Asiaone 1-42

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Review Procedures for Mandated Interested Person Transactions We have implemented the following procedures to ensure that mandated Interested Person Transactions are undertaken on an arm’s length basis and on normal commercial terms:- (a) General Transactions SHAREHOLDERS’ MANDATE In general, there are procedures established by us to ensure that general mandated Interested Persons Transactions with Interested Persons are undertaken on an arm’s length basis and on normal commercial terms consistent with our usual business practices and policies, which are generally no more favourable to the Interested Persons than those extended to unrelated third parties. Procedures relating to purchases from Interested Persons Our Board of Directors will ensure that all future purchases from Interested Persons will be conducted on an arm’s length basis by undertaking, inter alia, the following procedures:- (i) a range of prices will be determined as the benchmark for Interested Person Transactions by obtaining at least two other quotations from unrelated third parties, to the extent that there are such quotations available from unrelated third parties; (ii) where quotations cannot be obtained due to the specialty or confidentiality of services or products or a consistent refusal/failure by unrelated third parties to provide such quotations, a report supporting the recommended range of price margins will be prepared by the relevant department and submitted to our Board of Directors for approval. The phrase “confidentiality of services or products” refers to such services or products in respect of which we may be under a duty of confidentiality not to disclose any details or specifications (either due to the sensitive nature of the product or the market or otherwise). In such instances, it may not be possible to procure price quotations for such products in the market; (iii) should any future Interested Person Transactions be on less preferential terms then the stipulated range of price margins, prior approval from our Board of Directors must be obtained; and (iv) the range of price margins will be reviewed by the Board of Directors annually or as and when it is deemed necessary. The purpose of obtaining at least two independent quotations referred to in paragraph (a) above is to enable our Board of Directors to have access to an objective range of prices available in the market which would be used as a benchmark for Interested Person Transactions as pricing is not the sole determining factor in a commercial transaction and our Board of Directors will need to take into consideration all relevant factors in determining the commercial viability of the transaction. In such deliberations, the Directors have a duty at law to act in our interest at all times. However, it must be noted that there are certain transactions whereby competitive quotations cannot be obtained because SPH is the sole supplier of certain products or services which we obtain from them. In the Board’s deliberation on such Interested Person Transactions, the Director interested in the transaction (whether in his personal capacity or in his capacity as representative of an interested person) will abstain from voting at such Directors’ meeting. The following review and approval procedures have been established to monitor such purchases from Interested Persons:- (i) transactions in value less than 3% of the latest audited net tangible asset value of our Company will be reviewed and approved by a senior member of our management team designated for such purpose by our Chief Executive Officer (“CEO”); 109
(ii) transactions in value equal to or exceeding 3% but less than 5% of the latest audited net tangible asset value of our Company will be reviewed and approved by the CEO; (iii) transactions in value equal to or exceeding 5% of the latest audited net tangible asset value of our Company shall be reviewed and approved by the Audit Committee; and (iv) where the aggregate value of all transactions with the same Interested Person in the current financial year is equal to or exceeds 5% of the latest audited net tangible asset value of our Company, the latest and all future transactions will be reviewed and approved by the Audit Committee. In the event that a member of the Audit Committee is interested in any Interested Person Transaction, he will abstain from reviewing that particular transaction. Our Board of Directors will also ensure that all disclosure requirements on Interested Person Transactions, including those required by prevailing legislation, the SGX-ST Listing Manual and accounting standards, are complied with. Procedures relating to sales to Interested Persons Our Board of Directors will ensure that all future sales to Interested Persons will be conducted on an arm’s length basis by undertaking, inter alia, the following procedures:- The sale processes for each Interested Person Transaction will be properly documented. The following review and approval procedures have been established to monitor such sales to Interested Persons:- (i) transactions in value less than 3% of the latest audited net tangible asset value of our Company will be reviewed and approved by a senior member of our management team designated for such purpose by our Chief Executive Officer (“CEO”); (ii) transactions in value equal to or exceeding 3% but less than 5% of the latest audited net tangible asset value of our Company will be reviewed and approved by the CEO; (iii) transactions in value equal to or exceeding 5% of the latest audited net tangible asset value of our Company shall be reviewed and approved by the Audit Committee; and (iv) where the aggregate value of all transactions with the same Interested Person in the current financial year is equal to or exceeds 5% of the latest audited net tangible asset value of our Company, the latest and all future transactions will be reviewed and approved by the Audit Committee. In the event that a member of the Audit Committee is interested in any Interested Person Transaction, he will abstain from reviewing that particular transaction. Our Board of Directors will also ensure that all disclosure requirements on Interested Person Transactions, including those required by prevailing legislation, the SGX-ST Listing Manual and accounting standards, are complied with. (b) Treasury Transactions Placements SHAREHOLDERS’ MANDATE In relation to the placement with any Interested Person of our funds, we will require that quotations shall be obtained from such Interested Person and at least two of our principal bankers for rates for deposits with such bankers of an equivalent amount, and for the equivalent period, of the funds to be placed by us. We will only place our funds with such Interested Person, provided that the interest rate quoted is not less than the highest of the rates quoted by such principal bankers. 110
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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
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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 and 108: As at the date of this Prospectus,
Page 109: (viii) technical and research resou
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
Page 159 and 160: 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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