ASIAINFO HOLDINGS, INC.
SECTION 1. REGISTERED OFFICE. The registered office of the Corporation shall be located in the State of
Delaware at CorpAmerica, Inc., 30 Old Rudnick Lane, Dover, Kent County, Delaware 19901.
SECTION 2. OTHER OFFICES. The Corporation may also have offices at such other places both within and
without the State of Delaware as the Board of Directors may from time to time determine.
MEETINGS OF STOCKHOLDERS
SECTION 1. TIME AND PLACE OF MEETINGS. Meetings of the stockholders for the election of directors
or for any other purpose shall be held at such time and place, either within or without the State of Delaware as
shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
SECTION 2. ANNUAL MEETINGS. The Annual Meetings of Stockholders shall be held on such date and at
such time as shall be designated from time to time by the Board of Directors and stated in the notice of the
meeting, at which meetings the stockholders shall elect by a plurality vote a Board of Directors, and transact such
other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the
place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less
than ten nor more than sixty days before the date of the meeting.
SECTION 3. SPECIAL MEETINGS. Unless otherwise prescribed by law or by the Certificate of
Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (I) the
Chairman, if there be one, or (ii) the President, (iii) any Vice President, if there be one, (iv) the Secretary or (v)
any Assistant Secretary, if there be one, and shall be called by any such officer at the request in writing of a
majority of the Board of Directors or at the request in writing of stockholders owning a majority