Asiaone 1-42

Article 102
GENERAL AND STATUTORY INFORMATION
A Director shall not vote in respect of any contract or proposed contract or arrangement or
any other proposal whatsoever in which he has any personal material interest, directly or
indirectly. A Director shall not be counted in the quorum at a meeting in relation to any
resolution on which he is debarred from voting.
Article 109
Subject as hereinafter provided and to the provisions of the Statutes, the Directors may
exercise all the powers of the Company to borrow money, to mortgage or charge its
undertaking, property and uncalled capital and to issue debentures and other securities,
whether outright or as collateral security for any debt, liability or obligation of the Company
or of any third party.
BANK BORROWINGS AND WORKING CAPITAL
20. As at 29 February 2000, our Group had no other borrowings or indebtedness in the nature of
borrowings including bank overdrafts and liabilities under acceptances (other than normal trading
bills) or acceptance credits, mortgages, charges, hire purchase commitments, guarantees or
other material contingent liabilities.
21. In the opinion of the Directors, no minimum amount must be raised by the Invitation in order to
provide for the following items:-
(a) the purchase price of any property purchased or to be purchased;
(b) estimated issue expenses (including underwriting commission and brokerage) for this
Invitation payable by our Company;
(c) the repayment of any money borrowed by our Company in respect of any of the foregoing
matters; and
(d) working capital.
Although no minimum amounts must be raised by the Invitation in order to provide for the items
set out above, the estimated amounts to be provided for in respect of paragraphs (b) and (d)
above are approximately $3.2 million and $20.6 million respectively. Such amounts are proposed
to be provided out of the proceeds of the Invitation, or, in the event that the Invitation is cancelled,
out of other sources of funding including banking facilities and the issuance of securities.
22. The Directors are of the opinion that, after taking into account the amount available under
existing banking facilities and the net proceeds from the issue of the New Shares, the Group
will have adequate funds to meet its working capital requirements.
MATERIAL CONTRACTS
23. The dates of, parties to and general nature of all material contracts, not being contracts entered
into in the ordinary course of business, entered into by our Company and its subsidiary during
the two years preceding the date of this Prospectus are as follows:
(a) Business Transfer Agreement dated 25 November 1999 between our Company and SPH
relating to the transfer of SPH’s Multimedia division to us;
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