Asiaone 1-42

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DEFINITIONS In this Prospectus and the accompanying Application Forms, the following definitions apply where the context so admits:- Group companies “AsiaOne” or the “Company” : SPH AsiaOne Ltd “Zaobao.com” : Zaobao.com Ltd Other companies “Asianbourses.com” : Asianbourses.com Pte Ltd “FantasticOne” : FantasticOne (Asia Pacific) Pte Ltd General “Application Forms” : The printed application forms to be used for the purpose of the Invitation and which form part of this Prospectus “Application List” : The list of applications for subscription of the New Shares “AsiaOne IPO website” or : www.asiaone.com/IPO “our IPO website” “ATM” : Automated teller machine of a Participating Bank “ATM Electronic Applications” : Applications for the New Shares made by way of ATMs “Capital Injection” : The injection of $40 million fresh capital by SPH in our Company on 15 March 2000 “CATS” : The Straits Times Classified Ads “CDP” : The Central Depository (Pte) Limited “Citibank” : Citibank, N.A. “Citicorp” : Citicorp Investment Bank (Singapore) Limited “Companies Act” : Companies Act, Chapter 50, of Singapore, as amended, modified or supplemented from time to time “Company” : SPH AsiaOne Ltd. The terms “we”, “our”, “our Company” or “us” have correlative meanings “CPF” : The Central Provident Fund “Directors” : The directors of our Company as at the date of this Prospectus “EGM” : Extraordinary General Meeting “Electronic Applications” : ATM Electronic Applications and applications made through the Internet “Executive Officers” : The executive officers of our Company as at the date of this Prospectus 5
“FY” : Financial year ended or ending 31 August “Group” : SPH AsiaOne Ltd and its subsidiary “IB” : Internet banking through the Internet Banks “IDA” : Infocomm Development Authority of Singapore “IDC” : International Data Corporation “ING Barings” or “Joint : ING Barings South East Asia Ltd, as agent for ING Bank N.V. Placement Agent” “Internet Banks” : Citibank, The Development Bank of Singapore Ltd (“DBS Bank”), Overseas Union Bank Limited (“OUB”) and United Overseas Bank Limited (“UOB”) “Internet IPO Website” : Any one of AsiaOne IPO website, IB websites of the Internet Banks, or Internet trading websites of the Internet Stockbrokers “Internet Offer” or “Internet : The offer of initially 37,000,000 New Shares at the Offering Offer Tranche” Price for applications through the Internet “Internet Offer Tranche : Applications by Qualifying Users for the New Shares Applications” “Internet Stockbrokers” : DMG & Partners Securities Pte Ltd, Fraser Securities Pte Ltd, G.K. Goh Stockbrokers Pte Ltd, J.M. Sassoon Co. (Pte) Ltd, Kay Hian Private Limited, Keppel Securities Pte Ltd, Lim & Tan Securities Pte Ltd, Lum Chang Securities Pte Ltd, OCBC Securities Private Limited, Ong & Company Private Limited, OUB Securities Pte Ltd, Phillip Securities Pte Ltd, UOB Securities Pte Ltd, Vickers Ballas & Co Pte Ltd and UBS Warburg & Associates (Singapore) Pte Ltd “Invitation” : The invitation by our Company to the public to subscribe for the New Shares, subject to and on the terms and conditions of this Prospectus “M1” : MobileOne (Asia) Pte Ltd “Manager”, “Placement Agent”, : Citicorp “Underwriter” DEFINITIONS “Market Day” : A day on which the SGX-ST is open for trading in securities “New Shares” : The new Shares for which our Company invites applications to subscribe for under the Invitation, including the new Shares pursuant to the Over-Allotment Option, subject to and on the terms and conditions of this Prospectus “NSTB” : National Science and Technology Board “NTU” : Nanyang Technological University, Singapore “Offer” : The invitation by our Company to the public in Singapore to subscribe for the Offer Shares at the Offering Price 6
Page 1 and 2: PROSPECTUS DATED 23 MAY 2000 SPH AS
Page 3 and 4: — Customers And Suppliers .......
Page 5: CORPORATE INFORMATION Board of Dire
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 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
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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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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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Asiaone 1-42

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