Asiaone 1-42

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