ACQUISITION AGREEMENT

This ACQUISITION AGREEMENT (this “Agreement”), dated as of July 27, 2004, is made and entered into by and between AsiaInfo Holdings, Inc. (“Purchaser”), a corporation organized and existing under the laws of the State of Delaware of the United States, on behalf of itself and the Purchasing Subsidiaries (as defined below), and Lenovo Group Limited () (“Seller”), a company organized and existing under the laws of the Hong Kong Special Administrative Region (“Hong Kong”) of the PRC, on behalf of itself and the Selling Subsidiaries (as defined below).

WHEREAS, Seller and the Selling Subsidiaries own certain properties and assets that are used or held for use in connection with the Business (as defined below); and

WHEREAS, Seller wishes to sell (and cause the Selling Subsidiaries to sell) to Purchaser and the Purchasing Subsidiaries, and Purchaser and the Purchasing Subsidiaries wish to purchase from Seller and the Selling Subsidiaries, the Assets (as defined below) on the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions.

(a) As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Acquisition Agreement, together with the Exhibits and the Seller Disclosure Schedule.

“AsiaInfo Shares” means shares of common stock, par value US$0.01 per share, of Purchaser.

“Base Valuation” means RMB300 million.

“Business” means all of the businesses, assets and properties of Seller and its Subsidiaries that constitute Seller’s IT Services Group (referred to by Seller as IT Fuwu Yewu Qun or IT服务业务群), which consists of (A) the IT consulting services business conducted by Seller through Han Consulting, HMCL or other Selling Subsidiaries, and (B) the IT services businesses conducted by (i) the financial application services division of Seller, (ii) the government application services division of Seller, (iii) the IT system operation services division of Seller and (iv) the Security Services Division, in the case of each of (i), (ii), (iii) and (iv), as conducted through LCSTSL or other Selling Subsidiaries.

“Business Day” means any day other than a Saturday, Sunday or any day on which banks located in the city of Beijing in the PRC or Hong Kong are authorized or required to be closed for the conduct of regular banking business.

“Business Intellectual Property” means, other than the Excluded Intellectual Property, all Intellectual Property that is now, or at the time of the Closing will be, primarily used or held for use in the Business (other than the Telecommunications Applications Services Division and the Insurance IT Services Division), including all the Intellectual Property listed in Section 3.21 (a) of the Seller Disclosure Schedule.

“Business Material Adverse Effect” means any material adverse effect on (i) the business, assets, condition (financial or otherwise), prospects or results of operations of the Business, Assets or Assumed Liabilities or (ii) the ability of the parties to perform their obligations under this Agreement or any Transaction Document in a timely manner or to consummate the transactions contemplated by this Agreement or the Transaction Documents without material delay. In determining whether there has been a Business Material Adverse Effect, any event, circumstance, change or effect shall be considered both individually and together with all other events, circumstances, changes or effects and any event, circumstance, change or effect that reasonably could be expected to result in a Business Material Adverse Effect (individually or together with one or more other events, circumstances, changes or effects) shall be considered a Business Material Adverse Effect. For avoidance of doubt, a Business Material Adverse Effect shall not be deemed to include any material adverse effect solely on the business of the China Weal Group or Lenovo AI.

“China” or “PRC” means the People’s Republic of China. For purposes of this Agreement, “China” or “PRC” shall not include Hong Kong, the Mac au Special Administrative Region of China, and Taiwan.

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