Asiaone 1-42

GENERAL AND STATUTORY INFORMATION
14. No sum or benefit has been paid or has been agreed to be paid to any Director or expert, or
to any firm in which such Director or expert is a partner or any corporation in which such
Director or expert holds shares or debentures, in cash or shares or otherwise, by any person
to induce him to become, or to qualify him as, a Director, or otherwise for services rendered by
him or by such firm or corporation in connection with the promotion or formation of our Company.
SHARE CAPITAL
15. As at the date of this Prospectus, there is only one class of shares in the capital of our
Company. There are no founder, management or deferred shares. The rights and privileges
attached to the Shares are stated in the Articles of Association of our Company. Pursuant to
our Articles of Association, there is no limitation on the rights to own securities in our Company.
As there is only one class of shares in the capital of our Company, the Shares held by our
parent company, SPH, carry the same voting rights as the Shares held by other shareholders.
16. Save as disclosed in the “General Information on our Group – Share Capital” section of this
Prospectus, there were no changes in the issued and paid-up share capital of our Company
and its subsidiary within the two years preceding the date of this Prospectus.
17. Save as disclosed in the “General Information on our Group – Share Capital” section of this
Prospectus, no shares in, or debentures of, our Company or its subsidiary have been issued,
or are proposed to be issued, as fully or partly paid for cash or for a consideration other than
cash, within the two years preceding the date of this Prospectus.
18. Save as disclosed in the “Directors, Senior Management and Staff – Share Option Schemes”
section of this Prospectus, no person has been, or is entitled to be, granted an option to
subscribe for shares in, or debentures of, our Company or its subsidiary.
ARTICLES OF ASSOCIATION
19. (a) The following provision in the Articles of Association of our Company relates to restrictions
on the transferability of shares and the voting rights of members of our Company:-
Article 38
(A) There shall be no restriction on the transfer of fully paid up shares (except where
required by law, the listing rules of any Stock Exchange upon which the shares of the
Company may be listed or the rules and/or bye-laws governing any Stock Exchange
upon which the shares of the Company may be listed) but the Directors may in their
discretion decline to register any transfer of shares upon which the Company has a
lien and in the case of shares not fully paid up, may refuse to register a transfer to a
transferee of whom they do not approve Provided always that in the event of the
Directors refusing to register a transfer of shares, they shall within one month beginning
with the day on which the application for a transfer of shares was made, serve a
notice in writing to the applicant stating the facts which are considered to justify the
refusal as required by the Statutes.
(B) The Directors may in their sole discretion refuse to register any instrument of transfer
of shares unless:
(a) all or any part of the stamp duty (if any) payable on each share certificate and
such fee not exceeding $2 as the Directors may from time to time require pursuant
to Article 41, is paid to the Company in respect thereof;
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