Asiaone 1-42

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9. VARIATION OF CAPITAL APPENDIX B 9.1 If a variation in the issued share capital of the Company (whether by way of a capitalisation of profits or reserves or rights issue, reduction, subdivision, consolidation or distribution, or otherwise howsoever) shall take place, then the Committee may determine whether:- (a) the Exercise Price for the Ordinary Shares, the nominal amount, class and/or number of Ordinary Shares comprised in an Option to the extent unexercised; and/or (b) the nominal amount, class and/or the maximum number of Ordinary Shares over which Options may be granted under the Scheme, shall be adjusted and, if so, the manner in which such adjustment should be made. However, the cancellation of issued Ordinary Shares purchased or acquired by the Company during the period when a share purchase mandate granted by shareholders of the Company (including any renewal of such mandate) is in force by way of a market purchase of such Ordinary Shares undertaken by the Company on the Stock Exchange shall not normally be regarded as a circumstance requiring adjustment, unless the Committee shall consider an adjustment to be appropriate, or unless the Committee determines that an adjustment should be made, having regard to market purchases of Ordinary Shares undertaken by the Company from time to time during the period the share purchase mandate (or any renewal thereof) is in force. For this purpose, save as otherwise provided in Rule 9.2, any issue of Ordinary Shares by the Company at an issue price per Ordinary Share which is less than the Exercise Price of any Option granted under the Scheme shall be deemed to amount to a variation in the issued share capital of the Company. 9.2 The issue of securities as consideration for an acquisition will not normally be regarded as a circumstance requiring adjustment, unless the Committee shall consider an adjustment to be appropriate. Neither the issue of Ordinary Shares in connection with the initial public offering of the Ordinary Shares nor the issue of Ordinary Shares to Singapore Press Holdings Ltd (or its nominee) at the par value of such Ordinary Shares prior to the Listing Date shall be regarded as circumstances requiring adjustment. 9.3 Notwithstanding the provisions of Rule 9.1:- (a) no adjustment shall be made if, as a result, the Exercise Price shall fall below the nominal amount of an Ordinary Share and if such adjustment would result in the Exercise Price being less than the nominal amount of an Ordinary Share, the Exercise Price payable shall be the nominal amount of an Ordinary Share; and (b) where the Committee determines to make any adjustment, the manner in which such adjustment should be made must be confirmed in writing by the Auditors (acting as experts and not as arbitrators) to be in their opinion, fair and reasonable. 9.4 Upon any adjustment required to be made pursuant to this Rule 9, the Company shall notify the Participant (or his duly appointed personal representatives where applicable) in writing and deliver to him (or his duly appointed personal representatives where applicable) a statement setting forth the revised Exercise Price and the nominal value, class and/or revised number of Ordinary Shares on the exercise of the Option. Any adjustment shall take effect upon such written notification being given. 179
APPENDIX B 10. TAKE-OVER AND WINDING-UP OF THE COMPANY 10.1 (a) Notwithstanding any other provision in the Scheme, in the event of a take-over being made for the Ordinary Shares before the Listing Date and before the Long-Stop Date, all Options granted under the Scheme shall, without further action by the Company and/or the Grantees thereof, be automatically cancelled, on and with effect from the date on which such offer is made or, if such offer is conditional, the date on which such offer becomes or is declared unconditional, as the case may be. Upon such cancellation, all such Options shall thereupon immediately lapse without further claim against the Company and, except as provided in Rule 10.5, the respective Grantees shall have no further rights in respect thereof. (b) Notwithstanding Rule 7 but subject to Rule 10.6, in the event of a take-over being made for the Ordinary Shares after the Listing Date, a Participant shall be entitled to exercise any Option held by him and as yet unexercised in respect of all or any of the Ordinary Shares comprised in that Option, in the period commencing on the date on which such offer is made or, if such offer is conditional, the date on which such offer becomes or is declared unconditional, as the case may be, and ending on the earlier of:- (i) the expiry of six (6) months thereafter, unless prior to the expiry of such six-month period, at the recommendation of the offeror and with the approvals of the Committee and the Stock Exchange, such expiry date is extended to a later date (in either case, being a date falling not later than the expiry of the Exercise Period relating thereto); or (ii) the date of expiry of the Exercise Period relating thereto, whereupon the Option then remaining unexercised shall lapse. Provided that if during such period, the offeror becomes entitled or bound to exercise rights of compulsory acquisition under the provisions of the Act and, being entitled to do so, gives notice to the Participants that it intends to exercise such rights on a specified date, the Option shall remain exercisable by the Participant until the expiry of such specified date or the expiry of the Exercise Period relating thereto, whichever is earlier. Any Option not so exercised shall lapse provided that the rights of acquisition or obligations to acquire shall have been exercised or performed, as the case may be. If such rights or obligations have not been exercised or performed, the Option shall, notwithstanding Rule 7, remain exercisable until the expiry of the Exercise Period relating thereto. 10.2 (a) If under the Act, the court sanctions a compromise or arrangement proposed for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with another company or companies before the Listing Date and before the Long-Stop Date, all Options granted under the Scheme shall, notwithstanding any other provision in the Scheme, without further action by the Company and/or the Grantees thereof, be automatically cancelled, on and with effect from the date on which the compromise or arrangement is sanctioned by the court. Upon such cancellation, all such Options shall thereupon immediately lapse without further claim against the Company and, except as provided in Rule 10.5, the respective Grantees shall have no further rights in respect thereof. 180
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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
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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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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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Page 131 and 132: 5. Cost of revenue (cont’d) FINAN
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Page 137 and 138: 14. Trade creditors FINANCIAL STATE
Page 139 and 140: FINANCIAL STATEMENTS 17. Significan
Page 141 and 142: 21. Subsequent events (cont’d) (e
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
Page 163 and 164: APPENDIX A (3) tick the appropriate
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: 7.6 In the event that:- APPENDIX B
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
Page 191 and 192: APPENDIX C RULES OF THE ASIAONE (20
Page 193 and 194: APPENDIX C “Parent Group” The P
Page 195 and 196: APPENDIX C 4.2 The number of Shares
Page 197 and 198: APPENDIX C (c) any other event appr
Page 199 and 200: APPENDIX C 9.3 Shares which are all
Page 201 and 202: 14. MODIFICATIONS TO THE SCHEME APP
Page 203 and 204: APPENDIX C (c) (i) the names of, an
Page 205 and 206: APPENDIX C Vesting Schedule Subject
Page 207 and 208: 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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