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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; 107
(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. 108
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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
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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 and 106: The Licence Agreement may be termin
Page 107: As at the date of this Prospectus,
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
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
Page 157 and 158: 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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