Lenovo Group Ltd – ‘SC 13D/A’ on 2/26/07 re: Asiainfo-Linkage, Inc – EX-10

On:  Monday, 2/26/07, at 5:16pm ET   ·   Accession #:  950127-7-134   ·   File #:  5-60757

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment No. 3                          11     43K 
 2: EX-10       Stock Purchase Agreement                              11     39K 

EX-10   —   Stock Purchase Agreement
Exhibit Table of Contents

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 EXHIBIT F

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of February 
16, 2007, between Lenovo IT Alliance Limited, a British Virgin Islands          
corporation ("Seller") and Fidelity Asia Ventures Fund L.P., a Bermuda limited  
partnership and Fidelity Asia Principals Fund L.P., a Bermuda limited           
partnership (each a "Purchaser" and collectively, "Purchasers").                

WHEREAS, Seller is the beneficial owner of shares of common stock, par value    
USD$0.01 per share (the "Common Stock"), of AsiaInfo Holdings, Inc., a Delaware 
corporation (the "Company"); and                                                

WHEREAS, Seller wishes to sell to Purchasers, and Purchasers wish to purchase   
from Seller, an aggregate of 710,618 shares of Common Stock (as may be adjusted 
equitably to reflect any stock dividends, recapitalizations, stock splits or    
similar transactions, the "Shares") on the terms and subject to the conditions  
set forth herein.                                                               

NOW, THEREFORE, in consideration of the foregoing and the respective agreements,
covenants, representations and warranties hereinafter set forth and other good  
and valuable consideration, the receipt and adequacy of which are hereby        
acknowledged, and intending to be legally bound hereby, the parties hereby agree
as follows:                                                                     

 ARTICLE I
 SALE AND PURCHASE OF SHARES

1.1  Sale and Purchase of Shares.                           

         (a)  At Closing (as defined below) and on the terms set forth herein,
Seller shall sell and deliver to each Purchaser, and each Purchaser shall       
purchase and accept from Seller, all right, title, and interest of Seller in and
to such number of Shares as set forth on Exhibit A hereto, free and clear of all
mortgages, liens, pledges, security interests, charges, and other encumbrances  
("Liens").                                                                      

      (b)  The closing of the purchase and sale of the Shares shall take
place on a date before March 30, 2007 that is mutually agreeable to the parties 
hereto (such date referred to as the "Closing Date") at the offices of Seller in
Hong Kong Special Administrative Region of the People's Republic of China       
("Closing").                                                                    

      1.2  Purchase Price. At Closing, Purchasers shall pay to Seller an
aggregate amount equal to USD$5,684,944 for the Shares, which each Purchaser's  
payment amount specifically set forth on Exhibit A (the "Purchase Price") by    
wire transfer of immediately available funds to a bank account designated in    
writing by Seller.                                                              

       1.3  Deliveries. At Closing, (i) Seller shall deliver to Purchasers
one or more certificates representing the Shares, endorsed in blank or          
accompanied by duly executed assignment documents in form and substance         
acceptable to Purchasers; and (ii) Purchasers shall deliver to Seller the       
Purchase Price in accordance with Section 1.2; provided, however, that in lieu  
of delivering such certificates representing the Shares to                      

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Purchasers at Closing as described in item (i) above, subject to the consent of 
Purchasers, Seller shall, at Closing, deliver the instruction letter to the     
Company's transfer agent (as contemplated by Section 4.1 below) with respect to 
the consummation of the sale and transfer of the Shares as of the Closing Date, 
in which case all right, title, and interest of Seller in and to such Shares    
shall be deemed sold and delivered to Purchasers as of the Closing pursuant to  
this Agreement and such instruction letter, notwithstanding the fact that the   
actual certificates are not delivered to Purchasers at the Closing. In such     
event, the parties acknowledge and agree the actual certificates representing   
the purchased Shares will be issued by the Company's transfer agent to          
Purchasers as soon as reasonably practicable following the Closing Date.        

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchasers as of the date hereof as    
follows:                                                                        

        2.1  Organization. Seller is an organization of the type referred to
in the first paragraph of this Agreement and is duly organized, validly         
existing, and in good standing under the applicable laws of the jurisdictions   
specified.                                                                      

     2.2  Authorization. Seller has the requisite power to execute and
deliver this Agreement and to perform the transactions contemplated hereby to be
performed by it. The execution and delivery by Seller of this Agreement and the 
performance by it of the transactions contemplated hereby to be performed by it 
have been duly authorized by all necessary action on the part of Seller. This   
Agreement has been duly executed and delivered by the duly authorized officer of
Seller and, assuming the due execution and delivery of this Agreement by        
Purchasers, constitutes a valid and binding obligation of Seller, enforceable   
against Seller in accordance with its terms, subject to applicable bankruptcy,  
insolvency, reorganization, moratorium and similar laws affecting creditors'    
rights and remedies generally, and subject, as to enforceability, to general    
principles of equity, including principles of commercial reasonableness, good   
faith and fair dealing (regardless of whether enforcement is sought in a        
proceeding at law or in equity).                                                

        2.3  Consents and Approvals. Except for filings that may be required
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and  
obtaining confirmation of Seller's compliance with the Company's "insider       
trading policy", no consent, approval, waiver, order, or authorization of, or   
registration, declaration, or filing with, or notice to, any federal, state, or 
foreign court or governmental agency, authority, or body or any instrumentality 
or political subdivision thereof ("Governmental Entity") or any other person or 
entity is required to be obtained or made by Seller in connection with the      
execution and delivery of this Agreement by Seller, the performance by Seller of
the transactions contemplated hereby to be performed by it, or the consummation 
of the transactions contemplated hereby.                                        

        2.4  No Conflicts. The execution and delivery of this Agreement does
not, and neither the performance by Seller of the transactions contemplated     
hereby to be performed by it, nor the consummation of the transactions          
contemplated hereby, will,                                                      

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(i) conflict with the constitutional documents of Seller, (ii) conflict with,   
result in any violation of, or constitute a default under any material agreement
to which Seller is a party, or (iii) to Seller's knowledge, violate any law,    
rule, or regulation applicable to Seller.                                       

        2.5  Title to Shares. Seller has good and valid title to the Shares.
Seller is the record and beneficial owner of the Shares, free and clear of all  
Liens. The delivery by Seller to Purchasers of the certificate or certificates  
representing the purchased Shares in accordance with this Agreement will vest   
such Purchaser with good and valid title to the Shares, free and clear of all   
Liens; provided, however, that if the parties agree to consummate the sale and  
transfer of the Shares on the Closing Date without delivery by Seller to        
Purchasers of the actual certificate or certificates representing the purchased 
Shares, Purchaser shall be deemed to have acquired good and valid title to the  
Shares as of the Closing Date pursuant to this Agreement; it being understood   
that, as soon as reasonably practicable following the Closing, Purchasers shall 
receive such certificate or certificates representing the purchased Shares from 
either Seller or the Company's transfer agent (as contemplated pursuant to      
Section 4.1 below).                                                             

          2.6  Exempt from Registration. Based in part on the representations of
Purchasers contained in Sections 3.5 and 3.6 of this Agreement, the sale of the 
Shares hereunder is exempt from registration under the Securities Act of 1933,  
as amended (the "Securities Act").                                              

   2.7  Information. In the course of discussions relating to this
Agreement and the transaction contemplated hereby, Seller has not conveyed to   
Purchasers any material non-public information in respect of the Company and/or 
the Company's business, operations, pending transactions, financial condition,  
results of operations, or prospects (collectively, "Non-Public Information").   

 ARTICLE III
 REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchasers hereby represent and warrant to Seller as of the date hereof and as  
of the Closing Date as follows:                                                 

    3.1  Organization. Each Purchaser is an organization of the type
referred to in the first paragraph of this Agreement and is duly organized,     
validly existing, and in good standing under the applicable laws of the         
jurisdictions specified.                                                        

         3.2  Authorization. Each Purchaser has the requisite power to execute
and deliver this Agreement and to perform the transactions contemplated hereby  
to be performed by it. The execution and delivery by each Purchaser of this     
Agreement and the performance by it of the transactions contemplated hereby to  
be performed by it have been duly authorized by all necessary action on the part
of such Purchaser. This Agreement has been duly executed and delivered by a duly
authorized officer of each Purchaser and, assuming the due execution and        
delivery of this Agreement by Seller, constitutes a valid and binding obligation
of each Purchaser, enforceable against each Purchaser in accordance with its    
terms, subject to applicable bankruptcy, insolvency,                            

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reorganization, moratorium and similar laws affecting creditors' rights and     
remedies generally, and subject, as to enforceability, to general principles of 
equity, including principles of commercial reasonableness, good faith and fair  
dealing (regardless of whether enforcement is sought in a proceeding at law or  
in equity).                                                                     

        3.3  Consents and Approvals. No consent, approval, waiver, order, or
authorization of, or registration, declaration, or filing with, or notice to,   
any Governmental Entity is required to be obtained or made by Purchasers in     
connection with the execution and delivery of this Agreement by Purchasers, the 
performance by Purchasers of the transactions contemplated hereby to be         
performed by it, or the consummation of the transactions contemplated hereby,   
except for any filings that may be required under the Exchange Act.             

        3.4  No Conflicts. The execution and delivery of this Agreement does
not, and neither the performance by Purchasers of the transactions contemplated 
hereby to be performed by them, nor the consummation of the transactions        
contemplated hereby, will, (i) conflict with the constitutional documents of    
Purchasers, (ii) conflict with, result in any violation of, or constitute a     
default under any agreement to which Purchasers are a party, or (iii) to each   
Purchaser's knowledge, violate any law, rule, or regulation applicable to such  
Purchaser.                                                                      

3.5  Securities Law Matters.                                

        (a)  Each Purchaser understands and acknowledges that as of the date
hereof the Shares have not been registered under the Securities Act, or the     
securities laws of any state or foreign jurisdiction, and, unless so registered,
may not be offered, sold, transferred, or otherwise disposed of except pursuant 
to an exemption from, or in a transaction not subject to, the registration      
requirements of the Securities Act and any applicable securities laws of any    
state or foreign jurisdiction.                                                  

 (b)  Each Purchaser acknowledges that the Shares must be held
indefinitely unless subsequently registered under the Securities Act or unless  
an exemption from such registration is available. Each Purchaser is aware of the
provisions of Rule 144 promulgated under the Securities Act which permit the    
limited resale of securities purchased in a private placement subject to the    
satisfaction of certain conditions, including, among other things, the existence
of a public market for such securities, the availability of certain current     
public information about the Company, the resale occurring not less than one (1)
year after a party has purchased and paid for the security to be sold, the sale 
being effected through a "brokers transaction" or in a transaction directly with
a "market maker," and the number of securities being sold during any three (3)  
month period not exceeding limitations specified in Rule 144.                   

         (c)  Each Purchaser acknowledges that appropriate legends restricting
the transfer of the Shares as aforesaid shall be placed on the stock            
certificates representing such Shares.                                          

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       (d)  Each Purchaser is an "accredited investor" (as defined in Rule
501(a) of Regulation D under the Securities Act).                               

         (e)  Each Purchaser (i) has knowledge and experience in financial and
business matters such that it is capable of evaluating the merits and risks of  
purchasing the Shares, and (ii) is able to bear the economic risk of an         
investment in the Shares for an indefinite period, including the risk of a      
complete loss of any such investment.                                           

         (f)  The Shares were not offered to Purchasers in any form of general
solicitation or general advertisement and each Purchaser (i) is acquiring the   
Shares for investment for its own account, and not with a view to, or for sale  
in connection with, any distribution thereof, (ii) does not have any agreement  
or understanding, whether or not legally binding, with any other person or      
entity, to sell, pledge, engage in short sales or other hedging transactions,   
transfer, or otherwise distribute or dispose of the Shares or any interest      
therein.                                                                        

       (g)  Each Purchaser understands and acknowledges that Seller may be
deemed an "affiliate" of the Company (as defined in Rule 144(a)(1) under the    
Securities Act).                                                                

3.6  Investigation.                                         

         (a)  Each Purchaser believes that it has received all the information
it considers necessary or appropriate for deciding whether to purchase the      
Shares.                                                                         

   (b)  Each Purchaser acknowledges that (i) it is a sophisticated
financial institution engaged in the business of assessing and assuming         
investment risks in respect of securities, including securities such as the     
Shares and is hereby voluntarily assuming the risks relating to the transactions
contemplated hereby, (ii) it is fully satisfied with the Purchase Price it is   
paying hereunder to Seller for the Shares, (iii) Seller may in the future enter 
into discussions with holders of the Company's Common Stock regarding the sale  
of all or a portion of its other shares of the Company's Common Stock for       
consideration greater or lesser than or different from the Purchase Price,      
and/or on terms and conditions different from the terms and conditions set forth
herein, (iv) Seller is consummating this transaction with Purchasers in reliance
on (A) Purchasers' acknowledgements and representations contained in this       
Agreement and (B) with Purchasers' understanding and agreement that Seller (or  
its affiliates) is privy to Non-Public Information that may be material to a    
reasonable investor, such as Purchasers, and such information has not been      
provided to Purchasers by Seller or the Company, (v) Seller is under no duty or 
other obligation to disclose any Non-Public Information to Purchasers, and (vi) 
as of the date hereof, although the Company has publicly announced its unaudited
financial results for the fourth quarter ended December 31, 2006 and the fiscal 
year ended December 31, 2006 (pursuant to a Current Report on Form 8-K dated    
January 24, 2007), the Company has not yet filed its Annual Report on Form 10-K 
for such year-end period.                                                       

        (c)  Each Purchaser hereby waives and releases to the fullest extent
permitted by applicable law any claim or potential claim it has or may have     
against Seller                                                                  

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or its officers, directors, stockholders, partners, affiliates, successors, and 
assigns, relating to any such person's possession of Non-Public Information.    

ARTICLE IV
 SECURITIES LAW COMPLIANCE MATTERS

         4.1  Stock Certificate Legend. In connection with the Closing, Seller
shall instruct the Company's transfer agent to provide Purchasers with one or   
more certificate(s) representing the Shares, with such restrictive legends as   
may be required under applicable laws, including the following (or a legend     
substantially similar to the following):                                        

  "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
    THE US SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND
     MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN
  EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES
  UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE
  SECURITIES REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE,
   TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
  PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT OR THAT THE SALE IS MADE IN
ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT."                   

         4.2  Securities Law Compliance. Each Purchaser shall not, directly or
indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit   
any offers to buy, purchase or otherwise acquire or take a pledge of) any Common
Stock of the Company, nor will Purchaser engage in, or permit any party on      
behalf of Purchaser or for the benefit of Purchaser to engage in, any short sale
or other hedging transaction that results, or may result, in a disposition of   
any of the Shares by Purchaser, except pursuant to an effective registration    
statement under the Securities Act or an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and any         
applicable securities laws of any state or foreign jurisdiction or otherwise in 
compliance with applicable securities laws.                                     

 ARTICLE V
 CONDITIONS TO CLOSING

5.1 Condition to Obligations of Each Party. The respective
obligations of Seller and Purchasers to consummate the transactions contemplated
by this Agreement shall be subject to the fulfillment, at or prior to Closing,  
of each of the following conditions:                                            

        (a)  No Government Order. No Governmental Entity shall have enacted,
issued, promulgated, enforced or entered any statute, rule, regulation,         
executive order, decree, injunction or other order (whether temporary,          
preliminary or permanent) and no other legal or regulatory restraint or         
prohibition (including any prohibitions on                                      

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sale under the Company's "insider trading policy") shall be in effect, in either
case, which has the effect of making the transactions illegal or otherwise      
preventing the consummation of such transactions.                               

        5.2  Additional Conditions to Obligations of Seller. The obligations
of Seller to consummate the transactions contemplated by this Agreement shall be
subject to the satisfaction at or prior to Closing of each of the following     
conditions, any of which may be waived, in writing, exclusively by Sellers:     

         (a)  Representations and Warranties. Each representation and warranty
of Purchasers shall be true, correct and complete in all material respects on   
and as of the Closing Date with the same force and effect as if made on and as  
of the Closing Date.                                                            

      (b)  Agreements and Covenants. Purchasers shall have performed and
complied in all material respects with all agreements and covenants required by 
this Agreement to be performed and complied with by Purchasers prior to or as of
Closing.                                                                        

    5.3  Additional Conditions to the Obligations of Purchasers. The
obligation of Purchasers to consummate the transactions contemplated by this    
Agreement shall be subject to the satisfaction at or prior to the Closing Date  
of each of the following conditions, any of which may be waived, in writing,    
exclusively by Purchaser:                                                       

         (a)  Representations and Warranties. Each representation and warranty
of Seller shall be true, correct and complete in all material respects on and as
of the Closing Date with the same force and effect as if made on and as of the  
Closing Date.                                                                   

  (b)  Agreements and Covenants. Seller shall have performed and
complied in all material respects with all agreements and covenants required by 
this Agreement required to be performed and complied with by Seller prior to or 
as of Closing.                                                                  

ARTICLE VI
 MISCELLANEOUS

       6.1  Binding Effect. Except as otherwise expressly provided herein,
this Agreement shall be binding upon and inure to the benefit of the parties    
hereto and their respective successors and permitted assigns.                   

 6.2  Counterparts. This Agreement may be executed in multiple
counterparts, each of which when so executed shall be deemed to be an original  
and all of which taken together shall constitute one and the same instrument.   

  6.3  Entire Agreement: Survival. This Agreement (including the
Exhibits attached hereto) constitutes the entire agreement of the parties hereto
in respect of the subject matter hereof, and supersedes all prior agreements or 
understandings between the parties hereto in respect of the subject matter      
hereof.                                                                         

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      6.4  Expenses. Each of Seller and Purchasers shall bear all of the
expenses (including fees and disbursements of its counsel) incurred by or on    
behalf of it in connection with the preparation, negotiation, execution,        
delivery, and performance of this Agreement and the consummation of the         
transactions contemplated hereby.                                               

        6.5  Further Assurances. Each party hereto shall execute and deliver
all such further and additional instruments and agreements and shall take such  
further and additional actions, as may be reasonably requested by the other     
party in order to evidence or carry out the provisions of this Agreement or to  
consummate the transactions contemplated hereby.                                

      6.6  Governing Law. This Agreement shall be enforced, governed and
construed in all respects in accordance with the laws of the State of New York, 
without regard to the principles of conflicts of laws thereof.                  

6.7  Jurisdiction; Venue. The parties hereto submit to the  
non-exclusive jurisdiction of the courts of Hong Kong Special Administrative    
Region of the People's Republic of China, but this Agreement may be enforced by 
the parties in any court of competent jurisdiction.                             

     6.8  Notices. Any notice, request, demand, or other communication
required or permitted to be given hereunder shall be in writing and shall be    
deemed to have been duly given if sent by hand delivery, mail (first class,     
certified mail, postage prepaid), facsimile, or overnight courier if to any     
party hereto, at the address or facsimile number set forth below such party's   
name on the signature pages hereto or to such other address or facsimile number 
as such party shall have last designated by notice to the other parties hereto  
in accordance with this Section. Notices sent by hand delivery shall be deemed  
to have been given when received or delivery is refused; notices mailed in      
accordance with this Section shall be deemed to have been given three days after
the date so mailed; notices sent by facsimile shall be deemed to have been given
when electronically confirmed; and notices sent by overnight courier shall be   
deemed to have been given on the next business day after the date so sent.      

6.9  Severability. If any provision of this Agreement or the
application of such provision to any person or circumstance shall be held by a  
court of competent jurisdiction to be invalid, illegal, or unenforceable under  
the applicable law of any jurisdiction, (i) the remainder of this Agreement or  
the application of such provision to other persons or circumstances or in other 
jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or 
unenforceable provision shall not affect the validity or enforceability of any  
other provision of this Agreement.                                              

         6.10 No Third-Party Beneficiaries. Nothing express or implied in this
Agreement, is intended or shall be construed to confer upon or give any person  
other than the parties hereto and their respective successors and permitted     
assigns any right, benefit, or remedy under or by reason of this Agreement.     

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         6.11 WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT NOT PROHIBITED BY
APPLICABLE LAW, EACH PARTY HERETO, HEREBY KNOWINGLY, VOLUNTARILY, AND           
INTENTIONALLY WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
ACTION, SUIT, OR PROCEEDING, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF 
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.          

          6.12 Confidentiality. Each party agrees that the terms, conditions and
existence of this Agreement, the transactions contemplated by this Agreement,   
and, after Closing, all information concerning the businesses and affairs of    
each party that is not already generally available to the public, shall be      
treated as the confidential information and that no reference to the terms,     
conditions or existence of this Agreement, the transactions contemplated by this
Agreement, or to activities pertaining thereto or concerning the businesses and 
affairs of each party after Closing may be made by party without the prior      
written consent of the other party, except: (i) as required by any court or     
other governmental body; (ii) as otherwise required by law (including pursuant  
to U.S. federal securities laws with respect to public filings required to be   
timely made by Seller following the Closing); (iii) to legal counsel; or (v) in 
confidence, in connection with the enforcement of this Agreement or rights under
this Agreement. Without limiting the foregoing, neither party shall issue any   
statement or communication to any third party (subject to the exceptions set    
forth in the preceding sentence) regarding the subject matter of this Agreement,
the transactions contemplated by this Agreement, including without limitation,  
if applicable, the termination of this Agreement and the reasons therefor,      
without the prior written consent of the other party.                           

     6.13 Conveyance Taxes. Each party hereto shall be liable for, and
shall hold the other party hereto harmless from and against, any transfer, sales
and use, value added, stock transfer and stamp taxes, any transfer, recording,  
registration and other fees, and any similar taxes and fees which become payable
in connection with the sale and purchase of the Shares pursuant to this         
Agreement for which such party is primarily liable under applicable law.        

6.14 Independent Advice. Each Purchaser confirms that it has
independently participated in the negotiation of the transaction contemplated   
hereby with the advice of its own counsel and advisors.                         

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    IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.                                                       

SELLER:                                PURCHASERS:                              

LENOVO IT ALLIANCE LIMITED             FIDELITY ASIA VENTURES FUND L.P.         

By: /s/ Anders Cheung                  By: Fidelity Asia Partners, L.P., its    
-----------------                  General Partner                      
Name:  Anders Cheung                                                            
Title: Vice President                                                           
                                By: FIL Asia Ventures Limited, its
Address: 23/F., Lincoln House,         General Partner                          
Taikoo Place, 979 King's Road,                                                  
Quarry Bay, Hong Kong                  By: /s/ Graham Seed                      
                           ---------------------
                Name:  Graham Seed
                       Title: Alternate Director

Facsimile No.: (852) 2516 5397                                                  
Attention:  Mr. Anders Cheung          c/o Fidelity Asia Ventures               
                                     17/F, One International Finance Centre,
                   1 Harbour View Street
                 Central, Hong Kong,
                            Facsimile No.: (852) 2509 0371
        Attention:

                                FIDELITY ASIA PRINCIPALS FUND L.P.

                                   By: Fidelity Asia Partners, L.P., its
             General Partner

                                By: FIL Asia Ventures Limited, its
             General Partner

                 By: /s/ Graham Seed
                           ---------------------
                Name:  Graham Seed
                       Title: Alternate Director

                                 Address: c/o Fidelity Asia Ventures
                                     17/F, One International Finance Centre,
                   1 Harbour View Street
                 Central, Hong Kong,
                            Facsimile No.: (852) 2509 0371
        Attention:

[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]
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 EXHIBIT A

 SCHEDULE OF INVESTORS

PURCHASER                SHARES        AMOUNT         
----------------------------------   ---------   -------------                  
FIDELITY ASIA VENTURES FUND L.P.       685,071   USD$5,480,568                  
FIDELITY ASIA PRINCIPALS FUND L.P.      25,547     USD$204,376                  
----------------------------------   ---------   -------------                  
Total                                  710,618   USD$5,684,944                  
----------------------------------   ---------   -------------                  

11

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		3/30/07		1
Filed on:		2/26/07							4
		2/16/07		1
		1/24/07		5					4,  8-K
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