Asiaone 1-42

• 312,500 preference shares of par value $0.01 each representing 14.1% of the issued and paidup
share capital of Commontown Private Limited, which develops an Internet application allowing
its users to fully utilise the power of the Internet with minimal fuss by linking people from
different walks of life together through a Virtual Online Community;
• 391,055 membership units representing 0.6% of the issued share capital of AsiaCommerce
LLC; and
• 49,000,035 shares of par value $1.00 each representing 35% of the issued share capital of
M1.
As disclosed in the “Business – Expansion Plans” section of this Prospectus, we are currently working
with M1 on a trial WAP portal service in Singapore for M1 mobile phone subscribers. We intend to
further expand the range of WAP portal service in the future to include mobile commerce (mcommerce)
and auctions applications.
Save as disclosed, and to the best of our knowledge and belief, the businesses of these companies
(in which SPHMM has an interest) may not compete directly with our business at present. To the
extent that our investment strategy overlaps with the SPH Group’s investments and/or should these
companies enter into competing businesses in the future, a conflict of interest may arise.
DIRECTORS’ COMPETING INTERESTS
POTENTIAL CONFLICTS OF INTEREST
Mr Wong Yuen Weng Ernest is a director of ASEAN Fund Limited, ASEAN Supreme Fund Ltd, EDB
Investments Pte Ltd, Media Corporation of Singapore Pte Ltd, PLE Investment Pte Ltd, United
International Securities Ltd, UOB Venture Investments Ltd and UOB Venture Investments II Ltd.
These companies may have businesses or investments in companies that compete with us. Mr
Wong will take steps to ensure that he does not participate in our decision making process in the
event of a possible conflict of interest.
Mr Low Huan Ping is a director of M1, Buzzcity Pte Ltd and Commontown Private Limited, and Mr
Tan Teck Huat is an alternate director in these three companies. Mr Low is a director of SPHMM. In
addition, Mr Tan is a director of SPHMM and Vertex Asia Limited. Vertex Asia Limited has investments
in companies that compete with us, but Mr Tan is not involved in the day to day management of
Vertex Asia Limited. Although the businesses of the other companies (namely M1, Buzzcity Pte Ltd,
Commontown Private Limited and SPHMM) do not compete directly with our business at present,
they may do so in the future and a conflict of interest may arise on the part of our two Directors. In
the event of a potential conflict of interest, Mr Low and Mr Tan will take steps to ensure that they do
not participate in the decision making process of these companies where it relates to such competing
businesses.
Mr Koh Boon Hwee is a director of AceFusion.com Pte Ltd, Ezyhealth Asia-Pacific Pte Ltd,
Hongkong.com Corporation, Inquisitive Mind Pte Ltd, MediaRing.com Ltd, Singapore
Telecommunications Ltd and Sinohome.com. These companies may have businesses or investments
in companies that compete with us. Mr Koh will take steps to ensure that he does not participate in
our decision making process in the event of a possible conflict of interest.
Professor Eddie Kuo Chen-Yu is a director of Singapore Broadcasting Authority (“SBA”), which
regulates Internet content in Singapore. Where there is any dealing between our Company and SBA,
Mr Kuo will take steps to ensure that he does not participate in any decision making in relation to
any such transaction.
Mr Teo Ming Kian is the Executive Chairman of the NSTB and the Chairman of Singapore Technologies
Pte Ltd. From time to time, NSTB may be approached by various companies (including such companies
that compete with us) for advice and support. In addition, NSTB and Singapore Technologies Pte Ltd
may have investments in companies that compete with us. Mr Teo will take steps to ensure that he
does not participate in our decision making process in the event of a possible conflict of interest.
114