Asiaone 1-42

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In any event, we reserve the right to reallocate such number of New Shares as we deem appropriate amongst the different tranches. Investors may subscribe for any number of New Shares in integral multiples of 1,000 New Shares. However, in the event that both the Internet Offer Tranche and the Public Offer Tranche are substantially over-subscribed, to ensure a reasonable spread of shareholders, we may limit the number of New Shares allocated to any single investor subscribing for New Shares under the Internet Offer Tranche or the Public Offer Tranche to not more than 20,000 New Shares or such other number of New Shares as we may prescribe. We have full discretion to decide to allocate above or under this limit if we deem it appropriate to do so. We have granted Citicorp the Over-Allotment Option, exercisable within 30 days from the date of this Prospectus, to subscribe for up to 22,200,000 additional New Shares to cover over-allotments in our Invitation. (i) Internet Offer Tranche DETAILS OF OUR INVITATION Individuals in Singapore from whom we have received valid registrations as users at our website “www.asiaone.com/registration” during the period commencing on 17 May 2000 and ending at 8.00 a.m. on 31 May 2000, will be notified by us via e-mail to apply for New Shares under the Internet Offer Tranche through our IPO website “www.asiaone.com/IPO”. Individuals whose registrations are received by us prior to or on 23 May 2000 will receive our e-mail notification on 23 May 2000. In respect of individuals whose registrations are received by us after 23 May 2000, to the extent possible, we will acknowledge receipt of such registration within one hour by way of return e-mail. Such individuals must (a) not be corporations, sole-proprietorships, partnerships, chops or any other business entities; (b) be over the age of 21 years; (c) not be undischarged bankrupts; (d) apply for the New Shares in Singapore; (e) not apply for New Shares under the Public Offer Tranche or the Placement Tranche; and (f) be customers who maintain Internet banking accounts with the Internet Banks or Internet trading accounts with the Internet Stockbrokers. Each Qualifying User may only submit one application for New Shares under the Internet Offer Tranche. An investor who subscribes for New Shares under the Internet Offer Tranche shall not make any separate application for New Shares under the Public Offer Tranche or the Placement Tranche. Such separate applications will be deemed to be multiple applications and shall be rejected. The procedures for Internet Offer Tranche Application through our IPO website “www.asiaone.com/IPO” are set out on pages 169 to 171 in Appendix A of this Prospectus. The Internet Offer Tranche of initially 37,000,000 New Shares at the Offering Price represents 25% of the total number of New Shares initially available under the Invitation (before any exercise of the Over-Allotment Option) and 3.2% of our post-IPO issued and paid-up share capital (before any exercise of the Over-Allotment Option). An applicant for New Shares under the Internet Offer Tranche must choose his preferred Internet Bank or Internet Stockbroker in order to complete his application. As the Internet IPO gateway of an Internet Bank or Internet Stockbroker may close before 8.00 a.m. on 1 June 2000, an applicant is requested to liaise with his preferred Internet Bank or Internet Stockbroker on the last date and time the Internet Bank or Internet Stockbroker is accepting applications through the Internet IPO gateway. 13
Allocation of New Shares under the Internet Offer Tranche will be based on the level of valid applications received. In the event that the Internet Offer Tranche and/or the Invitation on the whole are substantially over-subscribed, there may be balloting and applicants who are not successful in the ballot will not receive any New Shares under the Internet Offer Tranche while successful applicants in the ballot may receive less than the number of New Shares they applied for under the Internet Offer 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. (ii) Public Offer Tranche DETAILS OF OUR INVITATION The Public Offer is open to members of the public in Singapore as well as to institutional and professional investors. Investors may apply for New Shares under the Public Offer Tranche by way of printed Offer Shares Application Forms or ATMs belonging to the Participating Banks. Applications for New Shares through any Internet IPO Website by investors who are not Qualifying Users shall be treated as applications under the Public Offer Tranche. The terms and conditions and the procedures for application of New Shares under the Public Offer Tranche are set out on pages 155 to 169 in Appendix A of this Prospectus. Only one application may be made for the benefit of a person for New Shares under the Public Offer Tranche. A person submitting an application for New Shares in the Public Offer Tranche by way of a printed Offer Shares Application Form may not submit separate application of New Shares by way of ATMs and vice versa. An investor who subscribes for New Shares under the Public Offer Tranche shall not make any separate application for New Shares either through the Internet Offer Tranche or the Placement Tranche. Such separate applications shall be deemed to be multiple applications and shall be rejected. The Public Offer Tranche of initially 22,200,000 New Shares at the Offering Price represents 15% of the total number of New Shares initially available under the Invitation (before any exercise of the Over-Allotment Option) and 1.9% of our post-IPO issued and paid-up share capital (before any exercise of the Over-Allotment Option). Allocation of New Shares under the Public Offer Tranche will be based on the level of valid applications received. In the event that the Public Offer Tranche and the Invitation on the whole are substantially over-subscribed, there will be balloting and applicants who are not successful in the ballot will not receive any New Shares under the Public Offer Tranche while successful applicants in the ballot may receive less than the number of New Shares they applied for under the Public Offer Tranche. Applications for New Shares under the Public Offer Tranche will be processed separately from applications for New Shares under the Internet Offer Tranche as the allocation process for each of these tranches will be different. 14
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: The Application List will open at 6
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
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
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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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Page 97 and 98:
Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
Page 105 and 106:
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
Page 209:
Please print in block letters Name
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Asiaone 1-42

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