Asiaone 1-42

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LISTING ON THE SGX-ST DETAILS OF OUR INVITATION We have applied to the SGX-ST for permission to deal in and for quotation of all our Shares, comprising both existing issued and fully-paid Shares, the New Shares which are the subject of our Invitation, as well as the new Shares arising from the exercise of options granted under our AsiaOne Pre-IPO Share Option Scheme (the rules of which are set out in Appendix B of this Prospectus) and our AsiaOne (2000) Post-IPO Share Option Scheme (the rules of which are set out in Appendix C of this Prospectus). Such permission will be granted when we have been admitted to the Official List of SGX-ST. Our acceptance of applications and allocation of the New Shares will be conditional upon completion of our Invitation, which is subject to certain conditions, including the SGX-ST granting permission to deal in and for quotation of all of the issued Shares as well as the New Shares. If the completion of our Invitation does not occur because the SGX-ST’s permission is not granted or for any other reasons, monies paid in respect of any application accepted will be returned at your own risk without interest or any share of revenue or other benefit arising therefrom and you will not have any claim against us or the Manager. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Prospectus. Admission to the Official List of SGX-ST or opinions expressed in this Prospectus is not to be taken as an indication of the merits of our Invitation, our Company, our Group or our Shares. Our Directors individually and collectively accept full responsibility for the accuracy of the information given in this Prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the opinions expressed in this Prospectus are fair and accurate in all material respects as at the date of this Prospectus and there are no other material facts the omission of which would make any statement in this Prospectus misleading. We have not authorised any person to give any information or to make any representation not contained in this Prospectus in connection with our Invitation. If such information or representation is made, it must not be relied upon as having been authorised by ourselves or the Manager. Neither the delivery of this Prospectus and the Application Forms nor our Invitation shall, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change in our affairs or any statement of fact or information contained in this Prospectus since the date of this Prospectus. Where such changes occur, we may make an announcement on the same to the SGX-ST. You should take note of any such announcement and, upon the release of such announcement, you shall be deemed to have notice of such changes. Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon as, a promise or representation as to our future performance or policies. This Prospectus has been prepared solely for the purpose of our Invitation and may not be relied upon by any persons, other than the applicants in connection with their application for the New Shares, or for any other purpose. This Prospectus does not constitute an offer, invitation or solicitation to subscribe for the New Shares in any jurisdiction in which such offer, invitation or solicitation is unauthorised or unlawful, nor does it constitute an offer, invitation or solicitation to any person to whom it is unlawful to make such offer, invitation or solicitation. Copies of this Prospectus and the Application Forms may be obtained on request during business hours from the date of this Prospectus to the closing date for applications for the New Shares, subject to availability, from:- CITICORP INVESTMENT BANK (SINGAPORE) LIMITED 3 Temasek Avenue #17-00 Centennial Tower Singapore 039190 and branches of Citibank, members of the Association of Banks in Singapore, members of the SGX- ST and merchant banks in Singapore. 11
The Application List will open at 6.00 a.m. on 1 June 2000 and will remain open until 8.00 a.m. on 1 June 2000 or for such further period or periods as we and the Manager may decide. STRUCTURE OF OUR INVITATION Offering Price The Offering Price, determined by us and Citicorp based on the estimated market valuation of our Company and the market demand for our Shares, is $0.60 for each New Share offered in our Invitation. The Offering Price is the same for all New Shares offered in the various tranches of our Invitation and is payable in full on application. Our Invitation The Invitation comprises the following tranches:- INVITATION 148,000,000 New Shares (subject to the Over-Allotment Option) * Subject to reallocation and different allocation process for each tranche Applications for New Shares under the Internet Offer Tranche will be processed separately from applications for New Shares under the Public Offer Tranche as the allocation process for each of these tranches will be different. Although the initial number of New Shares allocated to the Internet Offer Tranche and the Public Offer Tranche are 37,000,000 New Shares and 22,200,000 New Shares respectively, we reserve the right to reallocate these number of New Shares between the Internet Offer Tranche and the Public Offer Tranche depending on the number of applications received for each of these two tranches. To ensure a reasonable spread of shareholders:- DETAILS OF OUR INVITATION ▲ ▲ ▲ ▲ (a) we may decide to allocate to a successful applicant under the Internet Offer Tranche or the Public Offer Tranche such number of New Shares which is less than the number applied for by that applicant, in any of the following events:- (aa) an over-subscription for both the Internet Offer Tranche and the Public Offer Tranche; or (bb) an under-subscription for the Internet Offer Tranche and over-subscription for the Public Offer Tranche; or (cc) an under-subscription for the Public Offer Tranche and over-subscription for the Internet Offer Tranche; and (b) in such event, we will allocate no less than 14,800,000 New Shares to the Internet Offer Tranche and no less than 14,800,000 New Shares to the Public Offer Tranche. 12 INTERNET OFFER TRANCHE 37,000,000 New Shares* PUBLIC OFFER TRANCHE 22,200,000 New Shares* RESERVED TRANCHE 14,800,000 New Shares* PLACEMENT TRANCHE 74,000,000 New Shares
Page 1 and 2: PROSPECTUS DATED 23 MAY 2000 SPH AS
Page 3 and 4: — Customers And Suppliers .......
Page 5 and 6: CORPORATE INFORMATION Board of Dire
Page 7 and 8: “FY” : Financial year ended or
Page 9 and 10: “Reserved Tranche” : The offer
Page 11: GLOSSARY OF TECHNICAL TERMS “onli
Page 15 and 16: Allocation of New Shares under the
Page 17 and 18: RESULTS OF APPLICATION AND DISTRIBU
Page 19 and 20: SELLING RESTRICTIONS DETAILS OF OUR
Page 21 and 22: Our present business model is based
Page 23 and 24: THE INVITATION PROSPECTUS SUMMARY S
Page 25 and 26: An investment in our Shares involve
Page 27 and 28: We have a short operating history R
Page 29 and 30: RISK FACTORS We depend on a reliabl
Page 31 and 32: E-commerce operations RISK FACTORS
Page 33 and 34: RISKS RELATING TO THE SHARES RISK F
Page 35 and 36: USE OF PROCEEDS The net proceeds fr
Page 37 and 38: SELECTED FINANCIAL DATA You should
Page 39 and 40: ANALYSIS OF FINANCIAL CONDITION AND
Page 45 and 46: GROUP STRUCTURE Our group structure
Page 47 and 48: As at Authorised Share Capital 29 F
Page 49 and 50: GENERAL INFORMATION ON OUR GROUP Ex
Page 51 and 52: SHAREHOLDERS GENERAL INFORMATION ON
Page 53 and 54: INDUSTRY OVERVIEW BUSINESS The info
Page 55 and 56: BUSINESS The Singapore Information
Page 57 and 58: 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
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Based on our internal records, we b
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BUSINESS The categories of products
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Auctions BUSINESS The Internet’s
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BUSINESS Designed for both consumer
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(ii) Button Ads BUSINESS Small adve
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BUSINESS While the Internet has sti
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Suppliers BUSINESS The suppliers wh
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BUSINESS In addition to the content
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BUSINESS We will be introducing new
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(ii) Message Boards BUSINESS We wil
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MARKETING AND BRANDING STRATEGY BUS
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INTELLECTUAL PROPERTY Our sharehold
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Equipment to support E-commerce Our
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BOARD OF DIRECTORS DIRECTORS, SENIO
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DIRECTORS, SENIOR MANAGEMENT AND ST
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Yuan Zhou, aged 37, is the Vice Pre
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The Licence Agreement may be termin
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As at the date of this Prospectus,
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(viii) technical and research resou
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(ii) transactions in value equal to
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Entry into of forex, swap and optio
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• 312,500 preference shares of pa
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23 May 2000 The Shareholders SPH As
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FINANCIAL STATEMENTS Profit and Los
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FINANCIAL STATEMENTS Statement of C
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FINANCIAL STATEMENTS Statements of
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FINANCIAL STATEMENTS 2. Basis of pr
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3. Significant accounting policies
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3. Significant accounting policies
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5. Cost of revenue (cont’d) FINAN
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10. Net earnings (loss) per share (
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13. Fixed assets (cont’d) FINANCI
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14. Trade creditors FINANCIAL STATE
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FINANCIAL STATEMENTS 17. Significan
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21. Subsequent events (cont’d) (e
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GENERAL AND STATUTORY INFORMATION I
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GENERAL AND STATUTORY INFORMATION 1
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Article 66 GENERAL AND STATUTORY IN
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Article 76 GENERAL AND STATUTORY IN
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Article 102 GENERAL AND STATUTORY I
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GENERAL AND STATUTORY INFORMATION (
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CONSENTS GENERAL AND STATUTORY INFO
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APPENDIX A 4. A person who has agre
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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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