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Asiaone 1-42

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GENERAL AND STATUTORY INFORMATION<br />

(b) Subscription Agreement dated 21 February 2000 between our Company and Asianbourses.com<br />

relating to the purchase by our Company of a 20% stake in Asianbourses.com;<br />

(c) Joint Venture Agreement dated 29 February 2000 between our Company and Reckon relating<br />

to the establishment of a joint venture company for the primary purpose of developing and<br />

setting up an online financial business portal;<br />

(d) Shareholders Agreement dated 2 March 2000 between our Company, Yeong Wai Cheong,<br />

Chin Phick Fui, Donald W B Drapeau, Anthony Sneed and AsianBourses.com to regulate<br />

our relationship as shareholders of Asianbourses.com;<br />

(e) Joint Venture Agreement dated 22 March 2000 between our Company and Fantastic relating<br />

to the establishment of a joint venture company to engage in media aggregation for data<br />

broadcasting and the delivery and distribution of digital content through data broadcasting;<br />

(f) Management and Underwriting Agreement referred to in the “Management, Underwriting<br />

and Placement Arrangements” section of this Prospectus;<br />

(g) Placement Agreement referred to in the “Management, Underwriting and Placement<br />

Arrangements” section of this Prospectus;<br />

(h) Receiving Bank Agreement referred to in the “Miscellaneous” section of this Prospectus;<br />

and<br />

(i) Depository Agreement dated 22 May 2000 between our Company and CDP pursuant to<br />

which CDP agreed to act as depository for our Company.<br />

LITIGATION<br />

24. Neither our Company nor its subsidiary is engaged in any legal or arbitration proceedings as<br />

plaintiff or defendant in respect of any claims or amounts which are material in the context of<br />

this Invitation and the Directors have no knowledge of any legal or arbitration proceedings<br />

pending or threatened against our Company or its subsidiary or of any facts likely to give rise<br />

to any legal or arbitration proceedings which might materially affect the financial position or<br />

business of our Company or its subsidiary.<br />

MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS<br />

25. (a) Pursuant to the management and underwriting agreement dated 22 May 2000 (the<br />

“Management and Underwriting Agreement”) made between our Company and Citicorp,<br />

our Company appointed Citicorp as the Manager to manage the Invitation and to underwrite<br />

the New Shares. Citicorp will receive a management fee from our Company for its services<br />

as the Manager of the Invitation. Citicorp has agreed to underwrite the New Shares for a<br />

commission of 1.25% of the Offering Price for each New Share. Such commission will be<br />

payable by our Company.<br />

(b) Pursuant to the placement agreement dated 22 May 2000 (the “Placement Agreement”)<br />

made between our Company, Citicorp (as Placement Agent) and ING Barings (as Joint<br />

Placement Agent), Citicorp and ING Barings have agreed to subscribe for or procure<br />

subscriptions for the Placement Shares for a placement commission of 1% of the Offering<br />

Price for each New Share. Such commission will be payable by our Company.<br />

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