5 losers from the 2011 AFC Champions League qualifying play-offs (including any of the 2010 AFC Cup finalists which fail to fulfil the criteria set by AFC to compete in the 2011 AFC Champions League, and thus directly enter the 2011 AFC Cup)
The draw for the group stage was held in Kuala Lumpur, Malaysia on 7 December 2010. Clubs from the same country may not be drawn into the same group. The winners and runners-up of each group advanced to the knockout stage.
Based on the results from the group stage, the matchups of the round of 16 were decided as below. Each tie was played in one match, hosted by the winners of each group (Team 1) against the runners-up of another group (Team 2).
The draw for the quarter-finals, semi-finals, and final was held in Kuala Lumpur, Malaysia on 7 June 2011. In this draw, the "country protection" rule was applied: if there are exactly two clubs from the same country, they may not face each other in the quarter-finals; however, if there are more than two clubs from the same country, they may face each other in the quarter-finals.