Asiaone 1-42

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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. 103
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”). 104
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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
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GENERAL INFORMATION ON OUR GROUP Ex
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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
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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
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Page 93 and 94: Yuan Zhou, aged 37, is the Vice Pre
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Page 107 and 108: As at the date of this Prospectus,
Page 109 and 110: (viii) technical and research resou
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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
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Page 137 and 138: 14. Trade creditors FINANCIAL STATE
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Page 143 and 144: GENERAL AND STATUTORY INFORMATION I
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Page 147 and 148: Article 66 GENERAL AND STATUTORY IN
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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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