm of Deloitte Touche Tohmatsu as AsiaInfo's
independent auditors to audit the financial statements of AsiaInfo for the
fiscal year ending December 31, 2003, and recommends that stockholders vote for
ratification of this appointment. Deloitte Touche Tohmatsu has audited
AsiaInfo's financial statements since the Company's inception in 1993.
Representatives of Deloitte Touche Tohmatsu are expected to be present at the
Annual Meeting and will have the opportunity to make a statement if they desire
to do so, and are expected to be available to respond to appropriate questions.

Stockholder ratification of the selection of Deloitte Touche Tohmatsu as
AsiaInfo's independent auditors is not required by AsiaInfo's By-Laws or
otherwise. However, the Board is submitting the selection of Deloitte Touche
Tohmatsu to the stockholders for ratification as a matter of good corporate
practice. If the stockholders fail to ratify the selection, the Audit Committee
and the Board will reconsider whether or not to retain that firm. Even if the
selection is ratified, the Board in its discretion may direct the appointment
of different independent auditors at any time during the year if it determines
that such change would be in the best interests of AsiaInfo and its
stockholders.

Audit Fees

The aggregate fees billed by Deloitte Touche Tohmatsu for professional services
rendered for the audit of the Company's financial statements for the fiscal
year ended December 31, 2002, and for the reviews of the financial statements
included in the Company's Quarterly Reports on Form 10-Q for that fiscal year
were approximately $373,000.

Financial Information Systems Design and Implementation Fees

Deloitte Touche Tohmatsu billed no fees for services rendered to the Company
for information technology services relating to financial information systems
design and implementation for the fiscal year ended December 31, 2002.

All Other Fees

The aggregate fees for all other services rendered by Deloitte Touche Tohmatsu
were approximately $1,143,000. This amount includes $759,000 for tax planning
and compliance services and $384,000 for merger and acquisition consultations.

Recommendation of the Board

The Board recommends that the stockholders vote "FOR" the ratification of the
appointment of Deloitte Touche Tohmatsu as AsiaInfo's independent auditors for
the fiscal year ending December 31, 2003.

PROPOSAL NO. 3:
PROPOSAL TO APPROVE THE ASIAINFO HOLDINGS, INC.
2002 STOCK OPTION PLAN

At the Annual Meeting, the stockholders will be requested to approve and ratify
the adoption of the AsiaInfo Holdings, Inc. 2002 Stock Option Plan (the "2002
Stock Option Plan" or the "Plan"). The Plan was approved by the Board on
December 20, 2002, subject to approval and ratification by AsiaInfo's
stockholders at the Annual Meeting. The terms and provisions of the Plan are
summarized below. This summary, however, does not purport to be a complete
description of the Plan and this description is qualified in its entirety by
the terms of the Plan. A copy of the Plan is included as Annex A to this Proxy
Statement.

Purpose

The purpose of the Plan is to attract and retain, and to provide appropriate
incentives to key employees, directors and consultants of AsiaInfo and its
subsidiaries by authorizing the grant of non-qualified stock options and, as
applicable, incentive stock options to such individuals.

Administration

The Plan will be administered by the Compensation Committee. The Plan requires
that the Compensation Committee consist of at least two individuals. Each
member of the Compensation Committee shall be a "nonemployee director," as such
term is defined in Rule 16b-3 promulgated by the SEC under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and an "outside
director" within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"). Under the terms of the Plan and subject to the
limitations thereunder, the Compensation Committee is authorized (i) to select
participants in the Plan, (ii) to determine whether and to what extent awards
are to be made, (iii) to determine the number of shares of Common Stock to be
covered by each award, (iv) to determine the terms and conditions of any award,
(v) to determine the time or times when and the manner and condition in which
each option shall be exercisable, and (vi) to determine the duration of the
exercise period.

The Compensation Committee also has authority to, among other things, (i) make
such rules and regulations and establish such procedures for the administration
of the Plan as it deems appropriate, (ii) interpret the terms and provisions of
the Plan and any award issued thereunder, (iii) determine the extent, if any,
to which options or shares of Common Stock issued thereunder will be forfeited
and (iv) otherwise supervise the administration of the Plan, including taking
any other actions and making any other determinations or decisions that it
deems necessary or appropriate. In the event of any dispute or disagreement as
to the interpretation of the Plan or of any rule, regulation or procedure, or
as to any question, right or obligation arising from or related to the Plan,
the decision of the Compensation Committee shall be final and binding upon all
persons.

Securities Subject to the 2002 Stock Option Plan

The shares of Common Stock issued under the Plan may consist of authorized but
unissued shares or treasury shares. Subject to adjustment authorized under the
Plan, (i) the maximum aggregate number of shares which may be made the subject
of options granted under the Plan may not exceed 4,500,000, and (ii) in no
event shall any participant receive options covering more than (a) 3,000,000
shares of Common Stock or (b) 1,000,000 shares of Common Stock in any calendar
year.

Eligibility

Any employee, director or key consultant of AsiaInfo or of a subsidiary thereof
may be eligible to receive an option grant. In determining the eligibility of
participants under the Plan to receive an option grant, as well as in

determining the number of shares of Common Stock to be optioned, the
Compensation Committee may consider his or her position and responsibilities,
the nature and value of the individual's services and accomplishments to
AsiaInfo, his or her present and potential contribution to our success, whether
directly or through our subsidiaries, and such other factors as the
Compensation Committee may deem relevant.

General Option Terms

Options granted under the Plan may be either (i) incentive stock options
("Incentive Stock Options") within the meaning of Section 422(b) of the Code or
(ii) non-qualified stock options. The Compensation Committee shall determine
what type of options may be granted to an optionee; provided that Incentive
Stock Options may only be granted to employees. Any Incentive Stock Options
granted under the Plan will have an exercise price not less than 100% of the
fair market value (as defined in the Plan) of a share of Common Stock at the
date of grant. Unless otherwise provided by the particular option grant, the
exercise price may be paid, in whole or in part, (i) by certified or cashier's
check; (ii) with the proceeds of a Company loan program or third-party sale
program or a notice given as consideration under such a program, in each case
if permitted by the Compensation Committee; (iii) with previously owned shares
of Common Stock, if approved by the Compensation Committee; or (iv) with shares
of Common Stock withheld by us which the participant would otherwise have
received, if approved by the Compensation Committee. As an alternative to
payment in full by the participant of the exercise price, the Compensation
Committee, in its discretion, may allow a participant, upon exercise of its
option, to receive from AsiaInfo shares of Common Stock and/or cash in an
amount equal to the excess of the fair market value of the Common Stock with
respect to which the option is being exercised over the aggregate option
exercise price.

The participants will be able to exercise options from time to time as
specified in the particular option award agreement. The Compensation Committee
shall determine the expiration date of the options, which date will be no later
than the tenth anniversary from the date of grant or, in the case of certain
Incentive Stock Options, as described below, no more than five years from the
date of grant. Except in certain circumstances, an option must be exercised
during the period the participant is employed by AsiaInfo. Upon and after the
death of a participant, the participant's options, to the extent otherwise
exercisable, may be exercised by the participant's legal representative.

Special Provisions for PRC Nationals

The Plan contains special provisions to facilitate the exercise of options by
employees of AsiaInfo who are nationals of the People's Republic of China (each
a "PRC Optionee"). Under those provisions, PRC Optionees who are unable to
remit currency outside of the People's Republic of China for purposes of
purchasing Common Stock may exercise their options without having to pay in
advance the purchase price for the shares. AsiaInfo will not deliver to any PRC
Optionee certificate(s) for the shares of Common Stock which would have
otherwise been issuable upon such exercise. Instead, the Company or a third
party will sell the number of shares of Common Stock subject to such exercise
and remit to the PRC Optionee the transaction proceeds, less the aggregate
exercise price, any applicable withholding taxes and other transaction costs.

Special Limitations for Incentive Stock Options

As required by law, the Plan imposes certain limitations upon the exercise of
Incentive Stock Options, including the following limitations:

(i) The aggregate fair market value (determined at the time the Incentive Stock
Options are granted) of the shares of Common Stock with respect to which
Incentive Stock Options under the Plan or any other plan are exercisable for
the first time by any participant during any calendar year shall not exceed
$100,000.

(ii) If an Incentive Stock Option is to be granted to an employee who
immediately before such grant owned 10% or more of the total combined voting
power of all classes of AsiaInfo's stock, the exercise price per share of

Common Stock shall be not less than 110% of the fair market value of a share of
Common Stock at the time of the grant, and the Incentive Stock Option shall
expire not more than five years from the date of grant.

Special Rules upon a Change in Control

The Compensation Committee as constituted immediately before a Change in
Control (as defined in the Plan) may make such adjustments to any or all
outstanding options under the Plan as it, in its discretion, determines are
necessary or appropriate in light of a Change in Control (including, without
limitation, the substitution of stock other than Common Stock as the stock
optioned under the Plan, the assumption of options by a third party, the
acceleration of the exercisability and subsequent termination of the options
and the extension of the exercise period of the options).

Stockholder Rights

No participant (individually or as a member of a group), and no beneficiary or
other person claiming under or through him, shall have any right, title, or
interest in or to any shares of Common Stock allocated or reserved for the Plan
or subject to any option except as to such shares of Common Stock, if any, as
shall have been previously sold, issued or transferred to him.

No option shall be transferable other than (i) by will or the laws of descent
and distribution of the state wherein the participant is domiciled at the time
of his or her death or (ii) pursuant to the special provisions applicable to
PRC Optionees; provided, however, that the Compensation Committee may permit
other transfers if it concludes that such transferability (a) does not result
in accelerated income taxation, (b) does not cause an option intended to be an
Incentive Stock Option to fail to be described in Section 422(b) of the Code,
and (c) is otherwise appropriate and desirable.

Amendment and Termination

The Plan will terminate on the 10-year anniversary of the approval of the Plan
by the Board. Under the Plan, options to purchase Common Stock granted and
outstanding as of the date the Plan terminates are not affected or impaired by
such termination.

The Board may amend, alter, or discontinue the Plan in such respects as the
Board may deem advisable, but no such amendment, alteration, or discontinuation
may be made without stockholder approval to the extent such approval is
required by law. No such amendment, alteration, or discontinuation may impair
the rights of participants under outstanding awards without the consent of the
participant affected thereby or make any change that would disqualify the Plan
from the exemption provided by Rule 16b-3 under the Exchange Act.

U.S. Federal Tax Consequences

Incentive Stock Options

In general, neither the grant nor the exercise of an Incentive Stock Option
will result in taxable income to a participant or a deduction for us. To
receive special tax treatment as an Incentive Stock Option as to shares
acquired upon exercise of an Incentive Stock Option, a participant must neither
dispose of such shares within two years after the Incentive Stock Option is
granted nor within one year after the transfer of the shares to the participant
pursuant to exercise of such option. In addition, the participant must be an
employee of AsiaInfo or a qualified AsiaInfo subsidiary at all times between
the date of grant and the date three months (one year in the case of
disability) before exercise of the option. (Special rules apply in the case of
the death of the participant.) Special tax treatment as an Incentive Stock
Option under the Code generally allows the sale of Common Stock received upon
the exercise of an Incentive Stock Option to result in any gain being treated
as a capital gain to the participant, but we will not be entitled to a tax
deduction. However, the exercise of an Incentive Stock Option (if

the holding period rules described in this paragraph are satisfied) will give
rise to income includable by the participant in his or her alternative minimum
taxable income for purposes of the alternative minimum tax in an amount equal
to the excess of the fair market value of the Common Stock acquired on the date
of the exercise of the Option over the exercise price.

If the holding period rules noted above are not satisfied (i.e., if there is a
"disqualifying disposition"), gain recognized on the disposition of the shares
acquired upon the exercise of an Incentive Stock Option will be characterized
as ordinary income. Such gain will be equal to the difference between the
exercise price and the fair market value of the Common Stock at the time of
exercise. (Special rules may apply to disqualifying dispositions where the
amount realized is less than the value at exercise.) AsiaInfo will generally be
entitled to a deduction equal to the amount of such gain included by a
participant as ordinary income. Any excess of the amount realized upon such
disposition over the fair market value at exercise will generally be long-term
or short-term capital gain depending on the holding period involved.
Notwithstanding the foregoing, in the event that exercise of an Incentive Stock
Option is permitted other than by cash payment of the exercise price, various
special tax rules may apply.

Non-qualified Stock Options

In general, no income will be recognized by a participant at the time a
non-qualified stock option is granted. Generally, ordinary income will,
however, be recognized by a participant at the time a non-qualified stock
option is exercised in an amount equal to the excess of the fair market value
of the underlying Common Stock on the exercise date over the exercise price.
AsiaInfo will generally be entitled to a deduction for Federal income tax
purposes in the same amount as the amount included in ordinary income by the
participant with respect to his or her non-qualified stock option.

Gain or loss on a subsequent sale or other disposition of the shares acquired
upon the exercise of a non-qualified stock option will be measured by the
difference between the amount realized on the disposition and the tax basis of
such shares, and will generally be long-term or short-term capital gain
depending on the holding period involved. The tax basis of the shares acquired
upon the exercise of any non-qualified stock option will be equal to the sum of
the exercise price of such non-qualified stock option and the amount included
in income with respect to such option. Notwithstanding the foregoing, in the
event that exercise of the option is permitted other than by cash payment of
the exercise price, various special tax rules may apply.

Equity Compensation Plan Information

The following table provides information as of December 31, 2002 with respect
to the Common Stock that may be issued under our existing equity compensation
plans.

Number of securities
remaining available
Number of securities for future issuance
to be issued upon Weighted average under equity
exercise of exercise price of compensation plans
outstanding options, outstanding, options, (excluding securities
warrants and rights warrants and rights reflected in column
Plan category (a) (b) (a)) (c)
------------- -------------------- --------------------- ---------------------

Equity compensation plans approved
by security holders/(1)/......... 9,885,565 $8.14 65,988
Equity compensation plans not
approved by security holders/(2)/ -- -- 4,500,000
Total.............................. 9,885,565 $8.14 4,565,988

--------
(1) The following equity compensation plans approved by security holders were
in effect as of December 31, 2002: the AsiaInfo Holdings, Inc. 1995
Incentive Stock Option Plan; the AsiaInfo Holdings, Inc. 1996 Incentive
Stock Option Plan; the AsiaInfo Holdings, Inc. 1997 Incentive Stock Option
Plan; the AsiaInfo Holdings, Inc. 1998 Incentive Stock Option Plan; the
AsiaInfo Holdings, Inc. 1999 Incentive Stock Option Plan; and the AsiaInfo
Holdings, Inc. 2000 Stock Option Plan.
(2) The 2002 Stock Option Plan is AsiaInfo's only equity compensation plan that
has not been approved by security holders. The 2002 Stock Option Plan is
being submitted for stockholder approval and ratification at the Annual
Meeting. As of December 31, 2002, no options had been granted under the
2002 Stock Option Plan.

Recommendation of the Board

The Board recommends that the stockholders vote "FOR" the approval of the 2002
Stock Option Plan.

MANAGEMENT

Executive Officers

The following table sets forth certain information with respect to our current
directors and executive officers:

Board of Directors Age Position
------------------ --- --------

Louis Lau........ 67 Chairman of the Board and Board Member
James Ding....... 37 President, Chief Executive Officer and Board Member
Michael Zhao..... 37 Senior Vice President, General Manager for
Communications Solutions and Board Member
Alan D. Bickell.. 66 Board Member
Steve Chang...... 48 Board Member
Tao Long......... 50 Board Member
Chang Sun........ 46 Board Member
Edward S. Tian... 39 Board Member

Executive Officers Age Position
------------------ --- --------
James Ding....... 37 President and Chief Executive Officer/1/
Ying Han......... 48 Executive Vice President and Chief Financial Officer
Michael Zhao..... 37 Senior Vice President and General Manager for
Communications Solutions
Steve Zhang...... 39 Senior Vice President and General Manager for
Operation Support System Solutions
Fan Bao.......... 32 Chief Strategy Officer and Senior Vice President for
Business Development

--------
1 Mr. Ding will step down as President and Chief Executive Officer on April 1,
2003. Mr. Xingsheng Zhang, previously Chief Marketing Officer of Ericsson
(China) Co., Ltd., will succeed Mr. Ding as the Company's President and
Chief Executive Officer, effective April 1, 2003.

For a biographical summary of James Ding, Alan D. Bickell and Steve Chang,
please see the section headed "Election of Directors" beginning on page 4 of
this Proxy Statement.

Louis Lau has served as our Chairman of the Board since our inception. Mr. Lau
has been President of Louis Lau Investments, a commercial real estate firm,
since 1987. He has held a variety of positions in the commercial real estate
and management business in Texas since 1973. Mr. Lau served as a special U.S.
Department of Commerce invitee and advisor to the 1998 U.S. Computer Industry
Trade Mission to China and as a special U.S. Department of Commerce advisor at
China Computerworld Expo 1998 in Beijing. He is presently a member of the Trade
Services Committee of the Greater Dallas Chamber of Commerce. Mr. Lau received
a Master of Science degree in biology from Texas Southern University in 1968
and a Bachelor of Science degree in chemistry from Mississippi College in 1965.

Mr. Lau will step down as Chairman of the Board on April 1, 2003. We are
grateful to Mr. Lau for his invaluable service to the Company as our Chairman
of the Board and appreciate his willingness to continue to serve as a director.

Michael Zhao has served as a member of the board of directors of AsiaInfo since
1999 and has been our Senior Vice President and General Manager for
Communications Solutions (previously, Network Infrastructure Solutions) since
January 2001. He served as Senior Vice President and Chief Strategy Officer
between January 1997 and January 2001. He was our General Manager from October
1996 to December 1997 and our Deputy

Chief Engineer from February 1996 to January 1997. Mr. Zhao holds a Ph.D. in
engineering from the State University of New York at Buffalo, which he received
in 1994 and an M.B.A. from Rutgers, the State University of New Jersey, which
he received in 2000.

Tao Long has served as a member of the board of directors of AsiaInfo since
January 2003. He founded and has served as Chairman of Beijing Investment
Consultants, Inc. since 1991. Mr. Long worked for KPMG LLP as an auditor in the
field of auditing and financial analysis from 1987 to 1989. Mr. Long has been
an Associate Professor and Director of the Western Accounting Division of
Central University of Finance & Economics since 1992. Mr. Long received a
Master of Science degree in accounting from the Institute of Public Finance
Science Research of the Ministry of Finance in 1985 and a Bachelor of Science
degree in planning and statistics from Inner Mongolia University in 1982.

Chang Sun has served as a member of the board of directors of AsiaInfo since
December 1997. Mr. Sun has been a Managing Director of Warburg Pincus, a major
shareholder and affiliate of AsiaInfo, since 1995. Warburg Pincus is in the
business of managing private equity and venture capital funds. Prior to that
position, he was an Executive Director of Goldman Sachs (Asia) LLC. Mr. Sun
holds a B.A. from the Beijing Foreign Language University, a Master of Arts
degree from the Joseph Lauder Institute of International Management at the
University of Pennsylvania and an M.B.A. from the Wharton School of the
University of Pennsylvania.

Edward S. Tian has served as a member of the board of directors of AsiaInfo
since our inception. Dr. Tian is the President and CEO of China Netcom
Corporation ("China Netcom"), a position he has held since June 1999. Since
April 2002, Dr. Tian has also served as a Vice President of China Netcom's
parent company, China Netcom Communication Group Corporation ("China Netcom
Group"). China Netcom is a facilities-based broadband telecommunications
operator in China, providing Internet broadband access and integrated telecom
services to residential and corporate customers. Prior to joining China Netcom,
he and James Ding co-founded AsiaInfo in Dallas, Texas in 1993 and Dr. Tian
served as AsiaInfo's President through May 1999. Dr. Tian has a Master of
Science degree from the Graduate School of the Chinese Academy of Science in
Beijing and a Ph.D. in Environmental Management from Texas Tech University.

Ying Han has been our Executive Vice President and Chief Financial Officer
since June 1998. Ms. Han was Chief Controller and Business Development Director
from 1996 to June 1998 of Hewlett-Packard (China), their Finance Manager from
1993 to 1996 and their Service Business Administration Manager from 1990 to
1993. Ms. Han received a college degree in Western Accounting from Xiamen
University in 1985.

Steve Zhang is our Senior Vice President and General Manager for Operation
Support System Solutions. He served as our Vice President for Software from
December 1999 to January 2001, responsible for overseeing AsiaInfo's software
development efforts and management of AsiaInfo's software division. From 1989
to 1999, Mr. Zhang has held senior project management and technical positions
in several successful Silicon Valley companies including Blue Martini Software,
Inc., Hyperion Solutions, Inc., Arbor Software, Versant Object Technology,
Inc., and Sun Microsystems. From September 1997 to June 1999, he was a
development manager and senior development manager at Hyperion Solutions, Inc.
and from March 1994 to October 1995, he served as Development Manager at
Versant Object Technology, Inc. Mr. Zhang earned his Master of Science degree
in computer science from Rice University and a doctorate in information science
from the University of Pisa, Italy.

Fan Bao is our Chief Strategy Officer and Senior Vice President for Business
Development, responsible for origination, structuring and execution of
acquisitions, joint ventures, strategic alliances and partnerships. Mr. Bao has
been with AsiaInfo since April 2000. Prior to that time, Mr. Bao was an
investment banker for seven years with Morgan Stanley and Credit Suisse First
Boston focusing on mergers and acquisitions and corporate finance transactions
in the technology and telecom sectors. Mr. Bao studied at Fudan University and
holds a Master of Science degree from the Norwegian School of Management.

EXECUTIVE COMPENSATION

The following table sets forth the compensation earned for services rendered to
AsiaInfo in all capacities for the three fiscal years ended December 31, 2002,
by AsiaInfo's Chief Executive Officer and its four next most highly compensated
executive officers for the fiscal year ended December 31, 2002 (collectively,
the "Named Executive Officers"):

Summary Compensation Table

Long-Term
Compensation
Annual Compensation Awards
------------------------------------------ ------------
Securities
Other Annual Underlying All Other
Name and Principal Position Year Salary ($) Bonus ($) Compensation ($) Options (#) Compensation ($)/(1)/
--------------------------- ---- ---------- --------- ---------------- ------------ --------------------

James Ding, President 2002 128,269 -- 28,500 200,000 8,244
and Chief Executive 2001 145,000 40,185 24,399 -- 13,473
Officer................. 2000 145,000 31,598 24,000 -- 14,412

Ying Han, Executive
Vice President and 2002 131,944 -- 20,492 150,000 11,735
Chief Financial 2001 148,795 40,769 20,129 100,000 7,857
Officer................. 2000 148,795 40,531 12,853 55,000 4,525

Michael Zhao, Senior
Vice President and
General Manager, 2002 128,269 -- 27,750 120,000 16,771
Communications 2001 145,000 49,661 31,304 230,000 14,702
Solutions............... 2000 145,000 31,598 24,000 -- 14,352

Steve Zhang, Senior Vice
President and General
Manager, Operation 2002 128,269 -- 27,750 150,000 14,245
Support System 2001 141,250 23,175 31,105 80,000 13,027
Solutions............... 2000 130,000 36,000 24,000 180,000 11,232

Fan Bao, Chief Strategy
Officer and Senior
Vice President for 2002 132,692 -- 42,000 120,000 6,745
Business 2001 150,000 27,399 44,047 80,000 6,429
Development............. 2000 150,000 30,000 35,000 250,000 1,470

--------
/(1)/ This compensation consists of contributions by the Company for pension,
life insurance and health insurance benefits.

Option Grants in Last Fiscal Year

The following table sets forth certain information with respect to stock
options granted to each of the Named Executive Officers during the fiscal year
ended December 31, 2002. In accordance with the rules of the SEC, also shown
below is the potential realizable value over the term of the option (the period
from the grant date to the expiration date) based on assumed rates of stock
appreciation of 5% and 10%, compounded annually. These amounts are based on
certain assumed rates of appreciation and do not represent AsiaInfo's estimate
of its future stock price. Actual gains, if any, on stock option exercises will
be dependent on the future performance of our Common Stock.

Individual Grants Potential Realizable
--------------------------------------- Value at Assumed
Number of Annual Rates of Stock
Securities Percent of Total Price Appreciation for
Underlying Options Granted Exercise Option Terms
- Options to Employees in Price Expiration ----------------------
Name Granted (#) Fiscal Year (%) ($/share) Date 5% ($) 10% ($)
---- ------------ ---------------- --------- ---------- ------- ---------

James Ding.. 200,000/(1)/ 6.0 4.03 8/15/02 506,889 1,284,556
Ying Han.... 150,000/(2)/ 4.5 4.03 8/15/02 380,167 963,417
Michael Zhao 120,000/(3)/ 3.6 4.03 8/15/02 304,133 770,734
Steve Zhang. 150,000/(2)/ 4.5 4.03 8/15/02 380,167 963,417
Fan Bao..... 120,000/(3)/ 3.6 4.03 8/15/02 304,133 770,734

--------
(1) 25% of the stock options vest on each of the first and second anniversaries
of the grant date, August 15, 2002. Beginning on November 15, 2004, the
remaining 100,000 stock options vest on a schedule of 12,500 stock options
per quarter. The potential realizable value of the stock options is
calculated using the closing market price of AsiaInfo's Common Stock on the
grant date, $4.03 per share.
(2) 25% of the stock options vest on each of the first and second anniversaries
of the grant date, August 15, 2002. Beginning on November 15, 2004, the
remaining 75,000 stock options vest on a schedule of 9,375 stock options
per quarter. The potential realizable value of the stock options is
calculated using the closing market price of AsiaInfo's Common Stock on the
grant date, $4.03 per share.
(3) 25% of the stock options vest on each of the first and second anniversaries
of the grant date, August 15, 2002. Beginning on November 15, 2004, the
remaining 60,000 stock options vest on a schedule of 7,500 stock options
per quarter. The potential realizable value of the stock options is
calculated using the closing market price of AsiaInfo's Common Stock on the
grant date, $4.03 per share.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

The following table sets forth information concerning option exercises and
option holdings for each of the Named Executive Officers during the fiscal year
ended December 31, 2002. The numbers in the columns titled "Value Realized" and
"Value of Unexercised In-the-Money Options at December 31, 2002" are based on
the fair market value of our Common Stock on December 31, 2002, $6.34, less the
option exercise price payable for such shares.

Fiscal Year End Option Values
---------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at In-the-Money Options at
Acquired December 31, 2002 (#) December 31, 2002 ($)/(2)/
on Value ------------------------- -------------------------
Name Exercise (#) Realized ($)/(1)/ Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ---------------- ----------- ------------- ----------- -------------

James Ding.. 300,000 2,887,000 795,000 200,000 2,026,500 462,000
Ying Han.... 6,000 62,400 184,500 325,500 181,575 427,875
Michael Zhao -- -- 387,500 292,500 883,200 277,200
Steve Zhang. 24,000 116,880 140,000 342,000 -- 346,500
Fan Bao..... -- -- 157,500 292,500 -- 277,200

--------
(1) This value is based on the closing market price of AsiaInfo's Common Stock
on the date of exercise of shares covered by the options exercised, less
the option exercise price.
(2) Options are in-the-money if the market value of the shares covered thereby
is greater than the option exercise price.

Employment Agreements

We have entered into two-year employment agreements with James Ding, our
President and Chief Executive Officer, Ying Han, our Executive Vice President
and Chief Financial Officer, Michael Zhao, our Senior Vice President and
General Manager for Communications Solutions, Steve Zhang, our Senior Vice
President and General Manager for Operation Support System Solutions, and Fan
Bao, our Chief Strategy Officer and Senior Vice President for Business
Development, which provide for annual base salaries of $145,000, $148,795,
$145,000, $145,000 and $150,000, respectively. The agreements terminate on
January 1, 2004, January 1, 2004, January 1, 2004, October 18, 2003 and March
9, 2004, respectively.

On October 17, 2000, the Compensation Committee of the Board adopted a
resolution on severance policy for departing members of AsiaInfo's senior
management. In the event that AsiaInfo terminates an employee at the level of
62 grade (vice president) or above without cause, the employee will receive
severance pay equal to one month's base salary for each year he or she has been
employed by AsiaInfo, or six month's base salary, whichever is greater.
Notwithstanding the foregoing, pursuant to a resolution of the Board in 1998,
in the event that the employment of James Ding or Michael Zhao is terminated,
they will be entitled to severance pay equal to at least 12 month's base salary
and immediate vesting of all options granted prior to the date of the
resolution.

Each of James Ding, Michael Zhao, Ying Han and Steve Zhang have entered into a
non-compete agreement with AsiaInfo, pursuant to which he or she is prevented
from engaging in any commercial activity in competition with AsiaInfo for
either six months (in the case of James Ding and Michael Zhao) or two years (in
the case of Ying Han and Steve Zhang) after termination of his or her
employment. In addition, each of them is required to disclose all of his or her
patent and copyright applications to AsiaInfo during and for a period of one
year after his or her employment.

Pension Plans

For the benefit of employees who are citizens or lawful permanent residents of
the United States, AsiaInfo has adopted a Simplified Employee Pension Plan (the
"Pension Plan"). The Pension Plan covers employees who have worked at AsiaInfo
for at least six months. The Company makes monthly contributions under the
Pension Plan in amounts equal to 5% of each covered employee's monthly salary.
The contributions are deductible by the Company and are not taxable to the
employees. Withdrawals are taxable as ordinary income, and withdrawals before
age 59-l/2 may be subject to tax penalties.

In 2002, the Company contributed approximately $24,309 to all the employees
covered by the Pension Plan. With respect to the Named Executive Officers,
AsiaInfo contributed approximately $7,250 and $6,021 on behalf of each of
Michael Zhao and Steve Zhang, respectively.

COMPENSATION COMMITTEE REPORT

The Compensation Committee currently consists of Messrs. Bickell (Chair) and
Sun, all of whom are independent directors of AsiaInfo. The Compensation
Committee reviews and recommends to the Board the compensation and benefits of
all officers of AsiaInfo and establishes and reviews general policies relating
to compensation and benefits of employees of AsiaInfo. The following is the
report of the Compensation Committee describing compensation policies and
rationale applicable to AsiaInfo's executive officers with respect to the
compensation paid to such executive officers for the fiscal year ended December
31, 2002. The information contained in this report, shall not be deemed to be
"soliciting material" or to be "filed" with the SEC, nor shall such information
be incorporated by reference into any future filing under the Securities Act of
1933, as amended, (the "Securities Act") or the Exchange Act, except to the
extent that AsiaInfo specifically incorporates such information by reference in
such filing.

Compensation Philosophy and Review

Our executive compensation program is generally designed to align the interests
of our executives with the interests of our stockholders and to reward our
executives for achieving corporate and individual objectives. The executive
compensation program is also designed to attract and retain the services of
qualified executives in the highly competitive telecommunications software and
services marketplaces. Executive compensation currently consists of a base
salary, long-term equity incentives, and other compensation and benefit
programs generally available to other employees.

Policy Regarding Section 162(m) of the Internal Revenue Code

Section 162(m) of the Code generally disallows a tax deduction to public
companies for compensation in excess of $1 million paid to the company's Chief
Executive Officer or any of the four most highly compensated executive
officers. Certain performance-based compensation, however, is exempt from the
deduction limit.

It is the Compensation Committee's intention that, so long as it is consistent
with its overall compensation objectives and philosophy, executive compensation
will be deductible for federal income tax purposes. AsiaInfo's stock option
plans have been structured so that any taxable compensation derived pursuant to
the exercise of options granted under such plans should not be subject to these
deductibility limitations.

The Compensation Committee has considered the potential impact of Section
162(m) of the Code on the compensation paid to AsiaInfo's executive officers.

Base Salaries

Base salary levels for the President and Chief Executive Officer and other
executive officers are intended to compensate executives competitively within
the high-technology marketplace. Base salaries are determined on an individual
basis by evaluating each executive's scope of responsibility, past performance,
prior experience and data on prevailing compensation levels in relevant markets
for executive talent. The Compensation Committee also takes into account
AsiaInfo's financial performance during the previous fiscal year, including
revenue growth, net income growth, operational cash flow and Common Stock
performance. Base salaries for executives are reviewed annually by the
Compensation Committee.

Long-Term Equity Incentives

AsiaInfo provides long-term equity incentives to its executive officers and to
all other employees through the grant of stock options under its stock option
plans. The purpose of granting stock options is to create a direct link between
compensation and the long-term performance of AsiaInfo. Stock options are
generally granted at an exercise price equal to 100% of the fair market of
AsiaInfo's Common Stock on the date of grant, have a ten year term and
generally vest over a four year period. The primary stock options granted to
executive officers are generally in conjunction with the executive officer's
acceptance of employment with AsiaInfo. When determining the number of stock
options to be awarded to an executive officer, the Compensation Committee
considers the executive's current contribution to AsiaInfo's performance, the
executive officer's anticipated contribution in meeting AsiaInfo's long-term
strategic performance goals, and comparisons to formal and informal surveys of
executive stock option grants made by other information technology companies.
The Compensation Committee also reviews stock option levels for executive
officers at the beginning of each fiscal year in light of long term strategic
and performance objectives and each executive's current and anticipated
contributions to AsiaInfo's future performance. In 2002, the Compensation
Committee recommended (and the full Board granted) stock option grants for the
Named Executive Officers representing the right to acquire an aggregate of
740,000 shares of Common Stock. These options vest according to the schedules
described in the table detailing the stock options granted to the Named
Executive Officers on page 16 of this proxy statement.

Other Compensation

AsiaInfo's executive officers are also eligible to participate in benefit
programs generally available to other employees. In addition, from time to
time, executive officers have received sign-on bonuses or other bonuses based
on extraordinary effort.

Chief Executive Officer Compensation

James Ding is AsiaInfo's President and Chief Executive Officer. The
Compensation Committee reviews Mr. Ding's compensation annually using the same
criteria and policies as are employed for other executive officers.

Submitted by the Compensation Committee of the Board of Directors

Alan D. Bickell
Chang Sun

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Sun and Bickell, and Mr. Patrick Keen, a former director of AsiaInfo
who resigned on December 31, 2002, served as members of the Compensation
Committee during 2002. None of these individuals was an officer or employee of
AsiaInfo during 2002. No member of the Compensation Committee serves as a
member of a board of directors or compensation committee of any entity that has
one or more executive officers serving as a member of our Board or Compensation
Committee.

Mr. Ding participates in the discussions and decisions regarding salaries and
incentive compensation for all of our executive officers, except that Mr. Ding
is excluded from discussions regarding his own salary and incentive
compensation.

AUDIT COMMITTEE REPORT

The Audit Committee reviews the Company's financial reporting process on behalf
of the Board. Management has the primary responsibility for the financial
statements and the reporting process. The Company's independent auditors are
responsible for expressing an opinion on the conformity of our audited
financial statements to generally accepted accounting principles. The Audit
Committee currently consists of Messrs. Bickell (Chair), Lau and Long, all
independent directors.

The Audit Committee has reviewed and discussed the audited financial statements
for the fiscal year ended December 31, 2002 with our management, has discussed
with our independent auditors the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards), has received the written
disclosures required by Independent Standards Board No. 1 (Independence
Discussions with Audit Committees), and has discussed with our independent
auditors their independence. The Audit Committee has also considered whether
the provision of non-audit services by our auditors is compatible with
maintaining our auditors' independence. The Board adopted a written charter of
the Audit Committee in November 1999. The Board adopted amendments to the
charter in March, 2003. The Audit Committee Charter is included in Annex B to
this proxy statement.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board that the audited financial statements for
the fiscal year ended December 31, 2002 be included in the Company's Annual
Report on Form 10-K.

Submitted by the Audit Committee of the Board of Directors

Alan D. Bickell
Louis Lau
Tao Long

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with China Netcom Group and China Netcom

Edward Tian has served as a member of the Board of AsiaInfo since our inception
and is the beneficial owner of approximately 14.0% of our outstanding shares of
Common Stock. In June 1999, Dr. Tian became President and Chief Executive
Officer of China Netcom ("China Netcom") and in April 2002, he became a Vice
President of China Netcom's parent company, China Netcom Communication Group
Corporation ("China Netcom Group"). Prior to joining China Netcom, Dr. Tian and
James Ding co-founded AsiaInfo in Dallas, Texas in 1993, and Dr. Tian served as
AsiaInfo's President until May of 1999. Along with China Telecom, China United
Telecommunications Corporation and China Mobile Communications Corporation,
China Netcom Group is one of the largest providers of telecommunications and
Internet services in China. Like most of the other major participants in that
industry, China Netcom Group and China Netcom have entered into contracts with
AsiaInfo for systems integration services and software products from time to
time. In 2002, those agreements included the following:

.. In January 2002, we entered into a contract to provide China Netcom with our
billing software products, AsiaInfo Online Billing System, in connection
with its broadband network in the province of Hunan. Our expected revenues
from this contract, net of hardware costs, are approximately $118,000.

.. In January 2002, we entered into an agreement to provide China Netcom with
our convergent billing software, AICBS, for its IP800 project. Our expected
revenues from this contract are approximately $94,000.

.. In February 2002, we entered into a contract to provide China Netcom with
our billing software products, AsiaInfo Online Billing System, in connection
with its broadband network in the province of Hubei. Our expected revenues
from this contract, net of hardware costs, are approximately $121,000.

.. In March 2002, we entered into a contract to provide China Netcom with
hardware products and related services in connection with its C-NET project.
Our expected revenues from this contract, net of hardware costs, are
approximately $126,000.

.. In May 2002, we entered into a contract to provide China Netcom with a full
suite of security services for its central billing system. Our expected
revenues from this contract, net of hardware costs, are approximately
$195,000.

.. In June 2002, we entered into a contract to provide China Netcom with
hardware products and related services in connection with its 171 project.
Our expected revenues from this contract, net of hardware costs, are
approximately $62,000.

.. In June and July 2002, we entered into two software development agreements
with China Netcom to update its billing and accounting systems. Our expected
revenues from these contracts are approximately $593,000 in aggregate.

.. In August 2002, we entered into an agreement to provide China Netcom with
our AsiaInfo Application Management System, AIAMS, for its Chongqing
broadband network. Our expected revenues from this contract are
approximately $103,000.

.. In September 2002, we entered into a software license agreement to provide
China Netcom Group with our billing software products, AsiaInfo Online
Billing System, in connection with its broadband network in the province of
Shandong. Our expected revenues from this contract, net of hardware costs,
are approximately $623,000.

.. In November 2002, we entered into a contract to provide China Netcom with
hardware products and related services in connection with its Beijing
Yizhuang IP network. Our expected revenues from this contract are
approximately $157,000.

.. In December 2002, we entered into a contract to provide China Netcom Group
with hardware products and related services in connection with its network
in the province of Hebei. Our expected revenues from this contract, net of
hardware costs, are approximately $494,000.

.. In December 2002, we entered into a contract to provide China Netcom Group
with a fixed line Operation Support System (OSS Solution) in the province of
Zhejiang. The OSS Solution will integrate data collection, billing,
accounting, settlement, comprehensive reporting, customer services and
decision support systems into one software platform. Our expected revenues
from this contract, net of hardware costs, are approximately $901,000.

.. In December 2002, we entered into a contract to provide China Netcom Group
with hardware products and related services in connection with its Tianjin
network support system. Our expected revenues from this contract, net of
hardware costs, are approximately $288,000.

.. In December 2002, we entered into a contract to provide China Netcom Group
with hardware products and related services in connection with its
enterprise information project in Tianjin. Our expected revenues from this
contract, net of hardware costs, are approximately $621,000.

In addition to the foregoing, in May 2002, China Merchants Bank, Beijing Branch
("Merchants Bank") entered into an agreement to provide a revolving credit
facility to China Netcom of up to approximately $9,061,000 in connection with
China Netcom's past and future purchases of communications solution and
operation support system solutions from AsiaInfo. China Netcom may draw on the
facility to fund amounts that will become payable to AsiaInfo under bankers'
acceptances and the amount drawn down by China Netcom was approximately
$2,055,000 as of December 31, 2002. We have guaranteed China Netcom's
obligations to Merchants Bank under the facility and will pay the Merchants
Bank principle plus interest of the drawn loan if China Netcom defaults on the
loan and interest. The facility will expire on May 16, 2003.

Each of the foregoing transactions was an arm's-length, negotiated transaction
on terms that we believe are no less favorable than terms we would have
received from an unrelated party. We will continue to recognize revenues from
the foregoing contracts in the current fiscal year, and anticipate that we will
enter into additional contracts with China Netcom Group and China Netcom in the
current fiscal year and future fiscal years.

STOCK PRICE PERFORMANCE

The following graph shows a comparison of cumulative total stockholder returns
for AsiaInfo's Common Stock, the S&P Information Technology Sector and the
Nasdaq Stock Market Index for U.S. and foreign companies. In previous years the
Company has used the JP Morgan H&Q Technology Index as a benchmark, but that
index is no longer compiled or made available. The graph assumes the investment
of $100 on March 2, 2000, the date of AsiaInfo's initial public offering./1/
The data regarding AsiaInfo assumes an investment at the initial public
offering price of $24.00 per share of AsiaInfo's Common Stock. The performance
shown is not necessarily indicative of future performance.

[CHART]

AsiaInfo S&P 500 Information The NASDAQ Stock Market
Holdings, Inc. Technology Index (U.S. and Foreign Companies)

-----------------------------------------------------------------

02/3/2000 100.00 100.00 100.00
31/3/2000 252.08 106.73 95.85
30/6/2000 186.20 96.88 83.08
30/9/2000 78.91 83.38 76.73
31/12/2000 39.06 55.54 51.39
31/3/2001 50.52 41.16 38.21
30/6/2001 82.29 46.27 44.91
30/9/2001 49.54 30.56 31.09
31/12/2001 72.58 41.17 40.51
31/3/2002 54.83 38.12 38.35
30/6/2002 55.21 28.21 30.47
30/9/2002 13.90 21.07 24.45
31/12/2002 26.42 25.77 27.90

1 The graph is based on an initial stock price of $24 per share, the price at
which the Common Stock was offered in our initial public offering; the last
sale price on the Nasdaq National Market on the first day of trading, March
3, 2000, was $99.5625

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of February 28, 2003 of (i) each person
(including any "group" as that term is used in section 13(d)(3) of the Exchange
Act) known to AsiaInfo to beneficially own more than 5% of our Common Stock,
(ii) each director or director nominee of AsiaInfo, (iii) each executive
officer of AsiaInfo, and (iv) all directors and executive officers of AsiaInfo
as a group.

Common Stock
-----------------------------
Number of Shares Percent
Name of Beneficial Owner/(1)/ Beneficially Held/(2)/ of Class
---------------------------- --------------------- --------

Warburg Pincus Ventures, L.P./(3)/.......................... 4,025,105
Warburg Pincus Ventures International, L.P./(3)/............ 4,025,105
12/F St. George's Building, 2 Ice House
Street, Central, Hong Kong
Subtotal.................................................... 8,050,210 18.2%

ChinaVest Partners IV/(4)/.................................. 4,300
ChinaVest IV, L.P./(4)/..................................... 3,697,516
ChinaVest IV-A, L.P./(4)/................................... 425,647
ChinaVest IV-B, L.P./(4)/................................... 180,379
c/o ChinaVest Ltd.
Dina House, 19/F, 11 Duddell Street, Central,
Hong Kong
Subtotal.................................................... 4,307,842 9.7%

Capital Group International, Inc./(5)./..................... 4,315,700 9.8%
11100 Santa Monica Boulevard
Los Angeles, California 90025
USA

Emerging Markets Growth Fund, Inc./(5)/..................... 3,133,450 7.1%
11100 Santa Monica Boulevard
Los Angeles, California 90025
USA

James Ding/(6)/............................................. 5,751,800 12.8%
Fan Bao/(7)/................................................ 260,000 *
Alan D. Bickell/(8)/........................................ 138,400 *
Chang Sun/(9)/.............................................. 11,250 *
Steve Zhang/(10)/........................................... 188,000 *
Ying Han/(11)/.............................................. 228,500 *
Michael Zhao/(12)/.......................................... 712,755 1.6%
Louis Lau/(13)/............................................. 1,930,529 4.3%
Tao Long.................................................... -- --
Steve Chang/(14)/........................................... 5,000 *
Edward S. Tian/(15)/........................................ 6,359,450 14.0%
All directors and executive officers as a group (11 persons) 15,585,684 32.8%

--------
* Less than 1% of the outstanding Common Stock.
(1) Unless otherwise noted above, the address for each of the beneficial owners
is c/o AsiaInfo Holdings, Inc., 4/F Zhongdian Information Tower, 6
Zhongguancun South Street, Haidian District, Beijing 100086, PRC.
(2) This table is based on information supplied by executive officers,
directors and stockholders of AsiaInfo and on Schedules 13D or 13G filed
with the SEC. Beneficial ownership is determined in accordance with the
rules of the SEC. In computing the number of shares beneficially owned by a
person and the percentage ownership of that person, shares of our Common
Stock subject to options or warrants

held by that person that are currently exercisable or will become
exercisable within 60 days after February 28, 2003 are deemed beneficially
owned and outstanding, but such shares are not deemed outstanding for
purposes of computing percentage ownership of any other person. Unless
otherwise indicated in the footnotes below, the persons and entities named
in the table have sole voting and investment power with respect to all
shares beneficially owned, subject to community property laws where
applicable.
(3) Voting and investment control over the shares of Common Stock owned by
Warburg Pincus Ventures, L.P. and Warburg Pincus Ventures International,
L.P. is held by Warburg, Pincus & Co., the corporate general partner and
investment manager of both limited partnerships, and not by any single
individual.
(4) Voting and investment control over the shares of Common Stock owned by
ChinaVest IV, L.P. and ChinaVest IV-A, L.P. are held by their general
partner, ChinaVest Partners IV, a Delaware general partnership, and not by
any single individual. Voting and investment control over the shares of
Common Stock owned by ChinaVest IV-B, L.P. is held by its general partner
and investment manager, ChinaVest Management Limited, a Bermuda company,
and not by any single individual.
(5) According to a Schedule 13G filed jointly by Capital Group International,
Inc., a California corporation ("CGI"), Capital International, Inc., a
California corporation ("CI") and Emerging Markets Growth Fund, Inc., a
Maryland corporation ("EMGF") on February 11, 2003, CGI is the parent
holding company of a group of investment management companies that hold
investment power and, in some cases, voting power of 4,315,700 shares of
AsiaInfo's Common Stock. With respect to these shares of Common Stock, (i)
CI, an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, as amended, and a wholly-owned subsidiary of CGI, has
disclosed that it has sole voting power over 1,182,250 shares and sole
dispositive power over 4,315,700 shares and (ii) EMGF, an investment
company registered under the Investment Company Act of 1940, as amended,
has disclosed that it has sole voting power over 3,133,450 shares,
representing 7.1% of AsiaInfo's Common Stock. CI is deemed to be the
beneficial owner of 2,460,800 shares as a result of acting as investment
adviser to various investment companies and institutional accounts. CGI and
CI each disclaims beneficial ownership of any of these shares pursuant to
Rule 13d-4 under the Exchange Act. EMGF is advised by CI and does not
disclaim beneficial ownership of the shares over which it has sole voting
power.
(6) Includes 1,197,000 shares held by AIFF Associates LLC, a Delaware limited
liability company of which Mr. Ding is a member; 86,947 shares held in a
grantor retained annuity trust for the benefit of Mr. Ding and his family;
877,337 shares held in grantor retained annuity trust for the benefit of
Nina Ding; 6,000 shares held in a revocable trust for the benefit of Rene
Ding; 542,663 shares held by Nina Ding; 300,000 shares held by Morgan
Stanley for the benefit of Nina Ding; and options to acquire beneficial
ownership of 795,000 shares that are currently exercisable or will become
exercisable within 60 days after February 28, 2003.
(7) Includes 50,000 shares held by eCubator Corp (BVI), which is a holding
company jointly owned and controlled by Mr. Bao and his wife; and options
to acquire beneficial ownership of 210,000 shares that are currently
exercisable or will become exercisable within 60 days after February 28,
2003.
(8) Includes 74,400 shares held by the Alan D. Bickell Family Trust and options
to acquire beneficial ownership of 64,000 shares that are currently
exercisable or will become exercisable within 60 days after February 28,
2003.
(9) Mr. Sun, a director of AsiaInfo, is a Managing Director of Warburg, Pincus
& Co., which manages Warburg Pincus Ventures, L.P. and Warburg Pincus
Ventures International L.P. Figure includes options to acquire beneficial
ownership of 11,250 shares that are currently exercisable or will become
exercisable within 60 days after February 28, 2003.
(10) Includes options to acquire beneficial ownership of 188,000 shares that
are currently exercisable or will become exercisable within 60 days after
February 28, 2003.
(11) Includes options to acquire beneficial ownership of 228,500 shares that
are currently exercisable or will become exercisable within 60 days after
February 28, 2003.
(12) Includes 34,090 shares held by Mr. Zhao's son, Christopher Zhao and
options to acquire beneficial ownership of 456,875 shares that are
currently exercisable or will become exercisable within 60 days after
February 28, 2003.
(13) Includes 358,900 shares held by ten limited partnerships established by
Mr. Lau for the benefit of various members of his extended family and
options to acquire beneficial ownership of 11,250 shares that are
currently exercisable or will become exercisable within 60 days after
February 28, 2003.
(14) Includes options to acquire beneficial ownership of 5,000 shares that are
currently exercisable or will become exercisable within 60 days after
February 28, 2003.
(15) Includes 1,197,000 shares held by AIFF Associates LLC, a Delaware limited
liability company of which Dr. Tian is a member; 190,792 shares held in
the S.T. China 2000 Qualified Grantor Retained Annuity Trust for the
benefit of Dr. Tian and his family; 190,792 shares held in the Q.K. 2000
Qualified Grantor Retained Annuity Trust for the benefit of Dr. Tian and
his family; 4,000 shares held in a revocable trust for the benefit of Dr.
Tian's daughter, Stephanie Tian; 1,258,739 shares held by Goldman Sachs as
collateral for a forward contract; 1,332,287 shares held by Dr. Tian's
wife, Qin Kong; 750,000 shares held by Morgan Stanley & Company as
collateral for a forward contract; and options to acquire beneficial
ownership of 1,210,000 shares that are currently exercisable or will
become exercisable within 60 days after February 28, 2003.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires AsiaInfo's executive officers and
directors, and persons who own more than 10% of a registered class of
AsiaInfo's equity securities, to file certain reports regarding ownership of,
and transactions in, AsiaInfo's securities with the SEC. Such executive
officers, directors and 10% stockholders are also required by SEC rules to
furnish AsiaInfo with copies of all Section 16(a) forms that they file. Based
solely on its review of the copies of such forms received by it, or written
representations from certain reporting persons, AsiaInfo believes that for the
year ended December 31, 2002, all reporting persons complied with Section 16(a)
filing requirements except that Mr. Ding was late in reporting transactions
which occurred in January and May 2002, Mr. Bickell was late in reporting a
transaction that occurred in March 2002, Dr. Tian was late in reporting a
transaction that occurred in May 2002, and Mr. Yuanqin Gu, former Vice
President and General Manager for Service Application Solutions of AsiaInfo,
was late in reporting a transaction that occurred in February 2002.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2004

Stockholder proposals which are intended to be presented by such stockholders
at AsiaInfo's 2004 Annual Meeting of stockholders must be received by the
Secretary of AsiaInfo at the Company's principal executive offices no later
than November 17, 2003 in order to be considered for inclusion in the proxy
statement and form of proxy/voting instruction card relating to that meeting
pursuant to Rule 14a-8 under the Exchange Act. In order for notice of a
proposal submitted outside of Rule 14a-8 to be considered "timely" within the
meaning of Rule 14a-4(c), such proposal must be received prior to January 31,
2004.

OTHER MATTERS

The Board knows of no other matters to be submitted to the Annual Meeting. If
any other matters properly come before the Annual Meeting, then the persons
named in the enclosed form of proxy will vote the shares they represent in such
manner as the Board may recommend.

To the extent that this Proxy Statement is incorporated by reference into any
other filing by AsiaInfo under the Securities Act or the Exchange Act, the
sections of this proxy statement titled "Compensation Committee Report," "Audit
Committee Report," (to the extent permitted by the rules of the SEC) and "Stock
Price Performance" will not be deemed incorporated unless specifically provided
otherwise in such filing.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ James Ding
-----------------------------------------
James Ding
President and Chief Executive Officer

March 21, 2003
Beijing, PRC

ANNEX A

ASIAINFO HOLDINGS, INC.

2002 STOCK OPTION PLAN

A-1

CONTENTS

Clause Page
------ ----

1. Definitions........................................... A-3
2. Effective Date And Termination Of Plan................ A-5
3. Administration Of Plan................................ A-6
4. Eligibility And Grant Of Options; Committee Authority. A-6
5. Number Of Shares Subject To Options................... A-6
6. Option Price.......................................... A-7
7. Period Of Option And Vesting.......................... A-7
8. Exercisability Upon And After Termination Of Optionee. A-7
9. Exercise Of Options................................... A-8
10. PRC Optionees......................................... A-8
11. Insider Trading....................................... A-9
12. Payment............................................... A-9
13. Tax Withholding....................................... A-10
14. Exercise By Successors................................ A-10
15. Nontransferability Of Option.......................... A-10
16. Right Of First Refusal; Right Of Repurchase........... A-10
17. Regulations And Approvals............................. A-11
18. Administrative Rules; Interpretation.................. A-11
19. Amendments............................................ A-12
20. Changes In Capital Structure.......................... A-12
21. Notices............................................... A-13
22. Rights As Stockholder................................. A-13
23. Rights To Employment.................................. A-13
24. Substitute Options.................................... A-13
25. Investment Intent..................................... A-13
26. Exculpation And Indemnification....................... A-13
27. Captions.............................................. A-13
28. Severability.......................................... A-13
29. Governing Law......................................... A-14

A-2

ASIAINFO HOLDINGS, INC.
2002 STOCK OPTION PLAN

AsiaInfo Holdings, Inc., a Delaware corporation, wishes to attract key
employees, directors and consultants to the Company and its Subsidiaries and
induce key employees, directors and consultants to remain with the Company and
its Subsidiaries, and encourage them to increase their efforts to make the
Company's business more successful whether directly or through its
Subsidiaries. In furtherance thereof, the AsiaInfo Holdings, Inc. 2002 Stock
Option Plan is designed to provide equity-based incentives to key employees,
directors and consultants of the Company and its Subsidiaries. The Plan is
intended to qualify as a "broadly based" plan for purposes of the shareholder
approval rules promulgated by the National Association of Securities Dealers,
Inc. for the Nasdaq Stock Market.

1. DEFINITIONS.

Whenever used herein, the following terms shall have the meanings set forth
below:

"Award" means a written or electronic award notice in a form approved by the
Compensation Committee to be executed and acknowledged by the Company and the
Optionee of an option, as provided in Section 4.

"Board" means the Board of Directors of the Company.

"Cause" means, unless otherwise provided in the Optionee's Award, (i) engaging
in (A) willful or gross misconduct or (B) willful or gross neglect, (ii)
repeatedly failing to adhere to the directions of superiors or the Board or the
written policies and practices of the Company or its Subsidiaries or its
affiliates, (iii) the commission of a felony or a crime of moral turpitude, or
any crime involving the Company or its Subsidiaries, or any affiliate thereof,
(iv) fraud, misappropriation or embezzlement, (v) a material breach of the
Optionee's employment agreement (if any) with the Company or its Subsidiaries
or its affiliates, or (vi) any illegal act detrimental to the Company or its
Subsidiaries or its affiliates.

"Change in Control" means the happening of any of the following:

(i) any "person," including a "group" (as such terms are used in Sections 13
(d) and 14 (d) of the Exchange Act, but excluding the Company, any entity
controlling, controlled by or under common control with the Company, any
employee benefit plan of the Company or any such entity, and, with respect
to any particular Optionee, the Optionee and any "group" (as such term is
used in Section 13(d)(3) of the Exchange Act) of which the Optionee is a
member), is or becomes the "beneficial owner" (as defined in Rule 13(d)(3)
under the Exchange Act), directly or indirectly, of securities of the
Company representing 25% or more of either (A) the combined voting power of
the Company's then outstanding securities or (B) the then outstanding
Shares (in either such case other than as a result of an acquisition of
securities directly from the Company); or

(ii) any consolidation or merger of the Company where the stockholders of the
Company, immediately prior to the consolidation or merger, would not,
immediately after the consolidation or merger, beneficially own (as such
term is defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, shares representing in the aggregate 50% or more of the
combined voting power of the securities of the corporation issuing cash or
securities in the consolidation or merger (or of its ultimate parent
corporation, if any); or

(iii) there shall occur (A) any sale, lease, exchange or other transfer (in one
transaction or a series of transactions contemplated or arranged by any
party as a single plan) of all or substantially all of the assets of the
Company, other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity, at least 50% of
the combined voting power of the voting securities of which are owned by
Persons in substantially the same proportion as their ownership of the
Company immediately prior to such sale or (B) the approval by
stockholders of the Company of any plan or proposal for the liquidation
or dissolution of the Company; or

A-3

(iv) the members of the Board at the beginning of any consecutive
24-calendar-month period (the "Incumbent Directors") cease for any reason
other than due to death to constitute at least a majority of the members
of the Board; provided that any director whose election, or nomination for
election by the Company's stockholders, was approved by a vote of at least
a majority of the members of the Board then still in office who were
members of the Board at the beginning of such 24-calendar-month period,
shall be deemed to be an Incumbent Director; or

(v) any transaction or series of related transactions pursuant to which (1) a
Subsidiary ceases to be a Subsidiary or (2) all or substantially all of the
assets of a Subsidiary are sold or otherwise disposed, provided that, this
paragraph (v) shall only apply with respect to Optionees who, as a result
of the transaction, cease to be employed by the Company or any remaining
Subsidiary upon completion of the transaction.

"Code" means the Internal Revenue Code of 1986, as amended.

"Common Stock" means the Company's Common Stock, par value $.01, either
currently existing or authorized hereafter.

"Company" means AsiaInfo Holdings, Inc., a Delaware corporation.

"Compensation Committee" means the Compensation Committee of the Board, or such
other committee of the Board designated by the Board to administer the Plan.

"Compliance Committee" means the Compliance Committee of the Company.

"Disability" means the occurrence of an event which would entitle an employee
of the Company to the payment of disability income under one of the Company's
approved long-term disability income plans, or as such term is defined under
Section 22 (e) of the Code.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Fair Market Value" per Share as of a particular date means (i) if Shares are
then listed on a national stock exchange, the closing sales price per Share on
the exchange for the last preceding date on which there was a sale of Shares on
such exchange, as determined by the Compensation Committee, (ii) if Shares are
not then listed on a national stock exchange but are then traded on an
over-the-counter market, the average of the closing bid and asked prices for
the Shares in such over-the-counter market for the last preceding date on which
there was a sale of such Shares in such market, as determined by the
Compensation Committee, or (iii) if Shares are not then listed on a national
stock exchange or traded on an over-the-counter market, such value as may be
determined by the Compensation Committee in its discretion or as may be
determined in accordance with such methodologies, procedures or other rules
(which may provide, without limitation, that determinations of Fair Market
Value shall be made by an independent third party) as may be established by the
Compensation Committee in its discretion; provided that, where the Shares are
so listed or traded, the Compensation Committee may make discretionary
determinations, or implement such methodologies, procedures or other rules,
where the Shares have not been traded for 10 trading days.

"Incentive Stock Option" means an "incentive stock option" within the meaning
of Section 422 (b) of the Code.

"Insider Trading Policy" means the Statement of Company Policy Regarding
Confidential Information and Stock and Securities Trading by Directors,
Officers and Employees.

"Non-Qualified Stock Option" means an option which is not an Incentive Stock
Option.

A-4

"Option" means the right to purchase, at a price and for the term fixed by the
Compensation Committee in accordance with the Plan, and subject to such other
limitations and restrictions in the Plan and the applicable Award, a number of
Shares determined by the Compensation Committee.

"Optionee" means an employee or director of, or key consultant to, the Company
or a Subsidiary to whom an Option is granted, or the Successors of the
Optionee, as the context so requires.

"Option Price" means the exercise price per Share.

"Option Stock" means Shares received upon the exercise of an Option.

"PRC" means the People's Republic of China.

"PRC Optionees" means employees who are nationals of the PRC.

"Plan" means this AsiaInfo Holdings, Inc. 2002 Stock Option Plan, as set forth
herein and as the same may from time to time be amended.

"Retirement" means, unless otherwise provided by the Compensation Committee in
the Optionee's Award, the termination (other than for Cause) of employment (or
other termination of service, in the case of key consultants or directors):

(i) of a male PRC Optionee, on or after his attainment of age 60, as required
by PRC law;

(ii) of a female PRC Optionee, on or after her attainment of age 55, as
required by PRC law; or

(iii) of an Optionee, who is not a PRC Optionee, on or after the Optionee's
attainment of age 65 or on or after the Optionee's attainment of age 55
with five consecutive years of service with the Company and or its
Subsidiaries or its affiliates.

"Securities Act" means the Securities Act of 1933, as amended.

"Shares" means shares of Common Stock of the Company.

"Subsidiary" means any corporation that is a "subsidiary corporation" with
respect to the Company under Section 424 (f) of the Code. In the event the
Company becomes a Subsidiary of another company, the provisions hereof
applicable to Subsidiaries shall, unless otherwise determined by the
Compensation Committee, also be applicable to any company that is a "parent
corporation" with respect to the Company under Section 424 (e) of the Code.

"Successor of the Optionee" means the legal representative of the estate of a
deceased Optionee or the person or persons who shall acquire the right to
exercise an option by bequest or inheritance or by reason of the death of the
Optionee.

2. EFFECTIVE DATE AND TERMINATION OF PLAN.

The effective date of the Plan is expected to be December 20, 2002. The Plan
shall become effective upon approval by the Board. The Board shall submit the
Plan for shareholder approval and ratification at the earliest practicable date
but within 12 months of the Board's adoption. The Plan shall terminate on, and
no option shall be granted hereunder on or after, the 10-year anniversary of
the approval of the Plan by the Board, provided, however, that the Board may at
any time prior to that date terminate the Plan.

A-5

3. ADMINISTRATION OF PLAN.

The Plan shall be administered by the Compensation Committee appointed by the
Board. The Compensation Committee shall consist of at least two individuals,
each of whom shall be a "nonemployee director" as defined in Rule 16b-3 as
promulgated by the Securities and Exchange Commission ("Rule 16b-3") under the
Exchange Act and shall, at such times as the Company is subject to Section 162
(m) of the Code (to the extent relief from the limitation of Section 162 (m) of
the Code is sought with respect to Options), qualify as "outside directors" for
purposes of Section 162 (m) of the Code. The acts of a majority of the members
present at any meeting of the Compensation Committee at which a quorum is
present, or acts approved in writing by a majority of the entire Compensation
Committee, shall be the acts of the Compensation Committee for purposes of the
Plan. If and to the extent applicable, no member of the Compensation Committee
may act as to matters under the Plan specifically relating to such member. If
no Compensation Committee is designated by the Board to act for these purposes,
the Board shall have the rights and responsibilities of the Compensation
Committee hereunder and under the Awards.

4. ELIGIBILITY AND GRANT OF OPTIONS; COMMITTEE AUTHORITY.

Subject to the provisions of the Plan, the Compensation Committee shall, in its
discretion as reflected by the terms of the Awards: (i) authorize the granting
of Options to key employees, directors and key consultants of the Company and
its Subsidiaries; (ii) determine and designate from time to time those key
employees, directors and key consultants of the Company and its Subsidiaries to
whom Options are to be granted and the number of Shares to be optioned to each
employee, director and key consultant; (iii) determine whether to grant Options
intended to be Incentive Stock Options, or to grant Non-Qualified Stock
Options, or both (to the extent that any Option does not qualify as an
Incentive Stock Option, it shall constitute a separate Non-Qualified Stock
Option); provided that Incentive Stock Options may only be granted to
employees; (iv) determine the time or times when and the manner and condition
in which each Option shall be exercisable and the duration of the exercise
period; and (v) determine or impose other conditions to the grant or exercise
of Options under the Plan as it may deem appropriate. In determining the
eligibility of an employee, director or key consultant to receive an Option, as
well as in determining the number of Shares to be optioned to any employee,
director and key consultant, the Compensation Committee may consider the
position and responsibilities of the employee, director or key consultant, the
nature and value to the Company of the employee's, director's or key
consultant's services and accomplishments whether directly or through its
Subsidiaries, the employee's, director's or key consultant's present and
potential contribution to the success of the Company whether directly or
through its Subsidiaries and such other factors as the Compensation Committee
may deem relevant. The Award shall contain such other terms, provisions and
conditions not inconsistent herewith as shall be determined by the Compensation
Committee. The Optionee shall take whatever additional actions and execute
whatever additional documents the Compensation Committee may in its reasonable
judgment deem necessary or advisable in order to carry out or effect one or
more of the obligations or restrictions imposed on the Optionee pursuant to the
express provisions of the Plan and the Award. The Compensation Committee may
designate each option as one intended to be an Incentive Stock Option or as a
Non-Qualified Stock Option.

5. NUMBER OF SHARES SUBJECT TO OPTIONS.

Subject to adjustments pursuant to Section 20, Options with respect to an
aggregate of no more than 4,500,000 Shares may be granted under the Plan.
Notwithstanding the foregoing provisions of this Section 5, Shares as to which
an Option is granted under the Plan but remains unexercised at the expiration,
forfeiture or other termination of such Option may be the subject of the grant
of further Options. Subject to adjustments pursuant to Section 20, in no event
may any Optionee receive in the aggregate Options (i) for more than 3,000,000
Shares or (ii) for more than 1,000,000 Shares in any calendar year. These
limits do not apply to Options that are not granted pursuant to the Plan.
Shares issued hereunder may consist, in whole or in part, of authorized and
unissued shares or treasury shares. The certificates for Shares issued
hereunder may include any legend which the Compensation Committee deems
appropriate to reflect any restrictions on transfer hereunder or under the
Award, or as the Compensation Committee may otherwise deem appropriate.

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The aggregate Fair Market Value, determined as of the date an Option is
granted, of the Shares for which any Optionee may be awarded Incentive Stock
options which are first exercisable by the Optionee during any calendar year
under the Plan (or any other stock option plan required to be taken into
account under Section 422 (d) of the Code) shall not exceed $100,000.

6. OPTION PRICE.

The Option Price shall be determined by the Compensation Committee on the date
the Option is granted and reflected in the Award, as the same may be amended
from time to time. Any particular Award may provide for different exercise
prices for specified amounts of Shares subject to the Option. The Option Price
with respect to each Incentive Stock Option shall not be less than 100% (or
110%, in the case of an individual described in Section 422(b)(6) of the Code
(relating to certain 10% owners)) of the Fair Market Value of a Share on the
day the Option is granted.

7. PERIOD OF OPTION AND VESTING.

7.1 Unless earlier expired, forfeited or otherwise terminated, each Option
shall expire in its entirety upon the 10th anniversary of the date of grant
or shall have such other term as is set forth in the applicable Award
(except that, in the case of an individual described in Section 422(b)(6)
of the Code (relating to certain 10% owners) who is granted an Incentive
Stock Option, the term of such Option shall be no more than five years from
the date of grant). The Option shall also expire, be forfeited and
terminate at such times and in such circumstances as otherwise provided
hereunder or under the Award.

7.2 Each Option, to the extent that there has been no termination of the
Optionee's employment (or other service, if applicable) and the Option has
not otherwise lapsed, expired, terminated or been forfeited, shall first
become exercisable according to the terms and conditions set forth in the
Award, as determined by the Compensation Committee at the time of grant.
Unless otherwise provided in the Award or herein, no Option (or portion
thereof) shall ever be exercisable if the Optionee's employment or other
service with the Company and its Subsidiaries has terminated before the
time at which such Option would otherwise have become exercisable, and any
Option that would otherwise become exercisable after such termination shall
not become exercisable and shall be forfeited upon such termination.
Notwithstanding the foregoing provisions of this Section 7(b), Options
exercisable pursuant to the schedule set forth by the Compensation
Committee at the time of grant may be fully or more rapidly exercisable or
otherwise vested at any time in the discretion of the Compensation
Committee. Upon and after the death of an Optionee, such Optionee's
Options, if and to the extent otherwise exercisable hereunder or under the
applicable Award after the Optionee's death, may be exercised by the
Successors of the Optionee.

8. EXERCISABILITY UPON AND AFTER TERMINATION OF OPTIONEE.

8.1 Unless otherwise provided in the Award, if the Optionee's employment (or
other service, if applicable) with the Company and its Subsidiaries is
terminated other than by termination by the Company for Cause, or
termination by reason of death, Retirement or Disability (including by
reason of any entity ceasing to be a Subsidiary), no exercise of an Option
may occur after the expiration of the three-month period to follow the
termination, or if earlier, the expiration of the term of the Option as
provided under Section 7; provided that, if the Optionee should die after
termination of employment (or other service, if applicable), such
termination being for a reason other than Disability or Retirement, but
while the option is still in effect, the option (if and to the extent
otherwise exercisable by the Optionee at the time of death) may be
exercised until the earlier of (i) one year from the date of termination of
employment (or other service, if applicable) of the Optionee, or (ii) the
date on which the term of the option expires in accordance with Section 7.

8.2 Unless otherwise provided in the Award, if the Optionee's employment with
the Company and its Subsidiaries terminates due to the death, Retirement or
Disability of the Optionee, the option may be

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exercised until the earlier of (i) one-year from the date of termination of
employment (or other service, if applicable) of the Optionee, or (ii) the
date on which the term of the Option expires in accordance with Section 7.

8.3 Notwithstanding any other provision hereof, unless otherwise provided in
the Award, if the Optionee's employment is terminated by the Company and
its Subsidiaries for Cause, the Optionee's Options, to the extent then
unexercised, shall thereupon cease to be exercisable and shall be forfeited
forthwith.

8.4 Except as may otherwise be expressly set forth in this Section 8, and
except as may otherwise be expressly provided under the Award, no provision
of this Section 8 is intended to or shall permit the exercise of the Option
to the extent the Option was not exercisable upon cessation of employment
or other service.

9. EXERCISE OF OPTIONS.

9.1 Subject to vesting, restrictions on exercisability and other restrictions
provided for hereunder or otherwise imposed in accordance herewith, an
Option may be exercised, and payment in full of the aggregate Option Price
made, by an Optionee only by written notice (in the form prescribed by the
Compensation Committee) to the Company specifying the number of Shares to
be purchased.

9.2 Without limiting the scope of the Compensation Committee's discretion
hereunder, the Compensation Committee may impose such other restrictions on
the exercise of Incentive Stock Options (whether or not in the nature of
the foregoing restrictions) as it may deem necessary or appropriate.

9.3 If Shares acquired upon exercise of an Incentive Stock Option are disposed
of in a disqualifying disposition within the meaning of Section 422 of the
Code by an Optionee prior to the expiration of either two years from the
date of grant of such Option or one year from the transfer of Shares to the
Optionee pursuant to the exercise of such Option, or in any other
disqualifying disposition within the meaning of Section 422 of the Code,
such Optionee shall notify the Company in writing as soon as practicable
thereafter of the date and terms of such disposition and, if the Company
(or any affiliate thereof) thereupon has a tax-withholding obligation,
shall pay to the Company (or such affiliate) an amount equal to any
withholding tax the Company (or affiliate) is required to pay as a result
of the disqualifying disposition.

10. PRC OPTIONEES.

10.1 This Section 10 of the Plan shall only apply to PRC Optionees who, because
of the legal restrictions of the PRC cannot remit funds out of the PRC to
purchase the Shares.

10.2 Whenever a PRC Optionee exercises any right granted to him or her to
acquire Shares under the Plan, the following provisions shall apply:

10.2.1 The PRC Optionee shall not be required to make payment for the
purchase price for the Shares subject to such exercise.

10.2.2 The Company will not deliver to the PRC Optionee certificate(s) for
the Shares which would have otherwise been issuable upon such
exercise. Instead, the Company or a third party designated by the
Company will sell the number of Shares subject to such exercise of the
Options by the PRC Optionee, settle the loan and then remit the
transaction proceeds less the aggregate exercise price to the PRC
Optionee, net of any applicable withholding taxes and transaction
costs. Due to the volatile nature of the stock market, the Company
shall not be liable to the PRC Optionee for any claim alleging that
the price at which the relevant Shares are sold is not a fair market
price, or the like.

10.2.3 Where a foreign currency is to be converted into Renminbi in
connection with such sale of Shares or payment to a PRC Optionee, the
conversion rate shall be the average of the selling and buying rates

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quoted by the People's Bank of China on the day immediately preceding
the day of conversion. Any process fees relating to such conversion
shall be deducted from the final Renminbi amount.

10.3 The benefits under the Plan are fully discretionary and shall not form
part of the income of the PRC Optionees for the purpose of calculation of
severance pay, pensions or other bonuses or benefits, unless specifically
otherwise provided in any applicable plan or program of the Company.

10.4 If, at any time, the PRC Optionees are expressly permitted by PRC law to
remit funds out of the PRC to purchase the Shares, this Section 10 shall
become null and void, and the terms and conditions in the Plan shall apply
in its entirety. The Company shall have the sole discretion to determine
whether this Section 10 will apply with respect to any Optionee.

11. INSIDER TRADING.

The Compliance Committee is responsible for administering the policies and
procedures set forth in the Insider Trading Policy. Among other things, the
Compliance Committee's responsibilities include determining whether any of the
Company's directors, officers or employees has access to material non-public
information. All Optionees are subject to the Insider Trading Policy and the
decisions of the Compliance Committee.

12. PAYMENT.

12.1 The aggregate Option Price shall be paid in full upon the exercise of the
Option. Payment must be made by one of the following methods:

(i) a certified or bank cashier's check;

(ii) the proceeds of a Company loan program or third-party sale program or a
notice acceptable to the Compensation Committee given as consideration
under such a program, in each case if permitted by the Compensation
Committee in its discretion, if such a program has been established and
the Optionee is eligible to participate therein;

(iii) if approved by the Compensation Committee, in its discretion, previously
owned Shares having an aggregate Fair Market Value on the date of
exercise equal to the aggregate Option Price;

(iv) if approved by the Compensation Committee, in its discretion, through
the written election of the Optionee to have Shares withheld by the
Company from the Shares otherwise to be received, with such withheld
Shares having an aggregate Fair Market Value on the date of exercise
equal to the aggregate Option Price; or

(v) by any combination of such methods of payment or any other method
acceptable to the Compensation Committee in its discretion.

12.2 The Compensation Committee, in its discretion, may also permit the
Optionee to elect to exercise an Option by receiving a combination of
Shares and cash, or, in the discretion of the Compensation Committee,
either Shares or solely in cash, with an aggregate Fair Market Value (or,
to the extent of payment in cash, in an amount) equal to the excess of the
Fair Market Value of the Shares with respect to which the Option is being
exercised over the aggregate Option Price, as determined as of the day the
Option is exercised.

12.3 Except in the case of Options exercised by certified or bank cashier's
check, the Compensation Committee may impose limitations and prohibitions
on the exercise of Options as it deems appropriate, including, without
limitation, any limitation or prohibition designed to avoid accounting
consequences which may result from the use of Shares as payment upon
exercise of an Option.

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12.4 The Compensation Committee may provide that no Option may be exercised
with respect to any fractional Share. Any fractional Shares resulting from
an Optionee's exercise that is accepted by the Company shall, in the
discretion of the Compensation Committee, be paid in cash.

13. TAX WITHHOLDING.

The Compensation Committee may, in its discretion, require the Optionee to pay
to the Company at the time of exercise of any Option the amount that the
Compensation Committee deems necessary to satisfy the Company's obligation to
withhold federal, state, local or foreign income or other taxes incurred by
reason of the exercise. Upon exercise of the Option, the Optionee may, if
approved by the Compensation Committee in its discretion, make a written
election to have Shares then issued withheld by the Company from the Shares
otherwise to be received, or to deliver previously owned Shares, in order to
satisfy the liability for such withholding taxes. In the event that the
Optionee makes, and the Compensation Committee permits, such an election, the
number of Shares so withheld or delivered shall have an aggregate Fair Market
Value on the date of exercise sufficient to satisfy the applicable withholding
taxes. Where the exercise of an Option does not give rise to an obligation by
the Company to withhold federal, state or local income or other taxes on the
date of exercise, but may give rise to such an obligation in the future, the
Compensation Committee may, in its discretion, make such arrangements and
impose such requirements as it deems necessary or appropriate. Notwithstanding
anything contained in the Plan or the Award to the contrary, the Optionee's
satisfaction of any tax-withholding requirements imposed by the Compensation
Committee shall be a condition precedent to the Company's obligation as may
otherwise be provided hereunder to provide Shares to the Optionee, and the
failure of the Optionee to satisfy such requirements with respect to the
exercise of an Option shall cause such Option to be forfeited.

14. EXERCISE BY SUCCESSORS.

An Option may be exercised, and payment in full of the aggregate Option Price
made, by the Successors of the Optionee only by written notice (in the form
prescribed by the Compensation Committee) to the Company specifying the number
of Shares to be purchased. Such notice shall state that the aggregate Option
Price will be paid in full, or that the Option will be exercised as otherwise
provided hereunder, in the discretion of the Company or the Compensation
Committee, if and as applicable.

15. NONTRANSFERABILITY OF OPTION.

Each Option granted under the Plan shall be nontransferable by the Optionee
except (a) by will or the laws of descent and distribution of the state wherein
the Optionee is domiciled at the time of his death or (b) in accordance with
the provisions of Section 10; provided, however, that the Compensation
Committee may (but need not) permit other transfers, where the Compensation
Committee concludes that such transferability (i) does not result in
accelerated income taxation, (ii) does not cause any Option intended to be an
Incentive Stock Option to fail to be described in Section 422 (b) of the Code,
and (iii) is otherwise appropriate and desirable.

16. RIGHT OF FIRST REFUSAL; RIGHT OF REPURCHASE.

At the time of grant, the Compensation Committee may provide in connection with
any grant made under the Plan that Shares received in connection with Options
shall be subject to a right of first refusal pursuant to which the Company
shall be entitled to purchase such Shares in the event of a prospective sale of
the Shares, subject to such terms and conditions as the Compensation Committee
may specify at the time of grant or (if permitted by the Award) thereafter, and
to a right of repurchase, pursuant to which the Company shall be entitled to
purchase such Shares at a price determined by, or under a formula set by, the
Compensation Committee at the time of grant or (if permitted by the Award)
thereafter, subject to such other terms and conditions as the Compensation
Committee may specify at the time of grant.

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17. REGULATIONS AND APPROVALS.

17.1 The obligation of the Company to sell Shares with respect to Options
granted under the Plan shall be subject to all applicable laws, rules and
regulations, including all applicable federal and state securities laws,
and the obtaining of all such approvals by governmental agencies as may be
deemed necessary or appropriate by the Compensation Committee.

17.2 The Compensation Committee may make such changes to the Plan as may be
necessary or appropriate to comply with the rules and regulations of any
government authority or to obtain tax benefits applicable to stock options.

17.3 Each Option is subject to the requirement that, if at any time the
Compensation Committee determines, in its discretion, that the listing,
registration or qualification of Shares issuable pursuant to the Plan is
required by any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body is necessary
or desirable as a condition of, or in connection with, the grant of an
Option or the issuance of Shares, no Options shall be granted or payment
made or Shares issued, in whole or in part, unless listing, registration,
qualification, consent or approval has been effected or obtained free of
any conditions in a manner acceptable to the Compensation Committee.

17.4 In the event that the disposition of stock acquired pursuant to the Plan
is not covered by a then current registration statement under the
Securities Act, and is not otherwise exempt from such registration, such
Shares shall be restricted against transfer to the extent required under
the Securities Act, and the Compensation Committee may require any
individual receiving Shares pursuant to the Plan, as a condition precedent
to receipt of such Shares, to represent to the Company in writing that the
Shares acquired by such individual are acquired for investment only and
not with a view to distribution and that such Shares will be disposed of
only if registered for sale under the Securities Act or if there is an
available exemption for such disposition.

18. ADMINISTRATIVE RULES; INTERPRETATION.

18.1 The Compensation Committee may make such rules and regulations and
establish such procedures for the administration of the Plan as it deems
appropriate. Without limiting the generality of the foregoing, the
Compensation Committee may (i) determine (A) the conditions under which an
Optionee will be considered to have retired or become disabled and (B)
whether any Optionee has done so; (ii) establish or assist in the
establishment of a program (which need not be administered in a
nondiscriminatory or uniform manner) under which the Company or a third
party may make bona-fide loans on arm's-length terms to any or all
Optionees to assist such Optionees with the satisfaction of any or all of
the obligations that such Optionees may have hereunder or under which
third-party sales may be made for such purpose (including, without
limitation, a loan program under which the Company or a third party would
advance the aggregate Option Price to the Optionee and be repaid with
Option stock or the proceeds thereof and a sale program under which funds
to pay for option stock are delivered by a third party upon the third
party's receipt from the Company of stock certificates); (iii) determine
the extent, if any, to which Options or Shares shall be forfeited (whether
or not such forfeiture is expressly contemplated hereunder); (iv)
interpret the Plan and the Awards hereunder, with such interpretations to
be conclusive and binding on all persons and otherwise accorded the
maximum deference permitted by law, provided that the Compensation
Committee's interpretation shall not be entitled to deference on and after
a Change in Control except to the extent that such interpretations are
made exclusively by members of the Compensation Committee who are
individuals who served as Compensation Committee members before the Change
in Control, and (v) take any other actions and make any other
determinations or decisions that it deems necessary or appropriate in
connection with the Plan or the administration or interpretation thereof.
In the event of any dispute or disagreement as to the interpretation of
the Plan or of any rule, regulation or procedure, or as to any question,
right or

A-11

obligation arising from or related to the Plan, the decision of the
Compensation Committee shall be final and binding upon all persons. Unless
otherwise expressly provided hereunder, the Compensation Committee, with
respect to any Option, except as provided in clause (iv) of the foregoing
sentence, may exercise its discretion hereunder at the time of the award or
thereafter.

18.2 No loan provided for or permitted under Section 18.1 or any other section
of the Plan shall be made to any officer or director of the Company in the
event that, in the reasonable judgment of the Compensation Committee, such
loan would violate the provisions of the Sarbanes-Oxley Act of 2002 or any
other applicable law.

19. AMENDMENTS.

The Board may amend the Plan as it shall deem advisable, except that no
amendment may adversely affect an Optionee with respect to Options previously
granted unless such amendments are in connection with compliance with
applicable laws; provided that the Board may not make any amendment in the Plan
that would, if such amendment were not approved by the holders of the Common
Stock, cause the Plan to fail to comply with any requirement of applicable law
or regulation, unless and until the approval of the holders of such Common
Stock is obtained. Without limiting the generality of the foregoing, the
Compensation Committee may (subject to such considerations as may arise under
Section 16 of the Exchange Act, or under other corporate, securities or tax
laws) take any steps it deems appropriate, that are not inconsistent with the
purposes and intent of the Plan, to take into account the provisions of Section
162 (m) of the Code.

20. CHANGES IN CAPITAL STRUCTURE.

If (i) the Company shall at any time be involved in a merger, consolidation,
dissolution, liquidation, reorganization, exchange of shares, sale of all or
substantially all of the assets or stock of the Company or a transaction
similar thereto, (ii) any stock dividend, stock split, reverse stock split,
stock combination, reclassification, recapitalization or other similar change
in the capital structure of the Company, or any distribution to holders of
Common Stock other than cash dividends, shall occur or (iii) any other event
shall occur which in the judgment of the Compensation Committee necessitates
action by way of adjusting the terms of the outstanding Options, then the
Compensation Committee shall forthwith take any such action as in its judgment
shall be necessary to preserve to the Optionees rights substantially
proportionate to the rights existing prior to such event, and to maintain the
continuing availability of Shares under Section 5 (if Shares are otherwise then
available) in a manner consistent with the intent hereof, including, without
limitation, adjustments in (x) the number and kind of shares or other property
subject to Options, (y) the Option Price, and (z) the number and kind of shares
available under Section 5. To the extent that such action shall include an
increase or decrease in the number of Shares (or units of other property then
available) subject to outstanding Options, the number of Shares (or units)
available under Section 5 shall be increased or decreased, as the case may be,
proportionately, as may be provided by the Compensation Committee in its
discretion.

If a Change in Control shall occur, then the Compensation Committee as
constituted immediately before the Change in Control may, but shall not be
required to, make such adjustments to any or all outstanding Options as it, in
its discretion, determines are necessary or appropriate in light of the Change
in Control (which may include, without limitation, the substitution of stock
other than stock of the Company as the stock optioned hereunder, assumption of
Options by a third party, the acceleration of the exercisability (and
subsequent termination) of such Options and the extension of the exercise
period of the Options).

The judgment of the Compensation Committee with respect to any matter referred
to in this Section 20 shall be conclusive and binding upon each Optionee
without the need for any amendment to the Plan.

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21. NOTICES.

All notices under the Plan shall be in writing, and if to the Company, shall be
delivered to the Board or mailed to its principal office, addressed to the
attention of the Board; and if to the Optionee, shall be delivered personally,
sent by facsimile transmission or other electronic media or mailed to the
Optionee at the address appearing in the records of the Company. Such addresses
may be changed at any time by written notice to the other party given in
accordance with this Section 21.

22. RIGHTS AS STOCKHOLDER.

Neither the Optionee nor any person entitled to exercise the Optionee's rights
in the event of death shall have any rights of a stockholder with respect to
the Shares subject to an Option, except to the extent that a certificate for
such Shares shall have been issued upon the exercise of the Option as provided
for herein.

23. RIGHTS TO EMPLOYMENT.

Nothing in the Plan or in any option granted pursuant to the Plan shall confer
on any individual any right to continue in the employ or other service of the
Company or its Subsidiaries or interfere in any way with the right of the
Company or its Subsidiaries and its stockholders to terminate the individual's
employment or other service at any time.

24. SUBSTITUTE OPTIONS.

Options may be granted under the Plan from time to time in substitution for
options held by employees of a corporation who become or are about to become
employees of the Company or its Subsidiaries as the result of a merger or
consolidation of the employing entity with the Company or the acquisition by
the Company of stock of the employing entity. The terms and conditions set
forth in this Plan to such extent as the Board at the time of grant may deem
appropriate to conform, in whole or in part, to the provisions of the options
in substitution for which they are granted, and, if applicable pursuant to
Section 424 of the Code.

25. INVESTMENT INTENT.

The Company may require that there be presented to and filed with it by any
Optionee under the Plan, such evidence as it may deem necessary to establish
that the Options granted or the Shares to be purchased or transferred are being
acquired for investment and not with a view to their distribution.

26. EXCULPATION AND INDEMNIFICATION.

The Company shall indemnify and hold harmless the members of the Board and the
members of the Compensation Committee from and against any and all liabilities,
costs and expenses incurred by such persons as a result of any act or omission
to act in connection with the performance of such person's duties,
responsibilities and obligations under the Plan, if such person acts in good
faith and in a manner that he or she reasonably believes to be in, or not
opposed to, the best interests of the Company, to the maximum extent permitted
by law.

27. CAPTIONS.

The use of captions in this Plan is for convenience. The captions are not
intended to and do not provide substantive rights.

28. SEVERABILITY.

The invalidity or unenforceability of any provision of the Plan shall not
affect the validity or enforceability of any other provision of the Plan, which
shall remain in full force and effect.

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29. GOVERNING LAW.

THE PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.

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ANNEX B

ASIAINFO HOLDINGS, INC.

AUDIT COMMITTEE CHARTER

B-1

ASIAINFO HOLDINGS, INC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER

I. PURPOSE

The Audit Committee of AsiaInfo Holdings, Inc. (the "Corporation") shall
provide assistance to the Corporation's directors in fulfilling their
responsibility to the shareholders, potential shareholders, and investment
community relating to corporate accounting, reporting practices, and the
quality and integrity of the financial reports of the Corporation. The Audit
Committee's primary duties and responsibilities are to:

.. oversee that management has maintained the reliability and integrity of the
accounting policies and financial reporting and disclosure practices of the
Corporation.

.. oversee that management has established and maintained processes to assure
that an adequate system of internal control is functioning within the
Corporation.

.. oversee that management has established and maintained processes to assure
compliance by the Corporation with all applicable laws, regulations and
corporate policy.

.. oversee the performance of the Corporation's internal accountants.

The Audit Committee will fulfill these responsibilities primarily by carrying
out the activities enumerated in Section IV of this Charter.

II. COMPOSITION

The Audit Committee shall be comprised of three or more directors as determined
by the Board. At least one member of the Audit Committee shall be an "audit
committee financial expert" as defined by the Securities Exchange Commission
(the "SEC"). The members of the Audit Committee shall meet the independence and
experience requirements of the Nasdaq Stock Market, Inc., Section 10A(m)(3) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
rules and regulations of the SEC. Audit Committee members may enhance their
familiarity with finance and accounting by participating in educational
programs conducted by the Corporation or an outside consultant. The Audit
Committee shall have the authority to retain special legal, accounting or other
consultants or experts to advise the Audit Committee.

The members of the Audit Committee shall be appointed by the Board at regular
meetings of the Board and shall serve for unlimited one year terms, or until
their successors have been duly elected and qualified. Unless a Chairperson is
elected by the full Board, the members of the Audit Committee may designate a
Chairperson by majority vote of the full Audit Committee membership.

The Audit Committee may form and delegate authority to subcommittees consisting
of one or more members when appropriate, including the authority to grant
preapprovals of audit and permitted non-audit services, provided that decisions
of such subcommittee to grant preapprovals shall be presented to the full Audit
Committee at its next scheduled meeting.

III. MEETINGS

The Audit Committee shall meet at least quarterly, or more frequently as
circumstances dictate. As part of its job to foster open communication, the
Audit Committee should meet at least annually with management, the Chief
Financial Officer of the Corporation, and the independent accountants,
separately, to discuss any matters that the Audit Committee or each of these
groups believe should be discussed privately. In addition, the Audit Committee
or its Chairperson should meet with the independent accountants and management
quarterly to review the Corporation's financial statements and the independent
accountants' independence, consistent with Section IV below.

B-2

The Audit Committee may request that any officer or employee of the
Corporation, or the Corporation's outside counsel or independent accountants,
attend any meeting of the Audit Committee or meet with any members of the Audit
Committee. Meetings may also be held between the Audit Committee and the
Corporation's investment bankers or financial analysts.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports Review

1. Review and reassess, at least annually, the adequacy of this Charter,
and make recommendations to the Board, as conditions dictate, to update
this Charter.

2. Review with management and the independent accountants the Corporation's
annual financial statements, and discuss with the independent
accountants the matters required to be discussed by Statement of
Auditing Standards No. 61 ("SAS 61").

3. Review with management and the independent accountants the Corporation's
10-Q prior to its filing or prior to the release of earnings, including
a discussion with the independent accountants of the matters required to
be discussed by SAS 61. The Chairperson of the Audit Committee may
represent the entire Audit Committee for purposes of this review.

4. Review with management and the independent accountants the effect of
off-balance sheet financing structures and any regulatory or accounting
initiatives on the Corporation's financial statements.

5. Understand and review the adequacy of the Corporation's disclosure in
its filings on Forms 10-K and 10-Q under the heading "Management's
Discussion and Analysis of Financial Condition and Results of
Operation," particularly with respect to the critical accounting
policies disclosed thereunder.

6. Review the disclosure in the Corporation's periodic reports required by
Section 13a of the Exchange Act with respect to any preapproval by the
Audit Committee of non-audit services to be performed by the independent
accountants.

7. Review and discuss quarterly reports from the independent accountants on:

. all critical accounting policies and practices to be used;

. any alternative treatments of financial information within generally
accepted accounting principles that have been discussed with
management, ramifications of the use of such alternative disclosures
and treatments, and the treatment preferred by the independent
accountants;

. other material written communications between the independent
accountants and management, such as any management letter or schedule
of unadjusted differences.

Independent Accountants

8. Review the performance of the independent accountants and make
recommendations to the Board regarding the appointment or termination of
the independent accountants. Matters that should be reviewed at least on
an annual basis include:

. the background, experience and qualifications of the senior members
of the independent audit team;

. the fees to be paid to the independent accountant;

. the independent accountant's process for internal review of
accounting judgments and quality control procedures, including an
examination of those issues with which the national office of the
independent accountant was consulted by the Corporation's audit team;
and

B-3

. the independent accountant's peer review process.

The Audit Committee and the Board have the ultimate authority and
responsibility to select, evaluate, and where appropriate, replace the
outside auditor. The Audit Committee should participate in the planning
and staffing of the audit each year and changes in key personnel on the
audit team should be approved by the Audit Committee. The Audit
Committee should also evaluate annually whether to adopt a policy to
rotate independent accountants on a regular basis. The independent
accountants shall report directly to the Audit Committee. The
independent accountants are ultimately accountable to the Audit
Committee and the entire Board for such accountants' review of the
financial statements and controls of the Corporation. On an annual
basis, the Audit Committee should review and discuss with the
accountants all significant relationships the accountants have with the
Corporation to ensure the accountants' independence.

9. Oversee the independence of the accountants by:

. receiving from the accountants, on a periodic basis, a formal written
statement delineating all relationships between the accountants and
the Corporation consistent with Independence Standards Board Standard
No. 1 ("ISB 1");

. reviewing, and actively discussing with the Board, if necessary, and
the accountants, on a periodic basis, any disclosed relationships or
services between the accountants and the Corporation or any other
disclosed relationships or services that may impact the objectivity
and independence of the accountants;

. preapproving all auditing services and permitted non-audit services
to be performed for the Corporation by the independent accountants,
subject to the de minimus exceptions for non-audit services described
in Section 10A(i)(1)(B) of the Exchange Act which are approved by the
Audit Committee prior to the completion of the audit;

. reviewing and advising the Board in connection with any proposed
hiring by the Corporation of any employee of the independent
accountants who has worked on the Corporation's account; and

. recommending, if necessary, that the Board take certain action to
satisfy itself of the auditor's independence.

10. Ensure the rotation of the lead (or coordinating) audit partner having
primary responsibility for the audit and the audit partner responsible
for reviewing the audit as required by law.

Financial Reporting Process

11. In consultation with the independent accountants and the internal
auditors, review the integrity of the Corporation's financial reporting
processes, both internal and external.

12. Review on an annual basis the performance of the internal auditors and
make recommendations to the Board regarding the appointment, termination
or replacement of the internal auditors.

13. Consider and approve, if appropriate, major changes to the Corporation's
auditing and accounting principles and practices as suggested by the
independent accountants, management, or the internal auditing department.

14. Establish regular systems of reporting to the Audit Committee by each of
management, the independent accountants and the internal auditors
regarding any significant judgements made in management's preparation of
the financial statements, any significant difficulties encountered
during the course of the review or audit, including any restrictions on
the scope of work or access to required information, or any significant
accounting issue that arises.

B-4

15. Review the reports to management prepared by the internal auditors and
any responses from management.

16. Review any significant disagreement among management and the independent
accountants or the internal auditing department in connection with the
preparation of the financial statements. The Audit Committee shall be
responsible for the resolution of such disagreements.

17. Periodically meet with management to review the Corporation's major
financial risk exposures and understand the steps management has taken
to control such risks.

18. Review disclosures made by the Corporation's Chief Executive Officer and
Chief Financial Officer during their certification process for the Form
10-K and 10-Q regarding any significant deficiencies in the design or
operation of internal controls or material weaknesses therein and any
fraud involving management or other employees who have a significant
role in the Corporation's internal controls.

Legal Compliance/General

19. Review, with the Corporation's counsel, any legal matter that could have
a significant impact on the Corporation's financial statements and any
material reports or inquiries received from regulators or governmental
agencies.

20. Participate in the preparation of the report of the Audit Committee
required by the rules of the Securities and Exchange Commission to be
included in the Corporation's annual proxy statement.

21. Obtain assurance from the independent accountants that the Corporation's
annual audits have been conducted in accordance with Section 10A of the
Exchange Act.

22. Review and consider the adequacy of the Corporation's policies on
related party transactions and establish regular systems for the
reporting of such transactions to the Audit Committee.

23. Establish procedures for the receipt, retention and treatment of
complaints received by the Corporation regarding accounting, internal
accounting controls or auditing matters, and the confidential, anonymous
submission by employees of concerns regarding questionable accounting or
auditing matters.

24. Report to the Board on the outcome of all meetings of the Audit
Committee.

25. Maintain minutes or other records of meetings and activities of the
Audit Committee.

V. LIMITATION OF THE AUDIT COMMITTEE'S ROLE

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements and disclosures are
complete and accurate and are in accordance with generally accepted accounting
principles and applicable rules and regulations. These are the responsibilities
of management and the independent accountants.

* * *

Last updated: March 13, 2003

B-5

TO THE HOLDERS OF
COMMON STOCK OF
AsiaInfo Holdings, Inc.

The Bank of New York, (the "transfer agent"), has received advice that the
2003 Annual Meeting of stockholders of AsiaInfo Holdings, Inc. (the "Annual
Meeting") will be held at 4th Floor, Zhongdian Information Tower, 6
Zhongguancun South Street, Haidian District, Beijing, PRC, on April 18,
2003, at 2:00 p.m., local time, for the purposes set forth in the enclosed
Notice of Meeting.

The attached proxy is being solicited by the Board of Directors of
AsiaInfo. If you are desirous of having the individuals named in the
attached proxy card vote your common stock for or against the proposals or
any of them, at the Annual Meeting, kindly execute and forward to the
transfer agent the attached proxy. The enclosed postage paid envelope is
provided for this purpose. This proxy should be executed in such manner as
to show clearly whether you desire the individuals named in the attached
proxy card to vote for or against the proposals or any of them, as the case
may be. The proxy MUST be forwarded in sufficient time to reach the
transfer agent before 4:00 p.m., New York time, Thursday, April 17, 2003.
Only the registered holders of record at the close of business on February
28, 2003 will be entitled to execute the proxy.

Due to the limited amount of time available before the proxy deadline, the
proxy can be faxed (with the original to follow by mail) to the transfer
agent at +1(212) 815-4219.

The Bank of New York.

Date: March 21, 2003

--------------------------------------------------------------------------------

AsiaInfo Holdings, Inc.

2003 ANNUAL MEETING OF STOCKHOLDERS, APRIL 18, 2003.

The undersigned stockholder(s) of AsiaInfo Holdings, Inc., a Delaware
corporation, hereby acknowledge(s) receipt of the Notice of 2003 Annual Meeting
of stockholders and Proxy Statement, each dated March 21, 2003, and hereby
appoint(s) Adams Lin, Ying Han and each of them, proxies and attorneys-in-fact,
with full power of substitution, on behalf and in the name of the undersigned,
to represent the undersigned at the 2003 Annual Meeting of stock-holders of
AsiaInfo Holdings, Inc., to be held on April 18, 2003 at 2:00 p.m., local time,
at 4th Floor, Zhongdian Information Tower, 6 Zhongguancun South Street, Haidian
District, Beijing, PRC and at any adjournment or adjournments thereof, and to
vote all shares of common stock which the under-signed would be entitled to vote
if then and there personally present, on the matters set forth on the reverse
side.

This form of proxy must be signed by you or your attorney duly authorized
in writing or, in the case of a corporation, must either be under its common
seal or under the hand of an officer or attorney duly authorized.

In order to be valid, this form of proxy with the power of attorney or
other authority, if any under which it is signed, must be deposited with the
transfer agent no later than 4:00 p.m., New York time, on Thursday, April 17,
2003 in order to be counted in the Annual Meeting on April 18, 2003. You may
also vote your shares in person at the Annual Meeting. Due to the limited amount
of time available before the proxy deadline, the completed proxy can be faxed
(with the original to follow by mail) to the transfer agent, at +1(212)
815-4219.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

To change your address If you have any comments ASIAINFO HOLDINGS, INC.
please mark this box please mark this box. P.O. BOX 11169
------------------------ ---------------------------- NEW YORK,
------------------------ ---------------------------- N.Y. 10203-0169
(Continued and to be dated and signed on the reverse side.)

VOTE BY TELEPHONE OR THE INTERNET
AsiaInfo
Holdings, Inc. 24 Hours a Day - 7 Days a Week
Save your Company money - It's Fast and Convenient

There are Three Ways to Vote Your Proxy

TELEPHONE INTERNET MAIL
--------- -------- ----
1-866-593-3363 https://www.proxyvotenow.com/asi
OR
o Use any touch-tone telephone. o Go to the website address listed o Vote, sign and date your proxy
o Have your Proxy Form in hand. above. card.
o Enter your Control Number OR o Have your Proxy Form in hand. OR o Detach the card from the Proxy
located in the box below. o Enter your Control Number located Form.
o Follow the simple recorded in the box below. o Return the card in the postage-paid
instructions. o Follow the simple instructions. envelope provided.

Your telephone or Internet vote
authorizes the named proxies to vote
your shares in the same manner as if
you marked, signed and returned the
proxy card. If you have submitted your
proxy by telephone or the Internet
there is no need for you to mail back
your proxy.

CONTROL NUMBER FOR
TELEPHONE OR INTERNET VOTING

1-866-593-3363
CALL TOLL-FREE TO VOTE

DETACH PROXY CARD HERE IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET

--------------------------------------------------------------------------------

[ ] PLEASE VOTE, DATE, SIGN, [x]
AND RETURN PROMPTLY IN Votes must be indicated
THE RETURN ENVELOPE. (x) in Black or Blue ink.

1. Election of Director THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1, 2 AND 3. FOR AGAINST ABSTAIN

FOR WITHHOLD
ALL [ ] FOR ALL [ ] EXCEPTIONS [ ] 2. Proposal to ratify the appointment of Deloitte [ ] [ ] [ ]
Touche Tohmatsu as AsiaInfo's independent
auditors for fiscal year 2003.

Nominee: 01-James Ding; 02-Alan D. Bickell and 3. Proposal to approve the AsiaInfo Holdings, Inc. [ ] [ ] [ ]
03-Steve Chang (INSTRUCTIONS: To withhold 2002 Stock Option Plan.
authority to vote for any nominee, mark the
"Exceptions" box and write the nominee's name in
the space provided below.)

* Exceptions ----------------------------------- The shares represented by this proxy when properly executed will be voted in
the manner directed herein by the undersigned stockholder(s). IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2 AND 3. If any other matters
properly come before the meeting, the persons named in this proxy will vote
in their discretion, provided that they will not vote in the election of
directors for persons for whom authority to vote has been withheld.

S C A N L I N E

PLEASE SIGN exactly as your name appears at left. Joint owners should each
sign. Executors, administrators, trustees, etc. should so indicate when
signing. If signer is a corporation, please sign full name by duly authorized
officer.

Date Share Owner sign here Co-Owner sign here