Asiaone 1-42

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May 23, 2000 REPORT OF THE FINANCIAL INDEPENDENT STATEMENTS PUBLIC ACCOUNTANTS The Board of Directors SPH AsiaOne Ltd 82 Genting Lane News Centre Singapore 349567 Dear Sirs We have audited the accompanying financial statements of SPH AsiaOne Ltd (the “Company”), comprising the proforma balance sheets, profit and loss accounts, statements of changes in shareholders’ equity and cash flows for the financial years ended August 31, 1997, 1998, 1999 and the period from September 1, 1999 to November 30, 1999 and the notes thereto, and the balance sheet as at February 29, 2000 and profit and loss accounts, statements of changes in shareholders’ equity and cash flows for the period from July 23, 1999 to February 29, 2000 and the notes thereto. These financial statements are the responsibility of the Company’s directors. Our responsibility is to express an opinion on these financial statements of the Company based on our audits. We conducted our audits in accordance with Singapore Standards on Auditing. Those Standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, (i) the above-mentioned proforma financial statements of the Company, expressed in Singapore dollars, present fairly, in all material respects, the proforma financial position of the Company as at August 31, 1997, 1998, 1999 and November 30, 1999, and of the proforma results of the Company and its proforma changes in shareholders’ equity and cash flows for the financial years ended August 31, 1997, 1998, 1999 and the period from September 1, 1999 to November 30, 1999, in accordance with the bases set out in Note 2 to the financial statements and in accordance with Singapore Statements of Accounting Standard; and (ii) the above-mentioned financial statements of the Company, expressed in Singapore dollars, present fairly, in all material respects, the financial position of the Company as at February 29, 2000, and of the results of the Company and its changes in shareholders’ equity and cash flows for the period from July 23, 1999 to February 29, 2000, in accordance with Singapore Statements of Accounting Standard. Yours faithfully ERNST & YOUNG Certified Public Accountants (Partner: Kevin Kwok) Singapore 117 10 Collyer Quay #21-01 Ocean Building Singapore 049315 Mail Address: Robinson Road P O Box 384 Singapore 900734 Telephone: 5357777 Fax: 5327662
FINANCIAL STATEMENTS Profit and Loss Accounts for the financial years ended August 31, 1997, 1998 and 1999 and for the six-month periods ended February 28, 1999 and February 29, 2000 118 Proforma Company (A) (B) (A) + (B) Six- Sixmonth September July month period 1, 1999 23, 1999 period Financial year ended to to ended ended August 31, February November February February (All figures in Note 1997 1998 1999 28, 1999 30, 1999 29, 2000 29, 2000 thousands) S$ S$ S$ S$ (unaudited) S$ S$ S$ Revenue 4 3,260 4,178 4,116 1,701 1,022 1,767 2,789 Cost of revenue 5 (2,614) (2,053) (2,752) (1,352) (480) (1,876) (2,356) Gross profit (loss) 646 2,125 1,364 349 5<strong>42</strong> (109) 433 Operating expenses 6 (1,380) (1,418) (1,902) (1,046) (<strong>42</strong>2) (2,170) (2,592) Operating profit (loss) (734) 707 (538) (697) 120 (2,279) (2,159) Other income Interest income 7 — — — — — 18 18 — — — — — 18 18 Profit (loss) before income tax (734) 707 (538) (697) 120 (2,261) (2,141) Income tax 9 — — — — — — — Net profit (loss) for the period transferred to accumulated losses (734) 707 (538) (697) 120 (2,261) (2,141) Net earnings (loss) per share (in cents) 10 NM NM NM NM NM (2.261) (2.141) Proforma net earnings (loss) per share (in cents) 10 (0.073) 0.071 (0.054) (0.070) 0.012 (0.226) (0.214) The profit and loss accounts for the six-month period ended February 29, 2000 comprise: (A) the proforma profit and loss accounts of the Company from September 1, 1999 to November 30, 1999 (effective date of the Business Transfer Agreement); and (B) the profit and loss accounts of the Company for the period from July 23, 1999 (date of incorporation) to February 29, 2000. NM - not meaningful The accompanying notes form an integral part of the financial statements.
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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
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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 and 116: • 312,500 preference shares of pa
Page 117: 23 May 2000 The Shareholders SPH As
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
Page 167 and 168: 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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