Asiaone 1-42

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GENERAL INFORMATION ON OUR GROUP Liquidation or Other Return of Capital If our Company is liquidated or in the event of any other return of capital, holders of our ordinary shares will be entitled to participate in any surplus assets in proportion to their shareholdings, subject to any special rights attaching to any other class of shares then existing. Indemnity As permitted by Singapore law, our Articles of Association provide that, subject to the Companies Act, we will indemnify our Board of Directors and officers against any liability incurred in defending any proceedings, whether civil or criminal, which relate to anything done or omitted to have been done as an officer, director or employee. We may not indemnify directors and officers against any liability which by law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to our Company. Limitations on Rights to Hold or Vote Ordinary Shares Except as described in “Voting Rights’’ and “Takeovers’’ above, there are no limitations imposed by Singapore law or by our Articles of Association on the rights of non-resident shareholders to hold or vote our ordinary shares. Minority Rights The rights of minority shareholders of Singapore-incorporated companies are protected under Section 216 of the Companies Act, which gives the Singapore courts a general power to make any order, upon application by any shareholder, as they think fit to remedy any of the following situations: • our affairs are being conducted or the powers of our Board of Directors are being exercised in a manner oppressive to, or in disregard of the interests of, one or more of our shareholders; or • we take an action, or threaten to take an action, or our shareholders pass a resolution, or threaten to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or more of our shareholders, including the applicant. Singapore courts have wide discretion as to the reliefs they may grant and those reliefs are in no way limited to those listed in the Companies Act itself. Without prejudice to the foregoing, Singapore courts may: • direct or prohibit any act or cancel or vary any transaction or resolution; • regulate our affairs in the future; • authorise civil proceedings to be brought in the name of, or on behalf of, our Company by a person or persons and on such terms as the court may direct; • provide for the purchase of a minority shareholder’s shares by our other shareholders or by our Company and, in the case of a purchase of shares by us, a corresponding reduction of our share capital; • provide that our Memorandum and Articles of Association be amended; or • provide that our Company be wound up. 49
SHAREHOLDERS GENERAL INFORMATION ON OUR GROUP Our shareholders and their respective shareholdings immediately before and immediately after the Invitation (assuming the Over-Allotment Option is not exercised) are set out below:- Before the Invitation After the Invitation Number of Shares % Number of Shares % SPH 1,000,000,000 100.0 1,000,000,000 87.1 Public — — 148,000,000 12.9 1,000,000,000 100.0 1,148,000,000 100.0 SPH is a leading publishing and media group in Southeast Asia with 155 years of publishing experience. SPH currently publishes fourteen newspapers and six magazines in four languages – English, Chinese, Malay and Tamil. It is one of Asia’s largest and most profitable media companies. SPH is listed on the Main Board of SGX-ST with a market capitalisation of approximately $12 billion as at 30 April 2000. SPH is a component stock in the Straits Times Index as well as the Morgan Stanley Capital International Singapore Free Index. To the best of our knowledge and belief, as at the date of this Prospectus, we are not aware of any arrangements the operation of which may at a subsequent date result in a change in control of our Company. MORATORIUM SPH, which owns 1,000,000,000 Shares, representing approximately 87.1% (assuming the Over- Allotment Option is not exercised) of our Company’s post-Invitation issued and paid-up share capital, does not intend to dispose of or transfer any of its shareholding in our Company for a period of six months commencing from the date of admission of our Company to the Official List of the SGX-ST. In addition, SPH currently intends for AsiaOne to remain a subsidiary of SPH in the foreseeable future. DILUTION Our net tangible book value as at 29 February 2000, adjusted for the Capital Injection and Share Split, was approximately $47.74 million, or $0.05 per Share. Net tangible book value per Share was determined by dividing the net tangible book value (total tangible assets less total liabilities) as at 29 February 2000 (adjusted for the Capital Injection) by the number of outstanding Shares as at that date (adjusted for the Share Split). Based on the issuance by us of 148,000,000 New Shares in the Invitation (assuming the Over- Allotment Option is not exercised) at an initial public offering price of $0.60 per New Share, after deducting the estimated issue expenses, our net tangible book value as at 29 February 2000 would have been $0.12 per Share. This represents an immediate increase in net tangible book value of $0.07 per Share to our existing shareholder and an immediate dilution in net tangible book value of $0.48 per Share to new public investors. 50
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 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: GENERAL INFORMATION ON OUR GROUP Ex
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 101 and 102:
DIRECTORS, SENIOR MANAGEMENT AND ST
Page 103 and 104:
DIRECTORS, SENIOR MANAGEMENT AND ST
Page 105 and 106:
The Licence Agreement may be termin
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As at the date of this Prospectus,
Page 109 and 110:
(viii) technical and research resou
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(ii) transactions in value equal to
Page 113 and 114:
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
Page 127 and 128:
3. Significant accounting policies
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3. Significant accounting policies
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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
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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
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
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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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