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As filed with the Securities and Exchange Commission on March 2, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ASIAINFO HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
Delaware 1731 752506390
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number
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AsiaInfo Holdings, Inc
4th Floor, Ligong Science & Technology Tower
11 Balshiqino Road, Haidian District
Beijing 100081, China
Tel: (8610) 6846-7058
(Name, Address, Including Zip Code, And Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
James Zhang, General Manager
AsiaInfo Holdings, Inc.
Techmart of Santa Clara
5201 Great American Parkway, Suite 226
Santa Clara, California 95054
Tel: (408) 970-9788
Fax: (408) 970-9366
(Name, Address, Including Zip Code, And Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
Thomas M. Britt, III Anthony Root
Clifford Chance Milbank, Tweed, Hadley & McCloy LLP
Jardine House, 28th Floor 3007 Alexandra House
One Connaught Place 16 Chater Road
Central, Hong Kong Central, Hong Kong
Tel: (852) 2810-0229 Tel: (852) 2971-4888
Fax: (852) 2810-4708 Fax: (852) 2840-0792
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box............................................ [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering..............[X] File No. 333-93199
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering....................................................... [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering....................................................... [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.............................................. [_]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Amount of
Title of Each Class of Securities to be Registered Aggregate Offering Price(1) Registration Fee
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Common Stock, par value $0.01 per share............... $138,000,000 $36,432
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(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933.
(2) Of this aggregate registration fee of $36,432, the Registrant has
previously paid $30,360 thus, only the balance of $6,072 is being submitted
herewith.
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON
FORM S-1 (FILE NO. 333-93199)
AsiaInfo Holdings, Inc. (the "Company") hereby incorporates by reference
into this Registration Statement on Form S-1 in its entirety the Registration
Statement on Form S-1, as amended (File No. 333-93199), declared effective March
2, 2000 by the Securities and Exchange Commission (the "Commission"), including
each of the documents filed by the Company with the Commission and incorporated
or deemed to be incorporated therein.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has
instructed its bank to pay the Commission the filing fee set forth on the cover
page of this Registration Statement by a wire transfer of such amount to the
Commission's account as soon as practicable (but no later than the close of
business on March 3, 2000), (ii) it will not revoke such instructions, (iii) it
has sufficient funds in the relevant account to cover the amount of such filing
fee, and (iv) it will confirm receipt of such instructions by the bank during
regular business hours on March 3, 2000.
EXHIBIT INDEX
Exhibit
Number Description of Documents
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23.1 Consent of Deloitte Touche Tohmatsu, Independent Auditors
23.2 Consent of Deloitte Touche Tohmatsu Shanghai CPA
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Beijing, on the 2nd day of March, 2000.
ASIAINFO HOLDINGS, INC.
By: /s/ James Ding
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James Ding
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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* Board Member and Chairman of March 2, 2000
______________________________________ the Board
Louis Lau
/s/ James Ding Board Member and Chief March 2, 2000
______________________________________ Executive Officer
James Ding (principal executive
officer)
* Executive Vice President and March 2, 2000
______________________________________ Chief Financial Officer
Ying Han (principal financial
officer and principal
accounting officer)
* Board Member, Senior Vice March 2, 2000
______________________________________ President and Chief
Michael Zhao Strategy Officer
* Board Member March 2, 2000
______________________________________
Alan Bickell
* Board Member March 2, 2000
______________________________________
Patrick Keen
* Board Member March 2, 2000
______________________________________
Chang Sun
* Board Member March 2, 2000
______________________________________
Edward Tian
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*By:
/s/ James Ding
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James Ding
Attorney-In-Fact
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the reference to our firm under the heading "Experts" and to the
use of our report dated January 24, 2000 in the Registration Statement on Form
S-1 (No. 333-93199) of AsiaInfo Holdings, Inc. and to the incorporation by
reference in this registration statement of such report.
Deloitte Touche Tohmatsu
Hong Kong
March 2, 2000
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the reference to our firm under the heading "Experts" and to
the use of our report dated March 12, 1999 on the financial statements for the
years ended December 31, 1997 and 1998 of Zhejiang AsiaInfo Telecommunication
Technology Co. Ltd in the Registration Statement on Form S-1 (No. 333-93199) of
AsiaInfo Holdings, Inc. and to the incorporation by reference in this
registration statement of such report.
Deloitte Touche Tohmatsu Shanghai CPA
Shanghai
March 2, 2000
