ACQUISITION AGREEMENT

by and between

AsiaInfo Holdings, Inc.

and

Lenovo Group Limited

Dated as of July 27, 2004

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ACQUISITION AGREEMENT

This ACQUISITION AGREEMENT (this “Agreement”), dated as of July 27, 2004, is made and entered into by and between AsiaInfo Holdings, Inc. (“Purchaser”), a corporation organized and existing under the laws of the State of Delaware of the United States, on behalf of itself and the Purchasing Subsidiaries (as defined below), and Lenovo Group Limited ( ) (“Seller”), a company organized and existing under the laws of the Hong Kong Special Administrative Region (“Hong Kong”) of the PRC, on behalf of itself and the Selling Subsidiaries (as defined below).

WHEREAS, Seller and the Selling Subsidiaries own certain properties and assets that are used or held for use in connection with the Business (as defined below); and

WHEREAS, Seller wishes to sell (and cause the Selling Subsidiaries to sell) to Purchaser and the Purchasing Subsidiaries, and Purchaser and the Purchasing Subsidiaries wish to purchase from Seller and the Selling Subsidiaries, the Assets (as defined below) on the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions.

(a) As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Acquisition Agreement, together with the Exhibits and the Seller Disclosure Schedule.

“AsiaInfo Shares” means shares of common stock, par value US$0.01 per share, of Purchaser.

“Base Valuation” means RMB300 million.

“Business” means all of the businesses, assets and properties of Seller and its Subsidiaries that constitute Seller’s IT Services Group (referred to by Seller as IT Fuwu Yewu Qun or IT ), which consists of (A) the IT consulting services business conducted by Seller through Han Consulting, HMCL or other Selling Subsidiaries, and (B) the IT services businesses conducted by (i) the financial application services division of Seller, (ii) the government application services division of Seller, (iii) the IT system operation services division of Seller and (iv) the Security Services Division, in the case of each of (i), (ii), (iii) and (iv), as conducted through LCSTSL or other Selling Subsidiaries.

“Business Day” means any day other than a Saturday, Sunday or any day on which banks located in the city of Beijing in the PRC or Hong Kong are authorized or required to be closed for the conduct of regular banking business.

“Business Intellectual Property” means, other than the Excluded Intellectual Property, all Intellectual Property that is now, or at the time of the Closing will be, primarily used or held for use in the Business (other than the Telecommunications Applications Services Division and the Insurance IT Services Division), including all the Intellectual Property listed in Section 3.21(a) of the Seller Disclosure Schedule.

“Business Material Adverse Effect” means any material adverse effect on (i) the business, assets, condition (financial or otherwise), prospects or results of operations of the Business, Assets or Assumed Liabilities or (ii) the ability of the parties to perform their obligations under this Agreement or any Transaction Document in a timely manner or to consummate the transactions contemplated by this Agreement or the Transaction Documents without material delay. In determining whether there has been a Business Material Adverse Effect, any event, circumstance, change or effect shall be considered both individually and together with all other events, circumstances, changes or effects and any event, circumstance, change or effect that reasonably could be expected to result in a Business Material Adverse Effect (individually or together with one or more other events, circumstances, changes or effects) shall be considered a Business Material Adverse Effect. For avoidance of doubt, a Business Material Adverse Effect shall not be deemed to include any material adverse effect solely on the business of the ChinaWeal Group or Lenovo AI.

“China” or “PRC” means the People’s Republic of China. For purposes of this Agreement, “China” or “PRC” shall not include Hong Kong, the Macau Special Administrative Region of China, and Taiwan.

“ChinaWeal” means Lenovo ChinaWeal System & Services Co., Ltd. ( ), a company organized and existing under the laws of the PRC.

“ChinaWeal Group” means ChinaWeal, together with High Honour International Limited ( ), a company organized and existing in the British Virgin Islands, and all of their direct and indirect Subsidiaries.

“Cleanup” means all actions to: (1) clean up, remove, treat or remediate Hazardous Substances in the indoor or outdoor environment; (2) prevent the Release of Hazardous Substances so that they do not migrate, endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (3) perform pre-remedial studies and investigations and post-remedial monitoring and care; or (4) respond to any government requests for information or documents in any way relating to cleanup, removal, treatment or remediation or potential cleanup, removal, treatment or remediation of Hazardous Substances in the indoor or outdoor environment, that in any such case are reasonably determined by the Person taking the actions to be required under any applicable Environmental Law or reasonably determined to be desirable in order to mitigate or avoid liability under any such law.

“Closing” means the closing of the sale and purchase of the Assets and the assumption of the Assumed Liabilities, each as contemplated by this Agreement.

“Closing Price” shall mean, with respect to each AsiaInfo Share, for any day, the last reported sale price or, in case no such sale takes place on such day, the average of the closing bid and asked prices, in either case as reported on the Nasdaq National Market, or a similar service if Nasdaq is no longer reporting such information.

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“Code” means the United States Internal Revenue Code of 1986, as amended.

“Conversion Amount” means RMB260 million, subject to any adjustments required pursuant to Sections 2.10(f), 2.11(c), or as otherwise specifically provided in this Agreement.

“Conversion Date” means any Business Day during the 12-month period following the Closing Date on which Purchaser determines, in its sole and absolute discretion, that the Note shall be converted into or exchanged for AsiaInfo Shares in accordance with its terms.

“Encumbrances” means any and all liens, charges, security interests, mortgages, pledges, options, preemptive rights, rights of first refusal or first offer, proxies, levies, voting trusts or agreements, or other adverse claims or restrictions on title or transfer of any nature whatsoever.

“Environmental Claim” means any claim, action, cause of action, investigation, demand, letter, request for information or notice (written or oral) by any Person alleging potential liability (including potential liability for investigatory costs, Cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from (i) the presence, Release or threatened Release of any Hazardous Substance, or (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law.

“Environmental Law” means any applicable law, treaty or governmental restriction or agreement with any Governmental Authority which is in effect in the PRC relating to the protection, investigation or restoration of the environment (including natural resources) or the health or safety of human or other living organisms, including the manufacture, introduction into commerce, export, import, processing, distribution, use, generation, treatment, storage, handling, presence, disposal, transportation, Release or management of, or other activities with respect to, Hazardous Substances, in each case as in effect from time to time prior to, on and after the Closing.

“Escrow Agent” means an internationally recognized financial institution to be mutually agreed upon by Seller and Purchaser, which shall act as escrow agent under the Escrow Agreement.

“Firewall Products” means the firewall products marketed and distributed by or in connection with the Security Services Division, as identified and more particularly described in the Procurement Agreement.

“Floating Charge” means the floating charge in relation to all of the assets of Han Consulting, executed by Han Consulting in favor of LIAL on November 27, 2002.

“Governmental Authority” means any international, supranational, national, provincial, regional, federal, state, municipal or local government, any instrumentality, subdivision, court, administrative or regulatory agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.

“Han Consulting” means Han International Consulting Company Limited, a company organized and existing under the laws of the British Virgin Islands.

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“Han Loan Agreement” means the loan agreement dated November 27, 2002, by and between Han Consulting and LIAL, for a revolving loan facility of up to HK$50,000,000.

“Hazardous Substance” means (i) any petroleum or petroleum products, flammable explosives, radioactive materials, medical waste, radon, asbestos or asbestos-containing products or materials, chlorofluorocarbon, hydrofluorocarbon, urea formaldehyde foam insulation, polychlorinated biphenyls (PCBs) or lead-containing paint or plumbing; and (ii) any element, compound, substance, waste or other material that is regulated under any Environmental Law or is defined as, or included in the definition of, or deemed by or pursuant to any Environmental Law or by any Governmental Authority to be “hazardous,” “toxic,” a “contaminant,” “waste,” a “pollutant,” “hazardous substance,” “hazardous waste,” “restricted hazardous waste,” “hazardous material,” “extremely hazardous waste,” a “toxic substance,” a “toxic pollutant” or words with similar meaning (in any language).

“HK$” means the lawful currency of Hong Kong.

“HMCL” means Han Management Consulting (China) Limited ( ), a company organized and existing under the laws of the PRC.

“Hong Kong GAAP” means generally accepted accounting principles in Hong Kong.

“Indemnified Party” means any Person claiming indemnification under any provision of Article VII.

“Indemnifying Party” means any Person against whom a claim for indemnification is being asserted under any provision of Article VII.

“Indemnity Notice” means written notification pursuant to Section 7.5(a) of a claim for indemnity under Article VII by an Indemnified Party, specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith of such claim.

“Information Security Products” means the products marketed and distributed by the Security Services Division as of the date hereof or as of the Closing, including Internet or intranet security products ( ) (including, firewall products ( ), hacking screening products ( ), VPN products and Internet or intranet physical separation devices ( ), security separation and information exchange system ( ), and security management and supervision system ( )), content security products ( ) (including, but not limited to, anti-virus products ( ), content filtering products ( )), security management products ( ) (including, but not limited to, unified security management system products ( ), authorization and identification system products ( ) and security auditing system products ( )).

“Insurance IT Services Division” means Seller’s IT services business operated through Lenovo AI and focused on IT services for the insurance industry, including all of Seller’s business, assets and properties used primarily therein.

“Intellectual Property” means all intellectual property including (i) all names and marks, including product names, brands and slogans, all registered and unregistered trademarks, trade names, service marks, registered designs and applications therefore and all goodwill associated therewith; (ii) all patents, patent applications, rights in design and inventions, including any provisional, utility,

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continuation, continuation-in-part or divisional applications filed in the PRC, Hong Kong, the United States or any other jurisdiction, and all reissues thereof and all reexamination certificates issuing therefrom; (iii) all ownership rights to any copyrightable works, including all related copyright registrations; (iv) all know-how or other trade secrets, whether or not reduced to practice; (v) the right to sue for and recover damages, assert, settle and/or release any claims or demands and obtain all other remedies and relief at law or equity for any past, present or future infringement or misappropriation of any of the Intellectual Property; (vi) all licenses, options to license and other contractual rights to use the Intellectual Property; and (vii) all computer and electronic data processing programs and software programs (including source codes and object codes) and related documentation, existing research projects, computer software presently under development, and all software concepts owned and all proprietary information, processes, formulae and algorithms, used in the ownership, marketing, development, maintenance, support and delivery of such software.

“Inventory” means all inventory that is now, or at the time of the Closing will be, used or held for use in or otherwise necessary for the conduct of, the Business (other than the Telecommunications Applications Services Division or the Insurance IT Services Division), including finished goods, work in process, supplies and raw materials.

“IRS” means the United States Internal Revenue Service.

“LBL” means Lenovo (Beijing) Limited ( ), a company organized and existing under the laws of the PRC.

“LCSTSL” means Lenovo Computer System and Technology Services Co., Ltd. ( ), a company organized and existing under the laws of the PRC.

“Lenovo AI” means Legend AI Computer Technology Co., Ltd. ( ), a company organized and existing under the laws of the PRC.

“Lenovo Trademarks” means the trademarks, tradenames and brandnames set forth in Section 1.1 of the Seller Disclosure Schedule.

“LIAL” means Lenovo IT Alliance Limited, a company organized and existing under the laws of the British Virgin Islands.

“LHL” means Legend Holdings Limited ( ), a company organized and existing under the laws of the PRC.

“LHL Security Business Permits” means all Business Permits held by LHL, as indicated and set forth in Section 2.1(g) of the Seller Disclosure Schedule which are used or held for use in or otherwise necessary for the conduct of the Business.

“LML” means Lenovo Manufacturing Limited, a company organized and existing under the laws of the British Virgin Islands.

“Losses” means any and all damages, fines, fees, penalties, deficiencies, liabilities, claims, losses (including loss of value), demands, judgments, settlements, actions, obligations and costs and expenses (including interest, court costs and fees and costs of attorneys, accountants and other experts or other expenses of litigation or other proceedings or of any claim, default or assessment).

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“March 31st Balance Sheet” means the pro forma balance sheet of the Business on a stand alone basis, as of March 31, 2004, a copy of which is set forth in Section 3.3(b) of the Seller Disclosure Schedule.

“Market Value” means, with respect to the AsiaInfo Shares, the average of the daily Closing Price per AsiaInfo Share for the ten consecutive trading days immediately preceding the Conversion Date, the Closing Date, the last Business Day of the Review Period, or other applicable date of determination, as the case may be.

“MOFCOM” means the Ministry of Commerce of China.

“Non-Telecommunications Business” means (i) all aspects of the Business acquired by Purchaser hereunder, and (ii) the business conducted by the Enterprise Information Systems (EIS) business division of Purchaser as conducted prior to the date hereof.

“Operating Income” means profit after cost of sales and operating expenses, but before non-operating revenue and expense items (e.g., interest income and expense, dividend income, extraordinary items, subsidy income, taxes, and items pertaining to ancillary operations).

“Outstanding Customer Contracts mean all of the outstanding contracts for the provision of products and services of the Business to its customers (other than contracts of Lenovo AI, the ChinaWeal Group and other contracts of the Telecommunications Applications Services Division or the Insurance IT Services Division) as of June 30, 2004, a complete list of which has been prepared by Seller and is set forth in Section 3.17(d) of the Seller Disclosure Schedule.

“Percentage Share” means, with respect to any Transferred Company, the percentage of the shares or other equity interests of the Transferred Company owned by Seller or its Affiliates, as the case may be, immediately prior to Closing.

“Permit” means any permit, license, franchise, approval, consent, registration, clearance, variance, exemption, order, certificate or authorization by or of any Governmental Authority.

“Permitted Encumbrances” means (i) Encumbrances for Taxes not yet due and payable or (ii) mechanics’, carriers’, workers’ and other similar Encumbrances arising or incurred in the ordinary course of business, in each case that individually or in the aggregate with other such title defect, does not materially impair the value of the property subject to such Encumbrances or other such title defect or the use of such property in the conduct of the Business.

“Person” means any natural person, corporation, general partnership, limited partnership, limited or unlimited liability company, proprietorship, joint venture, other business organization, trust, union, association or Governmental Authority.

“Plan” means any employment, consulting, bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock purchase, stock option, stock ownership, stock appreciation rights, phantom stock, equity (or equity-based), leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, medical, dental, vision, welfare, accident, disability, workmen’s compensation or other insurance, severance, separation, termination, change of control, collective bargaining or other benefit plan, understanding, agreement, practice, policy or arrangement of any kind, whether written or oral.

“PRC GAAP” means generally accepted accounting principles in the PRC.

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“Pre-Closing Environmental Liabilities” means all Losses asserted against, resulting to, imposed on, or incurred by Purchaser or its Affiliates in connection with: (i) any actual or alleged Release or threatened Release of any Hazardous Substance prior to the Closing Date on or from or affecting any of the Leased Real Property; (ii) any actual or alleged violation of any Environmental Law prior to the Closing Date, by Seller or any of its Affiliates or in connection with the Business by any other Person; and (iii) any Environmental Claim made by any Person that relates to or is based upon the operation of the Business prior to the Closing Date or to any act or omission of Seller or any of its Affiliates prior to the Closing, including Environmental Claims based on indemnities or other contractual undertakings.

“Procurement Agreement” means a procurement agreement, dated the Closing Date, by and between Purchaser (or a Purchasing Subsidiary designated by Purchaser) and LBL, in form and substance reasonably satisfactory to Purchaser and its counsel, providing for the matters described in Section 5.21.

“Purchaser Material Adverse Effect” means a material adverse effect on the enforceability of Purchaser’s obligations under this Agreement or the Transaction Documents or Purchaser’s ability to perform its obligations under this Agreement or the Transaction Documents in a timely manner or to consummate the transactions contemplated by this Agreement or the Transaction Documents without material delay.

“Purchaser SEC Documents” means each statement, report, registration statement, definitive proxy statement, and other filings filed with the SEC by Purchaser.

“Purchasing Subsidiaries” means the Subsidiaries of Purchaser that are caused by Purchaser to purchase part or all of the Assets pursuant to the terms and conditions of this Agreement.

“Release” means any releasing, spilling, leaking, discharging, disposing of, pumping, pouring, emitting, emptying, injecting, leaching, dumping or allowing to escape.

“RMB” means the renminbi, the lawful currency of China.

“Sales Agent Fees” means any cash or things in kind, including promotional fees, advertising fees, sponsorship fees, labor service fees, consultancy fees, commission, reimbursements for fees and expenses, travel expenses, tuitions or any other fees, paid or promised to be paid at any time by any of Seller or its Affiliates (or any of their respective representatives) in connection with procuring or securing any contract or sales.

“SEC” means the United States Securities and Exchange Commission.

“Security Services Division” means Seller’s security services division, including all of Seller’s business, assets and properties used therein devoted to the provision of security consulting ( ), security integration ( ), security training ( ) and Information Security Products ( ) and outsourcing services ( ) to customers.

“Seller Material Adverse Effect” means a material adverse effect on the enforceability of Seller’s obligations under this Agreement or the Transaction Documents or Seller’s ability to perform its obligations under this Agreement or the Transaction Documents in a timely manner or to consummate the transactions contemplated by this Agreement or the Transaction Documents without material delay.

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“Seller Plan” means a Plan that Seller or any Selling Subsidiary, or any Affiliate, sponsors, maintains, has any obligation to contribute to, has or may have liability under or is otherwise a party to, or that otherwise provides benefits for employees, former employees, independent contractors or former independent contractors (or their dependents and beneficiaries) of the Business (other than plans related solely to the Telecommunications Applications Services Division or the Insurance IT Services Division), on the date of this Agreement or at any time subsequent thereto and on or prior to the Closing Date.

“Selling Subsidiaries” means LML, LBL, LIAL and any and all other Subsidiaries of Seller through which any of the Assets are held, including any Transferred Company to the extent the transactions contemplated hereby are structured as an acquisition of part or all of the Assets of such Transferred Company pursuant to Section 2.15.

“Subsidiary” means, with respect to any Person, any other Person (i) of which the first Person owns directly or indirectly 50% or more of the equity interest in the other Person; (ii) of which the first Person or any other Subsidiary of the first Person is a general partner or (iii) of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions with respect to the other Person are at the time owned by the first Person and/or one or more of the first Person’s Subsidiaries

“Takeover Proposal” means any inquiry or proposal relating to a merger, consolidation, share exchange, business combination, disposition or transfer of securities or assets (or any interest therein) or other similar transaction involving the Business (other than a transaction related solely to the Telecommunications Applications Services Division or the Insurance IT Services Division), the Assets or the Assumed Liabilities or any entity directly or indirectly holding the Business (other than a transaction related solely to the Telecommunications Applications Services Division or the Insurance IT Services Division), the Assets or the Assumed Liabilities.

“Tangible Property” means all machinery, tools, equipment, fixtures, vehicles, spare parts, furniture, personal computers (including desktop and notebook computers), other computer hardware, and other tangible personal property (other than Inventory) at the time of the Closing will be, used or held for use in or otherwise necessary for the conduct of, the Business (other than the Telecommunications Applications Services Division or the Insurance IT Services Division).

“Tax” and “Taxes” means any PRC, Hong Kong, U.S. or other federal, state, provincial, local or foreign income, gross receipts, employment, payroll, license, excise, severance, stamp, occupation, premium, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any interest, penalty or addition thereto.

“Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Telecommunications Applications Services Division” means Seller’s telecommunications applications services division of the Business, operated primarily through the ChinaWeal Group, including all of Seller’s business, assets and properties used therein, and the other business, assets and properties devoted primarily to the provision of information technology (IT) software and services to customers engaged primarily in the telecommunications industry.

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“Transferred Companies” means LCSTSL, Han Consulting and Han Consulting’s Subsidiaries, including HMCL.

“Transaction Documents” means the Note, the Bill of Sale, the Escrow Agreement, the Assignment Agreement, the Onshore Transfer Agreements, the Registration Rights Agreement, the Procurement Agreement, the Trademark License Agreement, the Technology License Agreement and the Transitional Services Agreement, collectively.

“Transitional Services Agreement” means a transitional services agreement, dated the Closing Date, by and between Purchaser and Seller, in form and substance reasonably satisfactory to Purchaser and Seller, providing for the matters described in Section 5.14.

“U.S.” means the United States of America.

“U.S. GAAP” means generally accepted accounting principles in the U.S.

“US$” means the lawful currency of the United State of America.

“WTITL” means Wuhan Tongpu Information Technology Co., Ltd. ( ).

Section 1.2. Other Defined Terms. Other terms defined are in the other parts of this Agreement indicated below:

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Section 1.3. Interpretation. As used in this Agreement, except to the extent that the context otherwise requires:

(a) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;

(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c) whenever the words “include,” “includes” or “including” (or similar terms) are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(e) all terms defined in this Agreement have their defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

(f) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(g) if any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

(h) references to a Person are also to its permitted successors and assigns;

(i) the use of “or” is not intended to be exclusive unless expressly indicated otherwise;

(j) “contract” includes any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, franchise concession, contract, agreement, Permit, license, lease, purchase order, sales order, arrangement or other commitment, obligation or understanding, whether written or oral;

(k) “ordinary course of business” (or similar terms) shall be deemed followed by “consistent with past practice”;

(l) “assets” shall include “rights,” including rights under contracts;

(m) “reasonable efforts”, “best efforts” or similar terms shall not require the waiver of any rights under this Agreement.

ARTICLE II

PURCHASE AND SALE; CLOSING

Section 2.1. Purchase and Sale. At the Closing, upon the terms and subject to the conditions of this Agreement, Seller will (and will cause the Selling Subsidiaries to) sell, transfer, assign, convey and deliver or cause to be sold, transferred, assigned, conveyed and delivered, to Purchaser (or to one or more Purchasing Subsidiaries as designated by Purchaser at least five Business Days before Closing), and Purchaser will (or will cause one or more Purchasing Subsidiaries to) purchase from Seller, and acquire

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good and valid title to, free and clear of all Encumbrances (other than Permitted Encumbrances) all of the assets, properties and rights of Seller and its Affiliates that are now, or at the time of the Closing will be, primarily used or held for use in the Business (collectively, the “Assets”), including all assets reflected on the most recent balance sheet included in the Business Financial Statements and not subsequently disposed of in the ordinary course of business without breach of any provision of this Agreement, in each case other than the Excluded Assets described in Section 2.2. The Assets shall include:

(a) [RESERVED];

(b) all Tangible Property;

(c) all Inventory;

(d) all trade accounts receivable, all notes receivable and other rights to receive payments arising out of sales occurring in the conduct of the Business (other than the Telecommunications Applications Services Division or the Insurance IT Services Division) and the security agreements related thereto, including any rights of any of Seller or its Affiliates with respect to any third-party collection proceedings or any other actions or proceedings that have been commenced in connection therewith;

(e) all Business Intellectual Property;

(f) all rights of Seller and its Affiliates under all Outstanding Customer Contracts and, except as specifically excluded pursuant to Section 2.2(xi), all other contracts (other than contracts of the Telecommunications Applications Services Division or the Insurance IT Services Division) that are now, or at the time of the Closing will be, used or held for use in or necessary for the conduct of, the Business or relating to or arising out of the conduct of the Business, including all contracts under which Seller or any of its Affiliates have the right to protect the confidentiality of information relating to the Business or to prevent third parties from competing with the Business or soliciting employees of the Business, all agency and distributor agreements and also including the contracts listed in Section 3.17(a) of the Seller Disclosure Schedule (the “Assumed Contracts”);

(g) all Permits, other than Permits held by and used solely by the ChinaWeal Group or Lenovo AI and the Permits listed in Section 2.1(g) of the Seller Disclosure Schedule (the “Excluded Permits”) that are now, or at the time of the Closing will be, used or held for use in or otherwise necessary for the conduct of, the Business, including the Business Permits listed in Section 3.12(b) of the Seller Disclosure Schedule;

(h) all material files, documents, instruments, papers, books and records (whether in paper, digital or other tangible or intangible form) that are now, or at the time of the Closing will be, used or held for use in or otherwise necessary for the conduct of, the Business (other than the Telecommunications Applications Services Division or the Insurance IT Services Division), the Assets or the Assumed Liabilities, including all financial records, technical information, operating and production records, quality control records, blueprints, research and development notebooks and files, customer credit data, manuals, engineering and scientific data, sales and promotional literature, drawings, technical plans, business plans, budgets, price lists, lists of customers and suppliers and human resources and employee benefits data;

(i) all rights, claims and causes of action that are now, or at the time of the Closing will be, used or held for use in or otherwise necessary for the conduct of, the Business (other than the Telecommunications Applications Services Division or the Insurance IT Services Division) or any of the Assumed Liabilities or the Assets (including all of Seller’s or its Subsidiaries’ pre-Closing rights, claims,

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credits, causes of action or rights of set-off or counter-claim against manufacturers or vendors pursuant to manufacturers’ and vendors’ warranties, representations and guarantees covering the Tangible Property as of the Closing);

(j) all prepaid expenses, deferred charges, advance payments, security deposits (whether deposited with or paid by Seller