Asiaone 1-42

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BUSINESS HAS is part of HealthAnswers Asia Pte Ltd (“HAA”), the Asian arm of HealthAnswers International, which is owned by HealthAnswers Inc. HealthAnswers.com.sg belongs to the HealthAnswers.com family of online resources which offers consumers and healthcare professionals timely, credible and diverse health information. HAA provides a wide range of services in the “e-health” industry, covering the areas of health info-communications, professional solutions and health management. Strategic Alliance – IBM We signed a non-binding Memorandum of Understanding with IBM Singapore Pte Ltd on 21 March 2000 to create a strategic alliance in the areas of implementation/deployment of hosted services for e-commerce. The alliance proposes to provide one-stop e-business solutions and offerings to customers by complementing each party’s products and services. The alliance aims to enhance customer satisfaction by providing total solutions utilising both parties’ core competencies and services. It plans to engage in joint marketing activities to increase e-business awareness and adoption in the B2B market, particularly with small and medium businesses. CUSTOMERS AND SUPPLIERS Customers Our customers are the registered users at AsiaOne.com and Zaobao.com, the advertisers who advertise on our websites, the merchants who set up stores at our online shopping mall, the sellers at our Auction AsiaOne website and purchasers of our online products and services. There are no major customers among our registered users, as they are primarily individuals, or sellers at our auction website, as they are largely individuals and small businesses. The following purchasers of our online products and services accounted for 5% or more of our revenue in the last three financial years:- Customers Type of Products/ Services FY1997 FY1998 FY1999 Reuters Limited Access to our database of SPH’s online newspapers 7.1% 9.6% 9.6% Financial Times Access to our database of Electronics Publishing SPH’s online newspapers — — 5.2% Reuters Limited is an international provider of information and news products including real-time financial data, collective investment data, numerical, textual, historical, and global databases, as well as news, graphics, video and pictures. Financial Times Electronics Publishing is part of the information division of Pearson plc, an international media group. It provides specialist financial and business information to the asset management, investment research and general business information markets around the world. None of our advertisers or online merchants accounted for 5% or more of our revenue in the last three financial years. 73
Suppliers BUSINESS The suppliers who accounted for 5% or more of our total purchases and the percentage contribution of such supplier towards our total purchases for each of the past three years are as follows:- Suppliers Type of Purchase FY1997 FY1998 FY1999 Open Market, Inc Order management system to support our e-commerce platform — 13.6% 10.6% Oracle Systems SEA (S) IT solutions 9.0% — — Pte Ltd Tien Wah Press Pte Ltd Printing services — 5.6% — Open Market, Inc provides a complete, open and integrated set of e-business applications for managing online content, commerce and customer relationships for businesses worldwide built on open industrystandard platforms. We bought the Transact, Open Market’s order management system, for our ecommerce business. The Transact provides complete order management, online customer service, security, authentication, record-keeping, flexible purchasing and payment models and secured transaction processing. Oracle Systems SEA (S) Pte Ltd is part of Oracle Corp, one of the world’s leading supplier of software for information management. Oracle provided secured database solutions and professional services for software solutions and support to us. Tien Wah Press Pte Ltd printed the publication, “Singapore Career Guide”, for the past three years. We are dependent on our parent company, SPH, the publisher for all the national newspapers in Singapore, for news content. Prior to 1 March 2000, SPH did not charge us for the news content and neither did we charge SPH for hosting its online newspapers. However, with effect from 1 March 2000, SPH charges us royalty and licensing fees for its English, Malay and Tamil news content while we charge SPH a hosting fee for hosting its online English, Malay and Tamil newspapers on our websites. Our wholly-owned subsidiary Zaobao.com, has a similar arrangement with SPH in respect of its Chinese content with effect from 1 May 2000. The nature of our dealings with SPH is described in greater detail in the “Interested Party Transactions” section of this Prospectus. The royalty and licensing fees payable to SPH may become a significant purchase cost to us in the future. COMPETITION The Internet market is evolving very rapidly and barriers to entry are low, enabling newcomers to launch new sites and products at relatively fast speeds using low cost commercially available software. Competition among Internet sites is very keen and the intensity is expected to increase significantly in the future. We expect our competitors to continuously improve the performance of their current products and services or to bring onto the market new products, services and technologies. 74
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PROSPECTUS DATED 23 MAY 2000 SPH AS
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— Customers And Suppliers .......
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CORPORATE INFORMATION Board of Dire
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“FY” : Financial year ended or
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“Reserved Tranche” : The offer
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GLOSSARY OF TECHNICAL TERMS “onli
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The Application List will open at 6
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Allocation of New Shares under the
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RESULTS OF APPLICATION AND DISTRIBU
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SELLING RESTRICTIONS DETAILS OF OUR
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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
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: BUSINESS While the Internet has sti
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 105 and 106: The Licence Agreement may be termin
Page 107 and 108: As at the date of this Prospectus,
Page 109 and 110: (viii) technical and research resou
Page 111 and 112: (ii) transactions in value equal to
Page 113 and 114: Entry into of forex, swap and optio
Page 115 and 116: • 312,500 preference shares of pa
Page 117 and 118: 23 May 2000 The Shareholders SPH As
Page 119 and 120: FINANCIAL STATEMENTS Profit and Los
Page 121 and 122: FINANCIAL STATEMENTS Statement of C
Page 123 and 124: 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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