Asiaone 1-42

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Borrowings In relation to the borrowing of funds from any Interested Person by us, we will require that quotations shall be obtained from such Interested Person and at least two of our principal bankers for rates for loans from such bankers of an equivalent amount, and for the equivalent period, of the funds to be borrowed. We will only borrow funds from such Interested Person, provided that the interest rate quoted is not more than the lowest of the rates quoted by such principal bankers. Forex, Swaps and Options In relation to forex, swap and option transactions with any Interested Person, we will require that rate quotations shall be obtained from such Interested Person and at least two of our principal bankers. We will only enter into such forex, swap or option transactions with such Interested Person provided that such rates quoted are no less favourable than the rates quoted by such bankers. Debt Securities In relation to the subscription of debt securities issued by, or the purchase of debt securities from, Interested Persons, we will only enter into the subscription or purchase of such debt securities issued provided that the price(s) at which we subscribe for or purchase such debt securities will not be higher than the price(s) at which such debt securities are subscribed for or purchased by third parties. In relation to the issue or sale to Interested Persons of debt securities, we will only issue or sell such debt securities to Interested Persons provided that the price(s) at which we issue or sell such debt securities will not be lower than the price(s) at which such debt securities are issued or sold to third parties. In addition, we will monitor the Treasury Transactions entered into by us as follows:- Placements and Debt Securities Where the aggregate value of funds placed with, and debt securities subscribed which are issued by, and debt securities which are purchased from, or are issued or sold to, the same Interested Person (as such term is construed under Chapter 9A of the Listing Manual) shall at any time exceed an amount equivalent to our consolidated shareholders’ funds (based on our latest consolidated audited financial statements), each subsequent placement of funds with, or subscription of debt securities issued by, purchase of debt securities from, and issue or sale of debt securities to, the same Interested Person shall require the prior approval of the Audit Committee. Placements of funds with, subscription of debt securities issued by, purchase of debt securities from, and issue or sale of debt securities to, the same Interested Person which do not in the aggregate exceed the limit set out above will not require the prior approval of the Audit Committee but shall be reviewed on a half-yearly basis by the Audit Committee. Forex, Swaps and Options SHAREHOLDERS’ MANDATE Where the aggregate of the principal amount of all forex, swap and option transactions entered into with the same Interested Person exceeds at any one time the equivalent of our consolidated shareholders’ funds (based on our latest consolidated audited financial statements), each subsequent forex, swap and option transaction entered into with the same Interested Person shall require the prior approval of the Audit Committee. 111
Entry into of forex, swap and option transactions with the same Interested Person where the principal amount thereof does not in the aggregate exceed the limit set out above will not require the prior approval of the Audit Committee but shall be reviewed on a half-yearly basis by the Audit Committee. (c) Management and Support Services Our Audit Committee will satisfy itself that the costs for any Management and Support Services provided by any Interested Person shall be on an arm’s length and normal commercial basis (taking into consideration, inter alia, a range of prices determined as the benchmark for such support service by obtaining at least two other quotations from unrelated third parties, to the extent that there are such quotations available from unrelated third parties) and in accordance with any formula for such cost recovery agreed with such Interested Person. We will maintain a register to record all Interested Person Transactions (and the basis including the quotations obtained to support such basis, on which they are entered into) which are entered into pursuant to the Shareholders’ Mandate. The annual internal audit plan shall incorporate a review of all Interested Person Transactions entered into pursuant to the Shareholders’ Mandate. Our Board and Audit Committee shall review the internal audit reports to ascertain that the guidelines and procedures established to monitor Interested Person Transactions have been complied with. In addition, our Audit Committee shall also review from time to time such guidelines and procedures to determine if they are adequate and/or commercially practicable in ensuring that transactions between ourselves and the Interested Persons are conducted at arm’s length and on normal commercial terms. Further, if during these periodic reviews by the Audit Committee, the Audit Committee is of the view that the guidelines and procedures as stated above are not sufficient to ensure that these Interested Person Transactions will be on our normal commercial terms and will not be prejudicial to Shareholders, we will revert to Shareholders for a fresh mandate based on new guidelines and procedures for transactions with Interested Persons. Our Board and the Audit Committee shall have overall responsibility for the determination of the review procedures with the authority to sub-delegate to individuals or committees within the Company as they deem appropriate. If a member of the Board or the Audit Committee has an interest in the transaction to be reviewed by the Board or the Audit Committee as the case may be, he will abstain from any decision making by the Board or the Audit Committee in respect of that transaction. Benefit to Shareholders SHAREHOLDERS’ MANDATE The Shareholders’ Mandate and the renewal of the Shareholders’ Mandate on an annual basis eliminated the need to convene separate general meetings from time to time to seek shareholders’ approval as and when potential Interested Person Transactions with a specific class of Interested Persons arise, thereby reducing substantially administrative time and expenses in convening such meetings, without compromising the corporate objectives and adversely affecting the business opportunities available to us. The Shareholders’ Mandate is intended to facilitate transactions in our normal course of business which are transacted from time to time with the specified classes of Interested Persons, provided that they are carried out at arm’s length and on our normal commercial terms and are not prejudicial to Shareholders. Disclosure will be made in our annual report of the aggregate value of Interested Person Transactions conducted pursuant to the Shareholders’ Mandate during the current financial year, and in the annual reports for the subsequent financial years during which a Shareholders’ Mandate is in force. 112
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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
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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 and 110: (viii) technical and research resou
Page 111: (ii) transactions in value equal to
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
Page 161 and 162: 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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Asiaone 1-42

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