IMPORTANT If you are in any doubt about this prospectus, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser. STAREASTnet.com Corporation (Incorporated in the Cayman Islands with limited liability) * LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED PLACING AND PUBLIC OFFER Number of Offer Shares: 170,000,000 (subject to Over-allotment Option) Comprising: Number of Placing Shares: 153,000,000 (subject to reallocation) Number of Public Offer Shares: 17,000,000 (subject to reallocation) Offer Price: HK$1.18 per Share Nominal Value: HK$0.10 each Stock Code: 8010 Global Coordinator and Bookrunner BNP PRIME PEREGRINE Joint Sponsors and Lead Managers BNP PRIME PEREGRINE Co-Lead Managers CLSA Emerging Markets CU Securities Limited Co-Managers Celestial Capital Limited Nomura International (Hong Kong) Limited NSC Securities (Asia) Limited The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus. A copy of this prospectus, having attached thereto the documents specified in the paragraph headed “Documents delivered to the Registrar of Companies” in Appendix IV, has been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). A copy of this prospectus has also been lodged with the Registrar of Companies and Businesses in Singapore as an information memorandum for the purposes of Section 106D of the Companies Act, Chapter 50 of Singapore. The Securities and Futures Commission of Hong Kong, the Registrar of Companies in Hong Kong and the Registrar of Companies and Businesses in Singapore take no responsibility as to the contents of this prospectus or any of the other documents referred to above. 23rd May, 2000 * For identification purpose only CHARACTERISTICS OF GEM GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM. The principal means of information dissemination on GEM is publication on the GEM Website. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM Website in order to obtain up-to-date information on GEM-listed issuers. – i – EXPECTED TIMETABLE 2000 Application lists open (Note 1) ........................................................................ 11:45 a.m. on Friday, 26th May Latest time for lodging WHITE and YELLOW application forms .......................................................................................... 12:00 noon on Friday, 26th May Application lists close...................................................................................... 12:00 noon on Friday, 26th May Announcement of the level of indication of interest in the Placing, results of applications under the Public Offer and basis of allotment of the Public Offer Shares to be published on the GEM Website and in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) on or before .................................. Tuesday, 30th May Despatch of share certificates and refund cheques in respect of wholly or partially unsuccessful applications on or before (Note 2) ......................................... Tuesday, 30th May Dealings in Shares on GEM to commence on ..................................................................... Thursday, 1st June Notes: (1) If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Friday, 26th May, 2000, the application lists will not open on that day. Further information is set out in the paragraph headed “Effect of bad weather on the opening of the application lists” in the section headed “How to apply for the Public Offer Shares”. (2) Applicants for 1,000,000 Public Offer Shares or more who have indicated in their application forms that they wish to collect refund cheques and (where relevant) share certificates personally from the Company’s share registrar may collect refund cheques and (where relevant) share certificates personally from the Company’s branch share registrar in Hong Kong, Central Registration Hong Kong Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong from 1:00 p.m. to 4:00 p.m. on Tuesday, 30th May, 2000. Applicants being individuals who opt for personal collection must not authorise any other person to make their collection on their behalf. An applicant being a corporation who opts for personal collection must attend by its authorised representative bearing a letter of authorisation from its corporation stamped with the corporation chop. Both individuals and authorised representatives (if applicable) must produce at the time of collection evidence of identity acceptable to Central Registration Hong Kong Limited. Uncollected share certificates and refund cheques will be despatched by ordinary post at the applicants’ own risk to the addresses specified in the relevant application forms. Further information is set out in the section headed “How to apply for the Public Offer Shares”. (3) All times refer to Hong Kong local time, except as otherwise stated. Details of the Share Offer, including its conditions are set out in the section headed “Structure of the Share Offer”. – ii – CONTENTS You should rely only on the information contained in this prospectus and the application forms to make your investment decision. The Company has not authorised any person to provide you with information that is different from what is contained in this prospectus. Any information or representation not made in this prospectus must not be relied on by you as having been authorised by the Company, the Sponsors, the Lead Managers, the Underwriters, any of their respective directors or any other person or party involved in the Share Offer. Page Summary ...................................................................................................................................................... 1 Definitions .................................................................................................................................................... 10 Glossary ........................................................................................................................................................ 17 Risk Factors ................................................................................................................................................. 20 Waivers in respect of the GEM Listing Rules and Companies Ordinance .................................... 40 Information about this Prospectus and the Share Offer.................................................................... 47 Directors and Parties Involved in the Share Offer ............................................................................. 51 Corporate Information .............................................................................................................................. 56 Industry Overview ...................................................................................................................................... 57 Business Corporate Overview .......................................................................................................................... 72 The Star East Opportunity ............................................................................................................... 74 The Star East Solution ...................................................................................................................... 75 The Group’s Strategy ........................................................................................................................ 76 The Group’s Products and Services ................................................................................................ 78 Marketing and Brand Awareness ..................................................................................................... 92 Member Service and Support .......................................................................................................... 92 Strategic Alliances ...........................................................................................................................