Asiaone 1-42

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E-commerce may be subject to seasonal and cyclical patterns User traffic levels on the Internet, which affect e-commerce, will be affected by the June and yearend vacation and holiday periods. Also, sales of consumer goods will typically increase during the fourth calendar quarter as a result of the holiday season and may decline during other periods. Such phenomena are likely to introduce a seasonal element to our turnover, which could have a material adverse effect on our liquidity and financial condition. ECONOMIC RISKS The economic climate in Asia RISK FACTORS Since 1997, many countries in Asia have experienced significant economic downturns and related difficulties. Many Asian governments and companies experienced difficulties servicing foreign currency denominated debt and many corporate borrowers defaulted on their debt payments due to the decline in the value of the region’s currencies. As the economic crisis spread across the Asian region, governments raised interest rates to defend their weakening currencies, which adversely affected domestic growth rates. In addition, liquidity was substantially reduced as foreign investors curtailed investments in the region and domestic banks restricted additional lending activity. The cumulative effects of currency fluctuations, higher interest rates and other factors have materially and adversely affected the economies of many countries in Asia. Estimated real GDP growth for many countries comprising our potential advertising territory decreased. Economic downturns in countries throughout Asia may have material adverse effect on our business and financial condition. The economic crisis and its effect on the Asian economies described above has had and may continue to have an adverse impact on our business in the following respects: • spending levels by both Asian and non-Asian companies for advertising in the Asian markets may be substantially reduced; • our ability to access lines of credit or other financing may be restricted; and • e-commerce revenues may be adversely affected by falling levels of consumer spending and lower access to consumer credit, including credit cards. A change in currency exchange rates could increase costs relative to revenues of the Group Historically, substantially all our revenues, expenses and liabilities have been denominated in Singapore dollars. In the future, we may conduct business in additional jurisdictions which could generate revenues, expenses and liabilities in other currencies. As a result, we will be subject to the effects of exchange rate fluctuations with respect to any of such currencies. We have not entered into agreements or purchased instruments to hedge our exchange rate risks although we may do so in the future. 31
RISKS RELATING TO THE SHARES RISK FACTORS An active trading market for our Shares may not develop and the trading price for our Shares may fluctuate significantly Prior to the Invitation, there has been no public market for any of our Shares. The Offering Price for our Shares will be determined by negotiation between the Company and the Underwriter. This price may not be indicative of the price at which Shares will trade following the completion of the Invitation. There can be no guarantee that an active trading market for Shares will develop, or, if it does develop, that it will be sustained following the completion of the Invitation, or that the market price of the Shares will not decline below the Offering Price. The trading price of our Shares could also be subject to significant volatility in response to, among other factors: • investor perceptions of us and our plans for portal and e-commerce business; • announcements by us of significant acquisitions, partnerships, joint ventures or capital commitments; • developments in the Internet industry and, in particular, e-commerce; • variations in the operating results of, or our relationship with, the SPH Group; • announcements of new products or services; • changes in financial estimates by securities analysts; • technological innovations; • changes in pricing made by us, our competitors or providers of alternative services; • changes in share prices of other Internet sector companies; • the depth and liquidity of the market for our Shares; and • general economic and other factors. In addition, the trading price of our Shares could also be affected by the prices of shares listed on other major stock exchanges including NASDAQ National Markets, particularly the prices of Internet stocks. Should the prices of Internet stocks listed on other major stock exchanges, including NASDAQ National Markets fall, the market for Internet shares in Singapore could be affected and the market price of our Shares may fall. 32
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 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: E-commerce operations RISK FACTORS
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
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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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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
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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
Page 209:
Please print in block letters Name
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