Asiaone 1-42

More documents

Recommendations

Info

This summary highlights certain information found in greater detail elsewhere in this Prospectus. In addition to this summary, we urge you to read the entire Prospectus carefully, especially the discussion of risk of investing in our Shares under “Risk Factors”, before deciding to buy our Shares. References in this Prospectus to “AsiaOne”, “Group”, “we”, “our” and “us” refer to AsiaOne and its subsidiary. OVERVIEW OF THE GROUP PROSPECTUS SUMMARY We started our operations in 1995 as the Multimedia division of SPH. We were incorporated on 23 July 1999 under the Companies Act as a separate private limited company in Singapore, under the name of “SPH.com Pte Ltd” with an issued share capital of $2.00 comprising two ordinary shares of $1.00 each. We changed our name on 25 August 1999 to “AsiaOne Internet Pte Ltd” and on 16 December 1999 to “SPH AsiaOne Pte Ltd”. We became a public limited company on 8 February 2000 and changed our name to “SPH AsiaOne Ltd”. Our issued share capital as at the date of this Prospectus is $50 million comprising 1,000,000,000 ordinary shares of $0.05 each. Changes in our share capital from the date of our incorporation and the date of this Prospectus are set out in the “General Information on Our Group – Share Capital” section of this Prospectus. Our website was launched in June 1995 as the Internet version of SPH’s publications. The Business Times was the first to go online, followed by The Shipping Times, Lianhe Zaobao and The Straits Times. By late 1995, our website registered approximately 60,000 pageviews each week, of which approximately 60% was from outside Asia. In 1996, we included other publications, namely, The New Paper and Berita Harian as well as other regional newspapers and magazines on our website. The range of services was expanded to include Business Centre and Entertainment. AsiaOne.com gained good reception and the number of times our website was accessed increased to approximately 4 million pageviews a month. Keeping abreast of the virtual shopping trend, our e-commerce infrastructure was launched in October 1997. We also launched other new services such as SingaporeConnect and REALink in 1997. By late 1998, our virtual shopping mall had 60 shops. Pageviews continued to grow, increasing to approximately 25 million pageviews a month by end 1998. At the start of the new millennium, we re-positioned ourselves to be the premier Internet player in Asia, targeting the English speaking audience with our English language portal, AsiaOne.com, and the Chinese language market with our Chinese language portal, Zaobao.com. Our objective is to be a dynamic, multifaceted news, information, lifestyle and e-commerce site. We want to reach English and Chinese speaking Internet users around the world with our focus on Asian products and services, and businesses and consumers looking for total solutions in Asia. We aim to be the premier Asian gateway/portal. Our Group currently operates as an Internet portal under the domain names of “www.asiaone.com” and “www.zaobao.com”, which are based on the fundamental concepts of content, community and commerce. We had approximately 58 million pageviews per month as at April 2000. Through our parent company, SPH, and in cooperation with other content providers, we offer a broad range of content, a directory of websites, e-commerce and auction capabilities, and value-added personal services such as free e-mail accounts and a homepage builder. We are dependent on our parent company, SPH, for news content. Prior to 1 March 2000, SPH did not charge us for the news content and neither did we charge SPH for hosting its online newspapers. However, with effect from 1 March 2000, SPH charges us royalty and licensing fees for its English, Malay and Tamil news content while we charge SPH a hosting fee for hosting its online English, Malay and Tamil newspapers on our websites. Our wholly-owned subsidiary Zaobao.com, has a similar arrangement with SPH in respect of its Chinese content with effect from 1 May 2000. The nature of our dealings with SPH is described in greater detail in the “Interested Person Transactions” section of this Prospectus. 19
Our present business model is based on the following revenue streams:- (i) content and other services (a) subscriptions; (b) archive database; and (c) e-commerce/auction; (ii) advertising services and classifieds; and (iii) audiotex services. PROSPECTUS SUMMARY A more detailed discussion of our business model can be found in the “Business – Business Model” section of this Prospectus. For FY1999, content and other services accounted for approximately <strong>42</strong>.3% of our revenue, whilst advertising services and audiotex services accounted for 26.2% and 31.5% of our revenue respectively. For the six months ended 29 February 2000, content and other services accounted for approximately 36.5% of our revenue, whilst advertising services and audiotex services accounted for 24.2% and 39.3% of our revenue respectively. We plan to expand our business horizontally, vertically and geographically. Our expansion plans are set out in detail in the “Business - Expansion Plans” section of this Prospectus. To support our expansion plans, we intend to invest in technology to build comprehensive websites to support mass transaction capabilities and website functionality to provide portal services which users find easy to use and will want to continue using. Horizontally, we intend to expand by broadening the range and depth of service and product offerings at our websites. We plan to integrate vertically by investing in businesses that offer content, technology, distribution capabilities as well as marketing, e-commerce, and cross-promotional opportunities through joint ventures, strategic alliances and investments. In addition, we plan to expand our presence geographically in the region, as well as to build our brand names internationally. To this end, we intend to enter into joint ventures with (i) established local partners in each of the various countries who have strong presence in their own countries and who have a good understanding of the indigenous social and cultural needs as well as consumption pattern in the respective countries, and (ii) partners with the content and/or proven know how and who are ready to penetrate the Asian market. Moving forward, we intend to serve our content, community and commerce products and services not only through the Internet but also through other platforms such as WAP, PDA and broadband networks. We believe our competitive strengths to be the following:- (i) Strong Parentage Our parent company, SPH, is a leading publishing and media group in Southeast Asia with 155 years of publishing experience. SPH has injected $50 million equity monies into our Company to date. SPH, which owns approximately 87.1% (assuming that the Over-Allotment Option is not exercised) of our Company’s post-Invitation issued and paid-up share capital, has given an undertaking not to dispose of or transfer any of its shareholding in our Company for a period of six months after our admission to the Official List of the SGX-ST. SPH currently intends for AsiaOne to remain a subsidiary of SPH in the foreseeable future. 20
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 and 14: The Application List will open at 6
Page 15 and 16: Allocation of New Shares under the
Page 17 and 18: RESULTS OF APPLICATION AND DISTRIBU
Page 19: SELLING RESTRICTIONS DETAILS OF OUR
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
Page 69 and 70: BUSINESS Designed for both consumer
Page 71 and 72:
(ii) Button Ads BUSINESS Small adve
Page 73 and 74:
BUSINESS While the Internet has sti
Page 75 and 76:
Suppliers BUSINESS The suppliers wh
Page 77 and 78:
BUSINESS In addition to the content
Page 79 and 80:
BUSINESS We will be introducing new
Page 81 and 82:
(ii) Message Boards BUSINESS We wil
Page 83 and 84:
MARKETING AND BRANDING STRATEGY BUS
Page 85 and 86:
INTELLECTUAL PROPERTY Our sharehold
Page 87 and 88:
Equipment to support E-commerce Our
Page 89 and 90:
BOARD OF DIRECTORS DIRECTORS, SENIO
Page 91 and 92:
DIRECTORS, SENIOR MANAGEMENT AND ST
Page 93 and 94:
Yuan Zhou, aged 37, is the Vice Pre
Page 95 and 96:
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
Page 107 and 108:
As at the date of this Prospectus,
Page 109 and 110:
(viii) technical and research resou
Page 111 and 112:
(ii) transactions in value equal to
Page 113 and 114:
Entry into of forex, swap and optio
Page 115 and 116:
• 312,500 preference shares of pa
Page 117 and 118:
23 May 2000 The Shareholders SPH As
Page 119 and 120:
FINANCIAL STATEMENTS Profit and Los
Page 121 and 122:
FINANCIAL STATEMENTS Statement of C
Page 123 and 124:
FINANCIAL STATEMENTS Statements of
Page 125 and 126:
FINANCIAL STATEMENTS 2. Basis of pr
Page 127 and 128:
3. Significant accounting policies
Page 129 and 130:
3. Significant accounting policies
Page 131 and 132:
5. Cost of revenue (cont’d) FINAN
Page 133 and 134:
10. Net earnings (loss) per share (
Page 135 and 136:
13. Fixed assets (cont’d) FINANCI
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 and 180:
7.6 In the event that:- APPENDIX B
Page 181 and 182:
APPENDIX B 10. TAKE-OVER AND WINDIN
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
show all

Asiaone 1-42

Create successful ePaper yourself

Delete template?

Save as template?