SEC Form 4

FORM 4
[  ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b). UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person^* Bao Fan (Last)                      (First)                      (Middle) 4/F Zhongdian Information Tower Zhongguancun South Street, Haidian District (Street) Beijing       100086   China (City)                      (State)                      (Zip)
2. Issuer Name
and Ticker or Trading Symbol
AsiaInfo Holdings, Inc.
ASIA 3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary) 4. Statement for
    (Month/Day/Year
02/21/2003
5. If Amendment,
    Date of Original
    (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
   Director      10% Owner X Officer (give title below)        Other (specify below)
Description           Senior Vice President and Chief Strategy Officer 7. Individual or Joint/Group
    Filing (Check Applicable Line)
X   Form filed by One Reporting Person      Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security     (Instr. 3)	2.Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction     Code     (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D)     (Instr. 3, 4, and 5)			5. Amount of     Securities     Beneficially     Owned Following     Reported Transaction(s)     (Instr. 3 and 4)	6. Owner-     ship     Form:     Direct (D)     or     Indirect (I)     (Instr. 4)	7. Nature of      Indirect      Beneficial      Ownership     (Instr. 4)
			Code	V	Amount	A/D	Price
Common Stock	02/20/2003		S		10,000	D	$4.03		I
Common Stock	02/21/2003		S		35,000	D	$4.00	50,000	I	Shares held by wholly-owned corporation

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security     (Instr. 3)

2. Conver-     sion or     Exercise     Price of     Deri-     vative     Security

3. Transaction Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/ Day/ Year)

4. Transaction Code     (Instr.8)

5. Number of Derivative     Securities Acquired (A)     or Disposed Of (D)     (Instr. 3, 4 and 5)

6. Date Exercisable(DE) and     Expiration Date(ED)     (Month/Day/Year)

7. Title and Amount of     Underlying Securities     (Instr. 3 and 4)

8. Price     of     Derivative     Security     (Instr.5)

9. Number of     Derivative     Securities     Beneficially     Owned     Following     Reported     Transaction(s)     (Instr.4)

10. Owner- ship Form of Deriv- ative Securities: Direct (D) or Indirect (I) (Instr.4)

11. Nature of       Indirect       Beneficial       Ownership       (Instr.4)

Code

V

A

D

DE

ED

Title

Amount or Number of Shares

Stock Options (right to acquire common stock)

$29.625

Note 1

04/17/2010

Common Stock

150,000

$0

150,000

D

Stock Options (right to acquire common stock)

$11.875

Note 2

10/12/2010

Common Stock

100,000

$0

100,000

D

Stock Options (right to acquire common stock)

$9.25

Note 3

01/16/2011

Common Stock

40,000

$0

40,000

D

Stock Options (right to acquire common stock)

$9.625

Note 4

04/04/2011

Common Stock

40,000

$0

40,000

D

Stock Options (right to acquire common stock)

$4.03

Note 5

08/15/2012

Common Stock

120,000

$0

120,000

D

Explanation of Responses:

Note 1: 150,000 stock options with an exercise price of $29.625 were granted as of April 17, 2000. These options vest in four annual instalments of 35%, 20%, 20% and 25%, beginning on the first anniversary date of the grant date.
Note 2: 100,000 stock options with an exercise price of $11.875 were granted as of October 12, 2000. These options vest in four annual instalments of 35%, 20%, 20% and 25%, beginning on April 17, 2001.
Note 3: 40,000 stock options with an exercise price of $9.25 were granted as of January 16, 2001. These options vest in two instalments of 25% each on the first and second anniversary date of the grant date, and in eight subsequent quarterly instalments of 6.25% each, commencing on April 17, 2003 and ending on January 16, 2005.
Note 4: 40,000 stock options with an exercise price of $9.625 were granted as of April 4, 2001. These options vest in two instalments of 25% each on the first and second anniversary date of the grant date, and in eight subsequent quarterly instalments of 6.25% each, commencing on July 5, 2003 and ending on April 4, 2005.
Note 5: 120,000 stock options with an exercise price of $4.03 were granted on August 15, 2002. These options vest in two installments of 25% each on the first and second anniversary of the grant date, and in eight subsequent quarterly installments of 6.25% each, commencing on November 15, 2004 and ending on August 15, 2006.

By:	Date:
/s/ Fan Bao	02/25/2003
** Signature of Reporting Person	SEC 1474 (9-02)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.