UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

AsiaInfo-Linkage, Inc.

(Name of Company)

Common Stock, par value $0.01

(Title of Class of Securities)

04518A104

(CUSIP Number)

Power Joy (Cayman) Limited

c/o CITIC Capital Partners Management Limited

28/F, CITIC Tower

1 Tim Mei Avenue

Central, Hong Kong

Attention: Vicki Hui, Venus Lam, Zhen Ji

+852 3710 6888

Edward Tian

Jean Qin Kong

PacificInfo Limited

Unit 906, Level 9, Cyberport 2

100 Cyberport Road

Hong Kong

+852 2122 8400

Jian (James) Ding

New Media China Investment I, Ltd.

28-7 Bishui Zhuangyuan, Changping District

Beijing 102206, People’s Republic of China

+(86) 10 5706-9898

Steve Zhang

c/o AsiaInfo-Linkage, Inc.

4th Floor, Zhongdian Information Tower

6 Zhongguancun South Street, Haidian District

Beijing 100086, People’s Republic of China

+(86) 10 8216-6688

With a copy to:

Mark J. Lehmkuhler

Davis Polk & Wardwell

The Hong Kong Club Building

3A Chater Road

Hong Kong

+852 2533 3300

Peter X. Huang

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

No. 1, Jianguomenwai Avenue

Beijing 100004, People’s Republic of China

+(86) 10 6535-5599

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 15, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  ¨

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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This amendment No. 2 to Schedule 13D (this “Amendment No. 2”) is filed jointly by Power Joy (Cayman) Limited (“Power Joy”), Edward Tian (the “Founder”), Jean Qin Kong, PacificInfo Limited (“PacificInfo” and, together with the Founder and Jean Qin Kong, the “Founder Parties”), Jian (James) Ding, New Media China Investment I, Ltd. (“New Media”) and Steve Zhang. Power Joy, the Founder Parties, Jian (James) Ding, New Media and Steve Zhang are each referred to herein as a “Reporting Person” and, collectively, as the “Reporting Persons.”

This Amendment No. 2 amends and supplements the statement on the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2013 (the “Schedule 13D”), as previously amended and supplemented by the amendment to the Schedule 13D filed on June 18, 2013, on behalf of the Reporting Persons. Except as provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On January 15, 2014, 208 employees of the Company (collectively, the “Additional Rollover Shareholders”), Holdco and Parent entered into an additional rollover agreement (the “Additional Rollover Agreement”), pursuant to which the Additional Rollover Shareholders agreed that, immediately prior to the effective time of the Merger, they would contribute to Parent an aggregate of 480,645 shares of Common Stock, representing in total approximately 0.7% of the Common Stock of the Company, based on 73,242,878 shares of Common Stock outstanding as of January 14, 2014, in exchange for 750,013 shares of Holdco. The information disclosed in this paragraph is qualified in its entirety by reference to a form of the Additional Rollover Agreement, a copy of which is filed as Exhibit 24 and is incorporated herein by reference in its entirety.

On January 15, 2014, 576 employees of the Company, including Steve Zhang, (each an “Option Holder” and, collectively, the “Option Holders”) each executed a subscription letter with Holdco (each a “Subscription Letter” and, collectively, the “Subscription Letters”), pursuant to which the Option Holders irrevocably elected to receive an aggregate of 756,834 shares of Holdco in consideration for the cancellation of Company Options (as defined in the Merger Agreement) representing an aggregate number of 485,205 shares of Common Stock, which represents in total approximately 0.7% of the Common Stock of the Company, based on 73,242,878 shares of Common Stock outstanding as of January 14, 2014. The information disclosed in this paragraph is qualified in its entirety by reference to a form of the Subscription Letter, a copy of which is filed as Exhibit 25 and is incorporated herein by reference in its entirety.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On December 19, 2013, at 3:00 p.m., Beijing time, a special meeting of stockholders of the Company was held at 4th Floor, Zhongdian Information Tower, 6 Zhongguancun South Street, Haidian District, Beijing, People’s Republic of China. At the special meeting, the Company’s stockholders voted in favor of the proposal to approve the agreement and plan of merger, dated as of May 12, 2013 (the “Merger Agreement”), by and among the Company, Skipper Limited (“Parent”) and Skipper Acquisition Corporation (“Merger Sub”), providing for the merger of Merger Sub with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).

On January 15, 2014, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into the Company, with the Company as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned subsidiary of Parent. Upon the consummation of the Merger, each issued and outstanding share of Common Stock, other than (a) shares of Common Stock held by Parent or any direct or indirect wholly owned subsidiary of Parent (including Merger Sub) immediately prior to the effective time and (b) shares of Common Stock held in the treasury of the Company, was converted automatically into the right to receive US$12.00 in cash without interest (the “Merger Consideration”). For the avoidance of doubt, there were no dissenting shares in the Merger as the Company did not receive any notice of objection from any shareholder prior to the vote to approve the Merger, which is required for exercising any dissenter rights. The Common Stock held by the Rollover Shareholders and Additional Rollover Shareholders were cancelled for no cash consideration.

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Upon the consummation of the Merger, the Company became a wholly-owned subsidiary of Parent and the separate corporate existence of Merger Sub ceased. As a result of the Merger, the Common Stock ceased to trade on the NASDAQ Global Market (“NASDAQ”) following the close of trading on January 15, 2014 and became eligible for delisting from NASDAQ and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Exchange Act.

Pursuant to the Voting Agreement, as amended on June 17, 2013, the Other Voting Shareholders and the Rollover Shareholders appeared at the special meeting or otherwise caused their shares of Common Stock to be counted as present thereat for the purpose of establishing a quorum, and voted or caused to be voted at such meeting all their shares of Common Stock in favor of the adoption of the Merger Agreement and approval of the Merger. The information disclosed in this paragraph is qualified in its entirety by reference to the Voting Agreement, a copy of which is filed as Exhibit 15, and is incorporated herein by reference in its entirety.

Pursuant to the Rollover Agreement, the Rollover Shareholders contributed to Parent an aggregate of 7,857,161 shares of Common Stock in connectin with the Merger. The information disclosed in this paragraph is qualified in its entirety by reference to the Rollover Agreement, a copy of which is filed as Exhibit 14 and is incorporated herein by reference in its entirety.

Pursuant to the Additional Rollover Agreement, the Additional Rollover Shareholders contributed to Parent an aggregate of 480,645 shares of Common Stock in exchange for 750,013 shares of Holdco. The information disclosed in this paragraph is qualified in its entirety by reference to the Additional Rollover Agreement, a copy of which is filed as Exhibit 24 and is incorporated herein by reference in its entirety.

Pursuant to the Subscription Letters, the Company Options representing an aggregate number of 485,205 shares of Common Stock held by the Option Holders were cancelled in consideration for 756,834 shares of Holdco. The information disclosed in this paragraph is qualified in its entirety by reference to a form of the Additional Rollover Agreement, a copy of which is filed as Exhibit 24 and is incorporated herein by reference in its entirety.

As a result of these transactions, as of January 15, 2014, none of the Reporting Persons, Additional Rollover Shareholders or Option Holders beneficially owns any shares of Common Stock.

Item 5. Interest in Securities of the Company

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a)-(b) As of the date of this statement, the Reporting Persons do not beneficially own any shares of Common Stock or have any voting power or dispositive power over any shares of Common Stock.

(c) Except for the transactions described in Item 4, none of the Reporting Persons, and, to their knowledge, none of the directors and officers of the Reporting Persons, has effected any transactions in the Common Stock during the past 60 days.

(d) Not applicable.

(e) January 15, 2014.

Item 7. Material to be Filed as Exhibits

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

[Signature page to 13D/A]

Exhibit 99.24

ROLLOVER AGREEMENT

ROLLOVER AGREEMENT (this “Agreement”) dated as of January 15, 2014 among Skipper Holdings Limited, a corporation formed under the laws of the Cayman Islands (“Holdco”), Skipper Limited, a corporation formed under the laws of the Cayman Islands and a wholly owned subsidiary of Holdco (“Parent”) and each of the stockholders of AsiaInfo-Linkage, Inc., a Delaware corporation (the “Company”) set forth on Schedule 1 hereto under the column titled “Rollover Shareholders” (each, a “Rollover Shareholder”, and collectively, the “Rollover Shareholders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

WHEREAS, Parent, Skipper Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and the Company have entered into an Agreement and Plan of Merger (as amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”) dated as of May 12, 2013 pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”);

WHEREAS, each Rollover Shareholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of such number of shares of common stock, par value $0.01 per share, of the Company (“Company Shares”) as set forth opposite such Rollover Shareholder’s name on Schedule 1 hereto under the column titled “Rollover Shares” (with respect to each Rollover Shareholder, the “Rollover Shares”);

WHEREAS, in connection with the consummation of the Transactions, the Rollover Shareholders each desire to contribute their respective Rollover Shares to Parent in exchange for such number of newly issued ordinary shares of Holdco set forth opposite such Rollover Shareholder’s name on Schedule 1 hereto under the column titled “Holdco Shares” (with respect to each Rollover Shareholder, the “Holdco Shares”);

WHEREAS, in connection with the consummation of the transactions contemplated by this Agreement and the Merger Agreement, each of Holdco and the Rollover Shareholders and any other shareholders of Holdco shall enter a Shareholders Agreement containing terms and conditions substantially in the form attached as Exhibit A hereto, as may be amended, restated or otherwise modified from time to time (the “Shareholders Agreement”); and

WHEREAS, in order to induce Parent, the Company, and Merger Sub to consummate the Transactions, including the Merger, and as permitted by the terms of the Merger Agreement, the Rollover Shareholders are entering into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE 1

CONTRIBUTIONS

Section 1.01. Rollover Shareholders’ Contributions in Exchange for Holdco Shares. At the Contribution Closing (as defined herein), upon the terms and subject to the conditions of this Agreement, each Rollover Shareholder hereby agrees, severally and not jointly, to transfer, contribute and deliver to Parent the Rollover Shares, free and clear of any Encumbrances (including any restriction on the right to vote, sell, transfer or otherwise dispose of such shares but in any event other than any restrictions set forth in this Agreement and any restrictions pursuant to applicable securities or “blue sky” laws) (such restrictions, “Legal Restrictions”). In consideration for the indirect benefit received by Holdco as a result of the contribution of the Rollover Shares to Parent, a wholly owned subsidiary of Holdco, pursuant to this Section 1.01, Holdco hereby agrees to issue at the Contribution Closing (as defined below) to each Rollover Shareholder the Holdco Shares. The parties hereto acknowledge and agree that the value of such Holdco Shares issued to each Rollover Shareholder is equal to (x) the total number of the Rollover Shares contributed by such Rollover Shareholder multiplied by (y) the Merger Consideration under the Merger Agreement. Each Rollover Shareholder hereby acknowledges and agrees that (i) delivery of the Holdco Shares shall constitute complete satisfaction of all obligations towards or sums due such Rollover Shareholder by Parent, Holdco and/or Merger Sub with respect to the Rollover Shares, and (ii) on receipt of the Holdco Shares, such Rollover Shareholder shall have no right to any Merger Consideration with respect to the Rollover Shares contributed to Parent by such Rollover Shareholder.

Section 1.02. Delivery of Certificates. Subject to the satisfaction (or waiver by the parties entitled to the benefit thereof) of the conditions set forth in Section 1.05 and Section 1.06 of this Agreement, the closing of the transactions contemplated hereby (the “Contribution Closing”) will take place at the offices of Shearman & Sterling LLP, 12/F Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong, or at such other location as the parties may mutually agree, immediately prior to the Effective Time (the “Closing Date”). At the Contribution Closing, (a) each Rollover Shareholder will deliver to Parent a certificate or certificates representing the Rollover Shares, together with executed instruments of transfer and any required transfer stamps affixed thereto, which will represent payment in full for the Holdco Shares, and (b) Holdco will issue to each Rollover Shareholder the Holdco Shares.

Section 1.03. Deposit of Rollover Shares. No later than the earlier of (x) the date that is 10 Business Days after the date of this Agreement and (y) five Business Days prior to the date of the Contribution Closing, the Rollover Shareholders and any agent of the Rollover Shareholders holding certificates evidencing any Rollover Shares (including, without limitation, any broker holding securities in “street name”) shall deliver or cause to be delivered to Parent all certificates representing Rollover Shares in such Persons’ possession, (a) duly endorsed for transfer or (b) with executed stock powers, both reasonably acceptable in form to Parent and sufficient to transfer such shares to Parent, or in lieu of certificates, an irrevocable authorization to transfer Rollover Shares held in book-entry form to Parent, for disposition in accordance with the terms of this Agreement (the “Share Documents”). The Share Documents shall be held by Parent or any agent authorized by Parent until the Contribution Closing.

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Section 1.04. Irrevocable Election.

(a) The execution of this Agreement by the Rollover Shareholders evidences, subject to Section 4.02, the irrevocable election and agreement by the Rollover Shareholders to contribute their respective Rollover Shares in exchange for Holdco Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 4.02, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) deposit any Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement with respect to any Rollover Shares, (iii) sell (constructively or otherwise), assign, transfer, pledge, grant, gift, encumber or otherwise dispose of (collectively, “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the Transfer of, any Rollover Shares or any right, title or interest thereto or therein (including by operation of applicable Law), (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under this Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv); provided, however, for the avoidance of doubt, that each Rollover Shareholder may engage in good faith discussions and negotiations regarding an Acquisition Proposal if the Company is permitted pursuant to the Merger Agreement to engage in such discussions and negotiations. Any purported Transfer in violation of this paragraph shall be void.

(b) Each Rollover Shareholder covenants and agrees, severally and not jointly, that such Rollover Shareholder shall promptly (and in any event within 24 hours) notify Parent and Holdco of any new Company Shares with respect to which beneficial ownership is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any options, warrants, convertible debt, other convertible instruments or rights to acquire shares or securities of the Company (“Company Securities”), if any, after the date hereof. Any such Company Shares shall automatically become subject to the terms of this Agreement, and Schedule 1 hereto shall be deemed amended accordingly.

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Section 1.05. Conditions to Obligations of Parent and Holdco. The obligation of Parent and Holdco to consummate the Contribution Closing is subject to the satisfaction (or waiver by Parent or the Company, as applicable) of all of the conditions to the consummation of the Merger contained in Article 8 of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction of such conditions at the Closing) and the requirement that no applicable Law shall prohibit the consummation of the transactions contemplated hereby. The obligation of Parent and Holdco to consummate the Contribution Closing is further subject to (i) the representations and warranties of each Rollover Shareholder contained in this Agreement being true in all material respects at and as of the Contribution Closing as if made at and as of such date and (ii) each Rollover Shareholder having performed in all material respects all of the obligations required to be performed by it under this Agreement prior to the Contribution Closing, including the execution of the Shareholders Agreement (or a joinder thereto).

Section 1.06. Conditions to Obligations of Rollover Shareholders. The obligations of each Rollover Shareholder to consummate the Contribution Closing are subject to the satisfaction (or waiver by Parent or the Company, as applicable) of all of the conditions to the consummation of the Merger contained in Article 8 of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction of such conditions at the Closing) and the requirement that no applicable Law shall prohibit the consummation of the transactions contemplated hereby. The obligations of each Rollover Shareholder to consummate the Contribution Closing are further subject to (i) the representations and warranties of Parent and Holdco contained in this Agreement being true in all material respects at and as of the Contribution Closing as if made at and as of such date and (ii) Parent and Holdco having performed in all material respects all of the obligations required to be performed by it under this Agreement prior to the Contribution Closing.

Section 1.07. Contribution Unwinding. If the Contribution Closing occurs, and the Merger is not consummated prior to the termination of the Merger Agreement, the parties hereto shall take all necessary actions to unwind the transactions contemplated by this Agreement and to put the parties in the same position as if the Contribution Closing shall not have occurred.

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ARTICLE 2

REPRESENTATIONS AND WARRANTIES

Section 2.01. Representations and Warranties of Parent and Holdco. Each of Parent and Holdco, severally and not jointly, hereby represents and warrants to each of the Rollover Shareholders as of the Closing Date as follows:

(a) Organization and Good Standing. Each of Parent and Holdco is an entity duly formed, validly existing and in good standing under the laws of its jurisdiction of organization.

(b) Due Authorization or Authority. The execution, delivery and performance by each of Parent and Holdco of this Agreement and (in the case of Holdco) the Shareholders Agreement and the consummation of the transactions contemplated hereby and thereby are within the corporate powers of each of Parent and Holdco, as the case may be, and have been duly authorized by all necessary corporate action. This Agreement constitutes, and (in the case of Holdco) the Shareholders Agreement when executed will constitute, a valid and binding agreement of Parent and/or Holdco, as the case may be, enforceable against Parent and/or Holdco, as the case may be, in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(c) Governmental Authorization; Noncontravention. The execution, delivery and performance by each of Parent and Holdco of this Agreement and (in the case of Holdco) the Shareholders Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate any applicable Law, (ii) violate the applicable organizational documents of Parent or Holdco, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Parent or Holdco or to a loss of any benefit to which Parent or Holdco is entitled under any provision of any agreement or other binding instrument or (iv) result in the creation or imposition of any lien on any asset of Parent or Holdco, except in the case of clauses (ii) through (iv) for such violations as would not adversely affect the exercise or fulfillment of the rights and obligations of the parties to this Agreement or the Shareholders Agreement.

(d) Capitalization. Each Holdco Share issued in accordance with the terms of this Agreement, (i) will have been duly authorized and validly issued, (ii) will be free of any Encumbrances (including any restriction on the right to vote, sell, transfer or otherwise dispose of such shares but in any event other than any restrictions set forth in this Agreement, the Shareholders Agreement and any Legal Restrictions) and (iii) will not be issued in violation of any preemptive rights or rights of first refusal created by statute, the organizational documents of Holdco or any agreement to which Holdco is a party or by which it is bound.

Section 2.02. Representations and Warranties of the Rollover Shareholders. To induce Parent to accept the Rollover Shares, and Holdco to issue the Holdco Shares, each Rollover Shareholder makes the following representations and warranties, severally and not jointly, to Parent and Holdco, each and all of which shall be true and correct as of the date of this Agreement and as of the Contribution Closing, and shall survive the execution and delivery of this Agreement:

(a) Organization and Good Standing. If the Rollover Shareholder is not an individual, such Rollover Shareholder is an entity duly formed, validly existing and in good standing (if applicable as a legal concept) under the laws of its jurisdiction of organization.

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(b) Due Authorization or Authority. If the Rollover Shareholder is not an individual, the execution, delivery and performance by such Rollover Shareholder of this Agreement and the Shareholders Agreement (including any joinder thereto) and the consummation of the transactions contemplated hereby and thereby are within the corporate, limited liability company or partnership powers of such Rollover Shareholder, and have been duly authorized by all necessary corporate, limited liability company or partnership action, in each case as applicable. If the Rollover Shareholder is an individual, such Rollover Shareholder has full legal power and capacity to execute and deliver this Agreement and the Shareholders Agreement (including any joinder thereto) and to perform such Rollover Shareholder’s obligations hereunder and thereunder. Assuming due authorization, execution and delivery by Holdco, Parent and the other Rollover Shareholders, this Agreement constitutes, and the Shareholders Agreement (including any joinder thereto) when executed will constitute, a valid and binding agreement of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). If such Rollover Shareholder is married, and if any of the Rollover Shares of such Rollover Shareholder constitute community property or spousal or other approval is otherwise needed for this Agreement to be legal, valid and binding, such Rollover Shareholder’s spouse has full legal power and capacity to execute and deliver this Agreement and to perform his or her obligations hereunder, and this Agreement has been duly and validly executed and delivered by such Rollover Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, Holdco and the other Rollover Shareholders, constitutes a legal, valid and binding obligation of such Rollover Shareholder’s spouse, enforceable against such Rollover Shareholder’s spouse in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(c) Governmental Authorization; Noncontravention. The execution, delivery and performance by the Rollover Shareholder of this Agreement and the Shareholders Agreement (including any joinder thereto) and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate any applicable Law, (ii) violate the applicable organizational documents of the Rollover Shareholder, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Rollover Shareholder or to a loss of any benefit to which the Rollover Shareholder is entitled under any provision of any agreement or other binding instrument or (iv) result in the creation or imposition of any Encumbrance on any asset of the Rollover Shareholder, except in the case of clauses (ii) through (iv) for such violations as would not adversely affect the exercise or fulfillment of the rights and obligations of the parties to this Agreement or the Shareholders Agreement.

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(d) Proceedings. There is no action, suit, investigation, complaint or other proceeding pending against such Rollover Shareholder or, to the knowledge of such Rollover Shareholder, any other Person or, to the knowledge of such Rollover Shareholder, threatened against any Rollover Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Rollover Shareholder of its obligations under this Agreement.

(e) Investment Purpose; No Registration. Each Rollover Shareholder,

(i) is acquiring the Holdco Shares for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof;

(ii) either alone or together with its advisors, has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Holdco Shares and is capable, without impairing such Rollover Shareholder’s financial condition, of bearing the economic risks of such investment, including the risk of the complete loss thereof, for an indefinite period of time;

(iii) either alone or together with its advisors, has reviewed all documents provided to it in connection with the investment in the Holdco Shares;

(iv) either alone or together with its advisors, has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Parent, Holdco and their representatives concerning the terms and conditions of the investment in the Holdco Shares and related matters and to obtain all additional information which such Rollover Shareholder and its advisors deem necessary;

(v) has relied only on its own tax advisor and not Parent, Holdco, the other Rollover Shareholders, the Company or any of their respective advisors, with respect to United States federal, state, local, foreign and other tax consequences arising from such Rollover Shareholder’s acquisition, ownership and disposition of the Holdco Shares;

(vi) understands and acknowledges that the Holdco Shares acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein;

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(vii) understands and acknowledges that (A) any Transfer of the Holdco Shares will be subject to contractual restrictions on Transfer set forth in the Shareholders Agreement and (B) the issuance of the Holdco Shares will not have been registered under the Securities Act or any other applicable securities laws (including such laws of jurisdictions other than the United States), and, therefore, after issuance such Holdco Shares cannot be sold except in compliance with the Securities Act, such other applicable securities or “blue sky” laws and the terms and conditions of the Shareholders Agreement and that, accordingly, it may not be possible for such Rollover Shareholder to sell the Holdco Shares in case of emergency or otherwise;

(viii) (x) understands and acknowledges that the Holdco Shares are being offered and issued outside the United States in an offshore transaction in reliance on Regulation S under the Securities Act (“Regulation S”); (y) is not acting on behalf of Holdco or the Company; and (z) is receiving the Holdco Shares in an offshore transaction in accordance with Regulation S.

(f) Ownership of Shares. Each Rollover Shareholder is the record or beneficial owner of the number of Rollover Shares set forth opposite such Rollover Shareholder’s name on Schedule 1 hereto, which Rollover Shares at the time of the Contribution Closing will be free and clear of any Encumbrances and other limitations or restrictions (including restrictions on the right to vote, sell, transfer or otherwise dispose of such shares but in any event other than any restrictions set forth in this Agreement or Legal Restrictions). Such Rollover Shareholder has sole voting power, sole power of disposition, sole power to demand dissenter’s rights (if applicable) and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Rollover Shares, with no limitations, qualifications, or restrictions on such rights (other than any Legal Restrictions). Such Rollover Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Rollover Shares, except as contemplated by this Agreement. Except as set forth on Schedule 1 hereto, such Rollover Shareholder does not own any Company Securities (including by way of derivative securities).

(g) Finder’s Fees. Except as disclosed to Holdco in writing prior to the date hereof, no investment or commercial banker, broker, finder or other intermediary is entitled to a fee or commission from Parent, Holdco or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Rollover Shareholder.

ARTICLE 3

OTHER COVENANTS

Section 3.01. Merger Agreement. Unless otherwise agreed in the Consortium Agreement (as defined in the Merger Agreement), the parties hereto acknowledge and agree that Parent will have sole discretion to negotiate and to take all actions and make all determinations to be taken or made by Parent under or in connection with the Merger Agreement, including, with respect to (a) Parent’s determination of whether the conditions set forth in the Merger Agreement have been satisfied by the appropriate parties thereto and/or whether to waive any of such conditions pursuant to the terms of the Merger Agreement, (b) Parent’s determination of the manner and timing of the Company’s compliance with the covenants applicable to the Company under the Merger Agreement, and (c) Parent’s determination of entering into any waiver or amendment of any provision of the Merger Agreement.

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Section 3.02. Agreement To Cooperate; Further Assurances. Each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement, including providing information and using reasonable best efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings.

Section 3.03. Reasonable Best Efforts. Subject to the terms and conditions of this Agreement, Holdco and each Rollover Shareholder will use reasonable best efforts to negotiate the Shareholders Agreement.

Section 3.04. Notification of Certain Matters. Each party to this Agreement shall give prompt notice to each other party if and to the extent such party has knowledge of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Contribution Closing and (b) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 3.04 shall not limit or otherwise affect any remedies available to the party receiving such notice. No disclosure by any party pursuant to this Section 3.04 shall prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Section 3.05. Fees and Expenses. Unless otherwise agreed in the Consortium Agreement, if this Agreement is terminated prior to the Contribution Closing, the fees and expenses incurred by any party hereto in preparing this Agreement and the other documentation for the Transactions and in evaluating and negotiating the Transactions (including all attorneys’ fees and costs relating thereto and any antitrust filing fees not previously paid by the Company) will be paid by the party incurring such fees and expenses.

Section 3.06. SAFE Registration. Each Rollover Shareholder who is, and, in respect of any Rollover Shareholder which is not a natural person, each of its direct or indirect shareholders or beneficial owners that is, a PRC resident (as defined in Circular 75) shall use his reasonable best efforts to (x) obtain, or cooperate with the Company such that Parent, Merger Sub and/or the Company (as applicable) shall obtain, prior to the Closing, from all applicable PRC Governmental Authorities, written documentation evidencing that all of the governmental authorizations required for the good standing of the Company’s Subsidiaries in the PRC or relating to “round trip” investments in respect of the Company or overseas investment by such Rollover Shareholder in respect of the Company or other overseas investment which are subject to any of the registration or reporting requirements of the PRC State Administration of Foreign Exchange or its local counterparts (“SAFE”) have been obtained as required by applicable PRC Law, including Circular 75 and (y) otherwise comply with all applicable registration or reporting requirements of SAFE under Circular 75 or any other applicable SAFE rules and regulations. “Circular 75” means Circular 75, issued by SAFE on October 21, 2005, titled “Notice Regarding Certain Administrative Measures on Financing and Inbound Investments by PRC Residents Through Offshore Special Purpose Vehicles,” (国家外汇管理局关于境内居民通过境外特殊目的公司融资及返程投资外汇管理有关问题的通知) effective as of November 1, 2005, or any successor or supplemental rule or regulation under PRC Law.

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Section 3.07. Tax Matters.

(a) Each Rollover Shareholder shall bear and pay, and reimburse, indemnify and hold harmless Holdco, Parent, Merger Subsidiary and, after the Effective Time, the Surviving Corporation, and any Affiliate thereof (collectively, the “Indemnified Parties”) for, from and against any and all liability for Taxes imposed or assessed on any Indemnified Party under any applicable PRC Laws (or an official interpretation thereof) (collectively, “PRC Taxes”) arising from or attributable to such Rollover Shareholder’s failure to pay or remit, or any Indemnified Party’s failure to withhold or failure to assist in withholding from payments to such Rollover Shareholder any PRC Taxes arising from (i) any of the transactions contemplated by this Agreement or the Merger Agreement, including receipt of Holdco Shares by such Rollover Shareholder or his Affiliates in exchange for the contribution of Rollover Shares to Holdco pursuant to this Agreement or receipt of any Merger Consideration (or other amounts) by such Rollover Shareholder or his Affiliates pursuant to the Merger Agreement, (ii) any of the transactions contemplated by the Business Combination Agreement dated December 4, 2009 among AsiaInfo Holdings, Inc., Linkage Technologies International Holdings Limited, and certain shareholders thereof party thereto, or (iii) any compensation (including stock, equity or equity-linked compensation) paid or granted to such Rollover Shareholder or his Affiliates prior to the Effective Time (the matters described in clauses (i)-(iii) above, collectively, “Tax Liabilities”).

(b) Each Rollover Shareholder further agrees and acknowledges that, upon any determination by a Governmental Authority that any PRC Taxes are incurred or assessed on any Indemnified Party, arising from or attributable to any Tax Liabilities, or that any filing or registration is required in connection with any Tax Liabilities, such Rollover Shareholder shall promptly, pursuant to such determination, (i) pay any such PRC Taxes and other amounts owed by it, (ii) make any such filings or registrations with respect to such PRC Taxes and other amounts, and (iii) cooperate in good faith with the Surviving Corporation and its Affiliates as necessary to resolve any inquiries, claims or other issues that may be raised by a Governmental Authority in connection with such Tax Liabilities.

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Section 3.08. Disposition of Shares upon Termination of Employment. If at any time a Rollover Shareholder’s employment with the Company or any of its subsidiaries is terminated under any circumstance other than a Satisfactory Exit (including, for the avoidance of doubt, in the event such Rollover Shareholder breaches any of the terms of any employment agreement in effect at the time of such termination), then the Company shall have the right, upon written notice to such Rollover Shareholder within 180 days of such termination, to require such Rollover Shareholder to sell or redeem, all, but not less than all, of such Rollover Shareholder’s Company Securities (as defined in the Shareholders Agreement) at the lower of (x) their Fair Market Value (provided that for the avoidance of doubt, the Fair Market Value of any Company Securities (other than Ordinary Shares), whether vested or unvested shall presumptively be zero) and (y) the subscription amount (or in the case such Company Securities were issued in consideration for the contribution of shares or other securities, the equivalent dollar value thereof) (any of the foregoing repurchase, sale or redemption transactions, an “Employee Redemption”). For the avoidance of doubt, if the Company does not elect to effect an Employee Redemption, such Rollover Shareholder shall remain bound by the terms of the Shareholders Agreement. For purposes of this paragraph, the meaning of the term “Fair Market Value” shall be determined by the board of directors of the Company or any applicable committee thereof, in good faith, which determination shall be final and binding. “Satisfactory Exit” means any termination of employment in a manner and on terms satisfactory to or otherwise approved by the human resources or other authorized division of the Company (subject to the review and approval of the board of directors of the Company or any applicable committee thereof). If a Rollover Shareholder is permitted to transfer any of its Company Securities (under the terms of the Shareholders Agreement or otherwise), prior to any such transfer, it shall procure that any transferees shall have agreed in writing to be bound by the terms of this Agreement (including this Section).

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ARTICLE 4

MISCELLANEOUS

Section 4.01. Notices. All notices, requests and other communications to any party hereto shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as receipt of such e-mail is requested and received) and shall be given:

If to Parent or Holdco, to:

Skipper Limited

28/F, CITIC Tower

1 Tim Mei Avenue

Central, Hong Kong

Attention: Vicki Hui, Venus Lam, Zhen Ji

Facsimile No.: +852 2111 9699, +86 21 3218 0303

E-mail: vickihui@citiccapital.com, vlam@citiccapital.com,

zhenji@citiccapital.com

Skipper Holding Limited

28/F, CITIC Tower

1 Tim Mei Avenue

Central, Hong Kong

Attention: Vicki Hui, Venus Lam, Zhen Ji

Facsimile No.: +852 2111 9699, +86 21 3218 0303

E-mail: vickihui@citiccapital.com, vlam@citiccapital.com,

zhenji@citiccapital.com

with a copy to:

Davis Polk & Wardwell

Hong Kong Club Building

3A Chater Road

Hong Kong

Attention: Mark J. Lehmkuhler, Esq.

Facsimile No.: +852 2533 3388

E-mail: mark.lehmkuhler@davispolk.com

Skadden, Arps, Slate, Meagher & Flom LLP

30Floor, China World Office 2

No. 1 Jianguomenwai Avenue

Beijing 100004, China

Attention: Peter X. Huang, Esq.

Facsimile No.: +86 10 6535 5577

E-mail: peter.huang@skadden.com

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If to any Rollover Shareholder, to it at its address set forth below:

c/o AsiaInfo-Linkage, Inc.

4th Floor, Zhongdian Information Tower

6 Zhongguancun South Street, Haidian District

Beijing 10086, China

Section 4.02. Termination. This Agreement shall automatically terminate if at any time prior to the Contribution Closing the Merger Agreement shall have been terminated in accordance with its terms. If this Agreement shall terminate as provided in this Section 4.02, this Agreement shall forthwith become wholly void and of no further force or effect (except as set forth in Sections 1.07 and 3.05) and there shall be no liability hereunder on the part of any parties hereto. Notwithstanding the foregoing, (i) no party hereto shall be relieved from liability for any willful breach of this Agreement and (ii) the provisions of this Article 4 shall survive termination of this Agreement.

Section 4.03. Governing Law; Consent to Jurisdiction.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, excluding (to the greatest extent a New York court would permit) any rule of law that would cause the application of the laws of any jurisdiction other than the State of New York.

(b) Any Action arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination and the parties’ rights and obligations hereunder shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of the City of New York. The parties hereto hereby (i) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of the City of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement may not be enforced in or by any of the above-named courts. Each of the parties hereto agrees that service of process upon such party in any such Action shall be effective if such process is given as a notice in accordance with Section 4.01 of this Agreement.

Section 4.04. WAIVER OF TRIAL BY JURY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO (I) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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Section 4.05. Binding Effect; Assignment. (a) This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(b) Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, delegated or otherwise transferred by any of the parties hereto, in whole or in part (whether by operation of applicable Law or otherwise), without the prior written consent of the other parties, and any attempt to make any such assignment without such consent shall be null and void.

Section 4.06. Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or other electronic transmission), and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other parties hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 4.07. Survival. The representations and warranties contained herein will survive the Contribution Closing indefinitely.

Section 4.08. Amendments And Waivers. No amendment, modification or supplement to the Agreement shall be enforced against any party unless such amendment, modification or supplement is in writing and signed by each of the parties hereto. Any waiver by any party of any term of this Agreement shall not operate as or be construed to be a waiver of any other term of this Agreement. Any waiver must be in writing and signed by the party charged therewith.

Section 4.09. Integration. This Agreement and the Merger Agreement and the documents referred to herein and therein or delivered pursuant hereto or thereto contain the entire understanding of the parties with respect to the subject matter hereof and thereof. This Agreement supersedes all prior agreements and understandings between the parties with respect to this subject matter. There are no third party beneficiaries having rights under or with respect to this Agreement.

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Section 4.10. Severability. If any term, provision, covenant or restriction of this Agreement is invalid, void, illegal or incapable of being enforced by any rule of applicable Law or public policy, all other terms, covenants and restrictions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are fulfilled to the extent possible.

Section 4.11. Specific Performance. The parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder will cause irreparable injury to the other parties, for which damages, even if available, will not be a complete and adequate remedy. Accordingly, the parties hereto agree that each shall be entitled to seek injunctive relief by any court of competent jurisdiction to compel performance of such party’s obligations hereunder, in addition to any other rights or remedies available hereunder or at law or in equity.

Section 4.12. No Presumption Against Drafting Party. Each of the parties hereto acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any applicable Law that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

Section 4.13. Other Definitional and Interpretative Provisions. Unless specified otherwise, in this Agreement the obligations of any party consisting of more than one person are joint and several. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions and headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

[Signature Page to Rollover Agreement]

[Signature Page to Rollover Agreement]

Exhibit 99.25

SUBSCRIPTION LETTER

January 15, 2014

Ladies and Gentlemen:

1. Introduction. Reference is made to that certain Agreement and Plan of Merger (“Merger Agreement”) among Skipper Limited, Skipper Acquisition Corporation and AsiaInfo-Linkage, Inc. (“Target”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.

2. Subscription of Shares. Pursuant to Section 3.04 of the Merger Agreement and subject to the terms of this letter agreement, the undersigned (the “Option Holder”) employee of Target and holder of an Option Tranche hereby irrevocably elects to receive, in consideration for the cancellation of the number of its Company Options set forth opposite its name in Schedule I hereto under the heading “Option Amount” (the “Option Amount”), and hereby subscribes for, that number and class of shares (“Shares”) of Skipper Holdings Limited, a Cayman Islands exempted company with limited liability (the “Company”), that is set forth opposite its name on Schedule I hereto under the heading “Shares”. The Option Holder hereby irrevocably authorizes the Company and the Target to take any and all actions to effect the foregoing cancellation and subscription, including providing to any broker or administrator in respect of such Option Tranche to cancel the Option Amount without payment of its Intrinsic Value to the Option Holder. The Shares shall be issued and allotted to the Option Holder as set forth opposite its name on Schedule I hereto by the Company, credited as fully paid, at the Closing.

3. Conditions. The issuance and subscription of the Shares to the Option Holder under this letter agreement shall be subject to the following conditions: (a) the representations and warranties contained herein shall be true and correct at the Closing in all respects as if made at such time and (b) the Option Holder shall have duly executed and delivered to the Company a joinder agreement to the shareholders agreement to be entered into among the Company and its shareholders (the “Shareholders Agreement”) at the Closing.

4. Representations and Warranties. The Option Holder hereby represents and warrants as of the Closing to the Company as follows:

(a) The Option Holder is the record or beneficial owner of the number of Company Options which forms part of an Option Tranche as set forth opposite its name on Schedule I hereto, and which are free and clear of any Encumbrances and other limitations or restrictions.

(b) The Option Holder is subscribing for the Shares hereunder for its own account with the present intention of holding such Shares for purposes of investment, and that it has no intention of selling such Shares in a public distribution in violation of any applicable U.S. federal or state securities laws.

(c) The Option Holder is not resident in the United States and is acquiring the Shares in an offshore transaction under Rule 903 of the U.S. Securities Act of 1933, as amended.

(d) The Option Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company. The Option Holder is able to bear the economic risks of an investment in the Shares and can afford a complete loss of such investment.

(e) Each of this letter agreement and the Shareholders Agreement has been duly executed and delivered by the Option Holder and, assuming due authorization, execution and delivery by the Company and the other parties thereto, constitutes a valid and binding obligation of the Option Holder, enforceable against the Option Holder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(f) Neither the execution, delivery or performance of this letter agreement or the Shareholders Agreement by the Option Holder nor the consummation by the Option Holder of the transactions contemplated hereby or thereby shall violate any law applicable to the Option Holder.

5. Tax Matters. The Option Holder agrees to bear and pay, and reimburse, indemnify and hold harmless the Company, Parent, Merger Subsidiary and, after the Effective Time, the Surviving Corporation, and any Affiliate thereof (collectively, the “Indemnified Parties”) for, from and against any and all liability for Taxes imposed or assessed on any Indemnified Party under any applicable PRC Law (or an official interpretation thereof) (collectively, “PRC Taxes”) arising from or attributable to the Option Holder’s failure to pay or remit, or any Indemnified Party’s failure to withhold or failure to assist in withholding from payments to the Option Holder any PRC Taxes arising from (i) any of the transactions contemplated by this letter agreement or the Merger Agreement, including receipt of the Shares by the Option Holder in exchange for the cancellation of the Option Amount pursuant hereto or (ii) any compensation (including stock, equity or equity-linked compensation) paid or granted to the Option Holder prior to the Effective Time (the matters described in clauses (i)-(ii) above, collectively, “Tax Liabilities”).

The Option Holder further agrees and acknowledges that, upon any determination by a Governmental Authority that any PRC Taxes are incurred or assessed on any Indemnified Party, arising from or attributable to any Tax Liabilities, or that any filing or registration is required in connection with any Tax Liabilities, the Option Holder shall promptly, pursuant to such determination, (i) pay any such PRC Taxes and other amounts owed by it, (ii) make any such filings or registrations with respect to such PRC Taxes and other amounts, and (iii) cooperate in good faith with the Surviving Corporation and its Affiliates as necessary to resolve any inquiries, claims or other issues that may be raised by a Governmental Authority in connection with such Tax Liabilities.

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6. Disposition of Shares upon Termination of Employment. If at any time the Option Holder’s employment with the Company or any of its subsidiaries is terminated under any circumstance other than a Satisfactory Exit (including, for the avoidance of doubt, in the event the Option Holder breaches any of the terms of any employment agreement in effect at the time of such termination), then the Company shall have the right, upon written notice to the Option Holder within 180 days of such termination, to require the Option Holder to sell or redeem, all, but not less than all, of the Option Holder’s Company Securities (as defined in the Shareholders Agreement) at the lower of (x) their Fair Market Value (provided that for the avoidance of doubt, the Fair Market Value of any Company Securities (other than Ordinary Shares), whether vested or unvested shall presumptively be zero) and (y) the subscription amount (or in the case such Company Securities were issued in consideration for the contribution of shares or other securities, the equivalent dollar value thereof) (any of the foregoing repurchase, sale or redemption transactions, an “Employee Redemption”). For the avoidance of doubt, if the Company does not elect to effect an Employee Redemption, the Option Holder shall remain bound by the terms of the Shareholders Agreement. For purposes of this paragraph, the meaning of the term “Fair Market Value” shall be determined by the board of directors of the Company or any applicable committee thereof, in good faith, which determination shall be final and binding. “Satisfactory Exit” means any termination of employment in a manner and on terms satisfactory to or otherwise approved by the human resources or other authorized division of the Company (subject to the review and approval of the board of directors of the Company or any applicable committee thereof).

If the Option Holder is permitted to transfer any of its Company Securities (under the terms of the Shareholders Agreement or otherwise), prior to any such transfer, it shall procure that any transferees shall have agreed in writing to be bound by the terms of this letter agreement (including the foregoing paragraph).

7. SAFE Registration. If the Option Holder is (or if the Option Holder is not a natural person, if any direct or indirect shareholders or beneficial owners is) a PRC resident (as defined in Circular 75), he or she shall use his or her reasonable best efforts to (x) obtain, or cooperate with the Company such that the Company, Parent, Merger Sub and/or the Target (as applicable) shall obtain, prior to the Closing, from all applicable PRC Governmental Authorities, written documentation evidencing that all of the governmental authorizations required for the good standing of the Target’s Subsidiaries in the PRC or relating to “round trip” investments in respect of the Target or overseas investment by the Option Holder in respect of the Target or other overseas investment which are subject to any of the registration or reporting requirements of the PRC State Administration of Foreign Exchange or its local counterparts (“SAFE”) have been obtained as required by applicable PRC Law, including Circular 75, and (y) otherwise comply with all applicable registration or reporting requirements of SAFE under Circular 75 or any other applicable SAFE rules and regulations. “Circular 75” means Circular 75, issued by SAFE on October 21, 2005, titled “Notice Regarding Certain Administrative Measures on Financing and Inbound Investments by PRC Residents Through Offshore Special Purpose Vehicles,” (国家外汇管理局关于境内居民通过境外特殊目的公司融资及返程投资外汇管理有关问题的通知) effective as of November 1, 2005, or any successor or supplemental rule or regulation under PRC Law.

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8. Miscellaneous.

(a) All notices, requests and other communications to any party hereto shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as receipt of such e-mail is requested and received) and shall be given if to the Company, to the address written on the first page of this letter agreement, with attention to Vicki Hui, Venus Lam and Zhen Ji, facsimile no: +852 2111 9699, +86 21 3218 0303, e-mail: vickihui@citiccapital.com, vlam@citiccapital.com, zhenji@citiccapital.com; and with a copy to Davis Polk & Wardwell, Hong Kong Club Building, 3A Chater Road, Hong Kong, with attention to Mark J. Lehmkuhler, Esq., facsimile no.: +852 2533 3388, e-mail: mark.lehmkuhler@davispolk.com. Notices to the Option Holder shall be sent as set forth opposite its name in Schedule I hereto under the heading “Notices”.

(b) This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Any dispute arising out of or in connection with this letter agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of the City of New York. Each of the parties hereto hereby irrevocably waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this letter agreement.

(c) This letter agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and assigns, and nothing in this letter agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this letter agreement, except that the parties agree that Target and any Indemnified Parties shall be express third-party beneficiaries of this letter agreement.

(d) The Option Holder may not assign any of its rights, interests or obligations hereunder, in whole or in part (whether by operation of applicable law or otherwise), without the prior written consent of the Company, and any attempt to make any such assignment without such consent shall be null and void.

(e) This letter agreement may be executed in one or more counterparts (including by facsimile or other electronic transmission), and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signature pages follow]

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SCH I

Acknowledged and agreed as of the date first written above:

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