Asiaone 1-42

More documents

Recommendations

Info

16. Cash and cash equivalents FINANCIAL STATEMENTS Cash and cash equivalents included in the statements of cash flows comprise the following balance sheet amounts: 137 Proforma Company November February As at August 31, 30, 29, 1997 1998 1999 1999 2000 (All figures in thousands) S$ S$ S$ S$ S$ Cash and bank balances — 126 413 149 26 Time deposit — — — — 3,500 17. Significant related party transactions — 126 413 149 3,526 The following are transactions entered into by the Company with related parties at rates agreed between both parties: 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 1997 1998 1999 28, 1999 30, 1999 29, 2000 29, 2000 thousands) S$ S$ S$ S$ (unaudited) S$ S$ S$ Sales to holding company — — — — — 24 24 Sales to related company — — — — — 1 1 Expenses: Services rendered by related companies — Premises cost 245 222 220 125 17 117 134 — Recruitment charge — — — — — 89 89 — Business promotions Management fee to — — 443 4 — 29 29 holding company — — — — — 465 465 On April 11, 2000, the Company entered into a hosting agreement (“Hosting Agreement”) with its holding company, SPH. Pursuant to which the Company agreed to host, amongst other things, such news, articles, text, photographs, cartoons, graphics, advertisements and other items and materials written or authored by employees of SPH or other third parties and published or designated for publication by SPH (“SPH Materials”) on its websites. In addition, the Company agreed to perform related services such as the transfer and updating of the SPH Materials on its websites and the conversion of the SPH Materials to Hypertext Mark-up language code when requested by SPH.
FINANCIAL STATEMENTS 17. Significant related party transactions (cont’d) SPH shall pay the Company a fee of S$10,000 a month for the above services rendered and the obligations performed and undertaken by the Company under the Hosting Agreement. Contemporaneous with the execution of the Hosting Agreement, the Company also entered into a licence agreement (“Licence Agreement”) with SPH on April 25, 2000. Under the Licence Agreement, SPH agreed to grant the Company the world-wide non-exclusive rights and licenses, to, amongst other things, reproduce, publish, broadcast, adapt and generally use the SPH Materials (the “Content Licensing Rights”) and the relevant intellectual property rights (“Trade Mark Rights”) including without limitation to SPH’s mastheads, trade marks and domain names. The Company is also granted the right to sub-license the Content Licensing Rights to any of its wholly-owned subsidiaries (other than Zaobao.com Ltd) and any third party subject to the terms and conditions of the Licence Agreement. In consideration for the grant of the Licensing rights and the right to sub-license the Content Licensing Rights to its wholly-owned subsidiaries, the Company shall pay SPH an annual royalty of 5% for the first S$50,000,000 in gross revenue net of agreed deductions accruing to the Company, 4% for the next S$50,000,000 in gross revenue net of agreed deductions accruing to the Company, and 3% for gross revenue net of agreed deductions more than S$100,000,000 accruing to the Company from any sub-licensing of the Content Licensing Rights. In consideration for the grant of the right to sub-license the Content Licensing Rights to parties (other than its wholly-owned subsidiaries), the Company shall pay SPH a percentage of the gross revenue accrued to the Company from each commercial rental arrangement with the sub-licensee net of agreed deductions. Where the sub-licensee is a related entity, the percentage payable will be agreed with SPH. Where the sub-licensee is not a related entity, the percentage payable will be 30% of the gross revenue net of agreed deductions. On April 25, 2000, the Company’s subsidiary, Zaobao.com Ltd also entered into similar Hosting and License Agreements with SPH, effective on May 1, 2000, in relation to the hosting and licensing of content from SPH’s Chinese newspapers. The financial effects had the Hosting Agreements and the License Agreements been in place at the beginning of the period covered by the report are discussed under notes 4 and 5 to the financial statements. 18. Capital commitments (a) The Company has the following commitments for capital expenditure which have not been provided for in the financial statements: 138 Proforma Company As at August 31, As at February 29, (All figures in thousands) 1997 1998 1999 2000 Capital expenditure: S$ S$ S$ S$ Authorised and contracted for 231 241 9 3,017 Authorised but not contracted for — — — 676 231 241 9 3,693
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 and 12:
GLOSSARY OF TECHNICAL TERMS “onli
Page 13 and 14:
The Application List will open at 6
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 41 and 42:
Page 43 and 44:
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
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 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 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: 14. Trade creditors FINANCIAL STATE
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
Page 169 and 170: APPENDIX A (d) in respect of the Ne
Page 171 and 172: APPENDIX A (d) This application is
Page 173 and 174: APPENDIX B RULES OF THE ASIAONE PRE
Page 175 and 176: 3. ELIGIBILITY OF PARTICIPANTS APPE
Page 177 and 178: 7. RIGHTS TO EXERCISE OPTIONS APPEN
Page 179 and 180: 7.6 In the event that:- APPENDIX B
Page 181 and 182: APPENDIX B 10. TAKE-OVER AND WINDIN
Page 183 and 184: APPENDIX B 10.6 If in connection wi
Page 185 and 186: APPENDIX B 18.2 Save for the taxes
Page 187 and 188: To: SPH AsiaOne Ltd, News Centre, 8
Page 189 and 190:
APPENDIX B ASIAONE PRE-IPO SHARE OP
Page 191 and 192:
APPENDIX C RULES OF THE ASIAONE (20
Page 193 and 194:
APPENDIX C “Parent Group” The P
Page 195 and 196:
APPENDIX C 4.2 The number of Shares
Page 197 and 198:
APPENDIX C (c) any other event appr
Page 199 and 200:
APPENDIX C 9.3 Shares which are all
Page 201 and 202:
14. MODIFICATIONS TO THE SCHEME APP
Page 203 and 204:
APPENDIX C (c) (i) the names of, an
Page 205 and 206:
APPENDIX C Vesting Schedule Subject
Page 207 and 208:
Please print in block letters Name
Page 209:
Please print in block letters Name
show all

Asiaone 1-42

Create successful ePaper yourself

Delete template?

Save as template?