Asiaone 1-42

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.
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