Asiaone 1-42

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To: [Name] [Designation] [Address] Dear Sir/Madam, APPENDIX C THE ASIAONE (2000) POST-IPO SHARE OPTION SCHEME LETTER OF OFFER 203 Serial No: Date: Private and Confidential SCHEDULE A 1. We have the pleasure of informing you that, pursuant to the AsiaOne (2000) Post-IPO Share Option Scheme (the “Scheme”), you have been nominated to participate in the Scheme as a [insert eligibility of participant] by the Committee (the “Committee”) appointed by the Board of Directors of SPH AsiaOne Ltd (the “Company”) to administer the Scheme. Terms as defined in the Scheme shall have the same meaning when used in this letter. 2. Accordingly, in consideration of the payment of a sum of $1.00, an offer is hereby made to grant you an option (the “Option”), to subscribe for and be allotted Shares at the price of $ for each Share. 3. The Option shall be exercisable at the relevant times and in respect of that number of Shares specified, as set out in the Vesting Schedule attached to this letter. 4. The Option is personal to you and shall not be transferred, charged, pledged, assigned or otherwise disposed of by you, in whole or in part, except with the prior approval of the Committee. 5. The Option shall be subject to the terms of the Scheme, a copy of which is available for inspection at the business address of the Company. 6. If you wish to accept the offer of the Option on the terms of this letter, please sign and return the enclosed Acceptance Form with a sum of $1.00 not later than 5.00 p.m. on , failing which this offer will lapse. Yours faithfully,
APPENDIX C Vesting Schedule Subject to the Scheme and to the terms of the letter of offer dated , the Option may normally be exercised, during the Exercise Period, at the following times and in the following manner:- Vesting Schedule Percentage of Shares over which an Option is exercisable On the first anniversary of the Date of Grant 30% On the second anniversary of the Date of Grant 30% On the third anniversary of the Date of Grant 40% In relation to the Option, if the Participant, during any of the periods specified above, exercises that Option for such number of Shares which in aggregate represents less than the number of Shares for which the Participant may exercise in respect of such period, the balance of the Shares comprised in that Option for which the Participant could have exercised (but did not exercise) in that period shall be carried forward and added to the number of Shares (but shall not be taken into account in determining the number of Shares) which the Participant may exercise in the next succeeding period. 204
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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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10. Net earnings (loss) per share (
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13. Fixed assets (cont’d) FINANCI
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14. Trade creditors FINANCIAL STATE
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FINANCIAL STATEMENTS 17. Significan
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21. Subsequent events (cont’d) (e
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GENERAL AND STATUTORY INFORMATION I
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GENERAL AND STATUTORY INFORMATION 1
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Article 66 GENERAL AND STATUTORY IN
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Article 76 GENERAL AND STATUTORY IN
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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: APPENDIX C (c) (i) the names of, an
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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