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SCHEDULE 14A
(RULE 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
-------------------------
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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(4) Date Filed:
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[AsiaINFO LOGO]
ASIAINFO HOLDINGS, INC.
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 17, 2001
-------------------------
March 16, 2001
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 Tuesday, April 17, 2001 at 10:00 a.m., local time,
at the Palo Alto Room, 5201 Great American Parkway, Santa Clara, California, for
the following purposes:
1. To elect two directors to serve for three-year terms to expire at the
2004 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, 2001; and
3. 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, 2000 are
being distributed on or about March 16, 2001. The foregoing items of business
are more fully described in the proxy statement.
Stockholders of record at the close of business on March 1, 2001 are entitled to
notice of and to vote at the meeting and any adjournment thereof. A list of
these stockholders will be available for inspection during ordinary business
hours at our regional office, at 5201 Great American Parkway, Suite 429, Santa
Clara, California, from April 7 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
President and Chief Executive Officer
March 16, 2001
Beijing, PRC
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ASIAINFO HOLDINGS, INC.
4th Floor, Zhongdian Information Tower
6 Zhongguancun South Street
Haidian District
Beijing 100086, PRC
-------------------------
PROXY STATEMENT
2001 ANNUAL MEETING OF STOCKHOLDERS
-------------------------
This proxy statement and accompanying proxy are being mailed to stockholders on
or about Friday, March 16, 2001, in connection with the solicitation of proxies
by the Board of Directors (the "Board") of AsiaInfo Holdings, Inc., a Delaware
corporation ("AsiaInfo" or the "Company"), for use at the Annual Meeting of
stockholders (the "Annual Meeting") to be held on Tuesday, April 17, 2001 at
10:00 a.m., local time, at the Palo Alto Room, 5201 Great American Parkway,
Santa Clara, California, 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 March 1, 2001 (the "Record
Date") are entitled to notice of and to vote at the annual meeting. At the
Record Date, 41,019,690 shares of AsiaInfo's common stock ("Common Stock") were
issued and outstanding and held of record by approximately 183 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) 1-800-481-9825. Internet voting can be accessed by logging on to the
following Internet address: (http://proxy.shareholder.com/asia). 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 their 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 and
2. 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 Hongmei Li, Corporate Secretary of
AsiaInfo, at the Company's principal executive offices.
YOUR VOTE IS IMPORTANT. ACCORDINGLY, REGARDLESS OF WHETHER YOU PLAN TO ATTEND
THE 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.
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In the event that any matter not described in this Proxy Statement properly
comes before the Annual Meeting, the proxyholders 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 this 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 meeting. The inspector of election appointed
for the meeting will determine the existence of a quorum and will tabulate the
votes cast at the 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 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 meeting from time to time, without notice other
than announcement at the 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 regular 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 $4,000
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.
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TABLE OF CONTENTS
Matters to be Considered at the Annual Meeting.............. 4
Proposal No. 1: Election of Directors....................... 4
General................................................... 4
Nominees for Class II Directors........................... 4
Board Meetings and Committees............................. 5
Director Compensation..................................... 5
Vote Required............................................. 5
Recommendation of the Board............................... 5
Proposal No. 2: Ratification of Appointment of Independent
Auditors.................................................. 6
General................................................... 6
Audit Fees................................................ 6
Financial Information Systems Design and Implementation
Fees................................................... 6
All Other Fees............................................ 6
Recommendation of the Board............................... 6
Management.................................................. 7
Executive Officers........................................ 7
Executive Compensation...................................... 9
Summary Compensation Table................................ 9
Option Grants in Last Fiscal Year......................... 9
Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Option Values................................. 10
Employment Agreements..................................... 10
Pension Plans............................................. 11
Compensation Committee Report............................... 11
Compensation Philosophy and Review........................ 11
Policy regarding Section 162(m) of the U.S. Internal
Revenue Code........................................... 12
Base Salaries............................................. 12
Long-Term Equity Incentives............................... 12
Other Compensation........................................ 12
Chief Executive Officer Compensation...................... 13
Audit Committee Report...................................... 13
Compensation Committee Interlocks and Insider
Participation............................................. 14
Certain Relationships and Related Transactions.............. 15
Transactions with China Netcom............................ 15
Other..................................................... 16
Stock Price Performance..................................... 16
Security Ownership of Certain Beneficial Owners and
Management................................................ 17
Section 16(a) Beneficial Ownership Reporting Compliance..... 18
Deadline for Receipt of Shareholder Proposals............... 18
Other Matters............................................... 18
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MATTERS TO BE CONSIDERED AT
THE ANNUAL MEETING
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
GENERAL
The Bylaws of AsiaInfo provide that the authorized number of directors shall
consist of no less than three nor more than nine directors. There are presently
seven directors divided into three classes: Class I, Class II and Class III.
Each class has a three year term. Messrs. James Ding and Alan Bickell are Class
I directors whose term will expire at the 2003 annual meeting; Messrs. Patrick
Keen and Louis Lau are Class II directors, whose term will expire at the 2001
annual meeting; and Messrs. Edward Tian, Chang Sun and Michael Zhao are Class
III directors whose term will expire at the 2002 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. It is not expected that any nominee will be
unable or will decline to serve as a director. 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 earlier resignation or removal. The
directors elected this year should continue in office until the 2004 annual
meeting. There is no family relationship between any director and any other
director or executive officer of AsiaInfo.
NOMINEES FOR CLASS II DIRECTORS
Certain information regarding the nominees is set forth below:
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
--------------- --- -------------------- --------------
Louis Lau..................... 65 President, Louis Lau Investments 1993
Patrick L. Keen............... 51 Partner, ChinaVest Group 1999
LOUIS LAU has served as our Chairman of the Board since the inception of
AsiaInfo. 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 1970. 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 both the Trade Finance Committee and the International Trade Advisory
Council 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.
PATRICK L. KEEN has served as member of the board of directors of AsiaInfo since
January 1999. Mr. Keen is a partner of the ChinaVest Group and has been with the
firm since 1981. He received both a bachelor's and master's degree in Business
Administration from the University of Texas at Austin.
For information on our Class I and Class III directors, please see the
Management Section beginning on page 7 of this proxy statement.
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BOARD MEETINGS AND COMMITTEES
The Board held four regular meetings during the fiscal year ended December 31,
2000, and acted seven times by unanimous written consent. The Board has an audit
committee, a compensation committee and a finance committee. The Board does not
have a nominating committee.
AUDIT COMMITTEE COMPENSATION COMMITTEE FINANCE COMMITTEE
--------------- ---------------------- -----------------
Alan D. Bickell Chang Sun
Patrick L.
Keen
Patrick L. Keen Alan Bickell
Alan D.
Bickell
Chang Sun
Louis Lau
The Audit Committee. The audit committee currently consists of Messrs. Keen
(Chair), Bickell and Lau, all independent directors. The audit committee held
four 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 currently consists of
Messrs. Bickell (Chair), Keen and Sun. The compensation committee held four
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 consists of Messrs. Sun (Chair)
and Bickell. The finance committee held two meetings during the last fiscal
year. The finance committee makes recommendations to the Board with respect to
AsiaInfo's capital position and financing requirements.
During the year 2000, 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 director or committee member, respectively.
DIRECTOR COMPENSATION
In 2000, each non-executive director was entitled to receive a sum of $1,000 in
lieu of expenses for each meeting he attended. However, in April 2000 we amended
our policy regarding non-executive director compensation. Beginning in 2001, in
addition to compensation for travel expenses, non-executive directors are
entitled to receive annual retainers of $10,000 and a fee of $1,000 for each
board meeting attended. However, the non-executive directors have waived their
rights to receive the $10,000 annual retainers for 2001. The new policy also
provides for the grant of stock options to 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 will vest quarterly. Each year,
we will 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" election of each of the
nominees listed above.
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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, 2001, and recommends that stockholders vote for
ratification of this appointment. Deloitte Touche Tohmatsu has audited
AsiaInfo's financial statements since its inception in 1993. Representatives of
Deloitte Touche Tohmatsu are expected to be present at the 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 Bylaws 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, 2000, and for the reviews of the financial statements
included in the Company's Quarterly Reports on Form 10-Q for that fiscal year
were $269,000.
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, 2000.
ALL OTHER FEES
The aggregate fees billed by Deloitte Touche Tohmatsu for tax consulting and
other non-audit services, during the fiscal year ended December 31, 2000, were
$855,000.
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, 2001.
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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................................ 65 Chairman of the Board and Board Member
James Ding............................... 35 President, Chief Executive Officer and
Board Member
Michael Zhao............................. 35 Senior Vice President, General Manager
for Network Solutions and Board Member
Alan D. Bickell.......................... 64 Board Member
Patrick L. Keen.......................... 51 Board Member
Chang Sun................................ 44 Board Member
Edward S. Tian........................... 37 Board Member
EXECUTIVE OFFICERS AGE POSITION
------------------ --- --------
James Ding............................... 35 President and Chief Executive Officer
Ying Han................................. 46 Executive Vice President and Chief
Financial Officer
Michael Zhao............................. 35 Senior Vice President and General Manager
for Network Solutions
Steve Zhang.............................. 37 Senior Vice President and General Manager
for Software Products
Fan Bao.................................. 30 Chief Strategy Officer and Senior Vice
President for Business Development
For a biographical summary of Patrick Keen and Louis Lau, see the section headed
"Election of Directors" on page 4 of this proxy statement.
JAMES DING has served as our Chief Executive Officer since May 1999 and has been
a member of the Board 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.
CHANG SUN has served as member of the board of directors of AsiaInfo since
December 1997. Mr. Sun has been a Managing Director of Warburg, Pincus since
1995. 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 Institute, a
Master of Science 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.
ALAN D. BICKELL has served as member of the Board since March 1999. Mr. Bickell
retired in November 1999 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. and Junior
Achievement International. In 1998 he 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.
EDWARD S. TIAN has served as member of the board of directors of AsiaInfo since
our inception. Dr. Tian is the President and CEO of China Netcom, a position he
has held since June 1999. Prior to joining China Netcom, he and James Ding
co-founded AsiaInfo in Dallas, Texas in 1993 and Dr. Tian served as
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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) and their Finance Manager from 1993
to 1996. Ms. Han received an undergraduate degree in Western Accounting from
Xiamen University in 1985.
MICHAEL ZHAO is a member of the board of directors and has been our Senior Vice
President and General Manager for Network 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.
STEVE ZHANG is Senior Vice President and General Manager for Software Products.
He served as Vice President for software between December 1999 and 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 Technology, Inc. and Sun Microsystems.
From September 1997 to June 1999, he was a development manager and senior
development manager at Hyperion Solution, 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 Senior Vice President for Business Development and Chief Strategy
Officer, responsible for origination, structuring and execution of acquisitions,
joint ventures, strategic alliance 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.
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EXECUTIVE COMPENSATION
The following table sets forth the compensation earned for services rendered to
AsiaInfo in all capacities for the fiscal year ended December 31, 2000, by
AsiaInfo's Chief Executive Officer and its four next most highly compensated
executive officers for the fiscal year ended December 31, 2000 (collectively,
the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
----------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS (#) COMPENSATION(1) ($)
--------------------------- ---------- --------- ---------------- ------------ -------------------
James Ding, President and
Chief Executive
Officer.................. 145,000 31,598 24,000 - 14,412
Q.D. Wang, President(2).... 150,000 100,000 - 180,000 192
Ying Han, Executive Vice
President and Chief
Financial Officer........ 148,795 40,531 12,853 55,000 4,525
Michael Zhao, Senior Vice
President and General
Manager, Network
Solutions................ 145,000 31,598 24,000 - 14,352
Steve Zhang, Senior Vice
President and General
Manager, Software
Products................. 130,000 36,000 24,000 180,000 11,232
---------------
(1) This compensation consists of contributions by the Company for pension, life
insurance and health insurance benefits.
(2) Q.D. Wang left the position of President of AsiaInfo on December 31, 2000.
He will continue to serve as a consultant to AsiaInfo until April 30, 2001.
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, 2000. In accordance with the rules of the Securities and Exchange
Commission (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 future stock price. Actual gains, if any, on
stock option exercises will be dependent on the future performance of the Common
Stock.
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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........... - - - - - -
Q.D. Wang............ 180,000(1) 5.4 24.00 2/17/2010 2,716,825 6,884,968
Ying Han............. 55,000(1) 1.7 24.00 2/17/2010 830,141 2,103,740
Michael Zhao......... - - - - - -
Steve Zhang.......... 60,000(1) 1.8 24.00 2/17/2010 905,608 2,294,989
120,000(2) 3.6 12.44 11/1/2010 938,814 2,379,139
---------------
(1) Stock options vest on an annual schedule of 20%, 20%, 30% and 30% beginning
on February 17, 2001. The date of each grant was February 17, 2000, which
was before the date of AsiaInfo's initial public offering. As a result, the
potential realizable values of the stock options are calculated using a
price of $24.00 per share, AsiaInfo's initial public offering price, as the
value of AsiaInfo's Common Stock on the grant date.
(2) 25% of the stock options vest on each of the first and second anniversaries
of the grant date, November 1, 2000. Beginning on March 31, 2003, 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 midpoint between the high and low trading prices of AsiaInfo's
Common Stock on November 1, 2000, $12.44 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, 2000. The numbers in the columns entitled "Value Realized"
and "Value of Unexercised In-the-Money Options at December 31, 2000" are based
on the fair market value of our Common Stock on December 31, 2000, $9.375, less
the exercise price payable for such shares.
FISCAL YEAR END OPTION VALUES
------------------------------------------------------------------------------------------
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED DECEMBER 31, 2000 (#) DECEMBER 31, 2000 ($)(2)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE (#) REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ --------------- ----------- ------------- ----------- -------------
James Ding........... - - 1,150,000 - 6,911,750 -
Q.D. Wang............ - - 40,000 340,000 71,000 284,000
Ying Han............. 34,000 343,375 51,000 295,000 203,875 1,045,000
Michael Zhao......... - - 400,000 - 2,240,000 -
Steve Zhang.......... - - 24,000 276,000 42,600 170,400
---------------
(1) This value is based on the closing market price of AsiaInfo's Common Stock
on the date of exercise, 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 Network Solutions, and Steve Zhang, our Senior Vice President and
General Manager for Software Products, which provide for annual base salaries of
$145,000,
10
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$148,795, $145,000, and $130,000, respectively. The agreements terminate on May
26, 2001, July 1, 2001, January 4, 2003 and November 4, 2001, 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
senior 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. In
addition, the employee will have 120 days to exercise his or her vested options.
Unvested options are forfeited. 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 the Named Executive Officers has entered into a non-compete agreement
with AsiaInfo, pursuant to which they are prevented from engaging in any
commercial activities in competition with AsiaInfo for two years after the
termination of their employment with AsiaInfo. In addition, they are required to
disclose all their patent and copyright applications to AsiaInfo during their
employment with AsiaInfo and within one year after the termination of their
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
"Plan"). The Plan covers employees who have worked at AsiaInfo for at least six
months. The Company makes monthly contributions under the Plan in amounts equal
to five percent of each covered employee's monthly salary. The contributions are
deductible to the Company and are not taxable to the employees. Withdrawals are
taxable as ordinary income, and withdrawals before age 59 1/2 may be subject to
tax penalties.
In 2000, the Company contributed approximately $70,648 to all the employees
covered by the Plan. With respect to the Named Executive Officers, AsiaInfo
contributed approximately $6,020 to James Ding, $6,225 to Michael Zhao and
$3,075 to Steve Zhang.
COMPENSATION COMMITTEE REPORT
The compensation committee currently consists of Messrs. Bickell (Chair), Keen
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, 2000. 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, or the Securities Exchange Act of 1934, as amended (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 Internet software and computer
networking marketplaces. Executive compensation currently consists of a base
salary, long-term equity incentives, and other compensation and benefit programs
generally available to other employees.
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POLICY REGARDING SECTION 162(M) OF THE U.S. INTERNAL REVENUE CODE
Section 162(m) of the Internal revenue Code of 1986, as amended (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. 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. Because the receipt of value by an executive
officer under a stock option is dependent upon an increase in the price of
AsiaInfo's Common Stock, this portion of the executives' compensation is aligned
with an increase in stockholder value. 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 2000, the compensation
committee recommended (and the full Board granted) stock option grants for the
Named Executive Officers of an aggregate of 415,000 shares. These options vest
according to the schedules described in the table detailing the stock options
granted to the Named Executive Officers on page 10 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.
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CHIEF EXECUTIVE OFFICER COMPENSATION
James Ding is 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
Patrick L. Keen
Chang Sun
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. Keen (Chair), Bickell and Lau, all independent
directors.
The audit committee has reviewed and discussed the audited financial statements
for the fiscal year ended December 31, 2000, 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 Independence Standards Board No. 1 (Independence
Discussions with Audit Committees) and has discussed with the independent
auditors their independence. The audit committee has also considered whether the
independent auditors' provision of non-audit services is compatible with
maintaining the auditors' independence. The Board adopted the written charter of
the audit committee in November, 1999.
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, 2000 be included in the Company's Annual Report
on Form 10-K.
SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Patrick L. Keen
Alan D. Bickell
Louis Lau
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Keen, Sun and Bickell served as members of the compensation committee of
our Board during 2000. None of these individuals was an officer or employee of
AsiaInfo during 2000. 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. See the section headed "Certain Relationships and Related
Transactions" on page 14 for a description of a transaction between AsiaInfo and
ChinaPalmInfo Holdings Co., Ltd. in which ChinaVest V LLC, a limited liability
company in which Mr. Keen serves as a principal, had an indirect interest.
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.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH CHINA NETCOM
Edward Tian has served as a member of the Board of AsiaInfo since our inception
and is the beneficial owner of approximately 15.7% of our Common Stock. In June
1999, he became President and Chief Executive Officer of China Netcom
Corporation ("China Netcom"). 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 Telecommunications
Corporation, China United Telecommunications Corporation and China Mobile
Communications Corporation, China Netcom 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 has entered into contracts with
AsiaInfo for systems integration and software products. In 2000, those
agreements included the following:
- In January 2000, we entered into a contract with China Netcom to design and
build China's third national Internet backbone, CNCNET. CNCNET will be the
first nation-wide IP (Internet Protocol) over DWDM (Dense Wavelength Division)
broadband Internet backbone in China and is expected to support a wide range
of Internet-based voice, image, fax and data communications services and value
added services. In addition to the construction of the backbone, we will
support the network's customer management and billing needs with our Internet
customer management and billing software, AsiaInfo Online Billing System
("AIOBS"). Our expected revenues from this contract, net of hardware costs,
are $5.4 million.
- In January and May 2000, we entered into agreements to provide China Netcom
with products and services in connection with its IP telephony project. This
project will reach 100 major cities in China, covering an estimated eight
million pre-paid card users. AIOBS will support all of the Internet services
provided by China Netcom, including IP telephony, fax, 800 number service,
virtual private networks and voice-mail boxes. Our expected revenues from
these contracts, net of hardware costs, are $1.2 million in the aggregate.
- In September 2000, we entered into a contract to provide China Netcom with
Internet Data Center billing functionality through our AIOBS software
platform. The software will allow China Netcom to support thousands of IDC
users at a number of locations, as well as the flexibility to implement a
differentiating pricing scheme. Our expected revenues from this contract, net
of hardware costs, are approximately $50,000.
- In August and September 2000, we entered into agreements with China Netcom to
provide products and services in connection with the build-out of two
metropolitan networks, the first in Shanghai and the second in Beijing. Our
expected revenues from these contracts, net of hardware costs, are $12.9
million in the aggregate.
- In October 2000, we entered into an agreement to provide China Netcom with our
wireless and long-distance telephony customer management and billing software,
AsiaInfo Billing and Customer Care System. Our expected revenues from this
contract are approximately $1.3 million, all of which constitute software
license fees.
- In addition to the above agreements, we entered into five supplementary
equipment agreements with China Netcom during 2000. Our expected revenues from
these contracts, net of hardware costs, are approximately $830,000 in the
aggregate.
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 in the current fiscal year and
future fiscal years.
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OTHER
On January 17, 2001, AsiaInfo purchased a convertible promissory note in the
principal amount of $750,000 from ChinaPalmInfo Holdings Co., Ltd.
("ChinaPalmInfo"), an early-stage information technology company based in
Beijing, China. At the time of AsiaInfo's purchase of the convertible note,
ChinaVest V LP held a convertible promissory note issued by ChinaPalmInfo in a
principal amount of $500,000. Patrick L. Keen, a member of our Board, is a
partner of the ChinaVest Group and a principal of ChinaVest V LLC, the general
partner of ChinaVest V LP. Our purchase of a convertible promissory note from
ChinaPalmInfo was an arms-length, negotiated transaction, and Mr. Keen did not
participate in the negotiation or approval of the transaction.
STOCK PRICE PERFORMANCE
The following graph shows a comparison of cumulative total stockholder returns
for AsiaInfo's Common Stock, the JP Morgan H&Q Technology Index and the Nasdaq
Stock Market Index for U.S. and foreign companies. 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.
GRAPH
THE NASDAQ STOCK
JPMORGAN H&Q MARKET (U.S. AND FOREIGN
ASIAINFO HOLDINGS, INC. TECHNOLOGY INDEX COMPANIES)
----------------------- ---------------- ------------------------
03/2/00 100.00 100.00 100.00
05/9/00 164.58 73.78 74.92
07/3/00 189.58 83.87 83.63
09/1/00 133.08 91.99 88.43
11/1/00 52.87 73.08 69.53
12/29/00 39.06 52.86 51.44
(1) The graph is based on an initial stock price of $24 per share, the price at
which AsiaInfo's 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.
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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 March 11, 2001 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
NAME OF BENEFICIAL OWNER(1) BENEFICIALLY HELD(2) PERCENT 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 19.6%
ChinaVest IV, L.P.(4).................................. 4,127,516
ChinaVest IV-A, L.P.(4)................................ 475,147
ChinaVest IV-B, L.P.(4)................................ 196,779
c/o ChinaVest Ltd.
Dina House, 19/F,
11 Duddell Street Central,
Hong Kong
Subtotal............................................. 4,799,442 11.7%
Intel Pacific, Inc..................................... 2,630,425 6.4%
Mailstop RN6-46
2200 Mission College Blvd.
Santa Clara, California 95052
James Ding(5).......................................... 6,103,108 14.5%
Fan Bao................................................ 52,500 *
Alan D. Bickell(6)..................................... 133,000 *
Chang Sun(7)........................................... - -
Steve Zhang............................................ 46,000 *
Ying Han............................................... 62,000 *
Michael Zhao(8)........................................ 855,880 2.1%
Louis Lau.............................................. 1,959,029 4.8%
Patrick L. Keen(10).................................... - -
Edward S. Tian(11)..................................... 6,730,208 15.7%
All directors and executive officers as a group (10
persons)............................................. 15,941,725 35.8%
* Less than one percent of the outstanding common stock.
(1) Unless otherwise noted above, the address for each of the officers and
directors 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 principal stockholders of AsiaInfo and on any 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 March 11, 2001 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.
17
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(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) Includes 1,200,000 shares held by AIFF Associates LLC, a Delaware limited
liability company of which Mr. Ding is a member; 1,420,000 in a GRAT Trust
for the benefit of Nina Ding, Mr. Ding's wife; 1,420,000 in a GRAT Trust
formed for the benefit of Mr. Ding and his family; and 6,000 shares in the
Rene Z. Ding Trust, a revocable trust formed for the benefit of Rene Z.
Ding, Mr. Ding's daughter.
(6) Includes 95,000 shares held by the Alan D. Bickell Family Trust.
(7) 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.
(8) Includes 34,090 shares held by Mr. Zhao's son, Christopher Zhao.
(10) Mr. Keen, a director of AsiaInfo, is a partner of the ChinaVest Group and
a director of ChinaVest Ltd.
(11) Includes 1,200,000 shares held by AIFF Associates LLC, a Delaware limited
liability company of which Dr. Tian is a member; 651,210 shares held in
the S.T. China 2000 Qualified Grantor Retained Annuity Trust for the
benefit of Dr. Tian and his family; 651,210 shares held in the Q.K. 2000
Qualified Grantor Retained Annuity Trust for the benefit of Dr. Tian and
his family; and 4,000 shares held in a revocable trust for the benefit of
Dr. Tian's daughter, Stephanie Tian.
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 ten percent (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, 2000, all reporting persons complied with Section 16(a)
filing requirements, except that Mr. Ding was late in reporting a transaction
that occurred on August 30, 2000.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Stockholder proposals which are intended to be presented by such stockholders at
AsiaInfo's 2002 Annual Meeting of stockholders must be received by the Secretary
of AsiaInfo at the Company's principal executive offices no later than November
16, 2001, 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 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 30, 2002.
OTHER MATTERS
The Board knows of no other matters to be submitted to the meeting. If any other
matters properly come before the 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.
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To the extent that this proxy statement is incorporated by reference into any
other filing by AsiaInfo under the Securities Act of 1933, as amended, or the
Exchange Act, the sections of this proxy statement entitled "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 16, 2001
Beijing, PRC
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-------------- -----------------------------------------------------------
VOTE BY TELEPHONE OR THE INTERNET
ASIAINFO 24 HOURS A DAY -- 7 DAYS A WEEK
HOLDINGS, INC. SAVE YOUR COMPANY MONEY -- IT'S FAST AND CONVENIENT
-----------------------------------------------------------
------------- THERE ARE THREE WAYS TO VOTE YOUR PROXY
TELEPHONE INTERNET MAIL
--------- -------- ----
800-481-9825 HTTP://PROXY.SHAREHOLDER.COM/ASIA
- Use any touch-tone telephone. - Go to the website address listed - Vote, sign and date your proxy
above. card.
- Have your Proxy Form in hand. OR OR
- Enter your Control Number located - Have your Proxy Form in hand. - Detach the card from the Proxy
in the box below. Form.
- Follow the simple recorded - Enter your Control Number located - Return the card in the postage-paid
instructions. in the box below. envelope provided.
- Follow the simple instructions.
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.
800-481-9825
CALL TOLL-FREE TO VOTE
----------------------------------------
CONTROL NUMBER
FOR TELEPHONE/INTERNET VOTING
----------------------------------------
DETACH PROXY CARD HERE IF YOU ARE VOTING BY MAIL
--------------------------------------------------------------------------------
---------
---------
THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1 AND 2.
1. Election of Director FOR the nominees [X] WITHHOLD AUTHORITY to vote [X] *EXCEPTIONS [X]
listed below for the nominees listed below
Nominee: 01-Louis Lau and 02-Patrick L. Keen
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEE, MARK THE
"EXCEPTIONS" BOX AND WRITE THE NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
*Exceptions
--------------------------------------------------------------------
2. Proposal to ratify the appointment of Deloitte Touche Tohmatsu The shares represented by this proxy when properly executed
as AsiaInfo's independent auditors for fiscal year 2001. 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 AND 2. If any other matters
properly come before the meeting, the persons named in this
FOR [X] AGAINST [X} ABSTAIN [X} 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.
CHANGE OF ADDRESS AND [X]
OR COMMENTS MARK HERE
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. Address change?
Mark box and indicate change above.
Dated: 2001
-------------------------------,
-------------------------------------------
Signature
--------------------------------------------------------------------------------
PLEASE DETACH HERE
YOU MUST DETACH THIS PORTION OF THE PROXY CARD BEFORE RETURNING IT IN THE
ENCLOSED ENVELOPE
TO THE HOLDERS OF
COMMON STOCK OF
ASIAINFO HOLDINGS, INC.
The Bank of New York, (the "transfer agent"), has received advice that the 2001
Annual meeting of stockholders of AsiaInfo Holdings, Inc. (the "Annual Meeting")
will be held at 5201 Great American Parkway, the Palo Alto Room, Santa Clara,
California, April 17, 2001, at 10:00 a.m. Pacific Standard 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. Monday, April 16,
2001. Only the registered holders of record at the close of business on March 1,
2001 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)815-6022.
The Bank of New York
Date: March 16, 2001
--------------------------------------------------------------------------------
ASIAINFO HOLDINGS, INC.
[ASIAINFO LOGO]
2001 ANNUAL MEETING OF STOCKHOLDERS APRIL 17, 2001.
The undersigned stockholder(s) of AsiaInfo Holding, Inc., Delaware
corporation, hereby acknowledge(s) receipt of the Notice of 2001 Annual Meeting
of stockholders and Proxy Statement, each dated March 16, 2001, and hereby
appoint(s) Hongmei Li, Ying Han and each of them, proxies and
attorney's-in-fact, with full power of substitution, on behalf and in the name
of the undersigned, to represent the undersigned at the 2001 Annual Meeting of
Stockholders of AsiaInfo Holdings, Inc., to be held April 17, 2001 at 10:00 a.m.
Pacific Standard time, 5201 Great American Parkway, the Palo Alto Room, Santa
Clara, California and at any adjournment or adjournments thereof, and to vote
all shares of common stock which the undersigned 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 Monday, April 16, 2001 in order
to be counted in the Annual Meeting on April 17, 2001. 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)815-6022.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name(s)
appear(s) on the books of the transfer agent.
Joint owners should each sign personally.
Trustees and other fiduciaries should indicate
the capacity in which they sign, and where more
than one name appears, a majority must sign. If ASIAINFO HOLDINGS INC.
a corporation, this signature should be that of P.O. BOX 11169
an authorized officer who should state his or NEW YORK, N.Y. 10203-0169
her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
------------------------- -------------------------