Asiaone 1-42

PROSPECTUS DATED 23 MAY 2000
SPH ASIAONE LTD
(Incorporated in the Republic of Singapore on 23 July 1999)
INITIAL PUBLIC OFFERING
AND LISTING ON THE MAIN BOARD OF
THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED
INVITATION
in respect of 148,000,000 New Shares
(subject to the Over-Allotment Option)
comprising
INTERNET OFFER TRANCHE : 37,000,000 New Shares *
PUBLIC OFFER TRANCHE : 22,200,000 New Shares *
RESERVED TRANCHE : 14,800,000 New Shares *
PLACEMENT TRANCHE : 74,000,000 New Shares
* Subject to reallocation and different allocation process for each tranche.
OFFERING PRICE : $0.60 FOR EACH NEW SHARE payable in full on application
Manager, Underwriter and Placement Agent
CITICORP INVESTMENT BANK (SINGAPORE) LIMITED
Joint Placement Agent
ING BARINGS SOUTH EAST ASIA LTD
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER "RISK FACTORS" BEGINNING ON PAGE 24 OF
THIS PROSPECTUS PRIOR TO SUBSCRIBING FOR ANY SHARES.
We have applied to the Singapore Exchange Securities Trading Limited ("SGX-ST") for permission to deal in and for quotation of all our
ordinary shares of par value $0.05 each (the "Shares") comprising both existing issued and fully paid-up Shares as well as the new Shares
which are the subject of this Invitation (the "New Shares"). Such permission will be granted when we have been admitted to the Official
List of the SGX-ST. Our allocation of the New Shares will be conditional upon completion of the Invitation, which is subject to certain
conditions, including the SGX-ST granting permission to deal in and for quotation of all of our existing issued and fully paid-up Shares
as well as the New Shares. If the completion of the Invitation does not occur because the SGX-ST's permission is not granted or for
any other reasons, monies paid in respect of any allocation will be returned at your own risk, without interest or any share of revenue
or other benefit arising therefrom and you will not have any claim against us or the Manager.
The SGX-ST assumes no responsibility for the correctness of any of the statements or opinions made or reports contained in this
Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company
or our Group or our Shares. We have lodged a copy of this Prospectus with the Registrar of Companies and Businesses in Singapore
who takes no responsibility for its contents. We have not lodged or registered this Prospectus in any other jurisdiction.

CONTENTS
CORPORATE INFORMATION...................................................................................................... 4
DEFINITIONS ................................................................................................................................ 5
GLOSSARY OF TECHNICAL TERMS ........................................................................................ 9
DETAILS OF OUR INVITATION
— Listing On The SGX-ST ....................................................................................................... 11
— Structure Of Our Invitation ................................................................................................... 12
— Results of Application And Distribution ............................................................................... 16
— Indicative Timetable For Listing ........................................................................................... 17
— Selling Restrictions ............................................................................................................... 18
PROSPECTUS SUMMARY .......................................................................................................... 19
FINANCIAL STATISTICS.............................................................................................................. 23
RISK FACTORS ............................................................................................................................ 24
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ..................................... 33
USE OF PROCEEDS ................................................................................................................... 34
DIVIDEND POLICY ....................................................................................................................... 35
SELECTED FINANCIAL DATA .................................................................................................... 36
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS......................... 37
GENERAL INFORMATION ON OUR GROUP
— History ................................................................................................................................... 43
— Group Structure .................................................................................................................... 44
— Share Capital ........................................................................................................................ 44
— Description Of Our Ordinary Shares ................................................................................... 46
— Shareholders ......................................................................................................................... 50
— Moratorium ............................................................................................................................ 50
— Dilution .................................................................................................................................. 50
BUSINESS
— Industry Overview ................................................................................................................. 52
— Strategy ................................................................................................................................. 54
— Business Model .................................................................................................................... 55
— Core Business ...................................................................................................................... 58
— Joint Ventures, Strategic Alliances And Investments ......................................................... 71
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— Customers And Suppliers .................................................................................................... 73
— Competition ........................................................................................................................... 74
— Competitive Strengths .......................................................................................................... 75
— Expansion Plans ................................................................................................................... 77
— Marketing And Branding Strategy ........................................................................................ 82
— Product Development Initiatives .......................................................................................... 83
— Intellectual Property .............................................................................................................. 84
— Government Regulation ........................................................................................................ 84
— Property, Plant And Equipment............................................................................................ 85
— Insurance............................................................................................................................... 87
DIRECTORS, SENIOR MANAGEMENT AND STAFF
— Board Of Directors ............................................................................................................... 88
— Committees Of The Board of Directors .............................................................................. 90
— Directors’ Remuneration ....................................................................................................... 90
— Executive Officers ................................................................................................................. 91
— Service Agreements ............................................................................................................. 92
— Directorships ......................................................................................................................... 93
— Staff ....................................................................................................................................... 97
— Share Option Schemes ........................................................................................................ 97
INTERESTED PERSON TRANSACTIONS.................................................................................. 103
SHAREHOLDERS’ MANDATE ..................................................................................................... 107
POTENTIAL CONFLICTS OF INTEREST .................................................................................. 113
DIRECTORS’ REPORT ................................................................................................................. 116
REPORT OF THE INDEPENDENT PUBLIC ACCOUNTANTS.................................................. 117
FINANCIAL STATEMENTS .......................................................................................................... 118
GENERAL AND STATUTORY INFORMATION........................................................................... 142
APPENDIX A
CONTENTS
— Terms And Conditions And Procedures For Application .................................................... 155
— Additional Terms And Conditions For Applications Using Application Forms ................... 160
— Additional Terms And Conditions For Electronic Applications ........................................... 163
— Internet Offer Tranche: Registration with AsiaOne ............................................................. 170
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APPENDIX B
— Rules Of The AsiaOne Pre-IPO Share Option Scheme .................................................... 172
APPENDIX C
CONTENTS
— Rules Of The AsiaOne (2000) Post-IPO Share Option Scheme ...................................... 190
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CORPORATE INFORMATION
Board of Directors : Wong Yuen Weng Ernest (Non-Executive Chairman)
Low Huan Ping (Chief Executive Officer)
Tan Teck Huat (Chief Financial Officer)
Koh Boon Hwee
Eddie Kuo Chen-Yu
Soon Tit Koon
Teo Ming Kian
Tjong Yik Min
Company Secretary : Ginney Lim May Ling, LLB (Hons)
Assistant Company Secretary : Janice Wu Sung Sung, LLB (Hons)
Registered Office : 82 Genting Lane
News Centre
Singapore 349567
Share Registrar and Share : Lim Associates (Pte) Ltd
Transfer Office 10 Collyer Quay #19-08
Ocean Building
Singapore 049315
Manager, Underwriter and : Citicorp Investment Bank (Singapore) Limited
Placement Agent 3 Temasek Avenue #17-00
Centennial Tower
Singapore 039190
Joint Placement Agent : ING Barings South East Asia Ltd
9 Raffles Place #19-02
Republic Plaza
Singapore 048619
Auditors and Reporting : Ernst & Young
Accountants Certified Public Accountants
10 Collyer Quay #21-01
Ocean Building
Singapore 049315
Solicitors to the Invitation : Wong Partnership
80 Raffles Place #58-01
UOB Plaza 1
Singapore 048624
Receiving Bank : Citibank, N.A.
3 Temasek Avenue #17-00
Centennial Tower
Singapore 039190
Principal Banker : Citibank, N.A.
3 Temasek Avenue #17-00
Centennial Tower
Singapore 039190
4

DEFINITIONS
In this Prospectus and the accompanying Application Forms, the following definitions apply where
the context so admits:-
Group companies
“AsiaOne” or the “Company” : SPH AsiaOne Ltd
“Zaobao.com” : Zaobao.com Ltd
Other companies
“Asianbourses.com” : Asianbourses.com Pte Ltd
“FantasticOne” : FantasticOne (Asia Pacific) Pte Ltd
General
“Application Forms” : The printed application forms to be used for the purpose of the
Invitation and which form part of this Prospectus
“Application List” : The list of applications for subscription of the New Shares
“AsiaOne IPO website” or : www.asiaone.com/IPO
“our IPO website”
“ATM” : Automated teller machine of a Participating Bank
“ATM Electronic Applications” : Applications for the New Shares made by way of ATMs
“Capital Injection” : The injection of $40 million fresh capital by SPH in our Company
on 15 March 2000
“CATS” : The Straits Times Classified Ads
“CDP” : The Central Depository (Pte) Limited
“Citibank” : Citibank, N.A.
“Citicorp” : Citicorp Investment Bank (Singapore) Limited
“Companies Act” : Companies Act, Chapter 50, of Singapore, as amended,
modified or supplemented from time to time
“Company” : SPH AsiaOne Ltd. The terms “we”, “our”, “our Company” or
“us” have correlative meanings
“CPF” : The Central Provident Fund
“Directors” : The directors of our Company as at the date of this Prospectus
“EGM” : Extraordinary General Meeting
“Electronic Applications” : ATM Electronic Applications and applications made through the
Internet
“Executive Officers” : The executive officers of our Company as at the date of this
Prospectus
5

“FY” : Financial year ended or ending 31 August
“Group” : SPH AsiaOne Ltd and its subsidiary
“IB” : Internet banking through the Internet Banks
“IDA” : Infocomm Development Authority of Singapore
“IDC” : International Data Corporation
“ING Barings” or “Joint : ING Barings South East Asia Ltd, as agent for ING Bank N.V.
Placement Agent”
“Internet Banks” : Citibank, The Development Bank of Singapore Ltd (“DBS Bank”),
Overseas Union Bank Limited (“OUB”) and United Overseas
Bank Limited (“UOB”)
“Internet IPO Website” : Any one of AsiaOne IPO website, IB websites of the Internet
Banks, or Internet trading websites of the Internet Stockbrokers
“Internet Offer” or “Internet : The offer of initially 37,000,000 New Shares at the Offering
Offer Tranche” Price for applications through the Internet
“Internet Offer Tranche : Applications by Qualifying Users for the New Shares
Applications”
“Internet Stockbrokers” : DMG & Partners Securities Pte Ltd, Fraser Securities Pte Ltd,
G.K. Goh Stockbrokers Pte Ltd, J.M. Sassoon Co. (Pte) Ltd,
Kay Hian Private Limited, Keppel Securities Pte Ltd, Lim & Tan
Securities Pte Ltd, Lum Chang Securities Pte Ltd, OCBC
Securities Private Limited, Ong & Company Private Limited, OUB
Securities Pte Ltd, Phillip Securities Pte Ltd, UOB Securities
Pte Ltd, Vickers Ballas & Co Pte Ltd and UBS Warburg &
Associates (Singapore) Pte Ltd
“Invitation” : The invitation by our Company to the public to subscribe for
the New Shares, subject to and on the terms and conditions of
this Prospectus
“M1” : MobileOne (Asia) Pte Ltd
“Manager”, “Placement Agent”, : Citicorp
“Underwriter”
DEFINITIONS
“Market Day” : A day on which the SGX-ST is open for trading in securities
“New Shares” : The new Shares for which our Company invites applications to
subscribe for under the Invitation, including the new Shares
pursuant to the Over-Allotment Option, subject to and on the
terms and conditions of this Prospectus
“NSTB” : National Science and Technology Board
“NTU” : Nanyang Technological University, Singapore
“Offer” : The invitation by our Company to the public in Singapore to
subscribe for the Offer Shares at the Offering Price
6

“Offer Shares” : 22,200,000 of the New Shares pursuant to the Public Offer
Tranche
“Offering Price” : $0.60 for each New Share
“Over-Allotment Option” : The option granted to Citicorp, exercisable within 30 days from
the date of this Prospectus, to subscribe for up to 22,200,000
New Shares to cover over-allotments in the Invitation
“Participating Banks” : DBS Bank, Keppel TatLee Bank Limited (“KTB”), Oversea-
Chinese Banking Corporation Limited (“OCBC”) Group
(comprising OCBC and Bank of Singapore Limited), OUB and
UOB Group (comprising UOB, Far Eastern Bank Limited and
Industrial & Commercial Bank Limited)
“Placement” or “Placement : The placement by the Placement Agent and the Joint Placement
Tranche” Agent on behalf of our Company of New Shares at the Offering
Price, subject to and on the terms and conditions of this
Prospectus and the Placement Agreement (as defined on page
151 of this Prospectus)
“Placement Shares” : 74,000,000 of the New Shares, which are the subject of the
Placement
“Public Offer” or “Public Offer : The offer of New Shares at the Offering Price to
Tranche” members of the public in Singapore as well as to institutional
and professional investors
“Qualifying Users” : Individuals in Singapore:
“Receiving Bank” : Citibank
DEFINITIONS
(a) from whom we have received valid registrations as users
at our website “www.asiaone.com/registration” during the
period commencing on 17 May 2000 and ending at
8.00 a.m. on 31 May 2000;
(b) whom we have notified via e-mail to apply for New Shares
under the Internet Offer Tranche through our IPO website
“www.asiaone.com/IPO”; and
(c) who are (i) not corporations, sole-proprietorships,
partnerships, chops or any other business entities; (ii) over
the age of 21 years; (iii) not undischarged bankrupts; (iv)
applying for the New Shares in Singapore; (v) not applying
for New Shares under the Public Offer Tranche or the
Placement Tranche; and (vi) customers who maintain
Internet banking accounts with the Internet Banks or
Internet trading accounts with the Internet Stockbrokers
“Reserved Shares” : 14,800,000 of the New Shares reserved for the directors,
executive officers and employees of our group of companies,
directors, officers and employees of our related corporations,
and our business associates and their employees
7

“Reserved Tranche” : The offer of New Shares reserved for subscription by the
directors, executive officers and employees of our group of
companies, directors, officers and employees of our related
corporations, and our business associates and their employees
at the Offering Price
“SCCS” : Securities Clearing & Computer Services (Pte) Ltd
“Securities Account” : Securities account maintained by a depositor with CDP
“SGX-ST” or “Stock Exchange” : Singapore Exchange Securities Trading Limited
“Share Registrars” : Lim Associates (Pte) Ltd
“Shares” : Ordinary shares of par value $0.05 each in the capital of our
Company
“Share Split” : The sub-division of each of our ordinary shares of par value
$0.10 each in our authorised and issued share capital into two
ordinary shares of par value $0.05 each on 4 April 2000
“SPH” : Singapore Press Holdings Limited
“SPH Group” : The group of companies comprising SPH and its subsidiaries
“SPHMM” : SPH Multimedia Private Limited
“%” or “per cent.” : Per centum
DEFINITIONS
“S$” or “$” and “cents” : Singapore dollars and cents respectively
Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter genders
and vice versa. References to persons shall include corporations.
Any reference in this Prospectus and the Application Forms to any statute or enactment is a reference
to that statute or enactment for the time being amended or re-enacted, unless the context otherwise
requires. Any word defined under the Companies Act or any statutory modification thereof or the
SGX-ST Listing Manual and used in this Prospectus and the Application Forms shall have the meaning
assigned to it under the Companies Act, or such statutory modification, or the SGX-ST Listing Manual,
as the case may be.
Any reference in this Prospectus and the Application Forms to shares being allotted to an applicant
includes allotment to CDP for the account of that applicant.
Any reference to a time of day in this Prospectus shall be a reference to Singapore time unless
otherwise stated.
8

GLOSSARY OF TECHNICAL TERMS
The glossary contains explanations of certain terms used in this Prospectus in connection with our
group of companies and our business. The terms and their meaning may not correspond to standard
industry meaning or usage of these terms.
“ADSL” : Asymmetric Digital Subscriber Line is a member of the digital subscriber
line family of modulation and compression technologies, all of which allow
copper phone lines to support higher data rates than those required for
voice telephony. ADSL supports an asymmetric service that offers higher
downstream data rates than upstream. ADSL allows a subscriber to
download data at speeds far higher than traditional modems and ISDN and
is capable of supporting video
“B2B” : An e-commerce model whereby businesses transact online
“B2C” : An e-commerce model whereby businesses transact with consumers online
“banner” : A form of advertisement on the Internet, usually a narrow graphic or logo
towards the edge or edges of the screen
“C2B” : An e-commerce model whereby consumers aggregate their demands and
collectively transact with businesses online
“C2C” : An e-commerce model whereby consumers transact online with each other
“channel” : Website features which provide users with an efficient and easy way to
explore and utilise content on the Internet through a series of guides and
directories
“community” : An interacting population of various kinds of individuals in a common location
“content” : Information contained in a website
“CPM” : Cost per mille, being cost per thousand advertisement impressions
“domain name” : The Internet name of a website which is registered with Network Solutions
Inc.
“e-commerce” : Commercial transactions based on the electronic transmission of data over
communications network. These commercial transactions may take place
between B2B or B2C
“e-mail” : An application that allows a user to send and receive messages to or from
any other user with an Internet address, commonly known as an e-mail
address
“hyperlink” : A method of instantly linking one website to another
“impressions” : An advertisement’s appearance on an accessed webpage. Advertisers use
impressions to measure the number of views their advertisements receive
and publishers often sell advertisement space according to impressions.
Impressions are tracked in a log maintained by a site server
“Internet” : A global network of interconnected, separately administered public and
private computer networks
“ISP” : Internet service provider
9

GLOSSARY OF TECHNICAL TERMS
“online” : Being connected to other interconnected computers on the Internet
“pageviews” : Statistics used to measure website activity. One pageview is recorded each
time a single page on a website is viewed
“PDA” : Personal Digital Assistant
“portal” : A website that attracts visitors by offering free information or free services
on a daily basis. The portal site can be used as a basis to explore the
web. A portal is an entry point and gateway for surfing the Internet that
provides useful web-related services and links
“URL” : Uniform Resource Locater, being the address of a web page
“WAP” : Wireless Access Protocol
“web page” : A file written in programming language and readable by browsers over the
Internet
“website” : A group of files on the world wide web, written in programming language
and readable by a browser over the Internet using a communications
protocol. Each website is identifiable by its URL
“world wide web” : A network of computer servers that uses a special communications protocol
to link different servers throughout the Internet and permits communication
of graphics, video and sound
10

LISTING ON THE SGX-ST
DETAILS OF OUR INVITATION
We have applied to the SGX-ST for permission to deal in and for quotation of all our Shares,
comprising both existing issued and fully-paid Shares, the New Shares which are the subject of our
Invitation, as well as the new Shares arising from the exercise of options granted under our AsiaOne
Pre-IPO Share Option Scheme (the rules of which are set out in Appendix B of this Prospectus) and
our AsiaOne (2000) Post-IPO Share Option Scheme (the rules of which are set out in Appendix C of
this Prospectus). Such permission will be granted when we have been admitted to the Official List of
SGX-ST. Our acceptance of applications and allocation of the New Shares will be conditional upon
completion of our Invitation, which is subject to certain conditions, including the SGX-ST granting
permission to deal in and for quotation of all of the issued Shares as well as the New Shares. If the
completion of our Invitation does not occur because the SGX-ST’s permission is not granted or for
any other reasons, monies paid in respect of any application accepted will be returned at your own
risk without interest or any share of revenue or other benefit arising therefrom and you will not have
any claim against us or the Manager.
The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions
expressed or reports contained in this Prospectus. Admission to the Official List of SGX-ST or opinions
expressed in this Prospectus is not to be taken as an indication of the merits of our Invitation, our
Company, our Group or our Shares.
Our Directors individually and collectively accept full responsibility for the accuracy of the information
given in this Prospectus and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief, the facts stated and the opinions expressed in this Prospectus are fair and
accurate in all material respects as at the date of this Prospectus and there are no other material
facts the omission of which would make any statement in this Prospectus misleading.
We have not authorised any person to give any information or to make any representation not
contained in this Prospectus in connection with our Invitation. If such information or representation is
made, it must not be relied upon as having been authorised by ourselves or the Manager. Neither
the delivery of this Prospectus and the Application Forms nor our Invitation shall, under any
circumstances, constitute a continuing representation or create any suggestion or implication that
there has been no change in our affairs or any statement of fact or information contained in this
Prospectus since the date of this Prospectus. Where such changes occur, we may make an
announcement on the same to the SGX-ST. You should take note of any such announcement and,
upon the release of such announcement, you shall be deemed to have notice of such changes.
Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon as, a promise
or representation as to our future performance or policies.
This Prospectus has been prepared solely for the purpose of our Invitation and may not be relied
upon by any persons, other than the applicants in connection with their application for the New
Shares, or for any other purpose. This Prospectus does not constitute an offer, invitation or solicitation
to subscribe for the New Shares in any jurisdiction in which such offer, invitation or solicitation is
unauthorised or unlawful, nor does it constitute an offer, invitation or solicitation to any person to
whom it is unlawful to make such offer, invitation or solicitation.
Copies of this Prospectus and the Application Forms may be obtained on request during business
hours from the date of this Prospectus to the closing date for applications for the New Shares,
subject to availability, from:-
CITICORP INVESTMENT BANK (SINGAPORE) LIMITED
3 Temasek Avenue #17-00
Centennial Tower
Singapore 039190
and branches of Citibank, members of the Association of Banks in Singapore, members of the SGX-
ST and merchant banks in Singapore.
11

The Application List will open at 6.00 a.m. on 1 June 2000 and will remain open until 8.00 a.m.
on 1 June 2000 or for such further period or periods as we and the Manager may decide.
STRUCTURE OF OUR INVITATION
Offering Price
The Offering Price, determined by us and Citicorp based on the estimated market valuation of our
Company and the market demand for our Shares, is $0.60 for each New Share offered in our
Invitation. The Offering Price is the same for all New Shares offered in the various tranches of our
Invitation and is payable in full on application.
Our Invitation
The Invitation comprises the following tranches:-
INVITATION
148,000,000 New Shares
(subject to the
Over-Allotment Option)
* Subject to reallocation and
different allocation process
for each tranche
Applications for New Shares under the Internet Offer Tranche will be processed separately
from applications for New Shares under the Public Offer Tranche as the allocation process
for each of these tranches will be different.
Although the initial number of New Shares allocated to the Internet Offer Tranche and the Public
Offer Tranche are 37,000,000 New Shares and 22,200,000 New Shares respectively, we reserve the
right to reallocate these number of New Shares between the Internet Offer Tranche and the Public
Offer Tranche depending on the number of applications received for each of these two tranches.
To ensure a reasonable spread of shareholders:-
DETAILS OF OUR INVITATION
▲ ▲ ▲ ▲
(a) we may decide to allocate to a successful applicant under the Internet Offer Tranche or the
Public Offer Tranche such number of New Shares which is less than the number applied for by
that applicant, in any of the following events:-
(aa) an over-subscription for both the Internet Offer Tranche and the Public Offer Tranche; or
(bb) an under-subscription for the Internet Offer Tranche and over-subscription for the Public
Offer Tranche; or
(cc) an under-subscription for the Public Offer Tranche and over-subscription for the Internet
Offer Tranche; and
(b) in such event, we will allocate no less than 14,800,000 New Shares to the Internet Offer Tranche
and no less than 14,800,000 New Shares to the Public Offer Tranche.
12
INTERNET OFFER TRANCHE
37,000,000 New Shares*
PUBLIC OFFER TRANCHE
22,200,000 New Shares*
RESERVED TRANCHE
14,800,000 New Shares*
PLACEMENT TRANCHE
74,000,000 New Shares

In any event, we reserve the right to reallocate such number of New Shares as we deem
appropriate amongst the different tranches.
Investors may subscribe for any number of New Shares in integral multiples of 1,000 New
Shares. However, in the event that both the Internet Offer Tranche and the Public Offer Tranche
are substantially over-subscribed, to ensure a reasonable spread of shareholders, we may
limit the number of New Shares allocated to any single investor subscribing for New Shares
under the Internet Offer Tranche or the Public Offer Tranche to not more than 20,000 New
Shares or such other number of New Shares as we may prescribe. We have full discretion to
decide to allocate above or under this limit if we deem it appropriate to do so.
We have granted Citicorp the Over-Allotment Option, exercisable within 30 days from the date of this
Prospectus, to subscribe for up to 22,200,000 additional New Shares to cover over-allotments in our
Invitation.
(i) Internet Offer Tranche
DETAILS OF OUR INVITATION
Individuals in Singapore from whom we have received valid registrations as users at our website
“www.asiaone.com/registration” during the period commencing on 17 May 2000 and ending at
8.00 a.m. on 31 May 2000, will be notified by us via e-mail to apply for New Shares under the
Internet Offer Tranche through our IPO website “www.asiaone.com/IPO”. Individuals whose
registrations are received by us prior to or on 23 May 2000 will receive our e-mail notification
on 23 May 2000. In respect of individuals whose registrations are received by us after 23 May
2000, to the extent possible, we will acknowledge receipt of such registration within one hour
by way of return e-mail.
Such individuals must (a) not be corporations, sole-proprietorships, partnerships, chops or any
other business entities; (b) be over the age of 21 years; (c) not be undischarged bankrupts; (d)
apply for the New Shares in Singapore; (e) not apply for New Shares under the Public Offer
Tranche or the Placement Tranche; and (f) be customers who maintain Internet banking accounts
with the Internet Banks or Internet trading accounts with the Internet Stockbrokers.
Each Qualifying User may only submit one application for New Shares under the Internet
Offer Tranche. An investor who subscribes for New Shares under the Internet Offer
Tranche shall not make any separate application for New Shares under the Public Offer
Tranche or the Placement Tranche. Such separate applications will be deemed to be
multiple applications and shall be rejected.
The procedures for Internet Offer Tranche Application through our IPO website
“www.asiaone.com/IPO” are set out on pages 169 to 171 in Appendix A of this Prospectus.
The Internet Offer Tranche of initially 37,000,000 New Shares at the Offering Price represents
25% of the total number of New Shares initially available under the Invitation (before any exercise
of the Over-Allotment Option) and 3.2% of our post-IPO issued and paid-up share capital (before
any exercise of the Over-Allotment Option).
An applicant for New Shares under the Internet Offer Tranche must choose his preferred
Internet Bank or Internet Stockbroker in order to complete his application. As the Internet
IPO gateway of an Internet Bank or Internet Stockbroker may close before 8.00 a.m. on 1
June 2000, an applicant is requested to liaise with his preferred Internet Bank or Internet
Stockbroker on the last date and time the Internet Bank or Internet Stockbroker is
accepting applications through the Internet IPO gateway.
13

Allocation of New Shares under the Internet Offer Tranche will be based on the level of valid
applications received. In the event that the Internet Offer Tranche and/or the Invitation on the
whole are substantially over-subscribed, there may be balloting and applicants who are not
successful in the ballot will not receive any New Shares under the Internet Offer Tranche while
successful applicants in the ballot may receive less than the number of New Shares they
applied for under the Internet Offer Tranche. Applications for New Shares under the Internet
Offer Tranche will be processed separately from applications for New Shares under the
Public Offer Tranche as the allocation process for each of these tranches will be different.
(ii) Public Offer Tranche
DETAILS OF OUR INVITATION
The Public Offer is open to members of the public in Singapore as well as to institutional and
professional investors. Investors may apply for New Shares under the Public Offer Tranche by
way of printed Offer Shares Application Forms or ATMs belonging to the Participating Banks.
Applications for New Shares through any Internet IPO Website by investors who are not
Qualifying Users shall be treated as applications under the Public Offer Tranche.
The terms and conditions and the procedures for application of New Shares under the Public
Offer Tranche are set out on pages 155 to 169 in Appendix A of this Prospectus.
Only one application may be made for the benefit of a person for New Shares under the
Public Offer Tranche. A person submitting an application for New Shares in the Public
Offer Tranche by way of a printed Offer Shares Application Form may not submit separate
application of New Shares by way of ATMs and vice versa. An investor who subscribes
for New Shares under the Public Offer Tranche shall not make any separate application
for New Shares either through the Internet Offer Tranche or the Placement Tranche. Such
separate applications shall be deemed to be multiple applications and shall be rejected.
The Public Offer Tranche of initially 22,200,000 New Shares at the Offering Price represents
15% of the total number of New Shares initially available under the Invitation (before any exercise
of the Over-Allotment Option) and 1.9% of our post-IPO issued and paid-up share capital (before
any exercise of the Over-Allotment Option).
Allocation of New Shares under the Public Offer Tranche will be based on the level of valid
applications received. In the event that the Public Offer Tranche and the Invitation on the whole
are substantially over-subscribed, there will be balloting and applicants who are not successful
in the ballot will not receive any New Shares under the Public Offer Tranche while successful
applicants in the ballot may receive less than the number of New Shares they applied for under
the Public Offer Tranche. Applications for New Shares under the Public Offer Tranche will
be processed separately from applications for New Shares under the Internet Offer Tranche
as the allocation process for each of these tranches will be different.
14

(iii) Reserved Tranche
14,800,000 New Shares under our Invitation are subject to priority allocation to persons in the
following categories who have contributed to our success: (a) the directors, executive officers
and employees of our Group, (b) directors, officers and employees of our related corporations,
and (c) our business associates and their employees. More than 90% of the Reserved Shares
will be offered to directors, officers and employees of the SPH Group.
Application for New Shares under the Reserved Tranche may only be made by way of printed
Reserved Shares Application Forms. The terms and conditions and the procedures for application
of Reserved Shares under the Reserved Tranche are set out on pages 155 to 162 in Appendix
A of this Prospectus.
An investor who has agreed to subscribe for Reserved Shares shall not make or procure
to be made any separate application for New Shares through the Placement Tranche.
Such separate applications will be deemed to be multiple applications and shall be
rejected.
The Reserved Tranche of 14,800,000 New Shares at the Offering Price represents 10% of the
total number of New Shares initially available under the Invitation (before any exercise of the
Over-Allotment Option) and 1.3% of our post-IPO issued and paid-up share capital (before any
exercise of the Over-Allotment Option).
(iv) Placement Tranche
DETAILS OF OUR INVITATION
The Placement will involve selective marketing of New Shares to institutional and professional
investors and other investors expected to have a sizeable demand for the New Shares.
Professional investors generally include brokers, dealers, companies (including fund managers)
whose ordinary business involves dealing in shares and other securities and corporate entities
which regularly invest in shares and other securities. Application for New Shares under the
Placement Tranche may only be made by way of printed Placement Shares Application Forms.
The terms and conditions and the procedures for application of Placement Shares under the
Placement Tranche are set out on pages 155 to 162 in Appendix A of this Prospectus.
An investor who has agreed to subscribe for Placement Shares or who otherwise
subscribes for Placement Shares shall not make or procure to be made any separate
application for New Shares either through the Internet Offer Tranche or the Public Offer
Tranche or the Reserved Tranche. Such separate applications will be deemed to be multiple
applications and shall be rejected.
The Placement Tranche of initially 74,000,000 New Shares at the Offering Price represents
50% of the total number of New Shares initially available under the Invitation (before any exercise
of the Over-Allotment Option) and 6.4% of our post-IPO issued and paid-up share capital (before
any exercise of the Over-Allotment Option).
15

RESULTS OF APPLICATION AND DISTRIBUTION
We will publicly announce the level of subscription for the New Shares and the basis of allocation of
the New Shares pursuant to the Invitation, as soon as it is practicable after the closing date for
applications:-
(i) through a MASNET announcement to be posted on the Internet at the SGX-ST website
http://www.singaporeexchange.com;
(ii) on our AsiaOne.com website; and
DETAILS OF OUR INVITATION
(iii) in the local English newspapers, namely, The Straits Times and The Business Times.
We will inform the Qualifying Users who applied for New Shares under the Internet Offer Tranche
the results of their application by way of an e-mail notification on the evening of the balloting day.
Applicants who make ATM Electronic Applications through the ATMs of the following banks may
check the provisional results of their Electronic Applications as follows:-
Bank Telephone Available at Operating Hours Service expected from
DBS Bank 1800-222 2222 Internet Banking or 24 hours a day Evening of the balloting day
327 4767 Internet Kiosk
www.dbs.com.sg*
KTB 222 8228 ATM ATM - 24 hours a day ATM-Evening of the balloting day
Phone Banking: Phone Banking:
Mon-Fri: 0800-2200 8.00 a.m. on the day
Sat: 0800-1500 after the balloting day
OCBC 1800-363 3333 ATM 24 hours a day Evening of the balloting day
OUB 1800-224 2000 OUB Personal
Banking
www.oub2000.com.sg
OUB Mobile Buzz**
24 hours a day Evening of the balloting day
UOB 1800 533 5533*** ATM (Other
Transactions-“IPO
24 hours a day Evening of the balloting day
1800-222 2121*** enquiry”)
* Applicants who made Internet Offer Tranche Applications through the IB website of DBS Bank or OUB may also check
the result through same channels listed in the table above in relation to ATM Electronic Applications made at ATMs of
DBS Bank or OUB.
** Applicants who made Electronic Applications through the ATMs of OUB and who activated their OUB Mobile Buzz
services will be notified of the results of their Electronic Application, via their mobile phones.
*** UOB customers with PhoneBanking service can check the results of their IPO applications via the two toll-free 24 hours
hotline numbers after successful verification of their Access Code and Personal Identification Number. Transaction code
is “12#”. The information will be kept in the system for 7 days after closure of the IPO.
If the applicant’s ATM Electronic Application is made through the ATMs of KTB or UOB Group and
is unsuccessful, it is expected that a computer-generated notice will be sent to the applicant by the
relevant Participating Bank (at the address of the applicant as stated in the records of the relevant
Participating Bank as at the date of his ATM Electronic Application) by ordinary post at the applicant’s
own risk within three Market Days after the close of the Application List. If the applicant’s ATM
Electronic Application is made through the ATMs of OCBC Group, OUB or DBS Bank (including its
POSBank Services division) and is unsuccessful, no notification will be sent by the relevant
Participating Bank.
16

INDICATIVE TIMETABLE FOR LISTING
An indicative timetable is set out below for the reference of applicants:-
Indicative Date/Time Event
8.00 a.m. on 1 June 2000 Close of Application List
2 June 2000 Balloting of applications, if necessary
9.00 a.m. on 5 June 2000 Admission of our Company to the Official List of the SGX-ST
Commence trading of our Shares on the SGX-ST on a “when
issued” basis
12 June 2000 Last day for trading on a “when issued” basis
9.00 a.m. on 13 June 2000 Commence trading on a “ready” basis
16 June 2000 Settlement date for all trades done on a “when issued” basis
and for trades done on a “ready” basis on 13 June 2000
The above timetable is only indicative as it assumes that the closing of the Application List is 1 June
2000, the date of admission of our Company to the Official List of SGX-ST will be 5 June 2000, the
SGX-ST’s shareholding spread requirement will be complied with and the New Shares will be issued
and fully paid-up prior to 5 June 2000.
In the event of an early closure of the Application List or the shortening of the time period during
which the Invitation is open, we will publicly announce the same:-
(i) through a MASNET announcement to be posted on the Internet at the SGX-ST website
http://www.singaporeexchange.com;
(ii) on our AsiaOne.com website; and
DETAILS OF OUR INVITATION
(iii) in the local English newspapers, namely, The Straits Times and The Business Times.
The actual date on which the Shares will commence trading on a “when issued” basis will be
announced when it is confirmed by the SGX-ST.
The above timetable and procedure may be subject to such modifications as the SGX-ST may
in its absolute discretion decide, including the decision to permit trading on a “when issued”
basis and the commencement date of such trading.
All persons trading in the Shares on a “when issued” basis do so at their own risk. In particular,
persons trading in the Shares before their Securities Accounts with CDP are credited with the
relevant number of Shares do so at the risk of selling Shares which neither they nor their
nominees, as the case may be, have been allotted or are otherwise beneficially entitled to.
Such persons are also exposed to the risk of having to cover their net sell positions earlier
if “when issued” trading ends sooner than the indicative date mentioned above. Persons who
have a net sell position traded on a “when issued” basis should close their position on or
before the first day of “ready” basis trading.
Investors should consult the SGX-ST announcement of the “ready” listing date on the Internet (at
SGX-ST website http://www.singaporeexchange.com), INTV or newspapers, or check with their brokers
on the date on which trading on a “ready” basis will commence.
17

SELLING RESTRICTIONS
DETAILS OF OUR INVITATION
This Prospectus does not constitute an offer, solicitation or invitation to subscribe for the New Shares
in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to
any person to whom it is unlawful to make such offer, solicitation or invitation. No action has been or
will be taken under the requirements of the legislation or regulations of, or of the legal or regulatory
authorities of, any jurisdiction, except for the registration of this Prospectus in Singapore in order to
permit a public offering of the New Shares and the public distribution of this Prospectus in Singapore.
The distribution of this Prospectus and the offering of the New Shares in certain jurisdictions may be
restricted by the relevant laws in such jurisdictions. Persons who may come into possession of this
Prospectus are required by our Company and the Manager to inform themselves about, and to
observe and comply with, any such restrictions.
18

This summary highlights certain information found in greater detail elsewhere in this Prospectus. In
addition to this summary, we urge you to read the entire Prospectus carefully, especially the discussion
of risk of investing in our Shares under “Risk Factors”, before deciding to buy our Shares. References
in this Prospectus to “AsiaOne”, “Group”, “we”, “our” and “us” refer to AsiaOne and its subsidiary.
OVERVIEW OF THE GROUP
PROSPECTUS SUMMARY
We started our operations in 1995 as the Multimedia division of SPH. We were incorporated on 23
July 1999 under the Companies Act as a separate private limited company in Singapore, under the
name of “SPH.com Pte Ltd” with an issued share capital of $2.00 comprising two ordinary shares of
$1.00 each. We changed our name on 25 August 1999 to “AsiaOne Internet Pte Ltd” and on 16
December 1999 to “SPH AsiaOne Pte Ltd”. We became a public limited company on 8 February
2000 and changed our name to “SPH AsiaOne Ltd”. Our issued share capital as at the date of this
Prospectus is $50 million comprising 1,000,000,000 ordinary shares of $0.05 each. Changes in our
share capital from the date of our incorporation and the date of this Prospectus are set out in the
“General Information on Our Group – Share Capital” section of this Prospectus.
Our website was launched in June 1995 as the Internet version of SPH’s publications. The Business
Times was the first to go online, followed by The Shipping Times, Lianhe Zaobao and The Straits
Times. By late 1995, our website registered approximately 60,000 pageviews each week, of which
approximately 60% was from outside Asia.
In 1996, we included other publications, namely, The New Paper and Berita Harian as well as other
regional newspapers and magazines on our website. The range of services was expanded to include
Business Centre and Entertainment. AsiaOne.com gained good reception and the number of times
our website was accessed increased to approximately 4 million pageviews a month.
Keeping abreast of the virtual shopping trend, our e-commerce infrastructure was launched in October
1997. We also launched other new services such as SingaporeConnect and REALink in 1997.
By late 1998, our virtual shopping mall had 60 shops. Pageviews continued to grow, increasing to
approximately 25 million pageviews a month by end 1998.
At the start of the new millennium, we re-positioned ourselves to be the premier Internet player in
Asia, targeting the English speaking audience with our English language portal, AsiaOne.com, and
the Chinese language market with our Chinese language portal, Zaobao.com. Our objective is to be
a dynamic, multifaceted news, information, lifestyle and e-commerce site. We want to reach English
and Chinese speaking Internet users around the world with our focus on Asian products and services,
and businesses and consumers looking for total solutions in Asia. We aim to be the premier Asian
gateway/portal.
Our Group currently operates as an Internet portal under the domain names of “www.asiaone.com”
and “www.zaobao.com”, which are based on the fundamental concepts of content, community and
commerce. We had approximately 58 million pageviews per month as at April 2000. Through our
parent company, SPH, and in cooperation with other content providers, we offer a broad range of
content, a directory of websites, e-commerce and auction capabilities, and value-added personal
services such as free e-mail accounts and a homepage builder. We are dependent on our parent
company, SPH, for news content.
Prior to 1 March 2000, SPH did not charge us for the news content and neither did we charge SPH
for hosting its online newspapers. However, with effect from 1 March 2000, SPH charges us royalty
and licensing fees for its English, Malay and Tamil news content while we charge SPH a hosting fee
for hosting its online English, Malay and Tamil newspapers on our websites. Our wholly-owned
subsidiary Zaobao.com, has a similar arrangement with SPH in respect of its Chinese content with
effect from 1 May 2000. The nature of our dealings with SPH is described in greater detail in the
“Interested Person Transactions” section of this Prospectus.
19

Our present business model is based on the following revenue streams:-
(i) content and other services
(a) subscriptions;
(b) archive database; and
(c) e-commerce/auction;
(ii) advertising services and classifieds; and
(iii) audiotex services.
PROSPECTUS SUMMARY
A more detailed discussion of our business model can be found in the “Business – Business Model”
section of this Prospectus.
For FY1999, content and other services accounted for approximately 42.3% of our revenue, whilst
advertising services and audiotex services accounted for 26.2% and 31.5% of our revenue respectively.
For the six months ended 29 February 2000, content and other services accounted for approximately
36.5% of our revenue, whilst advertising services and audiotex services accounted for 24.2% and
39.3% of our revenue respectively.
We plan to expand our business horizontally, vertically and geographically. Our expansion plans are
set out in detail in the “Business - Expansion Plans” section of this Prospectus. To support our
expansion plans, we intend to invest in technology to build comprehensive websites to support mass
transaction capabilities and website functionality to provide portal services which users find easy to
use and will want to continue using.
Horizontally, we intend to expand by broadening the range and depth of service and product offerings
at our websites. We plan to integrate vertically by investing in businesses that offer content, technology,
distribution capabilities as well as marketing, e-commerce, and cross-promotional opportunities through
joint ventures, strategic alliances and investments. In addition, we plan to expand our presence
geographically in the region, as well as to build our brand names internationally. To this end, we
intend to enter into joint ventures with (i) established local partners in each of the various countries
who have strong presence in their own countries and who have a good understanding of the
indigenous social and cultural needs as well as consumption pattern in the respective countries, and
(ii) partners with the content and/or proven know how and who are ready to penetrate the Asian
market.
Moving forward, we intend to serve our content, community and commerce products and services
not only through the Internet but also through other platforms such as WAP, PDA and broadband
networks.
We believe our competitive strengths to be the following:-
(i) Strong Parentage
Our parent company, SPH, is a leading publishing and media group in Southeast Asia with 155
years of publishing experience. SPH has injected $50 million equity monies into our Company
to date. SPH, which owns approximately 87.1% (assuming that the Over-Allotment Option is
not exercised) of our Company’s post-Invitation issued and paid-up share capital, has given an
undertaking not to dispose of or transfer any of its shareholding in our Company for a period of
six months after our admission to the Official List of the SGX-ST. SPH currently intends for
AsiaOne to remain a subsidiary of SPH in the foreseeable future.
20

PROSPECTUS SUMMARY
In addition to the content creation and brand recognition of SPH, we also have access to and
will be able to leverage on SPH’s large and successful advertising sales force, strong relationship
with advertisers and extensive classified advertising operations.
(ii) Quality Content
We draw on the extensive content creating capabilities of SPH for quality news and information
over a wide range of general and special interest areas. With the support of our parent company
and other resources, we are able to harness a wealth of content to be offered to the users of
our portal.
(iii) Integrity and Trust
The Internet is a vast global goldmine of information, but the sources and credibility of some of
such information may be dubious and may not be verifiable. As a result, there is a lack of
confidence in the integrity of content, product and services available on Internet. Given the
credibility and integrity of the sources of our content, we believe that our users will have faith
in the information provided at our websites. As we are a long term player in our business, we
are of the view that our users have confidence and trust in engaging in e-commerce activities
on our websites.
(iv) Experienced Management
We have an experienced management team which is well poised to bring our business to the
next stage of success. We also have a team of seasoned content producers who know what it
takes to break news and how to present news to capture attention, and a sales force which
understands the online advertising and sales market.
(v) Strategic Alliances
Our Group has formed alliances with strategic Internet and technology companies that possess
complementary expertise and know how. Such alliances enable us to provide high quality services
to our users.
(vi) Early Mover Advantage
We have been in operation since mid 1995. We believe we have established ourselves as one
of the most popular portals in Singapore. Zaobao Online has a very good reputation for its
timely and high quality reporting of news and current affairs among Chinese-speaking users
globally. Zaobao.com is currently ranked by www.cwrank.com as one of the top Chinese news
website in the world. www.cwrank.com, owned by Canada’s Mandarin Media Inc, is a leading
organization that ranks Chinese websites worldwide.
To the best of our knowledge and belief, we are currently the only portal in Asia to provide up
to date news and information throughout the day in four different languages – English, Chinese,
Malay and Tamil.
We believe that with the firm support of our shareholders, customers and business partners, and
with our competitive strengths, we are well positioned to achieve our business plans and become
the premier Asian gateway/portal.
21

THE INVITATION
PROSPECTUS SUMMARY
Size : 148,000,000 New Shares which will, upon issue and allotment, rank
pari passu in all respects with the existing issued Shares.
Price : $0.60 for each New Share.
Over-Allotment Option : We have granted Citicorp a 30-day option to purchase up to a total
of 22,200,000 New Shares, solely to cover over-allotments, if any.
Unless we indicate otherwise, all information in this Prospectus
assumes that Citicorp has not exercised its Over-Allotment Option.
Purpose of the Invitation : Our Directors believe that the listing of our Company and the
quotation of our Shares on SGX-ST will enhance the public image
of our Group and enable our Group to raise funds from the capital
markets to finance our business expansion. It will also provide
members of the public, employees and business associates of our
Group, as well as others who have contributed to our success, with
an opportunity to participate in the equity of our Company.
Reserved Shares : 14,800,000 New Shares will be reserved for the directors, executive
officers and employees of our group of companies, directors, officers
and employees of our related corporations, and our business
associates and their employees. More than 90% of the Reserved
Shares will be offered to directors, officers and employees of the
SPH Group. The Reserved Shares will be offered at the same price
as the New Shares. In the event that any of the Reserved Shares
are not taken up, they will be made available to satisfy applications
made by members of the public for the New Shares.
Listing Status : Our Shares will be quoted on SGX-ST, subject to admission of our
Company to the Official List of SGX-ST and permission for dealing
in and for quotation of our Shares being granted by the SGX-ST.
22

SHARE CAPITAL
Issued and paid-up share capital based on the balance sheet of our Group as at
29 February 2000, and adjusting for the Capital Injection and the Share Split (as
set out in the “General Information on Our Group – Share Capital” section of this
Prospectus):-
(a) based on the pre-floatation share capital of 1,000,000,000 Shares $50,000,000
(b) based on the adjusted pre-floatation share capital of 1,071,820,000 Shares,
assuming the 71,820,000 Pre-IPO Option granted prior to our Invitation (details
of which are set out in the “Directors, Senior Management and Staff –
Share Option Schemes” section of this Prospectus) were granted and were
fully exercised on 31 August 1999 $53,591,000
(c) based on the post-floatation enlarged share capital of 1,219,820,000 Shares,
assuming the Over-Allotment Option is not exercised and the 71,820,000
Pre-IPO Options were granted and were fully exercised on 31 August 1999 $60,991,000
NET TANGIBLE ASSETS
The net tangible assets per Share based on the balance sheet of the Group as at
29 February 2000 and after adjusting for the Capital Injection and the Share Split
(as set out in the “General Information on Our Group – Share Capital” section of
this Prospectus):-
(a) based on the pre-floatation share capital of 1,000,000,000 Shares 4.77 cents
(b) based on the pre-floatation share capital of 1,071,820,000 Shares, assuming
the 71,820,000 Pre-IPO Options granted prior to our Invitation were granted
and were fully exercised on 31 August 1999 6.46 cents
(c) after adjusting for the estimated net proceeds of the Invitation and based on
the post-floatation enlarged share capital of 1,219,820,000 Shares, assuming
the Over-Allotment Option is not exercised, and the 71,820,000 Pre-IPO Options
granted prior to our Invitation were granted and were fully exercised on
31 August 1999 12.70 cents
LOSS PER SHARE
Proforma loss per Share of the Group for FY1999 based on the pre-floatation
share capital of 1,000,000,000 Shares, assuming that the Capital Injection and
the Share Spilt had been effected on 31 August 1999 0.05 cents
Proforma loss per Share of the Group for FY1999 based on the pre-floatation
share capital of 1,071,820,000 Shares, assuming that the Capital Injection and the
Share Spilt had been effected on 31 August 1999, and the 71,820,000 Pre-IPO
Options granted prior to our Invitation were granted and were fully exercised on
31 August 1999 0.05 cents
NET OPERATING CASH FLOW
FINANCIAL STATISTICS
Proforma net cash flow per Share used in operating activities of the Group for
FY1999 based on the pre-floatation share capital of 1,000,000,000 Shares,
assuming that the Capital Injection and the Share Split had been effected on
31 August 1999 0.13 cents
Proforma net cash flow per Share used in operating activities of the Group for
FY1999 based on the pre-floatation share capital of 1,071,820,000 Shares, assuming
that the Capital Injection and the Share Split had been effected on 31 August 1999,
and the 71,820,000 Pre-IPO Options granted prior to our Invitation were granted
and were fully exercised on 31 August 1999 0.12 cents
23

An investment in our Shares involves a high degree of risk. You should carefully consider and
evaluate the following information about these risks and all other information contained in this
Prospectus before deciding to invest in our Shares. If any of the following risks and uncertainties
develop into actual events, they would have a material adverse effect on our business and financial
condition. In such cases, the trading price of our Shares could decline due to any of these
considerations and uncertainties, and you may lose all or part of your investment in our Shares.
RISKS RELATING TO OUR COMPANY
RISK FACTORS
We rely substantially on SPH to provide content and create traffic
We rely substantially on SPH to provide content (classified listings inclusive) and create traffic in
order to make our portal more attractive to advertisers and consumers. The arrangement is through
Hosting Agreements and Licence Agreements, details of which can be found under the “Interested
Person Transactions” section below. The agreements are non-exclusive and SPH may offer content
through other portals whether owned by it or third parties. SPH may also raise the fee that they
charge for their content to the extent that it becomes uneconomical for us to continue to license
content from them. The availability of SPH content on other portals or Internet platforms, or the loss
of access to SPH content, could adversely affect our business. Further, our profitability could also be
affected by increase in the cost of content.
We may not be able to rely on operating and financial resources provided by the SPH Group
The SPH Group only recently reorganised its operations to establish the Company as a stand-alone
company. Prior to that, as mentioned in the “Analysis of Financial Condition and Results of Operations
– Liquidity and Capital Resources” section of this Prospectus, we relied on the SPH Group for
substantially all of our resources and funding of expenses. Our need to acquire the necessary skills,
staff and systems to operate as an independent public company is likely to substantially increase
our operating expenses and occupy our senior management’s time. The financial information set out
in the “Financial Statements” section of this Prospectus do not necessarily reflect our financial condition
as though we had been a stand-alone entity throughout the relevant periods. Our future operating
results and ability to meet our growth objectives will be substantially affected by how quickly we can
operate as an independent public company and our ability to secure external financing when required.
It is possible that our business and financial condition will be materially and adversely affected as a
result of our inability to rely upon the financial support of the SPH Group in the future. While we will
remain a subsidiary of SPH, we will have to comply with the rules and regulations of the SGX-ST
once our shares are listed on the Official List of the SGX-ST and this may limit our ability to rely on
the SPH Group as a source of capital in the future.
The interests of SPH, our controlling shareholder, may be in conflict with our interests
Immediately after the Invitation, SPH will control approximately 87.1% (assuming that the Over-
Allotment Option is not exercised) of our outstanding share capital. SPH has undertaken not to
compete with us or to license their content to any third party to allow such third party to compete
with us by engaging in e-commerce development and content development in specified activities
until 31 August 2001, subject to certain conditions as detailed in the “Interested Person Transactions”
section of this Prospectus. In the future, SPH may be a competitor in some or all of our areas of
business, as set out in greater details under the “Potential Conflicts of Interest” section of this
Prospectus. SPH will, for the foreseeable future, exercise substantial influence over our operations
and business strategy. In the event that there is a divergence of our strategic and other interests
from those of SPH in the future, there can be no assurance that SPH will use its influence over our
affairs in ways which would be in our best interests.
24

RISK FACTORS
We have a history of losses and anticipate to incur losses for the foreseeable future
We have incurred net losses in our short operating history as a company as set out in the “Report
of the Independent Public Accountants” section of this Prospectus. We anticipate that we will continue
to incur substantial operating losses for the foreseeable future due to operating and capital expenditure,
increased sales and marketing costs, additional personnel hires, greater levels of product development
and our general growth objectives. We cannot assure you that our losses will not further increase in
the future or that we will ever achieve or sustain profitability.
We depend on advertising as a key source of our revenue
We rely heavily on advertising as a source of revenue as disclosed in the “Selected Financial Data”
and “Business – Business Model” sections of this Prospectus. Our business plan assumes that
online advertising in Asia will expand and that revenues generated by advertising will increase. We
anticipate that a substantial portion of our future revenues will be derived from our advertising network
as online advertising becomes more broadly accepted in Asia. However, online advertising is still a
relatively unproven business in Asia.
Advertisers and advertising agencies typically purchase advertising under agreements that run for a
limited time and can be terminated by the advertiser or advertising agency with little or no notice
and no penalty. We cannot be certain that current advertisers and advertising agencies will continue
to purchase advertising from us, that we will be able to attract additional advertisers and advertising
agencies successfully or that advertisers and advertising agencies will make timely payments due to
us.
The growth of our advertising revenues will depend on many factors, including:
• attractiveness of our advertising pricing schedules;
• the pricing of advertising on other websites;
• level of acceptance of Internet advertising;
• volume of traffic at our websites; and
• market recognition of our brand names.
There is no guarantee that we can maintain constantly growing pageviews in line with our projected
growth rate on advertising revenue. Any reduction in the pageviews of our websites may cause
advertisers to withdraw from our advertising network.
The development of web software that blocks Internet advertisements before they appear on a
user’s screen may hinder the growth of online advertising. The expansion of advertisement blocking
on the Internet may decrease our revenues because when an advertisement is blocked, it is not
downloaded from our advertisement server, which means that such advertisements are not tracked
as a delivered advertisement. Advertisers may choose not to advertise on the Internet and on our
advertising network because of the use of Internet advertisement blocking software. The use of web
software that blocks Internet advertising may materially and adversely affect our business.
25

We have a short operating history
RISK FACTORS
We have a short operating history as a company and are still at the initial stage of development of
our business model as disclosed in the “General Information on Our Group – History” and the
“Business” sections of this Prospectus. As such, our business strategy is unproven. We cannot
guarantee that we will be successful or that we will be able to successfully compete and achieve
market acceptance or otherwise address the risk factors disclosed in this Prospectus. Our business
will be adversely affected if we are unable to successfully introduce new services and enhancements
and respond to rapid technological change. Some risks that we can be expected to encounter include
our ability to:
• sustain growth;
• introduce new and enhanced services and products;
• bring our expansion plans to fruition;
• minimise technical difficulties and system downtime; and
• respond to changes in government and legislation.
Our brands may fail to achieve broad recognition and develop the strong reputation necessary
for us to succeed in the e-commerce market
We plan to enter the evolving e-commerce market, using new and unproven business models. In
order to succeed, we must implement our business plans, which may require us to acquire companies,
integrate and build our brands, manage our expanding operations, attract new customers across
major Asian markets, respond to changes in government regulation and keep pace with technological
changes. If we fail to successfully manage these factors, we may fail to attract and retain customers,
generate revenues or develop a pan-Asian presence.
We must develop the “AsiaOne.com” and “Zaobao.com” brand names in order to attract customers
and expand our business. The number of Internet websites that offer competing portal and e-commerce
services increases the importance of establishing and maintaining “AsiaOne.com” and “Zaobao.com”
brand names recognition. The success of our brands will also depend to a large extent on our ability
to provide our customers with a high quality online experience supported by a high level of customer
service, and on our ability to enhance our advertising programmes. Our marketing and branding
strategy is detailed in the “Business – Marketing and Branding Strategy” section of this Prospectus.
If we fail to implement any of these strategies, or if we spend too much time and resources trying to
accomplish them, we will fail to attract customers and our revenues will decline.
Our joint ventures, strategic alliances and investments may not be successful
As a component of our growth strategy, we have entered into joint venture agreements and strategic
alliances as detailed in the section “Business – Joint Ventures, Strategic Alliances and Investments”
below. If the conditions precedent specified in these joint venture agreements are not satisfied by a
date mutually agreed upon, such joint ventures may not materialise. We expect to acquire companies
and assets that our Directors believe will enhance our revenue growth, operations and profitability.
Suitable candidates may not be found and we may not be able to form alliances on reasonable
commercial terms or successfully assimilate personnel, operations, products, services or technologies
into our operations. Even if we identify suitable candidates, such acquisitions by us may result in the
use of significant amounts of cash, potentially dilutive issuances of equity securities and amortisation
expenses related to goodwill and other intangible assets, each of which could materially and adversely
affect our business. Acquisitions involve numerous risks, including:
• problems with integrating and assimilating the operations, technologies, products and personnel
of the acquired business with our business;
• less focus on other business concerns due to the diversion of management’s attention;
• loss of favourable financing for future acquisitions;
26

RISK FACTORS
• potential loss of key employees of any acquired business; and
• lack of familiarity with Asian market conditions and business practices.
We will need to be able to successfully integrate the acquired businesses and our failure to do so
could have a material adverse effect on our business, results of operations and financial condition.
Our strategy of expansion throughout Asia may expose our business to further risks
Our planned expansion into markets throughout Asia either through acquisitions, joint ventures or
other arrangements could expose our business to:
• unforeseen changes in legislation and regulatory requirements;
• potentially unfavourable tax and regulatory consequences;
• export and import restrictions and controls;
• tariffs and other trade barriers; and
• political instability and fluctuations in currency exchange rates.
These could have a material adverse effect on the success of our future expansion. Details on our
expansion plan are set out in the “Business – Expansion Plans” section of this Prospectus.
We rely on certain key management personnel
As disclosed in the “Business – Competitive Strengths” section of this Prospectus, one of our key
competitive strength is our experienced management. Our continued success is largely dependent
on the continued services of our key management personnel. The loss of the services of certain of
our existing key personnel, including Messrs Low Huan Ping, Tan Teck Huat and Heng Wah Koon,
if without adequate replacement, or the inability to attract and retain qualified personnel, could have
an adverse effect on us. There is no assurance that we can prevent our key personnel from joining
our competitors if better remuneration packages are offered to those key personnel. We may not be
able to recruit suitable candidates to fill the positions of those key personnel.
Failure to attract and retain qualified personnel could limit our growth
We need to recruit additional personnel to accommodate our anticipated growth. Competition for
employees with the necessary Internet related industry experience is intense. We may not be able to
retain existing employees or identify or recruit new employees because of that competition. If we fail
to recruit or retain the necessary personnel or if we lose the services of any of our key executives,
our business could be materially and adversely affected.
Failure by third party suppliers to provide software and hardware components could affect
our business and operations
We depend on third party suppliers of software and hardware components as disclosed in the
“Business – Product Development Initiatives” section of this Prospectus. We rely on components
that are sourced from a few key suppliers. The failure of our suppliers to meet increasing demand
may prevent them from supplying us with components and products as and when we require them.
If we are not able to develop alternative sources for such software and hardware, the expansion of
our network infrastructure could be delayed and become more costly. This could adversely affect our
operating efficiency and results of operations by, among other things, impairing our ability to execute
our strategy of rapidly increasing our market share.
27

RISK FACTORS
We depend on a reliable Internet infrastructure
A key component of our business is dependent upon a reliable Internet infrastructure that supports
efficient data transmission and provides adequate security. If user traffic on the Internet continues to
grow, the existing infrastructure networks may be unable to cope with, and further developments of
the networks may not be able to match the increased levels of activities. In such event, the Internet
would lose its attraction as an effective communication and commercial medium. This would have a
material adverse effect on our operations.
We rely on hardware and software systems that are susceptible to failure
Any system failure or inadequacy that causes interruptions in the availability of our services, or
lengthens the response time of our services, as a result of higher traffic or otherwise, could adversely
affect user satisfaction, future traffic and the attractiveness of our services to advertisers and
consumers. As the number of our webpages and traffic increases, there can be no assurances that
we will be able to scale systems proportionately. We are also dependent upon web browsers, ISPs
and other website operators, in Asia and elsewhere, which have experienced significant system
failures and electrical outages in the past.
We do not presently have a comprehensive disaster recovery plan in the event of damage from fire,
floods, power loss, telecommunications failures, break-ins and other similar events. If any of the
foregoing occurs, we may experience a complete system shut-down. Our insurance coverage may
not be adequate to compensate us adequately for all losses that may occur in these circumstances.
To improve performance and to prevent disruption of our services, we may have to make substantial
investments to deploy additional servers or one or more copies of our websites to mirror our online
resources. To the extent that we do not address the capacity restraints described above, such
constraints could have a material adverse impact on our business and financial condition.
Our computer network is vulnerable to hacking, viruses and other disruptions
E-commerce activities constitute a significant part of our business strategy and development. We will
be in possession of confidential information of its users, such as credit card numbers, customer
profiles and transaction information, in the course of our e-commerce activities. Inappropriate use of
our Internet services could jeopardise the security of confidential information stored in our computer
system. Inappropriate use of the Internet includes attempting to gain unauthorised access to information
or systems – commonly known as “cracking” or “hacking”. Security measures implemented by us to
protect our facilities may be circumvented. Alleviating problems caused by computer viruses or other
inappropriate uses or security breaches may require interruptions, delays or cessation in our services.
If we fail to resolve the security problem, it will have an adverse impact on our reputation, business
and operating profits.
We may encounter difficulties with respect to our use of technology rights
We anticipate that we may need to obtain licences to use additional third party technology. We
cannot provide any assurance that these technology licences will be available to us on commercially
reasonable terms, if at all. Our inability to obtain any of these technology licences could delay or
compromise the introduction of new services and could materially and adversely affect our business
and financial condition.
We may be held liable for information retrieved from our portal network
As a content provider, we may face potential liability for intellectual property infringement, defamation,
invasion of privacy and other claims. We may also incur liability for unauthorised duplication or
distribution of third-party content or materials. Although we carry general liability insurance, our
insurance may not cover potential claims of this type, or may not be adequate to indemnify us for all
liability that may be imposed. Any imposition of liability that is not covered by our insurance or is in
excess of our insurance coverage could have a material adverse effect on our business and financial
condition.
28

Our insurance coverage is limited
Internet activities pose unique risks, including unanswered legal and regulatory questions, some of
which can be transferred by means of acquiring insurance whilst others have to be retained by us.
With the rapid changes in the Internet technology, the insurance market may not be able to keep
pace with the speed of change and we may not be able to obtain all the innovative portfolio of
insurance products, which will be required to cover an array of risk exposures, on commercially
reasonable terms. Details on our insurance coverage are set out in the “Business – Insurance”
section of this Prospectus.
RISKS CONNECTED TO THE INTERNET MARKET
The Internet market is intensely competitive
Portal operations
Competition among Internet sites is intense and barriers to entry are also low, enabling newcomers
to launch competitive sites at a relatively fast speed. In addition, the Internet market is relatively new
and new business models will continue to evolve. As a result, our competitors may better position
themselves to compete in this market as it matures. Some of our existing competitors, as well as a
number of potential new competitors, have greater name recognition, longer operating histories,
larger user bases and significantly greater financial, technical, marketing, public relations, sales,
distribution and other critical resources than us. We compete in the portal sector on the basis of
traffic, ease of use and functionality. However, any of our present or future competitors may provide
products and services that provide significant performance, price, creativity or other advantages over
those offered by us. There can be no assurance that we will be able to compete successfully against
our current or future competitors.
Our Directors believe that the competitors of the Group in the portal sector include AltaVista Asia,
AsiaContent.com, Lycos Asia, Pacfusion.com and Yahoo!Asia. In addition, sina.com, sohu.com,
Yahoo!China, and netease.com compete with Zaobao.com.
Other news content providers and portals competitors are channelnewsasia.com, eastciti.com,
scmp.com, Yahoo!Asia, Bloomberg and Reuters.
In the future, we may encounter competition from ISPs, website operators and providers of web
browser software (such as Netscape or Microsoft) that incorporate search and retrieval features into
their services. Our competitors may develop web search and retrieval services that are equal or
superior to those which we offer our users and may achieve greater market acceptance than our
services in the area of performance, ease of use and functionality.
Advertising
RISK FACTORS
We believe that the number of companies relying on fees from web-based advertising placed on
their own websites has increased substantially. As a result, we may face increased pricing pressure
for the sale of advertisements on our portal, which would have a material adverse effect on our
business and financial condition.
Our competitors may be able to undertake more extensive marketing campaigns, adopt more
aggressive pricing policies and make more attractive offers to qualified personnel, distribution partners,
advertisers and content providers. Further, we can make no assurance that ISPs, web browsers and
web content providers will not be perceived by advertisers as having more desirable websites for the
placement of advertisements. Accordingly, we can provide no assurance that we will be able to
retain advertisers, maintain or increase traffic on the Group’s portal, or that competitors will not
experience greater growth in traffic as a result of such relationships.
29

E-commerce operations
RISK FACTORS
The e-commerce sector in Asia is relatively new and still evolving. We believe that the sector will
undergo substantial changes over the next few years, with a number of companies establishing
operations in the sector. We expect to encounter significant competition in connection with our entry
into the Asian e-commerce sector. We compete with commerce service providers such as
ishop@singnet, eastciti.com’s shopping mall and Pacfusion.com’s eShopping. Many of the companies
already operating in the e-commerce sector in Asia, as well as those who may commence such
operations in the future, have or may have significantly more experience than us in the e-commerce
sector and have or may have significantly more financial, operational and other resources to utilise
in connection with their operations. There can be no assurance that we will be able to successfully
compete against these and other potential competitors in the e-commerce sector. Failure to do so
would have a material adverse effect on our business, financial condition and results of operations.
The Internet may fail to be a viable marketplace and our e-commerce revenue may not
materialise
The Internet may not turn out to be a viable mass commercial marketplace; possible reasons include
the lack of sophisticated and secure payment systems and acceptable security technologies, concerns
over privacy, congestion of traffic, inconsistent quality of service, the lack of availability of costeffective,
high-speed services, potentially inadequate development of ownership and other legal issues
in relation to the Internet and lack of timely development and commercialisation of performance
improvements, including high-speed modems. To the extent that the Internet continues to experience
significant growth in the number of users and level of use, the Internet infrastructure may not be
able to support the demands placed upon it by such growth and the performance or reliability of the
web may be adversely affected, which could negatively impact upon our ability to sell advertising
and generate e-commerce revenue.
The cost of access may prevent many potential users in Asia from using the Internet. Moreover, the
use of credit cards in sales transactions is not a common practice in parts of Asia. Until the use of
credit cards, or another viable alternative means of electronic payment become more prevalent, the
development of e-commerce through our portal will be seriously impeded. In addition, even when
credit cards or another means of electronic payment become prevalent throughout Asia, consumers
will have to be confident that adequate security measures protect electronic sale transactions
conducted over the Internet and prevent fraud.
The Asian Internet market is developing and has not been proven as an effective commercial
medium
The market for Internet services in Asia has only recently begun to develop. Since the Internet is an
unproven medium for advertising and other commercial services, our future operating results from
online advertising and e-commerce will depend substantially upon the increased use of the Internet
for information, publication, distribution and commerce and the emergence of the Internet as an
effective advertising medium in Asia. Many of our customers have limited experience with the Internet
as an advertising medium or sales and distribution channel and will not have devoted a significant
portion of their advertising expenditures or other available funds to web-based advertising or website
development. They may not find the Internet to be effective for promotion and selling their products
and services relative to traditional print and broadcast media and other sales and distribution channels.
Government regulations and legal uncertainties could adversely affect the conduct of business
on the Internet
Government regulation has not materially restricted use of the Internet in our markets to date. However,
government and legal regulations relating to the Internet will inevitably evolve and change. New laws
and regulations could be adopted to cover issues such as taxation, privacy, pricing control, consumer
protection, defamation and intellectual property infringement. Such changes in laws and regulations
may increase our costs and prevent us from delivering our services over the Internet.
30

E-commerce may be subject to seasonal and cyclical patterns
User traffic levels on the Internet, which affect e-commerce, will be affected by the June and yearend
vacation and holiday periods. Also, sales of consumer goods will typically increase during the
fourth calendar quarter as a result of the holiday season and may decline during other periods. Such
phenomena are likely to introduce a seasonal element to our turnover, which could have a material
adverse effect on our liquidity and financial condition.
ECONOMIC RISKS
The economic climate in Asia
RISK FACTORS
Since 1997, many countries in Asia have experienced significant economic downturns and related
difficulties. Many Asian governments and companies experienced difficulties servicing foreign currency
denominated debt and many corporate borrowers defaulted on their debt payments due to the decline
in the value of the region’s currencies. As the economic crisis spread across the Asian region,
governments raised interest rates to defend their weakening currencies, which adversely affected
domestic growth rates. In addition, liquidity was substantially reduced as foreign investors curtailed
investments in the region and domestic banks restricted additional lending activity. The cumulative
effects of currency fluctuations, higher interest rates and other factors have materially and adversely
affected the economies of many countries in Asia. Estimated real GDP growth for many countries
comprising our potential advertising territory decreased. Economic downturns in countries throughout
Asia may have material adverse effect on our business and financial condition.
The economic crisis and its effect on the Asian economies described above has had and may
continue to have an adverse impact on our business in the following respects:
• spending levels by both Asian and non-Asian companies for advertising in the Asian markets
may be substantially reduced;
• our ability to access lines of credit or other financing may be restricted; and
• e-commerce revenues may be adversely affected by falling levels of consumer spending and
lower access to consumer credit, including credit cards.
A change in currency exchange rates could increase costs relative to revenues of the Group
Historically, substantially all our revenues, expenses and liabilities have been denominated in Singapore
dollars. In the future, we may conduct business in additional jurisdictions which could generate
revenues, expenses and liabilities in other currencies. As a result, we will be subject to the effects of
exchange rate fluctuations with respect to any of such currencies. We have not entered into
agreements or purchased instruments to hedge our exchange rate risks although we may do so in
the future.
31

RISKS RELATING TO THE SHARES
RISK FACTORS
An active trading market for our Shares may not develop and the trading price for our Shares
may fluctuate significantly
Prior to the Invitation, there has been no public market for any of our Shares. The Offering Price for
our Shares will be determined by negotiation between the Company and the Underwriter. This price
may not be indicative of the price at which Shares will trade following the completion of the Invitation.
There can be no guarantee that an active trading market for Shares will develop, or, if it does
develop, that it will be sustained following the completion of the Invitation, or that the market price of
the Shares will not decline below the Offering Price.
The trading price of our Shares could also be subject to significant volatility in response to, among
other factors:
• investor perceptions of us and our plans for portal and e-commerce business;
• announcements by us of significant acquisitions, partnerships, joint ventures or capital
commitments;
• developments in the Internet industry and, in particular, e-commerce;
• variations in the operating results of, or our relationship with, the SPH Group;
• announcements of new products or services;
• changes in financial estimates by securities analysts;
• technological innovations;
• changes in pricing made by us, our competitors or providers of alternative services;
• changes in share prices of other Internet sector companies;
• the depth and liquidity of the market for our Shares; and
• general economic and other factors.
In addition, the trading price of our Shares could also be affected by the prices of shares listed on
other major stock exchanges including NASDAQ National Markets, particularly the prices of Internet
stocks. Should the prices of Internet stocks listed on other major stock exchanges, including NASDAQ
National Markets fall, the market for Internet shares in Singapore could be affected and the market
price of our Shares may fall.
32

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
All statements contained in this Prospectus, statements made in press releases and oral statements
that may be made by us or our officers, directors or employees acting on our behalf, that are not
statements of historical fact, constitute “forward-looking statements”. You can identify some of these
statements by forward-looking terms such as “expect”, “believe”, “plan”, “intend”, “estimate”, “anticipate”,
“may”, “will”, “would” and “could” or similar words. However, you should note that these words are
not the exclusive means of identifying forward-looking statements. All statements regarding our
expected financial position, business strategy, plans and prospects are forward-looking statements.
These forward-looking statements and other matters discussed in this Prospectus regarding matters
that are not historical fact are only predictions. These forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause our actual results, performance or
achievements to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements.
Given the risks and uncertainties that may cause our actual future results, performance or
achievements to be materially different than expected, expressed or implied by the forward-looking
statements in this Prospectus, we advise you not to place undue reliance on those statements. We
are not representing or warranting to you that our actual future results, performance or achievements
will be as discussed in those statements. Further, we disclaim any responsibility to update any of
those forward-looking statements or publicly announce any revisions to those forward-looking
statements to reflect future developments, events or circumstances. We are, however, subject to the
provisions of the Listing Manual of the SGX-ST regarding corporate disclosure.
33

USE OF PROCEEDS
The net proceeds from our Invitation, after deducting estimated issue expenses, are estimated to be
approximately $85.6 million, assuming the Over-Allotment Option is not exercised.
We intend to use the net proceeds in the following manner:-
(a) approximately $10 million to expand our Group’s network infrastructure, computer equipment
and software applications;
(b) approximately $15 million to finance our Group’s marketing and advertising campaigns;
(c) approximately $20 million to invest in new joint ventures and to develop the businesses of our
joint ventures;
(d) approximately $20 million to fund strategic investments, alliances and partnerships; and
(e) the balance to finance the expansion of our existing businesses as well as the working capital
requirement of our Group.
From time to time we may acquire or make investments in additional businesses, products and
technologies or establish joint ventures or strategic alliances that we believe will complement our
current and future business. Some of these acquisitions or investments could be material. However,
save as disclosed in this Prospectus, we have no specific agreements with respect to any material
acquisition or investment at this time.
Pending the deployment of the net proceeds as set out above, we may use the net proceeds as
working capital for our Group, invest in short term money markets or debt instruments, or place on
fixed deposit with banks or financial institutions, as our Directors may deem appropriate.
34

DIVIDEND POLICY
We have never declared or paid any cash dividends on our ordinary shares. We do not currently
anticipate paying any cash dividends in FY2000.
We have a dividend policy which commensurates with our earnings, financial position and future
plans.
We may, by ordinary resolution, declare dividends at a general meeting, but we may not pay dividends
in excess of the amount recommended by our Directors. Our Directors may declare an interim
dividend without seeking shareholders’ approval.
In making their recommendation on the amount of the final dividend or to declare an interim dividend,
our Directors will consider, among other things,
• our future prospects;
• our results of operations, cash flow and financial conditions;
• our capital requirements;
• general business conditions; and
• other factors which our Directors may deem relevant.
We must pay all dividends out of profits, which would generally comprise retained earnings, or
pursuant to Section 69(2)(c) of the Companies Act, which permits the application of the share premium
attributable to our issued ordinary shares to the payment of dividends in the form of shares.
We will pay any cash dividends on our Shares in Singapore dollars.
35

SELECTED FINANCIAL DATA
You should read the following selected financial data in conjunction with our proforma financial
statements and the related notes and “Analysis of Financial Condition and Results of Operations”
included elsewhere in this Prospectus. The selected financial data are derived from our proforma
financial statements. Our proforma financial statements for the financial years ended 31 August
1997, 1998 and 1999, and 29 February 2000 which have been audited by Ernst & Young, independent
auditors, together with the unaudited proforma financial statements for the six months ended 28
February 1999 are included elsewhere in this Prospectus. The results of the six months ended 29
February 2000 do not necessarily indicate the results that may be expected for the full year.
Our proforma financial statements are prepared in accordance with Singapore Statements of
Accounting Standard.
Proforma Income Statement Data
6-month 6-month
Period Ended Period Ended
Financial Year Ended 31 August 28 February 29 February
($’000 except per share data) 1997 1998 1999 1999 2000
Revenue 3,260 4,178 4,116 1,701 2,789
Cost of revenue (2,614) (2,053) (2,752) (1,352) (2,356)
Gross profit 646 2,125 1,364 349 433
Operating expenses (1,380) (1,418) (1,902) (1,046) (2,592)
Operating profit/(loss)
Other income
(734) 707 (538) (697) (2,159)
Interest income — — — — 18
Profit/(loss) before income tax (734) 707 (538) (697) (2,141)
Income tax — — — — —
Net profit/(loss) (734) 707 (538) (697) (2,141)
Proforma Net earnings/(loss)
per share (cents) 1 (0.073) 0.071 (0.054) (0.070) (0.214)
Analysis of Revenue by Activities
Content and other services 830 1,413 1,741 584 1,018
Advertising services 1,116 1,383 1,079 561 676
Audiotex services 1,314 1,382 1,296 556 1,095
3,260 4,178 4,116 1,701 2,789
1Based on pre-Invitation share capital of 1,000,000,000 Shares of par value $0.05 each
Balance Sheet Data As at 31 August
As at
29 February
($’000) 1997 1998 1999 2000
Cash and cash equivalents — 126 413 3,526
Working capital (deficit) (7,050) (6,246) (6,827) 3,539
Total assets
Short-term debt and current instalment
2,392 2,594 3,287 9,739
of long-term debt
Amount due to holding company and
— — — —
related company (6,373) (5,909) (7,830) (24)
Long-term debt — — — —
Shareholders’ equity (5,306) (4,599) (5,137) 7,739
Our issued share capital as at the date of this Prospectus is $50,000,000.
36

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our business, financial condition and results of operations should be
read in conjunction with our proforma financial statements and the related notes included elsewhere
in this Prospectus. This discussion contains forward-looking statements that reflect our current views
with respect to future events and financial performance. Our actual results may differ materially from
those anticipated in these forward-looking statements as a result of certain factors, such as those
set forth under “Risk Factors” and elsewhere in this Prospectus. Our proforma financial statements
are reported in S$ and have been prepared in accordance with Singapore Statements of Accounting
Standard.
OVERVIEW
Prior to the incorporation of our Company on 23 July 1999, we operated as the Multimedia division
of SPH. As such, we have prepared our proforma financial statements to show our historical financial
information which might have been, had our Company been in existence from the commencement of
our activities. As it is a “might have been” situation, our proforma financial statements and the
related effects may not be reflective of our operations or our financial position that would have been
achieved if we had actually existed at the beginning of the period covered in this Prospectus. In
preparing the proforma financial statements, we have included the results, assets and liabilities of
the Multimedia division of SPH as if it had operated as a separate legal entity. As the financial
information of the Multimedia division and the other divisions of SPH were prepared on an integrated
basis, certain assumptions and estimations have been used in the segregation of the financial
information and your attention is drawn on the bases and assumptions that have been applied in
arriving at the proforma financial statements.
We derive our revenues from several services we provide to our customers, which are principally
content and other services (comprising subscriptions, archive database, e-commerce and auction),
advertising services and classifieds, and audiotex services. The details on our revenue streams are
set out in the “Business – Business Model” and the “Business – Core Business” sections of this
Prospectus. Our main businesses are historically non-seasonal. However, as discussed in the “Risk
Factors” section of this Prospectus, our e-commerce business (though was historically non-seasonal)
may in the future be affected by the June and year-end vacation and festive periods. Revenue
represents the invoiced value of services rendered, excluding goods and services tax but including
trade discount and allowances. Revenues are recognised when it is probable that the economic
benefits will flow to us and when such revenues can be measured reliably, provided that no significant
obligations remain on our part.
From 1997 to 1999, our revenue grew from approximately $3.26 million to approximately $4.12
million and were approximately $2.79 million for the six months ended 29 February 2000. Our revenue
growth was primarily due to increased revenue from content and other services. Revenue from
content and other services increased by approximately $0.91 million from FY1997 to FY1999, largely
due to increased archive database sales. Archive database sales improved substantially mainly due
to the increase in usage by the customers of a few of our key co-sellers. We launched our ecommerce
platform in late 1997 and started generating revenue from e-commerce activities since
then, which accounted largely for the balance of the increased revenue from content and other
services in 1998 and 1999.
We expect our revenue to continue to grow in FY2000. Expected sources of our revenue growth
include content and other services and advertising services. The improvement in our e-commerce
platform (as discussed in the “Business – Expansion Plans – E-Commerce” section of this Prospectus)
helps us to sign on more new merchants to our online mall at faster speed and to provide greater
convenience to our online shoppers in purchasing goods through our e-commerce platform, coupled
with the initiatives by the Singapore government to promote e-commerce, our e-commerce revenue
is likely to improve. Advertising revenue is likely to increase as we expand our product offerings and
our pageviews grow.
37

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our results of operations are generally affected by the content based nature of our business. Our
main costs components are staff cost representing more than 75% of the total cost of revenue and
depreciation expenses. Staff were identified on the basis of the personnel employed under the
Multimedia division of SPH while depreciation expenses are allocated based on the fixed assets
transferred to us under the Business Transfer Agreement which we entered into with SPH on 25
November 1999 and additions purchased for the six months ended 29 February 2000. From 1997 to
1999 we received approximately a total of $2.49 million in grants, through SPH, from the Economic
Development Board of Singapore and the National Computer Board for the development of AsiaOne
websites and SingaporeConnect respectively. These grants reduced our cost of revenue. The grant
from the Economic Development Board of Singapore was for 50% of the actual cost incurred by us
in the development of our AsiaOne website during the qualifying period from 1 April 1996 to 31
December 1997. The grant from the National Computer Board was for 50% of the actual cost incurred
by us for the development of the SingaporeConnect during the qualifying period from 1 September
1996 to 30 March 1998. A detailed discussion on our annual cost of revenue from FY1997 to FY1999
is set out below under the “Analysis of Financial Condition and Results of Operations - Review of
Operations”.
We expect our cost of revenue for FY2000 to be substantially higher than FY1999 primarily due to
higher staff costs and depreciation. Staff costs are likely to rise as we expect our average headcount
to increase four folds from FY1999 to FY2000. Depreciation is expected to be higher in FY2000 as
a result of the assets transferred from SPH’s Multimedia division to us in November 1999 under the
Business Transfer Agreement described in the “General Information on Our Group – History” section
of this Prospectus, and also because of the increase in our investment in portal infrastructure and
technology.
Our operating expenses consist largely of advertising and promotional expenses as well as facilities
related expenses and management fees paid to our parent company. We have been investing in
building up the AsiaOne.com and Zaobao.com brand names through advertisements and promotions.
We intend to step up our branding activities to increase the public’s awareness of AsiaOne’s and
Zaobao’s image and service offerings. Our marketing and branding strategy is detailed in the “Business
– Marketing and Branding Strategy” section of this Prospectus. We rent a large part of the premises
we are currently occupying from SPH. Details on the lease agreement we have with SPH are set out
in the “Interested Person Transactions – Lease Agreement” section of this Prospectus. We also pay
SPH management fees based on the estimated time spent by management and administrative
resources of SPH on our affairs. A detailed discussion on our annual operating expenses from
FY1997 to FY1999 is set out below under the “Analysis of Financial Condition and Results of
Operations - Review of Operations”.
Our operating expenses for FY2000 will be substantially higher than FY1999. Our operating expenses
for the six months ended 29 February 2000 of $2.59 million was already significantly higher that our
operating expenses for the 12 months ended 31 August 1999 of $1.90 million. In the second half of
FY2000, we will continue to invest heavily in advertising and promotion in accordance with our
marketing and branding strategy set out in the “Business – Marketing and Branding Strategy” section
of this Prospectus.
As discussed in the “Risk Factors” section of this Prospectus, we have a history of losses and
anticipate to incur losses for the foreseeable future.
38

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We are a part of the larger SPH Group. We have benefited significantly from our close working
relationship with our parent company, which has provided us with the content and resources to
commence our business. SPH provides us with substantial news and related information as well as
its large advertisement client base for which we tap on to commence our business. In addition, we
also receive continued support from its newsrooms for timely updates. Details on our dealings with
SPH are set out in the “Interested Person Transactions” section of this Prospectus. We also received
financial support from SPH prior to the Invitation, which has provided us with the necessary capital
to commence and continue our business. The financial support from SPH in the past has been in
the form of equity injection and inter-company loans, which were interest free and had no fixed term
of repayment. As discussed in the “Risk Factors” section of this Prospectus, we may no longer be
able to rely on the operating and financial resources provided by the SPH Group after the Invitation.
However, we expect the net proceeds from the Invitation to provide the capital resources we are
likely to require in FY2000 and the near future.
REVIEW OF OPERATIONS
Six Months Ended 28 February 1999 Compared with Six Months Ended 29 February 2000
Revenue. Revenue increased by 64.0% from $1.70 million in the six months ended 28 February
1999 to $2.79 million in the six months ended 29 February 2000. This increase was attributed
mainly to the substantial increase in revenue from our content and other services (archive database
sales and e-commerce inclusive) as well as audiotex services. Revenue from content and other
services increased by 74.3% from $0.58 million in the six months ended 28 February 1999 to $1.02
million in the six months ended 29 February 2000. The increase was primarily attributable to higher
archive database sales and e-commerce revenues. Archive database sales rose due to the increase
in usage by the customers of three of our key co-sellers. E-commerce revenues increased mainly
due to the addition of approximately 50 more online stores at Shop@AsiaOne between 28 February
1999 and 29 February 2000. Revenues from audiotex services improved by 96.9% from $0.56 million
in the six months ended 28 February 1999 to $1.10 million in the six months ended 29 February
2000 mainly due to higher usage of our 1-800 Bizfone service consequent to the addition of 5 more
1-800 Bizfone customers from 28 February 1999 to 29 February 2000 as well as the increase in
usage by some of our existing customers.
Cost of Revenue. Cost of revenue increased by 74.3% from $1.35 million in the six months ended
28 February 1999 to $2.36 million in the six months ended 29 February 2000. This is primarily due
to the higher staff cost and depreciation expenses. Staff cost increased from $1.27 million in the six
months ended 28 February 1999 to $1.94 million in the six months ended 29 February 2000 as our
staff strength more than doubled. Depreciation expenses increased principally as a result of the
assets transferred from SPH’s Multimedia division to us in November 1999 under the Business
Transfer Agreement described in the “General Information on Our Group – History” section of this
Prospectus. For the six months ended 29 February 2000, we did not receive any grant from any
government bodies or agencies to subsidise our cost of revenue, while we received $0.10 million in
grant from the National Computer Board for the six months ended 28 February 1999.
Operating Expenses. Operating expenses increased 147.8% from $1.05 million, or 61.5% of revenues,
in the six months ended 28 February 1999 to $2.59 million, or 92.9% of revenues, in the six months
ended 29 February 2000. This increase was due to the substantial increase in expenses pertaining
to advertising and promotion, communication lines, legal costs, software and hardware maintenance
and management fees paid to our parent company. Advertising and promotion, communication and
legal expenses increased, in conjunction with our re-positioning and re-launch at the start of the new
millennium, and as we intensify our marketing and branding efforts. Software and hardware
maintenance costs increased as we upgraded our technological infrastructure.
39

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Loss Before Tax. The loss before tax widened from $0.70 million for the six months ended 28
February 1999 to $2.14 million for the six months ended 29 February 2000. The aggregate increase
in our cost of revenue and operating expenses more than offset the increase in our revenue, thereby
resulting in the 207.2% increase in our loss before tax.
Income Tax Expenses. There was no income tax charge as we were operating at a tax loss position.
FY1998 Compared to FY1999
Revenue. Revenue decreased marginally by 1.5% from $4.18 million in 1998 to $4.12 million in
1999. The decline in advertising revenue was moderated by the increase in revenue from content
and other services. Revenue from advertising services fell by 22.0% from $1.38 million in FY1998 to
$1.08 million in FY1999. The drop in advertising revenue was due mainly to the reduction in
advertisements placed during the Asian economic crisis. Revenue from content and other services
increased from $1.41 million in FY1998 to $1.74 million in FY1999. The improvement in revenue
from content and other services was largely attributable to the increase in our archive database
sales as well as e-commerce revenue. Archive database sales rose due to increased usage. Ecommerce
revenues increased due to the addition of approximately 40 more online stores at
Shop@AsiaOne between 31 August 1998 and 31 August 1999.
Cost of Revenue. Cost of revenue increased by 34.0% from $2.05 million in 1998 to $2.75 million in
1999 primarily due to lower grant income received. We received a lower amount of grant from the
Economic Development Board of Singapore to subsidise our cost of developing the AsiaOne website
in FY1999, and hence our grant income decreased by 90.1% from $0.97 million in FY1998 to $0.10
million in FY1999. Depreciation expenses however increased by 23.1% from $0.26 million in FY1998
to $0.33 million in FY1999 due to more personal computers purchased in FY1999.
Operating Expenses. Operating expenses increased by 34.1% from $1.42 million, or 33.9% of revenues
in FY1998 to $1.90 million or 46.2% of revenues in FY1999. This increase was mainly due to the
280.2% increase in the advertising and promotional costs from $0.13 million in FY1998 to $0.50
million in FY1999. We incurred more advertising and promotional expenses in FY1999 as a result of
our efforts to promote our e-commerce activities.
Profit (Loss) Before Tax. We slipped into the red in FY1999 with a loss of $0.54 million compared
with the profit before tax of $0.71 million in FY1998. This is the result of the decline in our revenue
in FY1999 coupled with the increase in our cost of revenue as well as our operating expenses.
Income Tax Expenses. There was no income tax charge as we were operating at a tax loss position.
FY1997 Compared to FY1998
Revenue. Revenue increased by 28.2% from $3.26 million in FY1997 to $4.18 million in FY1998.
This increase was primarily driven by the increase in revenue from content and other services which
increased by 70.2% from $0.83 million in FY1997 to $1.41 million in FY1998. The increase in revenue
from content and other services was largely attributable to the new source of revenue from
e-commerce, the increase in archive database sales and the increase in the number of copies of the
Singapore Career Guide sold by us in FY1998.
Cost of Revenue. Cost of revenue decreased by 21.5% from $2.61 million in FY1997 to $2.05
million in FY1998 as higher staff cost was incurred in FY1997 and grant income received decreased.
Staff cost decreased by 12.7% from $3.03 million in FY1997 to $2.64 million in FY1998 as our
headcount decreased and wage cuts were implemented. The aggregate amount of grant we received
from the Economic Development Board of Singapore and the National Computer Board decreased
by 31.8% from $1.42 million in FY1997 to $0.97 million in FY1998, thereby reducing the subsidy on
our cost of revenue. Depreciation expense also decreased by 69.3% from $0.86 million in FY1997 to
$0.26 million in FY1998. The higher depreciation expense in FY1997 was attributable to the one
time write-off of cost relating to the upgrade in our computer systems.
40

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Operating Expenses. Operating expenses increased marginally by 2.8% from $1.38 million, or 42.3%
of revenue in FY1997 to $1.42 million, or 33.9% of revenue in FY1998. This increase was due
mainly to marginal increases in cost relating to advertising and promotion, communication line and
software and hardware maintenance.
Profit (Loss) Before Tax. We made a profit before tax of $0.71 million in FY1998 compared to a loss
of $0.73 million in FY1997 as a result of the improvement in our revenue together with a reduction
in our cost of revenue in FY1998.
Income Tax Expenses. There was no income tax charge as we were operating at a tax loss position.
LIQUIDITY AND CAPITAL RESOURCES
As we commenced our activities as the Multimedia division of SPH, we had been dependent on
SPH to provide the financing for our operations. As at 29 February 2000, we received a total of
$10.00 million from SPH in the form of equity injection. In addition, we received, through SPH,
grants totalling approximately $2.49 million from the Economic Development Board of Singapore and
the National Computer Board since 1997.
Other than the normal trade related credit given and received by us, we have no other loans or
indebtedness. As at 29 February 2000, we had cash and cash equivalents of $3.53 million.
Liquidity
Net cash used in operating activities was $1.25 million and $1.59 million in FY1999 and the six
months ended 29 February 2000 respectively.
Our net cash used in investing activities in FY1999 and the six months ended 29 February 2000
were primarily attributable to the amount paid for computers and office equipment transferred from
SPH and additional computer equipment purchased.
We anticipate that we may acquire or make investments in our related business, product and
technologies or establish joint ventures or strategic partnerships that we believe will complement our
current and future businesses. Some of these acquisitions or investments could be material. Save
as disclosed in this Prospectus, we have no specific agreements or understandings with respect to
any material acquisitions or investments at this time.
Our net cash generated from financing activities in the six months ended 29 February 2000 arose
mainly due to equity injection from SPH.
Capital Resources
Our parent company provided the majority of our capital resources prior to the Invitation. As at 29
February 2000, we received a total of $10.00 million from SPH in the form of equity injection. We did
not have any external borrowings or indebtedness apart from trade payables as at 29 February
2000. Prior to 29 February 2000, we received cash advances from SPH as follows:-
41
Proforma Company
As at As at
As at 31 August 30 November 29 February
($’000) 1997 1998 1999 1999 2000
Amount due from (to) holding company (6,373) (5,909) (7,830) (7,345) 579
Amount due to other related company — — — — (24)
(6,373) (5,909) (7,830) (7,345) 555

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The amount due to SPH as at 31 August 1997, 1998 and 1999 and as at 30 November 1999 were
interest free cash advances we received from SPH for our working capital requirements. These
advances were unsecured and had no fixed term of repayment. As at 29 February 2000, we did not
have any borrowings from SPH.
For illustration purposes only, had these cash advances been from third parties or bank facilities at
an assumed interest rate of 5.0% per annum, we would have incurred interest expense and our
corresponding proforma profits/(losses) would have been as follows:-
Proforma Income Statement Data
6-month 6-month
Period Ended Period Ended
Financial Year Ended 31 August 28 February 29 February
($’000) 1997 1998 1999 1999 2000
Interest Expense 264 307 343 172 95
Net profit/(loss) (998) 400 (881) (869) (2,236)
The amount due from SPH as at 29 February 2000 pertained to trade debts collected by SPH on
our behalf. The amount due to other related company as at 29 February 2000 was for the rental of
our office premises from Singapore News & Publications Limited, a subsidiary of SPH.
In 1996, we were given a grant of up to $2.61 million for the funding of the development of AsiaOne
website into a one-stop information and service centre under the Innovation Development Scheme
of the Economic Development Board. The grant was for 50.0% of the actual cost incurred by us
during the qualifying period from 1 April 1996 to 31 December 1997.
In 1997, we were given a grant of up to $0.19 million from the National Computer Board for the
development of the SingaporeConnect under the Innovation Development Scheme of the Board. The
grant was for 50.0% of the actual cost incurred by us during the qualifying period from 1 September
1996 to 30 March 1998.
42

HISTORY
millions
GENERAL INFORMATION ON OUR GROUP
We started our operations in 1995 as the Multimedia division of SPH. AsiaOne.com was SPH’s
inaugural website on the Internet. Our website was launched in June 1995 as the Internet version of
SPH’s publications. The Business Times was the first to go online, followed by The Shipping Times,
Lianhe Zaobao and The Straits Times. By late 1995, our website registered approximately 60,000
pageviews each week, of which approximately 60% was from outside Asia.
In 1996, we included other publications, namely, The New Paper and Berita Harian as well as other
regional newspapers and magazines on our website. The range of services was expanded to include
Business Centre and Entertainment. AsiaOne.com received a good reception from the public and the
number of times our website was accessed increased to approximately 4 million pageviews a month.
Keeping abreast of the virtual shopping trend, our e-commerce infrastructure was launched in October
1997. We also launched other new services such as SingaporeConnect and REALink in 1997.
By late 1998, our virtual shopping mall had 60 shops. Pageviews continued to grow, increasing to
approximately 25 million pageviews a month by end 1998.
To provide us with greater flexibility in re-modelling our website as a major portal in Singapore and
beyond, we were incorporated on 23 July 1999 under the Companies Act as a separate private
limited company in Singapore, under the name of “SPH.com Pte Ltd”. We changed our name on 25
August 1999 to “AsiaOne Internet Pte Ltd” and on 16 December 1999 to “SPH AsiaOne Pte Ltd”. We
became a public limited company on 8 February 2000 and changed our name to “SPH AsiaOne
Ltd”.
Although we were incorporated in July 1999, we only started conducting business on 1 September
1999. On 30 November 1999, we purchased the business of SPH’s Multimedia division pursuant to
a Business Transfer Agreement entered into between SPH and ourselves on 25 November 1999.
Under this agreement, we purchased SPH’s Multimedia division’s business, which was previously
engaged in promoting, maintaining and operating our website. We also acquired and assumed all
relevant assets, liabilities and other businesses.
At the start of the new millennium, we re-positioned ourselves to be the premier Internet player in
Asia, targeting the English speaking audience with our English language portal, AsiaOne.com, and
the Chinese language market with our Chinese language portal, Zaobao.com. On 25 January 2000,
we relaunched our websites to include new features and services such as classified advertisements
and free e-mail service in English and Chinese with a 10-megabyte mailbox. After the relaunch of
our websites, our pageviews increased to 1.2 million a day. By April 2000, our pageviews further
increased to approximately 58 million per month.
80
60
40
20
0
Average Monthly Total Pageviews
Note: Year 2000 pageviews is based on April 2000 pageviews.
1995 1996 1997 1998 1999 2000
43

GROUP STRUCTURE
Our group structure as at the date of this Prospectus is as follows:-
ZAOBAO.COM LTD
(Incorporated in the
Republic of Singapore)
SHARE CAPITAL
GENERAL INFORMATION ON OUR GROUP
SINGAPORE PRESS
HOLDINGS LIMITED
(Incorporated in the
Republic of Singapore)
SPH ASIAONE LTD
(Incorporated in the
Republic of Singapore)
ASIANBOURSES.COM
PTE LTD
(Incorporated in the
Republic of Singapore)
When we were incorporated on 23 July 1999, our authorised share capital was $100,000 comprising
100,000 ordinary shares of par value $1.00 each and our issued and paid-up share capital was
$2.00 comprising 2 ordinary shares of par value $1.00 each. We issued 9,999,998 new ordinary
shares of par value $1.00 each to SPH on 1 September 1999, increasing our issued and paid-up
share capital to $10,000,000.
On 26 January 2000, we sub-divided each ordinary share of par value $1.00 each in our authorised
and issued share capital into 10 ordinary shares of par value $0.10 each. As at 26 January 2000,
our authorised share capital was $100,000,000 comprising 1,000,000,000 ordinary shares of par
value $0.10 each and our issued and paid-up share capital was $10,000,000 comprising 100,000,000
ordinary shares of par value $0.10 each.
Our issued and paid-up share capital was subsequently increased to $50,000,000 comprising
500,000,000 ordinary shares of par value $0.10 each on 15 March 2000 when SPH carried out the
Capital Injection. On 4 April 2000, the Share Split was approved by our shareholder.
At an EGM held on 8 May 2000, our shareholder approved the following:-
(i) the adoption of a new set of Articles of Association of our Company;
(ii) the issue of up to 148,000,000 New Shares which are the subject of the Invitation as well as
the issue of up to 22,200,000 New Shares pursuant to the Over-Allotment Option granted to
Citicorp. The New Shares, when issued and fully paid, will rank pari passu in all respects with
the existing issued and fully paid Shares;
(iii) the AsiaOne (2000) Post-IPO Share Option Scheme, the rules of which are set out in Appendix
C to this Prospectus;
44
100%
100% 20%
40%
FANTASTICONE (ASIA
PACIFIC) PTE LTD
(Incorporated in the
Republic of Singapore)

GENERAL INFORMATION ON OUR GROUP
(iv) that authority be given pursuant to Section 161 of the Companies Act to our Directors to allot
and issue shares in our Company (whether by way of rights, bonus issue or otherwise) at any
time and upon such terms and conditions and for such purposes and to such persons as the
Directors shall in their absolute discretion deem fit, provided that the aggregate number of
shares to be issued pursuant to such authority shall not exceed 50% of the issued share
capital of our Company immediately prior to the proposed issue and that the aggregate number
of shares to be issued other than on a pro-rata basis to the then existing shareholders of our
Company shall not exceed 20% of the issued share capital of our Company immediately prior
to the proposed issue, and, unless revoked or varied by our Company in general meeting, such
authority shall continue in full force until the conclusion of the next Annual General Meeting of
our Company or the date by which the next Annual General Meeting of our Company is required
by law to be held, whichever is earlier; and
(v) shareholders’ mandate for interested party transactions (as set out in the “Shareholders’ Mandate”
section of this Prospectus).
As at the date of this Prospectus, there is only one class of shares in the capital of our Company.
There are no founder, management or deferred shares.
Details of changes in our issued and paid-up share capital since 29 February 2000, being the date
of our last audited financial statements, and our issued and paid-up share capital immediately after
the Invitation (assuming the Over-Allotment Option is not exercised) are as follows:-
45
Number of Shares (’000) $’000
Issued and fully paid ordinary shares of par
value $0.10 each as at 29 February 2000 100,000 10,000
Capital Injection on 15 March 2000 400,000 40,000
500,000 50,000
Share Split 1,000,000 50,000
New Shares to be issued pursuant to the Invitation 148,000 7,400
Post-Invitation share capital 1,148,000 57,400
Our authorised share capital and shareholders’ funds as at 29 February 2000 immediately before
and after adjustments to reflect the Capital Injection, Share Split and the issue of New Shares
pursuant to the Invitation (assuming the Over-Allotment Option is not exercised) are as set out
below. These statements should be read in conjunction with the “Financial Statements” section of
this Prospectus.

As at
Authorised Share Capital 29 February 2000 As adjusted
$’000 $’000
1,000,000,000 ordinary shares of 100,000
par value $0.10 each
2,000,000,000 ordinary shares of
par value $0.05 each 100,000
Shareholders’ Funds As at
29 February 2000 As adjusted
$’000 $’000
Share Capital 10,000 57,400
Share Premium — 78,200
Accumulated Losses (2,261) (2,261)
Total Shareholders’ Funds 7,739 133,339
DESCRIPTION OF OUR ORDINARY SHARES
The discussion below provides information about our share capital, the main provisions of our Articles
of Association and the laws of Singapore relating to our shares. This description is only a summary
and is qualified by reference to Singapore law and our Articles of Association.
Ordinary Shares
Our authorised capital is $100,000,000 consisting of 2,000,000,000 ordinary shares of par value
$0.05 each. We have only one class of shares, namely, our ordinary shares, which have identical
rights in all respects and rank equally with one another. Our Articles of Association provide that we
may issue shares of a different class with preferential, deferred, qualified or other special rights,
privileges or conditions as our Board of Directors may determine and may issue preference shares
which are, or at our option are, subject to redemption, subject to certain limitations. Our Directors
may issue shares at a premium. If shares are issued at a premium, a sum equal to the aggregate
amount or value of the premium will, subject to certain exceptions, be transferred to a share premium
account.
As of the date of this Prospectus, 1,000,000,000 ordinary shares of par value $0.05 are issued and
paid-up. All of our ordinary shares are in registered form. We may, subject to the provisions of the
Companies Act and the rules of the Stock Exchange, purchase our own ordinary shares. However,
we may not, except in circumstances permitted by the Companies Act, grant any financial assistance
for the acquisition or proposed acquisition of our own ordinary shares.
New Ordinary Shares
GENERAL INFORMATION ON OUR GROUP
New ordinary shares may only be issued with the prior approval of our shareholders in a general
meeting of our shareholders. The approval, if granted, will lapse at the conclusion of the annual
general meeting following the date on which the approval was granted. Our shareholders have given
us general authority to issue any remaining approved but unissued ordinary shares prior to our next
Annual General Meeting. Subject to the foregoing, the provisions of the Companies Act and any
special rights attached to any class of shares currently issued, all new ordinary shares are under the
control of our Board of Directors who may allot and issue the same with such rights and restrictions
as it may think fit. Our shareholders are not entitled to pre-emptive rights under our Articles of
Association or Singapore law.
46

Shareholders
GENERAL INFORMATION ON OUR GROUP
Only persons who are registered in our register of shareholders and, in cases in which the person
so registered is the CDP, the persons named as the depositors in the depository register maintained
by the CDP for our ordinary shares, are recognised as our shareholders.
We will not, except as required by law, recognise any equitable, contingent, future or partial interest
in any ordinary share or other rights for any ordinary share other than the absolute right thereto of
the registered holder of the ordinary share or of the person whose name is entered in the depository
register for that ordinary share. We may close the register of shareholders for any time or times if we
provide the Registrar of Companies and Business of Singapore at least 14 days’ notice. However,
the register may not be closed for more than 30 days in aggregate in any calendar year. We typically
close the register to determine shareholders’ entitlement to receive dividends and other distributions
for no more than 10 days a year.
Transfer of Ordinary Shares
SPH has given the Manager an undertaking that it will not dispose of or transfer any of its shareholding
in our Company for a period of six months commencing from the date of admission of our Company
to the Official List of the SGX-ST.
Save as disclosed above, there is no restriction on the transfer of our fully paid ordinary shares
except where required by law. Our Board of Directors may only decline to register any transfer of
ordinary shares which are not fully paid shares or ordinary shares on which we have a lien. Our
ordinary shares may be transferred by a duly signed instrument of transfer in any form acceptable to
our Board of Directors. Our Board of Directors may also decline to register any instrument of transfer
unless, among other things, it has been duly stamped and is presented for registration together with
the share certificate and such other evidence of title as they may require. We will replace lost or
destroyed certificates for our ordinary shares if we are properly notified and if the applicant pays a
fee which will not exceed $1.00 and furnishes any evidence and indemnity that our Board of Directors
may require.
General Meetings of Shareholders
We are required to hold an Annual General Meeting every year. Our Board of Directors may convene
an extraordinary general meeting whenever it thinks fit and must do so if shareholders representing
not less than 10% of the total voting rights of all shareholders request in writing that such a meeting
be held. In addition, two or more shareholders holding not less than 10% of our issued share capital
may call a meeting. Unless otherwise required by Singapore law or by our Articles of Association,
voting at general meetings is by ordinary resolution, requiring an affirmative vote of a simple majority
of the votes cast at that meeting. An ordinary resolution suffices, for example, for the appointment of
Directors. A special resolution, requiring the affirmative vote of at least 75% of the votes cast at the
meeting, is necessary for certain matters under Singapore law, including the voluntary winding up of
our company, amendments to our Memorandum and Articles of Association, a change of our corporate
name and a reduction in our share capital, share premium account or capital redemption reserve
fund. We must give at least 21 days’ notice in writing for every general meeting convened for the
purpose of passing a special resolution. Ordinary resolutions generally require at least 14 days’
notice in writing. The notice must be given to every shareholder who has supplied us with an address
in Singapore for the giving of notices and must set forth the place, the day and the hour of the
meeting and, in the case of special business, the general nature of that business.
Voting Rights
A shareholder is entitled to attend, speak and vote at any general meeting, in person or by proxy. A
proxy need not be a shareholder. A person who holds ordinary shares through the CDP book-entry
clearance system will only be entitled to vote at a general meeting as a shareholder if his name
appears on the depository register maintained by CDP 48 hours before the general meeting.
47

GENERAL INFORMATION ON OUR GROUP
Except as otherwise provided in our Articles of Association, two or more shareholders must be
present in person or by proxy to constitute a quorum at any general meeting. Under our Articles of
Association, on a show of hands, every shareholder present in person and each proxy shall have
one vote and, on a poll, every shareholder present in person or by proxy shall have one vote for
each ordinary share held. A poll may be demanded in certain circumstances, including by the chairman
of the meeting or by any shareholder present in person or by proxy and representing not less than
10% of the total voting rights of all shareholders having the right to attend and vote at the meeting
or by any two shareholders present in person or by proxy and entitled to vote.
Dividends
We may, by ordinary resolution, declare dividends at a general meeting, but we may not pay dividends
in excess of the amount recommended by our Board of Directors. Any dividend we pay must be paid
out of our profits or pursuant to Section 69 of the Companies Act. Our Board of Directors may also
declare an interim dividend. All dividends are paid pro rata among the shareholders in proportion to
the amount paid upon each shareholder’s ordinary shares, unless the rights attaching to an issue of
any ordinary share provides otherwise. Unless otherwise directed, dividends are paid by cheque or
warrant sent through the post to each shareholder at his registered address. Notwithstanding the
foregoing, our payment to the CDP of any dividend payable to a shareholder whose name is entered
in the depository register shall, to the extent of payment made to the CDP, discharge us from any
liability to that shareholder in respect of that payment.
Bonus and Rights Issue
Our Board of Directors may, with the approval of our shareholders at a general meeting, capitalise
any reserves or profits (including profit or monies carried and standing to any reserve or to the
share premium account) and distribute the same as bonus shares credited as paid-up to our
shareholders in proportion to their shareholdings. Our Board of Directors may also issue rights to
take up additional ordinary shares to shareholders in proportion to their shareholdings. Such rights
are subject to any conditions attached to such issue.
Takeovers
The Companies Act and the Singapore Code on Takeovers and Mergers regulate the acquisition of
ordinary shares of public companies and contain certain provisions that may delay, deter or prevent
a future takeover or change in control of our Company. Any person acquiring an interest, either
acting singly or together with other parties acting in concert with him, in 25% or more of our voting
shares must extend a takeover offer for the remaining voting shares in accordance with the provisions
of the Singapore Code on Takeovers and Mergers.
“Parties acting in concert’’ include a company and its related and associated companies, a company
and its directors (including their relatives), a company and its pension funds, a person and any
investment company, unit trust or other fund whose investment such person manages on a
discretionary basis, and a financial adviser and its client in respect of shares held by the financial
adviser and shares in the client held by funds managed by the financial adviser on a discretionary
basis. An offer for consideration other than cash must be accompanied by a cash alternative at not
less than the highest price paid by the offeror or parties acting in concert with the offeror within the
preceding 12 months. A mandatory takeover offer is also required to be made if a person holding,
either singly or together with parties acting in concert with him, between 25% and 50% of the voting
shares acquires additional voting shares representing more than 3% of the voting shares in any 12month
period.
48

GENERAL INFORMATION ON OUR GROUP
Liquidation or Other Return of Capital
If our Company is liquidated or in the event of any other return of capital, holders of our ordinary
shares will be entitled to participate in any surplus assets in proportion to their shareholdings, subject
to any special rights attaching to any other class of shares then existing.
Indemnity
As permitted by Singapore law, our Articles of Association provide that, subject to the Companies
Act, we will indemnify our Board of Directors and officers against any liability incurred in defending
any proceedings, whether civil or criminal, which relate to anything done or omitted to have been
done as an officer, director or employee. We may not indemnify directors and officers against any
liability which by law would otherwise attach to them in respect of any negligence, default, breach of
duty or breach of trust of which they may be guilty in relation to our Company.
Limitations on Rights to Hold or Vote Ordinary Shares
Except as described in “Voting Rights’’ and “Takeovers’’ above, there are no limitations imposed by
Singapore law or by our Articles of Association on the rights of non-resident shareholders to hold or
vote our ordinary shares.
Minority Rights
The rights of minority shareholders of Singapore-incorporated companies are protected under Section
216 of the Companies Act, which gives the Singapore courts a general power to make any order,
upon application by any shareholder, as they think fit to remedy any of the following situations:
• our affairs are being conducted or the powers of our Board of Directors are being exercised in
a manner oppressive to, or in disregard of the interests of, one or more of our shareholders; or
• we take an action, or threaten to take an action, or our shareholders pass a resolution, or
threaten to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to,
one or more of our shareholders, including the applicant.
Singapore courts have wide discretion as to the reliefs they may grant and those reliefs are in no
way limited to those listed in the Companies Act itself.
Without prejudice to the foregoing, Singapore courts may:
• direct or prohibit any act or cancel or vary any transaction or resolution;
• regulate our affairs in the future;
• authorise civil proceedings to be brought in the name of, or on behalf of, our Company by a
person or persons and on such terms as the court may direct;
• provide for the purchase of a minority shareholder’s shares by our other shareholders or by our
Company and, in the case of a purchase of shares by us, a corresponding reduction of our
share capital;
• provide that our Memorandum and Articles of Association be amended; or
• provide that our Company be wound up.
49

SHAREHOLDERS
GENERAL INFORMATION ON OUR GROUP
Our shareholders and their respective shareholdings immediately before and immediately after the
Invitation (assuming the Over-Allotment Option is not exercised) are set out below:-
Before the Invitation After the Invitation
Number of Shares % Number of Shares %
SPH 1,000,000,000 100.0 1,000,000,000 87.1
Public — — 148,000,000 12.9
1,000,000,000 100.0 1,148,000,000 100.0
SPH is a leading publishing and media group in Southeast Asia with 155 years of publishing
experience. SPH currently publishes fourteen newspapers and six magazines in four languages –
English, Chinese, Malay and Tamil. It is one of Asia’s largest and most profitable media companies.
SPH is listed on the Main Board of SGX-ST with a market capitalisation of approximately $12 billion
as at 30 April 2000. SPH is a component stock in the Straits Times Index as well as the Morgan
Stanley Capital International Singapore Free Index.
To the best of our knowledge and belief, as at the date of this Prospectus, we are not aware of any
arrangements the operation of which may at a subsequent date result in a change in control of our
Company.
MORATORIUM
SPH, which owns 1,000,000,000 Shares, representing approximately 87.1% (assuming the Over-
Allotment Option is not exercised) of our Company’s post-Invitation issued and paid-up share capital,
does not intend to dispose of or transfer any of its shareholding in our Company for a period of six
months commencing from the date of admission of our Company to the Official List of the SGX-ST.
In addition, SPH currently intends for AsiaOne to remain a subsidiary of SPH in the foreseeable
future.
DILUTION
Our net tangible book value as at 29 February 2000, adjusted for the Capital Injection and Share
Split, was approximately $47.74 million, or $0.05 per Share. Net tangible book value per Share was
determined by dividing the net tangible book value (total tangible assets less total liabilities) as at 29
February 2000 (adjusted for the Capital Injection) by the number of outstanding Shares as at that
date (adjusted for the Share Split).
Based on the issuance by us of 148,000,000 New Shares in the Invitation (assuming the Over-
Allotment Option is not exercised) at an initial public offering price of $0.60 per New Share, after
deducting the estimated issue expenses, our net tangible book value as at 29 February 2000 would
have been $0.12 per Share. This represents an immediate increase in net tangible book value of
$0.07 per Share to our existing shareholder and an immediate dilution in net tangible book value of
$0.48 per Share to new public investors.
50

GENERAL INFORMATION ON OUR GROUP
The following table illustrates this per Share dilution:-
51
($) ($)
Offering Price per New Share 0.60
Net tangible book value per Share as at 29
February 2000, adjusted for the Capital Injection
and Share Split 0.05
Increase in net tangible book value per Share
attributable to new public investors 0.07
Net tangible book value per Share after the Invitation,
(assuming the Over-Allotment Option is not exercised) 0.12
Dilution in net tangible book value per Share to new
public investors 0.48

INDUSTRY OVERVIEW
BUSINESS
The information provided in this section is derived from various private publications and/or public
documents. This information has not been prepared or independently verified by us, the Manager or
its affiliates, or our advisers.
Growth in the Internet Market
The Internet is a significant global communications medium, enabling millions of people to share
information and conduct business electronically, and providing advertisers and merchants with an
attractive means of marketing and selling their products and services. The use of the Internet as a
global medium for communications and commerce has grown rapidly since the start of its
commercialisation in the early 1990s.
Major catalysts behind this rapid growth in the popularity of the Internet include the increase in
personal computers and modem penetration, the introduction of easy-to-use navigational tools and
utilities and the growth in the number of information, entertainment and commercial applications
available on the Internet. Technological advances have led to more robust and lower cost and higher
capacity infrastructures, improved security and increased value-added services and content.
Another important factor in the widespread adoption of the Internet has been the emergence of a
network of servers and information available. The web is a network medium, which offers content,
activities and services. The rapid deployment of the web has introduced fundamental changes in the
way information can be produced, distributed and consumed, lowering the cost of publishing information
and extending its potential reach. The structure of web documents allows an organisation to publish
significant quantities of information while simultaneously allowing each user to view selected information
that is of particular interest in a cost effective and timely fashion.
These trends have led businesses increasingly to explore opportunities of providing Internet-based
applications and services within their organisations and externally to customers and business partners.
The Internet as a Medium for Content Delivery
More people are increasingly relying on the Internet for news and information. The Internet provides
an efficient medium for the delivery of continuously updated original content. It is also becoming an
important channel through which parties share information, opinions and ideas around the world.
Although content providers can reach large audiences through traditional media, their distribution is
often constrained by geography and they do not provide for interaction among the information providers
and members of the audience. The Internet, on the other hand, permits users to rapidly access,
search and interact with a wealth of content, regardless of where the users are geographically.
Additionally, the Internet allows interactivity amongst users and content providers.
However, as the Internet grows, people using conventional search and directory products are finding
it increasingly difficult to locate a useful and authoritative source of information. While better and
faster search engines begin to address this difficulty, we believe the promise of the Internet will only
be fulfilled through the emergence of branded destinations that are authoritative and trusted sources
of relevant information, products and services.
The Internet as a New Business Medium
The Internet provides an efficient means for advertisers to build valuable customer relationships
through targeted advertising and promotion campaigns as well as for merchants to sell their products
and services directly to customers.
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BUSINESS
The increase in transmission bandwidth through higher speed Internet connections and wider adoption
of advanced content delivery technologies for the Internet and other multimedia enabling technologies
will increase the functionality of advertising and will make the Internet an even more attractive
advertising medium. Technological developments may result in a greater ability to provide information
and analysis about the effectiveness of Internet advertising. The demographic profiles of users and
the ability of advertisers to frequently modify and more closely tailor their messages should result in
more targeted, higher impact advertising opportunities and greater integration of web-based advertising
into the range of marketing channels available to advertisers.
Internet transactions are expected to increase as online transaction processing technology improves,
consumers become more accustomed to purchasing online and fulfilment systems become more
reliable.
Asia Internet Growth Opportunities
In Asia where the economies are largely export dependent and investment has priority over
consumption, businesses accelerate their e-business initiatives at an even faster rate. Consequently,
e-business is taking off rapidly in Asia. Further the Internet is also becoming widely accepted as a
platform for buyers and sellers of goods and services to interact and complete transactions.
The recent economic downturn in the Asia-Pacific region has not significantly slowed the rate of
Internet penetration in the Asia-Pacific markets, as consumers and corporate customers have
discovered that Internet applications, such as e-mail and website advertising, represent lower cost
substitutes for comparable non-Internet products and services. On the contrary, the recent volatility
in the Asia-Pacific financial markets has increased the demand for reliable, around-the-clock news
and information on local, regional and global events, which is often readily available through the
Internet.
We believe that the Asian region should register substantial growth in Internet usage for a number of
reasons:
(i) rising income level;
(ii) pent-up demand for appropriately priced communications;
(iii) greater local content focusing on cultural demands;
(iv) growing number and value of other Internet applications;
(v) falling personal computer prices;
(vi) modernisation and expansion of the telecommunication infrastructures;
(vii) supportive government policies; and
(viii) proliferation of other access devices and technologies such as televisions, mobile phones and
personal digital assistants.
IDC, in its biannual update of Internet user forecasts and the revenue generated online for 13 Asia-
Pacific countries in 1999, predicted that the compound annual growth rate of Internet users from
Asia-Pacific (excluding Japan) for 1997-2003 would be 56%. IDC forecasts a boom in Asia-Pacific’s
user population with an increase in the number of Internet users reaching approximately 95.2 million
by end 2004, which is expected to generate online revenue of approximately US$87.5 billion.
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BUSINESS
The Singapore Information Technology Initiative
In September 1998, the Singapore Government launched an E-Commerce Masterplan, with the aim
of bringing e-commerce to mainstream businesses and to the public, as well as to attract international
e-commerce activities to Singapore.
The five main thrusts of the E-Commerce Masterplan are:
(i) to develop an internationally linked e-commerce infrastructure;
(ii) to jump-start Singapore as an e-commerce hub;
(iii) to encourage businesses to use e-commerce strategically;
(iv) to promote usage of e-commerce by the public and businesses; and
(v) to harmonise cross-border e-commerce laws and policies.
In addition, in June 1999, the Singapore Government further announced its intention to formulate the
Infocomm 21 Masterplan, with the aim of developing Singapore into a dynamic and vibrant infocomm
capital with a thriving and prosperous Internet economy by 2010.
The IDA is the lead agency in charge of the National E-Commerce Strategies and Programmes. It
has committed $25 million towards the “Dot-comming the People Sector” movement in the next three
years. It will initiate and expand programmes to improve the affordability and accessibility of infocomm
to the 30,000 low-income (with combined monthly incomes not exceeding $2,000) households in
Singapore. It will also work with the industry and community groups to develop locally relevant
content in other Asian languages to bridge the language barrier and generate interest in infocomm
among all Singaporeans. Finally, IDA intends to bring the late adopters of technology on board the
infocomm revolution as well as to motivate the early adopters to move on to embrace an e-lifestyle.
A key initiative that IDA has put in place is the Singapore ONE (One Network for Everyone) network.
Singapore ONE is a nation-wide broadband network which connects every home, office and school
in Singapore and allows businesses to deliver interactive, multimedia applications and services to
everyone in Singapore.
STRATEGY
Our objective is to be a dynamic, multifaceted news, information, lifestyle and e-commerce site. We
want to reach English and Chinese speaking Internet users around the world with our focus on
Asian products and services, and businesses and consumers looking for total solutions in Asia. We
aim to be the premier Asian gateway/portal. Our strategy to achieve this objective includes the
following:-
(i) expand our user base by
(a) building our brand names;
(b) increasing advertising and promotion; and
(c) enhancing transactional services;
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BUSINESS
(ii) deepen users’ online experience at our websites by
(a) increasing content provided at our websites;
(b) enhancing our e-commerce platform;
(c) broadening our community offerings; and
(d) making strategic alliances and investments;
(iii) diversify revenue streams;
(iv) increase value of our advertising revenue stream by increasing our pageviews, expanding our
user base and deepening users’ online experience at our websites; and
(v) build up databases for personalisation and e-mail based targeted marketing.
BUSINESS MODEL
We presently host SPH’s electronic newspapers, namely, The Straits Times Interactive, Business
Times Online, Zaobao Online, The Electric New Paper, CyBerita and Tamil Murasu Online, on our
websites. Currently we provide our users with free access to these online newspapers. Our Directors
believe that the provision of such online newspapers attracts pageviews and creates eyeball stickiness
to our websites, which in turn contribute to our revenue streams when these users utilise our AsiaOne
services set out below, and make our websites more atrractive to our advertisers.
Our business model is based on the following revenue streams:-
(i) Content and Other Services
(a) Subscriptions
Users can subscribe for our Newslink service or information from our database.
(aa) Newslink is an archival news information service we provide to our users for a fixed
annual subscription fee and a fee based on the frequency of usage. Newslink currently
provides our subscribers with access to publications including:-
♦ Lianhe Zaobao
♦ The Straits Times
♦ The Business Times
♦ The New Paper
♦ Berita Harian
♦ Singapore Business
♦ Jakarta Post
(bb) Users can access information from our databases of information, such as the
information filed with the Registrar of Companies and Businesses, at a fee based on
usage.
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BUSINESS
We recognise annual subscription fees over the period of subscription and usage-based
fee upon completion of usage.
(b) Archive Database
We generate revenue by providing electronic access to the text archives of SPH newspapers
to the business market through co-sellers such Lexis/Nexis, Reuters, Dow Jones Information
Services, Bloomberg and Bridge. We have a sharing formula for revenue derived from this
service.
We recognise revenue from archive database monthly based on the usage for the relevant
month.
(c) E-Commerce/Auction
We generate revenue from our e-commerce and auction platforms as follows:-
(aa) insofar as e-commerce is concerned, we charge merchants who set up stores at our
online mall a set up fee and thereafter a monthly fee for “renting” our space. Upon
the successful completion of each transaction done through our online mall, we earn
a transaction fee based on a percentage of the transaction value. We also provide
value added services, such as web advertising and direct mailing service, to our
online merchants at a fee; and
(bb) at our auction site, we currently do not charge the sellers any fee for listing their
items at our site, but instead we plan to charge the sellers a transaction fee upon
the successful completion of an auction based on a percentage of the final auction
value.
We recognise set up fee upon the completion of the setting up of stores at our online mall,
rental fee on a monthly basis and transaction fee upon the completion of the relevant
transaction.
(ii) Advertising Services and Classifieds
(a) Advertising Services
This is a significant part of our total revenue. We generate this revenue by selling
advertisements to other businesses that wish to advertise on our websites. The aggregation
of quality and rich content and the provision of advanced, personalised and more interactive
features and services within the portal enhance receptions and increase pageviews.
We currently derive advertising revenue through the following means:-
(aa) traditional advertising banners whereby advertisers are charged either a flat fee for
an advertisement placement over a prescribed period of time or a fee based on the
number of pageviews or impressions that the websites receive;
(bb) referrals where advertisers are charged a fee only upon the successful completion
of a sale based on a percentage of the transaction value; and
(cc) sponsorships arising principally from contracts in which we commit to provide sponsors
enhanced promotional opportunities beyond traditional banner advertising. The pricing
of sponsorship revenue is based on the placement on a particular prominent location
of a website for a specified contract period.
56

We also plan to generate advertising revenue by end 2000 via:-
(aa) placements of job advertisements where recruiting agencies and employers are
charged a fee either based on placements over a prescribed period of time, or the
number of pageviews or impressions that the websites receive, or otherwise; and
(bb) e-mail based targeted marketing whereby advertisers pay us to deliver their messages
to customers through e-mails. We protect the privacy of our users and do not provide
their e-mail addresses to advertisers.
Advertising rates vary depending primarily on the type of advertising, the length of the
advertiser’s commitment, the location of the advertisement, and the use of targeting to an
advertiser-defined subset of our users. We recognise advertising revenue as earned,
generally over the contract period, and defer recognition of advertising revenue if significant
obligations remain outstanding after the contract period.
(b) Classifieds
AsiaOne is currently the only party having the online distribution rights for the classified
listings of The Straits Times. We leverage on the classified advertising sales team and the
extensive classified advertising agency relationships the SPH Group has to attract online
advertisers. Currently, print advertisers who place ‘run-on’ print advertisements in The Straits
Times get a similar online listing free-of-charge.
We are currently working with SPH on the possibility of offering value-added services,
such as the inclusion of coloured pictorials and graphics, and online and offline packages,
to print advertisers so that more information can be added online.
(iii) Audiotex Services
BUSINESS
We generate revenue from audiotex services as well. We render the following audiotex services:-
(a) 1-900 Infoline service where callers pay a fee based on per minute usage. Infoline is an
audio service product with pre-recorded information which is newsworthy. Through a
programmed 24-hour call handling mechanism, callers can dial a designated hotline and
listen to a menu of interesting information. Such information range from business financial
updates to horoscope readings and jokes; and
(b) 1-800 BizFone service where we do not charge callers who dial in but for which we charge
the parties who engage us to provide such a service. BizFone is an automatic and interactive
voice response service especially customized to meet unique requirements of our business
partners. Through a programmed 24-hour call handling mechanism, callers can dial a
designated hotline, respond to a menu of options via the key pads of the phone and
participate in contest promotions, tele-ordering, recruitment, consumer poll, survey etc.
Services like transcription of calls, collation of information can also be provided at minimal
cost, to add value to the advertising campaigns of our corporate partners.
We recognise revenue from 1-900 Infoline services upon completion of service usage and
1-800 BizFone service upon the fulfilment of the service.
57

Currently we do not engage in any barter trades. However, we may derive barter revenues in the
future. Barter revenue arises from an exchange by us of online advertising space on our websites
for reciprocal advertising space or traffic on other websites, or for goods or services.
Our main businesses are historically non-seasonal. However, as discussed in the “Risk Factors”
section of this Prospectus, our e-commerce business (though was historically non-seasonal) may in
the future be affected by the June and year-end vacation and festive periods.
CORE BUSINESS
BUSINESS
Our Group currently operates as an Internet portal under the domain names of “www.asiaone.com”
and “www.zaobao.com”, which are based on the fundamental concepts of content, community and
commerce. Through our parent company, SPH, and cooperation with other content providers, we
offer a broad range of content, a directory of websites, e-commerce and auction capabilities, and
value-added personal services such as free e-mail accounts and homepage builder. Backed by SPH’s
155 years of publishing experience and extensive content and other resources, our team of more
than 120 content producers, product managers, web engineers, designers, and marketing and sales
specialists are rapidly extending the range of products and services available at our websites.
AsiaOne.com, targeted at the English speaking audience, offers a broad variety of online products in
English as well as a navigational guide to information and resources on the Internet.
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BUSINESS
59

As at 30 April 2000, there were approximately 60,000 registered users of AsiaOne.com, approximately
15,000 registered users of Zaobao.com and approximately 100,000 registered users of BT Stocks.
The following table presents the pageviews for each of AsiaOne’s websites for the periods indicated.
One pageview is recorded each time a single page on a website is viewed. The number of pageviews
for the AsiaOne websites is, to some extent, dependent on special news events, promotions and
stock market activity.
60
First Quarter 2000
(monthly average) April 2000
‘000 ‘000
All AsiaOne websites 51,630 58,358
Zaobao.com 27,004 34,881
AsiaOne.com Services 4,618 5,652
AsiaOne Business Centre 8,604 5,913
The Straits Times Interactive 5,889 6,527
Business Times Online 2,977 2,682
The Electric New Paper 2,538 2,703
Based on our internal records, we believe the geographical profile of AsiaOne.com users as at April
2000 (based on 58 million pageviews) to be as follows:-
United States
11%
Australia/New
Zealand
3%
Malaysia
3%
China
36%
BUSINESS
Others
7%
Singapore
40%
Zaobao.com is a major Chinese language portal that packages the news content of Lianhe Zaobao
and overseas Chinese newspapers with a host of web features and services aimed at Chinese
speaking audiences around the world.
Currently, Zaobao.com is ranked by www.cwrank.com as one of the top Chinese news website in the
world. www.cwrank.com, owned by Canada’s Mandarin Media Inc, is a leading organisation that
ranks Chinese websites worldwide.

BUSINESS
61

Based on our internal records, we believe the geographical profile of Zaobao.com users as at April
2000 (based on 35 million pageviews) to be as follows:-
Content Services
United States
13%
Singapore
17%
Others
10%
BUSINESS
With the support of SPH’s 155 years of publishing experience and extensive content and other
resources, our portal is rich in content. The contents provided in AsiaOne.com and Zaobao.com are
generally organised by channels. Channels are standard features which provide users with an efficient
and easy way to explore and utilise the content on the Internet through a series of guides and
directories. Our topic-based channels provide themed areas of interest so that users can browse
through collections of related information.
Channels currently available on AsiaOne.com and Zaobao.com include the following:-
(i) News
We provide up to date information, breaking news reports filed by SPH reporters and culled
from a range of sources throughout the day in four different languages – English, Chinese,
Malay and Tamil – at no charge. Users can gain access to online editions of six of SPH’s
newspapers – The Straits Times Interactive, Zaobao Online, Business Times Online, The Electric
New Paper, CyBerita and Tamil Murasu Online.
(ii) Finance
We provide real-time Singapore stock prices and market updates of major stock exchanges in
Asia. AsiaOne’s “My Stocks” service allows investors to easily track the prices of their personal
portfolio of Singapore stocks while the “StockTalk” bulletin board facilitates a busy virtual exchange
of views and advice between investors.
(iii) Information Technology
We provide information technology news, reviews, information and advice.
62
China
60%

(iv) Careers
BUSINESS
Job seekers can post their resumes and employers can advertise vacancies. We offer a range
of services, such as career advice by experienced professionals to help job seekers find the
right job and tools to help employers hire the right person.
(v) Weather
We provide the latest weather reports and forecasts for Singapore and selected cities in the
world.
(vi) Travel
We provide the schedule of flights into and out of Singapore Changi International Airport.
In addition, AsiaOne.com provides a channel on food which includes a guide to Singapore restaurants,
restaurant reviews, wine columns, recipes and other food and entertainment-related content.
E-Commerce
E-commerce refers to commercial transactions based on the electronic transmission of data over
communications network. These commercial transactions may take place on the basis of B2B or
B2C.
We set up our e-commerce infrastructure and launched our online shopping mall called
Shop@AsiaOne in late 1997. Shop@AsiaOne hosts a variety of Internet retailers, and serves as
platform for online purchases. Online purchasers can select products from a range of online retailers
who host their site on Shop@AsiaOne. Currently there are approximately 180 online stores at
Shop@AsiaOne. To the best of our knowledge and belief, Shop@AsiaOne is one of the largest
online shopping mall in Singapore. Our present focus is primarily on B2C e-commerce but we expect
to expand into selected B2B e-commerce space in the future.
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BUSINESS
The categories of products and services available at Shop@AsiaOne are as set out in the following
web page:-
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BUSINESS
As an illustration, users at the Research & Communication site will find stores selling data online.
These include:-
(i) REALink. Full details of all private property transactions in Singapore since 1994. This is the
web version of the Singapore Institute of Surveyors and Valuer Services’ subscription service.
(ii) Newslink. This is Singapore’s first and only electronic newspaper and magazine archive containing
seven years’ work of news, business information and materials on Singapore and Asia. Such
information can be used for purposes such as investment research, socio-economic and political
studies, market report and analysis.
(iii) DataShop. This is a one-stop centre for official statistics on Singapore. DataShop is the electronic
store of the Department of Statistics. Users can easily and instantly buy and download a wide
range of data and in-depth analyses of Singapore’s social, demographic, economic and business
conditions.
(iv) Bankruptcy/Insolvency Data. This is an Internet Insolvency Search Service provided by the
Ministry of Law. Users can search for bankruptcy and company liquidation information quickly
and easily.
(v) E-Reports. Investment research reports are available at affordable prices. Research contributors
include global brokerage firms, investment banks, analysts, economists and consultants.
We generate revenue by charging rental to online retailers for hosting their site on Shop@AsiaOne
and earning certain percentage commission for sales transacted through Shop@AsiaOne. Sales of
hard and soft goods are transacted via a secured credit card transaction system through which
online shoppers are able to pay for their purchases with their Visa or Mastercard credit cards.
Our e-commerce website is at present primarily powered by the Open Market’s Transact (OM-TX)
software. This software allows our customers to purchase various products over the Internet. In
addition, it also provides other functions which allows us to, among others:-
(i) manage our orders;
(ii) offer online customer service;
(iii) provide our customers with flexible means of purchase and payment; and
(iv) ensure there is adequate security in the processing of our customer’s transactions.
We host our e-commerce platform ourselves within our office premises. Currently, the respective
merchants on our online mall deliver the goods purchased directly to our online shoppers.
As discussed in the “Business – Expansion Plans – E-Commerce” section of this Prospectus, we are
improving our e-commerce platform by investing in a new software, known as the IBM WebSphere
Commerce Suite, to enhance existing capabilities and add new functionalities to the platform by July
2000. In conjunction with this investment, we will be working with IBM as a channel partner to
promote e-commerce. In addition, we are developing new payment gateways to facilitate easy payment
for goods and services bought at our e-commerce site. We are also discussing with major fulfilment
houses to undertake the delivery of goods purchased to provide greater convenience to our customers
and merchants.
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Auctions
BUSINESS
The Internet’s ability to provide buyers and sellers a low cost way to meet and exchange information
has made it an ideal medium for hosting auctions. Internet auctions provide consumers and businesses
an easy, cost effective way of listing items for auctions and completing transactions. There are broadly
four types of Internet auctions, namely C2C, C2B, B2C and B2B.
Internet auction is a win-win business model which benefits (i) the websites hosting the auctions, (ii)
buyers and (iii) sellers. The key benefits to the websites hosting the auctions include the following:-
(i) no need to own any inventory, no inventory losses or excesses;
(ii) minimal need to provide original content;
(iii) no need to set up, run or own warehouses; and
(iv) minimal handling charges.
Buyers benefit from Internet auctions in ways such as the following:-
(i) wide selection of goods;
(ii) ability to buy goods at prices they find reasonable;
(iii) 24 hours a day, 7 days a week market access;
(iv) convenience of accessing marketplace from a computer; and
(v) almost automatic real time responses to market trends.
The key advantages of Internet auctions to sellers include the following:-
(i) an additional distribution channel reaching a large market and audience which sellers would
not have been able to reach before;
(ii) efficient market for scarce goods and collectibles as well as excess inventory and supplies;
(iii) minimal selling cost;
(iv) ease of adding new merchandise categories; and
(v) convenience of accessing marketplace from a computer.
We have added the Auction AsiaOne site to the AsiaOne stable of products. Auction AsiaOne provides
consumers and businesses a central location to buy and sell products and services as well as to
meet other users with similar interests. Auction AsiaOne provides the tools that facilitate auctions,
acts as a referee between buyers and sellers, is a gatekeeper that sets and enforces rules of
conduct and generally encourages a fair marketplace.
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BUSINESS
Auction AsiaOne provides for easy registration and listing of products. Consumers and businesses
can use Auction AsiaOne to buy and sell items in the categories set out in the following web page:-
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BUSINESS
Designed for both consumers and businesses, Auction AsiaOne has a “bidding agent” feature that
helps users save their money by submitting bids on their behalf in pre-set price increments. Each
member taking part in an auction is represented by an individual agent, which is a Java-based
object, deployed at the start of an auction either by a seller or a buyer placing a bid. The “bidding
agent” helps each prospective buyer bid more effectively by keeping each member’s maximum bid
secret and bids on each member’s behalf by increasing his bid by small increments to outbid other
bidders until his maximum is reached. The agent will monitor the prospective buyer’s auctions 24
hours a day without him having to monitor it personally to ensure that the member will not be outbid
at the last minute. All the bidder has to do is to stipulate a maximum amount that he is willing to pay
and the agent will help ensure that the bidder gets his product at the lowest price possible.
As an illustration of the mechanics of this “bidding agent”, suppose there is a Palm Pilot – Palm V
available for sale at a minimum bid price of $400 and there is an existing bid from Mr Z at $410. Mr
A may be willing to pay $500 for the Palm V and he puts in the bid at $500. Instead of putting
through Mr A’s bid of $500 at the outset, the “bidding agent” will put in Mr A’s bid at $420, $10
higher than Mr Z’s bid. If Mr Z raises his bid to $430, the “bidding agent” will automatically put in a
bid for Mr A at $440, $10 higher than Mr Z’s revised bid. If Mr Z is no longer interested in bidding
further, Mr A will get to buy the Palm V at $440, instead of $500 and thus saving Mr A $60. However,
if there are other competing bids, the “bidding agent” will continue to put in bids for Mr A up to $500.
Should the other competing bids be higher than $500, the “bidding agent” will stop bidding for Mr A.
Outbidded buyers are informed via e-mail and they are allowed to put in a new higher bid.
Auction AsiaOne also gives users instant access to the hit list of the most expensive and most
sought after items, as well as the top sellers and top bidders.
Auction AsiaOne was launched on 25 January 2000 with the Club Rainbow Charity Auction. This
charity auction, jointly brought together by M1 and Nokia, saw bids for the latest model 8850 Nokia
mobile phones rising above $2,000, approximately 60% above the prevailing market price. We donated
the proceeds from this charity auction to Club Rainbow, a charitable home for children with terminal
illness. Thereafter, we had an innovative Valentine’s Day auction whereby 300 bouquets of Dutch
tulips were auctioned off at a record-breaking 6,000 bids within three days. Other promotions included
the “Rare Wines Around the World” auctions which saw bids for the exclusive Chateau Latour ’82
rise over $800 per bottle and the “Indulge in one week of luxurious Haagen-Dazs” promotion which
attracted frantic bidding from approximately 3,000 ice-cream lovers.
Through the various promotions, we have garnered an active membership base of more than 15,000
at Auction AsiaOne. There have been approximately 3,500 successful bids at Auction AsiaOne since
25 January 2000, when the site started operating. The site now handles an average of 10,000 bids
each week. To cater to the rapidly increasing customer demand, we plan to increase the number of
listed items from approximately 4,000 currently to 12,000 by end 2000. Auction AsiaOne currently
focuses on B2C auctions and C2C auctions.
A Chinese auction site will also be launched on Zaobao.com in the last quarter of 2000.
Online Services and Products
We provide a variety of online features to users in order to further enhance the users’ online experience
with our portal. We believe that the variety of online features is important in attracting users to return
to the portal.
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Online features currently available on AsiaOne.com and Zaobao.com include the following:-
(i) Free E-Mail
We offer our users a free personalised web-based e-mail service in both English and Chinese
which comes with 10-megabyte disk space for each user. Once the users have registered for
an account at either AsiaOne.com or Zaobao.com, they will have an account with the same
user name and password at the other portal. Users will be able to access not just their
AsiaOne.com and Zaobao.com mailboxes but all their other e-mail accounts too. The e-mail
accounts can be accessed using an interface from any computer with an Internet connection.
Our users do not need to change their e-mail addresses when they change Internet service
providers. The same e-mail address can be used indefinitely from any location or mode of
access.
(ii) Homepage Builder
Users are able to create personalised homepages free of charge through our homepage building
service. Personalised homepages allow users to post materials for public access on a variety of
subjects. This service creates additional content for and increases traffic on our portal.
(iii) Polling
We provide opinion sharing on the hottest topics through online voting.
(iv) Search Capabilities
We offer users the ability to conduct searches of AsiaOne.com and of the Internet using search
engines.
(v) Horoscope
We provide users with daily horoscopes with astrological readings and predictions.
In addition, AsiaOne.com offers users enhanced e-mail service. For a small annual fee, users get all
the features of the free e-mail service as well as extra features such as POP mail, which allows
users to access their mail by all kinds of mail programs and not just through web browsers.
Advertising and Classifieds
We generate revenue from hosting advertisements on, and soliciting sponsorship for, our portal.
Based on the breadth of our online contents, we are able to package personalised advertising solutions
for advertisers and advertising agencies. Sales of our advertising space are placed through our 15
strong sales force, with the additional support from SPH’s marketing team. We work closely with
advertisers to enhance the effectiveness of campaigns by customising advertisement delivery either
within a particular content channel or across the entire portal.
Advertisements are displayed on AsiaOne.com and Zaobao.com in the following forms:-
(i) Banner Ads
Banner-shaped advertisements that usually appear across the top of our webpages. Clicking
on these advertisements takes the surfer to the advertisers’ website.
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Small advertisements that usually appear along the sides of our webpages.
(iii) Sponsorships
Advertisers sponsor certain sections or features of our websites, such as “Breaking News” or
Information Technology-related news sections.
(iv) Pop-up Ads
These are advertisements that pop up when a surfer is waiting for pages to download.
(v) Ticker Ads
Designed to look like a ticker tape, these advertisements usually comprise text moving across
a narrow banner.
Previously, we charged advertisers for advertisements placed on a particular page for a particular
fixed time duration. We have since shifted to a “run of site” model where advertisers are charged
based on CPM. For example, suppose the price for the “run of AsiaOne homepage” is $40 per
thousand impressions. It will cost the advertiser $40,000 if the page is viewed one million times. Our
advertising prices range from $25 to $50 per thousand impressions generated, depending on a
variety of factors, including the duration of the advertising contract and the number of impressions
purchased, and are negotiated on a case-by-case basis. The “run of site” model also increases the
advertising inventory as all web pages can be served with banner ads.
Other sources of advertising revenue we intend to generate are fees for placements of job
advertisements where recruiting agencies and employers are charged a fee either based on
placements over a prescribed period of time, or the number of pageviews or impressions that the
websites receive, or otherwise, and referral fees where advertisers are charged a fee only upon the
successful completion of a sale based on a percentage of the transaction value.
CATS is available online on our AsiaOne.com website. The Straits Times publishes approximately
7,300 classified listings a day, of which approximately 6,300 are run-on ads. Our online CATS service
gives users the added convenience of searching the advertisements quickly by keyword. The CATS
database is updated online daily at 9.00 a.m.. Advertisers will soon be able to book, customise and
pay for their advertisements online.
We are able to leverage on the existing CATS system in place. Currently, print advertisers who place
run-on print advertisements in the Straits Times get a similar online listing free-of-charge. We are
currently working with SPH on the possibility of offering value-added services, such as the inclusion
of coloured pictorials and graphics, and online and offline packages, to print advertisers so that more
information can be added online.
Audiotex Services
We render the following audiotex services:-
(i) 1-900 Infoline service where callers pay a fee based on per minute usage. Infoline is an audio
service product with pre-recorded information which is newsworthy. Through a programmed
24-hour call handling mechanism, callers can dial a designated hotline and listen to a menu of
interesting information. Such information range from business financial updates to horoscope
readings and jokes; and
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(ii) 1-800 BizFone service where we do not charge callers who dial in but for which we charge the
parties who engage us to provide such a service. BizFone is an automatic and interactive voice
response service especially customized to meet unique requirements of our business partners.
Through a programmed 24-hour call handling mechanism, callers can dial a designated hotline,
respond to a menu of options via the key pads of the phone and participate in contest promotions,
tele-ordering, recruitment, consumer poll, survey etc. Services like transcription of calls, collation
of information can also be provided at minimal cost, to add value to the advertising campaigns
of our corporate partners.
JOINT VENTURES, STRATEGIC ALLIANCES AND INVESTMENTS
In the bid to build comprehensive websites which offer a myriad of portal services to our users, as
well as to build our market presence, we have and will continue to pursue strategic relationships
with prominent, internationally renowned, and well established businesses which offer content,
technology, distribution capabilities as well as marketing, e-commerce, and cross-promotional
opportunities. We capitalise on such strategic relationships to expand our presence geographically
throughout Asia and to build our brand names internationally.
Joint Venture – AsiaOne Reckon
We entered into a 50-50 joint venture with Reckon Online Holdings Pty Ltd (“Reckon”) on 29 February
2000. The joint venture is conditional upon Reckon assigning its rights to the “Quicken” name, logo,
marks, products and services (“Quicken Rights”) to the joint venture company, subject to the consent
of Intuit Inc., the owner of the Quicken Rights. As at the date of this Prospectus, the negotiations
with Intuit, Inc. are still in progress.
Reckon, the licensee of the Quicken name, logo, marks, products and services in Asia-Pacific, is a
leading e-finance services provider for personal and small-to-medium business users. The joint venture
company plans to develop and set up an online financial portal business in Singapore.
Joint Venture – FantasticOne
We hold a 40% stake in a joint venture company, FantasticOne, pursuant to a joint venture agreement
we entered into with The Fantastic Corporation (“Fantastic”) on 22 March 2000. Publicly listed on the
Frankfurt Stock Exchange, Fantastic is a global provider of end-to-end broadband multimedia solutions.
Its headquarters is based in Zug, Switzerland, and it also has regional headquarters in New York
and Singapore and offices in nine other key markets. Fantastic’s solutions enhance the sensory
experience by merging the quality, emotion and reach of television with the interactivity of the Internet.
Fantastic’s global partners include Lucent, NTT Communicationware Corporation, Inktomi, Deutsche
Telekom, Loral Space and Communications, British Telecom, Reuters, MTV Europe, and Telecom
Italia.
FantasticOne has an issued share capital of $9 million as at the date of this Prospectus. We will use
our experience in media gathering, distribution and marketing, development of Internet and regional
content, to establish the profile of FantasticOne regionally. Fantastic will support the joint venture
with its broadband multimedia software technology and solutions, branded channels and operational
broadband services.
FantasticOne will focus on mass market content and offer one-stop solutions to media producers of
branded broadband content and to media distributors operating data broadcast networks enabled by
Fantastic. FantasticOne will bring broadband solutions and services closer to the Asia-Pacific markets,
allowing the creation of local content that caters to the markets’ uniqueness, cultures, tastes and
languages for mass consumption.
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While the Internet has stimulated the development of digital content and a coherent set of open
standards for the creation of multimedia, data broadcasting further allows broadcasting and the Internet
to converge into a single seamless digital medium. Compelling content and applications including
text, pictures, graphics, audio and video can therefore be broadcast at very high speeds to Internet
Protocol devices such as personal computers, television sets and mobile devices. FantasticOne aims
to capitalise on the opportunities generated by this transition.
Strategic Investment – Asianbourses.com
On 2 March 2000, we invested $6.38 million in Asianbourses.com, representing a 20% stake.
Asianbourses.com, incorporated in Singapore on 25 January 1995, is a financial information
infrastructure company. Asianbourses.com intends to undertake the following:-
(i) develop high granularity databases on financial markets;
(ii) develop data-warehousing and data-mining tools using supercomputers to produce advanced,
high intensity real-time and comprehensive investment analysis content;
(iii) create original analytical investment content;
(iv) deploy content over a Unified Messaging System;
(v) distribute products and content for financial institutions using information dissemination technology;
and
(vi) operate a virtual funds “exchange” subject to regulatory approval.
Asianbourses.com’s business complements our core business and fits into our vertical integration
strategy.
Asianbourses.com is currently working with The Business Times and AsiaOne to develop a new
website to be called AsiaOne Markets. AsiaOne Markets will have stock information on key Asian
exchanges, as well as historical data and tools for technical analysis and other relevant facts and
figures. AsiaOne Markets will replace BT Stocks when launched.
Asianbourses.com is also working with Zaobao.com to provide stock analyses and financial news for
investors on stocks listed on the Shanghai Stock Exchange and Shenzhen Stock Exchange.
Strategic Alliance – Healthanswers.com.sg
On 12 April 2000, we entered into an agreement with HealthAnswers (Singapore) Pte Ltd (“HAS”) to
jointly create a co-branded health and medical website (the “Co-branded website”). Under this
agreement, which is for a period of five years, we shall provide a gateway on AsiaOne.com to the
Co-branded website.
The Co-branded website will provide answers to the health concerns of our users. It will also provide
content relating to health issues including but not limited to diseases and conditions, healthy body,
healthy lifestyle, news, resources, and questions and answers. Contents on the Co-branded website
will be updated regularly.
We have agreed with HAS to share the advertising revenue generated from the Co-branded website
based on a sharing formula.
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HAS is part of HealthAnswers Asia Pte Ltd (“HAA”), the Asian arm of HealthAnswers International,
which is owned by HealthAnswers Inc. HealthAnswers.com.sg belongs to the HealthAnswers.com
family of online resources which offers consumers and healthcare professionals timely, credible and
diverse health information. HAA provides a wide range of services in the “e-health” industry, covering
the areas of health info-communications, professional solutions and health management.
Strategic Alliance – IBM
We signed a non-binding Memorandum of Understanding with IBM Singapore Pte Ltd on 21 March
2000 to create a strategic alliance in the areas of implementation/deployment of hosted services for
e-commerce. The alliance proposes to provide one-stop e-business solutions and offerings to
customers by complementing each party’s products and services. The alliance aims to enhance
customer satisfaction by providing total solutions utilising both parties’ core competencies and services.
It plans to engage in joint marketing activities to increase e-business awareness and adoption in the
B2B market, particularly with small and medium businesses.
CUSTOMERS AND SUPPLIERS
Customers
Our customers are the registered users at AsiaOne.com and Zaobao.com, the advertisers who
advertise on our websites, the merchants who set up stores at our online shopping mall, the sellers
at our Auction AsiaOne website and purchasers of our online products and services.
There are no major customers among our registered users, as they are primarily individuals, or
sellers at our auction website, as they are largely individuals and small businesses. The following
purchasers of our online products and services accounted for 5% or more of our revenue in the last
three financial years:-
Customers
Type of Products/
Services FY1997 FY1998 FY1999
Reuters Limited Access to our database of
SPH’s online newspapers 7.1% 9.6% 9.6%
Financial Times Access to our database of
Electronics Publishing SPH’s online newspapers — — 5.2%
Reuters Limited is an international provider of information and news products including real-time
financial data, collective investment data, numerical, textual, historical, and global databases, as well
as news, graphics, video and pictures.
Financial Times Electronics Publishing is part of the information division of Pearson plc, an international
media group. It provides specialist financial and business information to the asset management,
investment research and general business information markets around the world.
None of our advertisers or online merchants accounted for 5% or more of our revenue in the last
three financial years.
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Suppliers
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The suppliers who accounted for 5% or more of our total purchases and the percentage contribution
of such supplier towards our total purchases for each of the past three years are as follows:-
Suppliers Type of Purchase FY1997 FY1998 FY1999
Open Market, Inc Order management system
to support our e-commerce
platform — 13.6% 10.6%
Oracle Systems SEA (S) IT solutions 9.0% — —
Pte Ltd
Tien Wah Press Pte Ltd Printing services — 5.6% —
Open Market, Inc provides a complete, open and integrated set of e-business applications for managing
online content, commerce and customer relationships for businesses worldwide built on open industrystandard
platforms. We bought the Transact, Open Market’s order management system, for our ecommerce
business. The Transact provides complete order management, online customer service,
security, authentication, record-keeping, flexible purchasing and payment models and secured
transaction processing.
Oracle Systems SEA (S) Pte Ltd is part of Oracle Corp, one of the world’s leading supplier of
software for information management. Oracle provided secured database solutions and professional
services for software solutions and support to us.
Tien Wah Press Pte Ltd printed the publication, “Singapore Career Guide”, for the past three years.
We are dependent on our parent company, SPH, the publisher for all the national newspapers in
Singapore, for news content. Prior to 1 March 2000, SPH did not charge us for the news content and
neither did we charge SPH for hosting its online newspapers. However, with effect from 1 March
2000, SPH charges us royalty and licensing fees for its English, Malay and Tamil news content while
we charge SPH a hosting fee for hosting its online English, Malay and Tamil newspapers on our
websites. Our wholly-owned subsidiary Zaobao.com, has a similar arrangement with SPH in respect
of its Chinese content with effect from 1 May 2000. The nature of our dealings with SPH is described
in greater detail in the “Interested Party Transactions” section of this Prospectus. The royalty and
licensing fees payable to SPH may become a significant purchase cost to us in the future.
COMPETITION
The Internet market is evolving very rapidly and barriers to entry are low, enabling newcomers to
launch new sites and products at relatively fast speeds using low cost commercially available software.
Competition among Internet sites is very keen and the intensity is expected to increase significantly
in the future. We expect our competitors to continuously improve the performance of their current
products and services or to bring onto the market new products, services and technologies.
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Some of our competitors have greater name recognition, longer operating histories, larger customer
bases and significantly greater financial, technical, marketing, public relations, sales, distribution and
other critical resources. In addition, some of our current and potential competitors are among the
largest and most well capitalised software companies in the world. Our existing competitors in the
various market segments include the following:-
(i) General Portals
AsiaOne.com’s competitors include portals such as AltaVista Asia, AsiaContent.com, Lycos Asia,
Pacfusion.com and Yahoo!Asia.
Zaobao.com competes with portals such as sina.com, sohu.com, Yahoo!China and netease.com.
(ii) News Portals
We compete with news content providers and portals in the region such as channelnewsasia.com,
eastciti.com, scmp.com, Yahoo!Asia, Bloomberg and Reuters.
(iii) E-commerce
We compete with commerce service providers such as ishop@singnet, eastciti.com’s shopping
mall and Pacfusion.com’s eShopping.
(iv) Auction
Our competitors in this market segment include interauct.com, surfing bananas and netease.com.
Our success will depend on our ability to build the quality network that will attract and retain a large
and loyal user base, and to offer to advertisers and e-commerce merchants access to such users.
We believe the primary factors that attract users are quality, reliability, brand recognition and the
depth, breadth and presentation of content, whilst the primary factors that attract advertisers and ecommerce
merchants are high volume of traffic, user demographics, the ability to deliver interactive
and focused advertising and cost effectiveness. To remain competitive, we will capitalise on our
competitive strengths, and will continue to commit significant resources to sales, marketing and
customer support and product development and to consistently source for new content and technology.
COMPETITIVE STRENGTHS
We believe our competitive strengths to be the following:-
(i) Strong Parentage
Our parent company, SPH, is a leading publishing and media group in Southeast Asia with 155
years of publishing experience. SPH currently publishes fourteen newspapers and six magazines
in four languages – English, Chinese, Malay and Tamil. It is one of Asia’s largest and most
profitable media companies. SPH is listed on the Main Board of SGX-ST. SPH is a component
stock in the Straits Times Index as well as the Morgan Stanley Capital International Singapore
Free Index.
SPH has injected $50 million equity monies into our Company to date. SPH, which owns
approximately 87.1% of our Company’s post-Invitation issued and paid-up share capital (assuming
that the Over-Allotment Option is not exercised), has given an undertaking not to dispose of or
transfer any of its shareholding in our Company for a period of six months after our admission
to the Official List of the SGX-ST. SPH currently intends for AsiaOne to remain a subsidiary of
SPH in the foreseeable future.
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In addition to the content creation and brand strength of SPH, we also have access to and will be
able to leverage on SPH’s large and successful advertising sales force, strong relationship with
advertisers and extensive classified advertising operations (details of which are set out in “Interested
Person Transactions – Media Representative Agreement” section of this Prospectus).
(ii) Quality Content
We draw on the extensive content creating capabilities of SPH for quality news and information
over a wide range of general and special interest areas. With the support of our parent company
and other resources, we are able to harness a wealth of content to be offered to the users of
our portal.
We host all the online editions of Singapore’s leading national dailies in each of the four official
languages on our websites. At Zaobao.com, there is the additional offering of news gleaned
from more than 80 Chinese language newspapers around the world. In addition to news, we
also provide our users access to content in other communities of interest.
We have been successful in attracting pageviews and developing a base of repeat users with
the rich content on our websites.
(iii) Integrity and Trust
The Internet is a vast global goldmine of information, but the sources and credibility of some of
such information may be dubious and may not be verifiable. As a result, there is a lack of
confidence in the integrity of content, product and services available on Internet. We believe
this same lack of confidence is a big hurdle in the development of e-commerce.
Given the credibility and integrity of the sources of our content, we believe that our users have
faith in the information provided at our websites. As we are a long term player in our business,
we are of the view that our users have confidence and trust in engaging in e-commerce activities
on our websites.
(iv) Experienced Management
We have an experienced management team which is well poised to bring our business to the
next stage of success. Our Chief Executive Officer, Mr Low Huan Ping, has been actively
involved in the Internet related industry since 1995 and the IT industry for more than two
decades. In addition to AsiaOne, Mr Low’s director positions include SPHMM, Singapore Cable
Vision Limited and M1. Prior to joining the SPH group of companies, Mr Low was with the
Ministry of Defence, heading various IT departments.
Our Chief Financial Officer, Mr Tan Teck Huat, has extensive experience in financial management
and corporate finance. Prior to joining our Company, Mr Tan was the Head of the Corporate
Finance department at SPH, where he played an instrumental role in the various exercises and
initiatives undertaken by SPH to increase shareholders’ value. Before assuming his role at the
Corporate Finance department, Mr Tan was a senior portfolio manager at SPH Asset
Management Pte Ltd, which managed SPH Group’s $1.5 billion portfolio of investments. Mr Tan
has been actively involved in finance related businesses and economics fields for more than a
decade.
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Our Chief Operating Officer, Mr Heng Wah Koon, is a veteran in the media and communications
industry. Prior to joining our Company, Mr Heng was the Director of Marketing at M1. He was
instrumental in orchestrating M1’s successful launch and in capturing 35% of the mobile
telecommunications market share. Under Mr Heng’s marketing leadership, M1 won several
accolades including being the first mobile phone service provider to introduce mobile banking,
stock news and alerts, and winning the prestigious Financial Times Telecoms Awards for best
marketing campaign in Telecom 99 in Geneva. Prior to joining M1, Mr Heng was the General
Manager of the Classifieds division of SPH.
Additionally, we believe we have a team of seasoned content producers, IT personnel and
sales force who know what it takes to grow the online business.
(v) Strategic Alliances
Our Group has formed alliances with strategic Internet and technology companies that possess
complementary expertise and know how. Such alliances enable us to provide high quality services
to our users. Our strategic alliances and partnerships are described in greater detail in the
“Joint Venture, Strategic Alliances and Investments” section of this Prospectus.
(vi) Early Mover Advantage
We have been in operation since mid 1995. We believe we have established ourselves as one
of the most popular portals in Singapore. We also believe that the online edition of Lianhe
Zaobao, which provides news content for Zaobao.com, has a very good reputation for its timely
and quality reporting of news and current affairs among Chinese-speaking users globally.
Zaobao.com is currently ranked by www.cwrank.com as one of the top Chinese news websites
in the world. www.cwrank.com, owned by Canada’s Mandarin Media Inc, is a leading organisation
that ranks Chinese websites worldwide. To the best of our knowledge and belief, we are currently
the only portal in Asia to provide up to date news and information throughout the day in four
different languages – English, Chinese, Malay and Tamil.
EXPANSION PLANS
The plan set out below is based on our existing plans and intentions. As such intentions and plans
are based on assumptions of future events which by their nature are subject to uncertainty, our
Group’s actual course of action may vary from the plans set out below and there is no assurance
that our plans will materialise or our plans will be implemented as scheduled.
Our business goal is to be the premier one-stop Asian portal by owning and enriching the total
customer experience and providing rich business and lifestyle content which are engaging and exciting
to the regional Internet users. We plan to expand horizontally, vertically and geographically. To support
our expansion plans, we intend to invest in technology to build comprehensive websites to support
mass transaction capabilities and website functionality to provide portal services which users find
easy to use and will want to continue using.
Horizontally, we intend to expand by broadening the range and depth of service and product offerings
at our websites. For example, we shall be hosting ProjectEyeball, a print and online newspaper to be
launched by SPH by the third quarter 2000.
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We will be introducing new channels on specific topic areas such as the following:-
(i) Careers
A Careers site similar to AsiaOne.com’s will be introduced on Zaobao.com by late 2000.
(ii) E-Finance
(a) AsiaOne Markets
Asianbourses.com, a company in which we have a 20% stake (more information on
Asianbourses.com and our investment in it can be found in the “Business-Joint Ventures,
Strategic Alliances and Investments” section of this Prospectus), is currently working with
The Business Times and AsiaOne to develop a new website to be called AsiaOne Markets.
AsiaOne Markets will have stock information on key Asian exchanges, as well as historical
data and tools for technical analysis and other relevant facts and figures. AsiaOne Markets
will replace BT Stocks when it is launched in mid 2000.
(b) Zaobao.com Finance
(iii) Health
Zaobao.com will also work with Asianbourses.com to provide stock analyses and financial
news for investors in stocks listed on the Shanghai Stock Exchange and Shenzhen Stock
Exchange.
We plan to launch a health site with HealthAnswers (Singapore) Pte Ltd, an entity ultimately
owned by HealthAnswers Inc., a leading US-based health portal, by mid 2000.
HealthAnswers.com.sg belongs to the HealthAnswers.com family of online resources which offers
consumers and healthcare professionals timely, credible and diverse health information. Its UScounterpart
site was recently honoured with the prestigious 1999 FREDDIE award at the
International Health & Medical Film competition organised by Time Inc. Health. More information
on our strategic alliance with HealthAnswers (Singapore) Pte Ltd can be found under the
“Business-Joint Ventures, Strategic Alliances and Investments” section of this Prospectus.
The Co-branded website will provide answers to the health concerns of our users. It will also
provide content relating to health issues including but not limited to diseases and conditions,
healthy body, healthy lifestyle, news, resources, and questions and answers. Content on the
Co-branded website will be updated regularly.
(iv) Property
This channel will provide all the necessary tools, data and information to help the users buy
and sell homes. There will be comparative data on residential, commercial and industrial loans,
renovation rates, guides and tips on investing in the property market, as well as current and
historical data on property sales and trends. We expect to launch this property site by the third
quarter of 2000 on AsiaOne.com.
(v) Woman
We will launch a women’s site in late 2000. This will be a foundation for an Asian women’s
cyber community. It will have comprehensive coverage of the full spectrum of the Asian woman’s
interests. It will also be a site to learn new skills and a site with a marketplace of goods,
services, ideas and opportunities.
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We will add new channels from time to time based on industry trends as well as consumer needs
and demands. We will also continuously improve the existing channels to enhance the depth of the
content and product offerings on those channels.
With respect to our online services, we intend to improve our existing services and introduce new
features. In particular, we plan to expand the following services, which are currently available, in the
near future:-
(i) E-Commerce
We are improving our e-commerce platform by investing in a new software, known as the IBM
WebSphere Commerce Suite, to enhance existing capabilities and add new functionalities to
the platform by July 2000. In conjunction with this investment, we will be working with IBM as
a channel partner to promote e-commerce. In addition, we are developing new payment gateways
to facilitate easy payment for goods and services bought at our e-commerce site. We are also
discussing with major fulfilment houses to undertake the delivery of goods purchased to provide
greater convenience to our customers and merchants. In addition, we plan to expand into selected
B2B e-commerce space through our enhanced platform.
(ii) Advertising/Classifieds
We are currently working with SPH on the possibility of offering value-added services, such as
the inclusion of coloured pictorials and graphics, and online and offline packages, to print
advertisers so that more information can be added online.
The classified ads from Lianhe Zaobao are expected to go online on Zaobao.com in the later
part of 2000.
(iii) Auction
To cater to the rapidly increasing customer demand, we plan to increase the number of listed
items on Auction AsiaOne from approximately 4,000 currently to 12,000 by end 2000. A Chinese
auction site will also be launched on Zaobao.com in late 2000.
Auction AsiaOne currently offers B2C auctions and C2C auctions. We plan to incorporate C2B
and B2B capabilities into Auction AsiaOne. We also intend to export our auction capabilities
regionally and into China.
Additionally, we plan to offer the following new services at our websites:-
(i) Chat Rooms
Users will be able to have real-time dialogue with other users on our websites. These will be
used to boost interactivity with our users and to build communities, which will increase the
“stickiness” of our websites. Surfers will have to register as AsiaOne.com or Zaobao.com users
or members before they can participate in our chats.
Chats will be both moderated and unmoderated. Some chat rooms will be set up at specific
times and may be for users to interact with experts and celebrities. These kinds of chats are
likely to be moderated in that we will manage the questions and/or remarks that appear in such
chat rooms. Other chat rooms will be stand-alone features that users can enter whenever they
want and write whatever they wish.
79

(ii) Message Boards
BUSINESS
We will also offer users the ability to post messages for general viewing by other users to
promote dialogue on relevant issues, topics or events of interest. Instead of participating in
real-time dialogue, users are able to enjoy the freedom of posting and retrieving messages at
their convenience. We will have chat rooms in the various channels of interest on both
AsiaOne.com and Zaobao.com.
(iii) My AsiaOne
Registered users of AsiaOne.com will soon be able to customise the AsiaOne home page,
choosing those modules that most interest them and organise them on the page as they please.
Later, when AsiaOne services such as Auctions offer alert services (where users register their
interest in specific items and ask to be informed when these items are put on auction), users
can include on their personalised AsiaOne.com homepage a window for these alerts. The
customisation feature will also be available at Zaobao.com by the end of 2000.
(iv) Games
Users will be able to play web-based games and download games from our websites. We
expect to introduce this feature by end 2000.
(v) Web Voice
Web Voice is a web-based call handling centre where the service agents at AsiaOne’s helpdesk
can communicate through the web with more than one caller at any one time from anywhere in
the world where the language proficiency is sound. Web Voice can further be enhanced to offer
products such as callback services and e-mail retrieval service over phones. We plan to launch
Web Voice within AsiaOne’s business units by the end of 2000 and eventually to market the
Web Voice functions and services to corporate partners. Organisations such as financial
institutions, event management companies and airlines will find this service useful, particularly
in the handling of ad-hoc promotions, as Web Voice helps to free these organisations’ normal
call handling capacity for routine operations. Web Voice increases the call handling productivity
of service agents and reduces turnaround time to close a deal.
Moving forward, we intend to serve our content, community and commerce products and services
not only through the Internet but also through other platforms such as WAP, PDA and broadband
networks:-
(i) WAP
We plan to work closely with mobile service providers to develop and provide WAP portal
service through mobile phones. In this respect, we are currently working with M1 on a trial
WAP portal service in Singapore for M1 mobile phone subscribers. In this trial service, M1
mobile phone subscribers whose mobile handsets are WAP-enabled or Internet-ready will initially
be able to receive from us information such as local and world news headlines, IT news, food
guide and Chinese horoscope. We intend to further expand the range of WAP portal service in
the future to include mobile commerce (m-commerce) and auctions applications.
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(ii) PDA
BUSINESS
Since March 2000, we have been providing users of Palm Pilots with selected articles from
The Business Times daily at 3.00 a.m. This service was extended to The Straits Times in early
May 2000. We plan to work with PDA manufacturers to serve more of our content and services
through a wider range of PDAs.
(iii) Broadband
We will work with Fantastic, through FantasticOne, to provide our content, community and
commerce products and services through broadband networks. FantasticOne will focus on mass
market content by offering one-stop solution to media producers, and to media distributors
operating data broadcast networks enabled by Fantastic. FantasticOne will operate in the
broadband/convergence market throughout Asia-Pacific, focusing on content over satellite, cable,
ADSL and mobile networks.
We plan to integrate vertically by investing in businesses that offer content, technology, distribution
capabilities as well as marketing, e-commerce, and cross-promotional opportunities through joint
ventures, strategic alliances and investments. Save for the investments mentioned in the “Business –
Joint Ventures, Strategic Alliances and Investments” section of this Prospectus, we have not made
other similar investments as at the date of this Prospectus.
We plan to expand our presence geographically in the region and China, as well as to build our
brand names internationally. To this end, we intend to enter into joint ventures with (i) established
local partners in each of the various countries who have strong presence in their own countries and
who have a good understanding of the indigenous social and cultural needs as well as consumption
pattern in the respective countries, and (ii) partners with the content and/or proven know how and
who are ready to penetrate the Asian market. We will, for example, develop and raise the profile of
Zaobao.com in China in partnership with local Chinese parties.
Singapore will be our operational headquarters and base where we develop, test and launch new
products and services. Once proven, we will export such products and services to our overseas
ventures. We will also provide technological and functional support to our overseas ventures from
Singapore.
We intend to provide all the necessary support to our overseas ventures when they are in the
infancy stage. However, our long term goal is to develop these ventures into operationally and
financially independent, autonomous businesses. In this light, it is the intention to list the various
joint venture companies separately on internationally recognised stock exchanges soonest practicable.
81

MARKETING AND BRANDING STRATEGY
BUSINESS
Our marketing objective is to build our brand names. Brand building increases the public’s awareness
of our image and service offerings. As more websites, products and services proliferate across the
Internet, it is necessary for us to build a strong foundation for our brands. Products and services can
be copied but good brands are difficult to replicate. We plan to invest long term in brand building
through quality advertising. We intend to spend approximately $15 million for these marketing
campaigns.
In the launch phase, we have invested in advertising in the traditional mass media like press, television
and radio in Singapore. In the second phase, we will expand our advertising into regional markets
like Southeast Asia, Hong Kong and China.
To increase the level of awareness and top-of-mind recall of our websites as well as to attract new
users, we will continue to engage in a series of marketing campaigns via the traditional mass media
as well as through co-branding ventures with other successful brands. Co-branding of websites enable
users to fully enjoy the information and services offered by both partners and enhances the total
customer experience online. Co-branding also offers additional revenue streams such as advertising
and joint sponsorships.
Besides brand building, our marketing thrust also includes loyalty programmes to retain customers.
These programmes will be used to reward regular customers as well as to attract customers to visit
our websites more often. Prizes, contests, rewards and games will be introduced in an exciting way.
To further build and maintain users’ loyalty, we plan to do the following:-
(i) invest in new technology to build comprehensive websites to support mass transaction capabilities
and website functionality to provide portal services which users find easy to use and will want
to continue using;
(ii) increase the depth of our existing channels;
(iii) introduce new channels on specific topic areas;
(iv) introduce new products and services at our websites;
(v) augment the range of product offerings at our e-commerce websites; and
(vi) continue to provide free personalised services.
In order to achieve an enriching total customer experience, it is crucial to have an integrated portal
strategy. We adopt a holistic approach to communications, branding and services. This enables
customers to have a unified look and feel of the service offerings and can have convenient links to
relevant services. An integrated marketing strategy for our portal sites enables us to cross sell and
upsell our services to the users.
We employ a software called NetGravity to track the readership at our websites. With this database,
we are able to profile our registered users to better enable us to cater to our users’ needs and
interests and to render personalised value-added services to them. We may, for example, introduce
our users to channels at our websites which they are less familiar with and to the product offerings
which they may not be aware of. For example, when a user buys a car through our classified
website, he will be introduced to our e-finance portal where the user may find car loan packages
and motor insurance policies. The aim is to position our portal as a “one-stop” destination site.
82

PRODUCT DEVELOPMENT INITIATIVES
In the rapidly evolving world of Internet, it is of utmost importance to stay relevant and updated. We
believe our future success depends on our ability to keep abreast of market trends and to enhance
and develop our products and services. We adopt a three prong approach towards product
development:-
(i) Customise New Third Party Technologies
We purchase “off-the-shelf” generic technological solutions which will be customised by our
engineers to suit our needs. We have also utilised and will continue to use third party vendors
and consultants to develop specialised products for which we do not have in-house resources
or are unable to develop and maintain in-house in a cost efficient manner. However, our engineers
do modify and enhance these outsourced products to provide quality assurance to all our
product offerings.
(ii) In-house Product Development
We generally develop our own products and services internally using customised third party
technologies. We plan to expand our registered user base continually by offering diverse online
community products and services developed internally. We will constantly improve and enhance
our existing products and services to keep in tune with market trends.
(iii) Market Intelligence and Research
BUSINESS
We undertake frequent market intelligence and research exercises, both internally and through
third party consultants, to keep ourselves updated with the evolving user tastes and affinities.
Before we launch a product or advance a marketing initiative, we often assess the demands of
consumers by measuring product efficacy and user satisfaction.
83

INTELLECTUAL PROPERTY
Our shareholder, SPH, has filed for trademark applications to register the trademark “ASIAONE &
device” in various jurisdictions. As at 29 February 2000, the status of the various trademark applications
were as follows:
Country/Class* 9 16 35 36 38 39 41 42 52 106 112
Australia — — R R R — R R — — —
Canada R R R R — R R R — — —
China — — R R R R R R — — —
European Union R R R R — R R R — — —
Hong Kong — — P P P P P P — — —
Indonesia — — R R R R R R — — —
Japan — — R R R R R R — — —
Korea — — — — — — — — R R R
New Zealand R R R R — R R R — — —
Philippines — — P P P P P P — — —
Republic of China — — R R R R R R — — —
Singapore — — P P A P P P — — —
Switzerland R R R R — R R R — — —
United States — — R R R — R R — — —
* Classification of Goods and Services as listed in the Third Schedule of the Trade Marks Rules (Chapter 332) of Singapore
Key:
A — advertised; awaiting Certificate of Registration
P — pending
R — registered
SPH has assigned all the rights and benefits of the above trademarks to us by way of the Business
Transfer Agreement dated 25 November 1999.
GOVERNMENT REGULATION
BUSINESS
To date, regulations have not materially restricted the use of the Internet in our markets. The following
is a summary of the legal environment in Singapore relating to the use of the Internet.
The Singapore Broadcasting Authority (“SBA”) regulates Internet content in Singapore. Under the
SBA’s regulations, Internet content providers who provide information on the World Wide Web
(including us and other Internet content aggregators, Internet service providers, web publishers and
web server administrators) are required to use their best efforts to ensure that their services (1)
comply with the Codes of Practice issued by the SBA from time to time and (2) are not used for any
purpose that is against the public interest, public order or national harmony or that offends good
taste.
Changes in government regulation could increase our costs and/or prevent us from delivering our
services and products over the Internet. It could also slow the growth of the Internet, which could, in
turn, delay growth in demand for our portal and adversely affect our Company.
84

PROPERTY, PLANT AND EQUIPMENT
Properties
We do not own any property. We rent the premises we currently occupy from Singapore News &
Publications Limited (“SNPL”), which is a subsidiary of SPH and Cityneon Displays (S) Pte Ltd.
Details of our lease agreement with SNPL are set out in the “Interested Party Transactions” section
of this Prospectus.
We currently rent/lease the following properties:-
Tenure and Gross Area Annual
Description/Location Expiry Date (sq ft) Rental ($) Lessor
Part of Level 5 2 years/ 8,684 312,624 SNPL
News Centre
82 Genting Lane,
Singapore 349567
31 August 2001
Part of Level 3 1 years 8 months/ 2,576 92,736 SNPL
News Centre 31 August 2001
82 Genting Lane,
Singapore 349567
Unit #05-02 2 years/ 7,361 167,831 Cityneon Displays
84 Genting Lane, 31 March 2002 (S) Pte Ltd
Singapore 349584
Fixed Assets
BUSINESS
As at 29 February 2000, we owned the following fixed assets:
Date of Accumulated Net Book Net Book
Description Purchase Cost Depreciation Value
Equipment to support
$ $ $
e-commerce 18.08.1999 725,315 141,034 584,281
Voxtron Voice Servers 29.11.1999 207,750 23,083 184,667
Software to support auction 28.02.2000 331,500 9,208 322,292
85
1,264,565 173,325 1,091,240

Equipment to support E-commerce
Our e-commerce website is at present primarily powered by the Open Market’s Transact (OM-TX)
software. This software allows our customers to purchase various products over the Internet. In
addition, it also provides other functions which allows us to, among others:-
(i) manage our orders;
(ii) offer online customer service;
(iii) provide our customers with flexible means of purchase and payment; and
(iv) ensure there is adequate security in the processing of our customer’s transactions.
Software to support auction
We have adopted a software with an engine designed with all the necessary functionalities specially
designed for auctions. This system allows our registered members to post their items for auction
from anywhere with an access to the Internet.
A unique feature of this system is the bidding agent. Each of our registered members participating in
an auction conducted through our website will be represented by an individual agent in the form of
an java-based object. The agent is deployed prior to the commencement of the auction either by a
seller or a buyer placing a bid. The entire auction process is then carried out through these agents.
Voxtron Voice Server
BUSINESS
The Voxtron Voice Server is a computer-based interactive voice response system which can support
hotline functions (including initial public offering hotline functions), database applications and other
functions.
Save for the above and that disclosed in the “Financial Statements – Notes to the Financial Statements
– Fixed Assets” section of this Prospectus, we do not own any major fixed assets. All our fixed
assets are unencumbered as at the date of this Prospectus.
86

INSURANCE
BUSINESS
We have insurance coverage for protection against the various risks that may affect ourselves and
our industry in general.
In particular, we have obtained coverage under a Net Secure insurance policy which specifically
protects us against IT security and other risks associated with the electronic publishing business.
This insurance covers three specific areas:
(a) Liability — for content injury such as infringement of copyright and trademark, defamation
and privacy violation;
— for internet and network wrongful acts such as security breaches and errors
and omissions causing damage to third parties;
(b) Property — protection for, amongst others, electronic data and other electronic materials
against cyberspace perils such as computer viruses;
— coverage for business income and extra expenses incurred due to disruption,
interruption, delay or suspension of Internet and network activities caused by
defined cyberspace perils; and
(c) Crime — coverage for computer crime, theft of computer system resources and extortion
related to computer systems and electronic data.
To effect the Net Secure insurance coverage, we confirmed to the underwriters of our policy that we
will implement certain items relating to an intrusion detection system and a business continuity plan
within a time frame as suggested by our consultants, PricewaterhouseCoopers. We are currently
taking steps to implement these items within the suggested time frame.
We have also effected other general insurance coverage in respect of Workmen’s Compensation,
Dependents’ Medical Coverage, Group Personal Accident, Group Term Life, Industrial All Risks,
Electronic Equipment and Fidelity Guarantee.
87

BOARD OF DIRECTORS
DIRECTORS, SENIOR MANAGEMENT AND STAFF
The name, address, age and principal occupation of our Directors are as follows:-
Name Age Address Principal Occupation
Wong Yuen Weng Ernest 55 50 Draycott Park #12-01,
Singapore 259396
President, UOB Group
Low Huan Ping 44 5 Barker Road, Chief Executive Officer
Singapore 309861
Tan Teck Huat 39 9 Capricorn Drive, Chief Financial Officer
Singapore 579559
Koh Boon Hwee 49 27 Queen Astrid Park, Executive Chairman,
Singapore 266832 Wuthelam Holdings Ltd
Eddie Kuo Chen-Yu 59 Hall 8 Level 4, Dean, School of
26 Nanyang Avenue, Communication Studies,
Singapore 639812 NTU
Soon Tit Koon 48 3 Jalan Membina #11-06, Chief Financial Officer,
Singapore 169480 Wilmar Holdings Pte Ltd
Teo Ming Kian 48 130 Jalan Langgar Bedok, Executive Chairman, NSTB
Singapore 468582
Tjong Yik Min 47 30 Linden Drive, Group President, SPH
Singapore 288703
Set forth below is a brief description of the business experience and qualifications of each of our
Directors:-
Wong Yuen Weng Ernest, aged 55, is the Non-Executive Chairman of our Company. He is also the
President of the United Overseas Bank Group and a member of the board of directors of various
companies in the UOB Group. Mr Wong graduated with a First Class Honours Degree (Chemical
Engineering) in 1967 from the University of Surrey, under a Singapore Government Scholarship. He
started his working career with the Singapore Government in the Economic Development Board and
the Ministry of Finance where he served from 1967 to 1971. Since 1972, he has been with the UOB
Group where he headed several key sectors of the UOB Group before being appointed President
and board member in January 1990. Besides being a Board Member and Audit Committee Member
of UOB, Mr Wong is also a Director of several public-listed companies. Mr Wong served as a board
member of the Economic Development Board from 1989 to 1993. He was Chairman of the Association
of Banks in Singapore (“ABS”) from 1991 to 1993 before his current re-appointment as Chairman of
the ABS. He is also the Chairman of the Audit Committees of the public-listed Asean Fund Ltd and
Asean Supreme Fund Ltd.
Low Huan Ping, aged 44, is the Chief Executive Officer and an Executive Director of our Company.
He is also a director of Singapore Cable Vision Limited and M1. Before joining our Company in
January 2000, Mr Low was the Executive Vice-President in charge of IT as well as corporate planning
and business development at SPH. Prior to joining SPH in 1987, he was with the Ministry of Defence,
heading various IT departments and division units. An Overseas Merit Scholar, Mr Low holds both
Bachelors and Masters degrees in Arts from Cambridge University and a Masters of Science degree
from the National University of Singapore. He has also participated in the Advanced Management
Program at Harvard University.
88

DIRECTORS, SENIOR MANAGEMENT AND STAFF
Tan Teck Huat, aged 39, is the Chief Financial Officer and an Executive Director of our Company.
He was the head of the corporate finance department at SPH before he joined our Company in April
2000. With SPH since 1987, he has worked in various areas of the SPH Group including Asset
Management, Treasury and Investment, Corporate Planning and Business Development and Editorial.
Mr Tan joined the Administrative Service of the Singapore Civil Service in 1983 and was posted to
the Ministry of Communications. He was last with the Ministry of Education before joining SPH in
1987 as an economics journalist. An Overseas Merit Scholar, Mr Tan holds a Masters of Arts degree
from Cambridge University.
Koh Boon Hwee, aged 49, is the Executive Chairman of the Wuthelam Group of Companies. He is
also Chairman of Singapore Telecommunications Ltd, Singapore Post and the Council of Nanyang
Technological University. In addition, Mr Koh serves on the boards of several other statutory and
public bodies including the Securities Industry Council, the Institute of Policy Studies, Singapore
International Foundation and the Singapore-US Business Council. Prior to joining the Wuthelam
Group in January 1991, Mr Koh spent 14 years in Hewlett-Packard in various positions and was the
Managing Director of Hewlett-Packard Singapore as well as the Asia Pacific Director of Manufacturing
and Business Development before he left Hewlett-Packard. Mr Koh was awarded the nation’s Public
Service Star in 1991 and The Meritorious Service Medal in 1995 by the President of Singapore in
recognition of his service to the government in the field of telecommunications. He graduated from
the Imperial College of Science and Technology, University of London in 1972 with a Bachelor’s
Degree (First Class Honours) in Mechanical Engineering and from the Harvard Business School in
1976 with an MBA (Distinction).
Eddie Kuo Chen-Yu, aged 59, is the founding Dean (since 1992) of the School of Communication
Studies at Nanyang Technological University, Singapore. He was formerly Head of Sociology
Department from 1986 to 1990, Director of the Centre for Advanced Studies from 1986 to 1988 and
Director of the Mass Communication Programme 1990 to 1995 at the National University of Singapore.
He has edited/authored more than 10 books and published articles in various journals. Professor
Kuo holds a Bachelor of Arts degree in journalism from National Chengchi University, Taipei and
participated in the Graduate Programme in Sociology, Columbia University, New York. He further
obtained a Master of Arts degree in Sociology from the University of Hawaii in 1966 and a PhD from
the University of Minnesota in 1972.
Soon Tit Koon, aged 48, is the Chief Financial Officer and an executive director of Wilmar Holdings
Pte Ltd. Prior to joining Wilmar Holdings Pte Ltd in March 2000, Mr Soon held various positions at
Citicorp Investment Bank (Singapore) Limited, and was the Managing Director of Citicorp from 1993
until he joined Wilmar Holdings Pte Ltd. Prior to joining Citicorp, Mr Soon worked for six years as a
chemical engineer in the petroleum industry. Mr Soon received a Bachelor of Science (Honours)
degree in Applied Chemistry from the University of Singapore and a Master of Business Administration
degree from the University of Chicago. He has also participated in the Advanced Management Program
at Harvard University.
Teo Ming Kian, aged 48, is the Executive Chairman of NSTB and Chairman of Singapore Technologies
Pte Ltd. He is also the Deputy Chairman of the Economic Development Board. Mr Teo was the
Second Permanent Secretary in the Ministry of Defence from April 1991 and was redesignated the
Permanent Secretary (Defence Development) in September 1992. He was the Permanent Secretary
of the Ministry of Communications from 1 November 1995 till 31 May 1999. He was awarded Public
Administration Medals, both Gold and Silver, and the Commander First Class – Royal Order of the
Polar Star (Sweden). A Colombo Plan Scholar, Mr Teo graduated from Monash University, Australia
with a First Class Honours in Mechanical Engineering in 1975. He attained the Master of Science in
Management from the Massachusetts Institute of Technology, USA in 1986.
89

DIRECTORS, SENIOR MANAGEMENT AND STAFF
Tjong Yik Min, aged 47, is the SPH Group President and an executive director of SPH, our parent
company, and the Chairman of Civil Aviation Authority of Singapore. Mr Tjong started his career as
a Systems Engineer in the Ministry of Defence in 1976. He was appointed the Permanent Secretary
of the Ministry of Communications, and concurrently the Chairman of the Telecommunication Authority
of Singapore in 1993. Mr Tjong left the civil service in November 1995 to join SPH. He was awarded
the Public Administration Medal (Gold) in 1988 in recognition of his public service. Mr Tjong, a
President cum Colombo Plan Scholar, graduated from the University of Newcastle, Australia, with a
Bachelor of Engineering (First Class Honours) degree in Industrial Engineering and a Bachelor of
Commerce degree in Economics. He also holds a Masters of Science degree in Industrial Engineering
from the University of Singapore.
COMMITTEES OF THE BOARD OF DIRECTORS
The independent Directors of our Company are Messrs Wong Yuen Weng Ernest, Koh Boon Hwee,
Eddie Kuo Chen-Yu, Soon Tit Koon and Teo Ming Kian. Our Board of Directors has three committees:
(i) the Audit Committee, (ii) the Pre-IPO Share Option Committee and (iii) Post-IPO Share Option
Committee.
Audit Committee. Our Audit Committee comprises Messrs Wong Yuen Weng Ernest, Eddie Kuo
Chen-Yu and Soon Tit Koon. The Chairman of the Audit Committee is Mr Wong Yuen Weng Ernest.
Our Directors recognise the importance of corporate governance and the offering of high standards
of accountability to our shareholders. Our Audit Committee shall meet periodically to perform the
following functions: (i) reviewing the audit plans, scope of work and results of our audits compiled by
our internal and independent auditors; (ii) reviewing the co-operation given by our officers to the
external auditors; (iii) nominating external auditors for re-appointment; (iv) reviewing the integrity of
any financial information presented to our shareholders; (v) reviewing interested party transactions,
if any; and (vi) reviewing and evaluating our administrative, operating and internal accounting controls
and procedures. Our Audit Committee shall commission and review the findings of internal
investigations into matters where there is any suspected fraud or irregularity, or failure of internal
controls or infringement of any law, rule or regulation which has or is likely to have a material impact
on our Group’s operating results and/or financial position.
Pre-IPO Share Option Committee. Our Pre-IPO Share Option Committee comprises Messrs Lim
Kim San and Tjong Yik Min. The Chairman of the Pre-IPO Share Option Committee is Mr Lim Kim
San, the Executive Chairman of the SPH Group. The role of our Pre-IPO Share Option Committee
is to implement and administer our Pre-IPO Share Option Scheme.
Post-IPO Share Option Committee. Our Post-IPO Share Option Committee comprises Messrs Tjong
Yik Min and Teo Ming Kian. The Chairman of the Post-IPO Share Option Committee is Mr Tjong Yik
Min. The role of our Post-IPO Share Option Committee is to implement and administer our AsiaOne
(2000) Post-IPO Share Option Scheme.
DIRECTORS’ REMUNERATION
The estimated aggregate remuneration of our Directors for the current financial year is $641,000. In
addition, we granted loans to our Executive Directors to purchase cars and country club memberships,
the outstanding amount of which aggregated approximately $201,000 as at 1 May 2000.
The directors did not receive any remuneration from us in the previous financial years. Certain
Directors were remunerated directly by companies within the SPH Group and their costs were not
charged to us in the previous financial years.
90

EXECUTIVE OFFICERS
DIRECTORS, SENIOR MANAGEMENT AND STAFF
The name, address, age and position of our Executive Officers are as follows:-
Name Age Address Position
Heng Wah Koon 48 39 Hindhede Walk #04-01,
Singapore 587971
Chief Operating Officer
Margaret Thomas 48 1 Rosyth Road, Vice President,
Singapore 546133 English Content
Tan Boon Hwa 38 Blk 636 Yishun Street 61 #10-98, Vice President,
Singapore 760636 International Business
Yuan Zhou 37 133 Hemmant Road #01-10, Vice President,
Singapore 438686 Chinese Content
Ng Gar Mun 32 19 Flora Road #05-07, Vice President,
Singapore 509736 Marketing
Set forth below is a brief description of the working experience and qualifications of each of our
Executive Officers:-
Heng Wah Koon, aged 48, is the Chief Operating Officer of our Company. He was the Marketing
Director of M1 from March 1997 to December 1999, responsible for Retail Sales (M1 Shop), Corporate
Sales, Channel Sales, Market Development and Product Marketing, and Marketing Communication.
His key contribution to M1’s success in gaining 35% market share lies in the areas of brand-building,
product development and innovative marketing. He joined SPH in March 1987 and his last appointment
prior to M1 secondment was General Manager of Classified Advertising where he was accountable
for revenues in excess of $200 million a year. Prior to joining SPH, he was a Divisional Manager
with Ken-Air Travel Services and was responsible for setting up of a car rental subsidiary company
and an in-door family theme park. He holds a Bachelor of Business Administration from the Royal
Melbourne Institute of Technology University.
Margaret Thomas, aged 48, is the Vice President of content for AsiaOne’s English language
operations and is responsible for the acquisition and management of content. She was an investment
analyst with the Monetary Authority of Singapore before moving into journalism. She brings 20 years
of journalistic experience to AsiaOne. In 1995, when she was deputy editor of The Business Times,
she spearheaded the paper’s move onto the Internet. Launched in June 1995 together with AsiaOne,
BT Online was the first English language daily in Asia to embrace the Internet. Margaret has a
Bachelors degree from the Singapore University and a Masters degree from the London School of
Economics.
Tan Boon Hwa, aged 38, is Vice President of International Business of our Company. He has over
12 years of experience in the fields of management, finance and information technology. Prior to
joining us, he was Senior Business Manager, Project Management and Operations Support at Visa
International (Asia Pacific). Mr Tan is a member of various professional bodies, such as The Institute
of Electrical and Electronic Engineers, Inc., New York, the Association of Computing Machinery and
the American Management Association. He holds both Bachelors and Masters degrees from the
Royal Melbourne Institute of Technology University, where he was also awarded a research scholarship
in 1986. Mr Tan also obtained a Master of Business Administration degree from the University of
Auckland in 1991, where he majored in marketing.
91

Yuan Zhou, aged 37, is the Vice President of Zaobao.com content. He has over 10 years of experience
as a reporter and an editor. Yuan Zhou holds a Master Degree in New Media from the School of
Journalism, University of Missouri – Columbia where he was a Reader’s Digest Fellow. He also
holds a Dual Bachelor degree in International Journalism and Politics from Fudan University in
Shanghai, China. He also attained a Certificate in Journalism from East-West Center, University of
Hawaii at Manoa after nine months there as a Parvin Fellow in Journalism. Yuan Zhou worked with
China Daily, Beijing as a Regional Business Editor/Reporter from 1986 to 1994, prior to joining SPH
as an Online Editor for Lianhe Zaobao.
Ng Gar Mun, aged 32, Vice President of Marketing, joined AsiaOne on 1 March 2000. She has 10
years of working experience in the fast moving telecommunications and IT industry. Before joining
AsiaOne, she was the Regional Marketing Manager for Philips Consumer Communications, where
she was responsible for all marketing and retail programmes for its mobile products. She managed
a marketing budget of US$30 million for Asia Pacific. Prior to that, she held various marketing posts
in Intel Asia Pacific and Telecommunication Authority of Singapore. Ms Ng holds a Masters degree in
International Marketing from the Curtin University of Technology in Western Australia. She earned
her basic degrees in Bachelor of Social Sciences (Honours) and Bachelor of Arts from the National
University of Singapore. She was also awarded the Certified Professional Marketer by the Asia
Pacific Marketing Federation and speaks at various seminars and forums.
None of our Directors, Executive Officers or substantial shareholder is related to one another.
Tan Teck Huat
Chief Financial Officer
Margaret Thomas
Vice President
English Content
SERVICE AGREEMENTS
DIRECTORS, SENIOR MANAGEMENT AND STAFF
Management Organisation Chart
Low Huan Ping
Chief Executive Officer
Heng Wah Koon
Chief Operating Officer
Yuan Zhou
Vice President
Chinese Content
92
Ng Gar Mun
Vice President
Marketing
Tan Boon Hwa
Vice President
International Business
We have not entered into any service agreement with any Director or Executive Officer. However,
we have entered into various letters of employment with the Executive Directors and Executive
Officers. Such letters typically provide for the salary payable to the Executive Directors and Executive
Officers, their working hours, annual leave, medical benefits, grounds of termination and certain
restrictive covenants.

DIRECTORSHIPS
DIRECTORS, SENIOR MANAGEMENT AND STAFF
The present and past directorships (held in the five years preceding the date of this Prospectus) of
each of the Directors, other than those held in our Company, are set out as follows:-
Name Present Directorships Past Directorships
Wong Yuen Weng ASEAN Finance Corporation Limited Sembcorp Parks Holdings Ltd
Ernest ASEAN Fund Limited United Overseas Bank (Canada)
ASEAN Supreme Fund Ltd
Asfinco Singapore Limited
Chung Khiaw Bank Limited
Chung Khiaw Bank (Malaysia) Bhd
Dr Goh Keng Swee Scholarship Fund
EDB Investments Pte Ltd
Far Eastern Bank Limited
Hotel Plaza Limited
Industrial & Commercial Bank Limited
Industrial & Commercial Insurance
Limited
Industrial & Commercial Property
(S) Pte. Ltd.
LWB (1995) Limited
Media Corporation of Singapore
Pte Ltd
PLE Investment Pte Ltd
PT United Overseas Bank Bali
(Deputy President Commissioner)
Singapore Clearing House Private
Limited
UOB Asia Limited
UOB Asia (Hong Kong) Ltd
UOB Australia Ltd
UOB InfoTech Sdn Bhd
UOB Life Assurance Limited
UOB Venture Investments Limited
UOB Venture Investments II Limited
United International Securities Ltd
United Overseas Bank Limited
United Overseas Bank (Malaysia)
Bhd
United Overseas Bank Trustee Limited
United Overseas Finance Limited
United Overseas Finance (Malaysia)
Bhd
United Overseas Insurance Limited
United Overseas Land Limited
93

DIRECTORS, SENIOR MANAGEMENT AND STAFF
Name Present Directorships Past Directorships
Low Huan Ping Asianbourses.com Pte Ltd Asia Pacific Post Inc
Buzzcity Pte Ltd Clarity Systems Private Limited
Commontown Private Limited Corporate Video Limited
FantasticOne (Asia Pacific) Pte Ltd CyberWay Pte Ltd
Mantown Enterprises Limited Kent Ridge Digital Labs
MobileOne (Asia) Pte Ltd Movielink (Singapore) Pte Ltd
Multimedia Investment Inc. Phon, LLC
Singapore Cable Vision Limited Post-Production Shop Limited
Solar River Investment Limited Post-Production Sound Limited
SPH Multimedia Private Limited TelcomOne Corporation Pte Ltd
Video Post Limited TelcomOne Pte Ltd
Zaobao.com Ltd
Tan Teck Huat Asianbourses.com Pte Ltd (Alternate) Asia Pacific Post Inc (Alternate)
Buzzcity Pte Ltd (Alternate) Corporate Video Limited (Alternate)
Commontown Private Limited Crestville Investments Ltd
(Alternate) Hotel Box Office Sdn Bhd
FantasticOne (Asia Pacific) Pte Ltd Lianhe Investments Pte Ltd
Mantown Enterprises Limited Movielink (Hong Kong) Limited
(Alternate) Movielink (Singapore) Pte Ltd
MobileOne (Asia) Pte Ltd (Alternate) Movielink (Thailand) Company
Orchard 290 Ltd (Alternate) Limited
Solar River Investment Limited Post-Production Shop Limited
(Alternate) (Alternate)
SPH Data Services Pte Ltd Post-Production Sound Limited
SPH Multimedia Private Limited (Alternate)
Vertex Asia Limited Vinora Holdings Ltd
Video Post Limited (Alternate)
Zaobao.com Ltd
Koh Boon Hwee AceFusion.com Pte Ltd Acer Computer International Ltd
Aims Lab Pte Ltd Asia Pacific Theatres Ltd
Animasia Holdings Pte Ltd Bangna Place Realty Ltd
Animasia International Pte Ltd Burton Engineering Pte Ltd
Ascent Logistics Pte Ltd Colima Pte Ltd
Asia Smart Pte Ltd Cortelco Asia Holdings Pte Ltd
BroadVision, Inc Cortelco Systems Inc
Centre for Effective Leadership Daimaru Singapore Pte Ltd
(Asia) Pte Ltd Decibell Corporation Pte Ltd
Chateray Ltd East Asia Fund II Ltd
Delteq Pte Ltd East Asia Fund Ltd
Delteq SA Controls Pte Ltd East Asian Consultancy (S) Pte Ltd
Delteq System (M) Sdn Bhd Eteq Components Pte Ltd
Delteq Systems Pte Ltd Excel Machine Tools Ltd
Ezyhealth Asia-Pacific Pte Ltd Fowseng Plastics Industries Pte Ltd
Finesse Alliance International Pte Ltd Gateway Technologies Services
First Spring Ltd Pte Ltd
Four Soft Pte Ltd Glenwood Properties Pte Ltd
Hongkong.com Corporation Greencliff Birchgrove Pty Ltd
Huifeng Investments Pte. Ltd. Greencliff Developments Pty Ltd
I.C. Equipment Pte Ltd Guangzhou FC Golf & Country
Indochina Building Supplies Pte Ltd Club Co Ltd
Inquisitive Mind Pte Ltd Hanoi Tower Center Company Ltd
International Telecommunication Helloasia.com (S) Pte Ltd
Asia (1993) Pte Ltd Hua Joo Seng Enterprise Bhd
94

DIRECTORS, SENIOR MANAGEMENT AND STAFF
Name Present Directorships Past Directorships
Kairos Associates Pte Ltd International Beverages Corporation
Kenrich Partners Pte Ltd Pte Ltd
Live-E.com Pte Ltd Lavender View Regency Pty Ltd
MediaRing.com Ltd LC (Kumpulan Malaysia) Pte Ltd
Microcircuit Technology Pte Ltd LC Capital Pte Ltd
Nippon Paint (China) Co, Ltd LC Genesis (Shanghai) Pte Ltd
Nipsea China Pte Ltd LCR Developments Ltd
Nipsea Holdings International Ltd LF Industrial Estates Ltd
Omni Industries Ltd Liang Court Holdings Ltd
Pacific Plastics Pte Ltd Liang Court Investments Pte Ltd
Porchester Pte Ltd Liang Court Property Consultant
QAD Inc Pte Ltd
Sanctuary Asset Management Liang Court Pte Ltd
Pte Ltd Liang Court Technopark Pte Ltd
Singapore International Foundation Liang Court-Veldon Pte Ltd
Singapore Post Private Limited Omni Electronics (S) Pte Ltd
Singapore Telecommunications Ltd Omni Plastics Pte Ltd
Sinohome.com Palmira Pte Ltd
Temasek Holdings (Pte) Ltd Piatra Pte Ltd
The Institute of Policy Studies Primawell Investments Pte Ltd
Wuthelam Holdings Ltd Profit Kingdom International Ltd
Wuthelam Holdings Pte Ltd PT Citraland Liang Court
Wuthelam Industries (S) Pte Ltd Raffles Medical Group Ltd
Zhihui Investments Pte. Ltd. Regency One Co, Ltd
Region Development Pte Ltd
Regional Hotel Pte Ltd
Shanghai Yong Liang Real
Estate Development Co Ltd
SH Capital Pte Ltd
Singapore Exchange Derivatives
Trading Limited
Singapore Telecom Mobile Pte Ltd
Singapore Telecom Paging Pte Ltd
Singapore-Suzhou Township
Development Pte Ltd
Singtel Strategic Investments Pte Ltd
Somerset Holdings Limited
Stanhope Gardens Pte Ltd
Stanhope Holdings Pte Ltd
Stanhope Investments Pte Ltd
Stanhope Properties Pte Ltd
Telecom Equipment Pte Ltd
The New Otani Singapore Pte Ltd
UBS Investment Mangement Pte Ltd
Vaudeville Investments (S) Pte Ltd
Veldon Corporation Pte Ltd
Ventura Development (Myanmar)
Pte Ltd
Ventura Development Pte Ltd
West Lake Development Co Ltd
Westfield Holdings Pte Ltd
Westfield Holdings Pte Ltd
Wuhan New Minzhong Leyuan
Company Ltd
York Road Ltd
95

DIRECTORS, SENIOR MANAGEMENT AND STAFF
Name Present Directorships Past Directorships
Eddie Kuo Chen-Yu Asian Media, Information and National Computer Board
Communication Centre Limited
Chinese Development Assistance
Council
Practice Performing Arts Centre Ltd.
Singapore Broadcasting Authority
The Hokkien Foundation
Soon Tit Koon Glory Gain Holdings Limited Citicorp Investment Bank (Singapore)
Safeplace Holdings Limited Limited
Tradesound Investments Limited
Wilmar Holdings Pte Ltd
Wilmar Plantations Limited
Wilmar Trading Pte Ltd
World Steps Holdings Limited
Teo Ming Kian Economic Development Board Asia-Pacific Mobile
National Science and Technology Telecommunications Satellite
Board (APMT) Pte Ltd
NSTB Holdings Pte Ltd Keppel Securities Pte Ltd
Pharmbio Growth Fund Pte Ltd Singapore Technologies Industrial
PSA Corporation Limited Corporation Ltd
Singapore Technologies Holdings Telecoms Authority of Singapore
Pte Ltd
Singapore Technologies Pte Ltd
Technopreneur Investment Pte Ltd
Tjong Yik Min Civil Aviation Authority of Singapore Civil Service College
Keppel-SPH Investment Pte Ltd Singapore Technologies
Lianhe Investments Pte. Ltd. Aerospace Ltd
MobileOne (Asia) Pte Ltd TelcomOne Corporation Pte Ltd
Orchard 290 Ltd
Orchard 300 Ltd
Singapore Airlines Limited
Singapore Land Limited
Singapore Press Holdings Limited
SPH Asset Management Limited
TelcomOne Pte Ltd
United Industrial Corporation Limited
The present and past directorships (held in the five years preceding the date of this Prospectus) of
the Executive Officers are set out as follows:-
Name Present Directorships Past Directorships
Heng Wah Koon Nil M1 Shop Pte Ltd
Ng Gar Mun Integrated Logistics Pte Ltd Nil
96

STAFF
As at 30 April 2000, our Group had a total of 123 full-time employees, all of whom were located in
Singapore. Of these full-time employees, 32 were involved in the provision of content and other
services, 13 in e-commerce activities, 13 in product marketing, 15 in advertising sales, 12 in audiotex
services, 27 in technical and business support, and the remaining 11 were management, administrative
and support services staff. We have not experienced any significant seasonal fluctuations in the
number of employees. Relations between the management and the staff are good and there has not
been any industrial disputes between our Group and our employees.
SHARE OPTION SCHEMES
DIRECTORS, SENIOR MANAGEMENT AND STAFF
AsiaOne Pre-IPO Share Option Scheme
On 1 March 2000 (“Adoption Date”), we adopted a share option scheme (the “AsiaOne Pre-IPO
Share Option Scheme”), the terms of which are set out in Appendix B of this Prospectus.
Eligibility. Full time employees (including executive directors) and non-executive directors within our
Group shall be eligible to participate in our AsiaOne Pre-IPO Share Option Scheme at the absolute
discretion of the Pre-IPO Share Option Committee. Such employees who are eligible and selected
by the Share Option Committee to participate in our AsiaOne Pre-IPO Share Option Scheme shall
not, except with the prior approval of the Pre-IPO Share Option Committee, be eligible to participate
in any other share option or share incentive schemes implemented by us, our subsidiaries or our
parent company. The aggregate number of Shares which may be offered by way of grant of options
(“Pre-IPO Options”) to non-executive directors under the AsiaOne Pre-IPO Share Option Scheme
shall not exceed 5% of the total number of Shares available under the AsiaOne Pre-IPO Share
Option Scheme. Except as aforesaid, there shall be no restriction on the eligibility of any such
employee of ours to participate in any share option or share incentive scheme implemented by any
other companies outside our Group.
Objectives and Rationale. The AsiaOne Pre-IPO Share Option Scheme is a share incentive scheme.
This scheme was adopted on the basis that it is important to retain staff whose contributions are
essential to the well-being and prosperity of our Group and to give recognition to outstanding
employees and executive and non-executive directors of our Group who have contributed to the
growth of our Group. The scheme will give participants an opportunity to have a personal equity
interest in our Company and will help to achieve the following objectives:-
(i) the incentive to the participants to work towards the floatation of our Company;
(ii) the motivation of the participant to optimise his performance standards and efficiency and to
maintain a high level of contribution to our Group;
(iii) the retention of key employees and executive and non-executive directors of our Group whose
contributions are essential to the long-term growth and profitability of our Group;
(iv) to instil loyalty to, and a stronger identification by employees with the long-term prosperity of,
our Company;
(v) to attract potential employees with relevant skills to contribute to our Group and to create value
for the shareholders of our Company;
(vi) to align the interests of employees with the interests of the shareholders of our Company; and
(vii) to give recognition to the contributions made or to be made by non-executive directors to the
success of our Group.
97

DIRECTORS, SENIOR MANAGEMENT AND STAFF
The AsiaOne Pre-IPO Share Option Scheme recognises and benefits not only persons who are in
the direct employment of our Group but also persons who are not employed but nevertheless work
closely with our Group and/or are in the position to contribute their experience, knowledge and
expertise to the development and success of our Group. Although our non-executive directors are
not involved in the day to day running of our Group, they play an invaluable role in our success
through the contribution of their experience and expertise to our Board of Directors for the benefit of
our Group. The extension of the scheme to allow participation by our non-executive directors helps
ensure that we are able to continue to attract individuals with the calibre and capability to sit on our
Board of Directors as non-executive directors, which will further enhance the growth and long term
direction of our Group.
Exercise Price. The exercise price to be paid for each Share on exercise of a Pre-IPO Option shall
be the price determined by the Pre-IPO Share Option Committee in its absolute discretion to be the
fair market value (the “Fair Market Value”) of each Share as at the date of grant of the Pre-IPO
Option (the “Date of Grant”). In determining the Fair Market Value for this purpose, the Pre-IPO
Share Option Committee shall be at liberty to take into consideration such criteria as the Pre-IPO
Share Option Committee may in its absolute discretion, deem appropriate, including (but not limited
to) any valuation of the Shares obtained from an independent merchant bank. The rules of the
AsiaOne Pre-IPO Share Option Scheme do not provide for the granting of Pre-IPO Options at exercise
prices at a discount to the Fair Market Value of our Shares. The exercise price of each of the Pre-
IPO Options granted prior to the date of this Prospectus of $0.30 is 50% lower than the Offering
Price.
The exercise price was determined by the Pre-IPO Share Option Committee as the Fair Market
Value of each Share on the Dates of Grant, taking into consideration market comparables, the
volatility in the stock markets and the fact that AsiaOne was an unlisted company.
There is no listed company that is exactly similar to AsiaOne in terms of composition of business
activities, scale of operations, geographical spread of activities, track record and future prospect. For
purposes of benchmarking, the Pre-IPO Share Option Committee has taken into consideration the
market valuation of companies such as Yahoo!, Lycos, New York Times, Ebay and Chinadotcom on
the Dates of Grant. The Pre-IPO Share Option Committee has also considered the fact that the
prices of shares, particularly the prices of Internet stocks, listed on major stock exchanges, including
NASDAQ National Markets, have been volatile in the month prior to the Dates of Grant.
The determination of the exercise price of the Pre-IPO Options was based largely on the subjective
judgement of the Pre-IPO Share Option Committee, taking into account the above factors (in particular
market volatility), and the need to meet the fundamental objective of the Pre-IPO Options, which is
to motivate and incentivise our employees to work towards the success of our Company.
We are involved in an intensely competitive and rapidly evolving industry and have to compete
against Internet companies throughout Asia for skilled employees. Our ability to attract and retain
skilled employees is critical to our success. Share options have been an essential part of our strategy
for recruiting and retaining skilled employees.
98

DIRECTORS, SENIOR MANAGEMENT AND STAFF
The grant of the Pre-IPO Options will have no impact on our profitability under the Singapore
Accounting Standards as no cash outlay would be expended by us at the time of grant of such Pre-
IPO Options as compared with the payment of cash bonuses. However, as shareholders may be
aware, any options granted to subscribe for new Shares (whether the exercise price is set at the
market price of the Shares at the date of grant or otherwise) have a fair value at the time of grant.
The fair value of an option is an estimate of the amount that a willing buyer would pay a willing
seller for the option on the grant date. Pre-IPO Options are granted to participants at a nominal
value of $1.00. Insofar as such Pre-IPO Options are granted at a consideration that is less than their
fair value at the time of grant, there will be a cost to our Company in that we will receive from the
participant upon the grant of the Pre-IPO Option a consideration that is less than the fair value of
the option.
As and when the Pre-IPO Options are exercised, the cash flow will add to our net tangible assets
and our issued share capital base will grow. The effect of the issue of new Shares upon the exercise
of the Pre-IPO Options on our net tangible assets per share is accretive if the exercise price is
above the net tangible assets per share, but dilutive otherwise.
Exercise Period. No Pre-IPO Option may be exercisable prior to the date on which our Shares are
listed on the Main Board of the SGX-ST (“Listing Date”). In the case of Pre-IPO Options granted to
our employees (including executive directors), the exercise period commences on or after the date
falling six months from the Listing Date and expires on the earlier of (a) the tenth anniversary of the
Date of Grant and (b) the fifth anniversary of the Listing Date. 20% of the Pre-IPO Options granted
to our employees are exercisable on or after the date falling six months from the Listing Date. From
the first anniversary of the Listing Date to the second anniversary of the Listing Date, an additional
20% of the Pre-IPO Options granted to our employees are exercisable every six months. The remaining
20% of the Pre-IPO Options granted to our employees are exercisable on or after the third anniversary
of the Listing Date but before the earlier of (a) the tenth anniversary of the Date of Grant and (b) the
fifth anniversary of the Listing Date. In the case of Pre-IPO Options granted to our non-executive
directors, all the Pre-IPO Options are exercisable on or after the date falling six months from the
Listing Date but before the fifth anniversary of the Date of Grant.
Cancellation of Pre-IPO Options. In the event that the Listing Date does not occur on or before the
second anniversary of the Adoption Date (the “Long-Stop Date”), all Pre-IPO Options granted prior
to the Long-Stop Date shall be automatically cancelled on and with effect from the Long-Stop Date.
We shall, within 30 days after the Long-Stop Date, pay to each grantee in respect of each Pre-IPO
Option cancelled, the difference, if any, between the Fair Market Value for each Share as at the
Long-Stop Date and the exercise price applicable to that Share.
Size of Scheme. The aggregate number of our Shares to be issued by us under our AsiaOne Pre-
IPO Share Option Scheme may not exceed 10% of our total issued share capital or such other
percentage as may be allowed by the SGX-ST from time to time.
Duration of Scheme. Our AsiaOne Pre-IPO Share Option Scheme shall commence on the Adoption
Date and shall terminate on the Listing Date or the Long-Stop Date, whichever is the earlier. We
shall not grant further Pre-IPO Options on termination of the AsiaOne Pre-IPO Share Option Scheme.
Outstanding Pre-IPO Options. The total number of outstanding Pre-IPO Options as at the date of
this Prospectus is 71,820,000. These Pre-IPO Options, which were granted on 6 April 2000 and 8
May 2000, are held by a total of 143 employees and Directors as at the date of this Prospectus.
99

DIRECTORS, SENIOR MANAGEMENT AND STAFF
The following table sets forth information concerning outstanding Pre-IPO Options held by our Directors
as at the date of this Prospectus:-
Director Number of Exercise Expiration Number of
Pre-IPO Price Date Pre-IPO
Options (S$) Options
Granted Outstanding
Wong Yuen Weng Ernest 500,000 0.30 2005 500,000
Low Huan Ping 10,000,000 0.30 2005 10,000,000
Tan Teck Huat 5,000,000 0.30 2005 5,000,000
Koh Boon Hwee 500,000 0.30 2005 500,000
Eddie Kuo Chen-Yu 500,000 0.30 2005 500,000
Soon Tit Koon 500,000 0.30 2005 500,000
Pre-IPO Options which may be issued. We have earmarked up to 10 million Pre-IPO Options for
key employees that our Group is or may be recruiting between the date of this Prospectus and the
Listing Date, at an exercise price equivalent to the Offering Price. We intend to grant these Pre-IPO
Options prior to the Listing Date. We are involved in an intensely competitive and rapidly evolving
industry and have to compete against Internet companies throughout Asia for skilled employees. Our
ability to attract and retain skilled employees is critical to our success. Share options have been an
essential part of our strategy for recruiting and retaining skilled employees.
The 81,820,000 Pre-IPO Options (including the 10 million Pre-IPO Options which may be issued
prior to the Listing Date), if fully exercised, represent 6.7% (6.5% if the Over-Allotment Option is fully
exercised) of our issued share capital following the completion of the Invitation.
AsiaOne (2000) Post-IPO Share Option Scheme
We have also adopted a share option scheme that will be implemented following the close of the
Invitation (the “AsiaOne (2000) Post-IPO Share Option Scheme”). The terms of this scheme are set
out in Appendix C of this Prospectus. The rules of the AsiaOne (2000) Post-IPO Share Option
Scheme are in compliance with Practice Note 9h of the Listing Manual of SGX-ST.
Eligibility. Full time confirmed employees (including executive directors) and non-executive directors
within our Group, the directors (executive and non-executive directors) and employees of our parent
company and its subsidiaries (“Parent Group Executives”), as well as the executive directors and
employees of our associated companies (“Associated Company Executives”) shall be eligible to
participate in our AsiaOne (2000) Post-IPO Share Option Scheme at the absolute discretion of the
Pre-IPO Share Option Committee. The aggregate number of Shares which may be offered by way of
grant of options (“Post-IPO Options”) to Parent Group Executives and the non-executive directors of
the parent group shall not exceed 20% of the total number of Shares available under the AsiaOne
(2000) Post-IPO Share Option Scheme. The aggregate number of Post-IPO Options granted to
Parent Group Executives and the non-executive directors of the parent group shall be approved by
independent shareholders of our Company. In addition, any grant of Post-IPO Options to a Parent
Group Executive or a non-executive director of the parent group which represents 5% or more of the
total number of Shares available to Parent Group Executives and non-executive directors of the
parent group under the AsiaOne (2000) Post-IPO Share Option Scheme shall be approved by
independent shareholders of our Company. Except as aforesaid, there shall be no restriction on the
eligibility of any such persons to participate in any share option or share incentive scheme implemented
by any other companies outside our Group.
100

DIRECTORS, SENIOR MANAGEMENT AND STAFF
Objectives and Rationale. The AsiaOne (2000) Post-IPO Share Option Scheme is a share incentive
scheme. This scheme is proposed on the basis that it is important to retain staff whose contributions
are essential to the well-being and prosperity of our Group and to give recognition to outstanding
employees and executive and non-executive directors of our Group, as well as Parent Group
Executives and Associated Company Executives who have contributed to the growth of our Group.
The scheme will give participants an opportunity to have a personal equity interest in our Company
and will help to achieve the following objectives:-
(i) the motivation of each participant to optimise his performance standards and efficiency and to
maintain a high level of contribution to our Group;
(ii) the retention of key employees and executive and non-executive directors of our Group, as well
as Parent Group Executives and Associated Company Executives whose contributions are
essential to the long-term growth and profitability of our Group;
(iii) to instil loyalty to, and a stronger identification by the participants with the long-term prosperity
of, our Company;
(iv) to attract potential employees with relevant skills to contribute to our Group and to create value
for the shareholders of our Company;
(v) to align the interests of the participants with the interests of the shareholders of our Company;
and
(vi) to give recognition to the contributions made or to be made by non-executive directors as well
as Parent Group Executives and Associated Company Executives to the success of our Group.
The AsiaOne (2000) Post-IPO Share Option Scheme recognises and benefits not only persons who
are in the direct employment of our Group but also persons who are not employed but nevertheless
work closely with our Group and/or are in the position to contribute their experience, knowledge and
expertise to the development and success of our Group. Although our non-executive directors are
not involved in the day to day running of our Group, they play an invaluable role in our success
through the contribution of their experience and expertise to our Board of Directors for the benefit of
our Group. The extension of the scheme to allow participation by our non-executive directors helps
ensure that we are able to continue to attract individuals with the calibre and capability to sit on our
Board of Directors as non-executive directors, which will further enhance the growth and long term
direction of our Group.
Similarly, the AsiaOne (2000) Post-IPO Share Option Scheme recognises and acknowledges the
contribution by our Associated Company Executives towards the development and success of our
Group. Our Associated Company Executives provide knowledge and expertise, technical and/or
otherwise, complementary and of strategic importance to our businesses. The extension of the scheme
to allow participation by our Associated Company Executives enhances our alliances with our
associated companies and assists us in continuing to form important strategic alliances.
In addition, the AsiaOne (2000) Post-IPO Share Option Scheme also gives recognition to the
contributions made and to be made by our Parent Group Executives and non-executive directors of
our parent group. Our parent group, the SPH Group, was our principal source of operating and
financial resources prior to the Invitation. We are dependent on the SPH Group for news content.
Details of our dealings with SPH are set out in the “Interested Party Transactions” section of this
Prospectus. Certain executives, directors and non-executive directors of the SPH Group have played
and continue to play an instrumental role in our existence and success. The scheme is a means
through which we acknowledge the contributions by these Parent Group Executives and non-executive
directors of our parent group.
101

DIRECTORS, SENIOR MANAGEMENT AND STAFF
Exercise Price. Under the rules of our AsiaOne (2000) Post-IPO Share Option Scheme, we shall
grant Post-IPO Options whose exercise price shall be the prevailing market price of our Shares
based on the average of the last dealt price per Share as indicated in the daily official list or any
other publication published by the SGX-ST for the five consecutive trading days immediately preceding
the Date of Grant. The rules of our AsiaOne (2000) Post-IPO Share Option Scheme do not provide
for the grant of Post-IPO Options at exercise prices at a discount to the prevailing market price of
our Shares.
The grant of the Post-IPO Options will have no impact on our profitability under the Singapore
Accounting Standards as no cash outlay would be expended by us at the time of grant of such Post-
IPO Options as compared with the payment of cash bonuses. However, as shareholders may be
aware, any options granted to subscribe for new Shares (whether the exercise price is set at the
market price of the Shares at the date of grant or otherwise) have a fair value at the time of grant.
The fair value of an option is an estimate of the amount that a willing buyer would pay a willing
seller for the option on the grant date. Post-IPO Options are granted to participants at a nominal
value of $1.00. Insofar as such Post-IPO Options are granted at a consideration that is less than
their fair value at the time of grant, there will be a cost to our Company in that we will receive from
the participant upon the grant of the Post-IPO Option a consideration that is less than the fair value
of the option.
As and when the Post-IPO Options are exercised, the cash flow will add to our net tangible assets
and our issued share capital base will grow. The effect of the issue of new Shares upon the exercise
of the Post-IPO Options on our net tangible assets per share is accretive if the exercise price is
above the net tangible assets per share, but dilutive otherwise.
Exercise Period. In the case of Post-IPO Options granted to employees of our Company or our
related corporation, the exercise period commences on the first anniversary of the date the Post-IPO
Option is granted and expires on the tenth anniversary of such date. In the case of a Post-IPO
Option granted to persons who are not employees of our Company or our related corporation, the
exercise period commences on the first anniversary of the date the Post-IPO Option is granted and
expires on the fifth anniversary of such date.
Size of Scheme. The aggregate number of our Shares to be issued by us under our AsiaOne
(2000) Post-IPO Share Option Scheme may not exceed 15% of our total issued share capital or
such other percentage as may be allowed by the SGX-ST from time to time.
Duration of Scheme. Our AsiaOne (2000) Post-IPO Share Option Scheme shall continue to be in
force at the discretion of the Share Option Committee, subject to a maximum period of 10 years
from the date on which this scheme was adopted.
102

Hosting Agreement
On 11 April 2000, we entered into a hosting agreement (“Hosting Agreement”) with SPH, our parent
company, pursuant to which we agreed to host certain materials from SPH such as SPH’s Electronic
Newspapers (including The Straits Times Interactive, Business Times Online, The Electric New Paper,
CyBerita, Tamil Murasu Online and ProjectEyeball, a print and online newspaper soon to be launched
by SPH) on our website. These materials include:
(1) news articles, text, photographs, cartoons, graphics, and other items and materials written or
authored by employees of SPH;
(2) news articles, text, photographs, cartoons, graphics, and other items written or authored by
third parties;
(3) news articles, text, photographs, cartoons, graphics, and other items and materials taken from
the “Newslink” electronic database; and
(4) “Classified” “run-ons” in the form of text,
collectively, the “SPH Materials”.
We also agreed to perform related services such as the transfer and updating of the SPH Materials
on our websites and the conversion of the SPH Materials to Hypertext Mark-up language code when
requested by SPH.
SPH shall pay us a fee of $10,000 a month for the above services rendered and the obligations
performed and undertaken by us under the Hosting Agreement.
The Hosting Agreement is effective from 1 March 2000 and shall continue for an initial period up to
31 August 2001. Upon the expiry of the initial term, the Hosting Agreement shall be automatically
renewed for subsequent one-year periods unless either party gives a notice of non-renewal to the
other party at least 90 days prior to the expiry of the initial term or any of the subsequent one-year
periods, as the case may be.
The Hosting Agreement may be terminated by either party if the other party is in material breach
and such breach is not cured within 30 days after written notice, or the other party becomes insolvent,
or makes an assignment for the benefit of its creditors, or a receiver is appointed for its business. In
addition, if our Company breaches the performance standards set out in the agreement, SPH may
terminate the agreement within seven days of written notification of such breach. Further, if the
eyeball traffic for any electronic newspaper falls below the number of pageviews per month set out
in the Hosting Agreement, for a period of three consecutive months, SPH may terminate the agreement
in respect of such electronic newspaper.
Licence Agreement
INTERESTED PERSON TRANSACTIONS
We also entered into a licence agreement (“Licence Agreement”) with SPH on 25 April 2000. Under
the Licence Agreement, SPH agreed to grant to us the worldwide non-exclusive rights and licences,
to, amongst other things, reproduce, publish, broadcast, adapt and generally use the SPH Materials
(the “Content Licensing Rights”) and relevant intellectual property rights (“Trade Mark Rights”) including
without limitation to SPH’s mastheads, trade marks and domain names (collectively, known as the
“Licensing Rights”). We are also granted the right to sub-license the Content Licensing Rights to any
of our wholly-owned subsidiaries (other than Zaobao.com Ltd) and any third party subject to the
terms and conditions of the Licence Agreement.
The Licence Agreement is effective from 1 March 2000 (“Effective Date”) and shall continue for a
period of nine years. Upon the expiry of the first three-year period (the “Initial Period”) from the
Effective Date and subsequent three-year periods (“Interim Period”), we may at our sole discretion,
give notice of termination to SPH at least 90 days prior to the expiry of the relevant period.
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The Licence Agreement may be terminated by either party if the other party is in material breach
and such breach is not cured within 30 days after written notice, or the other party becomes insolvent,
or makes an assignment for the benefit of its creditors, or a receiver is appointed for its business. In
addition, SPH may terminate the operation of an electronic newspaper by 14 days’ written notice to
our Company if:- (i) the print version of such electronic newspaper is terminated for any reason or
(ii) the eyeball traffic for any electronic newspaper on the AsiaOne website falls below the number of
pageviews per month set out in the agreement for a period of three consecutive months, and upon
such termination, the rights and licences granted to us under the License Agreement in respect of
such electronic newspaper shall terminate accordingly.
In consideration for the grant of the Licensing Rights and the right to sub-license the Content Licensing
Rights to our wholly-owned subsidiaries, we are obliged to (except in relation to gross revenue
derived from certain commercial rental arrangements and certain business to business transactions)
pay SPH an annual royalty of 5% for the first $50,000,000 in gross revenue net of agreed deductions
accruing to us, 4% for the next $50,000,000 in gross revenue net of agreed deductions accruing to
us, and 3% of gross revenue net of agreed deductions more than $100,000,000 accruing to us
(“Annual Royalties”).
In consideration for the grant of the right to sub-license the Content Licensing Rights to third parties
(other than our wholly-owned subsidiaries), we shall pay SPH a percentage of the gross revenue
accrued to us from each commercial rental arrangement with the sub-licensee net of agreed
deductions. Where the sub-licensee is our related entity, the percentage payable will be agreed with
SPH. Where the sub-licensee is not our related entity, the percentage payable will be 30% of the
gross revenue net of agreed deductions (“Additional Royalties”).
At the expiry of the Initial Period or at the expiry of each Interim Period (as the case may be), the
parties may review the Annual Royalties subject to the prevailing market rates and SPH may increase
the Additional Royalties subject to a maximum of 50% of gross revenue net of agreed deductions
accrued to us for such sub-licences.
Under the Licence Agreement, SPH shall not, from 1 March 2000 to 31 August 2001, use any SPH
Materials, or provide to any other party any SPH Materials, or licence or sub-licence all or any of
such, for the purpose of engaging in e-commerce development and content development activities
specified in the Licence Agreement (“Specified Activities”), on the condition that we launch each
Specified Activities by the date specified in the Licence Agreement. If SPH intends to engage in any
Specified Activities during the above period, it must inform us of that intention by written notice
(“SPH’s notice”). We may waive SPH’s undertaking as set out in the preceding sentence in relation
to that Specified Activities or we can inform SPH of our intention to launch that Specified Activities
within three months of SPH’s notice. If we are not able to do so within the said three months, SPH
shall no longer be bound by its undertaking in relation to that Specified Activities. In addition, in the
event that we intend to engage in any activity not specified under the Agreement (“Additional Activity”)
and have so notified SPH of such intention, the parties shall negotiate and agree upon an undertaking
from SPH similar to that set out above for a period of one year in respect of such activity, on the
condition that we launch such Additional Activity by a specified date agreed by the parties.
Our wholly-owned subsidiary, Zaobao.com Ltd, has also entered into similar Licence and Hosting
Agreements with SPH on 25 April 2000, effective on 1 May 2000, in relation to the hosting and
licensing of content from SPH’s Chinese newspapers.
Lease Agreement
INTERESTED PERSON TRANSACTIONS
Pursuant to an agreement (the “Lease Agreement”) dated 22 March 2000 between Singapore News
& Publications Limited (“SNPL”) and ourselves, SNPL agreed to lease parts of level 5 (the “Level 5
Lease”) and level 3 (the “Level 3 Lease”) of News Centre at 82 Genting Lane, Singapore 349567 to
us as our office space (collectively, the “Leases”).
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The Level 5 Lease is effective from 1 September 1999 and is for a period of two years. The aggregate
monthly rental payable on the first day of each calendar month by us for the Level 5 Lease is
$26,052.00. This is calculated on a $3.00 per square foot basis comprising a rental fee of $1.053
per square foot and a service charge of $1.947 per square foot. The office space under the Level 5
Lease has an area of 8,684 square foot.
The Level 3 Lease is effective from 1 January 2000 and is for a period of one year and eight
months. The aggregate monthly rental payable on the first day of each calendar month by us for the
Level 3 Lease is $7,728.00. This is calculated on the same basis as the Level 5 Lease. The office
space under the Level 3 Lease has an area of 2,576 square foot.
SNPL may re-enter and re-possess any of the premises under the Leases or any part thereof and
absolutely determine the tenancy if we (i) fail to pay the rent for 14 days after the rent becomes
payable; (ii) breach any of our covenants under the Lease Agreement; or (iii) enter into any composition
with our creditors or suffer any distress or execution to be levied on our goods or shall go into
liquidation (save for purposes of amalgamation or reconstruction). On the other hand, we may terminate
the Leases by giving SNPL a three-month notice in writing of our intention to do so.
SNPL is a wholly-owned subsidiary of SPH.
Memorandum of Understanding for Collaboration in Electronic Classified Advertisements
On 27 March 2000, we entered into a Memorandum of Understanding (“MOU”) with our shareholder,
SPH, whereby we set out our intention to collaborate with each other to, amongst others, (i) establish
state-of-the-art electronic classified advertisements to be accessible on our websites; (ii) enhance
classified advertisements so as to provide consumers with a seamless and convenient service; and
(iii) repackage classified advertisements with content and services from our websites to facilitate
completion of transactions.
We will provide the necessary technical resources and expertise to provide an electronic platform to
facilitate the above purposes while SPH will tap on its network of customers and its experience in
the procurement and administration of classified advertisement bookings.
The sharing of revenue resulting from this collaboration will be negotiated between ourselves and
SPH.
Media Representative Agreement
INTERESTED PERSON TRANSACTIONS
We have also entered into an advertising media representative agreement (“Media Representative
Agreement”) with SPH on 12 April 2000. Under the Media Representative Agreement, we appointed
SPH as our electronic advertisement media representative in Singapore on an exclusive basis and
in Asia (East of India) on a non-exclusive basis.
As consideration for this appointment, SPH shall be entitled to retain 35% of all advertising revenue
generated by it through the sale of our advertisements pursuant to the Media Representative
Agreement.
The Media Representative Agreement is for a period of 24 months and may, amongst others, be
terminated by 90 days’ written notice served by either ourselves or SPH.
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As at the date of this Prospectus, we have entered into advertising media representative agreements
with three other parties besides SPH. Under the terms of the advertising media representative
agreement with each of these parties, each of them act as our electronic advertisement sales
representatives in Hong Kong on a non-exclusive basis. As consideration for their respective
appointments, each of these advertising media representatives is entitled to retain 30% of all
advertising revenue generated by the respective representatives through the sale of our advertisements.
Each of these media representative agreement is for a period of 12 months and may, amongst
others, be terminated by 90 days’ written notice served by either ourselves or the respective
representatives.
SPH is entitled to retain 35% of all advertising revenue generated by it through the sale of our
advertisements while the other advertising media representatives are entitled to retain 30% because
SPH is our electronic advertisement media representative in Singapore on an exclusive basis (that
is, SPH does not act as the electronic advertisement media representative in Singapore for any
other Internet company besides us) for a period of 24 months while each of the other advertising
media representatives is our electronic advertisement media representative in Hong Kong on a nonexclusive
basis (that is, these representatives may be the electronic advertisement media
representative in Hong Kong for other Internet companies) for a period of 12 months.
Corporate Support Services
In addition, pursuant to a letter agreement dated 28 March 2000, SPH agreed to provide us with
corporate support services, namely corporate secretarial and legal services, human resource
administration, finance administration, office administrative services and Information Technology
services based on a charge of cost plus 10% uplift (excluding Good and Services Tax).
Such services will be provided on a “by request” basis for the period commencing 1 September to
31 August (except for the initial period which will commence on 1 April 2000) of each year. Unless
otherwise instructed by us, the agreement shall be renewed automatically.
Either SPH or ourselves may terminate the provision of the services by giving the other party three
months’ written notice.
Agreement with M1
We have also entered into an agreement (“M1 Agreement”) with M1 on 23 March 2000. Pursuant to
this M1 Agreement, we have agreed to provide, amongst others, information such as news headlines,
local and world news, stock prices, stock analyses and food guides to customers who subscribe to
M1’s mobile telephone and paging network system on a six-month trial basis. M1 shall promote and
market such services to its customers.
The M1 Agreement is effective from 1 April 2000 and is valid for six months. For the duration of the
M1 Agreement, we have agreed not to provide the same or similar services to other specified mobile
telephone/paging service providers which are or will be in direct competition with M1’s business.
Either M1 or ourselves may, amongst others, terminate the M1 Agreement by giving the other party
one month’s prior written notice.
As the M1 Agreement is to facilitate M1’s service on a trial basis, no compensation will be received
by us from M1. However, each party will bear its own costs for the transaction contemplated under
the M1 Agreement.
M1 is an associated company of SPH.
INTERESTED PERSON TRANSACTIONS
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Loans to Directors
We have granted loans to our Executive Directors to purchase cars and country club memberships,
the outstanding amount of which aggregated approximately $201,000 as at 1 May 2000.
We anticipate that we would, in the ordinary course of our business, enter into certain transactions
with our Interested Persons (as defined below). It is likely that such transactions will occur with some
degree of frequency and could arise at any time and from time to time. Such transactions include,
but are not limited to, the transactions described below.
Owing to the time-sensitive nature of commercial transactions, the Shareholders’ Mandate will enable
us, in our normal course of business, to enter into the categories of Interested Person Transactions
set out below with certain classes of Interested Persons, provided such Interested Person Transactions
are made at arm’s length and on normal commercial terms.
The Shareholders’ Mandate took effect from 8 May 2000 and shall apply in respect of the Interested
Party Transactions entered or to be entered into from and including that date to our next Annual
General Meeting. Thereafter, approval from our shareholders for a renewal of the Shareholders’
Mandate will be sought at each of our subsequent Annual General Meetings.
Classes of Interested Persons
The Shareholders’ Mandate will apply to the Interested Person Transactions which are carried out
with SPH and its subsidiaries (the “Interested Persons” and each an “Interested Person”).
Transactions with Interested Persons which do not fall within the ambit of the proposed Shareholders’
Mandate shall be subject to the relevant provisions of Chapter 9A of the Listing Manual. The
Shareholders’ Mandate will not apply to Interested Person Transactions with our Directors, Chief
Executive Officer(s) and their respective associates for which separate Shareholders’ approval will
be obtained if it becomes necessary to do so.
Interested Person Transactions
The Interested Person Transactions with the Interested Persons which will be covered by the
Shareholders’ Mandate and the benefits to be derived therefrom are set out below:-
(a) General Transactions
This category relates to general transactions (“General Transactions”) by us relating to the
provision to, or the obtaining from, Interested Persons of products and services in our normal
course of the business comprising in relation to the following:-
(i) advertisements on our websites;
(ii) online classified advertising services;
(iii) online shopping mall services;
(iv) products and services hosted on our websites or at another website referred by a banner
or hyperlink placed on our websites;
(v) sponsorship and promotions services;
SHAREHOLDERS’ MANDATE
(vi) electronic access to archives of newspapers and magazines;
(vii) exchange of online advertising space on our websites for reciprocal advertising space or
traffic on other websites, or for goods or services;
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(viii) technical and research resources and expertise;
(ix) editorial and creative resources and expertise;
(x) fulfilment and distribution services;
(xi) television and multimedia services;
(xii) advertisement space on SPH Group’s print media;
(xiii) media representative services;
(xiv) premises of the SPH Group;
(xv) customer database and profiles;
(xvi) hosting and licensing of content for SPH Group; and
(xvii) any other business which is related or ancillary to our business.
We can benefit from having access to competitive quotes from the different companies in similar
and different industries within the SPH Group in addition to obtaining quotes from, or transacting
with, non-Interested Persons.
(b) Treasury Transactions
Treasury transactions (“Treasury Transactions”) comprise:-
(i) the placement of funds with any Interested Person on a short-term and medium-term basis;
(ii) the borrowing of funds from any Interested Person on a short-term and medium-term basis;
(iii) the entry into with any Interested Person of forex, swap and option transactions for hedging
purposes; and
(iv) the subscription of debt securities issued by any Interested Person and the issue of debt
securities to any Interested Person and the buying from, or the selling to, any Interested
Person of debt securities.
We can benefit from competitive rates and quotes in an expedient manner on the placement of
funds with, borrowings from, the entry into forex, swap and option transactions with, and the
subscription and purchase of debt securities issued by, or the issue of debt securities to, any
Interested Person.
(c) Management and Support Services
SHAREHOLDERS’ MANDATE
We may, from time to time, seek management and support services from our Interested Persons
in the areas of finance, treasury, audit, investment risk review, governmental relations, business
development, management information systems, information technology support services and
resources, data centre services, human resources management and development, legal and
corporate secretarial matters and tax advisory services (“Management and Support Services”).
By having access to such management support, we will derive operational and financial leverage
in our dealings with third parties as well as benefit from the global network of our Interested
Persons.
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Review Procedures for Mandated Interested Person Transactions
We have implemented the following procedures to ensure that mandated Interested Person
Transactions are undertaken on an arm’s length basis and on normal commercial terms:-
(a) General Transactions
SHAREHOLDERS’ MANDATE
In general, there are procedures established by us to ensure that general mandated Interested
Persons Transactions with Interested Persons are undertaken on an arm’s length basis and on
normal commercial terms consistent with our usual business practices and policies, which are
generally no more favourable to the Interested Persons than those extended to unrelated third
parties.
Procedures relating to purchases from Interested Persons
Our Board of Directors will ensure that all future purchases from Interested Persons will be
conducted on an arm’s length basis by undertaking, inter alia, the following procedures:-
(i) a range of prices will be determined as the benchmark for Interested Person Transactions
by obtaining at least two other quotations from unrelated third parties, to the extent that
there are such quotations available from unrelated third parties;
(ii) where quotations cannot be obtained due to the specialty or confidentiality of services or
products or a consistent refusal/failure by unrelated third parties to provide such quotations,
a report supporting the recommended range of price margins will be prepared by the relevant
department and submitted to our Board of Directors for approval. The phrase “confidentiality
of services or products” refers to such services or products in respect of which we may be
under a duty of confidentiality not to disclose any details or specifications (either due to the
sensitive nature of the product or the market or otherwise). In such instances, it may not
be possible to procure price quotations for such products in the market;
(iii) should any future Interested Person Transactions be on less preferential terms then the
stipulated range of price margins, prior approval from our Board of Directors must be
obtained; and
(iv) the range of price margins will be reviewed by the Board of Directors annually or as and
when it is deemed necessary.
The purpose of obtaining at least two independent quotations referred to in paragraph (a)
above is to enable our Board of Directors to have access to an objective range of prices
available in the market which would be used as a benchmark for Interested Person Transactions
as pricing is not the sole determining factor in a commercial transaction and our Board of
Directors will need to take into consideration all relevant factors in determining the commercial
viability of the transaction. In such deliberations, the Directors have a duty at law to act in our
interest at all times. However, it must be noted that there are certain transactions whereby
competitive quotations cannot be obtained because SPH is the sole supplier of certain products
or services which we obtain from them. In the Board’s deliberation on such Interested Person
Transactions, the Director interested in the transaction (whether in his personal capacity or in
his capacity as representative of an interested person) will abstain from voting at such Directors’
meeting.
The following review and approval procedures have been established to monitor such purchases
from Interested Persons:-
(i) transactions in value less than 3% of the latest audited net tangible asset value of our
Company will be reviewed and approved by a senior member of our management team
designated for such purpose by our Chief Executive Officer (“CEO”);
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(ii) transactions in value equal to or exceeding 3% but less than 5% of the latest audited net
tangible asset value of our Company will be reviewed and approved by the CEO;
(iii) transactions in value equal to or exceeding 5% of the latest audited net tangible asset
value of our Company shall be reviewed and approved by the Audit Committee; and
(iv) where the aggregate value of all transactions with the same Interested Person in the current
financial year is equal to or exceeds 5% of the latest audited net tangible asset value of
our Company, the latest and all future transactions will be reviewed and approved by the
Audit Committee.
In the event that a member of the Audit Committee is interested in any Interested Person
Transaction, he will abstain from reviewing that particular transaction. Our Board of Directors
will also ensure that all disclosure requirements on Interested Person Transactions, including
those required by prevailing legislation, the SGX-ST Listing Manual and accounting standards,
are complied with.
Procedures relating to sales to Interested Persons
Our Board of Directors will ensure that all future sales to Interested Persons will be conducted
on an arm’s length basis by undertaking, inter alia, the following procedures:-
The sale processes for each Interested Person Transaction will be properly documented. The
following review and approval procedures have been established to monitor such sales to
Interested Persons:-
(i) transactions in value less than 3% of the latest audited net tangible asset value of our
Company will be reviewed and approved by a senior member of our management team
designated for such purpose by our Chief Executive Officer (“CEO”);
(ii) transactions in value equal to or exceeding 3% but less than 5% of the latest audited net
tangible asset value of our Company will be reviewed and approved by the CEO;
(iii) transactions in value equal to or exceeding 5% of the latest audited net tangible asset
value of our Company shall be reviewed and approved by the Audit Committee; and
(iv) where the aggregate value of all transactions with the same Interested Person in the current
financial year is equal to or exceeds 5% of the latest audited net tangible asset value of
our Company, the latest and all future transactions will be reviewed and approved by the
Audit Committee.
In the event that a member of the Audit Committee is interested in any Interested Person
Transaction, he will abstain from reviewing that particular transaction. Our Board of Directors
will also ensure that all disclosure requirements on Interested Person Transactions, including
those required by prevailing legislation, the SGX-ST Listing Manual and accounting standards,
are complied with.
(b) Treasury Transactions
Placements
SHAREHOLDERS’ MANDATE
In relation to the placement with any Interested Person of our funds, we will require that
quotations shall be obtained from such Interested Person and at least two of our principal
bankers for rates for deposits with such bankers of an equivalent amount, and for the equivalent
period, of the funds to be placed by us. We will only place our funds with such Interested
Person, provided that the interest rate quoted is not less than the highest of the rates quoted
by such principal bankers.
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Borrowings
In relation to the borrowing of funds from any Interested Person by us, we will require that
quotations shall be obtained from such Interested Person and at least two of our principal
bankers for rates for loans from such bankers of an equivalent amount, and for the equivalent
period, of the funds to be borrowed. We will only borrow funds from such Interested Person,
provided that the interest rate quoted is not more than the lowest of the rates quoted by such
principal bankers.
Forex, Swaps and Options
In relation to forex, swap and option transactions with any Interested Person, we will require
that rate quotations shall be obtained from such Interested Person and at least two of our
principal bankers. We will only enter into such forex, swap or option transactions with such
Interested Person provided that such rates quoted are no less favourable than the rates quoted
by such bankers.
Debt Securities
In relation to the subscription of debt securities issued by, or the purchase of debt securities
from, Interested Persons, we will only enter into the subscription or purchase of such debt
securities issued provided that the price(s) at which we subscribe for or purchase such debt
securities will not be higher than the price(s) at which such debt securities are subscribed for
or purchased by third parties.
In relation to the issue or sale to Interested Persons of debt securities, we will only issue or
sell such debt securities to Interested Persons provided that the price(s) at which we issue or
sell such debt securities will not be lower than the price(s) at which such debt securities are
issued or sold to third parties.
In addition, we will monitor the Treasury Transactions entered into by us as follows:-
Placements and Debt Securities
Where the aggregate value of funds placed with, and debt securities subscribed which are
issued by, and debt securities which are purchased from, or are issued or sold to, the same
Interested Person (as such term is construed under Chapter 9A of the Listing Manual) shall at
any time exceed an amount equivalent to our consolidated shareholders’ funds (based on our
latest consolidated audited financial statements), each subsequent placement of funds with, or
subscription of debt securities issued by, purchase of debt securities from, and issue or sale of
debt securities to, the same Interested Person shall require the prior approval of the Audit
Committee.
Placements of funds with, subscription of debt securities issued by, purchase of debt securities
from, and issue or sale of debt securities to, the same Interested Person which do not in the
aggregate exceed the limit set out above will not require the prior approval of the Audit Committee
but shall be reviewed on a half-yearly basis by the Audit Committee.
Forex, Swaps and Options
SHAREHOLDERS’ MANDATE
Where the aggregate of the principal amount of all forex, swap and option transactions entered
into with the same Interested Person exceeds at any one time the equivalent of our consolidated
shareholders’ funds (based on our latest consolidated audited financial statements), each
subsequent forex, swap and option transaction entered into with the same Interested Person
shall require the prior approval of the Audit Committee.
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Entry into of forex, swap and option transactions with the same Interested Person where the
principal amount thereof does not in the aggregate exceed the limit set out above will not
require the prior approval of the Audit Committee but shall be reviewed on a half-yearly basis
by the Audit Committee.
(c) Management and Support Services
Our Audit Committee will satisfy itself that the costs for any Management and Support Services
provided by any Interested Person shall be on an arm’s length and normal commercial basis
(taking into consideration, inter alia, a range of prices determined as the benchmark for such
support service by obtaining at least two other quotations from unrelated third parties, to the
extent that there are such quotations available from unrelated third parties) and in accordance
with any formula for such cost recovery agreed with such Interested Person.
We will maintain a register to record all Interested Person Transactions (and the basis including
the quotations obtained to support such basis, on which they are entered into) which are entered
into pursuant to the Shareholders’ Mandate. The annual internal audit plan shall incorporate a
review of all Interested Person Transactions entered into pursuant to the Shareholders’ Mandate.
Our Board and Audit Committee shall review the internal audit reports to ascertain that the
guidelines and procedures established to monitor Interested Person Transactions have been
complied with. In addition, our Audit Committee shall also review from time to time such guidelines
and procedures to determine if they are adequate and/or commercially practicable in ensuring
that transactions between ourselves and the Interested Persons are conducted at arm’s length
and on normal commercial terms. Further, if during these periodic reviews by the Audit
Committee, the Audit Committee is of the view that the guidelines and procedures as stated
above are not sufficient to ensure that these Interested Person Transactions will be on our
normal commercial terms and will not be prejudicial to Shareholders, we will revert to
Shareholders for a fresh mandate based on new guidelines and procedures for transactions
with Interested Persons.
Our Board and the Audit Committee shall have overall responsibility for the determination of
the review procedures with the authority to sub-delegate to individuals or committees within the
Company as they deem appropriate. If a member of the Board or the Audit Committee has an
interest in the transaction to be reviewed by the Board or the Audit Committee as the case may
be, he will abstain from any decision making by the Board or the Audit Committee in respect of
that transaction.
Benefit to Shareholders
SHAREHOLDERS’ MANDATE
The Shareholders’ Mandate and the renewal of the Shareholders’ Mandate on an annual basis
eliminated the need to convene separate general meetings from time to time to seek
shareholders’ approval as and when potential Interested Person Transactions with a specific
class of Interested Persons arise, thereby reducing substantially administrative time and expenses
in convening such meetings, without compromising the corporate objectives and adversely
affecting the business opportunities available to us.
The Shareholders’ Mandate is intended to facilitate transactions in our normal course of business
which are transacted from time to time with the specified classes of Interested Persons, provided
that they are carried out at arm’s length and on our normal commercial terms and are not
prejudicial to Shareholders.
Disclosure will be made in our annual report of the aggregate value of Interested Person
Transactions conducted pursuant to the Shareholders’ Mandate during the current financial
year, and in the annual reports for the subsequent financial years during which a Shareholders’
Mandate is in force.
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SPH
Our substantial shareholder, SPH, carries on the business of publishing, printing and distributing
newspapers and magazines. SPH was formed in 1984 through the merger of three publicly listed
publishing companies, namely The Straits Times Press (1975) Limited, Times Publishing Berhad
(which was demerged in October 1988) and Singapore News & Publications Limited.
Presently, SPH does not have an interest in any business competing with us in respect of our portal.
However, it has interests in several companies which engage in publishing newspapers and/or
magazines, namely:
• Hipro Printing Pte Ltd;
• Times Periodicals Private Limited;
• Focus Publishing Ltd;
• Lianhe Publishing Pte Ltd;
• Asia Century Publishing Pte Ltd;
• Business Day Company Limited; and
• Citta Bella Sdn Bhd.
To date, the aforementioned companies, other than Times Periodicals Private Limited (which is a
merchant on our Shop@AsiaOne website) and Lianhe Publishing Pte Ltd (which intends to host its
Citta Bella magazine on Zaobao.com), have not engaged in any businesses relating to the Internet,
and are unlikely to do so in the foreseeable future. However, should these companies decide to use
the Internet as a means of publishing their content, this would constitute competition and a conflict
of interest would arise.
Our arrangements with SPH to provide content and create traffic are non-exclusive and SPH may
offer content through other portals whether owned by it or third parties. The availability of SPH
content on other portals or Internet platforms would constitute a conflict of interest and could adversely
affect our business.
SPH has undertaken not to compete with us on activities specified in the Licence Agreement until 31
August 2001. In the future, SPH may be a competitor in some or all of our areas of business, which
may have a material adverse effect on our business.
Collaboration between SPH and ourselves
We may from time to time collaborate with SPH in our business. In such event, we will comply with
the procedure set out in the “Shareholders’ Mandate” section of this Prospectus.
SPHMM
POTENTIAL CONFLICTS OF INTEREST
SPHMM, a wholly-owned subsidiary of SPH, has invested in various companies which may be in
businesses we have invested in or may invest in due course. The following are some of the companies
in which SPHMM has interests as at 31 March 2000:
• 9,091 shares representing less than 2% of the issued and paid-up share capital of The Fantastic
Corporation, a Swiss corporation which is a global provider of end-to-end broadband multimedia
solutions. The Fantastic Corporation is our joint venture partner in FantasticOne Pte Ltd;
• 156,500 preference shares of par value $0.01 each representing 13.9% of the issued and paidup
share capital of Buzzcity Pte Ltd, which provides free web-site tracking service to help users
keep abreast of any changes in their favourite sites;
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• 312,500 preference shares of par value $0.01 each representing 14.1% of the issued and paidup
share capital of Commontown Private Limited, which develops an Internet application allowing
its users to fully utilise the power of the Internet with minimal fuss by linking people from
different walks of life together through a Virtual Online Community;
• 391,055 membership units representing 0.6% of the issued share capital of AsiaCommerce
LLC; and
• 49,000,035 shares of par value $1.00 each representing 35% of the issued share capital of
M1.
As disclosed in the “Business – Expansion Plans” section of this Prospectus, we are currently working
with M1 on a trial WAP portal service in Singapore for M1 mobile phone subscribers. We intend to
further expand the range of WAP portal service in the future to include mobile commerce (mcommerce)
and auctions applications.
Save as disclosed, and to the best of our knowledge and belief, the businesses of these companies
(in which SPHMM has an interest) may not compete directly with our business at present. To the
extent that our investment strategy overlaps with the SPH Group’s investments and/or should these
companies enter into competing businesses in the future, a conflict of interest may arise.
DIRECTORS’ COMPETING INTERESTS
POTENTIAL CONFLICTS OF INTEREST
Mr Wong Yuen Weng Ernest is a director of ASEAN Fund Limited, ASEAN Supreme Fund Ltd, EDB
Investments Pte Ltd, Media Corporation of Singapore Pte Ltd, PLE Investment Pte Ltd, United
International Securities Ltd, UOB Venture Investments Ltd and UOB Venture Investments II Ltd.
These companies may have businesses or investments in companies that compete with us. Mr
Wong will take steps to ensure that he does not participate in our decision making process in the
event of a possible conflict of interest.
Mr Low Huan Ping is a director of M1, Buzzcity Pte Ltd and Commontown Private Limited, and Mr
Tan Teck Huat is an alternate director in these three companies. Mr Low is a director of SPHMM. In
addition, Mr Tan is a director of SPHMM and Vertex Asia Limited. Vertex Asia Limited has investments
in companies that compete with us, but Mr Tan is not involved in the day to day management of
Vertex Asia Limited. Although the businesses of the other companies (namely M1, Buzzcity Pte Ltd,
Commontown Private Limited and SPHMM) do not compete directly with our business at present,
they may do so in the future and a conflict of interest may arise on the part of our two Directors. In
the event of a potential conflict of interest, Mr Low and Mr Tan will take steps to ensure that they do
not participate in the decision making process of these companies where it relates to such competing
businesses.
Mr Koh Boon Hwee is a director of AceFusion.com Pte Ltd, Ezyhealth Asia-Pacific Pte Ltd,
Hongkong.com Corporation, Inquisitive Mind Pte Ltd, MediaRing.com Ltd, Singapore
Telecommunications Ltd and Sinohome.com. These companies may have businesses or investments
in companies that compete with us. Mr Koh will take steps to ensure that he does not participate in
our decision making process in the event of a possible conflict of interest.
Professor Eddie Kuo Chen-Yu is a director of Singapore Broadcasting Authority (“SBA”), which
regulates Internet content in Singapore. Where there is any dealing between our Company and SBA,
Mr Kuo will take steps to ensure that he does not participate in any decision making in relation to
any such transaction.
Mr Teo Ming Kian is the Executive Chairman of the NSTB and the Chairman of Singapore Technologies
Pte Ltd. From time to time, NSTB may be approached by various companies (including such companies
that compete with us) for advice and support. In addition, NSTB and Singapore Technologies Pte Ltd
may have investments in companies that compete with us. Mr Teo will take steps to ensure that he
does not participate in our decision making process in the event of a possible conflict of interest.
114

POTENTIAL CONFLICTS OF INTEREST
Mr Tjong Yik Min is the Group President of SPH and participates in the key decision making process
of the SPH Group. Mr Tjong is a director of M1. Although the businesses of the SPH Group (excluding
our Group) and M1 do not currently compete directly with our business, they may do so in the future
and a conflict of interest may arise on the part of Mr Tjong. In such event, Mr Tjong will take steps
to ensure that he does not participate in our decision making process where it relates to such
competing businesses.
To the best of our knowledge and belief, save as disclosed in this Prospectus, there are no other
foreseeable potential conflicts of interest.
115

23 May 2000
The Shareholders
SPH AsiaOne Ltd
82 Genting Lane
News Centre
Singapore 349567
Dear Sirs
This report has been prepared for inclusion in the prospectus (the “Prospectus”) of SPH AsiaOne Ltd
(the “Company”) to be dated 13 May 2000 in connection with the Invitation in respect of 148,000,000
Shares of par value $0.05 each in the capital of our Company.
On behalf of the Directors of our Company, I report that, having made due inquiry in relation to the
period between 29 February 2000, the date to which the last audited financial statements of our
Company and its subsidiary were made up, and the date hereof, being a date not earlier than 14
days before the issue of the Prospectus:-
(a) the business of our Company and its subsidiary has, in the opinion of the Directors, been
satisfactorily maintained;
(b) in the opinion of the Directors, save as disclosed in the “Financial Statements” section of the
Prospectus, no circumstances have arisen since 29 February 2000, the date to which the last
audited financial statements for our Company and its subsidiary were made up which would
adversely affect the trading or the value of the assets of our Company or any of its subsidiary;
(c) the current assets of our Company and its subsidiary appear in the books at values which are
believed to be realisable in the ordinary course of business;
(d) no contingent liabilities have arisen by reason of any guarantees given by our Company or its
subsidiary; and
(e) save as disclosed in the “Financial Statements” section of the Prospectus, there has been no
change in the published reserves or any unusual factors affecting the profits of our Company
and its subsidiary since 29 February 2000, the date to which the last audited financial statements
of our Company and its subsidiary were made up.
Yours faithfully
For and on behalf of
The Board of Directors
SPH AsiaOne Ltd
Low Huan Ping
Chief Executive Officer
DIRECTORS’ REPORT
116

May 23, 2000
REPORT OF THE FINANCIAL INDEPENDENT STATEMENTS PUBLIC ACCOUNTANTS
The Board of Directors
SPH AsiaOne Ltd
82 Genting Lane
News Centre
Singapore 349567
Dear Sirs
We have audited the accompanying financial statements of SPH AsiaOne Ltd (the “Company”),
comprising the proforma balance sheets, profit and loss accounts, statements of changes in
shareholders’ equity and cash flows for the financial years ended August 31, 1997, 1998, 1999 and
the period from September 1, 1999 to November 30, 1999 and the notes thereto, and the balance
sheet as at February 29, 2000 and profit and loss accounts, statements of changes in shareholders’
equity and cash flows for the period from July 23, 1999 to February 29, 2000 and the notes thereto.
These financial statements are the responsibility of the Company’s directors. Our responsibility is to
express an opinion on these financial statements of the Company based on our audits.
We conducted our audits in accordance with Singapore Standards on Auditing. Those Standards
require that we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the directors, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion,
(i) the above-mentioned proforma financial statements of the Company, expressed in Singapore
dollars, present fairly, in all material respects, the proforma financial position of the Company
as at August 31, 1997, 1998, 1999 and November 30, 1999, and of the proforma results of the
Company and its proforma changes in shareholders’ equity and cash flows for the financial
years ended August 31, 1997, 1998, 1999 and the period from September 1, 1999 to November
30, 1999, in accordance with the bases set out in Note 2 to the financial statements and in
accordance with Singapore Statements of Accounting Standard; and
(ii) the above-mentioned financial statements of the Company, expressed in Singapore dollars,
present fairly, in all material respects, the financial position of the Company as at February 29,
2000, and of the results of the Company and its changes in shareholders’ equity and cash
flows for the period from July 23, 1999 to February 29, 2000, in accordance with Singapore
Statements of Accounting Standard.
Yours faithfully
ERNST & YOUNG
Certified Public Accountants
(Partner: Kevin Kwok)
Singapore
117
10 Collyer Quay
#21-01 Ocean Building
Singapore 049315
Mail Address:
Robinson Road P O Box 384
Singapore 900734
Telephone: 5357777
Fax: 5327662

FINANCIAL STATEMENTS
Profit and Loss Accounts for the financial years ended August 31, 1997, 1998 and
1999 and for the six-month periods ended February 28, 1999 and February 29, 2000
118
Proforma Company
(A) (B) (A) + (B)
Six- Sixmonth
September July month
period 1, 1999 23, 1999 period
Financial year ended to to ended
ended August 31, February November February February
(All figures in Note 1997 1998 1999 28, 1999 30, 1999 29, 2000 29, 2000
thousands) S$ S$ S$ S$
(unaudited)
S$ S$ S$
Revenue 4 3,260 4,178 4,116 1,701 1,022 1,767 2,789
Cost of revenue 5 (2,614) (2,053) (2,752) (1,352) (480) (1,876) (2,356)
Gross profit (loss) 646 2,125 1,364 349 542 (109) 433
Operating expenses 6 (1,380) (1,418) (1,902) (1,046) (422) (2,170) (2,592)
Operating profit (loss) (734) 707 (538) (697) 120 (2,279) (2,159)
Other income
Interest income 7 — — — — — 18 18
— — — — — 18 18
Profit (loss) before
income tax (734) 707 (538) (697) 120 (2,261) (2,141)
Income tax 9 — — — — — — —
Net profit (loss) for the
period transferred to
accumulated losses (734) 707 (538) (697) 120 (2,261) (2,141)
Net earnings (loss) per
share (in cents) 10 NM NM NM NM NM (2.261) (2.141)
Proforma net earnings
(loss) per share (in cents) 10 (0.073) 0.071 (0.054) (0.070) 0.012 (0.226) (0.214)
The profit and loss accounts for the six-month period ended February 29, 2000 comprise:
(A) the proforma profit and loss accounts of the Company from September 1, 1999 to November 30, 1999 (effective date
of the Business Transfer Agreement); and
(B) the profit and loss accounts of the Company for the period from July 23, 1999 (date of incorporation) to February 29,
2000.
NM - not meaningful
The accompanying notes form an integral part of the financial statements.

FINANCIAL STATEMENTS
Balance Sheets as at August 31, 1997, 1998, 1999, November 30, 1999 and February
29, 2000
119
Proforma Company
November February
August 31, 30, 29,
(All figures in thousands) Note 1997 1998 1999 1999 2000
Assets
Current assets
S$ S$ S$ S$ S$
Cash and bank balances — 126 413 149 26
Time deposits — — — — 3,500
Trade debtors 11 568 571 874 157 898
Accrued revenue — 205 220 — 305
Other debtors
Due from holding company and
80 45 90 37 231
related company 12 — — — — 579
Total current assets 648 947 1,597 343 5,539
Other assets
Fixed assets 13 1,652 1,632 1,689 1,820 4,200
Other non-current assets 92 15 1 166 —
Total other assets 1,744 1,647 1,690 1,986 4,200
Total assets 2,392 2,594 3,287 2,329 9,739
Liabilities and
shareholders’ equity
Current liabilities
Trade creditors
Due to holding company and
14 1,325 1,284 594 1 1,976
related company 12 6,373 5,909 7,830 7,345 24
Total liabilities 7,698 7,193 8,424 7,346 2,000
Shareholders’ equity
Share capital 15 — — — — 10,000 1
Accumulated losses (5,306) (4,599) (5,137) (5,017) (2,261)
Total shareholders’ equity (5,306) (4,599) (5,137) (5,017) 7,739
Total liabilities and
shareholders’ equity 2,392 2,594 3,287 2,329 9,739
Note:
1 On March 15, 2000, the issued share capital was increased to S$50,000,000. (Refer to note 21 to the financial
statements)
On April 4, 2000, the authorised share capital of 1,000,000,000 ordinary shares of S$0.10 each and the issued
share capital of 500,000,000 ordinary shares of S$0.10 each were sub-divided into 2,000,000,000 and 1,000,000,000
ordinary shares of S$0.05 each respectively. (Refer to note 21 to the financial statements)
The accompanying notes form an integral part of the financial statements.

FINANCIAL STATEMENTS
Statement of Changes in Shareholders’ Equity for the financial years ended August
31, 1997, 1998 and 1999 and for the six-month period ended February 29, 2000
Total
Share Retained shareholders’
(All figures in thousands) capital earnings equity
S$ S$ S$
Balance at September 1, 1996 — (4,572) (4,572)
Net loss for the financial year — (734) (734)
Balance at August 31, 1997 — (5,306) (5,306)
Net profit for the financial year — 707 707
Balance at August 31, 1998 — (4,599) (4,599)
Net loss for the financial year — (538) (538)
Balance at August 31, 1999 — (5,137) (5,137)
Net profit for the period — 120 120
Balance at November 30, 1999
Adjustment for prior years’ losses
— (5,017) (5,017)
absorbed by holding company — 5,017 5,017
Net loss for the period — (2,261) (2,261)
Issue of shares 10,000 — 10,000
Balance at February 29, 2000 10,000 (2,261) 7,739
120

FINANCIAL STATEMENTS
Statements of Cash Flows for the financial years ended August 31, 1997, 1998 and
1999 and for the six-month periods ended February 28, 1999 and February 29, 2000
121
Proforma Company
(A) (B) (A) + (B)
Six- Sixmonth
September July month
period 1, 1999 23, 1999 period
Financial year ended to to ended
ended August 31, February November February February
(All figures in 1997 1998 1999 28, 1999 30, 1999 29, 2000 29, 2000
thousands) S$ S$ S$ S$
(unaudited)
S$ S$ S$
Cash flows from operating
activities
Profit (loss) before income tax
Adjustments for:
(734) 707 (538) (697) 120 (2,261) (2,141)
Interest income — — — — — (18) (18)
Depreciation of fixed assets 860 264 325 147 155 192 347
Cash generated from operations
before reinvestment in working
capital
Decrease (increase) in trade
126 971 (213) (550) 275 (2,087) (1,812)
debtors and other debtors
Net increase in amounts
due from holding company and
(416) (96) (349) 92 825 (1,434) (609)
related company
(Decrease) increase in trade
— — — — — (555) (555)
creditors and other creditors 73 (41) (690) (1,015) (593) 1,976 1,383
Net cash provided by (used in)
operating activities (217) 834 (1,252) (1,473) 507 (2,100) (1,593)
Cash flows from investing
activities
Purchases of fixed assets (1,952) (244) (382) (237) (286) (4,392) (4,678)
Interest received — — — — — 18 18
Net cash used in investing
activities (1,952) (244) (382) (237) (286) (4,374) (4,660)

FINANCIAL STATEMENTS
Statements of Cash Flows for the financial years ended August 31, 1997, 1998 and
1999 and for the six-month periods ended February 28, 1999 and February 29, 2000
(cont’d)
122
Proforma Company
(A) (B) (A) + (B)
Six- Sixmonth
September July month
period 1, 1999 23, 1999 period
Financial year ended to to ended
ended August 31, February November February February
(All figures in 1997 1998 1999 28, 1999 30, 1999 29, 2000 29, 2000
thousands) S$ S$ S$ S$
(unaudited)
S$ S$ S$
Cash flows from financing
activities
Increase (decrease) in amounts
due to holding company
Proceeds from issue of
2,169 (464) 1,921 1,806 (485) — (485)
share capital — — — — — 10,000 10,000
Net cash from (used in)
financing activities 2,169 (464) 1,921 1,806 (485) 10,000 9,515
Net increase (decrease) in cash
and cash equivalents — 126 287 96 (264) 3,526 3,262
Cash retained by SPH
Cash and cash equivalents at
beginning of financial year or
— — — — — — (149)
period — — 126 126 413 — 413
Cash and cash equivalents at
end of financial year or
period (Note 16) — 126 413 222 149 3,526 3,526
The statements of cash flows for the six-month period ended February 29, 2000 comprise:
(A) the proforma cash flows of the Company from September 1, 1999 to November 30, 1999 (effective date of the Business
Transfer Agreement); and
(B) the cash flows of the Company for the period from July 23, 1999 (date of incorporation) to February 29, 2000.
The accompanying notes form an integral part of the financial statements.

Notes to the Financial Statements
1. General
FINANCIAL STATEMENTS
The Company was incorporated on July 23, 1999 as a private limited company in Singapore,
under the name of SPH.com Pte Ltd. The Company changed its name on August 25, 1999 to
AsiaOne Internet Pte Ltd and on December 16, 1999 to SPH AsiaOne Pte Ltd. On February 8,
2000, the Company was converted into a public limited company and changed its name to
SPH AsiaOne Ltd.
The Company acquired the business of the Multimedia division of Singapore Press Holdings
Limited (“SPH”) under a Business Transfer Agreement dated November 25, 1999. The effective
date for the transfer of business was November 30, 1999.
The Company is a subsidiary of SPH. Related companies in these financial statements refer to
members of the group of companies controlled by SPH.
The principal activities of the Company are the operation of portal sites and the provision of
advertising, content and audiotex services.
There have been no significant changes in the nature of these activities during the period
covered by this report.
Ernst & Young has been the auditors of the Company since the date of incorporation of the
Company. No audited financial statements of the Company have been prepared for any period
subsequent to February 29, 2000.
2. Basis of preparation of the proforma financial statements
The objective of the Company’s proforma financial statements is to show what the historical
information might have been, had the Company been in existence from the beginning of the
period covered in this report. However, the proforma financial statements are not necessarily
indicative of the operations or the related effects on the financial position that would have been
attained if the Company actually existed at the beginning of the period covered in this report.
Prior to the incorporation of the Company, it operated as the Multimedia division of its holding
company, SPH. In the preparation of the proforma financial information, the financial statements
of the Multimedia division of SPH (prior to the transfer of business to the Company under the
Business Transfer Agreement effected November 30, 1999) were presented as if it had operated
as a separate legal entity since the beginning of the period covered in this report. As the
financial information of the Multimedia division and the other divisions of SPH were prepared
on an integrated basis, the management has applied various assumptions and estimations in
the segregation of the financial information of the Multimedia division.
The proforma financial statements for the period covered in this report have been prepared on
the following bases:
(a) Profit and loss accounts
(i) Revenue
The revenue for the period covered in this report was separately identified by means
of the relevant divisional coding within SPH’s accounting systems. To the best of the
knowledge and belief of the directors, there was no revenue-sharing between the
Multimedia division and other divisions of SPH.
123

FINANCIAL STATEMENTS
2. Basis of preparation of the proforma financial statements (cont’d)
(ii) Cost of revenue
The cost of revenue comprises principally of staff costs and depreciation of fixed assets.
Staff costs attributable to the Multimedia division were identified on the basis of the
personnel employed in the Multimedia division. Depreciation charges were computed
based on the fixed assets identified under paragraph 2(b)(iv) below.
(iii) Operating expenses
During the period covered in this report, the Multimedia division utilised certain internal
management and administrative resources shared by all divisions in SPH. The proforma
financial information includes an allocation of such central overhead costs based on
an estimated time spent on its affairs by management and administrative resources of
SPH. In respect of accommodation-related costs, allocation was based on the estimated
floor-area occupied by the Multimedia division.
(iv) Other income
During the period covered in this report, SPH received grants from the Economic
Development Board of Singapore and the National Computer Board for the development
of the AsiaOne websites and SingaporeConnect respectively. Accordingly, the grants
received were directly attributed to the Multimedia division.
(v) Interest expense
During the period covered in this report, the Multimedia division utilised funds from
SPH for its operations. Interest was not imposed or attributed in respect of these
borrowings.
(vi) Income tax
There was no income tax charge for the Multimedia division as it was assessed for tax
as an integral part of SPH. The income tax charge of SPH was not attributed to the
proforma financial statements because the Multimedia division had incurred cumulative
net losses.
(b) Balance sheets
(i) Cash and bank balances
Cash and bank balances refers to SPH’s bank accounts which were used solely by
the Multimedia division.
(ii) Trade debtors
Trade debtors were attributed to the Multimedia division by specific identification of
SPH’s trade debtors.
(iii) Other debtors
Other debtors mainly relate to staff and car loans. These were identified by reference
to the relevant personnel who were employed in the Multimedia division.
124

(iv) Fixed assets
FINANCIAL STATEMENTS
2. Basis of preparation of the proforma financial statements (cont’d)
Fixed assets are attributed to those assets employed by the Multimedia division and
also by reference to the assets transferred to the Company under the Business Transfer
Agreement dated November 25, 1999.
(v) Trade creditors
Trade creditors mainly relate to accruals for staff related costs such as bonus, salary
and central provident fund contributions. These accruals were identified by reference to
the relevant personnel who were employed in the Multimedia division.
(vi) Due to holding company
Due to holding company represents the net funding provided by SPH, and is a balancing
figure in the Company’s proforma balance sheets.
(c) Statement of Changes in Shareholders’ Equity
The accumulated losses of the Multimedia division prior to the transfer of the business to
the Company are taken as having been absorbed by the holding company, SPH.
(d) Statements of Cash Flows
The statements of cash flows have been prepared using the indirect method. Accordingly,
these statements are derived from the proforma profit and loss accounts and balance
sheets prepared on the basis set out in paragraphs 2(a) and 2(b) above.
(e) For the convenience of the reader, the Company’s unaudited profit and loss accounts and
cash flows for the six-month period ended February 28, 1999 have been included for
comparative purposes.
3. Significant accounting policies
(a) Basis of accounting
The proforma financial statements of the Company, expressed in Singapore dollars, are
prepared under the historical cost convention and in accordance with Singapore Statements
of Accounting Standard.
(b) Basis of consolidation
The consolidated financial statements include the financial statements of the Company and
its subsidiaries made up to the end of the financial year. The results of the subsidiaries
acquired or disposed during the year are included in or excluded from the consolidated
profit and loss account from the date of their acquisition or disposal. Inter-company balances
and transactions are eliminated on consolidation and the consolidated financial statements
reflect external transactions only.
125

3. Significant accounting policies (cont’d)
(c) Exchange translation difference
FINANCIAL STATEMENTS
On consolidation of foreign entities, the assets and liabilities are converted into Singapore
dollars at the rate of exchange closely approximating to those ruling at the balance sheet
date and the profit and loss accounts are converted into Singapore dollars at the rates of
exchange ruling during the year. Exchange translation difference is reported as a separate
component of the shareholders’ interests.
Exchange differences arising on monetary items that, in substance, form part of the Group’s
or the Company’s net investment in foreign entities are taken to the exchange translation
difference account until the disposal of the net investments, at which time they will be
recognised as income or expenses in the profit and loss accounts.
(d) Goodwill on consolidation
Goodwill on consolidation, representing the difference between the cost of acquisition of a
subsidiary or an associate over the fair value of net assets acquired, is amortised on a
straight-line basis in the consolidated profit and loss accounts over its estimated useful life,
subject to an annual impairment review.
(e) Deferred income tax
Provision is made under the liability method on significant timing differences between the
accounting and taxation treatment of relevant items at the current rate of tax. In accounting
for timing differences, deferred tax debits are not recognised unless there is a reasonable
expectation of their realisation.
(f) Fixed assets
(i) Fixed assets are stated at cost less accumulated depreciation.
(ii) Depreciation is calculated to write off the cost on a straight-line basis over the expected
useful lives of the assets. The estimated useful lives for this purpose are:
Computer equipment and software — 3 to 5 years
Office equipment — 5 to 10 years
Furniture and fittings — 10 years
Plant and equipment — 5 years
(iii) The carrying amount of fixed assets is written down when the recoverable amount of
fixed assets has decreased below the carrying amount. The recoverable amount is the
amount expected to be recovered from the future use of an asset, including its residual
value on disposal.
(g) Subsidiaries
Interests in subsidiaries are included in the financial statements at cost and provision is
made for diminution in value which is other than temporary.
(h) Joint ventures
The Company’s interests in jointly controlled entities are stated at cost and provision is
made for diminution in value which is other than temporary. The Company’s share of results
of the joint controlled entities is equity accounted in the consolidated financial statements.
126

3. Significant accounting policies (cont’d)
(i) Associates
FINANCIAL STATEMENTS
These are companies (not being subsidiaries) in which the Group has a substantial interest
of not less than 20% of the equity and in whose financial and operating policy decisions
the Group exercises significant influence.
The Group’s share of the results of associates is included in the consolidated profit and
loss accounts. The Group’s share of the post-acquisition retained profits and reserves or
accumulated losses of associates is added to or deducted from the cost of these investments
in the consolidated balance sheet.
In the Company’s balance sheet, investments in associates are stated at cost and provision
is made for diminution in value which is other than temporary.
(j) Investments
Long-term investments are stated at cost. Where cost of these investments exceeds market
value, provision is made for diminution in value which is other than temporary on an individual
basis.
Profit or loss on sale of investments is recognised on completion of sale.
(k) Debtors
Bad debts are written off and specific provision is made for those debts considered to be
doubtful. In addition, a general provision is made on the balance of trade debtors to cover
any unexpected losses which have not been specifically identified.
(l) Foreign currencies
Monetary assets and liabilities expressed in foreign currencies are converted to Singapore
dollars at the rates of exchange closely approximating to those ruling at the balance sheet
date. Transactions during the year are converted to Singapore dollars at rates of exchange
ruling on the transaction dates. Differences in exchange are included in the profit and loss
accounts.
(m) Revenue recognition
Revenue is recognised on an accrual basis when it is probable that the economic benefits
will flow to the Company and when the revenue can be measured reliably, provided that no
significant Company obligations remain, on the following bases:
(i) Content service fees are derived from services for providing customers with content
and information. Content services are recognised when services are provided;
(ii) Advertising service fees are derived from the sale of banner advertisements and
sponsorships pursuant to which the Company delivers advertising for a fee on the
Company’s websites. Revenue from advertising is recognised on an accrual basis in
the period in which the advertisement is displayed or over the straight-line basis over
the term of the contract; and
(iii) Audiotex service fees are derived for providing information via “1900” and “1800”
telephone services. Audiotex service fees are recognised when services are rendered.
127

3. Significant accounting policies (cont’d)
(n) Government grants
FINANCIAL STATEMENTS
Grants related to fixed assets are presented in the balance sheet by setting up the grant
as deferred income which is recognised in the profit and loss account as “Grant Income”
on a systematic and rational basis over the useful life of the assets.
Grants related to project costs other than fixed assets are presented in the balance sheet
as deferred income which is recognised in the profit and loss account as “Grant Income” to
match with the related project costs charged to the profit and loss account.
Grants related to other operating expenses are offset in reporting the related expenses.
These grants are recognised upon approval from the relevant government body administering
the grant.
(o) Website/portal development costs
Cost incurred in the development of new websites/portals and enhancement of existing
websites/portals, including costs incurred in the development and enhancement of contents
are capitalised and amortised over their estimated useful lives, subject to an annual
impairment review.
(p) Cash and cash equivalents
Cash and cash equivalents include bank balances and time deposits.
(q) Segmental reporting
The Company operates in Singapore in one business segment, that of portal sites services
involving advertising, content and audiotex services.
4. Revenue
Revenue represents advertising, content, audiotex and other services rendered. It excludes
dividends and interest income. Revenue is analysed as follows:
128
Proforma Company
(A) (B) (A) + (B)
Six- Sixmonth
September July month
period 1, 1999 23, 1999 period
Financial year ended to to ended
ended August 31, February November February February
(All figures in 1997 1998 1999 28, 1999 30, 1999 29, 2000 29, 2000
thousands) S$ S$ S$ S$
(unaudited)
S$ S$ S$
Content and other services 830 1,413 1,741 584 131 887 1,018
Advertising services 1,116 1,383 1,079 561 338 338 676
Audiotex services 1,314 1,382 1,296 556 553 542 1,095
3,260 4,178 4,116 1,701 1,022 1,767 2,789

4. Revenue (cont’d)
FINANCIAL STATEMENTS
Had the Hosting Agreements discussed in note 17 to the financial statements been in place at
the beginning of the period covered by this report, the revenue would have been as follows:
129
Proforma Company
(A) (B) (A) + (B)
Six- Sixmonth
September July month
period 1, 1999 23, 1999 period
Financial year ended to to ended
ended August 31, February November February February
(All figures in 1997 1998 1999 28, 1999 30, 1999 29, 2000 29, 2000
thousands) S$ S$ S$ S$
(unaudited)
S$ S$ S$
Revenue as above 3,260 4,178 4,116 1,701 1,022 1,767 2,789
Hosting services 240 240 240 120 60 60 120
5. Cost of revenue
3,500 4,418 4,356 1,821 1,082 1,827 2,909
Proforma Company
(A) (B) (A) + (B)
Six- Sixmonth
September July month
period 1, 1999 23, 1999 period
Financial year ended to to ended
ended August 31, February November February February
(All figures in 1997 1998 1999 28, 1999 30, 1999 29, 2000 29, 2000
thousands) S$ S$ S$ S$
(unaudited)
S$ S$ S$
Cost of revenue consists of:
Staff costs 3,028 2,642 2,489 1,270 325 1,612 1,937
Depreciation 860 264 325 147 155 192 347
Other publication cost 146 116 34 31 — 72 72
4,034 3,022 2,848 1,448 480 1,876 2,356
Less:
Grant income (note 8) (1,420) (969) (96) (96) — — —
2,614 2,053 2,752 1,352 480 1,876 2,356

5. Cost of revenue (cont’d)
FINANCIAL STATEMENTS
Had the License Agreements discussed in note 17 to the financial statements been in place at
the beginning of the period covered by this report, the cost of revenue would have been as
follows:
130
Proforma Company
(A) (B) (A) + (B)
Six- Sixmonth
September July month
period 1, 1999 23, 1999 period
Financial year ended to to ended
ended August 31, February November February February
(All figures in 1997 1998 1999 28, 1999 30, 1999 29, 2000 29, 2000
thousands) S$ S$ S$ S$
(unaudited)
S$ S$ S$
Cost of revenue as above 2,614 2,053 2,752 1,352 480 1,876 2,356
Licence fee 229 404 485 167 66 212 278
6. Operating expenses
2,843 2,457 3,237 1,519 546 2,088 2,634
Proforma Company
(A) (B) (A) + (B)
Six- Sixmonth
September July month
period 1, 1999 23, 1999 period
Financial year ended to to ended
ended August 31, February November February February
(All figures in 1997 1998 1999 28, 1999 30, 1999 29, 2000 29, 2000
thousands) S$ S$ S$ S$
(unaudited)
S$ S$ S$
Advertising and promotion 100 131 498 416 6 671 677
Communication lines 61 180 169 83 106 79 185
Legal costs
Software/hardware
73 90 160 119 29 234 263
maintenance 283 342 370 70 165 140 305
Premises cost 245 222 220 125 17 117 134
Telephone & telexes 207 173 180 80 30 24 54
Management fee — — — — — 465 465
Printing & stationeries 55 43 21 12 5 10 15
Trademarks written off — — — — — 166 166
Provision for doubtful debts — — — — — 27 27
Others 356 237 284 141 64 237 301
1,380 1,418 1,902 1,046 422 2,170 2,592
The operating expenses for the period from July 23, 1999 to February 29, 2000 incorporate a
management fee charged by the holding company to the Company after its incorporation. Had
the same management fee structure been in place since the beginning of the period covered in
this report, the operating expenses for the financial years ended August 31, 1997, 1998 and
1999 and for the six-month period ended February 28, 1999 would have increased by S$634,000,
S$691,000, S$711,000 and S$356,000 respectively.

7. Interest income
FINANCIAL STATEMENTS
131
Proforma Company
(A) (B) (A) + (B)
Six- Sixmonth
September July month
period 1, 1999 23, 1999 period
Financial year ended to to ended
ended August 31, February November February February
(All figures in 1997 1998 1999 28, 1999 30, 1999 29, 2000 29, 2000
thousands) S$ S$ S$ S$
(unaudited)
S$ S$ S$
Short-term deposits placed
with bank — — — — — 18 18
8. Grant income
Grant income refers to grants received from the Economic Development Board of Singapore
and the National Computer Board, for the development of the AsiaOne websites and
SingaporeConnect respectively.
9. Income tax
There was no income tax charge for the Company as it was operating at a tax loss position for
the period under review.
10. Net earnings (loss) per share
Net earnings (loss) per share is calculated by dividing the net profit (loss) for the financial year/
period attributable to ordinary shareholders by the Company’s share capital during each period
of 100,000,000 shares of S$0.10 each.
Proforma net earnings (loss) per share is calculated by dividing the net profit (loss) for the
financial year/period attributable to ordinary shareholders by the proforma share capital during
each period of 1,000,000,000 shares of S$0.05 each taking into account the Company’s share
issue on March 15, 2000 and share split on April 4, 2000 (see note 21).
The following reflects the profit (loss) and share data used in the net earnings (loss) per share
and proforma net earnings (loss) per share computations for the financial years ended August
31, 1997, 1998 and 1999 and the six-month period ended February 29, 2000.

10. Net earnings (loss) per share (cont’d)
FINANCIAL STATEMENTS
132
Proforma Company
(A) (B) (A) + (B)
Six- Sixmonth
September July month
period 1, 1999 23, 1999 period
Financial year ended to to ended
ended August 31, February November February February
(All figures in 1997 1998 1999 28, 1999 30, 1999 29, 2000 29, 2000
thousands) S$ S$ S$ S$
(unaudited)
S$ S$ S$
Net profit (loss) for the
financial year/period (734) 707 (538) (697) 120 (2,261) (2,141)
Actual number of issued
ordinary shares applicable
to net earnings (loss) per
share — — — — — 100,000 100,000
Proforma number of
issued shares applicable
to net earnings (loss)
per share 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000
11. Trade debtors
Proforma Company
November February
As at August 31, 30, 29,
1997 1998 1999 1999 2000
(All figures in thousands) S$ S$ S$ S$ S$
Trade debtors are stated after deducting
provision for doubtful debts of — — — — 27
Analysis of the movements in provision
for doubtful debts:
Balance at beginning of financial year/period — — — — —
Charged to profit and loss accounts — — — — 27
Balance at end of financial year/period — — — — 27

FINANCIAL STATEMENTS
12. Due (to) from holding company and related company
133
Proforma Company
November February
As at August 31, 30, 29,
1997 1998 1999 1999 2000
(All figures in thousands) S$ S$ S$ S$ S$
Amount due (to) from holding company (6,373) (5,909) (7,830) (7,345) 579
Amount due to other related company — — — — (24)
(6,373) (5,909) (7,830) (7,345) 555
The amounts as at August 31, 1997, 1998 and 1999 and November 30, 1999 consist mainly of
interest-free cash advances for working capital requirements. These advances are unsecured
and have no fixed terms of repayment.
The amount due from the holding company as at February 29, 2000 relates to trade debts
collected by the holding company on behalf of the Company. The amount due to other related
company is for rental of premises.
13. Fixed assets
Proforma
Furniture Capital
(All figures in Mainframe Personal Office and work-inthousands)
computers computers equipment fittings progress Total
S$ S$ S$ S$ S$ S$
As at August 31, 1997
Cost:
Balance at beginning of
financial year 120 484 93 2 14 713
Transfers 33 442 2,154 80 — 2,709
Additions
Balance at end of
221 250 3 2 829 1,305
financial year 374 1,176 2,250 84 843 4,727
Accumulated depreciation:
Balance at beginning of
financial year 41 101 11 — — 153
Transfers
Charge for the financial
31 383 1,597 51 — 2,062
year
Balance at end of
109 487 243 21 — 860
financial year 181 971 1,851 72 — 3,075
Net book value:
Balance at end of
financial year 193 205 399 12 843 1,652

13. Fixed assets (cont’d)
FINANCIAL STATEMENTS
Furniture Capital
(All figures in Mainframe Personal Office and work-inthousands)
computers computers equipment fittings progress Total
S$ S$ S$ S$ S$ S$
As at August 31, 1998
Cost:
Balance at beginning of
financial year 374 1,176 2,250 84 843 4,727
Transfers (37) (431) 355 (13) — (126)
Additions
Balance at end of
9 84 47 — 86 226
financial year 346 829 2,652 71 929 4,827
Accumulated depreciation:
Balance at beginning of
financial year 181 971 1,851 72 — 3,075
Transfers
Charge for the financial
(37) (409) 315 (13) — (144)
year
Balance at end of
50 45 170 (1) — 264
financial year 194 607 2,336 58 — 3,195
Net book value:
Balance at end of
financial year 152 222 316 13 929 1,632
As at August 31, 1999
Cost:
Balance at beginning of
financial year 346 829 2,652 71 929 4,827
Transfers (6) 87 (5) 177 — 253
Additions — 846 1 — (633) 214
Disposals
Balance at end of
(4) (19) (4) — — (27)
financial year 336 1,743 2,644 248 296 5,267
Accumulated depreciation:
Balance at beginning of
financial year 194 607 2,336 58 — 3,195
Transfers
Charge for the financial
(5) 85 (3) 8 — 85
year 52 168 91 14 — 325
Disposals
Balance at end of
(4) (19) (4) — — (27)
financial year 237 841 2,420 80 — 3,578
Net book value:
Balance at end of
financial year 99 902 224 168 296 1,689
134

13. Fixed assets (cont’d)
FINANCIAL STATEMENTS
Furniture Capital
(All figures in Mainframe Personal Office and work-inthousands)
computers computers equipment fittings progress Total
S$ S$ S$ S$ S$ S$
As at November 30, 1999
Cost:
Balance at beginning of
period 336 1,743 2,644 248 296 5,267
Transfers — — — — (104) (104)
Additions 1 384 4 1 — 390
Balance at end of period 337 2,127 2,648 249 192 5,553
Accumulated depreciation:
Balance at beginning of
period 237 841 2,420 80 — 3,578
Transfers — — — — — —
Charge for the period 13 113 24 5 — 155
Balance at end of period 250 954 2,444 85 — 3,733
Net book value:
Balance at end of period 87 1,173 204 164 192 1,820
Company
As at February 29, 2000
Cost:
Balance at beginning of
period
Transfer from Multimedia
— — — — — —
division 337 2,127 2,648 249 192 5,553
Additions — 669 1 — 1,902 2,572
Balance at end of period 337 2,796 2,649 249 2,094 8,125
Accumulated depreciation:
Balance at beginning of
period
Transfer from Multimedia
— — — — — —
division 250 954 2,444 85 — 3,733
Charge for the period 12 152 23 5 — 192
Balance at end of period 262 1,106 2,467 90 — 3,925
Net book value:
Balance at end of period 75 1,690 182 159 2,094 4,200
Capital work-in-progress comprises of computer hardware, software and portal development costs.
135

14. Trade creditors
FINANCIAL STATEMENTS
136
Proforma Company
November February
As at August 31, 30, 29,
1997 1998 1999 1999 2000
(All figures in thousands) S$ S$ S$ S$ S$
Third parties
Accruals
2 — 56 1 1,199
Staff related costs 1,323 1,284 538 — 577
Legal costs — — — — 200
15. Share capital
1,325 1,284 594 1 1,976
Proforma Company
November February
As at August 31, 30, 29,
1997 1998 1999 1999 2000
S$’000 S$’000 S$’000 S$’000 S$’000
Issued and fully paid:
100,000,000 ordinary shares
of S$0.10 each fully paid — — — — 10,000
Company
February 29,
2000
S$
Authorised:
1,000,000,000 ordinary shares of S$0.10 each 100,000,000
Issued and fully paid up:
2 ordinary shares of S$1.00 each on incorporation 2
9,999,998 ordinary shares of S$1.00 each at par for cash to
increase working capital 9,999,998
10,000,000 1
Sub-division of 10,000,000 ordinary shares of S$1.00 each
into 100,000,000 ordinary shares of S$0.10 each 10,000,000 1
Note:
1 On March 15, 2000, the issued share capital was increased to S$50,000,000. (Refer to note 21 to the financial
statements)
On April 4, 2000, the authorised share capital of 1,000,000,000 ordinary shares of S$0.10 each and the issued
share capital of 500,000,000 ordinary shares of S$0.10 each were sub-divided into 2,000,000,000 and 1,000,000,000
ordinary shares of S$0.05 each respectively. (Refer to note 21 to the financial statements)

16. Cash and cash equivalents
FINANCIAL STATEMENTS
Cash and cash equivalents included in the statements of cash flows comprise the following
balance sheet amounts:
137
Proforma Company
November February
As at August 31, 30, 29,
1997 1998 1999 1999 2000
(All figures in thousands) S$ S$ S$ S$ S$
Cash and bank balances — 126 413 149 26
Time deposit — — — — 3,500
17. Significant related party transactions
— 126 413 149 3,526
The following are transactions entered into by the Company with related parties at rates agreed
between both parties:
Proforma Company
(A) (B) (A) + (B)
Six- Sixmonth
September July month
period 1, 1999 23, 1999 period
Financial year ended to to ended
ended August 31, February November February February
(All figures in 1997 1998 1999 28, 1999 30, 1999 29, 2000 29, 2000
thousands) S$ S$ S$ S$
(unaudited)
S$ S$ S$
Sales to holding company — — — — — 24 24
Sales to related company — — — — — 1 1
Expenses:
Services rendered by
related companies
— Premises cost 245 222 220 125 17 117 134
— Recruitment charge — — — — — 89 89
— Business promotions
Management fee to
— — 443 4 — 29 29
holding company — — — — — 465 465
On April 11, 2000, the Company entered into a hosting agreement (“Hosting Agreement”) with
its holding company, SPH. Pursuant to which the Company agreed to host, amongst other
things, such news, articles, text, photographs, cartoons, graphics, advertisements and other
items and materials written or authored by employees of SPH or other third parties and published
or designated for publication by SPH (“SPH Materials”) on its websites. In addition, the Company
agreed to perform related services such as the transfer and updating of the SPH Materials on
its websites and the conversion of the SPH Materials to Hypertext Mark-up language code
when requested by SPH.

FINANCIAL STATEMENTS
17. Significant related party transactions (cont’d)
SPH shall pay the Company a fee of S$10,000 a month for the above services rendered and
the obligations performed and undertaken by the Company under the Hosting Agreement.
Contemporaneous with the execution of the Hosting Agreement, the Company also entered
into a licence agreement (“Licence Agreement”) with SPH on April 25, 2000. Under the Licence
Agreement, SPH agreed to grant the Company the world-wide non-exclusive rights and licenses,
to, amongst other things, reproduce, publish, broadcast, adapt and generally use the SPH
Materials (the “Content Licensing Rights”) and the relevant intellectual property rights (“Trade
Mark Rights”) including without limitation to SPH’s mastheads, trade marks and domain names.
The Company is also granted the right to sub-license the Content Licensing Rights to any of its
wholly-owned subsidiaries (other than Zaobao.com Ltd) and any third party subject to the terms
and conditions of the Licence Agreement.
In consideration for the grant of the Licensing rights and the right to sub-license the Content
Licensing Rights to its wholly-owned subsidiaries, the Company shall pay SPH an annual royalty
of 5% for the first S$50,000,000 in gross revenue net of agreed deductions accruing to the
Company, 4% for the next S$50,000,000 in gross revenue net of agreed deductions accruing
to the Company, and 3% for gross revenue net of agreed deductions more than S$100,000,000
accruing to the Company from any sub-licensing of the Content Licensing Rights.
In consideration for the grant of the right to sub-license the Content Licensing Rights to parties
(other than its wholly-owned subsidiaries), the Company shall pay SPH a percentage of the
gross revenue accrued to the Company from each commercial rental arrangement with the
sub-licensee net of agreed deductions. Where the sub-licensee is a related entity, the percentage
payable will be agreed with SPH. Where the sub-licensee is not a related entity, the percentage
payable will be 30% of the gross revenue net of agreed deductions.
On April 25, 2000, the Company’s subsidiary, Zaobao.com Ltd also entered into similar Hosting
and License Agreements with SPH, effective on May 1, 2000, in relation to the hosting and
licensing of content from SPH’s Chinese newspapers.
The financial effects had the Hosting Agreements and the License Agreements been in place at
the beginning of the period covered by the report are discussed under notes 4 and 5 to the
financial statements.
18. Capital commitments
(a) The Company has the following commitments for capital expenditure which have not been
provided for in the financial statements:
138
Proforma Company
As at August 31,
As at
February 29,
(All figures in thousands) 1997 1998 1999 2000
Capital expenditure:
S$ S$ S$ S$
Authorised and contracted for 231 241 9 3,017
Authorised but not contracted for — — — 676
231 241 9 3,693

18. Capital commitments (cont’d)
FINANCIAL STATEMENTS
(b) The Company leases two buildings. The leases of the buildings expire on August 31, 2001
and March 31, 2002. The leases contain provisions for rental adjustments and the future
minimum lease payments are as follows:
139
Proforma Company
As at
As at August 31, February 29,
(All figures in thousands) 1997 1998 1999 2000
S$ S$ S$ S$
Within one financial year — — — 465
After one financial year but not more than
five financial years — — — 317
More than five financial years — — — —
— — — 782
(c) As disclosed in note 21 to the financial statements, the Company entered into various joint
venture agreements and a subscription agreement subsequent to the year end. Pursuant
to these agreements, the Company is committed to invest S$9,975,000 in these investments.
19. Contingent liabilities
There were no contingent liabilities at the end of each of the periods covered under this report.
20. Dividends
There were no dividends paid or proposed for the periods covered in this report.
21. Subsequent events
(a) Joint venture - AsiaOne Reckon Pte Ltd
On February 29, 2000, the Company entered into a conditional joint venture agreement
with Reckon Online Holdings Pty Ltd.
(b) Joint venture - FantasticOne (Asia Pacific) Pte Ltd
Pursuant to a joint venture agreement entered into by the Company with The Fantastic
Corporation on March 22, 2000, the Company acquired a 40% interest in a joint venture
company, FantasticOne (Asia Pacific) Pte Ltd.
(c) Strategic Investment - Asianbourses.com Pte Ltd
Pursuant to a subscription agreement dated February 21, 2000 entered into by the Company
with Asianbourses.com Pte Ltd on March 2, 2000, the Company invested S$6.38 million in
Asianbourses.com Pte Ltd representing 20% of the issued and paid-up capital of
Asianbourses.com Pte Ltd.
(d) Zaobao.com Ltd
The Company incorporated a wholly-owned subsidiary, Zaobao.com Ltd on April 12, 2000
with an authorised share capital of S$10 million and an issued share capital of S$2
comprising of 10 million and 2 ordinary shares of S$1 each respectively.

21. Subsequent events (cont’d)
(e) Share capital
FINANCIAL STATEMENTS
On March 15, 2000, the Company’s issued share capital was increased to 500,000,000
ordinary shares of S$0.10 through the issue of 400,000,000 ordinary shares of S$0.10
each at par for cash to provide additional working capital. These shares ranked pari passu
with the existing issued shares of the Company.
On April 4, 2000, the Company sub-divided its existing authorised share capital of
1,000,000,000 ordinary shares of S$0.10 each to 2,000,000,000 ordinary shares of S$0.05
each and its issue share capital of 500,000,000 ordinary shares of S$0.10 each to
1,000,000,000 ordinary shares of par value S$0.05 each.
(f) Share Option Schemes
(i) AsiaOne Pre-IPO Share Option Scheme
On March 1, 2000 (“Adoption Date”), the Company adopted a share option scheme
(the “AsiaOne Pre-IPO Share Option Scheme”). Amongst other terms and conditions,
the scheme provides for the issuance of up to 10% of the Company’s total issued
share capital or such other percentage as may be allowed by the Singapore Exchange
Securities Trading Limited (“SGX-ST”) from time to time.
The scheme is administered by the Share Option Committee which has the discretion
over the granting of options, including the number of options granted (“Pre-IPO Option”)
to individual employees.
No Pre-IPO Option may be exercisable prior to the date on which the Company’s
ordinary shares are listed on the Main Board of the SGX-ST (“Listing Date”). Options
granted under the AsiaOne Pre-IPO Share Option Scheme will be exercisable
commencing on or after the date falling the sixth month from the Listing Date. In the
event that the Listing Date does not occur on or before the second anniversary of the
Adoption Date (the “Long-Stop Date”), all Pre-IPO Options granted prior to the Long-
Stop Date shall be automatically cancelled on and with effect from the Long-Stop
Date.
Under the scheme, options issued shall terminate on the Listing Date or the Long-
Stop Date, whichever is the earlier. The exercise price to be paid for each ordinary
share on exercise of a Pre-IPO Option shall be the price determined to be the fair
market value (the “Fair Market Value”) of each ordinary share (as determined by an
independent merchant bank appointed by the Share Option Committee) as at the date
of grant of that Pre-IPO Option. The Company is not allowed to grant Pre-IPO Options
whose exercise prices are at a discount to the Fair Market Value of its ordinary shares.
(ii) AsiaOne Post-IPO Share Option Scheme
On May 8, 2000, the Company adopted a share option scheme that will be implemented
following the close of the Company’s initial public offering (the “AsiaOne (2000) Post-
IPO Share Option Scheme”). Amongst other terms and conditions, the scheme provides
for the issuance of up to 15% of the Company’s total issued share capital or such
other percentage as may be allowed by the SGX-ST from time to time.
The scheme is administered by the Share Option Committee which has the discretion
over the granting of options, including the number of options granted (“Post-IPO Option”)
to individual employees.
140

21. Subsequent events (cont’d)
FINANCIAL STATEMENTS
The exercise period for the Post-IPO Option granted to the Company’s employees
(excluding non-executive directors and associates), commences on the first anniversary
of the date the Post-IPO Option is granted and expires on the tenth anniversary of
such date. In the case of a Post-IPO Option granted to the Company’s non-executive
directors or associates, the exercise period commences on the first anniversary of the
date the Post-IPO Option is granted and expires on the fifth anniversary of such date.
Under the scheme, options issued will have a term no longer than 10 years from the
date on which the scheme was adopted. The exercise price to be paid for each ordinary
share on exercise of a Post-IPO Option shall be the prevailing market price of the
Company’s ordinary shares based on the average of the last dealt price per ordinary
share as indicated in the daily official list or any other publication published by the
SGX-ST for the five consecutive trading days immediately preceding the date of grant
of that Post-IPO Option. The Company is not allowed to grant Post-IPO Options whose
exercise prices are at a discount to the prevailing market price of its ordinary shares.
(g) Extraordinary general meeting
At an extraordinary general meeting (“EGM”) held on May 8, 2000, the Company’s
shareholder approved the following:-
(i) the adoption of a new set of Articles of Association of the Company;
(ii) the issue of the 148,000,000 new ordinary shares which is the subject of the Invitation
as well as the issue of up to 22,200,000 new ordinary shares pursuant to the overallotment
option granted to the Manager of the Invitation. The new ordinary shares,
when issued and fully paid, will rank pari passu in all respects with the existing issued
and fully paid shares;
(iii) the AsiaOne (2000) Post-IPO Share Option Scheme;
(iv) that authority be given pursuant to Section 161 of the Companies Act to the Company’s
Directors to allot and issue shares in the Company (whether by way of rights, bonus
issue or otherwise) at any time and upon such terms and conditions and for such
purposes and to such persons as the Directors shall in their absolute discretion deem
fit, provided that the aggregate number of shares to be issued pursuant to such authority
shall not exceed 50 per cent. of the issued share capital of the Company immediately
prior to the proposed issue and that the aggregate number of shares to be issued
other than on a pro-rata basis to the then existing shareholders of the Company shall
not exceed 20 per cent. of the issued share capital of the Company immediately prior
to the proposed issue, and, unless revoked or varied by the Company in general
meeting, such authority shall continue in full force until the conclusion of the next
Annual General Meeting of the Company or the date by which the next Annual General
Meeting of the Company is required by law to be held, whichever is earlier; and
(v) shareholders’ mandate for interested party transactions.
141

GENERAL AND STATUTORY INFORMATION
INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS
1. The name, age, address and principal occupation of each of the Directors and Executive Officers
of our Company are set out on pages 88 and 91 of this Prospectus.
2. The present and past directorships (held in the five years preceding the date of this Prospectus)
of each of the Directors, other than those held in our Company, are set out on pages 93 to 96
of this Prospectus.
3. The present and past directorships (held in the five years preceding the date of this Prospectus)
of the Executive Officers are set out on page 96 of this Prospectus.
4. None of the Directors and Executive Officers has any family relationship with one another or
with the substantial shareholder of our Company.
5. Save as disclosed below, none of the Directors or Executive Officers is or was involved in any
of the following events:-
(i) a petition in the last 10 years under any bankruptcy laws filed in any jurisdiction against
him or any partnership in which he was a partner or any corporation of which he was a
director or an executive officer;
(ii) unsatisfied judgements outstanding against him;
(iii) a conviction of any offence, in Singapore or elsewhere, involving fraud or dishonesty
punishable with imprisonment for three months or more, or charged for violation of any
securities laws or any such pending criminal proceeding against him;
(iv) a conviction of any offence, in Singapore or elsewhere, involving a breach of any securities
or financial market laws, rules or regulations;
(v) the subject of judgement in any civil proceeding in Singapore or elsewhere in the last 10
years involving fraud, misrepresentation or dishonesty or any such pending civil proceeding
against him;
(vi) a conviction in Singapore or elsewhere of any offence in connection with the formation or
management of any corporation;
(vii) disqualification from acting as a director of any company, or from taking part in any way
directly or indirectly in the management of any company;
(viii) the subject of any order, judgement or ruling of any court of competent jurisdiction, tribunal
or governmental body permanently or temporarily enjoining him from engaging in any type
of business practice or activity; and
(ix) the management or conduct of affairs of any company or partnership which has been
investigated by an inspector appointed under the provisions of the Companies Act, or other
securities enactment or by any other regulatory body in connection with any matter involving
the company or partnership occurring or arising during the period when he was so concerned
with the company or partnership.
Mr Low Huan Ping was a director, and Mr Tan Teck Huat was an alternate director to Mr Low,
of each of Solar River Investment Limited and Video Post Limited, which are incorporated in
Hong Kong, and these companies are in the process of a voluntary winding-up. Mr Koh Boon
Hwee was a director of Aims Lab Pte Ltd, International Telecommunication Asia (1993) Pte Ltd,
Porchester Pte Ltd and Profit Kingdom International Ltd, which are in the process of liquidation.
142

GENERAL AND STATUTORY INFORMATION
6. No remuneration and emoluments were paid by us to any of our Directors for services rendered
in all capacities to the Group for FY1999. For FY2000, the estimated aggregate remuneration
and emoluments payable to the Directors under the arrangements in force at the date of this
Prospectus, is estimated to be approximately $641,000. In addition, we granted loans to our
Executive Directors to purchase cars and country club memberships, the outstanding amount
of which aggregated approximately $201,000 as at 1 May 2000.
7. There are no existing or proposed service contracts between the Executive Directors or Executive
Officers and our Company or its subsidiary.
8. Save as disclosed on page 99 of this Prospectus, no option to subscribe for shares in, or
debentures of, our Company or its subsidiary has been granted to, or has been exercised by,
any of the Directors or Executive Officers within the two years preceding the date of this
Prospectus.
9. None of the Directors is interested, directly or indirectly, in the promotion of, or in any property
or assets which have, within the two years preceding the date of this Prospectus, been acquired
by or disposed of by or leased to our Company or its subsidiary, or are proposed to be acquired
or disposed of by or leased to our Company or its subsidiary.
10. Save as disclosed in the “Potential Conflicts of Interest” section of this Prospectus, none of the
Directors, Executive Officers or substantial shareholder of our Company has any interest, direct
or indirect, in any business carrying on a similar trade as our Company or its subsidiary.
11. None of the Directors has any interest in any existing contract or arrangement which is significant
in relation to the business of the Group taken as a whole.
12. There is no shareholding qualification for Directors in the Articles of Association of our Company.
13. The interests of the Directors and the substantial shareholder of our Company in the Shares as
at the date of this Prospectus, as recorded in the Register of Directors’ Shareholdings and the
Register of Substantial Shareholders maintained under the provisions of the Companies Act,
are as follows:-
Number of
Shares which
Number of the Directors
Shares and
registered in substantial
the names of shareholders
Directors and are deemed
substantial to have an
shareholders % interest %
Directors — — — —
Substantial shareholder
SPH 1,000,000,000 100 — —
Prior to our initial public offering, we were wholly-owned by SPH since our incorporation. The
Shares held by SPH carry the same voting rights as the New Shares.
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GENERAL AND STATUTORY INFORMATION
14. No sum or benefit has been paid or has been agreed to be paid to any Director or expert, or
to any firm in which such Director or expert is a partner or any corporation in which such
Director or expert holds shares or debentures, in cash or shares or otherwise, by any person
to induce him to become, or to qualify him as, a Director, or otherwise for services rendered by
him or by such firm or corporation in connection with the promotion or formation of our Company.
SHARE CAPITAL
15. As at the date of this Prospectus, there is only one class of shares in the capital of our
Company. There are no founder, management or deferred shares. The rights and privileges
attached to the Shares are stated in the Articles of Association of our Company. Pursuant to
our Articles of Association, there is no limitation on the rights to own securities in our Company.
As there is only one class of shares in the capital of our Company, the Shares held by our
parent company, SPH, carry the same voting rights as the Shares held by other shareholders.
16. Save as disclosed in the “General Information on our Group – Share Capital” section of this
Prospectus, there were no changes in the issued and paid-up share capital of our Company
and its subsidiary within the two years preceding the date of this Prospectus.
17. Save as disclosed in the “General Information on our Group – Share Capital” section of this
Prospectus, no shares in, or debentures of, our Company or its subsidiary have been issued,
or are proposed to be issued, as fully or partly paid for cash or for a consideration other than
cash, within the two years preceding the date of this Prospectus.
18. Save as disclosed in the “Directors, Senior Management and Staff – Share Option Schemes”
section of this Prospectus, no person has been, or is entitled to be, granted an option to
subscribe for shares in, or debentures of, our Company or its subsidiary.
ARTICLES OF ASSOCIATION
19. (a) The following provision in the Articles of Association of our Company relates to restrictions
on the transferability of shares and the voting rights of members of our Company:-
Article 38
(A) There shall be no restriction on the transfer of fully paid up shares (except where
required by law, the listing rules of any Stock Exchange upon which the shares of the
Company may be listed or the rules and/or bye-laws governing any Stock Exchange
upon which the shares of the Company may be listed) but the Directors may in their
discretion decline to register any transfer of shares upon which the Company has a
lien and in the case of shares not fully paid up, may refuse to register a transfer to a
transferee of whom they do not approve Provided always that in the event of the
Directors refusing to register a transfer of shares, they shall within one month beginning
with the day on which the application for a transfer of shares was made, serve a
notice in writing to the applicant stating the facts which are considered to justify the
refusal as required by the Statutes.
(B) The Directors may in their sole discretion refuse to register any instrument of transfer
of shares unless:
(a) all or any part of the stamp duty (if any) payable on each share certificate and
such fee not exceeding $2 as the Directors may from time to time require pursuant
to Article 41, is paid to the Company in respect thereof;
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GENERAL AND STATUTORY INFORMATION
(b) the instrument of transfer is deposited at the Office or at such other place (if any)
as the Directors may appoint accompanied by the certificates of the shares to
which it relates, and such other evidence as the Directors may reasonably require
to show the right of the transferor to make the transfer and, if the instrument of
transfer is executed by some other person on his behalf, the authority of the person
so to do;
(c) the instrument of transfer is in respect of only one class of shares; and
(d) the amount of the proper duty with which each share certificate to be issued in
consequence of the registration of such transfer is chargeable under any law for
the time being in force relating to stamps is tendered.
Article 61
At any General Meeting, a resolution put to the vote of the meeting shall be decided on a
show of hands unless a poll is (before or on the declaration of the result of the show of
hands) demanded by:
(a) the chairman of the meeting; or
(b) not less than two members present in person or by proxy and entitled to vote; or
(c) a member present in person or by proxy and representing not less than one-tenth of
the total voting rights of all the members having the right to vote at the meeting; or
(d) a member present in person or by proxy and holding shares in the Company conferring
a right to vote at the meeting and being shares on which an aggregate sum has been
paid up equal to not less than one-tenth of the total sum paid on all the shares conferring
that right,
Provided always that no poll shall be demanded on the choice of a chairman or on a
question of adjournment.
Article 63
In the case of an equality of votes, whether on a show of hands or on a poll, the chairman
of the meeting at which the show of hands takes place or at which the poll is demanded
shall be entitled to a casting vote.
Article 65
Subject and without prejudice to any special privileges or restrictions as to voting for the
time being attached to any special class of shares for the time being forming part of the
capital of the company, each member entitled to vote may vote in person or by proxy. On
a show of hands, every member who is present in person or by proxy shall have one vote
and on a poll, every member who is present in person or by proxy shall have one vote for
every share which he holds or represents. For the purpose of determining the number of
votes which a member, being a Depositor, or his proxy may cast at any General Meeting
on a poll, the reference to shares held or represented shall, in relation to shares of that
Depositor, be the number of shares entered against his name in the Depository Register
as at forty-eight hours before the time of the relevant General Meeting as certified by the
Depository to the Company.
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Article 66
GENERAL AND STATUTORY INFORMATION
In the case of joint holders of a share, the vote of the senior who tenders a vote, whether
in person or by proxy, shall be accepted to the exclusion of the votes of the other joint
holders and for this purpose, seniority shall be determined by the order in which the names
stand in the Register of Members or (as the case may be) the Depository Register in
respect of the share.
Article 67
Where in Singapore or elsewhere, a receiver or other person (by whatever name called)
has been appointed by any court claiming jurisdiction in that behalf to exercise powers with
respect to the property or affairs of any member on the ground (however formulated) of
mental disorder, the Directors may in their absolute discretion, upon or subject to production
of such evidence of the appointment as the Directors may require, permit such receiver or
other person on behalf of such member to vote in person or by proxy at any General
Meeting or to exercise any other right conferred by membership in relation to meetings of
the Company.
Article 68
No member shall, unless the Directors otherwise determine, be entitled in respect of shares
held by him to vote at a General Meeting either personally or by proxy or to exercise any
other right conferred by membership in relation to meetings of the Company if any call or
other sum presently payable by him to the Company in respect of such shares remains
unpaid.
Article 69
No objection shall be raised as to the admissibility of any vote except at the meeting or
adjourned meeting at which the vote objected to is or may be given or tendered and every
vote not disallowed at such meeting shall be valid for all purposes. Any such objection
shall be referred to the chairman of the meeting whose decision shall be final and conclusive.
Article 70
On a poll, votes may be given personally or by proxy and a person entitled to more than
one vote need not use all his votes or cast all the votes he uses in the same way.
Article 71
(A) A member may appoint not more than two proxies to attend and vote at the same
General Meeting Provided that if the member is a Depositor, the Company shall be
entitled and bound:
(a) to reject any instrument of proxy lodged if the Depositor is not shown to have any
shares entered against his name in the Depository Register as at forty-eight hours
before the time of the relevant General Meeting as certified by the Depository to
the Company; and
(b) to accept as the maximum number of votes which in aggregate the proxy or proxies
appointed by the Depositor is or are able to cast on a poll a number which is the
number of shares entered against the name of that Depositor in the Depository
Register as at forty-eight hours before the time of the relevant General Meeting as
certified by the Depository to the Company, whether that number is greater or
smaller than the number specified in any instrument of proxy executed by or on
behalf of that Depositor.
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GENERAL AND STATUTORY INFORMATION
(B) The Company shall be entitled and bound, in determining rights to vote and other
matters in respect of a completed instrument of proxy submitted to it, to have regard
to the instructions (if any) given by and the notes (if any) set out in the instrument of
proxy.
(C) In any case where a form of proxy appoints more than one proxy, the proportion of the
shareholding concerned to be represented by each proxy shall be specified in the form
of proxy.
(D) A proxy need not be a member of the Company.
Article 72
(A) An instrument appointing a proxy shall be in writing in any usual or common form or
in any other form which the Directors may approve and:
(a) in the case of an individual, shall be signed by the appointor or his attorney; and
(b) in the case of a corporation, shall be either given under its common seal or signed
on its behalf by an attorney or a duly authorised officer of the corporation.
(B) The signature on such instrument need not be witnessed. Where an instrument
appointing a proxy is signed on behalf of the appointor by an attorney, the letter or
power of attorney or a duly certified copy thereof must (failing previous registration
with the Company) be lodged with the instrument of proxy pursuant to Article 73,
failing which the instrument may be treated as invalid.
Article 73
An instrument appointing a proxy must be left at such place or one of such places (if any)
as may be specified for that purpose in or by way of note to or in any document
accompanying the notice convening the meeting (or, if no place is so specified, at the
Office) not less than forty-eight hours before the time appointed for the holding of the
meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the
same day as the meeting or adjourned meeting) for the taking of the poll at which it is to
be used, and in default shall not be treated as valid. The instrument shall, unless the
contrary is stated thereon, be valid as well for any adjournment of the meeting as for the
meeting to which it relates; Provided that an instrument of proxy relating to more than one
meeting (including any adjournment thereof) having once been so delivered for the purposes
of any meeting shall not be required again to be delivered for the purposes of any
subsequent meeting to which it relates.
Article 74
An instrument appointing a proxy shall be deemed to include the right to demand or join in
demanding a poll, to move any resolution or amendment thereto and to speak at the
meeting.
Article 75
A vote cast by proxy shall not be invalidated by the previous death or insanity of the
principal or by the revocation of the appointment of the proxy or of the authority under
which the appointment was made Provided that no intimation in writing of such death,
insanity or revocation shall have been received by the Company at the Office at least one
hour before the commencement of the meeting or adjourned meeting or (in the case of a
poll taken otherwise than at or on the same day as the meeting or adjourned meeting) the
time appointed for the taking of the poll at which the vote is cast.
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Article 76
GENERAL AND STATUTORY INFORMATION
Any corporation which is a member of the Company may by resolution of its directors or
other governing body authorise such person as it thinks fit to act as its representative at
any meeting of the Company or of any class of members of the Company. The person so
authorised shall be entitled to exercise the same powers on behalf of such corporation as
the corporation could exercise if it were an individual member of the Company and such
corporation shall for the purposes of these presents be deemed to be present in person at
any such meeting if a person so authorised is present thereat.
(b) The following provisions in the Articles of Association of the Company relate to the
remuneration, voting rights on proposals, arrangements or contracts in which Directors are
interested and the borrowing powers of Directors:-
Article 79
The ordinary fees of the Directors shall from time to time be determined by an Ordinary
Resolution of the Company and shall not be increased except pursuant to an Ordinary
Resolution passed at a General Meeting where notice of the proposed increase shall have
been given in the notice convening the General Meeting and shall (unless such resolution
otherwise provides) be divisible among the Directors as they may agree, or failing agreement,
equally, except that any Director who shall hold office for part only of the period in respect
of which such remuneration is payable shall be entitled only to rank in such division for a
proportion of fees related to the period during which he has held office.
Article 80
(A) Any Director who holds any executive office, or who serves on any committee of the
Directors, or who otherwise performs services which in the opinion of the Directors are
outside the scope of ordinary duties of a Director, may be paid such extra remuneration
by way of salary, commission or otherwise as the Directors may determine.
(B) The fees (including any remuneration under Article 80(A) above) in the case of a
Director other than an Executive Director shall be payable by a fixed sum and shall not
at any time be by commission on or percentage of the profits or turnover, and no
Director whether an Executive Director or otherwise shall be remunerated by a
commission on or percentage of turnover.
Article 81
The Directors may repay to any Director all such reasonable expenses as he may incur in
attending and returning from meetings of the Directors or of any committee of the Directors
or General Meetings or otherwise in or about the business of the Company.
Article 82
The Directors shall have power to pay and agree to pay pensions or other retirement,
superannuation, death or disability benefits to (or to any person in respect of) any Director
for the time being holding any executive office and for the purpose of providing any such
pensions or other benefits to contribute to any scheme or fund or to pay premiums.
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Article 83
GENERAL AND STATUTORY INFORMATION
A Director may be party to or in any way interested in any contract or arrangement or
transaction to which the Company is a party or in which the Company is in any way
interested and he may hold and be remunerated in respect of any office or place of profit
(other than the office of Auditor of the Company or any subsidiary thereof) under the
Company or any other company in which the Company is in any way interested and he (or
any firm of which he is a member) may act in a professional capacity for the Company or
any such other company and be remunerated therefor and in any such case as aforesaid
(save as otherwise agreed) he may retain for his own absolute use and benefit all profits
and advantages accruing to him thereunder or in consequence thereof.
Article 88
The remuneration of a Chief Executive Officer shall from time to time be fixed by the
Directors and may subject to these Articles be by way of salary or commission or
participation in profits or by any or all of these modes.
Article 98
(A) Any Director may at any time by writing under his hand and deposited at the Office, or
delivered at a meeting of the Directors, appoint any person approved by a majority of
his co-Directors (other than another Director) to be his alternate Director and may in
like manner at any time terminate such appointment. Such appointment, unless
previously approved by the majority of the Directors, shall have effect only upon and
subject to being so approved. A person shall not act as alternate Director to more than
one Director at the same time.
(B) The appointment of an alternate Director shall determine on the happening of any
event which if he were a Director would cause him to vacate such office or if the
Director concerned (below called “his principal”) ceases to be a Director.
(C) An alternate Director shall (except when absent from Singapore) be entitled to receive
notices of meetings of the Directors and shall be entitled to attend and vote as a
Director at any such meeting at which his principal is not personally present and
generally at such meeting to perform all functions of his principal as a Director and for
the purposes of the proceedings at such meeting the provisions of these presents
shall apply as if he (instead of his principal) were a Director. If his principal is for the
time being absent from Singapore or temporarily unable to act through ill health or
disability, his signature to any resolution in writing of the Directors shall be as effective
as the signature of his principal. To such extent as the Directors may from time to time
determine in relation to any committees of the Directors, the foregoing provisions of
this paragraph shall also apply mutatis mutandis to any meeting of any such committee
of which his principal is a member. An alternate Director shall not (save as aforesaid)
have power to act as a Director nor shall he be deemed to be a Director for the
purposes of these presents.
(D) An alternate Director shall be entitled to contract and be interested in and benefit from
contracts or arrangements or transactions and to be repaid expenses and to be
indemnified to the same extent mutatis mutandis as if he were a Director but he shall
not be entitled to receive from the Company in respect of his appointment as alternate
Director any fees except only such part (if any) of the fees otherwise payable to his
principal as such principal may by notice in writing to the Company from time to time
direct.
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Article 102
GENERAL AND STATUTORY INFORMATION
A Director shall not vote in respect of any contract or proposed contract or arrangement or
any other proposal whatsoever in which he has any personal material interest, directly or
indirectly. A Director shall not be counted in the quorum at a meeting in relation to any
resolution on which he is debarred from voting.
Article 109
Subject as hereinafter provided and to the provisions of the Statutes, the Directors may
exercise all the powers of the Company to borrow money, to mortgage or charge its
undertaking, property and uncalled capital and to issue debentures and other securities,
whether outright or as collateral security for any debt, liability or obligation of the Company
or of any third party.
BANK BORROWINGS AND WORKING CAPITAL
20. As at 29 February 2000, our Group had no other borrowings or indebtedness in the nature of
borrowings including bank overdrafts and liabilities under acceptances (other than normal trading
bills) or acceptance credits, mortgages, charges, hire purchase commitments, guarantees or
other material contingent liabilities.
21. In the opinion of the Directors, no minimum amount must be raised by the Invitation in order to
provide for the following items:-
(a) the purchase price of any property purchased or to be purchased;
(b) estimated issue expenses (including underwriting commission and brokerage) for this
Invitation payable by our Company;
(c) the repayment of any money borrowed by our Company in respect of any of the foregoing
matters; and
(d) working capital.
Although no minimum amounts must be raised by the Invitation in order to provide for the items
set out above, the estimated amounts to be provided for in respect of paragraphs (b) and (d)
above are approximately $3.2 million and $20.6 million respectively. Such amounts are proposed
to be provided out of the proceeds of the Invitation, or, in the event that the Invitation is cancelled,
out of other sources of funding including banking facilities and the issuance of securities.
22. The Directors are of the opinion that, after taking into account the amount available under
existing banking facilities and the net proceeds from the issue of the New Shares, the Group
will have adequate funds to meet its working capital requirements.
MATERIAL CONTRACTS
23. The dates of, parties to and general nature of all material contracts, not being contracts entered
into in the ordinary course of business, entered into by our Company and its subsidiary during
the two years preceding the date of this Prospectus are as follows:
(a) Business Transfer Agreement dated 25 November 1999 between our Company and SPH
relating to the transfer of SPH’s Multimedia division to us;
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GENERAL AND STATUTORY INFORMATION
(b) Subscription Agreement dated 21 February 2000 between our Company and Asianbourses.com
relating to the purchase by our Company of a 20% stake in Asianbourses.com;
(c) Joint Venture Agreement dated 29 February 2000 between our Company and Reckon relating
to the establishment of a joint venture company for the primary purpose of developing and
setting up an online financial business portal;
(d) Shareholders Agreement dated 2 March 2000 between our Company, Yeong Wai Cheong,
Chin Phick Fui, Donald W B Drapeau, Anthony Sneed and AsianBourses.com to regulate
our relationship as shareholders of Asianbourses.com;
(e) Joint Venture Agreement dated 22 March 2000 between our Company and Fantastic relating
to the establishment of a joint venture company to engage in media aggregation for data
broadcasting and the delivery and distribution of digital content through data broadcasting;
(f) Management and Underwriting Agreement referred to in the “Management, Underwriting
and Placement Arrangements” section of this Prospectus;
(g) Placement Agreement referred to in the “Management, Underwriting and Placement
Arrangements” section of this Prospectus;
(h) Receiving Bank Agreement referred to in the “Miscellaneous” section of this Prospectus;
and
(i) Depository Agreement dated 22 May 2000 between our Company and CDP pursuant to
which CDP agreed to act as depository for our Company.
LITIGATION
24. Neither our Company nor its subsidiary is engaged in any legal or arbitration proceedings as
plaintiff or defendant in respect of any claims or amounts which are material in the context of
this Invitation and the Directors have no knowledge of any legal or arbitration proceedings
pending or threatened against our Company or its subsidiary or of any facts likely to give rise
to any legal or arbitration proceedings which might materially affect the financial position or
business of our Company or its subsidiary.
MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS
25. (a) Pursuant to the management and underwriting agreement dated 22 May 2000 (the
“Management and Underwriting Agreement”) made between our Company and Citicorp,
our Company appointed Citicorp as the Manager to manage the Invitation and to underwrite
the New Shares. Citicorp will receive a management fee from our Company for its services
as the Manager of the Invitation. Citicorp has agreed to underwrite the New Shares for a
commission of 1.25% of the Offering Price for each New Share. Such commission will be
payable by our Company.
(b) Pursuant to the placement agreement dated 22 May 2000 (the “Placement Agreement”)
made between our Company, Citicorp (as Placement Agent) and ING Barings (as Joint
Placement Agent), Citicorp and ING Barings have agreed to subscribe for or procure
subscriptions for the Placement Shares for a placement commission of 1% of the Offering
Price for each New Share. Such commission will be payable by our Company.
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GENERAL AND STATUTORY INFORMATION
(c) An Internet payment gateway fee of 0.75% of the Offering Price for each New Share will
be payable by our Company through Citicorp to the Internet Banks and Internet Stockbrokers
in respect of successful applications made pursuant to the Internet Offer Tranche through
the respective IB website of the Internet Banks and Internet IPO website of the Internet
Stockbrokers.
(d) Brokerage will be paid by our Company through Citicorp to members of the SGX-ST,
merchant banks and members of the Association of Banks in Singapore in respect of
successful applications made on Application Forms bearing their respective stamps or to
Participating Banks in respect of successful applications made through ATM Electronic
Applications at their ATMs, at the rate of 1% of the Offering Price for each New Share.
Brokerage will be paid by our Company to Citicorp (as Placement Agent) and ING Barings
(as Joint Placement Agent) at the rate of 1% of the Offering Price for each Placement
Share.
(e) Save as aforesaid, no commission, discount or brokerage has been paid or other special
terms granted within the two years preceding the date of this Prospectus or is payable to
any Director, promoter, expert, proposed Director or any other person for subscribing or
agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares in
or debentures of our Company.
(f) The Management and Underwriting Agreement may be terminated by Citicorp at any time
on or before the close of the Application List on the occurrence of certain events including,
inter alia, any change or prospective changes in the political, financial, economic, monetary
or legal conditions in Singapore or internationally which, in the opinion of Citicorp, would
result or be likely to result inter alia, in material adverse fluctuations or adverse conditions
in the stock market in Singapore or prejudice the success of the Invitation.
(g) The Placement Agreement is conditional upon the Management and Underwriting Agreement
not having been terminated or rescinded pursuant to the provisions of the Management
and Underwriting Agreement.
MISCELLANEOUS
26. The nature of the business of our Company is stated on in the “Business” section of this
Prospectus. The corporations which are deemed to be related to our Company by virtue of
Section 6 of the Companies Act are set out in the “General Information on our Group – Group
Structure” and the “Financial Statements” sections of this Prospectus.
27. The time of opening of the Application List is set out in the “Details of Our Invitation – Indicative
Timetable For Listing” sections of this Prospectus.
28. The amount payable on application is $0.60 for each New Share. There has been no previous
issue of shares by our Company or offer for subscription of its shares, to the public within the
two years preceding the date of this Prospectus.
29. Application monies received by our Company in respect of successful applications (including
successful applications which are subsequently rejected) will be placed in a separate noninterest
bearing account with Citibank (the “Receiving Bank”). In the ordinary course of business,
the Receiving Bank will deploy these monies in the interbank money market. Our Company
and the Receiving Bank have agreed pursuant to a letter dated 11 May 2000 (the “Receiving
Bank Agreement”) that our Company will receive for their own account a 50% share of any net
revenue in excess of $50,000 earned by the Receiving Bank from the deployment of such
monies in the interbank money market. Any refund of all or part of the application monies to
unsuccessful or partially successful applicants will be made without any interest or any share of
such revenue or any other benefit arising therefrom.
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GENERAL AND STATUTORY INFORMATION
30. No property has been purchased or acquired or proposed to be purchased or acquired by our
Company or its subsidiary which is to be paid for wholly or partly out of the proceeds of the
issue of the New Shares or the purchase or acquisition of which has not been completed at the
date of the issue of this Prospectus, other than property, the contract for the purchase or
acquisition whereof was entered into in the ordinary course of business of our Company or its
subsidiary, the contract not being made in contemplation of the Invitation nor the Invitation in
consequence of the contract.
31. The estimated amount of expenses in connection with the Invitation, including underwriting
commission, placement commission, brokerage, management fee and other expenses in relation
to the Invitation, is approximately $3.2 million. The underwriting commission, placement
commission, Internet payment gateway fee and brokerage are payable by our Company. The
other expenses in relation to the Invitation, including the management fee, the listing fee and
other incidental fees payable to the SGX-ST for the listing application, are payable by our
Company.
32. No amount of cash or securities or benefit has been paid or given to any promoter within the
two years preceding the date of this Prospectus or is proposed or intended to be paid or given
to any promoter at any time.
33. The Directors are not aware of any material information, including trading factors or risks,
which are not mentioned elsewhere in this Prospectus, which is unlikely to be known or
anticipated by the general public and which could materially affect the profits of our Company
and its subsidiary.
34. Save as disclosed in this Prospectus, the financial condition and operations of the Group are
not likely to be affected by any of the following:-
(a) known trends or demands, commitments, events or uncertainties that will result in or are
reasonably likely to result in the Group’s liquidity increasing or decreasing in any material
way;
(b) material commitments for capital expenditure;
(c) unusual or infrequent events or transactions or any significant economic changes that
materially affected the amount of reported income from operations; and
(d) known trends or uncertainties that have had or that the Group reasonably expects will
have a material favourable or unfavourable impact on revenues or operating income.
35. No Shares shall be allotted on the basis of this Prospectus later than six months after the date
of this Prospectus.
36. Our Company currently has no intention of changing the auditors of our Company and its
subsidiary after the listing of our Company on SGX-ST.
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CONSENTS
GENERAL AND STATUTORY INFORMATION
37. The Auditors and Reporting Accountants have given and have not withdrawn their written consent
to the issue of this Prospectus with the inclusion herein of their Report of the Independent
Public Accountants and references to their name in the form and context in which it appears in
this Prospectus and to act in such capacity in relation to this Prospectus.
38. The Manager, the Underwriter, the Placement Agent, the Joint Placement Agent, the Solicitors
to the Invitation, the Receiving Bank, the Share Registrar and Share Transfer Office and the
Principal Banker have each given and have not withdrawn their respective written consents to
the issue of this Prospectus with the inclusion herein of their respective names and references
thereto in the form and context in which they respectively appear in this Prospectus and to act
in such respective capacities in relation to this Prospectus.
STATEMENT BY THE DIRECTORS
39. This Prospectus has been seen and approved by the Directors and they collectively and
individually accept full responsibility for the accuracy of the information given herein and confirm,
having made all reasonable enquiries, that to the best of their knowledge and belief, this
Prospectus constitutes full and true disclosure of all material facts about the Invitation and the
Group and that there are no other material facts the omission of which would make any statement
in this Prospectus misleading.
STATEMENT BY THE MANAGER
40. The Manager acknowledges that, to the best of its knowledge and belief, based on information
furnished to it by the Group, this Prospectus constitutes a full and true disclosure of all the
material facts about the Invitation and the Group, and that it is not aware of any other facts the
omission of which would make any statements herein misleading in any material respect.
DOCUMENTS FOR INSPECTION
41. The following documents or copies thereof may be inspected at the registered office of our
Company at 82 Genting Lane, News Centre, Singapore 349567 during normal business hours
for a period of six months from the date of this Prospectus:-
(a) the Memorandum and Articles of Association of our Company;
(b) the Directors’ Report set out on page 116 of this Prospectus;
(c) the Report of the Independent Public Accountants and Financial Statements set out on
pages 117 to 141 of this Prospectus;
(d) the material contracts referred to on pages 150 and 151 of this Prospectus;
(e) the letters of consent referred to on page 154 of this Prospectus; and
(f) the audited financial statements of our Company for the period from 23 July 1999 to 29
February 2000.
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APPENDIX A
TERMS AND CONDITIONS AND PROCEDURES FOR APPLICATION
Applications are invited for the subscription of the New Shares at the Offering Price subject to the
terms and conditions set out herein.
1. Applications for the New Shares under the Internet Offer Tranche may only be made online via
our “www.asiaone.com/IPO” IPO website linked to the IB websites of the Internet Banks and
the Internet trading websites of the Internet Stockbrokers.
Applications for the New Shares under the Public Offer Tranche may be made by way of printed
Offer Shares Application Forms or through ATMs belonging to the Participating Banks.
Applications for New Shares through any Internet IPO Website by investors who are not Qualifying
Users shall be treated as applications under the Public Offer Tranche.
Applications for Placement Shares may only be made by way of printed Placement Shares
Application Forms, and applications for Reserved Shares may only be made by way of printed
Reserved Shares Application Forms.
Applicants may not use their CPF funds to apply for the New Shares.
2. In respect of the Internet Offer Tranche, individuals in Singapore from whom we have received
valid registrations as users at our website “www.asiaone.com/registration” during the period
commencing on 17 May 2000 and ending at 8.00 a.m. on 31 May 2000, will be notified by us
via e-mail to apply for New Shares under the Internet Offer Tranche through our
“www.asiaone.com/IPO” IPO website. Individuals whose registrations are received by us prior to
or on 23 May 2000 will receive our e-mail notification on 23 May 2000. In respect of individuals
whose registrations are received by us after 23 May 2000, to the extent possible, we will
acknowledge receipt of such registration within one hour by way of return e-mail.
Such individuals must (a) not be corporations, sole-proprietorships, partnerships, chops or any
other business entities; (b) be over the age of 21 years; (c) not be undischarged bankrupts; (d)
apply for the New Shares in Singapore; (e) not apply for New Shares under the Public Offer
Tranche or the Placement Tranche; and (f) be customers who maintain IB accounts with the
Internet Banks or Internet trading accounts with the Internet Stockbrokers.
Each Qualifying User may only submit one application for New Shares under the Internet
Offer Tranche. A person who subscribes for New Shares under the Internet Offer Tranche
shall not make any separate application for New Shares under the Public Offer Tranche
or the Placement Tranche. Such separate applications will be deemed to be multiple
applications and shall be rejected.
3. Only one application may be made for the benefit of a person for New Shares under the
Public Offer Tranche. A person submitting an application for New Shares in the Public
Offer Tranche by way of a printed Offer Shares Application Form may not submit a
separate application of New Shares by way of ATMs and vice versa. A person who
subscribes for New Shares under the Public Offer Tranche shall not make any separate
application for New Shares either through the Internet Offer Tranche or the Placement
Tranche. Such separate applications shall be deemed to be multiple applications and
shall be rejected.
155

APPENDIX A
4. A person who has agreed to subscribe for Reserved Shares shall not make or procure to be
made any separate application for New Shares through the Placement Tranche. Such separate
applications will be deemed to be multiple applications and shall be rejected. A person who
has agreed to subscribe for Placement Shares or who otherwise subscribes for Placement
Shares shall not make or procure to be made any separate application for New Shares
either through the Internet Offer Tranche or the Public Offer Tranche. Such separate
applications shall be deemed to be multiple applications and shall be rejected.
Conversely, a person who has made an application for New Shares either through the
Internet Offer Tranche, the Public Offer Tranche or the Reserved Tranche shall not make
any separate application for Placement Shares. Such separate applications shall be
deemed to be multiple applications and shall be rejected.
5. Joint or multiple applications will be rejected. Persons submitting or procuring
submissions of multiple share applications (whether through the Internet Offer Tranche,
the Public Offer Tranche or the Placement Tranche) may be deemed to have committed
an offence under the Penal Code (Chapter 224) of Singapore and the Securities Industry
Act (Chapter 289) of Singapore and such applications may be referred to the relevant
authorities for investigation. Multiple applications or those appearing to be or suspected
of being multiple applications will be liable to be rejected at our discretion.
6. Applications will not be accepted from any person under the age of 21 years, undischarged
bankrupts, sole proprietorships, partnerships, chops or non-corporate bodies, joint Securities
Account holders of CDP and applicants whose addresses (furnished in their printed Application
Forms or, in the case of Electronic Applications, contained in the records of AsiaOne, and the
relevant Participating Banks, Internet Banks or Internet Stockbrokers, as the case may be) bear
post office box numbers.
7. The existence of a trust will not be recognised. Any application by a trustee or trustees must be
made in his/her/their own name(s) and without qualification or, where the application is made
by way of a printed Application Form, in the name(s) of an approved nominee company or
nominee companies after complying with paragraph 8 below.
8. Nominee applications may be made by approved nominee companies only. Approved
nominee companies are defined as banks, merchant banks, finance companies, insurance
companies, licensed securities dealers in Singapore and nominee companies controlled by them.
Applications made by persons acting as nominees other than approved nominee companies
will be rejected.
9. For non-nominee applications, each applicant must maintain a Securities Account with CDP in
his own name at the time of application. An applicant without an existing Securities Account
with CDP in his own name at the time of application will have his application rejected (in
the case of an application by way of an Application Form) or will not be able to complete
his Electronic Application (in the case of an Electronic Application).
An applicant with an existing Securities Account with CDP who fails to provide his
Securities Account number or who provides an incorrect Securities Account number in
Section B of the Application Form or in his Electronic Application, as the case may be,
is liable to have his application rejected.
An application may be rejected if the applicant’s particulars such as his name, NRIC or
passport number, nationality and permanent residence status provided in his Application
Form or, in the case of an Electronic Application, contained in the records of AsiaOne and
the relevant Participating Banks, Internet Banks or Internet Stockbrokers (as the case may
be) at the time of his Electronic Application, as the case may be, differ from those particulars
in his Securities Account as maintained with CDP. If the applicant possesses more than one
individual direct Securities Account with CDP, his application will be rejected.
156

APPENDIX A
10. If the address of an applicant stated on the Application Form or, in the case of an
Electronic Application, contained in the records of AsiaOne and the relevant Participating
Banks, Internet Banks or Internet Stockbrokers, as the case may be, is different from the
address registered with CDP, the applicant must inform CDP of his updated address
promptly, failing which the notification letter on successful allotment will be sent to his
address last registered with CDP.
11. We reserve the right to reject or accept, in whole or in part, or to scale down or ballot, any
application without assigning any reason therefor, and no enquiry and/or correspondence on
our decision will be entertained. This right applies to all applications, whether made by way of
Application Forms or by way of Electronic Application. In deciding the basis of allotment, at our
discretion, due consideration will be given to the desirability of allotting the New Shares to a
reasonable number of successful applicants with a view to establishing an adequate market for
our Shares.
12. We reserve the right to reject any application which does not conform strictly to the instructions
set out in the Application Form and this Prospectus or which does not comply with the instructions
for Electronic Applications or with the terms and conditions of this Prospectus or, in the case of
applications by way of printed Application Forms, which is illegible, incomplete, incorrectly
completed or which is accompanied by an improperly drawn up or improper form of remittance.
We further reserve the right to treat as valid any application not completed or submitted or
effected in all respects in accordance with the instructions set out in the Application Forms, the
instructions for Electronic Applications or the terms and conditions of this Prospectus and also
to present for payment or other processes all remittances at any time after receipt and to have
full access to all information relating to, or deriving from, such remittances or the processing
thereof.
13. Share certificates will be registered in the name of CDP and will be forwarded only to CDP. It
is expected that CDP will send to each successful applicant at his own risk, within 15 Market
Days after the close of the Application List, a statement showing that his Securities Account
has been credited with the number of New Shares allotted to him. This will be the only
acknowledgement of application monies received and is not an acknowledgement by us.
Each applicant irrevocably authorises CDP to complete and sign on his behalf as transferee or
renounce any instrument of transfer and/or other documents required for the issue of the New
Shares allotted to the applicant. This authorisation applies for applications made by way of
Application Forms and by way of Electronic Applications.
14. By completing and delivering an Application Form and, in the case of an ATM Electronic
Application, by pressing the “Enter” or “OK” or “Confirm” or “Yes” key on the ATM, or in the case
of an Internet Offer Tranche application, by clicking “Submit” on the Internet screen in accordance
with the provisions herein, each applicant:-
(a) irrevocably offers to subscribe for the number of New Shares specified in his application
(or such smaller number for which the application is accepted) at the Offering Price for
each New Share and agrees that he will accept such Shares as may be allotted to him, in
each case on the terms of, and subject to the conditions set out in, this Prospectus and
the Memorandum and Articles of Association of our Company; and
(b) warrants the truth and accuracy of the information in his application.
157

APPENDIX A
15. Investors may subscribe for any number of New Shares in integral multiples of 1,000
New Shares. Applications for any other number of New Shares will be rejected. However,
in the event that both the Internet Offer Tranche and the Public Offer Tranche are
substantially over-subscribed, to ensure a reasonable spread of shareholders, we may
limit the number of New Shares allocated to any single investor subscribing for New
Shares under the Internet Offer Tranche or the Public Offer Tranche to not more than
20,000 New Shares or such other number of New Shares as we may prescribe. We have
full discretion to decide to allocate above or under this limit if we deem it appropriate to
do so.
16. No Shares will be allotted on the basis of this Prospectus later than six months after the date
of this Prospectus.
17. Applications for New Shares under the Internet Offer Tranche will be processed separately
from applications for New Shares under the Public Offer Tranche as the allocation process
for each of these tranches will be different.
Although the initial number of New Shares allocated to the Internet Offer Tranche and the
Public Offer Tranche are 37,000,000 New Shares and 22,200,000 New Shares respectively, we
reserve the right to reallocate these number of New Shares between the Internet Offer Tranche
and the Public Offer Tranche depending on the number of applications received for each of
these two tranches.
To ensure a reasonable spread of shareholders:-
(a) we may decide to allocate to a successful applicant under the Internet Offer Tranche or the
Public Offer Tranche such number of New Shares which is less than the number applied
for by that applicant, in any of the following events:-
(aa) an over-subscription for both the Internet Offer Tranche and the Public Offer Tranche;
or
(bb) an under-subscription for the Internet Offer Tranche and over-subscription for the
Public Offer Tranche; or
(cc) an under-subscription for the Public Offer Tranche and over-subscription for the Internet
Offer Tranche; and
(b) in such event, we will allocate no less than 14,800,000 New Shares to the Internet Offer
Tranche and no less than 14,800,000 New Shares to the Public Offer Tranche.
In any event, we reserve the right to reallocate such number of New Shares as we deem
appropriate amongst the different tranches.
18. Allocation of New Shares under the Internet Offer Tranche will be based on the level of valid
applications received. In the event the Internet Offer Tranche and/or the Invitation on the whole
are substantially over-subscribed, there will be balloting and applicants who are not successful
in the ballot will not receive any New Shares under the Internet Offer Tranche while successful
applicants in the ballot may receive less than the number of New Shares they applied for under
the Internet Offer Tranche. Applications for New Shares under the Internet Offer Tranche will be
processed separately from applications for New Shares under the Public Offer Tranche as the
allocation process for each of these tranches will be different.
158

APPENDIX A
Allocation of New Shares under the Public Offer Tranche will be based on the level of valid
applications received. In the event of the Public Offer Tranche and/or the Invitation on the
whole are substantially over-subscribed, there will be balloting and applicants who are not
successful in the ballot will not receive any New Shares under the Public Offer Tranche while
successful applicants in the ballot may receive less than the number of New Shares they
applied for under the Public Offer Tranche. Applications for New Shares under the Public Offer
Tranche will be processed separately from applications for New Shares under the Internet Offer
Tranche as the allocation process for each of these tranches will be different.
19. Acceptance of applications will be conditional upon us being satisfied that:-
(a) permission has been granted by the SGX-ST to deal in, and quotation for, all the existing
Shares and the New Shares on a “when issued” basis on the SGX-ST; and
(b) the Management and Underwriting Agreement and Placement Agreement referred to on
pages 151 and 152 of this Prospectus have become unconditional and have not been
terminated or cancelled prior to such date as we may determine.
20. Additional terms and conditions for applications by way of Application Forms are set out on
pages 160 to 162 of this Prospectus.
21. Additional terms and conditions for Electronic Applications are set out on pages 163 to 171 of
this Prospectus.
22. Each applicant irrevocably authorises CDP to disclose the outcome of his application, including
the number of New Shares allotted to the applicant pursuant to his application, to the Share
Registrars, SCCS, us, the Manager, the relevant Participating Banks, Internet Banks and Internet
Stockbrokers, and any other parties so authorised by us and/or the Manager.
23 Any reference to the “applicant” in this section shall include an individual applying for New
Shares under the Internet Offer Tranche, an individual, corporation, an approved nominee and
trustee applying for New Shares under the Public Offer Tranche, an individual, corporation, an
approved nominee and trustee applying for the Placement Shares and an individual applying
for the Reserved Shares.
24. The Offering Price for each New Share is S$0.60.
25. No application will be held in reserve.
159

APPENDIX A
ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION
FORMS
Applications by way of Application Forms shall be made on, and subject to, the terms and conditions
of this Prospectus, including but not limited to the terms and conditions appearing below and those
set out under the section on “Terms and Conditions and Procedures for Application” found on pages
155 to 159 of this Prospectus, as well as the Memorandum and Articles of Association of our Company.
1. Applications for the Offer Shares must be made using the WHITE Application Forms and official
envelopes “A” and “B”, applications for the Placement Shares must be made using the BLUE
Application Forms, and applications for the Reserved Shares must be made using the PINK
Application Forms, accompanying and forming part of this Prospectus. Care must be taken to
follow the instructions set out in the respective Application Forms and this Prospectus for the
completion of the respective Application Forms. Applications which do not conform strictly to
these instructions or to the terms and conditions of this Prospectus or which are illegible,
incomplete, incorrectly completed or which are accompanied by improperly drawn up or improper
form of remittances may be rejected.
2. The Application Forms must be completed in English. Please type or write clearly in ink using
BLOCK LETTERS. All spaces in the Application Forms, except those under the heading “FOR
OFFICIAL USE ONLY”, must be completed and the words “NOT APPLICABLE” or “N.A.” should
be written in any space that is not applicable.
3. Individuals, corporations, approved nominee companies and trustees must give their names in
full. Applications must be made, in the case of individuals, in their full names as appearing in
their identity cards (if applicants have such identification documents) or in their passports and,
in the case of corporations, in their full names as registered with a competent authority.
Applicants, other than individuals, completing the Application Forms under the hand of an official,
must state the name and capacity in which that official signs. A corporation completing an
Application Form is required to affix its Common Seal (if any) in accordance with its Memorandum
and Articles of Association or the equivalent constitutive documents of the corporation. If an
application by a corporate applicant is successful, a copy of its Memorandum and Articles of
Association or its equivalent constitutive documents must be lodged with the Share Registrars.
We reserve the right to require any applicant to produce documentary proof of identification for
verification purposes.
4. (a) All applicants must complete Sections A and B and sign page 1 of the Application Form.
(b) All applicants using only cash to apply for the New Shares are required to delete either
paragraph 6(c) or 6(d) on page 1 of the Application Form. Where paragraph 6(c) is deleted,
the applicant must also complete Section C of the Application Form with particulars of the
beneficial owner(s).
5. Individual applicants will be required to declare whether they are citizens or permanent residents
of Singapore or foreigners. Corporate applicants, whether incorporated or unincorporated and
wherever incorporated or constituted, will be required to declare whether they are corporations
in which citizens or permanent residents of Singapore or any body corporate constituted by any
statute of Singapore have an interest in the aggregate of more than 50% of the issued share
capital of or interests in such corporations. Approved nominee companies are required to declare
whether the beneficial owner of the New Shares is a citizen or permanent resident of Singapore
or a corporation, whether incorporated or unincorporated and wherever incorporated or
constituted, in which citizens or permanent residents of Singapore or any body corporate
constituted by any statute of Singapore have an interest in the aggregate of more than 50% of
the issued share capital of or interests in such corporation.
160

APPENDIX A
6. Applicants may apply for the New Shares using only cash. Each application must be accompanied
by a remittance in Singapore currency for the full amount payable, in respect of the number of
New Shares applied for, in the form of a BANKER’S DRAFT or CASHIER’S ORDER drawn on
a bank in Singapore, made out in favour of “ASIAONE SHARE ISSUE ACCOUNT” crossed
“A/C PAYEE ONLY”, with the name and address of the applicant written clearly on the reverse
side. Applications not accompanied by any payment or accompanied by any other form of
payment will not be accepted. Remittances bearing “Not Transferable” or “Non Transferable”
crossings will be rejected.
No acknowledgement of receipt will be issued for applications or application monies received.
7. It is expected that unsuccessful applications and those not successfully balloted or accepted
will be returned to the applicants by ordinary post, at the risk of the applicants, within three
Market Days after the close of the Application List, without interest or any share of revenue or
other benefit arising therefrom. Where an application is rejected or accepted in part only, the
full amount or the balance of the application monies, as the case may be, will be refunded to
the applicant by ordinary post at his own risk (without interest or any share of revenue or other
benefit arising therefrom) within 14 days after the close of the Application List.
8. Capitalised terms used in the Application Forms and defined in this Prospectus shall bear the
meanings assigned to them in this Prospectus.
9. In consideration of us having distributed the Application Form to the applicant and by completing
and delivering the Application Form, each applicant agrees that:-
(a) his application is irrevocable;
(b) his remittance will be honoured on first presentation and that any monies returnable may
be held pending clearance of his payment and he will not be entitled to any interest or any
share of revenue or other benefit arising therefrom;
(c) in respect of the New Shares for which his application has been received and not rejected,
acceptance of his application shall be constituted by written notification by or on behalf of
our Company and not otherwise, notwithstanding any remittance being presented for payment
by or on behalf of our Company;
(d) he will not be entitled to exercise any remedy of rescission for misrepresentation at any
time after acceptance of his application; and
(e) all applications, acceptances and contracts resulting therefrom under the Invitation shall be
governed by and construed in accordance with the laws of Singapore and that he irrevocably
submits to the non-exclusive jurisdiction of the Singapore courts.
10. Applications for Offer Shares
(a) Applications for Offer Shares must be made using the WHITE Offer Shares Application
Forms and WHITE official envelopes “A” and “B”.
(b) The applicant must:-
(i) enclose the Offer Shares Application Form, duly completed, together with his remittance
in the envelope “A” which is provided;
(ii) in the appropriate spaces on envelope “A”:-
(1) write his name and address;
(2) state the number of Shares applied for;
161

APPENDIX A
(3) tick the appropriate box(es) depending on whether cash payment is by Banker’s
Draft/Cashier’s Order; and
(4) affix adequate Singapore postage;
(iii) SEAL WHITE ENVELOPE “A”;
(iv) write, in the special box provided on the larger envelope “B” addressed to the Share
Registrars, Lim Associates (Pte) Ltd, 10 Collyer Quay, #19-08, Ocean Building,
Singapore 049315, the number of Shares for which the application is made; and
(v) insert envelope “A” into envelope “B”, seal envelope “B”, affix adequate Singapore
postage on envelope “B” (if despatching by ordinary post) and thereafter DESPATCH
BY ORDINARY POST OR DELIVER BY HAND at his own risk to the Share Registrars,
Lim Associates (Pte) Ltd, 10 Collyer Quay, #19-08, Ocean Building, Singapore 049315,
so as to arrive by 8.00 a.m. on 1 June 2000. Local Urgent Mail or Registered Post
must NOT be used.
Applications that are illegible, incomplete or incorrectly completed or accompanied by an
improperly drawn remittance are liable to be rejected.
(c) ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of
receipt will be issued for any application or remittance received.
11. Applications for Placement Shares
(a) Applications for Placement Shares must be made using the BLUE Application Forms.
(b) The completed Placement Shares Application Form and the applicant’s remittance for the
full amount payable in respect of the Placement Shares applied for must be enclosed and
sealed in any envelope to be provided by the applicant. The sealed envelope must be
despatched by ORDINARY POST OR DELIVERED BY HAND at the applicant’s own risk
to the Share Registrar, Lim Associates (Pte) Ltd, 10 Collyer Quay, #19-08, Ocean Building,
Singapore 049315, so as to arrive by 8.00 a.m. on 1 June 2000. Local Urgent Mail or
Registered Post must NOT be used.
(c) ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of
receipt will be issued for any application or remittance received.
(d) Alternatively, the applicant may remit his application monies by electronic transfer to the
account of Citibank, N.A., Singapore Branch, Current Account No. 0-815002-008, in favour
of “ASIAONE SHARE ISSUE ACCOUNT” for the number of Placement Shares applied for
by 8.00 a.m. on 1 June 2000. Applicants who remit their application monies via electronic
transfer should send a copy of the electronic transfer advice slip to Citicorp Investment
Bank (Singapore) Limited at 300 Tampines Avenue 5 #07-00, Tampines Junction, Singapore
529653 (facsimile number: (65) 426-8056), for the attention of Ms Kumari Mohan, to arrive
by 8.00 a.m. on 1 June 2000 or such later time or date as the Directors may, in their
absolute discretion, decide.
12. Applications for Reserved Shares
(a) Applications for Reserved Shares must be made using the PINK Application Forms.
(b) The completed Reserved Shares Application Form and the applicant’s remittance for the
full amount payable in respect of the number of Reserved Shares applied for must be
enclosed and sealed in a PINK official envelope to be provided by the Company. The
sealed envelope must be despatched by ORDINARY POST OR DELIVERED BY HAND at
the applicant’s own risk to the Share Registrar, Lim Associates (Pte) Ltd, 10 Collyer Quay,
#19-08, Ocean Building, Singapore 049315, so as to arrive by 8.00 a.m. on 1 June 2000.
Local Urgent Mail or Registered Post must NOT be used.
162

APPENDIX A
ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS
The procedures for Electronic Applications are set out on the ATM screens of the relevant Participating
Banks and our Internet IPO website and the IB website screens of the relevant Internet Banks or the
Internet trading website screens of the Internet Stockbrokers respectively (the “Steps”). For illustration
purposes, the procedures for Electronic Applications through the ATMs of DBS Bank, and our IPO
website and the IB website of Citibank are set out in the “Steps for ATM Electronic Applications” and
the “Steps for Internet Offer Tranche Applications” appearing on pages 168 to 169 and 169 to 171
of this Prospectus respectively. Please read carefully the terms of this Prospectus, the Steps and the
terms and conditions for Electronic Applications set out below carefully before making an Electronic
Application. An ATM card issued by one Participating Bank cannot be used to apply for Offer Shares
at an ATM belonging to other Participating Banks.
Any reference to the “Applicant” in these Terms and Conditions for Electronic Applications and the
Steps shall mean the applicant who applies for the New Shares through an ATM of the Participating
Banks, our IPO website, the IB website of the Internet Banks or the Internet trading website of the
Internet Stockbrokers.
For an ATM Electronic Application, an Applicant must have an existing bank account with, and be an
ATM cardholder of, one of the Participating Banks before he can make an ATM Electronic Application
at the ATMs of that Participating Bank.
In respect of the Internet Offer Tranche, individuals in Singapore from whom we have received valid
registrations as users at our website “www.asiaone.com/registration” during the period commencing
on 17 May 2000 and ending at 8.00 a.m. on 31 May 2000, will be notified by us via e-mail to apply
for New Shares under the Internet Offer Tranche through our IPO website “www.asiaone.com/IPO”.
Individuals whose registrations are received by us prior to or on 23 May 2000 will receive our e-mail
notification on 23 May 2000. In respect of individuals whose registrations are received by us after 23
May 2000, to the extent possible, we will acknowledge receipt of such registration within one hour
by way of return e-mail.
Such individuals must (a) not be corporations, sole-proprietorships, partnerships, chops or any other
business entities; (b) be over the age of 21 years; (c) not be undischarged bankrupts; (d) apply for
the New Shares in Singapore; (e) not apply for New Shares under any other tranches; and (f) be
customers who maintain IB accounts with the Internet Banks or Internet trading accounts with the
Internet Stockbrokers.
The Steps set out the actions that the Applicant must take at ATMs of DBS Bank, or our IPO
website and the IB website of Citibank to complete an Electronic Application. The actions that the
Applicant must take at the ATMs of the other Participating Banks are set out on the ATM screens of
the relevant Participating Banks. The actions that the Applicant must take at the Internet IPO website
of the Internet Banks or Internet Stockbrokers are set out on the respective Internet IPO website of
the relevant Internet Banks or Internet Stockbrokers. Upon completion of his ATM Electronic Application
transaction, the Applicant will receive an ATM transaction slip (“Transaction Record”), confirming the
details of his ATM Electronic Application. The Transaction Record is for the Applicant’s retention and
should not be submitted with any printed Application Form. Upon completion of his Internet Offer
Tranche Application through the IB website of Citibank, there will be an on-screen confirmation
record (“Confirmation Record”) of the application which can be printed out by the Applicant for his
record. This printed record should not be submitted.
163

APPENDIX A
An Applicant must ensure that he enters his own Securities Account Number when using the
ATM card issued to him in his own name or when logging on to the relevant Internet IPO
Website using his sign-on name, personal identification number or password, as the case
may be. Using his own Securities Account Number with an ATM card not issued to him in his
own name, or with another person’s sign-on name, personal identification number or password,
as the case may be, when logging into the relevant Internet IPO Website, will render his
applicable liable to be rejected. An Applicant, including one who has a joint bank account
with a Participating Bank, must use an ATM card issued to him in his own name and must
enter his own Securities Account number.
An Applicant making an application through an Internet IPO Website must ensure and declare
that the application is made in Singapore otherwise his application is liable to be rejected.
An Electronic Application shall be made on, and subject to, the terms and conditions of this Prospectus
including but not limited to the terms and conditions appearing below as well as those set out under
the section on “Terms and Conditions and Procedures for Application” found on pages 155 to 159 of
this Prospectus, as well as the Memorandum and Articles of Association of our Company.
1. In connection with his Electronic Application for the New Shares, the Applicant is required to
confirm statements to the following effect in the course of activating the Electronic Application:-
(a) that he has received a copy of this Prospectus and/or has read, understood and
agreed to all the terms and conditions of application for the New Shares and this
Prospectus prior to effecting the Electronic Application and agrees to be bound by
the same;
(b) that he consents to the disclosure of his name, NRIC or passport number, address,
nationality and permanent resident status, Securities Account number, and share
application amount (the “Relevant Particulars”) from his account with the relevant
Participating Banks, Internet Banks or Internet Stockbrokers, as the case may be, to
the Share Registrars, SCCS, CDP, us and the Manager (the “Relevant Parties”); and
(c) that this application is his only application for the New Shares and it is made in his
name and at his own risk.
His application will not be successfully completed and cannot be recorded as a completed
transaction unless he presses the “Enter” or “OK” or “Confirm” or “Yes” key in the ATM, or
clicks “Confirm” or “I Agree” on the Internet screen. By doing so, the Applicant shall be treated
as signifying his confirmation of each of the above statements. In respect of statement 1(b)
above, his confirmation, shall signify and shall be treated as his written permission, given in
accordance with the relevant laws of Singapore, including Section 47(4) of the Banking Act
(Chapter 19) of Singapore, to the disclosure by the relevant Participating Bank, Internet Bank,
or Internet Stockbroker, as the case may be, of the Relevant Particulars of his account(s) with
the respective Participating Bank, Internet Bank or Internet Stockbroker to the Relevant Parties.
2. An applicant may make an ATM Electronic Application at an ATM of any Participating Bank or
an application under the Internet Offer Tranche through the Internet Banks’ websites for the
New Shares using cash only by authorising the relevant Participating Bank or Internet Bank to
deduct the full amount payable from his account with such Participating Bank or Internet Bank
respectively.
An applicant who makes an application under the Internet Offer Tranche through the Internet
Stockbrokers’ websites will be advised by the respective Internet Stockbrokers as to the mode
of payment for the New Shares applied.
164

APPENDIX A
3. The Applicant irrevocably agrees and undertakes to subscribe for and to accept such number
of New Shares that may be allotted to him in respect of his Electronic Application which shall
be not more than the number of New Shares applied for as stated on the Transaction Record
or on the Confirmation Record. In the event that we decide to allot any lesser number of such
New Shares or not to allot any New Shares to the Applicant, the Applicant agrees to accept the
decision as final. If the Applicant’s Electronic Application is successful, his confirmation (by his
action of pressing the “Enter” or “OK” or “Confirm” or “Yes” key on the ATM, or clicking “Confirm”
or “I Agree” on the Internet screen) of the number of New Shares applied for shall signify and
shall be treated as his acceptance of the number of New Shares that may be allotted to him
and his agreement to be bound by the Memorandum and Articles of Association of our Company.
4. The Applicant irrevocably requests and authorises us to:-
(a) register the New Shares allotted to him in the name of CDP for deposit into his Securities
Account; and
(b) send the relevant Share certificate(s) to CDP.
5. BY MAKING AN ELECTRONIC APPLICATION, THE APPLICANT CONFIRMS THAT HE IS
NOT APPLYING FOR THE NEW SHARES AS NOMINEE OF ANY OTHER PERSON AND
THAT ANY ELECTRONIC APPLICATION THAT HE MAKES IS THE ONLY APPLICATION
MADE BY HIM AS BENEFICIAL OWNER.
MULTIPLE APPLICATIONS ARE NOT ALLOWED.
6. The Applicant irrevocably agrees and acknowledges that his Electronic Application is subject to
risks of electrical, electronic, technical and computer-related faults and breakdowns, fires, acts
of God and other events beyond the control of the Participating Banks, the Internet Banks, the
Internet Stockbrokers, our Company and the Manager and if, in any such event, the Participating
Banks and/or the Internet Banks and/or the Internet Stockbrokers and/or we and/or the Manager
do not record or receive the Applicant’s Electronic Application, or data relating to the Applicant’s
Electronic Application or the tape containing such data is lost, corrupted, destroyed or not
otherwise accessible, whether wholly or partially for whatever reason, the Applicant shall be
deemed not to have made an Electronic Application and the Applicant shall have no claim
whatsoever against the Participating Banks, the Internet Banks, the Internet Stockbrokers, our
Company or the Manager for the New Shares applied for or for any compensation, loss or
damage.
7. An Applicant for New Shares under the Internet Offer Tranche must choose his preferred
Internet Bank or Internet Stockbroker in order to complete his application. As the Internet
IPO gateway of an Internet Bank or Internet Stockbroker may close before 8.00 a.m. on 1
June 2000, an Applicant is requested to liaise with his preferred Internet Bank or Internet
Stockbroker on the last date and time the Internet Bank or Internet Stockbroker is
accepting application through the Internet IPO gateway.
Subject to the preceding paragraph, Electronic Applications shall close at 8.00 a.m. on 1 June
2000 or such other time as the Directors may in their absolute discretion decide. An Electronic
Application is deemed to be received when it enters the designated information system of the
Participating Banks, the Internet Banks or the Internet Stockbrokers, as the case may be.
8. All particulars of the Applicant in the records of our IPO website, and his relevant Participating
Bank, Internet Bank, or Internet Stockbroker, as the case may be, at the time he makes his
Electronic Application shall be deemed to be true and correct and we, the relevant Participating
Bank, Internet Bank, Internet Stockbroker and the Relevant Parties shall be entitled to rely on
the accuracy thereof. If there has been any change in the particulars of the Applicant after the
time of the making of his Electronic Application, the Applicant shall promptly notify us and his
relevant Participating Bank, Internet Bank or Internet Stockbroker, as the case may be.
165

APPENDIX A
9. The Applicant must have sufficient funds in his bank account(s) with his Internet Bank or
Participating Bank, as the case may be, at the time he makes his Electronic Application, failing
which his Electronic Application will not be completed or accepted.
Any Electronic Application made at ATMs or the Internet IPO Websites which does not strictly
conform to the instructions set out in this Prospectus and the ATM screens or the Internet IPO
Websites, as the case may be, will be rejected.
10. No reserve applications will be kept. Where an Electronic Application is not accepted, it is
expected that the full amount of the application monies will be refunded (without interest or any
share of revenue or other benefit arising therefrom) to the Applicant by being automatically
credited to the Applicant’s bank account with their respective Participating Bank or Internet
Bank, as the case may be, within three Market Days after the close of the Application List.
Where an application made under the Internet Offer Tranche through an Internet Stockbroker is
not accepted, it is expected that the full amount of the application monies will be refunded
(without interest or any share of revenue or other benefit arising therefrom) to the Applicant by
ordinary post or such other means as the Internet Stockbroker may agree with such Applicant,
at the risk of such Applicant, within three Market Days after the close of the Application List.
Trading on a “when issued” basis, if applicable, is expected to commence after such
refund has been made.
Where an Electronic Application is accepted in part only, it is expected that the balance of the
application monies will be refunded (without interest or any share of revenue or other benefit
arising therefrom) to the Applicant by being automatically credited to the Applicant’s bank account
with their respective Participating Bank or Internet Bank, as the case may be, within 14 Market
Days after the close of the Application List. Where an application made under the Internet Offer
Tranche through an Internet Stockbroker is accepted in part only, it is expected that the balance
of the application monies will be refunded (without interest or any share of revenue or other
benefit arising therefrom) to the Applicant by ordinary post or such other means as the Internet
Stockbroker may agree with such Applicant, at the risk of such Applicant, within 14 Market
Days after the close of the Application List.
11. If the Applicant’s ATM Electronic Application is made through the ATMs of KTB or UOB Group
and is unsuccessful, it is expected that a computer-generated notice will be sent to the Applicant
by the relevant Participating Bank (at the address of the Applicant as stated in the records of
the relevant Participating Bank as at the date of his ATM Electronic Application) by ordinary
post at the Applicant’s own risk within three Market Days after the close of the Application List.
If the applicant’s ATM Electronic Application is made through the ATMs of OCBC Group, OUB
or DBS Bank (including its POSBank Services division) and is unsuccessful, no notification will
be sent by the relevant Participating Bank.
We will inform the Qualifying Users who applied for New Shares under the Internet Offer Tranche
the results of their application by way of an e-mail notification on the evening of the balloting
day.
166

APPENDIX A
Applicants who make ATM Electronic Applications through the ATMs of the following banks may
check the provisional results of their Electronic Applications as follows:-
Bank Telephone/ Available at Operating Hours Service expected
Web-site from
DBS Bank 1800-222 2222 Internet Banking 24 hours a day Evening of the
327 4767 or Internet Kiosk
www.dbs.com.sg*
balloting day
KTB 222 8228 ATM ATM - 24 hours ATM - Evening of
a day the balloting day
Phone Banking: Phone Banking:
Mon-Fri: 0800-2200 8.00 a.m. on the
Sat: 0800-1500 day after the
balloting day
OCBC 1800-363 3333 ATM 24 hours a day Evening of the
balloting day
OUB 1800-224 2000 OUB Personal 24 hours a day Evening of the
Banking
www.oub2000.com.sg
OUB Mobile Buzz**
balloting day
UOB 1800 533 5533*** ATM (Other 24 hours a day Evening of the
1800-222 2121*** Transactions –
“IPO enquiry”)
balloting day
* Applicants who made Internet Offer Tranche Applications through the IB website of DBS Bank or OUB may also
check the result through same channels listed in the table above in relation to ATM Electronic Applications made
at ATMs of DBS Bank or OUB.
** Applicants who made Electronic Applications through the ATMs of OUB and who activated their OUB Mobile
Buzz services will be notified of the results of their Electronic Application, via their mobile phones.
*** UOB customers with PhoneBanking service can check the results of their IPO applications via the two toll-free
24-hrs hotline numbers after successful verification of their Access Code and Personal Identification Number.
Transaction code is “12#”. The information will be kept in the system for 7 days after closure of the IPO.
12. By making and completing an Electronic Application, the Applicant agrees that:-
(a) in consideration of us making available the Electronic Application facility, through the ATMs
of the Participating Banks, and the Internet IPO Websites:-
(i) his Electronic Application is irrevocable; and
(ii) his Electronic Application, the acceptance of his Electronic Application by us and the
contract resulting therefrom under the Invitation shall be governed by and construed in
accordance with the laws of Singapore and he irrevocably submits to the non-exclusive
jurisdiction of the Singapore courts;
(b) none of us, the Manager, the Participating Banks, the Internet Banks or the Internet
Stockbrokers shall be liable for any delays, failures or inaccuracies in the recording, storage
or in the transmission or delivery of data relating to his Electronic Application to us or CDP
due to a breakdown or failure of transmission, delivery or communication facilities or any
risks referred to in paragraph 6 on page 165 of this Prospectus or to any cause beyond
their respective controls;
(c) he will not be entitled to exercise any remedy of rescission for misrepresentation at any
time after acceptance of his application; and
167

APPENDIX A
(d) in respect of the New Shares for which his Electronic Application has been successfully
completed and not rejected, acceptance of the Applicant’s Electronic Application shall be
constituted by written notification by or on behalf of us and not otherwise, notwithstanding
any payment received by or on behalf of us.
13. The Applicant should ensure that his personal particulars as recorded by CDP, us, the relevant
Participating Banks, Internet Banks and Internet Stockbrokers are correct and identical. Otherwise
his Electronic Application may be rejected. The Applicant should promptly inform CDP of any
change in his address, failing which the notification letter on successful allotment will be sent to
his address last registered with CDP.
14. The existence of a trust will not be recognised. Any Electronic Application by a trustee or
trustees must be made in his/their own name(s) and without qualification. We will reject any
application by any person acting as nominee.
Steps for ATM Electronic Applications through ATMs of DBS Bank (including its POSBank
Services division)
Instructions for ATM Electronic Applications will appear on the ATM screens of the Participating
Banks. For illustrative purposes, the steps for making an ATM Electronic Application through a DBS
Bank or POSBank ATM are shown below. Certain words appearing on the screen are in abbreviated
form (“A/c”, “amt”, “appln”, “&”, “I/C” and “No.” refer to “Account”, “amount”, “application”, “and”, “NRIC”
and “Number” respectively). Instructions for Electronic Applications on the ATM screens of Participating
Banks (other than DBS Bank) may differ slightly from those represented below.
Step 1 : Insert your personal DBS or POSBank ATM Card.
2 : Enter your Personal Identification Number
3 : Select “CASHCARD & MORE SERVICES”
4 : Select “ESA-IPO SHARE/BOND/RIGHTS”
5 : Select “ELECTRONIC SECURITY APPLN (IPO-SHARE/BOND)” to “SPH ASIAONE”
6 : Press the “ENTER” key to acknowledge:-
• You have read, understood & agreed to all terms of the appln & the
Prospectus/Document
• You consent to disclose your name, I/C/Passport No., address, nationality,
CDP Securities A/c No., CPF Investment A/c No. & share appln amount
from your bank account(s) to share registrars, SGX-ST, SCCS, CDP, CPF
issuer/vendor(s)
• For FIXED price share appln, this is your only appln and it is made in your
own name and at your own risk
• You are not a US person as referred to in the Prospectus/Document where
applicable
7 : Select your nationality
8 : Select the DBS Bank account (Autosave/Current/Savings/Savings Plus) or the
POSBank account (current/savings) from which to debit your application monies
9 : Enter the number of securities you wish to apply for using cash
168

APPENDIX A
10 : Enter your own 12-digit CDP Securities Account number. (Note: This step will be
omitted automatically if your CDP Securities Account number has already been stored
in the Bank’s records)
11 : Check the details of your share application, your IC/passport number, CDP Securities
Account number and no. of securities on the screen and press the “ENTER” key to
confirm application
12 : Remove the Transaction Record for your reference and retention only
Steps for application under the Internet Offer Tranche through our IPO website and the IB
website of Citibank
For illustrative purposes, the steps for making an application through our IPO website and the IB
website of Citibank known as CitiDirect is shown below. Instructions for Electronic Application on the
Internet IPO Websites of Internet Banks (other than Citibank) and Internet Stockbrokers may differ
from those represented below.
Step 1 : Access the AsiaOne IPO website at “www.asiaone.com/IPO”
2 : Login with username and password
3 : Click “Confirm” to confirm, inter alia, that you are in Singapore and you have read,
understood and agreed to all terms of Application and the Prospectus
4 : Click “Confirm” to confirm that you wish to subscribe for AsiaOne Shares
5 : Click on the button representing Citibank to apply for the New Shares through the IB
website of Citibank
Hyperlinked to Citibank’s IB website — CitiDirect
Step 6 : Enter your sign-on name
7 : Enter your ATM PIN
8 : Click on “Customer Service”
9 : Select “Electronic Shares Application”
10 : Click “I Agree” to confirm:
(a) You have read a copy of this Prospectus and understood and agreed to all the
terms and conditions of application for the shares pursuant to the invitation
(“Shares”) and this Prospectus prior to effecting the Electronic Application and
agree to be bound by the same.
(b) You consent to the disclosure of your name, NRIC or passport number, address,
nationality and permanent resident status, CDP Securities Account Number, CPF
Investment Account number (if applicable) and share application amount from
your account with Citibank to the Share Registrars, SCCS, CDP, CPF, the issuer
and the Manager.
(c) This application is your only application for the Shares and it is made in your
own name and at your own risk.
169

APPENDIX A
(d) This application is made in Singapore.
(e) You understand that these are not deposits or other obligations of, or guaranteed
or insured by Citibank N.A., Citigroup or any of their affiliates and are subject to
investment risks, including the possible loss of the principal amount invested.
(f) You are not a US Person.
11 : Select “SPH ASIAONE”
12 : Fill in details for share application and click “Next”
13 : Check details of your share application and your personal particulars on the screen
and click “Submit this Application” to submit your application
14 : Print “Record” (optional) for your reference and retention only
INTERNET OFFER TRANCHE : REGISTRATION WITH ASIAONE
New user: Steps for registration
Step 1 : Access the AsiaOne registration website at www.asiaone.com/registration
2 : Click on “New User”
3 : Fill in personal particulars and other information requested
4 : Click on “Submit”
5 : Upon successful registration, note the following on the “AsiaOne Registration,
Welcome” page
• Your AsiaOne username
• Your NRIC/PR No
• Your CDP Securities Account No
• Your verification ID No
6 : Ensure that your NRIC and CDP Securities Account Numbers are correct and that a
Verification number has been allotted to you. If the details are incorrect, click on
“AsiaOne MyAccount” to amend your details accordingly
7 : Print the “AsiaOne Registration” page for your own reference
170

Existing user: Verification of particulars
APPENDIX A
Step 1 : Access the AsiaOne registration website at www.asiaone.com/registration
2 : Click on “Existing AsiaOne User”
3 : Key in your User Name and Password then click on “Log in”
4 : Verify your personal particulars and provide other information requested
5 : Click on “Submit”
6 : Upon successful registration, note the following on the “AsiaOne Registration,
Welcome” page
• Your AsiaOne username
• Your NRIC/PR No
• Your CDP Securities Account No
• Your verification ID No
7 : Ensure that your NRIC and CDP Securities Account Numbers are correct and that a
Verification number has been allotted to you. If the details are incorrect, click on
“AsiaOne MyAccount” to amend your details accordingly
8 : Print the “AsiaOne Registration” page for your own reference
171

APPENDIX B
RULES OF THE ASIAONE PRE-IPO SHARE OPTION SCHEME
1. NAME OF THE SCHEME
The Scheme shall be called the “AsiaOne Pre-IPO Share Option Scheme”.
2. DEFINITIONS
2.1 In the Scheme, unless the context otherwise requires, the following words and expressions
shall have the following meanings:-
“Act” The Companies Act, Chapter 50 of Singapore.
“Adoption Date” The date on which the Scheme is adopted by the Company in general
meeting.
“Aggregate The total amount payable for Ordinary Shares which may be acquired
Subscription Cost” on the exercise of an Option.
“Auditors” The auditors of the Company for the time being.
“Board” The board of directors of the Company.
“CDP” The Central Depository (Pte) Limited.
“CPF” The Central Provident Fund.
“Committee” A committee comprising directors of the Company and such other
person or persons as may be nominated by the holding company for
the time being of the Company, duly authorised and appointed by the
Board to administer the Scheme.
“Company” SPH AsiaOne Ltd, a company incorporated in the Republic of
Singapore.
“Date of Grant” The date on which an Option is granted pursuant to Rule 5.
“Employee” An employee of the Group (including any Executive Director) selected
by the Committee to participate in the Scheme in accordance with
Rule 3.1(a).
“Executive Director” A director of the Company and/or its subsidiaries, as the case may
be, who performs an executive function.
“Exercise Period” The period for the exercise of an Option, being:-
(a) in the case of an Option granted to an Employee, a period
commencing on the date falling six months after the Listing Date,
and expiring on the earlier of (i) the tenth anniversary of the Date
of Grant of that Option and (ii) the fifth anniversary of the Listing
Date; and
172

APPENDIX B
(b) in the case of an Option granted to a Non-Executive Director, a
period commencing on the date falling six months after the Listing
Date, and expiring on the fifth anniversary of the Date of Grant
of that Option,
subject as provided in Rules 6, 7 and 10 and any other conditions as
may be introduced by the Committee from time to time.
“Exercise Price” The price at which a Participant shall subscribe for each Ordinary
Share upon the exercise of an Option which shall be the price as
determined in accordance with Rule 4.
“Fair Market Value” The fair market value for each Ordinary Share as determined by the
Committee in its absolute discretion.
“Grantee” The person to whom an offer of an Option is made.
“Group” The Company and its subsidiaries.
“Listing Date” The date on which the Ordinary Shares are listed on the official list
of the Stock Exchange in connection with the initial public offering of
the Ordinary Shares.
“Long-Stop Date” The date falling on the second anniversary of the Adoption Date.
“Non-Executive A director of the Company and/or its subsidiaries, as the case may
Director” be, other than an Executive Director, selected by the Committee to
participate in the Scheme in accordance with Rule 3.1(b).
“Option” The right to subscribe for Ordinary Shares granted or to be granted
pursuant to the Scheme and for the time being subsisting.
“Ordinary Shares” Ordinary shares of $0.05 each in the capital of the Company.
“Participant” The holder of an Option.
“Scheme” AsiaOne Pre-IPO Share Option Scheme, as modified or altered from
time to time.
“Stock Exchange” Singapore Exchange Securities Trading Limited and/or any other stock
exchange as may be determined by the Committee.
“$” Singapore dollar.
2.2 Words importing the singular number shall, where applicable, include the plural number and
vice versa. Words importing the masculine gender shall, where applicable, include the feminine
and neuter gender.
2.3 Any reference to a time of a day in the Scheme is a reference to Singapore time.
2.4 Any reference in the Scheme to any enactment is a reference to that enactment as for the
time being amended or re-enacted. Any word defined under the Act or any statutory modification
thereof and used in the Scheme shall have the meaning assigned to it under the Act.
173

3. ELIGIBILITY OF PARTICIPANTS
APPENDIX B
3.1 The following persons shall be eligible to participate in the Scheme, at the absolute discretion
of the Committee:-
(a) full-time Employees who have attained the age of 21 years; and
(b) Non-Executive Directors.
3.2 Participants who are eligible and selected by the Committee to participate in the Scheme shall
not, unless with the prior approval of the Committee in its absolute discretion, be eligible to
participate in other share option schemes implemented by the Company, its subsidiaries or its
parent company.
3.3 The selection of the Participants and the number of Ordinary Shares in respect of which
Options are to be offered to selected Participants shall be determined by the Committee, in its
absolute discretion, taking into account criteria such as performance of the Participant, provided
that the aggregate number of Ordinary Shares which may be offered by way of grant of Options
to Non-Executive Directors under the Scheme shall not exceed five per cent of the total number
of Ordinary Shares available under the Scheme.
4. EXERCISE PRICE
4.1 Subject to any adjustment pursuant to Rule 9, the Exercise Price to be paid for each Ordinary
Share on exercise of an Option shall be the price determined by the Committee in its absolute
discretion to be the Fair Market Value of the Ordinary Share as at the Date of Grant of that
Option. In determining the Fair Market Value of an Ordinary Share for these purposes, the
Committee shall be at liberty to take into consideration such criteria as the Committee may in
its absolute discretion, deem appropriate, including (but not limited to) any valuation of the
Ordinary Shares obtained from an independent merchant bank. A certificate issued by a duly
authorised officer of the Company as to the Fair Market Value of the Ordinary Share shall be
conclusive and binding on all Participants.
4.2 The Exercise Price in respect of an Option shall, in no event, be less than the nominal value
of the Ordinary Share.
5. GRANT AND ACCEPTANCE OF OPTIONS
5.1 The Committee may, subject as provided in Rule 11, grant Options at any time.
5.2 The Letter of Offer to grant an Option shall be in, or substantially in, the form set out in
Schedule A, subject to such modification as the Committee may from time to time determine.
5.3 An Option shall be personal to the person to whom it is granted and shall not be transferred
(other than to a Participant’s personal representative on the death of that Participant), charged,
assigned, pledged or otherwise disposed of, in whole or in part, except with the prior approval
of the Committee.
5.4 The grant of an Option shall be accepted by the Grantee within 14 days from the Date of
Grant of that Option and, in any event, not later than 5.00 p.m. on the 14th day from such
Date of Grant by completing, signing and returning the Acceptance Form in or substantially in
the form set out in Schedule B, subject to such modification as the Committee may from time
to time determine, accompanied by payment of S$1.00 as consideration.
174

APPENDIX B
5.5 Unless the Committee determines otherwise, an Option shall automatically lapse and become
null, void and of no effect and shall not be capable of acceptance if:-
(a) it is not accepted in the manner provided in Rule 5.4 above within the 14 day period;
(b) the Grantee dies prior to his acceptance of the Option;
(c) the Grantee is adjudicated a bankrupt or enters into composition with his creditors prior to
his acceptance of the Option;
(d) the Grantee (being an Employee) ceases to be in the employment of the Company/Group
for any reason prior to his acceptance of the Option;
(e) the Grantee (being a Non-Executive Director) ceases to be on the board of directors of
the Company or, as the case may be, a subsidiary of the Company, prior to his acceptance
of the Option; or
(f) the Company is liquidated or wound-up prior to the Grantee’s acceptance of the Option.
6. CANCELLATION OF OPTIONS
6.1 No Option may be exercisable prior to the Listing Date. Notwithstanding any other provision in
the Scheme, in the event that the Listing Date does not occur on or before the Long-Stop
Date, all Options granted under the Scheme prior to the Long-Stop Date shall, without further
action by the Company and/or the Grantees thereof, be automatically cancelled, on and with
effect from the Long-Stop Date. Upon such cancellation, all such Options shall thereupon
immediately lapse without any further claim against the Company and, except as provided in
Rule 6.2 below, the respective Grantees shall have no further rights in respect thereof.
6.2 The Company shall, within 30 days after the Long-Stop Date, pay to each Grantee in respect
of each Ordinary Share comprised in an Option which has been cancelled pursuant to Rule
6.1, an amount determined to be the sum equal to the difference (if any) between:-
(a) the Fair Market Price for each Ordinary Share as at the Long-Stop Date (the “Surrender
Value”); and
(b) the Exercise Price applicable to that Ordinary Share.
The Fair Market Value for each Ordinary Share as at the Long-Stop Date shall be determined
based on the issued and paid-up share capital of the Company as at the Long-Stop Date,
assuming for such purposes that all Options outstanding as at the Long-Stop Date have been
exercised in full and, in determining the Fair Market Value of an Ordinary Share for these
purposes, the Committee shall be at liberty to take into consideration such criteria as the
Committee may in its absolute discretion, deem appropriate, including (but not limited to) any
valuation of the Ordinary Shares obtained from an independent merchant bank.
For the avoidance of doubt, no payment shall be made by the Company to a Grantee in the
event that the Surrender Value of each Ordinary Share comprised in an Option which has
been cancelled pursuant to Rule 6.1 is less than the Exercise Price applicable thereto.
6.3 A certificate issued by a duly authorised officer of the Company as to the Surrender Value of
the Ordinary Share shall be conclusive and binding on all Participants.
175

7. RIGHTS TO EXERCISE OPTIONS
APPENDIX B
7.1 Subject as provided in Rules 6, 7, and 10, each Option shall be exercisable, in whole or in
part, during the Exercise Period applicable to that Option, in the case of an Option granted to
an Employee, in accordance with the vesting schedule set out in (a) below and, in the case of
an Option granted to a Non-Executive Director, in accordance with the vesting schedule set
out in (b) below:-
(a) Vesting schedule for Employees
Vesting Schedule Percentage of Ordinary
Shares over which an
Option is exercisable
Before the date falling six months from the Listing Date Nil
On or after the date falling six months from the Listing
Date but before the first anniversary of the Listing Date 20
On or after the first anniversary of the Listing Date but
before the date falling eighteen months from the Listing
Date 20
On or after the date falling eighteen months from the
Listing Date but before the second anniversary of the
Listing Date 20
On or after the second but before the third anniversary of
the Listing Date 20
On or after the third anniversary of the Listing Date but
before the earlier of (i) the tenth anniversary of the
Date of Grant and (ii) the fifth anniversary of the
Listing Date 20
(b) Vesting Schedule for Non-Executive Directors
Vesting Schedule Percentage of Ordinary
Shares over which an
Option is exercisable
Before the date falling six months from the Listing Date Nil
On or after the date falling six months from the Listing
Date but before the fifth anniversary of the Date of Grant 100
7.2 In relation to an Option, if the Participant, during any of the periods specified in Rule 7.1(a) or
(b) above, as the case may be, exercises that Option for such number of Ordinary Shares
which, in aggregate, represents less than the number of Ordinary Shares for which the
Participant may exercise in respect of such period, the balance of the Ordinary Shares comprised
in that Option for which the Participant could have exercised (but did not exercise) in that
period shall be carried forward and added to the number of Ordinary Shares (but shall not be
taken into account in determining the number of Ordinary Shares) which the Participant may
exercise in the next succeeding period or periods.
176

APPENDIX B
7.3 An Option shall, to the extent unexercised, immediately lapse without any claim whatsoever
against the Company:-
(a) subject to Rules 7.4 and 7.5, upon the Participant ceasing to be in the full-time employment
of the Group for any reason whatsoever; or
(b) upon the bankruptcy of the Participant or the happening of any other event which results
in his being deprived of the legal or beneficial ownership of such Option; or
(c) in the event of misconduct on the part of the Participant as determined by the Committee
in its discretion.
For the purposes of Rule 7.3(a), the Participant shall be deemed to have ceased to be so
employed as of the last day of his employment with the Group.
7.4 If a Participant, being an Employee, ceases to be employed by the Company or any of its
subsidiaries by reason of his:-
(a) ill health, injury or disability (in each case, evidenced to the satisfaction of the Committee);
(b) redundancy;
(c) retirement at or after the legal retirement age; or
(d) resignation after reaching the age of 55, provided he has been in the service of the
Company or any of its subsidiaries, for at least five years prior to such resignation,
or any other reason approved in writing by the Committee, he may exercise any Option in
respect of all or any of the Ordinary Shares comprised in that Option:-
(i) in the case where the cessation of employment occurs after the first day of the Exercise
Period in respect of such Option, within the period of six months after the date of such
cessation of employment or before the expiry of the Exercise Period in respect of that
Option, whichever is earlier, and upon expiry of such period, the Option shall lapse; and
(ii) in the case where the cessation of employment occurs before the first day of the Exercise
Period in respect of such Option, within the period of six months after the first day of the
Exercise Period in respect of that Option, and upon expiry of such period, the Option shall
lapse.
7.5 If a Participant dies, whether or not while still in the employment of the Company or any of its
subsidiaries, and at the date of his death holds any unexercised Option, such Option shall
continue to be exercisable by the duly appointed personal representatives of the Participant in
respect of all or any of the Ordinary Shares comprised in that Option:-
(a) in the case where death occurs after the first day of the Exercise Period in respect of
such Option, within the period of six months after such death occurs or before the expiry
of the Exercise Period in respect of that Option, whichever is earlier, and upon expiry of
such period, the Option shall lapse; and
(b) in the case where death occurs before the first day of the Exercise Period in respect of
such Option, within the period of six months after the first day of the Exercise Period in
respect of that Option, and upon expiry of such period, the Option shall lapse.
177

7.6 In the event that:-
APPENDIX B
(a) a Participant, being a Non-Executive Director, ceases to be a Non-Executive Director for
any reason whatsoever; or
(b) the employment of a Participant, being an Employee, is transferred between the Group
and any other company related to the Company,
any Option held by him shall, to the extent unexercised, immediately lapse without any claim
against the Company, unless otherwise determined by the Committee in its absolute discretion.
In exercising such discretion, the Committee may, notwithstanding the provisions of Rule 7.1,
also determine the number of Ordinary Shares in respect of which that Option may be exercised
and the period during which such Option may continue to be exercisable, provided that such
period may not in any event exceed the Exercise Period applicable to such Option.
8. EXERCISE OF OPTIONS, ALLOTMENT AND LISTING OF ORDINARY SHARES
8.1 Subject to Rule 7.1, an Option may be exercised, in whole or in part, by a Participant giving
notice in writing to the Company in or substantially in the form set out in Schedule C, subject
to such modification as the Committee may from time to time determine. Such notice must be
accompanied by a remittance for the Aggregate Subscription Cost in respect of the Ordinary
Shares for which that Option is exercised and any other documentation the Committee may
require. An Option shall be deemed to be exercised upon receipt by the Company of the said
notice, duly completed, and the Aggregate Subscription Cost.
8.2 All payments made pursuant to Rule 8.1 shall be made by cheque, cashier’s order, banker’s
draft or postal order made out in favour of the Company or such other mode of payment as
may be acceptable to the Company.
8.3 Subject to such consents or other required action of any competent authority under any
regulations or enactment for the time being in force as may be necessary and subject to
compliance with the terms of the Scheme and the Memorandum and Articles of Association of
the Company, the Company shall, within 10 business days after the exercise of an Option,
allot the relevant Ordinary Shares and despatch to CDP the relevant share certificates by
ordinary post or such other mode as the Committee may deem fit.
8.4 The Company shall, as soon as practicable after such allotment, apply to the Stock Exchange
for permission to deal in and for quotation of such Ordinary Shares.
8.5 Ordinary Shares which are allotted on the exercise of an Option by a Participant shall be
issued in the name of CDP to the credit of the securities account of that Participant maintained
with CDP, the securities sub-account maintained with a Depository Agent or the CPF investment
account maintained with a CPF agent bank.
8.6 Ordinary Shares allotted and issued on exercise of an Option shall be subject to all the
provisions of the Memorandum and Articles of Association of the Company, and shall rank in
full for all entitlements, including dividends or other distributions declared or recommended in
respect of the then existing Ordinary Shares, the Record Date for which is on or after the
relevant date upon which such exercise occurred and shall in all other respects rank pari
passu with other existing Ordinary Shares then in issue. “Record Date” means the date fixed
by the Company for the purposes of determining entitlements to dividends or other distributions
to or rights of holders of Ordinary Shares.
8.7 The Company shall keep available sufficient unissued Ordinary Shares to satisfy the full exercise
of all Options for the time being remaining capable of being exercised.
178

9. VARIATION OF CAPITAL
APPENDIX B
9.1 If a variation in the issued share capital of the Company (whether by way of a capitalisation of
profits or reserves or rights issue, reduction, subdivision, consolidation or distribution, or
otherwise howsoever) shall take place, then the Committee may determine whether:-
(a) the Exercise Price for the Ordinary Shares, the nominal amount, class and/or number of
Ordinary Shares comprised in an Option to the extent unexercised; and/or
(b) the nominal amount, class and/or the maximum number of Ordinary Shares over which
Options may be granted under the Scheme,
shall be adjusted and, if so, the manner in which such adjustment should be made. However,
the cancellation of issued Ordinary Shares purchased or acquired by the Company during the
period when a share purchase mandate granted by shareholders of the Company (including
any renewal of such mandate) is in force by way of a market purchase of such Ordinary
Shares undertaken by the Company on the Stock Exchange shall not normally be regarded as
a circumstance requiring adjustment, unless the Committee shall consider an adjustment to be
appropriate, or unless the Committee determines that an adjustment should be made, having
regard to market purchases of Ordinary Shares undertaken by the Company from time to time
during the period the share purchase mandate (or any renewal thereof) is in force.
For this purpose, save as otherwise provided in Rule 9.2, any issue of Ordinary Shares by the
Company at an issue price per Ordinary Share which is less than the Exercise Price of any
Option granted under the Scheme shall be deemed to amount to a variation in the issued
share capital of the Company.
9.2 The issue of securities as consideration for an acquisition will not normally be regarded as a
circumstance requiring adjustment, unless the Committee shall consider an adjustment to be
appropriate. Neither the issue of Ordinary Shares in connection with the initial public offering
of the Ordinary Shares nor the issue of Ordinary Shares to Singapore Press Holdings Ltd (or
its nominee) at the par value of such Ordinary Shares prior to the Listing Date shall be
regarded as circumstances requiring adjustment.
9.3 Notwithstanding the provisions of Rule 9.1:-
(a) no adjustment shall be made if, as a result, the Exercise Price shall fall below the nominal
amount of an Ordinary Share and if such adjustment would result in the Exercise Price
being less than the nominal amount of an Ordinary Share, the Exercise Price payable
shall be the nominal amount of an Ordinary Share; and
(b) where the Committee determines to make any adjustment, the manner in which such
adjustment should be made must be confirmed in writing by the Auditors (acting as experts
and not as arbitrators) to be in their opinion, fair and reasonable.
9.4 Upon any adjustment required to be made pursuant to this Rule 9, the Company shall notify
the Participant (or his duly appointed personal representatives where applicable) in writing and
deliver to him (or his duly appointed personal representatives where applicable) a statement
setting forth the revised Exercise Price and the nominal value, class and/or revised number of
Ordinary Shares on the exercise of the Option. Any adjustment shall take effect upon such
written notification being given.
179

APPENDIX B
10. TAKE-OVER AND WINDING-UP OF THE COMPANY
10.1 (a) Notwithstanding any other provision in the Scheme, in the event of a take-over being
made for the Ordinary Shares before the Listing Date and before the Long-Stop Date, all
Options granted under the Scheme shall, without further action by the Company and/or
the Grantees thereof, be automatically cancelled, on and with effect from the date on
which such offer is made or, if such offer is conditional, the date on which such offer
becomes or is declared unconditional, as the case may be. Upon such cancellation, all
such Options shall thereupon immediately lapse without further claim against the Company
and, except as provided in Rule 10.5, the respective Grantees shall have no further rights
in respect thereof.
(b) Notwithstanding Rule 7 but subject to Rule 10.6, in the event of a take-over being made
for the Ordinary Shares after the Listing Date, a Participant shall be entitled to exercise
any Option held by him and as yet unexercised in respect of all or any of the Ordinary
Shares comprised in that Option, in the period commencing on the date on which such
offer is made or, if such offer is conditional, the date on which such offer becomes or is
declared unconditional, as the case may be, and ending on the earlier of:-
(i) the expiry of six (6) months thereafter, unless prior to the expiry of such six-month
period, at the recommendation of the offeror and with the approvals of the Committee
and the Stock Exchange, such expiry date is extended to a later date (in either case,
being a date falling not later than the expiry of the Exercise Period relating thereto);
or
(ii) the date of expiry of the Exercise Period relating thereto,
whereupon the Option then remaining unexercised shall lapse.
Provided that if during such period, the offeror becomes entitled or bound to exercise
rights of compulsory acquisition under the provisions of the Act and, being entitled to do
so, gives notice to the Participants that it intends to exercise such rights on a specified
date, the Option shall remain exercisable by the Participant until the expiry of such specified
date or the expiry of the Exercise Period relating thereto, whichever is earlier. Any Option
not so exercised shall lapse provided that the rights of acquisition or obligations to acquire
shall have been exercised or performed, as the case may be. If such rights or obligations
have not been exercised or performed, the Option shall, notwithstanding Rule 7, remain
exercisable until the expiry of the Exercise Period relating thereto.
10.2 (a) If under the Act, the court sanctions a compromise or arrangement proposed for the
purposes of, or in connection with, a scheme for the reconstruction of the Company or its
amalgamation with another company or companies before the Listing Date and before the
Long-Stop Date, all Options granted under the Scheme shall, notwithstanding any other
provision in the Scheme, without further action by the Company and/or the Grantees
thereof, be automatically cancelled, on and with effect from the date on which the
compromise or arrangement is sanctioned by the court. Upon such cancellation, all such
Options shall thereupon immediately lapse without further claim against the Company
and, except as provided in Rule 10.5, the respective Grantees shall have no further rights
in respect thereof.
180

APPENDIX B
(b) If under the Act, the court sanctions a compromise or arrangement proposed for the
purposes of, or in connection with, a scheme for the reconstruction of the Company or its
amalgamation with another company or companies after the Listing Date, each Participant
shall be entitled, notwithstanding Rule 7 but subject to Rule 10.6, to exercise any Option
then held by him in respect of all or any of the Ordinary Shares comprised in that Option
during the period commencing on the date upon which the compromise or arrangement is
sanctioned by the court and ending either on the expiry of 60 days thereafter or the date
upon which the compromise or arrangement becomes effective, whichever is later (but not
after the expiry of the Exercise Period relating thereto), whereupon the Option shall lapse
and become null and void.
10.3 If an order is made for the winding-up of the Company on the basis of its insolvency, all
Options, to the extent unexercised, shall lapse and become null and void.
10.4 (a) In the event of a members’ solvent voluntary winding-up (other than for amalgamation or
reconstruction) occurring before the Listing Date and before the Long-Stop Date, all Options
granted under the Scheme shall, notwithstanding any other provision in the Scheme, without
further action by the Company and/or the Grantees thereof, be automatically cancelled,
on and with effect from the date of the passing of the resolution of such winding-up. Upon
such cancellation, all such Options shall thereupon immediately lapse without further claim
against the Company and, except as provided in Rule 10.5, the respective Grantees shall
have no further rights in respect thereof.
(b) Notwithstanding Rule 7 but subject to Rule 10.6, in the event of a members’ solvent
voluntary winding-up (other than for amalgamation or reconstruction) occurring after the
Listing Date, the Participant shall be entitled, within 30 days of the passing of the resolution
of such winding-up (but not after the expiry of the Exercise Period relating thereto), to
exercise any unexercised Option in respect of all or any of the Ordinary Shares comprised
in that Option, after which such unexercised Options shall lapse and become null and
void.
10.5 The Company shall, within 30 days after the date on which the Options are cancelled pursuant
to Rule 10.1(a), Rule 10.2(a) or, as the case may be, Rule 10.4(a) (the “Cancellation Date”),
pay to each Grantee in respect of each Ordinary Share comprised in an Option which has
been cancelled pursuant to Rule 10.1(a), Rule 10.2(a) or, as the case may be, Rule 10.4(a),
an amount determined to be the sum equal to the difference (if any) between:-
(a) the Fair Market Value for each Ordinary Share as at the Cancellation Date (the “Cancellation
Value”); and
(b) the Exercise Price applicable to that Ordinary Share.
The Fair Market Value for each Ordinary Share as at the Cancellation Date shall be determined
based on the issued and paid-up share capital of the Company as at the Cancellation Date,
assuming for such purposes that all Options outstanding as at the Cancellation Date have
been exercised in full and, in determining the Fair Market Value of an Ordinary Share for these
purposes, the Committee shall be at liberty to take into consideration such criteria as the
Committee may in its absolute discretion, deem appropriate, including (but not limited to) any
valuation of the Ordinary Shares obtained from an independent merchant bank.
For the avoidance of doubt, no payment shall be made by the Company to a Grantee in the
event that the Cancellation Value of each Ordinary Share comprised in an Option which has
been cancelled pursuant to Rule 10.1(a), Rule 10.2(a) or, as the case may be, Rule 10.4(a),
is less than the Exercise Price applicable thereto.
A certificate issued by a duly authorised officer of the Company as to the Cancellation Value
of the Ordinary Share shall be conclusive and binding on all Participants.
181

APPENDIX B
10.6 If in connection with the making of a general offer referred to in Rule 10.1(a) or a scheme
referred to in Rule 10.2(b) or the winding-up referred to in Rule 10.4(b), arrangements are
made (which are confirmed in writing by the Auditors to be fair and reasonable) for the
compensation of Participants, whether by the continuation of their Options or the payment of
cash or the grant of other options or otherwise, a Participant holding an Option, as yet not
exercised, may not, at the discretion of the Committee, be permitted to exercise that Option as
provided for in Rule 10.1(b), Rule 10.2(b) or, as the case may be, Rule 10.4(b).
10.7 To the extent that an Option is not exercised within the periods referred to in Rule 10.1(b),
Rule 10.2(b) or, as the case may be, Rule 10.4(b), it shall lapse and become null and void.
11. LIMITATION ON THE SIZE OF THE SCHEME
The aggregate nominal amount of Ordinary Shares over which the Committee may grant Options
on any date, when added to the nominal amount of Ordinary Shares issued and issuable in
respect of all Options granted under the Scheme, shall not exceed 10 per cent. of the issued
ordinary share capital of the Company on the day preceding that date.
12. ADMINISTRATION OF THE SCHEME
12.1 The Scheme shall be administered by the Committee in its absolute discretion and with such
powers and duties as conferred on it by the Board, provided that no member of the Committee
shall participate in any deliberation or decision in respect of Options to be granted to him or
held by him.
12.2 The Committee shall have the power, from time to time, to make and vary such regulations for
the implementation and administration of the Scheme as they think fit.
12.3 Any decision of the Committee made pursuant to any provision of the Scheme shall be final
and binding (including any decisions pertaining to disputes as to the interpretation of the
Scheme or any rule, regulation, procedure thereunder or as to any rights under the Scheme).
12.4 Neither the Scheme nor the grant of Options under the Scheme shall impose on the Company
or the Committee any liability whatsoever in connection with:-
(a) the cancellation, lapsing or early expiry of any Options pursuant to any provision of the
Scheme;
(b) the failure or refusal by the Committee to exercise, or the exercise by the Committee of,
any discretion under the Scheme; and/or
(c) any decision or determination of the Committee and/or the Auditors and/or any independent
merchant bank made pursuant to any provision of the Scheme.
13. NOTICES
13.1 Any notice by a Participant required to be given by a Participant to the Company shall be sent
or made to the registered office of the Company or such other addresses as may be notified
by the Company to him in writing.
13.2 Any notices or documents required to be given to a Participant or any correspondence to be
made between the Company and the Participant shall be given or made by the Committee (or
such person(s) as it may form time to time direct) on behalf of the Company and shall be
delivered to him by hand or sent to him at his home address according to the records of the
Company or the last known address of the Participant or if sent by post, shall be deemed to
have been given on the day following the date of posting.
182

14. MODIFICATIONS TO THE SCHEME
APPENDIX B
Any or all of the provisions of the Scheme may be modified and/or altered at any time and
from time to time by resolution of the Committee, save that:-
(a) any modification which materially and adversely alters the rights attaching to any Option
granted prior to such modifications or alterations may only be made with the consent of
such number of Participants who, if they exercised their Options in full, would thereby
become entitled to not less than three-quarters in nominal amount of all the Ordinary
Shares which would fall to be allotted upon exercise in full of all outstanding Options; and
(b) any modification or alteration which would be to the advantage of the Participants under
the Scheme shall be subject to the prior approval of the Company’s shareholders in general
meeting.
For the purpose of Rule 14, the opinion of the Committee as to whether any modification or
alteration would materially and adversely alter the rights attaching to any Option shall be final
and conclusive.
15. TERMS OF EMPLOYMENT UNAFFECTED
The terms of employment of a Participant (being an Employee) shall not be affected by his
participation in the Scheme, which shall neither form part of such terms nor entitle him to take
into account such participation in calculating any compensation or damages on the termination
of his employment for any reason.
16. DURATION OF THE SCHEME
16.1 The duration of the Scheme shall commence on the Adoption Date and shall terminate on the
Listing Date or the Long-Stop Date, whichever is the earlier. On the termination of the Scheme,
no further Options shall be granted by the Company pursuant to the Scheme.
16.2 In the event that the Listing Date occurs on or before the Long-Stop Date, the termination of
the Scheme on the Listing Date shall not affect any Options, or prejudice the rights of the
Participants in respect of Options, which have been granted and accepted before the Listing
Date. In the event that the Listing Date does not occur on or before the Long-Stop Date, all
Options which have been granted and accepted before the termination of the Scheme on the
Long-Stop Date shall be cancelled in accordance with Rule 6.
17. TAXES
All taxes (including income tax) arising from the cancellation of any Option and the payment of
the Surrender Value or, as the case may be, the Cancellation Value in respect thereof or from
the exercise of any Option granted to any Participant under the Scheme shall be borne by that
Participant.
18. COSTS AND EXPENSES OF THE SCHEME
18.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with the
issue and allotment of any Ordinary Shares pursuant to the exercise of any Option in CDP’s
name, the deposit of share certificate(s) with CDP, the Participant’s securities account with
CDP, or the Participant’s securities sub-account with a Depository Agent or CPF investment
account with a CPF agent bank.
183

APPENDIX B
18.2 Save for the taxes referred to in Rule 17 and such other costs and expenses expressly provided
in the Scheme to be payable by the Participants, all fees, costs and expenses incurred by the
Company in relation to the Scheme including but not limited to the fees, costs and expenses
relating to the allotment and issue of Ordinary Shares pursuant to the exercise of any Option
shall be borne by the Company.
19. DISCLAIMER OF LIABILITY
Notwithstanding any provisions herein contained, the Committee and the Company shall not
under any circumstances be held liable for any costs, losses, expenses and damages whatsoever
and howsoever arising in any event, including but not limited to the Company’s delay in issuing
the Ordinary Shares or applying for or procuring the listing of the Ordinary Shares on the
Stock Exchange in accordance with Rule 8.4.
20. DISPUTES
Any disputes or differences of any nature arising hereunder shall be referred to the Committee
and its decision shall be final and binding in all respects.
21. GOVERNING LAW
The Scheme shall be governed by, and construed in accordance with, the laws of the Republic
of Singapore. The Participants, by accepting the Options in accordance with the Scheme, and
the Company submit to the exclusive jurisdiction of the courts of the Republic of Singapore.
184

To: [Name]
[Designation]
[Address]
Dear Sir/Madam,
APPENDIX B
ASIAONE PRE-IPO SHARE OPTION SCHEME
LETTER OF OFFER
185
Serial No:
Date:
Private and Confidential
Schedule A
We have the pleasure of informing you that you have been nominated by the Board of Directors of
SPH AsiaOne Ltd (the “Company”) to participate in the AsiaOne Pre-IPO Share Option Scheme (the
“Scheme”). Terms as defined in the Scheme shall have the same meaning when used in this letter.
Accordingly, in consideration of the payment of a sum of $1.00, an offer is hereby made to grant you
an option (the “Option”), to subscribe for and be allotted Ordinary Shares at the
price of $ for each Ordinary Share. The Option is personal to you and shall not be
transferred, charged, pledged, assigned or otherwise disposed of by you, in whole or in part, except
with the prior approval of the Committee duly authorised and appointed to administer the Scheme.
The Option shall be subject to the terms of the Scheme, a copy of which is enclosed herewith.
If you wish to accept the offer, please sign and return the enclosed Acceptance Form with a sum of
$1.00 not later than 5.00 p.m. on , failing which this offer will lapse.
Yours faithfully

To: SPH AsiaOne Ltd,
News Centre,
82 Genting Lane,
Singapore 349567.
APPENDIX B
ASIAONE PRE-IPO SHARE OPTION SCHEME
Attn: The Administrator
AsiaOne Pre-IPO Share Option Scheme
Closing Date for Acceptance of Offer :
Number of Ordinary Shares Offered :
Exercise Price for each Ordinary Share : $
Total Amount Payable : $
ACCEPTANCE FORM
186
Serial No:
Schedule B
I have read your Letter of Offer dated and agree to be bound by the terms of
the Letter of Offer and the Scheme referred to therein. Terms defined in your Letter of Offer shall
have the same meanings when used in this Acceptance Form.
I hereby accept the Option to subscribe for Ordinary Shares at $ for
each Ordinary Share and enclose cash for $1.00 in payment for the purchase of the Option.
I understand that I am not obliged to exercise the Option.
I confirm that my acceptance of the Option will not result in the contravention of any applicable law
or regulation in relation to the ownership of Ordinary Shares in the Company or options to subscribe
for such Ordinary Shares.
I agree to keep all information pertaining to the grant of the Option to me confidential.
I further acknowledge that you have not made any representation to induce me to accept the offer
and that the terms of the Letter of Offer and this Acceptance Form constitute the entire agreement
between us relating to the offer.

Please print in block letters
Name in full :
Designation :
Address :
Nationality :
*NRIC/Passport No. :
Signature :
Date :
* Delete accordingly
APPENDIX B
187

APPENDIX B
ASIAONE PRE-IPO SHARE OPTION SCHEME
EXERCISE OF OPTION TO SUBSCRIBE FORM
Total number of ordinary shares of $0.05 each (the
“Ordinary Shares”) offered at $ for each
Ordinary Share under the Scheme on
(Date of Grant) :
Number of Ordinary Shares previously allotted thereunder :
Outstanding balance of Ordinary Shares to be allotted
thereunder :
Number of Ordinary Shares now to be subscribed :
To: SPH AsiaOne Ltd,
News Centre,
82 Genting Lane,
Singapore 349567.
Attn: The Administrator
AsiaOne Pre-IPO Share Option Scheme
188
Schedule C
1. Pursuant to your Letter of Offer dated and my acceptance thereof, I hereby
exercise the Option to subscribe for Ordinary Shares in the capital of SPH
AsiaOne Ltd (the “Company”) at $ for each Ordinary Share.
2. I enclose a *cheque/cashier’s order/banker’s draft/postal order no. for
$ by way of subscription for the total number of the said Ordinary Shares.
3. I agree to subscribe for the said Ordinary Shares subject to the terms of the Letter of Offer, the
AsiaOne Pre-IPO Share Option Scheme and the Memorandum and Articles of Association of
the Company.
4. I declare that I am subscribing for the said Ordinary Shares for myself and not as a nominee
for any other person.
5. I request the Company to allot and issue the said Ordinary Shares referred to in paragraph 1
above in the name of The Central Depository (Pte) Limited (the “Depository”) and to deliver to
the Depository the certificate(s) for the Ordinary Shares for credit to my securities account as
specified below and I hereby agree to bear such fees or other charges as may be imposed by
the Depository and any stamp duty payable in respect thereof:-
*(i) Direct Securities Account No.:
or

APPENDIX B
*(ii) Sub-Account No. and Name of Depository Agent
Sub-Account No.:
Name of Depository Agent:
or
*(iii) CPF Investment Account No. and Name of Agent Bank
CPF Investment Account No.:
Name of Agent Bank:
Please print in block letters
Name in full :
Designation :
Address :
Nationality :
*NRIC/Passport No. :
Signature :
Date :
* Delete accordingly
189

APPENDIX C
RULES OF THE ASIAONE (2000) POST-IPO SHARE OPTION SCHEME
1. NAME OF THE SCHEME
The Scheme shall be called the “AsiaOne (2000) Post-IPO Share Option Scheme” (the
“Scheme”).
2. DEFINITIONS
2.1 In the Scheme, unless the context otherwise requires, the following words and expressions
shall have the following meanings:-
“Act” The Companies Act, Chapter 50 of Singapore, as amended,
modified or supplemented from time to time.
“Adoption Date” The date on which the Scheme is adopted by the Company in
general meeting.
“Aggregate Subscription The total amount payable for Shares which may be acquired on
Cost” the exercise of an Option.
“Articles” The Articles of Association of the Company, as amended from
time to time.
“Associated Company” A company in which at least twenty (20) per cent. but not more
than fifty (50) per cent. of its shares are held by the Company
and/or its subsidiaries, or a subsidiary of such company, and over
whose management the Company has control.
“Associated Company Any confirmed employee of an Associated Company (including any
Executive” Associated Company Executive Director) selected by the Committee
to participate in the Scheme in accordance with Rule 4.1(c)(ii).
“Associated Company A director of an Associated Company who performs an executive
Executive Director” function within the relevant Associated Company.
“Auditors” The auditors of the Company for the time being.
“CDP” The Central Depository (Pte) Limited.
“CPF” Central Provident Fund.
“Committee” A committee comprising Directors nominated by the Board of
Directors and one nominee of the Parent Company, duly authorised
and appointed by the Board of Directors to administer the Scheme.
“Company” SPH AsiaOne Ltd, a company incorporated in the Republic of
Singapore.
“control” The capacity to dominate decision making, directly or indirectly, in
relation to the financial and operating policies of the Company.
“Date of Grant” In relation to an Option, the date on which the Option is granted
pursuant to Rule 5.
190

APPENDIX C
“Exercise Period” The period for the exercise of an Option, being:-
(a) in the case of an Option granted to a person who is an
employee of the Company or its related corporation, a period
commencing after the 1 st anniversary of the Date of Grant
and expiring on the 10 th anniversary of such Date of Grant;
(b) in the case of an Option granted to a person who is not an
employee of the Company or its related corporation, a period
commencing after the 1 st anniversary of the Date of Grant
and expiring on the 5 th anniversary of such Date of Grant,
subject as provided in Rules 7 and 8 and to any other conditions
as may be determined by the Committee from time to time.
“Grantee” The person to whom an offer of an Option is made.
“Group” The Company and its subsidiaries.
“Group Executive” Any confirmed employee of the Group (including any Group
Executive Director) selected by the Committee to participate in the
Scheme in accordance with Rule 4.1(a).
“Group Executive A director of the Company and/or its subsidiaries, as the case
Director” may be, who performs an executive function within the Company
or the relevant subsidiary, as the case may be.
“Market Day” A day on which the Stock Exchange is open for trading in securities.
“Market Price” A price equal to the average of the last dealt prices for the Shares
on the Stock Exchange over the five consecutive Trading Days
immediately preceding the Date of Grant of that Option, as
determined by the Committee by reference to the daily official list
or any other publication published by the Stock Exchange.
“Non-Executive Director” A director of:-
(a) the Company and/or its subsidiaries, other than a Group
Executive Director;
(b) the Parent Group and/or its subsidiaries (other than the
Company), other than a Parent Group Executive Director; or
(c) an Associated Company, other than an Associated Company
Executive Director.
“Non-Group Executive” Any Associated Company Executive or Parent Group Executive.
“Option” The right to subscribe for Shares granted or to be granted to a
Group Executive, a Non-Executive Director or, as the case may
be, a Non-Group Executive pursuant to the Scheme and for the
time being subsisting.
“Parent Company” A company, being the holding company of the Company designated
by the Committee for the purposes of the Scheme.
191

APPENDIX C
“Parent Group” The Parent Company and such of the Parent Company’s
subsidiaries (but excluding the Group) as are designated by the
Committee for the purposes of the Scheme.
“Parent Group Executive” Any confirmed employee of the Parent Group (including any Parent
Group Executive Director) selected by the Committee to participate
in the Scheme in accordance with Rule 4.1(c)(i).
“Parent Group Executive A director of the Parent Company and/or its subsidiaries (excluding
Director” the Group), as the case may be, who performs an executive
function within the Parent Group or the relevant subsidiary, as the
case may be.
“Participant” The holder of an Option.
“Scheme” The AsiaOne (2000) Post-IPO Share Option Scheme, as the same
may be modified or altered from time to time.
“Shares” Ordinary shares of par value $0.05 each in the capital of the
Company.
“Stock Exchange” The Singapore Exchange Securities Trading Limited and any other
stock exchange on which the Shares are quoted or listed.
“Subscription Price” The price at which a Participant shall subscribe for each Share
upon the exercise of an Option which shall be the price as
determined in accordance with Rule 6.1, as adjusted in accordance
with Rule 11.
“Trading Day” A day on which the Shares are traded on the Stock Exchange.
“Vesting Schedule” In relation to an Option, a schedule for the vesting of Shares
comprised in the Options during the Exercise Period in relation to
that Option to be determined by the Committee on the Date of
Grant of that Option.
“$” Singapore dollar.
2.2 Words importing the singular number shall, where applicable, include the plural number and
vice versa. Words importing the masculine gender shall, where applicable, include the feminine
and neuter gender.
2.3 Any reference to a time of a day in the Scheme is a reference to Singapore time.
2.4 Any reference in the Scheme to any enactment is a reference to that enactment as for the
time being amended or re-enacted. Any word defined under the Act or any statutory modification
thereof and used in the Scheme shall have the meaning assigned to it under the Act.
192

3. OBJECTIVES OF THE SCHEME
APPENDIX C
The Scheme is a share incentive plan. The Scheme is proposed on the basis that it is important
to retain staff whose contributions are essential to the well-being and prosperity of the Group
and to give recognition to outstanding employees and executive and non-executive directors of
the Group, the Parent Group and Associated Companies who have contributed to the growth
of the Group. The Scheme will give Participants an opportunity to have a personal equity
interest in the Company at no direct cost to its profitability and will help to achieve the following
positive objectives:-
(a) the motivation of each Participant to optimise his performance standards and efficiency
and to maintain a high level of contribution to the Group;
(b) the retention of key employees and executive and non-executive directors of the Group,
as well as Parent Group Executives and Associated Company Executives whose
contributions are essential to the long-term growth and profitability of the Group;
(c) to instil loyalty to, and a stronger identification by the Participants with the long-term
prosperity of, the Company;
(d) to attract potential employees with relevant skills to contribute to the Group and to create
value for the shareholders of the Company;
(c) to align the interests of the Participants with the interests of the shareholders of the
Company; and
(d) to give recognition to the contributions made or to be made by Non-Executive Directors as
well as Parent Group Executives and Associated Company Executives to the success of
the Group.
4. ELIGIBILITY OF PARTICIPANTS
4.1 The following persons shall be eligible to participate in the Scheme at the absolute discretion
of the Committee:-
(a) Group Executives who have attained the age of twenty-one (21) years and hold such rank
as may be designated by the Committee from time to time;
(b) Non-Executive Directors who, in the opinion of the Committee, have contributed or will
contribute to the success of the Group; and
(c) Non-Group Executives, being:-
(i) Parent Group Executives, who have attained the age of twenty-one (21) years and
hold such rank as may be designated by the Committee from time to time and who,
in the opinion of the Committee, have contributed or will contribute to the success of
the Group; and
(ii) Associated Company Executives who have attained the age of twenty-one (21) years
and hold such rank as may be designated by the Committee from time to time and
who, in the opinion of the Committee, have contributed or will contribute to the success
of the Group.
193

APPENDIX C
4.2 The number of Shares comprised in Options to be offered to a Group Executive, a Non-
Executive Director or a Non-Group Executive in accordance with the Scheme shall be
determined at the absolute discretion of the Committee, which shall take into account, inter
alia, criteria such as his rank, job performance, years of service, potential for future development
and his contribution to the success and development of the Group, provided that:-
(a) any grant of Options to a Parent Group Executive or a Non-Executive Director of the
Parent Group which, together with Options already granted to that Parent Group Executive
or Non-Executive Director of the Parent Group in his capacity as such under the Scheme,
represents five (5) per cent. or more of the total number of Shares available to Parent
Group Executives and Non-Executive Directors of the Parent Group under the Scheme,
shall be approved by independent shareholders of the Company in a separate resolution
for each such Parent Group Executive or Non-Executive Director of the Parent Group,
provided that any grant of Options to a Parent Group Executive or Non-Executive Director
of the Parent Group whose services have been seconded to any company within the
Group shall not be subject to the provisions of this paragraph (a); and
(b) the aggregate number of Shares which may be offered by way of grant of Options to
Parent Group Executives and Non-Executive Directors of the Parent Group in their capacity
as such under the Scheme shall not exceed twenty (20) per cent. of the total number of
Shares available under the Scheme, and such aggregate number of Shares which may be
offered to Parent Group Executives and Non-Executive Directors of the Parent Group in
their capacity as such under the Scheme shall be approved by independent shareholders
of the Company in a separate resolution, provided that any grant of Options to a Parent
Group Executive or Non-Executive Director of the Parent Group whose services have
been seconded to any company within the Group shall not be subject to the provisions of
this paragraph (b).
5. GRANT AND ACCEPTANCE OF OPTIONS
5.1 Subject as provided in Rule 10, the Committee may grant Options at any time during the
period when the Scheme is in force, provided that in the event that an announcement on any
matter of an exceptional nature involving unpublished price sensitive information is made, Options
may only be granted on or after the 2nd Market Day from the date on which such announcement
is released.
5.2 The Letter of Offer to grant an Option shall be in, or substantially in, the form set out in
Schedule A, subject to such modification as the Committee may from time to time determine.
5.3 An Option shall be personal to the person to whom it is granted and shall not be transferred
(other than to a Participant’s personal representative on the death of that Participant), charged,
assigned, pledged or otherwise disposed of, in whole or in part, except with the prior approval
of the Committee.
5.4 The grant of an Option under this Rule 5 shall be accepted by the Grantee within thirty (30)
days from the Date of Grant of that Option and, in any event, not later than 5.00 p.m. on the
30th day from such Date of Grant by completing, signing and returning the Acceptance Form
in or substantially in the form set out in Schedule B, subject to such modification as the
Committee may from time to time determine, accompanied by payment of $1.00 as
consideration.
5.5 If a grant of an Option is not accepted in the manner as provided in Rule 5.4, such offer shall,
upon the expiry of the thirty (30) day period, automatically lapse and become null, void and of
no effect.
194

6. SUBSCRIPTION PRICE
APPENDIX C
6.1 Subject to any adjustment pursuant to Rule 11, the Subscription Price for each Share in
respect of which an Option is exercisable shall be determined by the Committee, in its absolute
discretion, on the Date of Grant, to be a price equal to the Market Price.
6.2 The Subscription Price shall in no event be less than the nominal value of a Share.
7. RIGHTS TO EXERCISE OPTIONS
7.1 Subject as provided in Rules 7 and 8, an Option shall be exercisable, in whole or in part,
during the Exercise Period applicable to that Option and in accordance with the Vesting Schedule
applicable to that Option.
7.2 An Option shall, to the extent unexercised, immediately lapse without any claim whatsoever
against the Company:-
(a) in the event of misconduct on the part of the Participant as determined by the Committee
in its discretion;
(b) subject to Rule 7.3(b), where the Participant ceases at any time to be in the employment
of any of the Group, the Parent Group or an Associated Company, for any reason
whatsoever;
(c) the bankruptcy of the Participant or the happening of any other event which results in his
being deprived of the legal or beneficial ownership of an Option; or
(d) the company by which he is employed ceasing to be a company within the Group, the
Parent Group or an Associated Company or the undertaking or part of the undertaking of
such company being transferred otherwise than to another company within the Group or
the Parent Group or to an Associated Company.
For the purpose of Rule 7.2(b), the Participant shall be deemed to have ceased to be so
employed as of the last day of his employment.
For avoidance of doubt, no Option shall lapse pursuant to Rule 7.2(b) in the event of any
transfer of employment of a Participant between the Group, the Parent Group and any
Associated Company.
7.3 In any of the following events, namely:-
(a) where the Participant ceases at any time to be in the employment of any of the Group,
the Parent Group or an Associated Company, by reason of:-
(i) ill health, injury or disability (in each case, evidenced to the satisfaction of the
Committee);
(ii) redundancy;
(iii) retirement at or after the legal retirement age;
(iv) retirement before the legal retirement age with the consent of the Committee; or
(b) where a Participant, being a Non-Executive Director, ceases to be a director of the
Company, the relevant subsidiary of the Company, the Parent Company, the relevant
subsidiary of the Parent Company, the relevant Associated Company or, as the case may
be, the relevant subsidiary of an Associated Company for any reason whatsoever; or
195

APPENDIX C
(c) any other event approved in writing by the Committee,
the Participant may exercise any Option:-
(aa) in the case where the cessation of employment or cessation to be a director, as the
case may be, occurs after the first day of the Exercise Period in respect of such Option,
within the period of eighteen (18) months after the date of such cessation of employment
or such cessation to be a director, as the case may be, or before the expiry of the
Exercise Period in respect of that Option, whichever is earlier, and upon expiry of such
period the Option shall lapse; and
(bb) in the case where the cessation of employment or cessation to be a director, as the
case may be, occurs before the first day of the Exercise Period in respect of such Option,
within the period of eighteen (18) months after the first day of the Exercise Period in
respect of that Option, and upon expiry of such period the Option shall lapse.
7.4 If a Participant dies, whether or not while still in the employment of any of the Group, the
Parent Group, the Parent Group or an Associated Company, and at the date of his death
holds any unexercised Option, such Option shall continue to be exercisable by the duly appointed
personal representatives of the Participant:-
(a) in the case where death occurs after the first day of the Exercise Period in respect of
such Option, within the period of eighteen (18) months after the date of such cessation of
employment or before the expiry of the Exercise Period in respect of that Option, whichever
is earlier, and upon expiry of such period the Option shall lapse; and
(b) in the case where the death occurs before the first day of the Exercise Period in respect
of such Option, within the period of eighteen (18) months after the first day of the Exercise
Period in respect of that Option, and upon expiry of such period, the Option shall lapse.
8. TAKE-OVER AND WINDING-UP OF THE COMPANY
8.1 Notwithstanding Rule 7 but subject to Rule 8.5, in the event of a take-over being made for the
Shares, a Participant shall be entitled to exercise any Option held by him and as yet unexercised,
in respect of such number of Shares comprised in that Option as may be determined by the
Committee in its absolute discretion, in the period commencing on the date on which such
offer is made or, if such offer is conditional, the date on which such offer becomes or is
declared unconditional, as the case may be, and ending on the earlier of:-
(i) the expiry of six (6) months thereafter, unless prior to the expiry of such six-month period,
at the recommendation of the offeror and with the approvals of the Committee and the
Stock Exchange, such expiry date is extended to a later date (in either case, being a date
falling not later than the expiry of the Exercise Period relating thereto); or
(ii) the date of expiry of the Exercise Period relating thereto,
whereupon the Option then remaining unexercised shall lapse.
Provided that if during such period, the offeror becomes entitled or bound to exercise rights of
compulsory acquisition under the provisions of the Act and, being entitled to do so, gives
notice to the Participants that it intends to exercise such rights on a specified date, the Option
shall remain exercisable by the Participant until the expiry of such specified date or the expiry
of the Exercise Period relating thereto, whichever is earlier. Any Option not so exercised shall
lapse provided that the rights of acquisition or obligations to acquire shall have been exercised
or performed, as the case may be. If such rights or obligations have not been exercised or
performed, the Option shall, notwithstanding Rule 7, remain exercisable until the expiry of the
Exercise Period relating thereto.
196

APPENDIX C
8.2 If under the Act, the court sanctions a compromise or arrangement proposed for the purposes
of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation
with another company or companies, each Participant shall be entitled, notwithstanding Rule 7
but subject to Rule 8.5, to exercise any Option then held by him, in respect of such number of
Shares comprised in that Option as may be determined by the Committee in its absolute
discretion, during the period commencing on the date upon which the compromise or
arrangement is sanctioned by the court and ending either on the expiry of sixty (60) days
thereafter or the date upon which the compromise or arrangement becomes effective, whichever
is later (but not after the expiry of the Exercise Period relating thereto), whereupon the Option
shall lapse and become null and void.
8.3 If an order is made for the winding-up of the Company on the basis of its insolvency, all
Options, to the extent unexercised, shall lapse and become null and void.
8.4 In the event of a members’ solvent voluntary winding-up (other than for amalgamation or
reconstruction), the Participant shall be entitled, within thirty (30) days of the passing of the
resolution of such winding-up (but not after the expiry of the Exercise Period relating thereto),
to exercise any unexercised Option in respect of such number of Shares comprised in that
Option as may be determined by the Committee in its absolute discretion, after which such
unexercised Option shall lapse and become null and void.
8.5 If in connection with the making of a general offer referred to in Rule 8.1 or the scheme
referred to in Rule 8.2 or the winding-up referred to in Rule 8.4, arrangements are made
(which are confirmed in writing by the Auditors, acting only as experts and not as arbitrators,
to be fair and reasonable) for the compensation of Participants, whether by the continuation of
their Options or the payment of cash or the grant of other options or otherwise, a Participant
holding an Option, as yet not exercised, may not, at the discretion of the Committee, be
permitted to exercise that Option as provided for in this Rule 8.
8.6 To the extent that an Option is not exercised within the periods referred to in this Rule 8, it
shall lapse and become null and void.
9. EXERCISE OF OPTIONS, ALLOTMENT AND LISTING OF SHARES
9.1 Subject to Rule 7.1, an Option may be exercised, in whole or in part, by a Participant giving
notice in writing to the Company in or substantially in the form set out in Schedule C, subject
to such modification as the Committee may from time to time determine. Such notice must be
accompanied by payment in cash for the Aggregate Subscription Cost in respect of the Shares
for which that Option is exercised and any other documentation the Committee may require.
An Option shall be deemed to be exercised upon receipt by the Company of the said notice,
duly completed, and the Aggregate Subscription Cost. All payments made shall be made by
cheque, cashiers’ order, banker’s draft or postal order made out in favour of the Company or
such other mode of payment as may be acceptable to the Company.
9.2 Subject to such consents or other required action of any competent authority under any
regulations or enactment for the time being in force as may be necessary and subject to the
compliance with the terms of the Scheme and the Articles and the Memorandum of Association
of the Company, the Company shall, within ten (10) Market Days after the exercise of an
Option, allot the relevant Shares and despatch to CDP the relevant share certificates by ordinary
post or such other mode as the Committee may deem fit.
The Company shall, as soon as practicable after such allotment, apply to the Stock Exchange
for permission to deal in and for quotation of such Shares.
197

APPENDIX C
9.3 Shares which are allotted on the exercise of an Option by a Participant shall be issued in the
name of CDP to the credit of the securities account of that Participant maintained with CDP,
the securities sub-account of that Participant maintained with a Depository Agent or the CPF
investment account maintained with a CPF agent bank.
9.4 Shares allotted and issued on exercise of an Option shall:-
(a) be subject to all the provisions of the Articles and the Memorandum of Association of the
Company; and
(b) rank in full for all entitlements, including dividends or other distributions declared or
recommended in respect of the then existing Shares, the Record Date for which is on or
after the relevant date upon which such exercise occurred, and shall in all other respects
rank pari passu with other existing Shares then in issue.
“Record Date” means the date fixed by the Company for the purposes of determining
entitlements to dividends or other distributions to or rights of holders of Shares.
9.5 The Company shall keep available sufficient unissued Shares to satisfy the full exercise of all
Options for the time being remaining capable of being exercised.
10. LIMITATION ON THE SIZE OF THE SCHEME
The aggregate nominal amount of new Shares over which the Committee may grant Options
on any date, when added to the nominal amount of new Shares issued and issuable in respect
of (a) all Options granted under the Scheme, and (b) all awards granted under any other
share option, share incentive, performance share or restricted share plan implemented by the
Company and for the time being in force, shall not exceed fifteen (15) per cent. of the issued
share capital of the Company on the day preceding that date.
11. ADJUSTMENT EVENTS
11.1 If a variation in the issued ordinary share capital of the Company (whether by way of a
capitalisation of profits or reserves or rights issue, reduction, subdivision, consolidation,
distribution or otherwise) shall take place, then:-
(a) the Subscription Price of the Shares, the nominal amount, class and/or number of Shares
comprised in an Option to the extent unexercised; and/or
(b) the nominal amount, class and/or number of Shares over which Options may be granted
under the Scheme,
shall be adjusted in such manner as the Committee may determine to be appropriate.
11.2 Unless the Committee considers an adjustment to be appropriate, the issue of securities as
consideration for an acquisition or a private placement of securities, or the cancellation of
issued Shares purchased or acquired by the Company by way of a market purchase of such
Shares undertaken by the Company on the Stock Exchange during the period when a share
purchase mandate granted by shareholders of the Company (including any renewal of such
mandate) is in force, shall not normally be regarded as a circumstance requiring adjustment.
11.3 Notwithstanding the provisions of Rule 11.1:-
(a) no such adjustment shall be made if as a result, the Subscription Price shall fall below the
nominal amount of a Share and if such adjustment would, but for this paragraph (a),
result in the Subscription Price being less than the nominal amount of a Share, the
Subscription Price payable shall be the nominal amount of a Share; and
198

APPENDIX C
(b) any adjustment (except in relation to a capitalisation issue) must be confirmed in writing
by the Auditors (acting only as experts and not as arbitrators) to be in their opinion, fair
and reasonable.
11.4 Upon any adjustment required to be made pursuant to this Rule 11, the Company shall notify
the Participant (or his duly appointed personal representatives where applicable) in writing and
deliver to him (or his duly appointed personal representatives where applicable) a statement
setting forth the Subscription Price thereafter in effect and the nominal value, class and/or
number of Shares thereafter to be issued on the exercise of the Option. Any adjustment shall
take effect upon such written notification being given.
12. ADMINISTRATION OF THE SCHEME
12.1 The Scheme shall be administered by the Committee in its absolute discretion with such
powers and duties as are conferred on it by the Board of Directors of the Company, provided
that no member of the Committee shall participate in any deliberation or decision in respect of
Options to be granted to him or held by him.
12.2 The Committee shall have the power, from time to time, to make and vary such regulations
(not being inconsistent with the Scheme) for the implementation and administration of the
Scheme as they think fit. Any matter pertaining or pursuant to the Scheme and any dispute
and uncertainty as to the interpretation of the Scheme, any rule, regulation or procedure
thereunder or any rights under the Scheme shall be determined by the Committee.
12.3 Neither the Scheme nor the grant of Options under the Scheme shall impose on the Company
or the Committee any liability whatsoever in connection with:-
(a) the lapsing or early expiry of any Options pursuant to any provision of the Scheme;
(b) the failure or refusal by the Committee to exercise, or the exercise by the Committee of,
any discretion under the Scheme; and/or
(c) any decision or determination of the Committee made pursuant to any provision of the
Scheme.
12.4 Any decision or determination of the Committee made pursuant to any provision of the Scheme
(other than a matter to be certified by the Auditors) shall be final, binding and conclusive.
13. NOTICES
13.1 Any notice required to be given by a Participant to the Company shall be sent or made to the
registered office of the Company or such other addresses (including electronic mail addresses)
or facsimile number, and marked for the attention of the Committee, as may be notified by the
Company to him in writing.
13.2 Any notices or documents required to be given to a Participant or any correspondence to be
made between the Company and the Participant shall be given or made by the Committee (or
such person(s) as it may from time to time direct) on behalf of the Company and shall be
delivered to him by hand or sent to him at his home address, electronic mail address or
facsimile number according to the records of the Company or the last known address, electronic
mail address or facsimile number of the Participant.
13.3 Any notice or other communication from a Participant to the Company shall be irrevocable,
and shall not be effective until received by the Company. Any other notice or communication
from the Company to a Participant shall be deemed to be received by that Participant, when
left at the address specified in Rule 13.2 or, if sent by post, on the day following the date of
posting or, if sent by electronic mail or facsimile transmission, on the day of despatch.
199

14. MODIFICATIONS TO THE SCHEME
APPENDIX C
14.1 Any or all the provisions of the Scheme may be modified and/or altered at any time and from
time to time by resolution of the Committee, except that:-
(a) no modification or alteration shall alter adversely the rights attaching to any Option granted
prior to such modification or alteration except with the consent in writing of such number
of Participants who, if they exercised their Options in full, would thereby become entitled
to not less than three-quarters in nominal amount of all the Shares which would fall to be
allotted upon exercise in full of all outstanding Options;
(b) any modification or alteration which would be to the advantage of Participants under the
Scheme shall be subject to the prior approval of the Company’s shareholders in general
meeting; and
(c) no modification or alteration shall be made without the prior approval of the Stock Exchange
and such other regulatory authorities as may be necessary.
14.2 Notwithstanding anything to the contrary contained in Rule 14.1, the Committee may at any
time by resolution (and without other formality, save for the prior approval of the Stock Exchange)
amend or alter the Scheme in any way to the extent necessary to cause the Scheme to
comply with any statutory provision or the provision or the regulations of any regulatory or
other relevant authority or body (including the Stock Exchange).
14.3 Written notice of any modification or alteration made in accordance with this Rule 14 shall be
given to all Participants.
15. TERMS OF EMPLOYMENT UNAFFECTED
The terms of employment of a Participant (being a Group Executive or a Non-Group Executive,
as the case may be) shall not be affected by his participation in the Scheme, which shall
neither form part of such terms nor entitle him to take into account such participation in
calculating any compensation or damages on the termination of his employment for any reason.
16. DURATION OF THE SCHEME
16.1 The Scheme shall continue to be in force at the discretion of the Committee, subject to a
maximum period of ten (10) years commencing on the Adoption Date, provided always that
the Scheme may continue beyond the above stipulated period with the approval of the
Company’s shareholders by ordinary resolution in general meeting and of any relevant authorities
which may then be required.
16.2 The Scheme may be terminated at any time by the Committee or, at the discretion of the
Committee, by resolution of the Company in general meeting, subject to all relevant approvals
which may be required and if the Scheme is so terminated, no further Options shall be offered
by the Company hereunder.
16.3 The termination of the Scheme shall not affect Options which have been granted and accepted
as provided in Rule 5.4, whether such Options have been exercised (whether fully or partially)
or not.
200

17. TAXES
APPENDIX C
All taxes (including income tax) arising from the exercise of any Option granted to any Participant
under the Scheme shall be borne by that Participant.
18. COSTS AND EXPENSES OF THE SCHEME
18.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with the
issue and allotment of any Shares pursuant to the exercise of any Option in CDP’s name, the
deposit of share certificate(s) with CDP, the Participant’s securities account with CDP, or the
Participant’s securities sub-account with a CDP Depository Agent or CPF investment account
with a CPF agent bank.
18.2 Save for the taxes referred to in Rule 17 and such other costs and expenses expressly provided
in the Scheme to be payable by the Participants, all fees, costs and expenses incurred by the
Company in relation to the Scheme including but not limited to the fees, costs and expenses
relating to the allotment and issue of Shares pursuant to the exercise of any Option shall be
borne by the Company.
19. DISCLAIMER OF LIABILITY
Notwithstanding any provisions herein contained, the Committee and the Company shall not
under any circumstances be held liable for any costs, losses, expenses and damages whatsoever
and howsoever arising in any event, including but not limited to the Company’s delay in issuing
the Shares or applying for or procuring the listing of the Shares on the Stock Exchange in
accordance with Rule 9.3.
20. DISCLOSURE IN ANNUAL REPORT
The following disclosures (as applicable) will be made by the Company in its annual report for
so long as the Plan continues in operation:-
(a) the names of the members of the Committee administering the Plan;
(b) the information in respect of Options granted to the following Participants in the table set
out below:-
(i) Directors of the Company; and
(ii) Participants, other than those in (i) and (ii) above, who receive five per cent. or more
of the total number of Shares available under the Plan; and
Name of Number of Aggregate Aggregate Aggregate
Participant Shares number of number of number of
comprised in Shares Shares Shares
Options granted comprised comprised comprised
during financial in Options in Options in Options
year under granted since exercised since outstanding
review (including commencement commencement as at end of
terms) of Plan to end of Plan to end financial under
of financial of financial review
under review under review
201

APPENDIX C
(c) (i) the names of, and number of Shares comprised in and terms of Options granted to,
each Parent Group Executive and Non-Executive Director of the Parent Group who
receives five per cent. or more of the total number of Shares available to Parent
Group Executives and Non-Executive Directors of the Parent Group under the Plan,
during the financial year under review; and
21. DISPUTES
(ii) the aggregate number of Shares comprised in Options granted to Parent Group
Executives and Non-Executive Directors of the Parent Group for the financial year
under review, and since the commencement of the Plan to the end of the financial
year under review.
Any disputes or differences of any nature arising hereunder shall be referred to the Committee
and its decision shall be final and binding in all respects.
22. GOVERNING LAW
The Scheme shall be governed by, and construed in accordance with, the laws of the Republic
of Singapore. The Participants, by accepting Options in accordance with the Scheme, and the
Company submit to the exclusive jurisdiction of the courts of the Republic of Singapore.
202

To: [Name]
[Designation]
[Address]
Dear Sir/Madam,
APPENDIX C
THE ASIAONE (2000) POST-IPO SHARE OPTION SCHEME
LETTER OF OFFER
203
Serial No:
Date:
Private and Confidential
SCHEDULE A
1. We have the pleasure of informing you that, pursuant to the AsiaOne (2000) Post-IPO Share
Option Scheme (the “Scheme”), you have been nominated to participate in the Scheme as a
[insert eligibility of participant] by the Committee (the “Committee”) appointed
by the Board of Directors of SPH AsiaOne Ltd (the “Company”) to administer the Scheme.
Terms as defined in the Scheme shall have the same meaning when used in this letter.
2. Accordingly, in consideration of the payment of a sum of $1.00, an offer is hereby made to
grant you an option (the “Option”), to subscribe for and be allotted Shares at
the price of $ for each Share.
3. The Option shall be exercisable at the relevant times and in respect of that number of Shares
specified, as set out in the Vesting Schedule attached to this letter.
4. The Option is personal to you and shall not be transferred, charged, pledged, assigned or
otherwise disposed of by you, in whole or in part, except with the prior approval of the Committee.
5. The Option shall be subject to the terms of the Scheme, a copy of which is available for
inspection at the business address of the Company.
6. If you wish to accept the offer of the Option on the terms of this letter, please sign and return
the enclosed Acceptance Form with a sum of $1.00 not later than 5.00 p.m. on ,
failing which this offer will lapse.
Yours faithfully,

APPENDIX C
Vesting Schedule
Subject to the Scheme and to the terms of the letter of offer dated , the Option may normally be
exercised, during the Exercise Period, at the following times and in the following manner:-
Vesting Schedule Percentage of Shares over
which an Option is exercisable
On the first anniversary of the Date of Grant 30%
On the second anniversary of the Date of Grant 30%
On the third anniversary of the Date of Grant 40%
In relation to the Option, if the Participant, during any of the periods specified above, exercises that
Option for such number of Shares which in aggregate represents less than the number of Shares for
which the Participant may exercise in respect of such period, the balance of the Shares comprised
in that Option for which the Participant could have exercised (but did not exercise) in that period
shall be carried forward and added to the number of Shares (but shall not be taken into account in
determining the number of Shares) which the Participant may exercise in the next succeeding period.
204

APPENDIX C
THE ASIAONE (2000) POST-IPO SHARE OPTION SCHEME
ACCEPTANCE FORM
To: The Committee,
AsiaOne (2000) Post-IPO Share Option Scheme,
[address].
Eligibility of Participant under the Scheme:
Closing Date for Acceptance of Offer:
Number of Shares Offered:
205
Serial No:
Date:
SCHEDULE B
I have read your Letter of Offer dated and agree to be bound by the terms of
the Letter of Offer and the Scheme referred to therein. Terms defined in your Letter of Offer shall
have the same meanings when used in this Acceptance Form.
I hereby accept the Option to subscribe for Shares at $ for each
Share. I enclose cash for $1.00 in payment for the purchase of the Option/I authorise my employer
to deduct the sum of $1.00 from my salary in payment for the purchase of the Option.
I acknowledge that the Option shall be exercisable at the relevant times and in respect of that
number of Shares specified, as set out in the Vesting Schedule attached to the Letter of Offer.
I understand that I am not obliged to exercise the Option.
I confirm that my acceptance of the Option will not result in the contravention of any applicable law
or regulation in relation to the ownership of shares in the Company or options to subscribe for such
shares.
I agree to keep all information pertaining to the grant of the Option to me confidential.
I further acknowledge that you have not made any representation to induce me to accept the offer
and that the terms of the Letter of Offer and this Acceptance Form constitute the entire agreement
between us relating to the offer.

Please print in block letters
Name in full :
Designation :
Address :
Nationality :
*NRIC/Passport No. :
Signature :
Date :
* Delete accordingly
APPENDIX C
206

APPENDIX C
THE ASIAONE (2000) POST-IPO SHARE OPTION SCHEME
FORM OF EXERCISE OF OPTION
Total number of ordinary shares of $● each
(the “Shares”) offered at $ for each
Share (the “Subscription Price”) under the
Scheme on (Date of Grant) :
Number of Shares previously allotted thereunder :
Outstanding balance of Shares to be allotted
thereunder :
Number of Shares now to be subscribed :
To: The Committee,
The AsiaOne (2000) Post-IPO Share Option Scheme,
[address].
207
SCHEDULE C
1. Pursuant to your Letter of Offer dated and my acceptance thereof, I hereby
exercise the Option to subscribe for Shares in SPH AsiaOne Ltd (the “Company”)
at $ for each Share.
2. I enclose a *cheque/cashier’s order/banker’s draft/postal order no. for
$ by way of subscription for the total number of the said Shares.
3. I agree to subscribe for the said Shares subject to the terms of the Letter of Offer, the AsiaOne
(2000) Post-IPO Share Option Scheme and the Memorandum and Articles of Association of the
Company.
4. I declare that I am subscribing for the said Shares for myself and not as a nominee for any
other person.
5. I request the Company to allot and issue the Shares in the name of The Central Depository
(Pte) Limited (“CDP”) for credit of my *Securities Account with CDP/Sub-Account with the
Depository Agent/CPF investment account with my Agent Bank specified below and I hereby
agree to bear such fees or other charges as may be imposed by CDP in respect thereof.

Please print in block letters
Name in full :
Designation :
Address :
Nationality :
*NRIC/Passport No. :
*Direct Securities
Account No. :
OR
*Sub-Account No. :
Name of
Depository Agent :
OR
*CPF Investment
Account No. :
Name of Agent
Bank :
Signature :
Date :
Note:-
* Delete accordingly
APPENDIX C
208