Asiaone 1-42

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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
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PROSPECTUS DATED 23 MAY 2000 SPH AS
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— Customers And Suppliers .......
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CORPORATE INFORMATION Board of Dire
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“FY” : Financial year ended or
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“Reserved Tranche” : The offer
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GLOSSARY OF TECHNICAL TERMS “onli
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The Application List will open at 6
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Allocation of New Shares under the
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RESULTS OF APPLICATION AND DISTRIBU
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SELLING RESTRICTIONS DETAILS OF OUR
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Our present business model is based
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THE INVITATION PROSPECTUS SUMMARY S
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An investment in our Shares involve
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We have a short operating history R
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RISK FACTORS We depend on a reliabl
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E-commerce operations RISK FACTORS
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RISKS RELATING TO THE SHARES RISK F
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USE OF PROCEEDS The net proceeds fr
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SELECTED FINANCIAL DATA You should
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ANALYSIS OF FINANCIAL CONDITION AND
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GROUP STRUCTURE Our group structure
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As at Authorised Share Capital 29 F
Page 49 and 50: GENERAL INFORMATION ON OUR GROUP Ex
Page 51 and 52: SHAREHOLDERS GENERAL INFORMATION ON
Page 53 and 54: INDUSTRY OVERVIEW BUSINESS The info
Page 55 and 56: BUSINESS The Singapore Information
Page 57 and 58: BUSINESS We recognise annual subscr
Page 59 and 60: Currently we do not engage in any b
Page 61 and 62: As at 30 April 2000, there were app
Page 63 and 64: Based on our internal records, we b
Page 65 and 66: BUSINESS The categories of products
Page 67 and 68: Auctions BUSINESS The Internet’s
Page 69 and 70: BUSINESS Designed for both consumer
Page 71 and 72: (ii) Button Ads BUSINESS Small adve
Page 73 and 74: BUSINESS While the Internet has sti
Page 75 and 76: Suppliers BUSINESS The suppliers wh
Page 77 and 78: BUSINESS In addition to the content
Page 79 and 80: BUSINESS We will be introducing new
Page 81 and 82: (ii) Message Boards BUSINESS We wil
Page 83 and 84: MARKETING AND BRANDING STRATEGY BUS
Page 85 and 86: INTELLECTUAL PROPERTY Our sharehold
Page 87 and 88: Equipment to support E-commerce Our
Page 89 and 90: BOARD OF DIRECTORS DIRECTORS, SENIO
Page 91 and 92: DIRECTORS, SENIOR MANAGEMENT AND ST
Page 93 and 94: Yuan Zhou, aged 37, is the Vice Pre
Page 99: DIRECTORS, SENIOR MANAGEMENT AND ST
Page 105 and 106: The Licence Agreement may be termin
Page 107 and 108: As at the date of this Prospectus,
Page 109 and 110: (viii) technical and research resou
Page 111 and 112: (ii) transactions in value equal to
Page 113 and 114: Entry into of forex, swap and optio
Page 115 and 116: • 312,500 preference shares of pa
Page 117 and 118: 23 May 2000 The Shareholders SPH As
Page 119 and 120: FINANCIAL STATEMENTS Profit and Los
Page 121 and 122: FINANCIAL STATEMENTS Statement of C
Page 123 and 124: FINANCIAL STATEMENTS Statements of
Page 125 and 126: FINANCIAL STATEMENTS 2. Basis of pr
Page 127 and 128: 3. Significant accounting policies
Page 129 and 130: 3. Significant accounting policies
Page 131 and 132: 5. Cost of revenue (cont’d) FINAN
Page 133 and 134: 10. Net earnings (loss) per share (
Page 135 and 136: 13. Fixed assets (cont’d) FINANCI
Page 137 and 138: 14. Trade creditors FINANCIAL STATE
Page 139 and 140: FINANCIAL STATEMENTS 17. Significan
Page 141 and 142: 21. Subsequent events (cont’d) (e
Page 143 and 144: GENERAL AND STATUTORY INFORMATION I
Page 145 and 146: GENERAL AND STATUTORY INFORMATION 1
Page 147 and 148: Article 66 GENERAL AND STATUTORY IN
Page 149 and 150: Article 76 GENERAL AND STATUTORY IN
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Article 102 GENERAL AND STATUTORY I
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GENERAL AND STATUTORY INFORMATION (
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CONSENTS GENERAL AND STATUTORY INFO
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APPENDIX A 4. A person who has agre
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APPENDIX A 15. Investors may subscr
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APPENDIX A ADDITIONAL TERMS AND CON
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APPENDIX A (3) tick the appropriate
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APPENDIX A An Applicant must ensure
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APPENDIX A 9. The Applicant must ha
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APPENDIX A (d) in respect of the Ne
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APPENDIX A (d) This application is
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APPENDIX B RULES OF THE ASIAONE PRE
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3. ELIGIBILITY OF PARTICIPANTS APPE
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7. RIGHTS TO EXERCISE OPTIONS APPEN
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7.6 In the event that:- APPENDIX B
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APPENDIX B 10. TAKE-OVER AND WINDIN
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APPENDIX B 10.6 If in connection wi
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APPENDIX B 18.2 Save for the taxes
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To: SPH AsiaOne Ltd, News Centre, 8
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APPENDIX B ASIAONE PRE-IPO SHARE OP
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APPENDIX C RULES OF THE ASIAONE (20
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APPENDIX C “Parent Group” The P
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APPENDIX C 4.2 The number of Shares
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APPENDIX C (c) any other event appr
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APPENDIX C 9.3 Shares which are all
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14. MODIFICATIONS TO THE SCHEME APP
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APPENDIX C (c) (i) the names of, an
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APPENDIX C Vesting Schedule Subject
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Please print in block letters Name
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Please print in block letters Name
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