Asiaone 1-42

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18. Capital commitments (cont’d) FINANCIAL STATEMENTS (b) The Company leases two buildings. The leases of the buildings expire on August 31, 2001 and March 31, 2002. The leases contain provisions for rental adjustments and the future minimum lease payments are as follows: 139 Proforma Company As at As at August 31, February 29, (All figures in thousands) 1997 1998 1999 2000 S$ S$ S$ S$ Within one financial year — — — 465 After one financial year but not more than five financial years — — — 317 More than five financial years — — — — — — — 782 (c) As disclosed in note 21 to the financial statements, the Company entered into various joint venture agreements and a subscription agreement subsequent to the year end. Pursuant to these agreements, the Company is committed to invest S$9,975,000 in these investments. 19. Contingent liabilities There were no contingent liabilities at the end of each of the periods covered under this report. 20. Dividends There were no dividends paid or proposed for the periods covered in this report. 21. Subsequent events (a) Joint venture - AsiaOne Reckon Pte Ltd On February 29, 2000, the Company entered into a conditional joint venture agreement with Reckon Online Holdings Pty Ltd. (b) Joint venture - FantasticOne (Asia Pacific) Pte Ltd Pursuant to a joint venture agreement entered into by the Company with The Fantastic Corporation on March 22, 2000, the Company acquired a 40% interest in a joint venture company, FantasticOne (Asia Pacific) Pte Ltd. (c) Strategic Investment - Asianbourses.com Pte Ltd Pursuant to a subscription agreement dated February 21, 2000 entered into by the Company with Asianbourses.com Pte Ltd on March 2, 2000, the Company invested S$6.38 million in Asianbourses.com Pte Ltd representing 20% of the issued and paid-up capital of Asianbourses.com Pte Ltd. (d) Zaobao.com Ltd The Company incorporated a wholly-owned subsidiary, Zaobao.com Ltd on April 12, 2000 with an authorised share capital of S$10 million and an issued share capital of S$2 comprising of 10 million and 2 ordinary shares of S$1 each respectively.
21. Subsequent events (cont’d) (e) Share capital FINANCIAL STATEMENTS On March 15, 2000, the Company’s issued share capital was increased to 500,000,000 ordinary shares of S$0.10 through the issue of 400,000,000 ordinary shares of S$0.10 each at par for cash to provide additional working capital. These shares ranked pari passu with the existing issued shares of the Company. On April 4, 2000, the Company sub-divided its existing authorised share capital of 1,000,000,000 ordinary shares of S$0.10 each to 2,000,000,000 ordinary shares of S$0.05 each and its issue share capital of 500,000,000 ordinary shares of S$0.10 each to 1,000,000,000 ordinary shares of par value S$0.05 each. (f) Share Option Schemes (i) AsiaOne Pre-IPO Share Option Scheme On March 1, 2000 (“Adoption Date”), the Company adopted a share option scheme (the “AsiaOne Pre-IPO Share Option Scheme”). Amongst other terms and conditions, the scheme provides for the issuance of up to 10% of the Company’s total issued share capital or such other percentage as may be allowed by the Singapore Exchange Securities Trading Limited (“SGX-ST”) from time to time. The scheme is administered by the Share Option Committee which has the discretion over the granting of options, including the number of options granted (“Pre-IPO Option”) to individual employees. No Pre-IPO Option may be exercisable prior to the date on which the Company’s ordinary shares are listed on the Main Board of the SGX-ST (“Listing Date”). Options granted under the AsiaOne Pre-IPO Share Option Scheme will be exercisable commencing on or after the date falling the sixth month from the Listing Date. In the event that the Listing Date does not occur on or before the second anniversary of the Adoption Date (the “Long-Stop Date”), all Pre-IPO Options granted prior to the Long- Stop Date shall be automatically cancelled on and with effect from the Long-Stop Date. Under the scheme, options issued shall terminate on the Listing Date or the Long- Stop Date, whichever is the earlier. The exercise price to be paid for each ordinary share on exercise of a Pre-IPO Option shall be the price determined to be the fair market value (the “Fair Market Value”) of each ordinary share (as determined by an independent merchant bank appointed by the Share Option Committee) as at the date of grant of that Pre-IPO Option. The Company is not allowed to grant Pre-IPO Options whose exercise prices are at a discount to the Fair Market Value of its ordinary shares. (ii) AsiaOne Post-IPO Share Option Scheme On May 8, 2000, the Company adopted a share option scheme that will be implemented following the close of the Company’s initial public offering (the “AsiaOne (2000) Post- IPO Share Option Scheme”). Amongst other terms and conditions, the scheme provides for the issuance of up to 15% of the Company’s total issued share capital or such other percentage as may be allowed by the SGX-ST from time to time. The scheme is administered by the Share Option Committee which has the discretion over the granting of options, including the number of options granted (“Post-IPO Option”) to individual employees. 140
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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
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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
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 and 138: 14. Trade creditors FINANCIAL STATE
Page 139: FINANCIAL STATEMENTS 17. Significan
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
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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
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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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