Asiaone 1-42

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.
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