Asiaone 1-42

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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. 105
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 106
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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
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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 105: The Licence Agreement may be termin
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
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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
Page 151 and 152: Article 102 GENERAL AND STATUTORY I
Page 153 and 154: GENERAL AND STATUTORY INFORMATION (
Page 155 and 156: 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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