Asiaone 1-42

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STAFF As at 30 April 2000, our Group had a total of 123 full-time employees, all of whom were located in Singapore. Of these full-time employees, 32 were involved in the provision of content and other services, 13 in e-commerce activities, 13 in product marketing, 15 in advertising sales, 12 in audiotex services, 27 in technical and business support, and the remaining 11 were management, administrative and support services staff. We have not experienced any significant seasonal fluctuations in the number of employees. Relations between the management and the staff are good and there has not been any industrial disputes between our Group and our employees. SHARE OPTION SCHEMES DIRECTORS, SENIOR MANAGEMENT AND STAFF AsiaOne Pre-IPO Share Option Scheme On 1 March 2000 (“Adoption Date”), we adopted a share option scheme (the “AsiaOne Pre-IPO Share Option Scheme”), the terms of which are set out in Appendix B of this Prospectus. Eligibility. Full time employees (including executive directors) and non-executive directors within our Group shall be eligible to participate in our AsiaOne Pre-IPO Share Option Scheme at the absolute discretion of the Pre-IPO Share Option Committee. Such employees who are eligible and selected by the Share Option Committee to participate in our AsiaOne Pre-IPO Share Option Scheme shall not, except with the prior approval of the Pre-IPO Share Option Committee, be eligible to participate in any other share option or share incentive schemes implemented by us, our subsidiaries or our parent company. The aggregate number of Shares which may be offered by way of grant of options (“Pre-IPO Options”) to non-executive directors under the AsiaOne Pre-IPO Share Option Scheme shall not exceed 5% of the total number of Shares available under the AsiaOne Pre-IPO Share Option Scheme. Except as aforesaid, there shall be no restriction on the eligibility of any such employee of ours to participate in any share option or share incentive scheme implemented by any other companies outside our Group. Objectives and Rationale. The AsiaOne Pre-IPO Share Option Scheme is a share incentive scheme. This scheme was adopted on the basis that it is important to retain staff whose contributions are essential to the well-being and prosperity of our Group and to give recognition to outstanding employees and executive and non-executive directors of our Group who have contributed to the growth of our Group. The scheme will give participants an opportunity to have a personal equity interest in our Company and will help to achieve the following objectives:- (i) the incentive to the participants to work towards the floatation of our Company; (ii) the motivation of the participant to optimise his performance standards and efficiency and to maintain a high level of contribution to our Group; (iii) the retention of key employees and executive and non-executive directors of our Group whose contributions are essential to the long-term growth and profitability of our Group; (iv) to instil loyalty to, and a stronger identification by employees with the long-term prosperity of, our Company; (v) to attract potential employees with relevant skills to contribute to our Group and to create value for the shareholders of our Company; (vi) to align the interests of employees with the interests of the shareholders of our Company; and (vii) to give recognition to the contributions made or to be made by non-executive directors to the success of our Group. 97
DIRECTORS, SENIOR MANAGEMENT AND STAFF The AsiaOne Pre-IPO Share Option Scheme recognises and benefits not only persons who are in the direct employment of our Group but also persons who are not employed but nevertheless work closely with our Group and/or are in the position to contribute their experience, knowledge and expertise to the development and success of our Group. Although our non-executive directors are not involved in the day to day running of our Group, they play an invaluable role in our success through the contribution of their experience and expertise to our Board of Directors for the benefit of our Group. The extension of the scheme to allow participation by our non-executive directors helps ensure that we are able to continue to attract individuals with the calibre and capability to sit on our Board of Directors as non-executive directors, which will further enhance the growth and long term direction of our Group. Exercise Price. The exercise price to be paid for each Share on exercise of a Pre-IPO Option shall be the price determined by the Pre-IPO Share Option Committee in its absolute discretion to be the fair market value (the “Fair Market Value”) of each Share as at the date of grant of the Pre-IPO Option (the “Date of Grant”). In determining the Fair Market Value for this purpose, the Pre-IPO Share Option Committee shall be at liberty to take into consideration such criteria as the Pre-IPO Share Option Committee may in its absolute discretion, deem appropriate, including (but not limited to) any valuation of the Shares obtained from an independent merchant bank. The rules of the AsiaOne Pre-IPO Share Option Scheme do not provide for the granting of Pre-IPO Options at exercise prices at a discount to the Fair Market Value of our Shares. The exercise price of each of the Pre- IPO Options granted prior to the date of this Prospectus of $0.30 is 50% lower than the Offering Price. The exercise price was determined by the Pre-IPO Share Option Committee as the Fair Market Value of each Share on the Dates of Grant, taking into consideration market comparables, the volatility in the stock markets and the fact that AsiaOne was an unlisted company. There is no listed company that is exactly similar to AsiaOne in terms of composition of business activities, scale of operations, geographical spread of activities, track record and future prospect. For purposes of benchmarking, the Pre-IPO Share Option Committee has taken into consideration the market valuation of companies such as Yahoo!, Lycos, New York Times, Ebay and Chinadotcom on the Dates of Grant. The Pre-IPO Share Option Committee has also considered the fact that the prices of shares, particularly the prices of Internet stocks, listed on major stock exchanges, including NASDAQ National Markets, have been volatile in the month prior to the Dates of Grant. The determination of the exercise price of the Pre-IPO Options was based largely on the subjective judgement of the Pre-IPO Share Option Committee, taking into account the above factors (in particular market volatility), and the need to meet the fundamental objective of the Pre-IPO Options, which is to motivate and incentivise our employees to work towards the success of our Company. We are involved in an intensely competitive and rapidly evolving industry and have to compete against Internet companies throughout Asia for skilled employees. Our ability to attract and retain skilled employees is critical to our success. Share options have been an essential part of our strategy for recruiting and retaining skilled employees. 98
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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
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THE INVITATION PROSPECTUS SUMMARY S
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An investment in our Shares involve
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We have a short operating history R
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RISK FACTORS We depend on a reliabl
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E-commerce operations RISK FACTORS
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RISKS RELATING TO THE SHARES RISK F
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USE OF PROCEEDS The net proceeds fr
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SELECTED FINANCIAL DATA You should
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ANALYSIS OF FINANCIAL CONDITION AND
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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
Page 91 and 92: DIRECTORS, SENIOR MANAGEMENT AND ST
Page 93 and 94: Yuan Zhou, aged 37, is the Vice Pre
Page 97: DIRECTORS, SENIOR MANAGEMENT AND ST
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
Page 125 and 126: FINANCIAL STATEMENTS 2. Basis of pr
Page 127 and 128: 3. Significant accounting policies
Page 129 and 130: 3. Significant accounting policies
Page 131 and 132: 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
Page 139 and 140: FINANCIAL STATEMENTS 17. Significan
Page 141 and 142: 21. Subsequent events (cont’d) (e
Page 143 and 144: GENERAL AND STATUTORY INFORMATION I
Page 145 and 146: GENERAL AND STATUTORY INFORMATION 1
Page 147 and 148: 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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Asiaone 1-42

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