Asiaone 1-42

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POTENTIAL CONFLICTS OF INTEREST Mr Tjong Yik Min is the Group President of SPH and participates in the key decision making process of the SPH Group. Mr Tjong is a director of M1. Although the businesses of the SPH Group (excluding our Group) and M1 do not currently compete directly with our business, they may do so in the future and a conflict of interest may arise on the part of Mr Tjong. In such event, Mr Tjong will take steps to ensure that he does not participate in our decision making process where it relates to such competing businesses. To the best of our knowledge and belief, save as disclosed in this Prospectus, there are no other foreseeable potential conflicts of interest. 115
23 May 2000 The Shareholders SPH AsiaOne Ltd 82 Genting Lane News Centre Singapore 349567 Dear Sirs This report has been prepared for inclusion in the prospectus (the “Prospectus”) of SPH AsiaOne Ltd (the “Company”) to be dated 13 May 2000 in connection with the Invitation in respect of 148,000,000 Shares of par value $0.05 each in the capital of our Company. On behalf of the Directors of our Company, I report that, having made due inquiry in relation to the period between 29 February 2000, the date to which the last audited financial statements of our Company and its subsidiary were made up, and the date hereof, being a date not earlier than 14 days before the issue of the Prospectus:- (a) the business of our Company and its subsidiary has, in the opinion of the Directors, been satisfactorily maintained; (b) in the opinion of the Directors, save as disclosed in the “Financial Statements” section of the Prospectus, no circumstances have arisen since 29 February 2000, the date to which the last audited financial statements for our Company and its subsidiary were made up which would adversely affect the trading or the value of the assets of our Company or any of its subsidiary; (c) the current assets of our Company and its subsidiary appear in the books at values which are believed to be realisable in the ordinary course of business; (d) no contingent liabilities have arisen by reason of any guarantees given by our Company or its subsidiary; and (e) save as disclosed in the “Financial Statements” section of the Prospectus, there has been no change in the published reserves or any unusual factors affecting the profits of our Company and its subsidiary since 29 February 2000, the date to which the last audited financial statements of our Company and its subsidiary were made up. Yours faithfully For and on behalf of The Board of Directors SPH AsiaOne Ltd Low Huan Ping Chief Executive Officer DIRECTORS’ REPORT 116
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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
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As at 30 April 2000, there were app
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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 and 112: (ii) transactions in value equal to
Page 113 and 114: Entry into of forex, swap and optio
Page 115: • 312,500 preference shares of pa
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
Page 163 and 164: APPENDIX A (3) tick the appropriate
Page 165 and 166: 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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