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OMB APPROVAL
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OMB Number 3235-0101
Expires: January 31, 2007
Estimated average burden
hours per response ...... 4.47
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO
RULE 144 UNDER THE SECURITIES ACT OF 1933
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SEC USE ONLY
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DOCUMENT SEQUENCE NO. CUSIP NUMBER WORK LOCATION
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ATTENTION: Transmit for filing 3 copies of this form concurrently with either
placing an order with a broker to execute sale or executing a sale directly with
a market maker.
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1(a) NAME OF ISSUER
AsiaInfo Holdings, Inc.
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1(b) IRS IDENT. NO.
752506390
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1(c) S.E.C. FILE NO.
001-15713
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1(d) ADDRESS OF ISSUER (STREET, CITY, STATE ZIP CODE)
4th Floor, Zhongdian Information Tower, 6 Zhongguancun South Street,
Haidian District, Beijing, 100086, China
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1(e) TELEPHONE
AREA CODE NUMBER
8610 8216 6688
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2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
Lenovo IT Alliance Limited
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2(b) IRS IDENT. NO.
N/A
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2(c) RELATIONSHIP TO ISSUER
Stockholder
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2(d) ADDRESS (STREET, CITY, STATE ZIP CODE)
P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands 00000
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INSTRUCTION: The person filing this notice should contact the issuer to obtain
the I.R.S. Identification Number and the S.E.C. File Number.
(b)
Name and Address of
3(a) Each Broker Through SEC USE ONLY (c) (d)
Title of the Whom the Securities Number of Shares Aggregate Market
Class of are to be Offered or Broker-Dealer or Other Units To Value
Securities Each Maret Maker Who is File Number Be Sold (See instr. 3(d))
To Be Sold Acquiring the Securities See instr. 3(c))
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(1) Common Stock, Merrill Lynch 974,284 $7,930,671.76(a)
$0.01 4 World Financial Centre
par value 5th Floor
New York, NY 10080
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3(a) (e) (f) (g)
Title of the Number of Shares Approximate Name of Each
Class of or Other Units Date of Sale Securities Exchange
Securities Outstanding See instr. 3(f)) (See instr. 3(g))
To Be Sold (See instr. 3(e)) (MO./DAY/YR.)
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(1) 42,794,760 Jan 26, 2007 Nasdaq
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INSTRUCTIONS:
1. (a) Name of issuer
(b) Issuer's I.R.S. Identification Number
(c) Issuer's S.E.C. file number, if any
(d) Issuer's address, including zip code
(e) Issuer's telephone number, including area code
2. (a) Name of person for whose account the securities are to be sold
(b) Such person's I.R.S. identification number, if such person is an
entity
(c) Such person's relationship to the issuer (e.g., officer, director, 10%
stockholder, or member of immediate family of any of the foregoing)
(d) Such person's address, including zip code
3. (a) Title of the class of securities to be sold
(b) Name and address of each broker through whom the securities are
intended to be sold
(c) Number of shares or other units to be sold (if debt securities,
give the aggregate face amount)
(d) Aggregate market value of the securities to be sold as of a specified
date within 10 days prior to the filing of this notice
(e) Number of shares or other units of the class outstanding, or if debt
securities the face amount thereof outstanding, as shown by the most
recent report or statement published by the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are
intended to be sold
TABLE I -- SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the
securities to be sold and with respect to the payment of all or any part of the
purchase price or other consideration therefor:
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Name of Person
from Whom Acquired Amount of
Title of Date you Nature of (If gift, also give Securities Date of
the Class Acquired Acquisition Transaction date donor acquired) Acquired Payment Nature of Payment
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(1) Common Stock, Oct 19, Acquired from Issuer (b) AsiaInfo Holdings, 974,284(b) (b) (b)
$0.01 2004 Inc.
par value
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INSTRUCTIONS:
1. If the securities were purchased and full payment therefor was not made in
cash at the time of purchase, explain in the table or in a note thereto the
nature of the consideration given. If the consideration consisted of any note
or other obligation, or if payment was made in installments describe the
arrangement and state when the note or other obligation was discharged in
full or the last installment paid.
2. If within two years after the acquisition of the securities the person for
whose account they are to be sold had any short positions, put or other
option to dispose of securities referred to in paragraph (d)(3) of Rule 144,
furnish full information with respect thereto.
TABLE II -- SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the
issuer sold during the past 3 months by the person for whose account the
securities are to be sold.
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Amount of
Name and Address of Seller Title of Securities Sold Date of Sale Securities Sold Gross Proceeds
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(1) N/A
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REMARKS:
(a) The aggregate market value is based on the $8.14 closing sale price of a
share of common stock of AsiaInfo Holdings, Inc. (the "Issuer") on January
23, 2007.
(b) The common stock was acquired by the Lenovo Group Limited ("Lenovo")
through its indirect wholly-owned subsidiary, Lenovo IT Alliance Limited
("Lenovo IT Alliance") as partial consideration for the sale by Lenovo of
its non-telecom related IT services business to the Issuer pursuant to an
Acquisition Agreement (the "Acquisition"), dated as of July 27, 2004, by
and between Lenovo and the Issuer, as supplemented and amended by
Supplement and Amendment No. 1 to Acquisition Agreement, dated October 1,
2004, by and between Lenovo and the Issuer. On October 19, 2004, the
Company completed the closing of the Acquisition.
INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144. Information is to
be given not only as to the person for whose account the securities are to be
sold but also as to all other persons included in that definition. In addition,
information shall be given as to sales by all persons whose sales are required
by paragraph (e) of Rule 144 to be aggregated with sales for the account of the
person filing this notice.
ATTENTION:
The person for whose account the securities to which this notice relates are to
be sold hereby represents by signing this notice that he does not know any
material adverse information in regard to the current and prospective operations
of the Issuer of the Securities to be sold which has not been publicly
disclosed.
/s/ Ma Xuezheng, Director on behalf of
January 23, 2007 Lenovo IT Alliance Limited
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DATE OF NOTICE (SIGNATURE)
This notice shall be signed by the person for whose
account the securities are to be sold. At least
one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed
or printed signatures.
ATTENTION: Intentional misstatements or omission of facts constitute Federal
Criminal Violations (see 18 U.S.C. 1001)