Asiaone 1-42

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14. MODIFICATIONS TO THE SCHEME APPENDIX B Any or all of the provisions of the Scheme may be modified and/or altered at any time and from time to time by resolution of the Committee, save that:- (a) any modification which materially and adversely alters the rights attaching to any Option granted prior to such modifications or alterations may only be made with the consent of such number of Participants who, if they exercised their Options in full, would thereby become entitled to not less than three-quarters in nominal amount of all the Ordinary Shares which would fall to be allotted upon exercise in full of all outstanding Options; and (b) any modification or alteration which would be to the advantage of the Participants under the Scheme shall be subject to the prior approval of the Company’s shareholders in general meeting. For the purpose of Rule 14, the opinion of the Committee as to whether any modification or alteration would materially and adversely alter the rights attaching to any Option shall be final and conclusive. 15. TERMS OF EMPLOYMENT UNAFFECTED The terms of employment of a Participant (being an Employee) shall not be affected by his participation in the Scheme, which shall neither form part of such terms nor entitle him to take into account such participation in calculating any compensation or damages on the termination of his employment for any reason. 16. DURATION OF THE SCHEME 16.1 The duration of the Scheme shall commence on the Adoption Date and shall terminate on the Listing Date or the Long-Stop Date, whichever is the earlier. On the termination of the Scheme, no further Options shall be granted by the Company pursuant to the Scheme. 16.2 In the event that the Listing Date occurs on or before the Long-Stop Date, the termination of the Scheme on the Listing Date shall not affect any Options, or prejudice the rights of the Participants in respect of Options, which have been granted and accepted before the Listing Date. In the event that the Listing Date does not occur on or before the Long-Stop Date, all Options which have been granted and accepted before the termination of the Scheme on the Long-Stop Date shall be cancelled in accordance with Rule 6. 17. TAXES All taxes (including income tax) arising from the cancellation of any Option and the payment of the Surrender Value or, as the case may be, the Cancellation Value in respect thereof or from the exercise of any Option granted to any Participant under the Scheme shall be borne by that Participant. 18. COSTS AND EXPENSES OF THE SCHEME 18.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with the issue and allotment of any Ordinary Shares pursuant to the exercise of any Option in CDP’s name, the deposit of share certificate(s) with CDP, the Participant’s securities account with CDP, or the Participant’s securities sub-account with a Depository Agent or CPF investment account with a CPF agent bank. 183
APPENDIX B 18.2 Save for the taxes referred to in Rule 17 and such other costs and expenses expressly provided in the Scheme to be payable by the Participants, all fees, costs and expenses incurred by the Company in relation to the Scheme including but not limited to the fees, costs and expenses relating to the allotment and issue of Ordinary Shares pursuant to the exercise of any Option shall be borne by the Company. 19. DISCLAIMER OF LIABILITY Notwithstanding any provisions herein contained, the Committee and the Company shall not under any circumstances be held liable for any costs, losses, expenses and damages whatsoever and howsoever arising in any event, including but not limited to the Company’s delay in issuing the Ordinary Shares or applying for or procuring the listing of the Ordinary Shares on the Stock Exchange in accordance with Rule 8.4. 20. DISPUTES Any disputes or differences of any nature arising hereunder shall be referred to the Committee and its decision shall be final and binding in all respects. 21. GOVERNING LAW The Scheme shall be governed by, and construed in accordance with, the laws of the Republic of Singapore. The Participants, by accepting the Options in accordance with the Scheme, and the Company submit to the exclusive jurisdiction of the courts of the Republic of Singapore. 184
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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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3. Significant accounting policies
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5. Cost of revenue (cont’d) FINAN
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Page 139 and 140: FINANCIAL STATEMENTS 17. Significan
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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 and 180: 7.6 In the event that:- APPENDIX B
Page 181 and 182: APPENDIX B 10. TAKE-OVER AND WINDIN
Page 183: APPENDIX B 10.6 If in connection wi
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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