AsiaInfo Technologies Limited — Capital/Financing Update 2019

Jan 11, 2019

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong).

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the “ U.S. Securities Act ”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws, or outside the United States unless in compliance with Regulation S under the U.S. Securities Act. There will be no public offer of securities of the Company in the United States.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read the prospectus dated December 6, 2018 (the “ Prospectus ”) issued by AsiaInfo Technologies Limited ( 亞信科技控股有限公司 ) (the “ Company ”) for detailed information about the Global Offering described below before deciding whether or not to invest in the Shares thereby being offered. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended.

Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those defined in the Prospectus.

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AsiaInfo Technologies Limited 亞信科技控股有限公司

(Incorporated in the British Virgin Islands with limited liability) (Stock Code: 1675)

PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION, STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus was partially exercised by the Joint Global Coordinators on January 10, 2019 to require the Company to allot and issue an aggregate of 2,974,800 Shares (the “ Over-allotment Shares ”), representing approximately 3.47% of the total number of the Offer Shares initially available under the Global Offering, at the Offer Price under the International Offering, to facilitate the return to Skipper Investment Limited of part of the borrowed Shares which were used to cover over-allocations in the International Offering.

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STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

The Company announces that the stabilization period in connection with the Global Offering ended on January 10, 2019, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.

Further information of stabilizing actions undertaken by CLSA Limited, the Stabilizing Manager, its affiliates or any person acting for it during the stabilization period is set out in this announcement.

PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus was partially exercised by the Joint Global Coordinators on January 10, 2019, in respect of an aggregate of 2,974,800 Shares, representing approximately 3.47% of the total number of the Offer Shares initially available under the Global Offering, at the Offer Price under the International Offering, to facilitate the return to Skipper Investment Limited of part of the borrowed Shares which were used to cover over-allocations in the International Offering.

Approval of Listing

Approval for the listing of and permission to deal in the Over-allotment Shares has already been granted by the Listing Committee of the Stock Exchange. Listing of and dealings in the Overallotment Shares are expected to commence on the Main Board of the Stock Exchange at 9:00 a.m. on January 15, 2019.

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Share Capital upon the Partial Exercise of Over-allotment Option

The shareholding structure of the Company immediately before and immediately after the (1) completion of the partial exercise of the Over-allotment Option is as follows :

					Immediately before	Immediately before	Immediately after	Immediately after
					the partial	exercise of	the partial	exercise of
					the Over-allotment Option		the Over-allotment Option
						Approximate		Approximate
						percentage		percentage
						of the		of the
						Company’s		Company’s
					Number of	issued share	Number of	issued share
Shareholders					Shares	capital	Shares	capital
Dr. Tian Suning					39,665,576	5.56%	39,665,576	5.53%
PACIFICINFO LIMITED					24,410,000	3.42%	24,410,000	3.41%
Info Addition Capital Limited
Partnership (2)					20,302,368	2.84%	20,302,368	2.83%
CBC TMT III Limited (3)					31,209,360	4.37%	31,209,360	4.35%
Mr. Ding Jian					11,516,704	1.61%	11,516,704	1.61%
New Media China Investment I
Limited					1,198,440	0.17%	1,198,440	0.17%
Skipper Investment Limited	(4)				213,924,952	29.97%	213,924,952	29.85%
CA Software Investment Limited			(5)		62,418,728	8.74%	62,418,728	8.71%
Ellington Investments Pte. Ltd.		(6)			52,015,608	7.28%	52,015,608	7.26%
Al Gharrafa Investment Company				(7)	52,015,608	7.28%	52,015,608	7.26%
InnoValue Capital Ltd. (8)					52,015,608	7.28%	52,015,608	7.26%
AsiaInfo Resolute Limited I					34,863,176	4.88%	34,863,176	4.86%
AsiaInfo Resolute Limited II					15,784,680	2.21%	15,784,680	2.20%
Other Shareholders					102,435,376	14.35%	105,410,176	14.71%

Notes:

1. The percentage of the Shares are rounded to the nearest 2 decimal places, and the total number of the percentages may not add up to 100% due to rounding.

2. Dr. Tian Suning is the sole shareholder of Info Addition Limited which in turn is the general partner of Info Addition Capital Limited Partnership.

3. Dr. Tian Suning indirectly has full control over CBC Partners II L.P. which is the general partner of China Broadband Capital Partners II, L.P. which in turn is the sole shareholder of CBC TMT III Limited.

4. Power Joy (Cayman) Limited is the holding company of Skipper Investment Limited, which is a direct wholly-owned subsidiary of CITIC Capital China Partners II, L.P.

5. CA Software Investment Limited is wholly-owned by CPEChina Fund, L.P., of which CITIC PE Associates, L.P. is the general partner.

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1. Ellington Investments Pte. Ltd. is wholly-owned by Bartley Investments Pte. Ltd., which in turn is wholly-owned by Tembusu Capital Pte. Ltd., which in turn is wholly-owned by Temasek Holdings (Private) Limited.

2. Al Gharrafa Investment Company is wholly-owned by Qatar Holding LLC.

3. InnoValue Capital Ltd. is wholly-owned by Ms. Liu Tzu-Lien.

Use of Proceeds

The additional net proceeds of approximately HK$30.5 million to be received by the Company from the issue and allotment of the Over-allotment Shares after deducting the underwriting commissions and other estimated expenses in connection with the partial exercise of the Over-allotment Option, will be used by the Company for the purposes as set out in the section headed “Future Plans and Use of Proceeds — Use of Proceeds” in the Prospectus.

The portion of the Over-allotment Option which has not been exercised by the the Joint Global Coordinators lapsed on January 10, 2019.

STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

The Company announces, pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), that the stabilization period in connection with the Global Offering ended on January 10, 2019, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.

The stabilizing actions undertaken by CLSA Limited, the Stabilizing Manager, its affiliates or any person acting for it during the stabilization period are set out below:

• (i) over-allocation of an aggregate of 12,847,600 Shares in the International Offering, representing approximately 15% of the total number of Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option;

• (ii) the borrowing of an aggregate of 12,847,600 Shares by CLSA Limited from Skipper Investment Limited pursuant to the Stock Borrowing Agreement to cover the over-allocation in the International Offering. Such Shares will be returned and redelivered to Skipper Investment Limited in accordance with the terms of the Stock Borrowing Agreement;

• (iii) successive purchases of an aggregate of 9,872,800 Shares in the price range of HK$9.78 to HK$10.50 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) on the market during the stabilization period, representing approximately 11.53% of the total number of Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option. The last purchase made by the Stabilization Manager on the market during the stabilization period was on January 10, 2019 at the price of HK$10.50 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%); and

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• (iv) the partial exercise of the Over-allotment Option by the Joint Global Coordinators on January 10, 2019, in respect of an aggregate of 2,974,800 Shares, representing approximately 3.47% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, at the Offer Price per Share, to facilitate the return to Skipper Investment Limited of part of the borrowed Shares which were used to cover the overallocations in the International Offering.

PUBLIC FLOAT

Immediately following the completion of the Global Offering, the Company will continue to comply with the public float requirements under Rule 8.08(1) of the Listing Rules.

By order of the Board AsiaInfo Technologies Limited TIAN Suning Chairman

Hong Kong, January 11, 2019

As at the date of this announcement, the Board of Directors of the Company comprises Dr. TIAN Suning, Mr. DING Jian and Mr. GAO Nianshu as Executive Directors, Mr. ZHANG Yichen, Mr. XIN Yuesheng and Mr. ZHANG Liyang as Non-executive Directors and Mr. GAO Jack Qunyao, Mr. ZHANG Ya-Qin and Mr. GE Ming as Independent Non-executive Directors.

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