Asiaone 1-42

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SHARE CAPITAL Issued and paid-up share capital based on the balance sheet of our Group as at 29 February 2000, and adjusting for the Capital Injection and the Share Split (as set out in the “General Information on Our Group – Share Capital” section of this Prospectus):- (a) based on the pre-floatation share capital of 1,000,000,000 Shares $50,000,000 (b) based on the adjusted pre-floatation share capital of 1,071,820,000 Shares, assuming the 71,820,000 Pre-IPO Option granted prior to our Invitation (details of which are set out in the “Directors, Senior Management and Staff – Share Option Schemes” section of this Prospectus) were granted and were fully exercised on 31 August 1999 $53,591,000 (c) based on the post-floatation enlarged share capital of 1,219,820,000 Shares, assuming the Over-Allotment Option is not exercised and the 71,820,000 Pre-IPO Options were granted and were fully exercised on 31 August 1999 $60,991,000 NET TANGIBLE ASSETS The net tangible assets per Share based on the balance sheet of the Group as at 29 February 2000 and after adjusting for the Capital Injection and the Share Split (as set out in the “General Information on Our Group – Share Capital” section of this Prospectus):- (a) based on the pre-floatation share capital of 1,000,000,000 Shares 4.77 cents (b) based on the pre-floatation share capital of 1,071,820,000 Shares, assuming the 71,820,000 Pre-IPO Options granted prior to our Invitation were granted and were fully exercised on 31 August 1999 6.46 cents (c) after adjusting for the estimated net proceeds of the Invitation and based on the post-floatation enlarged share capital of 1,219,820,000 Shares, assuming the Over-Allotment Option is not exercised, and the 71,820,000 Pre-IPO Options granted prior to our Invitation were granted and were fully exercised on 31 August 1999 12.70 cents LOSS PER SHARE Proforma loss per Share of the Group for FY1999 based on the pre-floatation share capital of 1,000,000,000 Shares, assuming that the Capital Injection and the Share Spilt had been effected on 31 August 1999 0.05 cents Proforma loss per Share of the Group for FY1999 based on the pre-floatation share capital of 1,071,820,000 Shares, assuming that the Capital Injection and the Share Spilt had been effected on 31 August 1999, and the 71,820,000 Pre-IPO Options granted prior to our Invitation were granted and were fully exercised on 31 August 1999 0.05 cents NET OPERATING CASH FLOW FINANCIAL STATISTICS Proforma net cash flow per Share used in operating activities of the Group for FY1999 based on the pre-floatation share capital of 1,000,000,000 Shares, assuming that the Capital Injection and the Share Split had been effected on 31 August 1999 0.13 cents Proforma net cash flow per Share used in operating activities of the Group for FY1999 based on the pre-floatation share capital of 1,071,820,000 Shares, assuming that the Capital Injection and the Share Split had been effected on 31 August 1999, and the 71,820,000 Pre-IPO Options granted prior to our Invitation were granted and were fully exercised on 31 August 1999 0.12 cents 23
An investment in our Shares involves a high degree of risk. You should carefully consider and evaluate the following information about these risks and all other information contained in this Prospectus before deciding to invest in our Shares. If any of the following risks and uncertainties develop into actual events, they would have a material adverse effect on our business and financial condition. In such cases, the trading price of our Shares could decline due to any of these considerations and uncertainties, and you may lose all or part of your investment in our Shares. RISKS RELATING TO OUR COMPANY RISK FACTORS We rely substantially on SPH to provide content and create traffic We rely substantially on SPH to provide content (classified listings inclusive) and create traffic in order to make our portal more attractive to advertisers and consumers. The arrangement is through Hosting Agreements and Licence Agreements, details of which can be found under the “Interested Person Transactions” section below. The agreements are non-exclusive and SPH may offer content through other portals whether owned by it or third parties. SPH may also raise the fee that they charge for their content to the extent that it becomes uneconomical for us to continue to license content from them. The availability of SPH content on other portals or Internet platforms, or the loss of access to SPH content, could adversely affect our business. Further, our profitability could also be affected by increase in the cost of content. We may not be able to rely on operating and financial resources provided by the SPH Group The SPH Group only recently reorganised its operations to establish the Company as a stand-alone company. Prior to that, as mentioned in the “Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” section of this Prospectus, we relied on the SPH Group for substantially all of our resources and funding of expenses. Our need to acquire the necessary skills, staff and systems to operate as an independent public company is likely to substantially increase our operating expenses and occupy our senior management’s time. The financial information set out in the “Financial Statements” section of this Prospectus do not necessarily reflect our financial condition as though we had been a stand-alone entity throughout the relevant periods. Our future operating results and ability to meet our growth objectives will be substantially affected by how quickly we can operate as an independent public company and our ability to secure external financing when required. It is possible that our business and financial condition will be materially and adversely affected as a result of our inability to rely upon the financial support of the SPH Group in the future. While we will remain a subsidiary of SPH, we will have to comply with the rules and regulations of the SGX-ST once our shares are listed on the Official List of the SGX-ST and this may limit our ability to rely on the SPH Group as a source of capital in the future. The interests of SPH, our controlling shareholder, may be in conflict with our interests Immediately after the Invitation, SPH will control approximately 87.1% (assuming that the Over- Allotment Option is not exercised) of our outstanding share capital. SPH has undertaken not to compete with us or to license their content to any third party to allow such third party to compete with us by engaging in e-commerce development and content development in specified activities until 31 August 2001, subject to certain conditions as detailed in the “Interested Person Transactions” section of this Prospectus. In the future, SPH may be a competitor in some or all of our areas of business, as set out in greater details under the “Potential Conflicts of Interest” section of this Prospectus. SPH will, for the foreseeable future, exercise substantial influence over our operations and business strategy. In the event that there is a divergence of our strategic and other interests from those of SPH in the future, there can be no assurance that SPH will use its influence over our affairs in ways which would be in our best interests. 24
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 and 20: SELLING RESTRICTIONS DETAILS OF OUR
Page 21 and 22: Our present business model is based
Page 23: THE INVITATION PROSPECTUS SUMMARY S
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
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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
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GENERAL AND STATUTORY INFORMATION (
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CONSENTS GENERAL AND STATUTORY INFO
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APPENDIX A 4. A person who has agre
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APPENDIX A 15. Investors may subscr
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APPENDIX A ADDITIONAL TERMS AND CON
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APPENDIX A (3) tick the appropriate
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APPENDIX A An Applicant must ensure
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APPENDIX A 9. The Applicant must ha
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APPENDIX A (d) in respect of the Ne
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APPENDIX A (d) This application is
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APPENDIX B RULES OF THE ASIAONE PRE
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3. ELIGIBILITY OF PARTICIPANTS APPE
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7. RIGHTS TO EXERCISE OPTIONS APPEN
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7.6 In the event that:- APPENDIX B
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APPENDIX B 10. TAKE-OVER AND WINDIN
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APPENDIX B 10.6 If in connection wi
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APPENDIX B 18.2 Save for the taxes
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To: SPH AsiaOne Ltd, News Centre, 8
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APPENDIX B ASIAONE PRE-IPO SHARE OP
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APPENDIX C RULES OF THE ASIAONE (20
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APPENDIX C “Parent Group” The P
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APPENDIX C 4.2 The number of Shares
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APPENDIX C (c) any other event appr
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APPENDIX C 9.3 Shares which are all
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14. MODIFICATIONS TO THE SCHEME APP
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APPENDIX C (c) (i) the names of, an
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APPENDIX C Vesting Schedule Subject
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Please print in block letters Name
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Please print in block letters Name
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Asiaone 1-42

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