Asiainfo Technologies : SECOND FORM OF PROXY

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)

Second form of proxy for the Annual General Meeting to be held on Friday, 28 May 2021

I/We (Note 1) of

being the registered holder(s) of

share(s) (Note 2) of HK$0.0000000125 each in the share capital of the above-named

Company HEREBY APPOINT THE CHAIRMAN OF THE ANNUAL GENERAL MEETING or (Note 3)

of

as my/our proxy to attend and act for me/us at the Annual General Meeting (and any adjournment thereof) of the said Company to be held at AsiaInfo Plaza, Dong Qu, 10 Xibeiwang Dong Lu, Haidian District, Beijing, PRC at 10 a.m. on Friday, 28 May 2021 (the ''Meeting'') for the purposes of considering and, if thought fit, passing

the Resolutions as set out in the notice of Annual General Meeting and supplemental notice of the Annual General Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated below (Note 4).

ORDINARY RESOLUTIONS (Note 5)

FOR (Note 4)

AGAINST (Note 4)

1. To receive and adopt the audited consolidated financial statements of the Company for the year ended 31 December 2020 and the reports of the directors and auditor thereon.

2.	(a) To re-elect the following retiring directors of the Company (the ''Directors''):

(i) Dr. TIAN Suning as an executive Director;

(ii) Mr. XIN Yuesheng as a non-executive Director;

(iii) Mr. YANG Lin as a non-executive Director;

(iv) Ms. LIU Hong as a non-executive Director;

(v) Dr. GAO Jack Qunyao as an independent non-executive Director;

(vi) Ms. TAO Ping as an independent non-executive Director; and

(b) To authorise the board of Directors (the ''Board'') to fix the remuneration of the Directors.

3. To re-appoint KPMG as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix its remuneration for the year ended 31 December 2021.

4.	To declare final dividend for the year ended 31 December 2020.
5(A).	To grant a general mandate to the Directors to offer, allot, issue and deal with additional shares in
	the Company not exceeding 20% of the total number of issued shares of the Company.
5(B).	To grant a general mandate to the Directors to repurchase shares in the Company not exceeding 10%
	of the total number of issued shares of the Company.
5(C).	To extend the general mandate granted to the Directors to allot, issue and deal with shares by adding
	the number of shares repurchased by the Company.

6. To approve the refreshment of the scheme mandate limit under the 2019 share option scheme of the Company.

Dated this

day of

2021

Signed (Note 6)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this second form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
3. If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words ''THE CHAIRMAN OF THE ANNUAL GENERAL MEETING or'' and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ''AGAINST''. Failure to tick any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment of a resolution put to the Meeting.
5. The description of the Resolutions is by way of summary only. The full text appears in the notice of Annual General Meeting (including the supplemental notice).
6. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.
7. To be valid, this second form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, shall be deposited at the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof.
8. This second form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.
9. In the case of joint holders of any shares, any one of such joint holders may vote at the above Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, either personally or by proxy, the vote of the joint holder whose name stands first in the Register of Members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).
10. On a poll, every shareholder present in person or by proxy shall be entitled to one vote for each share registered in his name. The result of such poll shall be deemed to be the resolution of the Meeting at which the poll was so taken.
11. Completion and delivery of this second form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.
12. A shareholder who has already lodged the proxy form sent together with the Company's circular dated 27 April 2021 (the ''First Proxy Form'') should note that:
13. 1. if no second proxy form is lodged with the Company, the First Proxy Form will be treated as a valid proxy form lodged by him/her if correctly completed. The proxy so appointed by the shareholder will be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the meeting, including the resolution for, among other matters, the proposed refreshment of the scheme mandate limit of the 2019 share option scheme of the Company, as set out in this supplemental notice of the annual general meeting;
    2. if this second proxy form is lodged with the Company 48 hours prior to the time appointed for holding the annual general meeting (the ''Closing Time''), this second proxy form will revoke and supersede the First Proxy Form previously lodged by him/her. This second proxy form will be treated as a valid proxy form lodged by the shareholder if correctly completed; and
    3. if this second proxy form is lodged with the Company after the Closing Time, this second proxy form will be invalid. However, it will revoke the First Proxy Form previously lodged by the shareholder, and any vote that may be cast by the purported proxy (whether appointed under the First Proxy Form or this second proxy form) will not be counted in any poll which will be taken on a proposed resolution. Accordingly, shareholders are advised not to lodge this second proxy form after the Closing Time. In such case, if such shareholders wish to vote at the annual general meeting, they will have to attend in person and vote at the meeting themselves.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting (the ''Purposes''). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) and any such request should be in writing by mail to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.