For personal use only Dedicated to healing.
For personal use only Powered by Innovation.
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Asian American
Medical Group Limited
(formerly known as Asian Centre for Liver Diseases and Transplantation Limited)
ABN NUMBER 42 091 559 125
Annual report for the year ended
31 August 2013
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CONTENTS
5
6
8
10
12
15
18
21
24
Corporate directory
Chairman’s message
Executive Director’s message
A New Brand, A New Journey
Profi le of Board of directors
Profi le of Doctors and Key
Management
Financial review
Patient’s testimonial – Jimmy Yeow
Corporate governance statement
30 Directors’ report
39
Auditor’s Independence
Declaration
41
Consolidated statement of
profi t or loss and other
comprehensive income
42
Consolidated statement of
fi nancial position
43
Consolidated statement of
changes in equity
44
Consolidated statement of cash
fl ows
45 Notes to the fi nancial statements
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79
82
Directors’ declaration
Independent auditor’s report
Shareholder Information
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CORPORATE DIRECTORY
DIRECTORS
Dato’ Dr Kai Chah Tan (Executive Chairman)
Ms Pamela Anne Jenkins (Executive Director)
Mr Wing Kwan Teh (Non-Executive Director)
Mr Evgeny Tugolukov (Non-Executive Director)
Mr Heng Boo Fong (Independent Non-Executive Director)
Mr Paul Vui Yung Lee (Independent Non-Executive Director)
Ms Jeslyn Jacques Wee Kian Leong (Independent Non-Executive Director)
COMPANY SECRETARY
Dario Nazzari
REGISTERED OFFICE
25 Peel Street
Adelaide SA 5000
Tel: +61 8 8110 0999
Fax: +61 8 8110 0900
Website: www.aamg.co
AUDITORS
Grant Thornton Audit Pty Ltd
Level 1, 67 Greenhill Road
Wayville SA 5034
Tel: +61 8 8372 6666
Fax: +61 8 8372 6677
BANKER
Westpac Banking Corporation
447 Bourke Street
Melbourne VIC 3000
SHARE REGISTRY
Computershare Investor Services Pty Ltd
Level 5, 115 Grenfell Street
Adelaide SA 5000
Tel: +61 8 8236 2300
Fax: +61 8 9473 2408
STOCK EXCHANGE LISTING
The Company’s shares are quoted on the Offi cial List of the Australian
Securities Exchange Limited.
ASX Code : AJJ
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Dato’ Dr Kai Chah Tan
D.P.M.P., MBBS(MAL), FRCS(EDIN)
Executive Chairman and Surgeon,
Hepatobiliary / Transplant
Dear Shareholders,
The fi scal year ended 31 August 2013
(“FY2013”) is the fi rst year that we will be
reporting under the new name and brand
identity of Asian American Medical Group
Limited (“AAMG”). It has been a challenging
year for AAMG in view of the operating
environment, but it has also been a year of
immense strategic signifi cance.
The rising costs of healthcare – rentals, staff
costs and the overall dollar value of many
third-party ancillary services – are starting to
aff ect Singapore’s positioning as a medical
hub. This is a fact which we can no longer
shy away from. Aspiring medical hubs in the
region off er signifi cantly lower price points
for most medical services, although there
is little doubt that Singapore remains the
preferred centre for premium specialised
services.
The outfl ow of this mid-tier market has been
taking place over the last few years and is
likely to continue. It is also, I believe, a major
reason for the decrease in AAMG’s revenue
to S$19.4 million from S$24.0 million in
FY2012. However, despite the lower revenue, we have
continued to invest in capabilities and marketing, the
second major reason for our decline in net profi t to
S$0.2 million from S$2.5 million, respectively.
What have we as a corporation, mindful of the
changing operating environment and our obligation
to shareholders, done? Allow me to outline the major
initiatives taken or being contemplated.
The fi rst initiative has been and continues to be
the improvement of our capabilities. Our mission is
to save lives and to improve the clinical outcomes
of patients we handle. Hence, we have chosen to
“raise the game” by collaborating with the world-
renowned UPMC, a US$10 billion Pittsburg-based
healthcare enterprise. During the year under review
we formalised our partnership with UPMC, a process
which entailed expenses that also crimped our
bottom-line. This collaboration is also a major reason
for our re-branding as AAMG to refl ect the unique
and combined Asian and American value proposition
that we bring to the medical landscape in the region.
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As shareholders are aware, as part of the
collaboration with UPMC, we are setting up a
Comprehensive Transplant Centre (“CTC”) in
Singapore. In line with this initiative, we started to
off er our second specialisation in February 2013
at the Asian Centre for Blood and Bone Marrow
Transplant (“ACBBMT”). This centre specialises in
haematopoietic and stem cell Transplant as well as
treatment for other blood-related diseases and is
headed by Dr Yvonne Loh.
Through advanced medical expertise and
technologies, including telemedicine, electronic
medical records and the management skills of UPMC,
the CTC will specialise in transplant surgery and
immunology, infectious diseases and intensive care
of immune-suppressed patients, including organs
other than liver and blood.
The collaborative eff ort will not only bring the UPMC
brand to Asia, but will also help to raise Singapore’s
profi le as a hub for specialised medical care,
attracting patients from South-East Asia and the
Middle East.
Second, building on the collaboration with UPMC,
we are looking farther afi eld to enlarge our hub-
and-spoke concept. As shareholders are aware, we
established a liver ambulatory clinic in Ho Chi Minh
City in Vietnam in 2010. In line with this strategy we
deepened our presence in the country of about 90
million people by setting up a high-end Vietnamese-
American Liver Center (“VALC”) with Vinmec
International Hospital JSC (“Vinmec”) in Hanoi. We
have started clinic sessions and in the near future will
commence hepatobiliary surgery in conjunction with
the local specialists.
Other countries where we have made inroads to
include Mongolia – which has the world’s highest
incidence of liver diseases per capita – and Russia,
where rising affl uence are leading many premier
patients to turn to Singapore for advanced medical
care (instead of going only to Europe or Israel as
in the past). The Russian initiative has to be seen
in conjunction with our April 2013 placement of
A$3.6 million worth of new shares to RusSing Med
Holdings Pte Ltd. RusSing was founded by Mr
Evgeny Tugolukov, a successful and experienced
businessman and investor with whom we are
working closely to establish AAMG’s presence in
Russia.
A third initiative that we are contemplating is
the possibility of conducting surgery in some of
these spokes. Healthcare standards have improved
substantially in some of the centres that we are
working closely with. The advanced equipment and
support systems, along with the continued guidance
and input from the AAMG team, could well mean
that AAMG’s local partners can perform some
surgical operations in these countries – off ering
higher quality associated with the AAMG brand but
at lower price points compared to Singapore.
CHAIRMAN’S MESSAGE
Returning to our fi nancial performance, the
Company’s balance sheet remains healthy with
cash and cash equivalents of S$7.3 million as at
31 August, 2013, even after paying FY2012 fi nal
dividends of S$0.6 million and FY2013 interim
dividends of S$0.2 million. Net Asset Value per
share as at 31 August, 2013 rose to 3.75 S cents
from 2.45 S cents a year earlier.
The Board has approved a second and fi nal
dividend of A$0.001 cent per share. Including
the interim dividend of A$0.001 per share
paid in May 2013, the total payout for FY2013
is A$0.002 per share. It would represent a
dividend yield of approximately 1.7% based on
A$0.12 share price as at 31 October 2013.
In February 2013, Mr Paul Vui Yung Lee joined
us as an Independent Non-Executive Director,
replacing Mr Harry Vui Khiun Lee who resigned
due to his ongoing business and personal
commitments. Eff ective 1 March 2013, Mr Meng
Yau Yeoh was appointed as the Group’s Chief
Financial Offi cer after serving four years as
Group Financial Controller.
As a result of the collaboration and the name
change, we have conducted a re-branding
exercise to re-position the Group as a global
healthcare provider that off ers specialised
health care for several specifi c disciplines.
This will enable us to build a strong brand,
accommodate the addition of other medical
specialties, cater to the geographical expansion
of the Group, taking into account our
relationship with UPMC. The new AAMG brand
and logo were launched on 21 October 2013.
On behalf of the Board of directors, we express
our deep appreciation to our investors and
staff . We look forward to your continued
support in the year ahead as we continue to
develop AAMG into a global healthcare brand.
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Dato’ Dr Kai Chah Tan
Dato’ Dr Kai Chah Tan
Executive Chairman
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Pamela Anne Jenkins
RGN, B Sc (Hons), MBA
Executive Director
Asian Centre for Blood and Bone Marrow
Transplantation (“ACBBMT”)
The planning and setting up of ACBBMT started in
the last quarter of 2012 and it was operational in
February this year, with a Haematopoietic Stem Cell
Transplant Programme as well as programmes for
other blood-related diseases. ACBBMT specifi cally
aims to provide optimum clinical care for patients
with blood disorders, particularly blood cancers
such as leukaemia, myeloma and lymphoma, and
blood stem cell (including bone marrow and cord
blood) transplantation. This centre of excellence
is headed by Dr Yvonne Loh, the only transplant
physician in the Asia-Pacifi c region with specifi c
training in haematopoietic cell transplantation for
immunological diseases. Dr Loh has served as the
Medical Director of the Haematopoietic Stem Cell
Transplant programme in Singapore General Hospital
(“SGH”), where she has performed close to 100
transplants, before setting up the ACBBMT under
AAMG.
We are very optimistic about the success of
ACBBMT. Within the fi rst few months after opening
its doors, ACBBMT successfully performed its fi rst
life-saving bone marrow transplantation for a patient
from the Middle East. ACBBMT, with seven months
of operation, contributed about 3% to the Group’s
revenue for the fi nancial year under review. We
expect the contribution to be more signifi cant in the
next fi nancial year.
With the establishment of ACBBMT, AAMG has
become a CTC. In line with this, the Parkway Asian
Liver Ward which we co-manage with Gleneagles
Hospital, Singapore, has been renamed Parkway
Asian Transplant Unit. Two of the seven Intensive
Care Units (“ICU”) have also been modifi ed to cater
for bone marrow transplant patients.
Share placement exercise
In April 2013, AAMG successfully placed out
21,000,000 new shares for an aggregate sum
of A$3.6 million (approximately S$4.1 million)
to RusSing Med Holdings Pte Ltd (“RMH”). The
Placement shares represent slightly over 10% of
the enlarged share capital base of 209,454,000
shares. RMH is a wholly-owned subsidiary of
RusSing Holdings Pte Ltd (“RusSing”), which is a
private holding company that focuses on business
opportunities generated by the growing relationship
between Russia and Singapore. The founder of the
Group, Mr Evgeny Tugolukov, has more than 18 years
of experience in investment management and is
involved in the Biotech and Pharmaceutical sectors,
as well as other industries such as Agriculture,
Natural Resources, Green Technology and Real
Estate. We are honoured to have Mr Tugolukov join
the Board of directors in June 2013 and we look
forward to his valuable contribution to the Board.
I am very excited and proud
to share with Shareholders
AAMG’s accomplishments
during the year in review.
We have achieved several
signifi cant corporate and
operational milestones, all
part of the Group’s eff ort to
transform itself into a global
healthcare brand off ering
world-class treatment under
the Comprehensive Transplant
Centre (“CTC”) for liver-
related and blood diseases
and transplantation. We are
grateful for the crucial support
and advice from our partner,
UPMC, as we execute our
growth strategies.
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EXECUTIVE DIRECTOR’S MESSAGE
The Share Placement exercise is a crucial piece in
the development of the CTC and our expansion. The
funds raised from the Placement will primarily be
used to develop the CTC including funding start-up
costs for ACBBMT, general working capital for our
expansion plans and other strategic alliances and
business development plans. This allows the cash
reserves generated from past profi ts to be retained,
providing a healthy reserve.
The success of the Share Placement is also a
testament of the ability of AAMG to attract
sophisticated investors by leveraging on our good
track record, unique CTC business model and our
relationship with UPMC.
Collaboration with Vinmec International Hospital in
Hanoi
Also in April this year, AAMG signed a Memorandum
of Understanding (“MOU”) with Vinmec International
General Hospital JSC (“Vinmec”) to jointly set up
the Vietnamese-American Liver Center (“VALC”) to
treat the entire spectrum of liver diseases for adults
and children in Hanoi. Vinmec is a state-of-the-art
modern hospital owned and developed by Vingroup
JSC, Vietnam’s largest listed property developer and
hospitality group. Vinmec has more than 600 closed
inpatient and semi-inpatient rooms fully equipped
with advanced and high-end facilities, furnished
to 5-star standards and located on a premium
2.5-hectare plot of land in Times City, a modern and
luxurious mixed development in Hanoi. The MOU was
subsequently formalised into a Service Agreement
two months later in June 2013.
VALC offi cially started its clinic sessions in August
and we are encouraged by the response thus far.
On 24 August, VALC held its fi rst public seminar at
Vinmec to create awareness on hepatitis and liver
diseases and to promote VALC and its services.
This seminar, which included talks by Dr Tan and Dr
Vincent Lai, was well received by the public and will
be the fi rst of many such events jointly organised
by Vinmec and AAMG to educate the public on liver
disease treatment and prevention and to promote
VALC.
AAMG’s collaboration with Vinmec is our second
foray into Vietnam after our fi rst overseas centre was
set up in Ho Chi Minh City back in 2010.
Group Branding Exercise
As we transformed ourselves from a single-
disciplinary centre treating only liver-related diseases
and liver transplantation into a multi-disciplinary
comprehensive transplant centre following our
collaboration with UPMC, we needed to rebrand
ourselves to create a strong new identity that
refl ects our expanded business, strengths and vision.
We also needed a consistent and uniform brand
image across our various subsidiaries and specialties,
whereby anyone can correlate all the companies
within our Group to the holding company’s master
brand.
We therefore engaged a brand consultant
to help us with brand architecture,
methodology and logo design. The process
of building a brand – from initial briefi ng and
conceptualisation of the brand to its fi nal
roll-out – is a long and challenging journey.
Every element of the brand had to be carefully
thought through and articulated right down to
the smallest details such as choice of colours,
texture of the logos and corporate stationeries
design. At the end of the whole process,
the fi nal product was a simple yet powerful
AAMG brand that captures all our values and
personality consistently across the Group. The
detailed write-up on AAMG’s new brand can be
found on pages 10 to 11.
Conclusion
In summary, what we have achieved during
the year is consistent with the goals and
plans we set out to do after we were listed in
2009. We successfully raised enough funds
to fi nance our transformation into a CTC
and continue with our business development
eff orts. We have created a new brand to better
represent ourselves to the world. We started
our treatment centre for blood diseases and
bone marrow transplantation and fi nally we
expanded further overseas with a collaboration
with one of the best equipped and modern
private hospital in Vietnam. With these
achievements, we have put together some
important building blocks that position us well
in the local and international markets.
As AAMG continues to evolve into a global
healthcare brand, we have not lost focus
of our main priority which is to provide the
best care and service to all our patients. Our
clinical success and strong reputation will
eventually translate into increased value to
all our Shareholders. Lastly, I would also like
to specially acknowledge the hard work,
dedication and contribution of every AAMG
staff member without which, AAMG will not
be where we are today. We still have plenty of
work to do but I am excited by the prospects
of the Group.
Pamela Anne Jenkins
PaP mela Annee Jenkins
Executive Director
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A New
Brand.
A New
Journey.
Embracing his vision to provide
multi-organ transplantation
within an integrated medical hub
in Asia, Dato’ Dr Kai Chah Tan,
Founder and Executive Chairman
of the then Asian Centre for Liver
Diseases and Transplantation Ltd
(“ACLDT”), led the bold move to
rebrand ACLDT to Asian American
Medical Group (“AAMG”). This is
in line with the Group’s strategic
collaboration with US-based
UPMC, a global health enterprise
and renowned leader in solid
organ transplantation and cancer
treatment.
Having established itself as Asia’s
foremost liver centre since 1994,
Asian Centre for Liver Diseases &
Transplantation Pte Ltd (“ACLDT
PL”) has grown from strength to
strength under the leadership of
Dr Tan. As the fi rst private medical
centre in South-east Asia to
have performed its 100th Living
Donor Liver Transplant (“LDLT”) in
2007, ACLDT PL has achieved yet
another key milestone in 2012 – its
200th LDLT.
Stretching AAMG’s existing
capabilities to go beyond liver
transplant, the partnership with
UPMC was forged to establish a
Comprehensive Transplant Centre
(“CTC”) based in Singapore.
First-of-its-kind in Asia, the
CTC will provide not only liver
transplantation and treatments
but also bone marrow, kidney
and other organ transplants while
continuing to provide excellent,
seamless inpatient and out-
patient care.
Through sharing of expertise
with UPMC who is renowned
for its clinical and technological
innovation, research and
education, AAMG looks set to
transform the way healthcare
is provided in Asia as it aims to
deliver world-class healthcare to
patients in Asia and beyond.
Following the rebranding to
AAMG is the name change for its
two wholly-owned subsidiaries,
from Asian Centre for Liver
Diseases & Transplantation Pte
Ltd and Asian Centre for Blood
& Bone Marrow Transplantation
Pte Ltd to Asian American Liver
Centre and Asian American Blood
& Marrow Transplant Centre
respectively.
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Our
New
Brand
Identity
The strong capital “A” in our new brand logo stands for “Asian
American”. It evokes the unique partnership that has been forged
between AAMG and UPMC.
It also speaks deeply of our harmonious blend of East and West, the
unity of Asia and America, and the cultural nuances of our combined
expertise and partnership.
The regular shape of the left stroke symbolises the rational disciplines
of Western medicine that lies in the heart of what we do; while the
brush-inspired right stroke embodies the subtleties and relational
values of Asia.
Attractive textures fi ll the “A” letter displaying a play of warm colour
hues to diff erentiate our various service off erings, which in turn refl ects
what we aim to deliver to our patients through our medical expertise
and world-class patient care – well-being, peace-of-mind and a better
quality of life.
Together, these elements come together to form a unique symbol
that embodies our brand promise: Dedicated to healing, Powered by
innovation.
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Dato’ Dr Kai Chah Tan
Executive Chairman
D.P.M.P., MBBS (MAL), FRCS
(EDIN)
Pamela Anne Jenkins
RGN, B Sc (Hons), MBA
Executive Director
Gleneagles Hospital, Singapore
and the then Subang Jaya Medical
Centre (“SJMC”), in Kuala Lumpur,
Malaysia. He started a paediatric
LDLT programme in SJMC, Malaysia
in 1995 where over 50 transplants
were performed. It was here that he
performed South-East Asia’s fi rst
paediatric LDLT on 23 March 1995.
In 1996, Dr Tan was appointed
Director of the Liver Transplant
Programme, National University
Hospital (“NUH”), Singapore. He
performed 47 transplants, both adult
and paediatric, at the NUH before he
left in March 2002.
In April 2002, the fi rst successful
adult-adult LDLT in South-East
Asia was performed in Gleneagles
Hospital, Singapore. Dr Tan
and his team have successfully
performed more than 200 LDLTs
- the only private centre in South-
East Asia to reach this historical
milestone. He has published
extensively, including co-editing a
textbook on ‘The Practice of Liver
Transplantation’, and lectured on the
subjects of hepatobiliary and liver
transplantation surgery.
Ms Jenkins began her career in 1984
as an Operating Theatre Sister, KCH,
London, and subsequently attained
the position of Clinical Nurse
Specialist and Department Manager
at the hospital’s Liver Transplant
Surgical Service. In her latter role she
was in charge of operating theatre
staff , trainee nurses, administration,
management of the unit and
budgetary control.
After ten years at KCH, she
relocated to Singapore in 1994
to establish ACLDT with Dr Tan,
assuming the role of director
of ACLDT. She was responsible
for the design and development
of the centre, implementation
of management systems, and
assisted in hepatobiliary and liver
transplantation surgery. In 1997, she
assumed the position of Managing
Director.
Dato’ Dr Kai Chah Tan serves
as the Executive Chairman of
AAMG. He is also the Executive
Chairman of Asian Centre for
Liver Diseases & Transplantation
Pte Ltd (“ACLDT PL”) and the
director of Asian American
Medical Group Inc.(“AAMG Inc”),
Asian Centre for Blood and Bone
Marrow Transplantation Pte Ltd
(“ACBBMT”) and Asian American
Medical Group Pte Ltd (“AAMG PL”),
all wholly owned subsidiaries of
AAMG. Dr Tan is the lead Surgeon
(Hepatobiliary/Transplant) in
ACLDT.
Dr Tan graduated from the
University of Malaya, in 1978 and
obtained his Surgical Fellowship
in 1982. From 1984 to 1987, he
obtained advanced training in
paediatric and adult hepatobiliary
surgery and liver transplant surgery
in the United Kingdom. He was
Consultant Liver Surgeon in King’s
College Hospital (“KCH”) and
taught in surgery, University of
London between 1988 to 1994.
Dr Tan returned to South-East
Asia in 1994 to set up private
practice, the ACLDT PL, in
Ms Pamela Anne Jenkins is the
Executive Director of AAMG. She
is also the Managing Director of
ACLDT PL and the director of
AAMG Inc, ACBBMT and AAMG PL.
Ms Jenkins oversees management
and operational issues, budgetary
control and strategic planning in
liaison with the Executive Chairman
and Founder, Dato’ Dr Kai Chah Tan.
Ms Jenkins holds a Bachelor of
Science (Honours) degree from
University of East London, United
Kingdom as well as a Master of
Business Administration (“MBA”)
from Kingston University, United
Kingdom. Ms Jenkins has wide
experience in specialised nursing
and healthcare management,
covering neurosurgery,
cardiothoracic surgery, vascular
surgery, orthopaedic surgery,
general surgery, microvascular
surgery, eye surgery, plastic surgery,
paediatric surgery, urology and
renal transplantation, hepatobiliary
and liver transplant surgery. She has
also written conference papers on
liver failure and liver transplantation,
with special focus on paediatric
liver diseases.
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PROFILE OF BOARD OF DIRECTORS
Mr Wing Kwan Teh
Non-Executive Director
CA (S’pore), FCCA (UK), CA
(M’sia)
Mr Wing Kwan Teh specializes in corporate fi nance and merger &
acquisition. More specifi cally, he advises and reviews on the Group’s
investment opportunities, acquisition plans, operational restructuring and
corporate fi nance matters.
Mr Teh is currently a Group CEO and Executive Director of Sapphire
Corporation Limited (listed on the Main Board of the Singapore Exchange
Securities Limited (“SGX-ST”)), a non-executive and non-independent
director of Xpress Group Limited (listed on the Hong Kong Stock Exchange)
and CCM Group Limited (listed on Catalist of the SGX-ST). He is also an
appointed adviser to Koda Ltd (listed on SGX-ST), a sophisticated investor
in and a director of BMI Capital Partners Limited (Hong Kong), advising its
investment strategies. He was appointed Audit Committee Chairman and
Independent Director of other companies listed on the SGX-ST. Teh has had
signifi cant experience having been a professional in fi nance who have been
advising companies listed in and prepared to list in Hong Kong, Singapore,
Australia, Vietnam and Taiwan.
Mr Teh is a Chartered Accountant of the Institute of Singapore Chartered
Accountants, Fellow Member of the Association of Chartered Certifi ed
Accountants (United Kingdom), a Chartered Accountant of the Malaysian
Institute of Accountants and a Full Member of Singapore Institute of
Directors.
Mr Evgeny Tugolukov holds a degree in Economics and Enterprise
Management from the Ural State Technical University (“USTU”) in Russia. He
is the President and Founder of RusSing Holdings Pte Ltd (“RusSing”) which
was founded to create more linkages between Russia and Singapore/South-
East Asia to create new business visions and ideas and also strengthening
the cultural interstate communications
Mr Tugolukov has over 18 years of rich entrepreneurial background in
various business fi elds. Under his management, several sizeable holdings
were created, including one of Russia’s largest power machine-building
companies – PJSC EMAlliance. He is currently involved in industries such
as agriculture, natural resources, healthcare and real estate development.
Having established a successful track record in the business fi eld, Mr
Tugolukov became and is currently an Honorary Business Representative of
International Enterprise Singapore in Russia and Ukraine.
Mr Tugolukov was appointed as Non-Executive Director of AAMG on 3 June
2013 following the successful share placement of AAMG’s shares to one of
RusSing’s wholly-owned subsidiaries, RusSing Med Holdings Pte Ltd.
Mr Evgeny Tugolukov
Non-Executive Director
B Econ
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PROFILE OF
BOARD OF
DIRECTORS
Cont’d
Mr Heng Boo Fong
Independent
Non-Executive Director
FCA (S’pore), B Acc (Hons)
Mr Heng Boo Fong is an
Independent Non-Executive
Director and is also the Chairman
of the Audit Committee of AAMG.
He is also a member of the joint
Nomination and Remuneration
Committee.
Mr Fong studied at the University of
Singapore (now known as National
University of Singapore, NUS)
and graduated with an Honours
Degree in Accountancy. He has
over 39 years of working experience
in auditing, fi nance, business
development and corporate
governance.
He is currently a Director (Special
Duties) at the Singapore Totalisator
Board (owner of Singapore Pools
& Singapore Turf Club). Prior to
this appointment, he was with
the Auditor-General’s Offi ce,
Singapore, from 1975 to 1993. He
held the appointment of Assistant
Auditor-General when he left the
Auditor-General’s Offi ce. He was
also General Manager (Corporate
Development) of a listed company
in Singapore as well as the Chief
Financial Offi cer of a listed company
in Australia. His other professional
experience included membership
of Audit Committees of Statutory
Boards and Advisory Committees of
School of Accountancy of Nanyang
Technological University, Singapore
and Ngee Ann Polytechnic,
Singapore. Mr Fong is a Fellow
Member of the Institute of Singapore
Chartered Accountants. He was a
council member of the then Institute
of Certifi ed Public Accountants of
Singapore (“ICPAS”) (now known
as Institute of Singapore Chartered
Accountants (“ISCA”)) and he was
awarded a silver medal by ICPAS in
1999.
Mr Fong is also presently an
Independent Director of three
companies listed on the SGX-ST.
Mr Paul Vui Yung Lee
Independent
Non-Executive Director
B Bus (MIS)
Mr Paul Lee has over 15 years’ experience in business development, quality
control and cost management. He has been serving on a few boards of
companies in Malaysia and Australia. He has broad experience in diverse
industries and international businesses such as public utilities infrastructure
construction, building materials, property development, and oil palm
plantations. With a Business Degree from Edith Cowan University in Perth
and strong analytical skills, he has aided companies in both identifying and
implementing strategic growth opportunities.
Mr Lee was appointed to the Board on 31 January 2013. He chairs the joint
Nomination and Remuneration Committee and is also a member of the
Audit Committee.
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Ms Jeslyn Jacques
Wee Kian Leong
Independent
Non-Executive Director
FCCA (UK)
Ms Jeslyn Leong is a Fellow of the Association of Chartered Certifi ed
Accountants (United Kingdom) with 22 years of extensive experience
in the fi eld of corporate fi nance. She was also previously working as
Financial Accountant of Teys Australia Pty Ltd, Australia’s leading beef
processor and exporter.
Ms Leong joined AAMG as a Non-Executive Director on 1 January 2012.
For personal use only
PROFILE OF DOCTORS AND KEY MANAGEMENT
Dr Lee then returned to Singapore
in 1995, and later joined the NUS
as a Lecturer in the Department
of Medicine. He later became an
Associate Professor of Medicine
and Senior Consultant, and Director
of Medical Intensive Care Unit.
He was also one of the founding
members of the Society of Intensive
Care Medicine in Singapore. During
this period, he published many
articles on respiratory related issues
(especially pneumonia), ICU issues,
health outcomes, liver cirrhosis and
liver transplantation. Dr Lee joined
Gleneagles Hospital in September
2005 as the Director of Critical
Care and has been affi liated with
AAMG since then. He has established
close contacts with the King’s
College Liver Unit, UK, as part of
the development of ACLDT as a
leading liver transplant centre. He is
currently responsible for managing
all the acute liver failure patients and
liver transplant patients treated at
ACLDT and bone marrow patients
from ACBBMT. He is also responsible
for all liver dialysis treatments and
has brought several machines to
ACLDT, making it one of the premier
liver dialysis centres in the world.
Dr Salleh has been accorded Merit
Awards by the Taiwan and Japanese
Surgical Associations, as well as
for his research paper at the CGH
Annual Scientifi c Meeting. Besides
being a reviewer of several medical
journals, he has also published
extensively on the safety of living
donors, treatment of advanced liver
cancer and surgical techniques
in pancreatic surgery. Dr Salleh’s
research and clinical interests are
on the eff ective treatment of liver
cancer and bioartifi cial liver.
Dr Kang Hoe Lee graduated from
University of Cambridge, UK, in
1987. He was a scholar at Jesus
College, Cambridge, where he
received the Duckworth Prize. Dr
Lee also received a scholarship
from the Kuok Foundation,
Malaysia, for furthering his
medical studies. He performed
his surgical housemanship with
Professor Sir Roy Calne (one of the
pioneers in liver transplantation)
at Addenbrooke’s Hospital,
Cambridge. This was followed
by further training in internal
medicine at Cambridge and he
obtained his MRCP (London) in
1990. Subsequent to this, he joined
the Department of Medicine,
NUH, Singapore, and underwent
further training in Intensive Care
and Respiratory Medicine. This
continued with a two-year Critical
Care Fellowship at University
of Pittsburgh Medical Center,
USA- the leading centre for liver
transplantation in the world - under
Professor Thomas Starzl and
Professor John Fung, where he was
awarded Fellow of the Year.
After obtaining his basic medical
degree from the NUS in 1995, Dr
Salleh Ibrahim furthered his training
in the Royal College of Glasgow. He
had worked at the General Surgery
departments of Singapore General
Hospital (“SGH”) and Changi
General Hospital (“CGH”) from
1996 to 2011. Prior to joining AAMG
in February 2012, he was a Senior
Consultant (General Surgery) and
Director, Hepato-Pancreatic Biliary
Surgery, at CGH, and Chairman of
the Liver Transplant Committee of
Eastern Health Alliance, Singapore.
Since 2003, Dr Salleh has been a
Clinical Lecturer at NUS. He is a
Visiting Specialist to international
liver transplant centres in Taiwan
and Brazil. He also sits on several
Boards of Directors for Non-
governmental Organisations
(“NGOs”) and charitable
organisations in Singapore.
Dr Kang Hoe Lee
Respiratory Physician
& Intensivist
(Critical Care & Liver Transplant)
MA (UK), MBBCHir (UK), MRCP
(UK), FAMS (SIN), EDIC (EUR)
Dr Salleh Ibrahim
Surgeon
(Hepatobiliary/Liver Transplant)
MBBS (SIN), FRCS (GLAS), FAMS
(Gen Surg)
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Dr Vincent Wai Kwan Lai
Gastroenterologist
(Transplant Hepatology &
Therapeutic Endoscopy)
MBChB (UK), MRCP (UK), PhD
(Bham UK), CCT (UK), Specialist
Register (UK)
Dr Yvonne Loh
Haematologist & Medical Director
(Haematopoietic Cell Transplant
and Leukaemia)
MBBS (SIN), MRCP (UK), FAMS
(FAEM)
Subsequently, Dr Lai joined
NUH, Singapore, as a Consultant
Gastroenterologist with specifi c
interest in viral hepatology, acute
liver failure and liver transplantation.
He was part of the acute liver failure
faculty in the Asia Pacifi c Study of
Liver Disease group.
Dr Lai is also trained in
therapeutic endoscopy
and endoscopic retrograde
cholangiopancreatography
(“ERCP”). His research interests are
in the adaptive and innate immunity
in patients with liver disease
particularly those with viral hepatitis
and liver failure.
Dr Lai joined AAMG as a Consultant
Gastroenterologist with a specifi c
interest in viral hepatology, acute
liver failure, therapeutic endoscopy
and liver transplantation in January
2011.
Dr Vincent Lai attained his basic
medical degree from the University
of Sheffi eld in England in 1993. He
undertook his specialist training in
Gastroenterology and Hepatology
in England and spent fi ve years
in Birmingham, which has one of
the largest liver transplant units in
Europe. In 2002, he was awarded
the prestigious Medical Research
Council Clinical Training Fellowship.
He completed his Ph.D. at the
University of Birmingham in 2007,
investigating the liver immunity in
viral hepatitis. He was accredited by
the Specialist Accreditation Board
in gastroenterology in England
and was a Consultant in a teaching
hospital prior to taking up a post in
Singapore.
As a Consultant Hepatologist at
the Derby NHS Foundation Trust
Hospital from 2006 to 2008, Dr Lai
helped in the further development
of the provision of viral services
in Derby. During his tenure there,
he not only obtained a grant from
the Trust for a study in infection in
liver patients but was also actively
involved in medical research.
Dr Yvonne Loh is the Haematologist
and Medical Director of AABMTC.
Prior to joining AABMTC, she was a
Senior Consultant (Department of
Haematology), Medical Director of
Haematopoietic Stem Cell Transplant
Programme and Director of the
Acute Leukemia Service, at the SGH.
She was responsible for drafting the
risk-adapted transplant approaches
which have been vital in ensuring
the seamless management of acute
leukaemia patients from diagnosis to
transplant.
Following her undergraduate medical
training at the NUS, where she
was a recipient of the Dean’s list
of awards in the Second and Final
Professional examinations, Dr Loh
attained her basic specialist training
in internal medicine and advanced
specialty training in Haematology at
SGH. Subsequently, she became a
Fellow of the Academy of Medicine
Singapore, College of Physicians,
Chapter of Haematologists.
In 2006, Dr Loh pursued her
HMDP Fellowship at the Division
of Immunotherapy, Northwestern
University, Chicago – the world’s
largest single-centre experience
in transplants in immunological
diseases – under her mentor,
Professor Richard Burt. Upon
her return to Singapore, Dr
Loh spearheaded the SGH
programme for haematopoietic cell
transplantation for immunological
diseases the only transplant
physician in the Asia Pacifi c region
with specifi c training in this fi eld
to do so. Dr Loh was also a holder
of various grants; having received
support from the National Medical
Research Council of Singapore for
her role as the project principal
investigator of the Centre for
Immunological Diseases Research
and Therapy, as well as SingHealth
Foundation for her role as the
principal investigator of several
clinical trials in transplantation for
MDS and leukaemia.
Dr Loh’s work has been published
in leading peer-reviewed journals
including Blood, JAMA, Bone
Marrow Transplantation and
Lancet Neurology. She has also
presented several abstracts at
international meetings by the
American Society of Hematology
Congress, the American Society
of Blood and Marrow Transplant,
and the European Blood and
Marrow Transplantation. She is
a frequent speaker at local and
regional meetings in the areas of
bone marrow transplantation, acute
leukaemia and transplantation for
immunological diseases. As a clinical
lecturer at the Yong Loo Lin School
of Medicine, NUS and Physician
Faculty for the SGH Medicine
Residency Programme, Dr Loh has
been involved in undergraduate
and post-graduate teaching. She
also serves as a board member
and medical advisor at the Bone
Marrow Donor Programme, the local
registry of bone marrow donors in
Singapore.
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Mr Cherinjit Kumar Shori holds a
Bachelor of Accountancy degree
from Nanyang Technological
University in Singapore.
Mr Shori also holds a Graduate
Diploma in Marketing from the
Singapore Institute of Management
and Certifi cate in Healthcare
Management from Georgetown
University, USA.
He has more than 20 years’
experience in the healthcare and
hospitality industries covering
business development and
marketing. He was the Group Vice
President/Deputy Chief Marketing
Offi cer for Singapore-based
Parkway Group Healthcare Pte Ltd,
one of Asia’s largest healthcare
providers, where he served for
ten years in strategic marketing,
business development and regional
expansion to increases the market
share for its group of hospitals in
Singapore, before joining AAMG.
Mr Meng Yau Yeoh obtained
his professional accounting
qualifi cation from the Association
of Chartered Certifi ed Accountants
(“ACCA”) in 1994.
He started his career at the then
KPMG Peat Marwick in 1995 as
Audit Junior and left as an Audit
Senior in 1998. After spending
four years in the Big 4 audit fi rm,
Mr Yeoh spent the next ten years
between 1999 and 2009 working
in several listed and privately
owned companies involved in a
wide range of industries ranging
from construction, information
technology, investment holdings to
service and hospitality in Singapore,
Malaysia and Australia. During that
period, he was involved in two
successful IPOs in Singapore.
PROFILE OF DOCTORS AND KEY MANAGEMENT
Mr Cherinjit
Kumar Shori
Group Chief
Operating Offi cer
B Acc, PGDip Marketing
& Healthcare
Prior to that, he held senior
management positions with
various companies including Sun
Cruises and Sembawang Leisure
(a subsidiary of Sembawang
Corporation).
Mr Shori has also been invited to
speak at international conferences,
the latest being the Internationale
Tourismus-Börse Berlin (“ITB Berlin”)
Conference 2012 where he shared
his experience in the future of global
medical tourism.
Mr Shori joined AAMG as Group
Chief Operating Offi cer in November
2009.
Mr Yeoh is a Fellow Member of the
Institute of Singapore Chartered
Accountants, Fellow Member of the
Association of Chartered Certifi ed
Accountants (United Kingdom) and
a Chartered Accountant registered
with the Malaysian Institute of
Accountants. He joined AAMG
as Group Financial Controller
in December 2009 and was
subsequently appointed as Group
Chief Financial Offi cer in March 2013.
Mr Meng Yau Yeoh
Group Chief Financial Offi cer
FCA (S’pore), FCCA (UK),
CA (M’sia)
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Year ended 31 August
2013
2012
S$’000
S$’000
(Decrease)/
Increase
%
Revenue
Earnings before interest, taxation, depreciation and
amortisation (“EBITDA”)
Profi t after income tax attributable to members
Total share capital and reserves
Basic earnings per share
Net asset value per share
Net tangible asset value per share
19,399
24,050
(19.3)
479
231
7,899
2013
S Cents
0.12
3.77
3.64
(84.9)
(90.9)
70.9
3,180
2,538
4,623
2012
S Cents
1.35
2.45
2.31
The Group commenced operation of its wholly-owned subsidiary Asian Centre for Blood and Bone Marrow
Transplantation Pte Ltd (“ACBBMT”) in February 2013. This is in line with the Group’s strategic plan for the
establishment of the Comprehensive Transplant Centre (“CTC”) in Singapore in collaboration with US-based UPMC.
As such, the current year under review includes a new operating segment in the Consolidated Group.
The Group’s liver segment saw a decline of 19.3% in patient transactions from 14,218 in FY2012 to 11,474 in the
current fi nancial year. Including the Vietnam associate, the decline was lower at 11.9% as patient numbers in the latter
increased by 161.4%. The number of living donor liver transplantations also decreased to 12 compared to 15 last year.
There was a decrease across the various categories of services, particularly for surgeries and liver dialysis performed
during the year, which fell by 41.1% and 35.9% respectively, from FY2012. The lower patient transactions refl ect the
overall slowdown in foreign patient volumes in Singapore as the cost of healthcare here continues to rise, which
also explained the importance of our recent strategic move – we have since diversifi ed our segment to now include
CTC. In addition, the depreciation of Indonesian Rupiah and Malaysian Ringgit has made travelling to Singapore
more expensive and resulted in patients from two of our biggest markets deferring their visits or seeking alternative
destinations. Indonesians and Malaysians comprise approximately 40% of our total patients. Also, the haze in June
and July this year, the worst in Singapore’s history, kept foreign patients away during that period.
The blood and bone marrow segment commenced operations in February 2013. Taking into consideration of a
learning curve period of 7 months, this segment contributed a total revenue of S$0.6 million for the year ended 31
August 2013, accounting for 3.2% of Group revenue. Despite that, the total revenue for the Group for FY2013 declined
by 19.3% to S$19.4 million compared to the same period last year.
Cost of sales declined by 17.4% in tandem with the lower revenue. Overall expenses decrease by 9.1% or S$1.9 million
to S$19.1 million from S$21.0 million in FY2012. Excluding the cost of sales, overall expenses increased by S$0.3 million.
The signifi cant changes are:
a) Start-up costs and other operating overheads for new ACBBMT of S$0.8 million;
b) UPMC’s management fee of S$0.2 million;
c) Reduction in payroll expense of S$0.3 million in ACLDT as a result of lower headcount during the fi rst half of
FY2013;
d) Reduction in professional fee of S$0.2 million in ACLDT as FY2012’s fees were mainly a result of third –party
services in relation to the ACLDT and UPMC collaboration;
e) Reduction in offi ce lease cost of S$0.1 million as a result of the closure of the Mount Elizabeth Medical Centre
clinic in November 2012; and
f) The absence of a one-off gain of S$0.1 million from gain on disposal of subsidiary in FY2012
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FINANCIAL REVIEW
Given the above-mentioned, the net profi t before tax for the Group declined by 89.1% or S$2.7 million from S$3.0
million in FY2012 to S$0.3 million this fi nancial year. Taxes, on the back of lower taxable profi ts, decreased by
80.8%.
REVENUE
erveses
Share capital and reserves
25,000
20,000
15,000
10,000
5,000
0
3,500
3,000
2,500
2,000
1,500
1,000
500
0
2009
2010
2011
2012
2013
Revenue (S$’000)
EBITDA AND PROFITS
2009
2010
2011
2012
2012
EBITDA (S$’000)
(cid:16)(cid:46)(cid:43)(cid:252)(cid:48)(cid:3)(cid:28)(cid:34)(cid:48)(cid:33)(cid:46)(cid:3)(cid:37)(cid:42)(cid:31)(cid:43)(cid:41)(cid:33)(cid:3)(cid:48)(cid:28)(cid:52)(cid:3)(cid:28)(cid:48)(cid:48)(cid:46)(cid:37)(cid:30)(cid:49)(cid:48)(cid:28)(cid:30)(cid:40)(cid:33)(cid:3)(cid:48)(cid:43)(cid:3)(cid:41)(cid:33)(cid:41)(cid:30)(cid:33)(cid:46)(cid:47)(cid:3)(cid:296)(cid:20)(cid:312)(cid:282)(cid:256)(cid:256)(cid:256)(cid:297)
8,000
7,000
6,000
5,000
4,000
3,000
2,000
1,000
0
4.00
3.50
3.00
2.50
2.00
1.50
1.00
0.50
0.00
2009
2010
2011
2012
2013
EPS and NAV
2009
2010
2011
2012
2013
Basic Earnings per share (S cents)
Net asset value per share (S cents)
In April 2013, the Group placed out 21,000,000 new ordinary shares at A$0.17 per share. As a result, the
Shareholders’ Equity or Net Assets, after accounting for a total dividend of S$1.0 million paid in FY2013, rose by
S$3.2 million to S$7.9 million as at 31 August 2013. Correspondingly, Net Asset Value (“NAV”) per share rose by
S 1.3 cents to S 3.8 cents. The share placement exercise has strengthened both our cash position and net asset
base.
Property, plant and equipment increased by S$0.3 million from S$0.3 million to S$0.6 million as a result of the
renovation cost and purchase of furniture and equipment for ACBBMT’s new clinic.
Trade and other receivables decreased by S$0.8 million from S$4.2 million to S$3.4 million due mainly to the
decline in revenue. Trade and other payables also reduced by $0.3 million due mainly to lower purchases, despite
higher accruals which included UPMC costs of S$0.2 million as at 31 August 2013.
Cash and cash equivalents as at 31 August 2013 increased substantially by S$2.9 million to S$7.3 million due to
the net proceeds from issuance of shares, current year earnings and after paying last year’s fi nal and current
year’s interim dividends.
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FINANCIAL
REVIEW
Cont’d
VIETNAM
MONGOLIAN
INDIAN
MYANMAR
BANGLADESH
VIETNAM
MONGOLIAN
INDIAN
MYANMAR
BANGLADESH
OTHERS
OTHERS
INDONESIAN
INDONESIAN
LIVER
2012
MALAYSIAN
LIVER
2013
MALAYSIAN
SINGAPOREAN
UAE
SINGAPOREAN
UAE
For our liver segment, patients from Indonesia, Malaysia, Singapore and UAE continue to form the majority of its core
patients. There was an overall decline in the number of patients across the board but there were notable increases in
patients from emerging markets like Vietnam and Mongolia.
VIETNAM
MONGOLIAN
INDIAN
BANGLADESH
OTHERS
RS
MALAYSIAN
SINGAPOREAN
BLOOD &
BONE
MARROW
2013
INDONESIAN
UAE
Patients from the UAE represent about 40% of the patients
in the Group’s new blood and bone marrow segment during
the fi rst seven months of operation. This was followed by
patients from Indonesia, which made up of approximately
a quarter of the numbers. Local Singaporeans, patients
from Malaysia, Vietnam and South Asia forms the remaining
number of patients.
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PATIENT’S TESTIMONIAL
JIMMY YEOW:
For most of us, we look
forward to planning
for our retirement and
savouring life once we
turn 60. However, this
was not the case for me
up to three years ago.
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In 2010, my liver function
started to deteriorate rapidly
when I was 60 years old. My
health suddenly took a turn
for the worse. I was frequently
in and out of hospitals in my
hometown, Port Dickson,
Malaysia.
My liver failed due to viral hepatitis B infection; my skin turned extremely
yellow from jaundice and I was nauseous all the time. I felt as if my life was
slipping away as my strength waned day by day.
As I did not want to burden and worry my family, I asked my wife to keep the
truth from my three children who were all studying in Sydney, Australia then.
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PATIENT’S TESTIMONIAL
However, due to the gravity of the situation, my
Ho
wife felt compelled to tell my children. Upon
wi
lea
learning the severity of my condition, my eldest
da
daughter, then 27, fl ew back to Port Dickson
im
immediately after being alerted by my wife. At
tha
that time, my health condition had become so
se
serious that I had been staying in a hospital near
Ku
Kuala Lumpur for months. When my daughter saw
me
me, she called her two brothers at once and they
too
too fl ew home soon after.
I re
I remembered my doctors in the hospital asking
for
for my family members to gather. I thought then, “I
am
am old enough to sign for anything, including the
me
medical treatments that I should get. Why do they
ne
need my family here?” It didn’t take long for me
to
to realise that they have been gathered to “settle”
my
my aff airs. The harsh reality that I may die anytime
hit
hit me like a ton of bricks. I was despondent,
wo
worried, confused and terrifi ed. More importantly,
wh
what will happen to my family and loved ones?
My
My doctors at that hospital told me that there
wa
was little that they could do for me at this stage,
an
and that I could seek treatment in other hospitals
in
in USA, Britain, Japan, Hong Kong, China or
Sin
Singapore. My brother, a doctor, urged me to
se
see Dr K C Tan from ACLDT in Singapore. He
sa
said that Dr Tan is a renowned liver surgeon and
he
hepatobiliary expert who had performed many
liv
liver transplant surgeries.
My
My stomach had bloated so much by then that I
loo
looked like a pregnant woman. I was in immense
pain and was very ill. Apart from the expertise of
Dr. Tan, we chose ACLDT because of its proximity
to Port Dickson as we were racing against time.
My doctor said that my condition was so bad that
no airline may take me if I delay for one more
day, thus I immediately fl ew with my wife and
daughter to Singapore. Upon reaching Singapore,
we headed straight to Gleneagles Hospital where
ACLDT is located and I was admitted at once. My
two sons arrived in Singapore soon after.
Dr Tan and his team of doctors, nurses and staff at
ACLDT wasted no time in assessing my condition,
and Dr Tan advised me to get a liver transplant
without delay. But who will be my liver donor?
I was reluctant and worried to have to put my
family through this, especially my children as they
still have so much more going for them in their
lives ahead.
A series of tests was done promptly to assess the
suitability of my daughter but due to her petite
frame, her liver was not big enough for the right
lobe of her liver to be removed and donated
to me in a living donor liver transplant surgery.
My younger son had not yet turned 21 years old
then, and thus my elder son, Jie Xiang, then 25,
responded to the call without any hesitation.
I was very touched at my son’s love for me to
make such a bold decision, especially when we
were hard-pressed for time to explore other
options.
Preceding the transplant was an extremely
challenging time for us, especially for my son and
me. It was a test of our physical, mental as well as
emotional strengths. Not only did we have to go
through a series of further tests and procedures,
we also had interviews with various specialists,
psychologists and the Transplant Ethics
Committee which are mandatory by Singapore
law before any transplant can be carried out in
Singapore.
The thought of my son’s sacrifi ce and my family’s
love and support for me carried me through that
grueling period of time.
Three years on, after a successful liver transplant,
I am now feeling better than ever. Both Jie Xiang
and I have been doing well since. I’m happy to
say that Jie Xiang suff ers no side eff ects from
the transplantation. He has gone on to graduate
from university and he’s now back in Malaysia and
working as a civil engineer.
My family and I have learnt and grown so much
through this experience. We now try to live our
lives to the fullest every day knowing that every
day is a gift from God and should be cherished,
especially with our loved ones. Having been
brought back from the brink of death, I know I am
a very lucky man!
I would not be here today if not for my son’s
selfl ess sacrifi ce and the dedication and
professionalism of Dr Tan and his team of doctors
and nurses at ACLDT and Gleneagles Hospital. A
big Thank You to all of them!
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Corporate governance statement
The Board of Asian American Medical Group Limited (“AAMG”) seeks to practice the highest
ethical and commercial standards while executing its responsibilities in directing the business and
aff airs of the Company on behalf of its shareholders.
The Board of AAMG has considered the principles of good corporate governance and best practice
recommendations as published by the ASX Corporate Governance Council (“ASXCGC”). ASX
Listing Rule 4.10.3 requires the Company to disclose the extent to which it follows or diverges from
these best practice recommendations in its Annual Report.
This report discloses corporate governance practices the Board would like to highlight to
stakeholders.
Additional information relating to corporate governance practices that the Company has adopted
can be found on the Company’s web site: www.aamg.co.
The Role of the Board & Management
The Company has formalised and disclosed the roles and responsibilities of the Board and those
delegated to senior management.
The Board of the Company is responsible for the overall corporate governance of the AAMG,
including its ethical behavior, strategic direction, establishing goals for management and monitoring
the achievement of those goals with a view to optimising Company performance and maximising
shareholder value.
The role of management is to support the Executive Director and implement the running of the
general operations and fi nancial business of the Company, in accordance with the delegated
authority of the Board.
Full details of the matters reserved to the Board and to senior management are available on the
Company’s web site at www.aamg.co.
Scheduled meetings of the Board are held at least four times a year and the Board meets on
other occasions to deal with matters that require attention between scheduled meetings. The
responsibility for the operation and administration of the consolidated entity is delegated by the
Board to the Managing Director.
The Board is responsible for:
•
Setting the strategic direction of the Company and establishing goals to ensure these
strategic objectives are met;
• Appointing the Managing Director, setting objectives for the Managing Director and
reviewing performance against those objectives, ensuring appropriate policies and
procedures are in place for recruitment, training, remuneration and succession planning;
• Monitoring fi nancial performance including approval of the annual and half-yearly fi nancial
reports and liaison with the Company’s auditors;
• Ensuring that risks facing the company and its controlled entities have been identifi ed
ensuring that appropriate and adequate controls, monitoring and reporting mechanisms are
in place;
• Receiving detailed briefi ngs from senior management on a regular basis during the year;
• Approving the Boards of directors of subsidiary companies; and
• Ensuring the Company complies with the law and conforms to the highest standards of
fi nancial and ethical behavior.
AAMG has obligations to its stakeholders to ensure the Company is managed with appropriate due
diligence and that all necessary processes are implemented to minimise risk and maximise business
opportunities.
To this end, all commercial arrangements, capital expenditure, operational expenditure and other
commitments are appropriately documented and have been authorised by either the Executive
Director or the Board as appropriate.
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The composition of the Board is determined in accordance with the Company’s constitution and
the following principles and guidelines:
• The Board should comprise of at least three directors with at least two non-executive
directors;
• The Board should comprise of directors with an appropriate range of qualifi cations and
expertise; and
• The Board should meet formally at least four times per annum and informally on an “as
required” basis with all directors being made aware of, and having available, all necessary
information, to participate in an informed discussion of all agenda items.
Directors in offi ce
At the date of this statement the following directors are considered independent by the Board:
Name
Position
Independent
Mr Heng Boo Fong
Non-Executive Director
Ms Jeslyn Jacques Wee Kian Leong
Non-Executive Director
Mr Paul Vui Yung Lee
Non-Executive Director
Yes
Yes
Yes
The skills, experience, expertise and tenure of each director are disclosed in the Directors’ Report
within this Annual Report.
Director independence
The Board considers three of AAMG’s directors as independent under the guidelines.
In assessing the independence of directors, the Board follows the ASX guidelines as set out:
An independent director is a non-executive director (i.e. is not a member of management) and:
•
Is not a substantial shareholder of the Company or an offi cer of, or otherwise associated
directly with, a substantial shareholder of the Company;
• Within the last three years has not been employed in an executive capacity by the Company
or another Group member, or been a director after ceasing to hold any such employment;
• Within the last three years has not been a principal of a material professional adviser or a
material consultant to the Company or another Group member, or an employee materially
associated with the service provided;
Is not a material supplier or customer of the Company or other Group member, or an offi cer
of or otherwise associated directly or indirectly with a material supplier or customer;
•
• Has no material contractual relationship with the Company or another Group member other
than as a director of the Company;
• Has not served on the Board for a period which could, or could reasonably be perceived to,
materially interfere with the director’s ability to act in the best interests of the Company; and
Is free from any interest and any business or other relationship which could, or could
reasonably be perceived to, materially interfere with the director’s ability to act in the best
interests of the Company.
•
ASXCGC Recommendation 2.1 states that the majority of directors of the Company should be
independent. Although currently AAMG does not comply with that recommendation, the Board is
of the opinion that the current structure and composition of the Board is appropriate given the size
and nature of operations of the Group.
Where additional skills are considered necessary for specifi c purposes, access is made to
independent professional advice at the expense of the Company. Such advice is to be shared
amongst the directors.
Chairman
Due to the size of the Company, Dato’ Dr Kai Chah Tan is the Company’s Chairman. While
recognising that the ASXCGC recommends that the chairperson be independent, the Company
feels that the strong independence exercised by the other Board members mitigates any negative
impact on the Company that it may have.
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Appointment to the Board
Where a casual vacancy arises during the year, the Board has procedures to select the most
suitable candidate with the appropriate experience and expertise to ensure a balanced and
eff ective board. Any director appointed during the year to fi ll a casual vacancy or as an addition
to the current board, holds offi ce until the next Annual General Meeting and is then eligible for re-
election by the shareholders.
New directors receive a letter of appointment which sets out the terms of their appointment. On
appointment, an induction programme is available to directors that include one-on-one sessions
with members of the senior management team.
Evaluation of senior executives
Senior executives, including the Group Chief Operating Offi cer or Group Chief Financial Offi cer have
a formal job description and letter of appointment describing their term of offi ce, duties, rights,
responsibilities and entitlements upon termination.
The performance of senior executives is reviewed annually before the budgets are approved for
the next fi nancial year. This process is a formal one with the executive’s performance assessed
against Company, division and personal benchmarks by the joint Nomination and Remuneration
Committee. Benchmarks are agreed with the respective senior executives and reviews are based
upon the degree of achievement against those benchmarks.
Induction procedures are in place to allow new senior executives to participate fully and actively in
management decision-making. The induction program includes orientation of:
•
•
The Company’s fi nancial position, strategies, operations and risk management policies.
The respective rights, duties, responsibilities and roles of the board and senior executives.
Ethical business practices
The Company has adopted a Code of Conduct to maintain confi dence in the Company’s integrity,
its legal obligations and the expectations of its stakeholders. The Company is committed to being
a socially responsible corporate citizen, using honest and fair business practices, to act in the best
interests of clients so as to achieve the best outcome for shareholders.
The Board has procedures in place for reporting any matters that may give rise to unethical
practices or confl icts between the interests of a director or senior executive and those of the
Company. These procedures are reviewed as required by the Board. To this end, the Company has
adopted a Confl ict of Interest Policy that clarifi es the processes for directors and senior executives
to determine and disclose when a confl ict of interest exists.
Diversity policy
The Company values diversity and recognises the benefi ts it can bring to the organisation’s ability
to achieve its goals. Our recruitment processes encourage the development of diversity in our
workplace, bearing in mind that employees must have the required skills to be successful in their
positions.
In accordance with this policy and ASX Corporate Governance Principles, the Board has established
the following objectives in relation to gender diversity. We currently meet our objectives but will
continue to monitor and improve on our objectives to be in line with our Company’s needs and
direction. A written diversity policy has been developed by the Board to ensure gender diversity.
Number of women employees in the
whole organisation
Number of women in senior executive
positions
Number of women on the Board
Objective
Actual
Number
15
3
2
%
71
38
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Number
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%
77
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CORPORATE GOVERNANCE STATEMENT
Shareholding and trading
The Board encourages directors and senior executives to own shares in the Company to further
link their interests with the interests of all shareholders. Trading of shares by directors or senior
executives is prohibited under certain circumstances and as described in the ASX Listing Rules
and during certain periods of the fi nancial year. A director or senior executive must not deal in
the Company shares at any time when he or she has unpublished information which, if generally
available, might aff ect the share price. Directors are required to notify the Company Secretary
following dealing.
Safeguard integrity
The Board has established an Audit Committee comprised of the two non-executive directors. This
committee operates under a charter to enable it to perform its roles and responsibilities. Where
considered appropriate, the Company’s external auditors and the Company’s management are
invited to attend meetings. The members of the Audit Committee are:
• Mr Heng Boo Fong (Chairman)
• Mr Paul Vui Yung Lee
The qualifi cations of members of the committee together with their attendances at committee
meetings are disclosed in the Directors’ Report within this Annual Report.
The role of the Audit Committee is to assist the Board fulfi ll its responsibilities in relation to the
identifi cation of the areas of signifi cant business risks and the monitoring of the following:
• Eff ective management of fi nancial and other business risks;
• Reliable management reporting;
• Compliance with laws and regulations in respect to fi nancial reporting;
• Maintenance of eff ective and effi cient audits;
• Meeting with external auditors on a twice-yearly basis and informally as circumstances
require; and
• Recommending to the Board the appointment, rotation, removal and remuneration of
the external auditors, and review their terms of engagement, and the scope and quality
of the audit. Periodically, the Audit Committee reviews the appointment of the external
audit engagement partners using a formal process of evaluation to determine the most
appropriate level of skills and experience to suit the size and complexity of the Company.
The Audit Committee provides the Board with additional assurances regarding the reliability of
fi nancial information for inclusion in the fi nancial statements.
The committee is chaired by an independent chair who is not the chairman of the Board.
Timely and balanced disclosure
The Board recognises the need to comply with ASX Listing Rule 3.1 concerning continuous
disclosure.
At each meeting of directors, consideration is given as to whether notice of material information
concerning the Company, including its fi nancial position, performance, ownership and governance
has been made available to all investors.
The Continuous Disclosure Policy also requires senior executives in possession of disclosable
information to comply with that policy.
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Communication with shareholders
The Board aims to ensure that shareholders, on behalf of whom they act, are informed of all major
developments aff ecting the Company’s activities and its state of aff airs, including information
necessary to assess the perform ance of the directors.
Communication with shareholders is achieved through the distribution of the following information:
• The Annual Report distributed to shareholders;
• The Half Yearly Report which is available on the Company’s web site;
• The Annual General Meeting and other meetings called to obtain shareholder approval for
Board action as appropriate. Shareholders are encouraged to attend and participate at the
Company’s Annual General Meeting and other General Meetings;
Letters to shareholders when considered to be appropriate and informative;
•
• Announcements to the Australian Securities Exchange; and
•
Investor information through the Company’s internet portal at www.aamg.co.
The Company strives to ensure that Company announcements via the ASX are made in a timely
manner, are factual, do not omit material information and are expressed in a clear and objective
manner.
Shareholders’ role
The shareholders of the Company are responsible for voting on the election of directors at the
Annual General Meeting in accordance with the constitution.
All directors (other than a Managing Director) are subject to re-election by rotation, no later than
every three years.
The Annual General Meeting also provides shareholders with the opportunity to express their
views on matters concerning the Company and to vote on other items of business for resolution by
shareholders.
Risk management
The Board is responsible for overseeing the risk management function. The Company believes
that it is crucial for all Board members to be a part of the process and as such has established risk
management as a component of the Audit Committee.
The Board is responsible for ensuring the risks and opportunities are identifi ed on a timely basis.
The Board has a number of mechanisms in place to ensure the management’s objectives and
activities are aligned with the risks identifi ed by the Committee. These include the following:
Implementation of Board approved operating plans and budgets;
•
• Board monitoring of progress against these budgets, including the monitoring of key
performance indicators of both a fi nancial and non fi nancial nature; and
• The establishment of committees to report on specifi c risk as identifi ed.
Internal Risk Management System Compliance
Management is accountable to the Board to ensure that operating effi ciency, eff ectiveness of risk
management procedures, internal compliance control systems and controls and policies are all being
monitored. Management has designed and implemented a risk management and internal control
system to manage the Company’s material business risks and reports to the Board at each meeting
on the eff ective management of those risks. The Company has developed a series of operational risks
which the Company believes to be inherent in the industry in which the Company operates. These
include:
• Changed operating, market or regulatory environments;
• Fluctuations in demand volumes;
• Fluctuations in exchange rates; and
•
Increasing costs of operations.
These risk areas are provided here to assist investors better understand the nature of the signifi cant
risks faced by the Company.
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CORPORATE GOVERNANCE STATEMENT
Monitoring Performance
The Board and senior management monitor the performance of all divisions through the preparation
of monthly management accounts. The monthly management accounts are prepared using accrual
accounting techniques and report each business unit’s result as contribution after overhead
allocation. These monthly management accounts are compared to monthly budgets, which have
been set allowing for the seasonality of anticipated revenues and costs in each of the divisions.
The monitoring of the Company’s performance by the Board and management assists in identifying
the correct allocation of resources and staff to maximise the overall return to shareholders.
A performance evaluation for senior management was undertaken during the year and was in
accordance with the process developed by the Board for that purpose.
Details of the structure of non-executive directors’ and senior executives’ remuneration are included
in the Remuneration Report within the Directors’ Report in this Annual Report.
Nomination and Remuneration
Joint Nomination and Remuneration Committee
The joint Nomination and Remuneration Committee is comprised of two non-executive directors.
The role of the joint Nomination and Remuneration Committee is to make decisions on the following
matters:
• Determine the appropriate size and composition of the Board;
• Determine the terms and conditions of appointment to and retirement from the Board;
• Develop appropriate criteria for Board membership;
• Reviewing membership of the Board and proposing candidates for consideration by the Board;
• Arranging a review of the Board’s own performance;
• Determine the Company’s remuneration plans, policies and practices, including compensation
arrangements for the non-executive directors, executive directors, Group Chief Operating Offi cer,
Group Chief Financial Offi cer and senior executives; and
• Responsible for considering general remuneration policies and practices, recruitment and
termination policies and superannuation requirements.
Details of the attendance of directors at the joint Nomination and Remuneration Committee
meetings are disclosed in the Directors’ Report in this Annual Report.
The Board believes that it has the right numbers and skill sets within its Board members for the
current size of the Company, and is confi dent that each non-executive director brings independent
judgement to bear on Board decisions.
The Company does not have a policy to preclude its executives from entering into transactions
to limit their economic risk from investing in Company shares, options or rights and has made
executives aware of their obligations in relation to fi nancial commitments against shares issued
under the executive securities plan and has requested that they take suffi cient professional advice in
relation to their individual fi nancial position.
There are no retirement schemes or retirement benefi ts other than statutory benefi ts for non-
executive directors.
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Directors’ report
The directors present their report, together with the fi nancial statements of the Asian American
Medical Group Limited (“the Group”) for the year ended 31 August 2013.
Directors
The directors of the Group at any time during or since the end of the fi nancial year are as set out
below.
Dato’ Dr Kai Chah Tan (Executive Chairman)
Ms Pamela Anne Jenkins (Executive Director)
Mr Wing Kwan Teh (Non-Executive Director)
Mr Evgeny Tugolukov (Non-Executive Director) (appointed 3 June 2013)
Mr Heng Boo Fong (Independent Non-Executive Director)
Mr Paul Vui Yung Lee (Independent Non-Executive Director) (appointed 31 January 2013)
Ms Jeslyn Jacques Wee Kian Leong (Independent Non-Executive Director)
Mr Harry Vui Khiun Lee (Independent Non-Executive Director) (resigned 31 January 2013)
The skills, experience, expertise and tenure of each director are disclosed in the profi le of directors
section within the Annual Report.
Below is the profi le of a director who is no longer in offi ce:
Mr Harry Vui Khiun Lee B Bus (Econ & Fin) (resigned 31 January 2013)
Mr Harry Lee has more than 21 years of experience in construction-related industries in Malaysia,
Singapore and Australia. He is currently the Chief Executive Offi cer of the HRL Group of Companies
which is involved in investment holdings and development. He also holds several directorships of
private and listed companies in diff erent industries. He has been a director of another public-listed
company in Australia, Millepede International Ltd, since 25 January 2011.
Principal activities
The principal activity of Asian American Medical Group Limited and its controlled entities (“AAMG”
or “the Group”) is that of provision of specialised medical services to cater for patients seeking
treatment for liver and blood diseases and transplantation under its Comprehensive Transplant
Centre (“CTC”). During the period under review, AAMG expanded its operations by forming a wholly-
owned subsidiary, Asian Centre for Blood and Bone Marrow Transplantation Pte Ltd (“ACBBMT”) for
its blood and bone marrow transplantation centre. Other than the above, there has been no change
in the principal activity of the Group during the fi nancial period.
Company Secretary
The following person held the position of company secretary at the end of the fi nancial year:
Mr Dario Nazzari
Dario Nazzari has a Bachelor of Commerce, a Diploma in Financial Planning and has more than
16 years professional experience. He is a Chartered Accountant and a member of the Institute of
Chartered Accountants.
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Review and results of operations
Details of the Operations of AAMG during the year, the fi nancial position and the strategies and
prospects for the future years can be found in the Chairman and Executive Director’s message found
on pages 6 to 9 and Financial Review section on pages 18 and 20, which forms part of this Annual
Report.
Directors’ meetings
The following table sets out the number of director’s meetings (including meetings of Committees
of directors) held during the fi nancial year and the number of meetings attended by each director
(while they were a director or committee member). During the fi nancial year, six (6) Board meetings,
three (3) Audit Committee meetings and four (4) joint Nomination and Remuneration Committee
meetings were held.
Directors’
Meetings
Audit
Committee
Meetings
Joint Nomination
and Remuneration
Committee
Meetings
Number
Eligible to
attend
6
Number
Attended
6
Number
Eligible to
attend
-
Number
Attended
-
Number
Eligible
to attend
-
Number
Attended
-
6
6
-
6
3
6
3
6
6
-
6
3
5
2
-
-
-
3
1
-
2
-
-
-
3
1
-
2
-
-
-
4
1
-
2
-
-
-
4
1
-
2
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
Mr Wing Kwan Teh
Mr Evgeny Tugolukov *
Mr Heng Boo Fong
Mr Paul Vui Yung Lee *
Ms Jeslyn Jacques Wee Kian Leong
Mr Harry Vui Khiun Lee ^
* Mr Paul Vui Yung Lee and Mr Evgeny Tugolukov were appointed on 31 January 2013 and 3 June
2013 respectively.
^ Mr Harry Vui Khiun Lee resigned on 31 January 2013.
Directors’ interest
The relevant interests of each director in the shares of the parent entity at the date of this report are
as follows:
Director
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
Mr Wing Kwan Teh
Mr Evgeny Tugolukov
Mr Heng Boo Fong
Mr Paul Vui Yung Lee
Ms Jeslyn Jacques Wee Kian Leong
Number of shares
102,298,250
21,324,600
4,084,090
^ 21,000,000
-
-
-
^ Indirect interest through RusSing Med Holdings Pte Ltd.
None of the directors have share options in the Company.
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Dividends paid or recommended
An interim unfranked dividend of S$0.001 (A$0.001) (2012 : S$0.001) per qualifying ordinary share
for the fi nancial year ended 31 August 2013 was paid on 22 May 2013.
Following the completion of accounts the Directors propose to declare a fi nal unfranked dividend
of S$0.001 (A$0.001) (2012 : S$0.004) per qualifying ordinary share in respect of the fi nancial year
ended 31 August 2013, to be paid to the shareholders in December 2013.
This dividend has not been included as a liability in these fi nancial statements and will be paid to
all shareholders on the Register of Members at the relevant date. The total estimated to be paid is
S$248,000 (A$209,000).
Signifi cant changes in state of aff airs
There were no signifi cant changes in the state of aff airs of the Group during the year.
Events After the Balance Date
The Group received approval from the Accounting and Corporate Regulatory Authority (“ACRA”) in
Singapore to change the names of its subsidiaries Asian Centre for Liver Diseases & Transplantation
Pte Ltd and Asian Centre for Blood and Bone Marrow Transplantation Pte Ltd to Asian American
Liver Centre Pte Ltd and Asian American Blood & Marrow Transplant Centre Pte Ltd on 10th and 11th
October 2013, respectively.
No other matters or circumstances have arisen since the end of the fi nancial year which signifi cantly
aff ected or may signifi cantly aff ect the operations of the Group, the results of those operations, or
the state of aff airs of the Group in future fi nancial years.
Likely developments
Except as detailed in the Chairman’s and Executive Director’s message on pages 6 to 9, likely
developments, future prospects and business strategies of the operations of the Group and the
expected results of those operations in future years have not been included in this report, as the
directors believe, on reasonable grounds, that the inclusion of such information would be likely to
result in unreasonable prejudice to the Group.
Options
At the date of this report, the unissued ordinary shares of AAMG under option are as follows:
Grant Date
Exercise
Price
Options
outstanding
at 1.9.2012
Options
granted
Options
exercised/
cancelled/
lapsed
Options
outstanding at
31.8.2013
Exercise
period
17.1.2011
$0.088
1,299,000
-
-
1,299,000
17.1.2012 to
17.1.2016
Option holders do not have any rights to participate in any issues of shares or other interests in the
company or any other entity.
Except as disclosed above, there have been no unissued shares or interests under option of any
controlled entity within the Group during or since reporting date.
For details of options issued to directors and executives as remuneration, refer to the Remuneration
Report.
During the fi nancial year, no ordinary shares were issued as a result of the exercise of options.
Environmental regulation
The Company’s operations are not regulated by any signifi cant environmental regulation under a law
of the Commonwealth or of a State or Territory.
The directors are not aware of any particular or signifi cant environmental issues which have been
raised in relation to the Company’s operations during the fi nancial year. The directors are also not
aware of any breach in the environmental regulations in Singapore and Vietnam during the fi nancial
year.
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REMUNERATION REPORT (AUDITED)
This remuneration report, which forms part of the director’s report, sets out information about the
remuneration of the directors and executives for the year ended 31 August 2013.
Remuneration policy
The objective of the Group’s remuneration policy is to ensure reward for performance is competitive
and appropriate for the results delivered. The framework aligns remuneration with achievement of
strategic objectives and the creation of value to shareholders, and conforms to market best practice
for delivery of reward. The Board ensures that remuneration satisfi es the following key criteria for
good reward governance practices:
i)
ii)
iii)
iv)
v)
Competitiveness and reasonableness;
Acceptability to shareholders;
Performance linkage/alignment of executive compensation;
Transparency; and
Capital management.
The Group has structured an executive remuneration framework that is market competitive and
complimentary to the reward strategy of the Group.
Alignment to shareholders’ interest:
i)
ii)
Focuses on sustained growth in shareholder wealth; and
Attracts and retains high calibre executives.
Alignment to program participants’ interest:
i)
ii)
Rewards capability and experience; and
Provides a clear structure for earning rewards.
The joint Nomination and Remuneration Committee, consisting of at least two non-executive
directors, is responsible for making recommendations on remuneration policies and packages
applicable to Board members and for approval of remuneration for executive offi cers of the Group
taking into account the fi nancial position of the Consolidated Group. The Board remuneration policy
per the formal Charter is to ensure the remuneration package properly refl ects the person’s duties
and responsibilities, and that remuneration is competitive in attracting, retaining and motivating
people of the highest quality.
The Constitution of the Company specifi es that the aggregate remuneration of directors, other than
salaries paid to executive directors, shall be determined from time to time by general meeting. An
amount not exceeding the amount determined is divided between those directors as they agree.
The latest determination was at the Annual General Meeting held on 23 November 2009 when
shareholders approved an aggregate remuneration pool of A$200,000 per annum.
The Board as a whole determines the amount of the fees paid to each non-executive director. The
amount proposed to be paid to each non-executive director during the year is between A$15,000 -
A$25,000 (2012 : A$15,000 - A$25,000).
All directors and executives may be allocated options to acquire shares in the Group under the
Incentive Option Scheme approved by shareholders from time to time. The last such scheme was
approved by shareholders at the Annual General Meeting of shareholders held on 6 December 2010.
The options are subject to service conditions such that only a third of the options granted may be
exercised on or after the fi rst, second and third anniversary of the grant. Options expire at the earlier
of termination of employment or fi ve years after the grant date. The exercise price is set by the joint
Nomination and Remuneration Committee. The inputs to the option valuation methodology are set
out in Note 21.
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The Group’s policy for determining the nature and amounts of emoluments of board members and
key management personnel of the company is as follows:
Fixed remuneration for executives
The executive directors and key management personnel are employed under a contract detailing
their remuneration, service period and non-competition clauses. All executive directors and key
management personnel are employed on a continuing basis the terms of which are not expected
to change in the immediate future. Apart from retirement benefi ts which accrue under statute
(such as unpaid annual leave and pension benefi ts), there are no retirement benefi ts for executive
directors and key management personnel. The Company pays to the Singapore Central Provident
Fund (“CPF”) at the statutory employer’s contribution rate and salary sacrifi ced contributions and
therefore there are no future liabilities in respect of these payments.
Service contracts
The executive directors and key management personnel are employed under a contract detailing
their remuneration, service period and non-competition clauses. All executive directors and key
management personnel are employed on a continuing basis the terms of which are not expected
to change in the immediate future. Contracts can be terminated by AAMG at will in cases of severe
misconduct or breach of duties. Currently there are no formal service contracts in place for the non-
executive directors.
Performance based remuneration
Performance based remuneration has short-term and long-term incentive components. Short-
term organisational goals are managed with the use of performance bonuses. The criteria relate to
either achievement of individual performance targets, budget targets or achievement of year on
year growth of key fi nancial measures. The Board may, however, exercise its discretion in relation
to approving incentives, bonuses and options, and can recommend changes to the committee’s
recommendations.
Long-term organisational goals are aligned with key management personnel performance through
the use of options under the Group’s Incentive Option Scheme. Options are granted based on the
performance and contribution of the directors and executives. The exercise price is set by the joint
Nomination and Remuneration Committee. Shares issued to directors and executives are valued
as the diff erence between the market price of those shares and the amount paid by the director
and executive. Options are valued using the binomial option pricing methodology and expensed in
accordance with the vesting conditions.
Voting and comments made at the Company’s 2012 Annual General Meeting
AAMG received more than 99% of “yes” votes on its remuneration report for 2012 fi nancial year.
The Company did not receive any specifi c feedback at the AGM or throughout the year on its
remuneration practices.
Employment Details of Members of Key Management Personnel
The key management personnel of the Group during the fi nancial year ended 31 August 2013 are
listed below.
Directors:
Dato’ Dr Kai Chah Tan – Executive Director and Chairman
Ms Pamela Anne Jenkins – Executive Director
Mr Wing Kwan Teh - Non-Executive Director
Mr Evgeny Tugolukov - Non-Executive Director (appointed 3 June 2013)
Mr Heng Boo Fong - Independent Non-Executive Director
Mr Paul Vui Yung Lee - Independent Non-Executive Director (appointed 31 January 2013)
Ms Jeslyn Jacques Wee Kian Leong - Independent Non-Executive Director
Mr Harry Vui Khiun Lee - Independent Non-Executive Director (resigned 31 January 2013)
Other key management personnel:
Mr Cherinjit Kumar Shori – Group Chief Operating Offi cer
Mr Meng Yau Yeoh – Group Chief Financial Offi cer
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The skills, experience, expertise and tenure of each director and key management personnel are
disclosed in the profi le of directors and key management personnel sections respectively within the
Annual Report.
For personal use only
REMUNERATION REPORT (AUDITED)
The following table provides details of persons who were, during the fi nancial year, members of
key management personnel of the Consolidated Group. The table also illustrates the proportion of
remuneration that was performance and non-performance based and the proportion of remuneration
that was received in the form of options:
31 August 2013
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
Mr Wing Kwan Teh
Mr Evgeny Tugolukov
Mr Heng Boo Fong (1)
Mr Paul Vui Yong Lee (2)
Ms Jeslyn Jacques Wee
Kian Leong
Mr Cherinjit Kumar Shori
Mr Meng Yau Yeoh
Position
held as at 31
August 2013
Executive
Chairman /
Surgeon
Executive
Director
Non-
Executive
Director
Non-
Executive
Director
(appointed
on 3 June
2013)
Non-
Executive
Director
Non-
Executive
Director
(appointed
31 January
2013)
Non-
Executive
Director
Group Chief
Operating
Offi cer
Group Chief
Financial
Offi cer
Contract details
(duration &
termination)
Service
Agreement/In
accordance with
Constitution
Service
Agreement/In
accordance with
Constitution
In accordance
with Constitution
In accordance
with Constitution
In accordance
with Constitution
In accordance
with Constitution
In accordance
with Constitution
No fi xed term/
One month
No fi xed term/
One month
Proportion of elements
of remuneration related
to performance.
Proportion of
elements of
remuneration
not related to
performance
Non-salary
cash-based
incentives
Share/
Options
Fixed
salary/
Fees
Total
3%
12%
-
-
-
-
-
-
-
-
-
-
-
-
97%
100%
88%
100%
100%
100%
-
-
100%
100%
-
-
100%
100%
21%
4%
75%
100%
23%
4%
73%
100%
(1) Mr Heng Boo Fong is also the Chairman of the Audit Committee and member of the joint
Nomination and Remuneration Committee.
(2) Mr Paul Vui Yung Lee is also the Chairman of the joint Nomination and Remuneration Committee
and member of the Audit Committee.
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Remuneration Details for the Year Ended 31 August 2013
The following table of benefi ts and payment details, in respect of the fi nancial year, the components
of remuneration for each director and member of the key management personnel of the
Consolidated Group:
31 August 2013
S$
Dato’ Dr Kai Chah Tan
2,400,000
Ms Pamela Anne Jenkins
Mr Wing Kwan Teh
Mr Evgeny Tugolukov (2)
Mr Heng Boo Fong
Mr Harry Vui Khiun Lee (1)
Mr Paul Vui Yung Lee (2)
Ms Jeslyn Jacques Wee Kian
Leong
Mr Cherinjit Kumar Shori
Mr Meng Yau Yeoh
Cash salary
and fees
Cash
bonus
S$
65,000
65,000
-
-
-
-
-
-
474,000
27,586
-
27,586
18,568
-
12,379
Post
employment
benefi t
– Central
Provident
Fund
Long term
employee
benefi ts
- Share
Options
Total
S$
S$
S$
8,925
15,400
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,473,925
554,400
27,586
-
27,586
18,568
-
12,379
252,000
154,200
73,500
53,040
3,366,319
256,540
10,240
13,600
48,165
15,054
8,171
350,794
229,011
23,225
3,694,249
(1) Mr Harry Vui Khiun Lee resigned on 31 January 2013
(2) Mr Evgeny Tugolukov and Mr Paul Vui Yung Lee were appointed during the fi nancial year;
therefore there is no comparative fi gure.
Cash salary
and fees
Cash bonus
31 August 2012
Dato’ Dr Kai Chah Tan
Ms Pamela Anne Jenkins
S$
2,400,000
408,000
S$
60,000
60,000
15,128
26,045
9,633
-
-
-
-
-
Post
employment
benefi t–
Central
Provident
Fund
S$
7,501
10,001
-
-
-
-
Long term
employee
benefi ts
- Share
Options
S$
-
-
-
-
-
-
Total
S$
2,467,501
478,001
15,128
26,045
9,633
-
348,176
200,479
3,544,963
252,000
142,200
3,253,006
63,000
36,000
219,000
16,694
13,334
47,530
16,482
8,945
25,427
Mr Wing Kwan Teh
Mr Heng Boo Fong
Mr Harry Vui Khiun Lee
Ms Jeslyn Jacques Wee
Kian Leong
Mr Cherinjit Kumar Shori
Mr Meng Yau Yeoh
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REMUNERATION REPORT (AUDITED)
Options and Rights Granted
All directors and executives may be allocated options to acquire shares in the Group under the
Incentive Option Scheme approved by shareholders from time to time. The last such scheme was
approved by shareholders at the Annual General Meeting of shareholders held on 6 December 2010.
Grant details
For the fi nancial year ended
31 August 2013
Overall
Date
No.
Value $
(Note 1)
Exercised
no.
Exercised
$
Lapsed
no.
Lapsed
$
Vested
no.
Vested
%
Unvested
%
Lapsed
%
Group Key
Management
Personnel
Mr Cherinjit
Kumar Shori
Mr Meng Yau
Yeoh
17.1.2011 842,000 41,562
17.1.2011 457,000 22,559
-
-
-
-
-
-
-
-
-
-
-
-
561,000 67%
33%
304,000 67%
33%
-
-
865,000
Note 1
The value of options granted as remuneration and as shown in the above table has been
determined in accordance with applicable accounting standards.
Indemnifi cation and insurance of offi cers
The Company is required to indemnify the directors and other offi cers of the Company against any
liabilities incurred by the directors and offi cers that may arise from their position as directors and
offi cers of the Company. No costs were incurred during the year pursuant to this indemnity.
The Company has entered into deeds of indemnity with each director whereby, to the extent
permitted by the Corporations Act 2001, the Company agreed to indemnify each director against all
loss and liability incurred as an offi cer of the Company, including all liability in defending any relevant
proceedings.
Since the end of the previous year the Company has paid insurance premiums in respect of directors’
and offi cers’ liability and legal expenses’ insurance contracts.
The terms of the policies prohibit disclosure of details of the amount of the insurance cover, the
nature thereof and the premium paid.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Company or to intervene in any proceedings to which the Company
is a party for the purpose of taking responsibility on behalf of the Company for all or part of those
proceedings. There were no such proceedings brought or interventions on behalf of the Company
with leave from the Court under section 237 of the Corporations Act 2001.
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Non-audit services
During the year, Grant Thornton, the Group’s auditors, performed certain other services in addition to
their statutory audit duties.
The Board has considered the non-audit services provided during the year by the auditor and, in
accordance with written advice provided by resolution of the Audit Committee, is satisfi ed that the
provision of those non-audit services during the year is compatible with, and did not compromise,
the auditor independence requirements of the Corporations Act 2001 for the following reasons:
• All non-audit services were subject to the corporate governance procedures adopted by the
Group and have been reviewed by the Audit Committee to ensure they do not impact upon the
impartiality and objectivity of the auditor; and
• The non-audit services do not undermine the general principles relating to auditor independence
as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve
reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity
for the Group, acting as an advocate for the Group or jointly sharing risks and rewards.
Details of the amounts paid to the auditors of the Group, Grant Thornton, and its related practices
for audit and non-audit services provided during the year are set out in note 7 to the Financial
Statements.
Auditor’s Independence Declaration
A copy of the auditor’s independence declaration as required by section 307C of the Corporations
Act 2001 for the year ended 31 August 2013 has been received as set out immediately following the
end of the Directors’ report.
The Report of Directors is signed in accordance with a resolution of the Board of Directors.
p
g
Dato’ Dr Kai Chah Tan
Dato’ Dr Kai Chah Tan
Executive Chairman
1 November 2013
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Level 1,
67 Greenhill Rd
Wayville SA 5034
Correspondence to:
GPO Box 1270
Adelaide SA 5001
T 61 8 8372 6666
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E info.sa@au.gt.com
W www.grantthornton.com.au
AUDITOR’S INDEPENDENCE DECLARATION
TO THE DIRECTORS OF ASIAN AMERICAN MEDICAL GROUP LIMITED
In accordance with the requirements of section 307C of the Corporations Act 2001,
as lead auditor for the audit of Asian American Medical Group Limited for the year
ended 31 August 2013, I declare that, to the best of my knowledge and belief, there
have been:
a
b
no contraventions of the auditor independence requirements of the
Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to
the audit.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
S J Gray
Director – Audit & Assurance
Adelaide, 1 November 2013
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Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
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Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a
current scheme applies.
Our Ref: Asian American Medical Group_Aug 13.Docx
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For personal use only
Asian American
Medical Group Limited
(formerly known as Asian Centre for Liver Diseases and Transplantation Limited)
ABN NUMBER 42 091 559 125
Financial Statements for the year ended
31 August 2013
For personal use only Consolidated statement of profi t or
loss and other comprehensive income
For the year ended 31 August 2013
Consolidated Group
Year ended
Year ended
Note
31 August
2013
31 August
2012
S$
S$
2
2
3
4
5
19,399,378
24,049,814
67,033
56,216
37,090
55,128
(2,124,813)
(2,070,616)
(8,721,636)
(11,045,304)
(6,632,480)
(6,345,011)
(586,095)
(600,087)
(143,220)
(146,604)
(78,081)
(50,806)
-
(4,326)
59,473
(6,358)
(900,688)
(909,971)
331,288
(99,865)
3,026,748
(520,532)
231,423
2,506,216
(20,696)
8,625
Revenue
Other operating income
Changes in inventories
Inventories
Purchase services
Employment benefi ts expense
Operating lease expense
Depreciation and amortisation expenses
Directors’ fees
Gain on disposal of subsidiary
Finance expense
Other expenses
Profi t before income tax
Income tax expense
Profi t for the year
Other comprehensive income:
Items that may be reclassifi ed to Profi t or Loss:
Net eff ect of foreign currency translation
Total comprehensive income for the year
210,727
2,514,841
Profi t attributable to :
Members of the parent entity
Non-controlling interest
Total comprehensive income attributable to :
Members of the parent entity
Non-controlling interest
Earnings per share
From continuing operations:
Basic earnings per share (S cents)
Diluted earnings per share (S cents)
231,423
-
2,537,771
(31,555)
231,423
2,506,216
210,727
2,548,043
-
(33,202)
210,727
2,514,841
9
9
0.12
0.12
1.35
1.34
These fi nancial statements should be read in conjunction with the accompany notes.
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Consolidated statement of
fi nancial position
As at 31 August 2013
Current assets
Cash and cash equivalents
Trade and other receivables
Balance with related party
Inventories
Total current assets
Non-current assets
Plant and equipment
Intangible assets
Balance with related party
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Finance lease liabilities
Current tax liabilities
Total current liabilities
Non-current liabilities
Finance lease liabilities
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Retained earnings
Total equity
Note
Consolidated Group
2013
S$
2012
S$
10
11
12
13
14
15
12
16
18
17
18
17
19
20
7,317,924
3,472,770
-
373,019
4,392,953
4,248,855
360,817
316,803
11,163,713
9,319,428
594,063
266,123
320,765
1,180,951
12,344,664
284,565
266,123
-
550,688
9,870,116
4,207,918
4,555,800
49,059
141,028
47,025
527,965
4,398,005
5,130,790
29,580
17,645
47,225
78,639
38,492
117,131
4,445,230
5,247,921
7,899,434
4,622,195
4,267,495
69,992
266,133
67,575
3,561,947
4,288,487
7,899,434
4,622,195
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These fi nancial statements should be read in conjunction with the accompany notes.
For personal use only
Consolidated statement of changes
in equity
For year ended 31 August 2013
Issued
Capital
Retained
Earnings
Reserve
for own
shares
Foreign
Currency
Translation
Reserve
Employee
share
option
reserve
Non-
controlling
interest
Total
S$
S$
S$
S$
S$
S$
S$
Balance at 1.9.2011
266,133 2,482,040 (2,883)
16,407
15,469
(20,119) 2,757,047
Total
comprehensive
income for the year
Employee share
option
Shares sold during
the year
Non-controlling
interest on
acquisition of
subsidiary
Transfer to gain
on disposal of
subsidiary
-
-
-
2,537,771
-
-
Dividend paid (note
8)
-
(731,324)
Balance at
31.8.2012
266,133 4,288,487
Balance at 1.9.2012
266,133 4,288,487
Total
comprehensive
income for the year
Employee share
option
Shares issued
during the year
Dividend paid
(note 8)
Balance at
31.8.2013
-
-
4,001,362
231,423
-
-
-
(957,963)
4,267,495 3,561,947
-
-
2,883
-
-
-
-
-
-
-
-
-
10,272
-
(33,202) 2,514,841
-
25,427
-
-
-
-
-
-
-
25,427
2,883
-
53,321
53,321
-
(731,324)
26,679
40,896
- 4,622,195
26,679
40,896
- 4,622,195
(20,696)
-
-
-
-
23,113
-
-
-
-
210,727
23,113
- 4,001,362
- (957,963)
5,983
64,009
- 7,899,434
These fi nancial statements should be read in conjunction with the accompany notes.
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Consolidated st atement of cash fl ows
For year ended 31 August 2013
Consolidated Group
Year ended
Year ended
Note
31 August 2013
31 August 2012
S$
S$
20,214,587
20,510,291
(19,343,474)
(20,219,339)
(507,649)
(315,109)
24a
363,464
(24,157)
Cash fl ows from operating activities
Receipts from customers
Payments to suppliers and employees
Income tax paid
Net cash provided by/ (used in)
operating activities
Cash fl ows from investing activities
Purchase of property, plant and equipment
14a
Interest received
Disposal of subsidiary
Net cash used in investing activities
Cash fl ows from fi nancing activities
Proceeds from issue of new shares
Repayment of fi nance lease liabilities
Proceeds from sale of treasury shares
Fixed deposit pledged
Dividends paid
Finance cost
Net cash generated from/ (used in)
fi nancing activities
Net change in cash and cash equivalents held
Cash and cash equivalents at beginning of
fi nancial year
Eff ect of exchange rate change on cash held in
foreign currencies
8
3
(452,718)
33,980
-
(418,738)
4,001,362
(47,025)
-
(1,500,000)
(957,963)
(4,326)
(5,710)
9,161
(6,273)
(2,822)
-
(44,990)
5,766
(696)
(731,324)
(6,358)
1,492,048
(777,602)
1,436,774
(804,581)
4,271,067
5,054,285
(11,803)
21,363
Cash and cash equivalents at end of fi nancial
year
10
5,696,038
4,271,067
These fi nancial statements should be read in conjunction with the accompany notes.
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Notes to the fi nancial statements
For the year ended 31 August 2013
1
Statement of signifi cant accounting policies
This fi nancial report includes the consolidated fi nancial statements and notes of Asian American
Medical Group Limited (“AAMG”) and controlled entities (“Consolidated Group” or “Group”).
(a) Basis of preparation
The fi nancial report is a general purpose fi nancial report that has been prepared in accordance
with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative
pronouncements of the Australian Accounting Standards Board (“AASB”) and the Corporations
Act 2001. AAMG is a for-profi t entity for the purpose of preparing the fi nancial statements.
Australian Accounting Standards set out accounting policies that the AASB has concluded
would result in a fi nancial report containing relevant and reliable information about transactions,
events and conditions. Compliance with Australian Accounting Standards ensures that the
fi nancial statements and notes also comply with International Financial Reporting Standards.
Material accounting policies adopted in the preparation of this fi nancial report are presented
below and have been consistently applied unless otherwise stated.
The fi nancial report has been prepared on an accruals basis and is based on historical costs,
modifi ed, where applicable, by the measurement at fair value of selected non-current assets,
fi nancial assets and fi nancial liabilities.
AAMG is a company domiciled in Australia.
The consolidated fi nancial report is presented in Singapore Dollars (“SGD”) as a signifi cant
portion of the group’s activity is denominated in Singapore Dollars.
These consolidated fi nancial statements have been approved for issue by the Board of Directors
on 1 November 2013.
(b) Principles of consolidation
A controlled entity is any entity over which AAMG has the power to govern the fi nancial and
operating policies so as to obtain benefi ts from its activities. In assessing the power to govern,
the existence and eff ect of holdings of actual and potential voting rights are considered.
A list of controlled entities is contained in Note 22 to the fi nancial statements. All controlled
entities have a 31 August fi nancial year end.
As at reporting date, the assets and liabilities of all controlled entities have been incorporated
into the consolidated fi nancial statements as well as their results for the year then ended.
Where controlled entities have entered the Consolidated Group during the year, their operating
results have been included from the date control was obtained.
All inter-group balances and transactions between entities in the Consolidated Group, including
any unrealised profi ts or losses, have been eliminated on consolidation. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with those adopted by
the parent entity.
Accounting policies of subsidiaries are consistent with those adopted by the parent entity.
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1. STATEMENT OF SIGNIFICANT
ACCOUNTING POLICIES
Cont’d
(c) Changes in ownership interests
The group treats transactions with non-controlling interests that do not result in a loss of
control as transactions with equity owners of the group. A change in ownership interest results
in an adjustment between the carrying amounts of the controlling and non-controlling interests
to refl ect their relative interests in the subsidiary. Any diff erence between the amount of the
adjustment to non-controlling interests and any consideration paid or received in recognised in
a separate reserve within equity attributable to owners of AAMG.
When the group ceases to have control, joint control or signifi cant infl uence, any retained
interest in the entity is re-measured to its fair value with the change in carrying amount
recognised in profi t or loss. The fair value is the initial carrying amount for the purposes of
subsequently accounting for the retained interest as an associate, jointly controlled entity or
fi nancial asset. In addition, any amounts previously recognised in other comprehensive income
in respect of that entity are accounted for as if the group had directly disposed of the related
assets or liabilities. This may mean that amounts previously recognised in other comprehensive
income are reclassifi ed to profi t or loss.
(d) Business combinations
Business combinations occur where an acquirer obtains controls over one or more businesses
and results in the consolidation of its assets and liabilities.
A business combination is accounted for by applying the acquisition method, unless it is a
combination involving entities or businesses under common control. The acquisition method
requires that for each business combination one of the combining entities must be identifi ed
as the acquirer (i.e. parent entity). The business combination will be accounted for as at the
acquisition date, which is the date that control over the acquiree is obtained by the parent
entity. At this date, the parent shall recognise, in the consolidated accounts, and subject to
certain limited exceptions, the fair value of the identifi able assets acquired and liabilities
assumed. In addition, contingent liabilities of the acquiree will be recognised where a present
obligation has been incurred and its fair value can be reliably measured.
The acquisition may result in the recognition of goodwill (refer Note 1(k)) or a gain from a
bargain purchase. The method adopted for the measurement of goodwill will impact on the
measurement of any non-controlling interest to be recognised in the acquiree where less than
100% ownership interest is held in the acquiree.
The acquisition date fair value of the consideration transferred for a business combination plus
the acquisition date fair value of any previously held equity interest shall form the cost of the
investment in the separate fi nancial statements. Consideration may comprise the sum of the
assets transferred by the acquirer, liabilities incurred by the acquirer to the former owners of the
acquiree and the entity interest issued by the acquirer.
Reverse acquisition, where the cost of the business combination is deemed to have been
incurred by the legal subsidiary (i.e. the acquirer for accounting purposes) in the form of equity
instruments issued to the owners of the legal parent (i.e. the acquiree for accounting purposes),
are accounted for under AASB 3: Business Combinations. The method calculates the fair value
of the instruments issued by the legal parent on the basis of existing instruments of the legal
subsidiary.
All transaction costs incurred in relation to the business combination are expensed to the
statement of profi t or loss and other comprehensive income.
Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s
profi t or loss and net assets that is not held by the Group. The Group attributes total
comprehensive income or loss of subsidiaries between the owners of the parent and the non-
controlling interests based on their respective ownership interests.
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Notes to the fi nancial statements
(e) Income tax
The income tax expense (benefi t) for the year comprises current income tax expense (benefi t)
and deferred tax expense (benefi t).
Current income tax expense charged to the profi t or loss is the tax payable on taxable income
calculated using applicable income tax rates that have been enacted, or substantially enacted,
as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts
expected to be paid to (recovered from) the relevant taxation authority.
Deferred income tax expense refl ects movements in deferred tax asset and deferred tax liability
balances during the year as well unused tax losses.
Current and deferred income tax expense (benefi t) is charged or credited directly to equity
instead of the profi t or loss when the tax relates to items that are credited or charged directly to
equity.
Deferred tax assets and liabilities are ascertained based on temporary diff erences arising
between the tax bases of assets and liabilities and their carrying amounts in the fi nancial
statements. Deferred tax assets also result where amounts have been fully expensed but
future tax deductions are available. No deferred income tax will be recognised from the initial
recognition of an asset or liability, excluding a business combination, where there is no eff ect on
accounting or taxable profi t or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to
the period when the asset is realised or the liability is settled, based on tax rates enacted or
substantively enacted at reporting date. Their measurement also refl ects the manner in when
management expects to recover or settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary diff erences and unused tax losses are recognised
only to the extent that it is probable that future taxable profi t will be available against which the
benefi ts of the deferred tax asset can be utilised.
The amount of benefi ts brought to account or which may be realised in the future is based on
the assumption that no adverse change will occur in income tax legislation and the anticipation
that the Company will derive suffi cient future assessable income to enable the benefi t to be
realised and comply with the conditions of deductibility imposed by the law.
(f) Inventories
Inventories are measured at the lower of cost and net realisable value.
The cost of inventories includes direct costs associated with the purchase of inventory including
transportation costs.
(g) Plant & equipment
Each class of plant and equipment is carried at cost or fair value as indicated less, where
applicable, any accumulated depreciation and impairment losses.
Plant and equipment are measured on the cost basis less depreciation and impairment losses.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not
in excess of the recoverable amount from these assets. The recoverable amount is assessed on
the basis of the expected net cash fl ows that will be received from the asset’s employment and
subsequent disposal. The expected net cash fl ows have been discounted to their present values
in determining recoverable amounts.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset,
as appropriate, only when it is probable that future economic benefi ts associated with the item
will fl ow to the Group and the cost of the item can be measured reliably. All other repairs and
maintenance are charged to the statement of profi t or loss and other comprehensive income
during the fi nancial year in which they are incurred.
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1. STATEMENT OF SIGNIFICANT
ACCOUNTING POLICIES
Cont’d
Depreciation
The depreciation of all fi xed assets is depreciated on a straight line basis over the asset’s useful
life to the Consolidated Group commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
Class of fi xed asset
Offi ce equipment
Medical equipment
Computers
Furniture and fi ttings
Renovations
Depreciation Rate
5 years
5 years
5 years
5 years
5 years
The asset’s residual values and useful lives are reviewed and adjusted if appropriate, at the end
of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount.
These gains and losses are included in the statement of profi t or loss and other comprehensive
income.
(h) Leases
Lease payments for operating leases, where substantially all the risks and benefi ts remain with
the lessor, are charged as expenses in the periods in which they are incurred.
In accordance with AASB 117 Leases, the economic ownership of a leased asset is transferred
to the lessee if the lessee bears substantially all the risks and rewards related to the ownership
of the leased asset. The related asset is then recognised at the inception of the lease at
the fair value of the leased asset or, if lower, the present value of the lease payments plus
incidental payments, if any. A corresponding amount is recognised as a fi nance leasing liability,
irrespective of whether some of these lease payments are payable up-front at the date of
inception of the lease. Leases of land and buildings are classifi ed separately and are split into a
land and a building element, in accordance with the relative fair values of the leasehold interests
at the date the asset is recognised initially.
Depreciation methods and useful lives for assets held under fi nance lease agreements
correspond to those applied to comparable assets which are legally owned by the Group. The
corresponding fi nance leasing liability is reduced by lease payments less fi nance charges, which
are expensed as part of fi nance costs.
The interest element of leasing payments represents a constant proportion of the capital
balance outstanding and is charged to profi t or loss over the period of the lease.
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Notes to the fi nancial statements
(i) Financial instruments
Initial recognition and measurement
Financial assets and fi nancial liabilities are recognised when the entity becomes a party to
the contractual provisions to the instrument. For fi nancial assets, this is equivalent to the
date that the company commits itself to either the purchase or sale of the asset (i.e. trade
date accounting is adopted). Financial instruments are initially measured at fair value plus
transaction costs except where the instrument is classifi ed “at fair value through profi t or loss”
in which case transaction costs are expensed to the profi t or loss immediately.
Classifi cation and subsequent measurement
Financial instruments are subsequently measured at either fair value, amortised cost using
the eff ective interest rate method or cost. Fair value represents the amount for which an
asset could be exchanged, or a liability settled, between knowledgeable willing parties. Where
available, quoted prices in an active market are used to determine fair value.
The Group does not designate any interest in subsidiaries, associates or joint venture entities as
being subject to the requirements of accounting standards specifi cally applicable to fi nancial
instruments.
(i) Loans and receivables
Loans and receivables are non-derivative fi nancial assets with fi xed or determinable payments
that are not quoted in an active market and are subsequently measured at amortised cost.
(ii) Held-to-maturity investments
These investments are non-derivative fi nancial assets that have fi xed maturities and fi xed or
determinable payments, and it is the Group’s intention to hold these investments to maturity.
They are subsequently measured at amortised cost.
(iii) Available for sale fi nancial assets
Available for sale fi nancial assets are non-derivative assets that are either not suitable to be
classifi ed into other categories of fi nancial assets due to their nature or they are designated as
such by management. They comprise investments in the equity of other entities where there is
neither a fi xed maturity nor fi xed or determinable payments.
Available for sale fi nancial assets are included in non-current assets, except for those which are
expected to mature within 12 months after the end of the reporting year.
(iv) Financial liabilities
Non-derivative fi nancial liabilities (excluding fi nancial guarantees) are subsequently measured at
amortised cost.
(v) Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation
techniques are applied to determine the fair value for all unlisted securities, including recent
arm’s length transactions, reference to similar instruments and option pricing models.
Impairment
At each reporting date, the Group assesses whether there is objective evidence that a fi nancial
instrument has been impaired.
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash fl ows expires
or the asset is transferred to another party whereby the entity no longer has any signifi cant
continuing involvement in the risks and benefi ts associated with the asset. Financial liabilities
are derecognised where the related obligations are either discharged, cancelled or expired. The
diff erence between the carrying value of the fi nancial liability extinguished or transferred to
another party and the fair value of consideration paid, including the transfer of non-cash assets
or liabilities assumed, is recognised in profi t or loss.
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1. STATEMENT OF SIGNIFICANT
ACCOUNTING POLICIES
Cont’d
(j)
Impairment of assets
At each reporting date, the Group reviews the carrying values of its tangible and intangible
assets to determine whether there is any indication that those assets have been impaired. If
such an indication exists, the recoverable amount of the asset, being the higher of the asset’s
fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess
of the asset’s carrying value over its recoverable amount is expensed to the statement of profi t
or loss and other comprehensive income.
Impairment testing is performed annually for goodwill.
(k) Intangibles
Goodwill
Goodwill is carried at cost less accumulated impairment losses. Goodwill is calculated as the
excess of the sum of:
(i) the consideration transferred;
(ii) any non-controlling interest; and
(iii) the acquisition date fair value of any previously held equity interests
over the acquisition date fair value of net identifi able assets acquired. Goodwill on acquisition of
subsidiaries is included in intangible assets.
Goodwill is tested for impairment annually and is allocated to the Group’s cash generating
units or groups of cash generating units, which represent the lowest level at which goodwill is
monitored by where such level is not larger than an operating segment.
(l) Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the Group’s entities is measured using the currency of
the primary economic environment in which that entity operates. The consolidated fi nancial
statements are presented in Singapore dollars which is the Group’s functional and presentation
currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates
prevailing at the date of the transaction. Foreign currency monetary items are translated at the
year-end exchange rate. Non-monetary items measured at historical cost continue to be carried
at the exchange rate at the date of the transaction. Non-monetary items measured at fair value
are reported at the exchange rate at the date when fair values were determined.
Exchange diff erences arising on the translation of monetary items are recognised in the
statement of profi t or loss and other comprehensive income, except where deferred in equity as
a qualifying cash fl ow or net investment hedge.
Exchange diff erences arising on the translation of non-monetary items are recognised directly in
equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange
diff erence is recognised in the statement of profi t or loss and other comprehensive income.
Group companies
The fi nancial results and position of foreign operations whose functional currency is diff erent
from the Group’s presentation currency are translated as follows:
• assets and liabilities are translated at year-end exchange rates prevailing at
•
•
that reporting date;
income and expenses are translated at average exchange rates for the year; and
retained earnings are translated at the exchange rates prevailing at the date of the
transaction.
Exchange diff erences arising on the translation of foreign operations are transferred directly
to the Group’s foreign currency translation reserve in the statement of profi t or loss and other
comprehensive income. These diff erences are recognised in the statement of profi t or loss and
other comprehensive income in the year in which the operation is disposed.
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Notes to the fi nancial statements
(m) Employee benefi ts
Provision is made for the Group’s liability for employee benefi ts arising from services rendered
by employees to balance date. Employee benefi ts that are expected to be settled within one
year are measured at the amounts expected to be paid when the liability is settled, plus related
on-costs. Employee benefi ts payable later than one year are measured at the present value
of the estimated future cash outfl ows to be made for those benefi ts. Those cash fl ows are
discounted using market yields on national government bonds with terms to maturity that
match the expected timing of cash fl ows.
Central Provident Fund (“CPF”) contributions: The Group makes contributions to the Central
Provident Fund scheme in Singapore, a defi ned contribution post-employment or pension
scheme. Contributions to post-employment benefi ts under defi ned contribution plans are
recognised as an expense in the statement of profi t or loss and other comprehensive income as
incurred.
Equity-settled compensation: The Group operates equity-settled share-based payment
employee share and option schemes. The fair value of the equity to which employees become
entitled is measured at grant date and recognised as an expense over the vesting period, with
a corresponding increase to an equity account. The fair value of shares is ascertained as the
market bid price. The fair value of options is ascertained using a binomial option pricing model
which incorporates all market vesting conditions. The number of shares and options expected
to vest is reviewed and adjusted at the end of each reporting date such that the amount
recognised for services received as consideration for the equity instruments granted shall be
based on the number of equity instruments that eventually vest.
(n) Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of
past events, for which it is probable that an outfl ow of economic benefi ts will result and that
outfl ow can be reliably measured.
(o) Cash and cash equivalents
Cash and cash equivalents includes cash on hand, demand deposits held with banks, other
short-term highly liquid investments that are readily convertible to known amounts of cash and
which are subject to an insignifi cant risk of changes in values.
(p) Revenue and other income
Revenue is measured at the fair value of the consideration received or receivable. Revenue from
sale of goods or rendering of a service is recognised upon delivery of the goods or service.
Interest revenue is recognised using the eff ective interest rate method, which, for fl oating rate
fi nancial assets, is the rate inherent in the instrument.
All revenue is stated net of goods and services tax (“GST”).
(q) Trade and other payables
Trade and other payables represent the liability outstanding at the end of the reporting year for
goods and services received by the Group during the reporting year which remains unpaid, The
balance is recognised as a current liability with the amount being normally paid within 30 days
of initial recognition.
(r) Goods and services tax
Revenues, expenses and assets are recognised net of the amount of GST, except where the
amount of GST incurred is not recoverable from the Australian Tax Offi ce (“ATO”) or Inland
Revenue Authority of Singapore (“IRAS”). In these circumstances the GST is recognised as part
of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated in the statement of fi nancial position inclusive of GST.
The net amount of GST recoverable from, or payable to, the ATO or IRAS is included as a
current asset or liability in the statement of fi nancial position.
Cash fl ows are included in the statement of cash fl ows on a gross basis. The GST components
of cash fl ows arising from investing and fi nancing activities which are recoverable from, or
payable to, the ATO or IRAS are classifi ed as operating cash fl ows.
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1. STATEMENT OF SIGNIFICANT
ACCOUNTING POLICIES
Cont’d
(s) Share-based employee remuneration
The Group operates equity-settled share-based remuneration plans for its employees. None of
the Group’s plans feature any options for a cash settlement.
All goods and services received in exchange for the grant of any share-based payment are
measured at their fair values. Where employees are rewarded using share-based payments,
the fair values of employees’ services are determined indirectly by reference to the fair value of
the equity instruments granted. This fair value is appraised at the grant date and excludes the
impact of non-market vesting conditions (for example profi tability and sales growth targets and
performance conditions).
All share-based remuneration is ultimately recognised as an expense in profi t or loss with a
corresponding credit to ‘share option reserve’.
If vesting periods or other vesting conditions apply, the expense is allocated over the vesting
period, based on the best available estimate of the number of share options expected to vest.
Non-market vesting conditions are included in assumptions about the number of options
that are expected to become exercisable. Estimates are subsequently revised if there is any
indication that the number of share options expected to vest diff ers from previous estimates.
Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment
is made to any expense recognised in prior periods if share options ultimately exercised are
diff erent to that estimated on vesting.
Upon exercise of share options, the proceeds received net of any directly attributable
transaction costs up are allocated to share capital.
(t) Transaction costs on the issue of equity instruments
Transaction costs arising from the issue of equity instruments are recognised directly in equity
as a reduction of the proceeds of the equity instruments to which the costs relate. Transaction
costs are the costs that are incurred directly in connection with the issue of those equity
instruments and which would not have been incurred had those instruments not been issued.
(u) Comparative fi gures
When required by Accounting Standards, comparative fi gures have been adjusted to conform
to changes in presentation for the current fi nancial year.
(v) Standards and Interpretations issued but not yet eff ective
At the date of authorisation of the fi nancial report, the following Standards and Interpretations
were in issue, but not yet eff ective.
(i) AASB 9 Financial Instruments, AASB 2009-11 Amendments to Australian Accounting
Standards arising from AASB 9, AASB 2010-7 Amendments to Australian Accounting Standards
arising from AASB 9 (December 2010) and AASB 2012-6 Amendments to Australian Accounting
Standards – Mandatory Eff ective Date of AASB 9 and Transition Disclosures (eff ective from 1
January 2015)
AASB 9 introduces new requirements for the classifi cation and measurement of fi nancial assets
and liabilities.
These requirements improve and simplify the approach for classifi cation and measurement of
fi nancial assets compared with the requirements of AASB 139. The main changes are:
• Financial assets that are debt instruments will be classifi ed based on (1) the objective of the
entity’s business model for managing the fi nancial assets; and (2) the characteristics of the
contractual cash fl ows.
• Allows an irrevocable election on initial recognition to present gains and losses on
investments in equity instruments that are not held for trading in other comprehensive
income (instead of in profi t or loss).
• Dividends in respect of these investments that are a return on investment can be recognised
in profi t or loss and there is no impairment or recycling on disposal of the instrument.
• Financial assets can be designated and measured at fair value through profi t or loss at initial
recognition if doing so eliminates or signifi cantly reduces a measurement or recognition
inconsistency that would arise from measuring assets or liabilities, or recognising the gains
and losses on them, on diff erent bases.
• Where the fair value option is used for fi nancial liabilities the change in fair value is to be
accounted for as follows;
– The change attributable to changes in credit risk are presented in other comprehensive
income (OCI) and;
– The remaining change is presented in profi t or loss.
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Notes to the fi nancial statements
There will be no impact on the Group’s accounting for fi nancial liabilities, as the new
requirements only aff ect the accounting for fi nancial liabilities that are designated at fair value
through profi t or loss and the Group does not have any such liabilities. The de-recognition rules
have been transferred from AASB 139 Financial Instruments: Recognition and Measurement and
have not been changed. The Group has not yet decided when to adopt AASB 9.
(ii) AASB 10 Consolidated Financial Statements, AASB 11 Joint Arrangements, AASB 12
Disclosure of Interests in Other Entities, revised AASB 127 Separate Financial Statements, AASB
128 Investments in Associates and Joint Ventures, AASB 2011-7 Amendments to Australian
Accounting Standards arising from the Consolidation and Joint Arrangements Standards and
AASB 2012-10 Amendments to Australian Accounting Standards – Transition Guidance and
Other Amendments (eff ective 1 January 2013)
AASB 10 replaces all of the guidance on control and consolidation in AASB 127 Consolidated
and Separate Financial Statements, and Interpretation 12 Consolidation – Special Purpose
Entities.
The core principle that a consolidated entity presents a parent and its subsidiaries as if they are
a single economic entity remains unchanged, as do the mechanics of consolidation. However,
the standard introduces a single defi nition of control that applies to all entities. It focuses on the
need to have both power and rights or exposure to variable returns. Power is the current ability
to direct the activities that signifi cantly infl uence returns. Returns must vary and can be positive,
negative or both. Control exists when the investor can use its power to aff ect the amount of its
returns.
When this standard is fi rst adopted for the year ended 31 August 2014, there will be no impact
on the transactions and balances recognised in the fi nancial statements.
AASB 11 replaces AASB 131 Interests in Joint Ventures and AASB Interpretation 113 Jointly-
controlled Entities – Non-monetary Contributions by Ventures. AASB 11 uses the principle of
control in AASB 10 to defi ne joint control, and therefore the determination of whether joint
control exists may change.
In addition, AASB 11 removes the option to account for jointly-controlled entities using
proportionate consolidation. Instead, accounting for a joint arrangement is dependent on the
nature of the rights and obligations arising from the arrangement. Joint operations that give
the venturers a right to the underlying assets and obligations for liabilities are accounted for
by recognising the share of those assets and liabilities. Joint ventures that give the venturers a
right to the net assets are accounted for using the equity method.
When this standard is fi rst adopted for the year ended 31 August 2014, there will be no
impact on transactions and balances recognised in the fi nancial statements because the joint
arrangements in place relate to joint operations.
AASB 12 sets out the required disclosures for entities reporting under the two new standards,
AASB 10 and AASB 11, and replaces the disclosure requirements currently found in AASB 127
and AASB 128. Application of this standard by the Group will not aff ect any of the amounts
recognised in the fi nancial statements, but will impact the type of information disclosed in
relation to the Group’s investments.
Amendments to AASB 128 provide clarifi cation that an entity continues to apply the equity
method and does not remeasure its retained interest as part of ownership changes where a
joint venture becomes an associate, and vice versa. The amendments also introduce a “partial
disposal” concept.
When this standard is fi rst adopted for the year ended 31 August 2014, there will be no impact
on the transactions and balances recognised in the fi nancial statements.
(iii) AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting
Standards arising from AASB 13 (eff ective 1 January 2013)
AASB 13 explains how to measure fair value and aims to enhance fair value disclosures.
Application of the new standard will impact the type of information disclosed in the notes to
the fi nancial statements.
The Group is yet to undertake a detailed analysis of the diff erences between the current fair
valuation methodologies used and those required by AASB 13. However, when this standard
is adopted for the fi rst time for the year ended 31 August 2014, there will be no impact on
the fi nancial statements because the revised fair value measurement requirements apply
prospectively from 1 January 2013.
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1. STATEMENT OF SIGNIFICANT
ACCOUNTING POLICIES
Cont’d
(iv) Revised AASB 119 Employee Benefi ts and AASB 2011-10 Amendments to Australian
Accounting Standards arising from AASB 119 (September 2011)
The AASB released a revised standard on accounting for employee benefi ts. It requires the
recognition of all re-measurements of defi ned benefi t liabilities/assets immediately in other
comprehensive income (removal of the so-called ‘corridor’ method), the immediate recognition
of all past service cost in profi t or loss and the calculation of a net interest expense or income
by applying the discount rate to the net defi ned benefi t liability or asset. This replaces the
expected return on plan assets that is currently included in profi t or loss. The standard also
introduces a number of additional disclosures for defi ned benefi t liabilities/assets and could
aff ect the timing of the recognition of termination benefi ts. The amendments will have to be
implemented retrospectively.
The Group does not have any defi ned benefi t plans. Therefore, these amendments will have no
impact on the Group/Company.
(v) AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key
Management Personnel Disclosure Requirements
The Standard amends AASB 124 Related Party Disclosures to remove the individual key
management personnel (KMP) disclosures required by Australian specifi c paragraphs.
This amendment refl ects the AASB’s view that these disclosures are more in the nature of
governance disclosures that are better dealt within the legislation, rather than by the accounting
standards.
When these amendments are fi rst adopted for the year ending 31 August 2014, they are unlikely
to have any signifi cant impact on the Group.
(vi) AASB 2012-2 Amendments to Australian Accounting Standards – Disclosures – Off setting
Financial Assets and Financial Liabilities
This Standard amends the required disclosures in AASB 7 to include information that will enable
users of an entity’s fi nancial statements to evaluate the eff ect or potential eff ect of netting
arrangements, including rights of set-off associated with the entity’s recognised fi nancial assets
and recognised fi nancial liabilities, on the entity’s fi nancial position.
This Standard also amends AASB 132 to refer to the additional disclosures added to AASB 7 by
this Standard.
When this AASB 2012-2 is fi rst adopted for the year ended 31 August 2014, there will be no
impact on the Group as the Group does not have any netting arrangements in place.
(vii) AASB 2012-3 Amendments to Australian Accounting Standards – Off setting Financial
Assets and Financial Liabilities
AASB 2012-3 adds application guidance to AASB 132 to address inconsistencies identifi ed
in applying some of the off setting criteria of AASB 132, including clarifying the meaning of
“currently has a legally enforceable right of set-off ” and that some gross settlement systems
may be considered equivalent to net settlement.
When AASB 2012-3 is fi rst adopted for the year ended 31 August 2015, there will be no impact
on the Group as this standard merely clarifi es existing requirements in AASB 132.
(w) Critical accounting estimates and judgements
The directors evaluate estimates and judgements incorporated into the fi nancial report based
on historical knowledge and best available information. Estimates assume a reasonable
expectation of future events and are based on current trends and economic data, obtained both
externally and within the Group.
Key Estimates and Judgements
(i) Impairment
The Group assesses impairment at each reporting date by evaluating conditions and events
specifi c to the Group that may lead to impairment of assets. Where an impairment trigger
exists, the recoverable amount of the asset is determined. Value in use calculations and
valuations from independent valuers are performed and used in assessing recoverable amounts,
these calculations and valuations incorporate a number of key estimates.
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2 Revenue
Operating activities
Provision of services
Sale of medication
Management fee
Total revenue from operating activities
Other revenue
Interest received
Other income
Total other revenue
3 Finance expense
Notes to the fi nancial statements
Consolidated Group
2013
S$
2012
S$
15,889,095
20,322,069
3,443,852
66,431
3,677,745
50,000
19,399,378
24,049,814
33,980
33,053
67,033
9,161
27,929
37,090
Interest expense on obligation under fi nance lease
4,326
6,358
4 Profi t for the year
The profi t for the year has been arrived at after crediting/(charging) the following items:
a. Expenses
Cost of sales
Foreign currency translation gain
Consolidated Group
2013
S$
2012
S$
(10,790,233)
(13,060,792)
105,759
508
Administrative expenses include rental expense on operating leases
as follows:
- premises
(586,095)
(600,087)
Depreciation and amortisation is refl ected in the statement of
comprehensive income as follows:
- depreciation
Professional fees
Management fee
Credit card charges
Central Provident Fund
Share option expense
(143,220)
(146,604)
(179,220)
(266,542)
(214,020)
(98,541)
(221,784)
(23,225)
-
(118,274)
(190,585)
(25,427)
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5 Income Tax Expense
a. The components of tax expense comprise:
Current tax
Deferred tax
Over provision in respect of prior years
Note
Consolidated Group
2013
S$
2012
S$
141,028
527,965
17
(20,847)
-
(20,316)
(7,433)
99,865
520,532
b. The prima facie tax on profi t before income tax is reconciled to the income tax
as follows:
Prima facie tax payable on profi t before income tax at Australian
tax rate of 30% (2012 : 30%)
99,386
908,024
Add:
Eff ect of tax rates in foreign jurisdiction
(43,067)
(393,477)
Tax eff ect of:
- over provision for income tax in prior years
- partial income tax exemption
- current year losses for which no deferred tax
asset was recognised
Income tax expense
(20,316)
(25,925)
89,787
99,865
(7,433)
(25,925)
39,343
520,532
The value of tax losses not recognised is S$780,984 (2012 : S$290,902).
6 Key Management Personnel Compensation
The key management personnel (“KMP”) compensation included in employment expenses
includes:
Short-term benefi ts
Post employment benefi t
Share based payments
Total compensation
Detailed remuneration disclosures are provided in the remuneration report.
2013
S$
2012
S$
3,622,859
3,472,006
48,165
23,225
47,530
25,427
3,694,249
3,544,963
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Notes to the fi nancial statements
KMP Options and Right Holdings
All directors and executives may be allocated options to acquire shares in the Group under the
Incentive Option Scheme approved by shareholders from time to time. The last such scheme was
approved by shareholders at the Annual General Meeting of shareholders held on 6 December 2010.
The number of options over ordinary shares held by each KMP of the Group during the fi nancial year
is as follows:
31 August
2013
Balance at
beginning
of year
Granted as
remuner-
ation
during the
year
Exercised
during the
year
Lapsed/
cancelled
Balance
at end of
year
Balance
vested
as end of
year
Vested
during the
year
Dato’ Dr Kai
Chah Tan
Ms Pamela
Anne Jenkins
Mr Wing
Kwan Teh
Mr Evgeny
Tugolukov
Mr Heng Boo
Fong
Mr Harry Vui
Khiun Lee
Mr Paul Vui
Yung Lee
Ms Jeslyn
Jacques Wee
Kian Leong
Mr Cherinjit
Kumar Shori
Mr Meng Yau
Yeoh
-
-
-
-
-
-
-
-
842,000
457,000
1,299,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
842,000
280,000
280,000
457,000
152,000
152,000
1,299,000
432,000
432,000
31 August
2012
Balance at
beginning
of year
Granted as
remuner-
ation
during the
year
Exercised
during the
year
Lapsed/
cancelled
Balance
at end of
year
Balance
vested
as end of
year
Vested
during
the year
Dato’ Dr Kai
Chah Tan
Ms Pamela
Anne Jenkins
Mr Wing
Kwan Teh
Mr Heng Boo
Fong
Mr Harry Vui
Khiun Lee
Ms Jeslyn
Jacques Wee
Kian Leong
Mr Cherinjit
Kumar Shori
Mr Meng Yau
Yeoh
-
-
-
-
-
-
842,000
457,000
1,299,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
842,000
561,000
281,000
457,000
304,000
152,000
1,299,000
865,000
433,000
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6. KEY MANAGEMENT
PERSONNEL COMPENSATION
Cont’d
KMP Shareholdings
The number of ordinary shares in Asian American Group Limited held by each KMP of the Group
during the fi nancial year is as follows:
Balance at
beginning
of year
Issued during
the year
Issued on
exercise
of options
during the
year
Other changes
during the year
Balance at
end of year
31 August 2013
Dato’ Dr Kai
Chah Tan
Ms Pamela Anne
Jenkins
Mr Wing Kwan
Teh
Mr Evgeny
Tugolukov
Mr Heng Boo
Fong
Mr Harry Vui
Khiun Lee
Mr Paul Vui Yung
Lee
Ms Jeslyn
Jacques Wee
Kian Leong
Mr Cherinjit
Kumar Shori
Mr Meng Yau
Yeoh
102,298,250
21,324,600
4,084,090
-
-
561,915
-
-
-
-
128,268,855
* at date of appointment
^ resigned on 31 January 2013
31 August 2012
Dato’ Dr Kai
Chah Tan
Ms Pamela Anne
Jenkins
Mr Wing Kwan
Teh
Mr Heng Boo
Fong
Mr Harry Vui
Khiun Lee
Ms Jeslyn
Jacques Wee
Kian Leong
Mr Cherinjit
Kumar Shori
Mr Meng Yau
Yeoh
Balance at
beginning
of year
102,298,250
21,324,600
4,084,090
-
561,915
-
-
-
128,268,855
* At date of appointment
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-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
102,298,250
21,324,600
4,084,090
21,000,000*
21,000,000
-
(561,915)^
-
-
-
-
-
-
-
-
-
-
20,438,085 148,706,940
Issued during
the year
Issued on
exercise
of options
during the
year
Other changes
during the year
Balance at
end of year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
102,298,250
21,324,600
4,084,090
-
561,915
-
-
-
128,268,855
For personal use only
Notes to the fi nancial statements
Other KMP Transactions
There have been no other transactions involving equity instruments other than those described in
the tables above. For details of other transactions with KMP, refer to Note 26: Related Parties.
7 Auditor’s Remuneration
Remuneration of the parent entity auditor,
Grant Thornton Audit Pty Ltd:
- auditing or reviewing the fi nancial report
- taxation services
Remuneration of related practices of
Grant Thornton Audit Pty Ltd:
- auditing or reviewing the fi nancial report
of subsidiaries
- taxation services
8 Dividends
Final unfranked dividend of 0.4 S cents per share in
respect of fi nancial year ended 2012 (2012 : 0.3 S cents
per share)
Interim unfranked dividends 0.1 S cents per share
(2012 : 0.1 S cents per share)
Consolidation Group
2013
S$
2012
S$
35,897
3,837
68,500
-
36,464
11,070
64,300
8,400
Consolidation Group
2013
S$
2012
S$
728,088
495,081
229,875
236,243
957,963
731,324
Following the completion of accounts the Directors propose to declare a fi nal unfranked dividend
of S$0.001 (A$0.001) (2012 : S$0.004) per qualifying ordinary share in respect of the fi nancial year
ended 31 August 2013, to be paid to the shareholders in December 2013.
This dividend has not been included as a liability in these fi nancial statements and will be paid to
all shareholders on the Register of Members at the relevant date. The total estimated to be paid is
S$248,000 (A$209,000).
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9 Earnings per Share
Basic earnings per share amounts are calculated by dividing the profi t for the year attributable to
equity holders of the Company by the weighted average number of ordinary shares outstanding
during the fi nancial year.
Diluted earnings per share amounts are calculated by dividing the profi t for the year attributable
to equity holders of the Company by the weighted average number of ordinary shares outstanding
during the fi nancial year plus the weighted average number of ordinary shares that would be
issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.
The following table refl ects the profi t and loss and share data used in the computation of basic
and diluted earnings per share for the year ended 31 August:
Profi t for the year
Weighted average number of ordinary shares during
the year used in calculating basic EPS
Eff ect of dilution:
Share option
Weighted average number of ordinary shares during
the year used in calculating diluted EPS
Consolidation Group
2013
2012
S$231,423
S$2,537,771
Number of
shares
Number of
shares
196,011,692
188,454,000
812,121
811,875
196,823,813
189,265,875
Basic earnings per share (S cents)
Diluted earnings per share (S cents)
0.12
0.12
1.35
1.34
10 Cash and Cash Equivalents
Consolidation Group
Cash and bank balances
Fixed deposit pledged
2013
S$
2012
S$
5,696,038
1,621,886
7,317,924
4,271,067
121,886
4,392,953
The eff ective interest rate on short-term bank deposits was 0.13% - 1.15% (2012 : 0.13%) per annum;
these deposits have an average maturity of 18 months (2012 : 24 months).
Fixed deposit amounting to S$500,000 (2012 : Nil) is pledged to a bank for a standby credit
facility of S$1,000,000 and another fi xed deposit amounting to S$ 121,886 (2012 : S$121,886) is
pledged to a bank for performance guarantee relating to the operating lease.
Reconciliation of cash
Cash at the end of the fi nancial year as shown in the consolidated statement of cash fl ows is
reconciled to items in the consolidated statement of fi nancial position as follows:
Cash and cash equivalents
Less: Fixed deposit pledged
Cash and cash equivalents in the consolidated
statement of cash fl ows
7,317,924
(1,621,886)
4,392,953
(121,886)
5,696,038
4,271,067
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11 Trade and Other Receivables
Trade receivables
Current
Trade receivables
Other receivables
Deposits
Total current trade and other receivables
a Provision for impairment of receivables
Notes to the fi nancial statements
Consolidation Group
2013
S$
2012
S$
3,227,588
4,218,476
177,732
67,450
17,879
12,500
3,472,770
4,248,855
Current trade and term receivables are non-interest bearing loans and generally on 30-day
terms. A provision for impairment is recognised when there is objective evidence that an
individual trade or term receivable is impaired. No trade or other receivables are considered
past due and impaired.
b Credit risk
The group has no signifi cant concentration of credit risk with respect to any single counter
party or group of counter parties.
The following table details the Group’s trade receivables exposed to credit risk with ageing
analysis. Amounts are considered as ‘past due’ when the debt has not been settled, with
the terms and conditions agreed between the Group and the customer or counter party to
the transaction. Receivables that are past due are assessed for impairment by ascertaining
solvency of the debtors and are provided for where there are specifi c circumstances
indicating that the debt may not be fully repaid to the Group.
The balances of receivables that remain within initial trade terms are considered to be high
credit quality.
Current
Due 1 - 30 days
Due 31- 60 days
Due over 60 days
12 Balance with related party
Current
Consolidation Group
2013
S$
1,418,331
1,211,596
508,233
89,428
2012
S$
1,936,299
711,421
797,483
773,273
3,227,588
4,218,476
Consolidated Group
2013
S$
2012
S$
Non-trade amount due from associate company
-
360,817
Non-current
Non-trade amount due from associate company
320,765
-
The non-trade amount due from associate company is unsecured, interest-free and has no fi xed
repayment terms.
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13 Inventories
Current
- Medical Supplies at cost
Total inventories
14 Plant and Equipment
Offi ce equipment
At Cost
Accumulated depreciation
Total offi ce equipment
Medical equipment
At Cost
Accumulated depreciation
Total medical equipment
Computers
At Cost
Accumulated depreciation
Total computers
Furniture and fi ttings
At cost
Accumulated depreciation
Total furniture and fi ttings
Renovations
At cost
Accumulated depreciation
Total Renovations
Consolidated Group
2013
S$
373,019
373,019
2012
S$
316,803
316,803
Consolidated Group
2013
S$
12,792
(10,824)
1,968
383,824
(185,988)
197,836
132,068
(69,027)
63,041
13,294
(13,056)
238
480,288
(149,308)
330,980
2012
S$
12,792
(8,666)
4,126
293,429
(127,624)
165,805
116,377
(55,669)
60,708
13,294
(10,397)
2,897
144,926
(93,897)
51,029
Total plant and equipment
594,063
284,565
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Notes to the fi nancial statements
Offi ce
equipment
Medical
equipment
Computers
Furniture
and
fi ttings
Renovations
Total
S$
S$
S$
S$
S$
S$
a. Movements in Carrying Amounts
Movement in the carrying amounts for each class of plant and equipment between the beginning
and the end of the current fi nancial year.
Consolidated Group
Balance at
31 August 2012
Additions
4,126
165,805
60,708
2,897
51,029
284,565
-
90,395
26,961
-
335,362
452,718
Depreciation expense
(2,158)
(58,364)
(24,628)
(2,659)
(55,411)
(143,220)
Carrying amount at
31 August 2013
1,968
197,836
63,041
238
330,980
594,063
Included in medical equipment is medical equipment under fi nance lease arrangement amounting to
S$121,933 (2012 : S$161,267).
Finance lease liabilities (see note 18) are secured by the related assets held under fi nance leases.
15 Intangible Assets
Total Intangible Assets
Goodwill
Cost
Accumulated impairment losses
Closing carrying value at the end of the year
Reconciliation of Goodwill
Balance at the beginning of year
Additions
Disposals
Impairment losses
Consolidated Group
2013
S$
2012
S$
266,123
266,123
-
-
266,123
266,123
266,123
266,123
-
-
-
-
-
-
Closing carrying value at the end of the year
266,123
266,123
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15. INTANGIBLE ASSETS
Cont’d
Impairment test for goodwill
Goodwill is allocated to cash generating units (“CGU’s”) according to applicable business
operations. There is no impairment loss in the current year and prior period. In the current fi nancial
year and prior fi nancial period, AAMG had one cash generating unit which is medical services.
The recoverable amount of a CGU is based on value-in-use calculations. These calculations are
based on projected cash fl ows approved by management covering a period not exceeding fi ve
years. Management’s determination of cash fl ow projections and gross margins are based on past
performance and its expectation for the future. The present value of future cash fl ows has been
calculated using a discount rate of 7% (2012 : 7%) and a growth rate of 10% (2012 : 10%) per annum
to determine value-in-use.
No impairment loss was required for the carrying value of goodwill as the recoverable amount was
assessed to be in excess of its carrying value. The directors believe that any reasonable change in
the key assumptions will not materially cause the recoverable value of the CGU to be lower than
the carrying amount.
16 Trade and Other Payables
Current
Trade payables
Patients’ deposits
Sundry payables and accrued expenses
Total current trade and other payables
17 Taxation
Current
Income tax payable
Non-current
Consolidated Group
2013
S$
2012
S$
3,431,120
3,634,644
70,159
706,639
450,103
471,053
4,207,918
4,555,800
Consolidated Group
2013
S$
2012
S$
141,028
527,965
Deferred tax liabilities:
Tax allowances relating to plant &
equipment
Net deferred tax liability
1 September
2012
S$
Recognised in
profi t and loss
S$
38,492
38,492
(20,847)
(20,847)
31 August 2013
S$
17,645
17,645
Deferred tax liabilities:
Tax allowances relating to plant &
equipment
Net deferred tax liability
1 September
2011
S$
Recognised in
profi t and loss
S$
38,492
38,492
-
-
31 August 2012
S$
38,492
38,492
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18 Finance Lease
Current
Non-current
19 Issued Capital
Opening share balance
Shares issued during the year
Total capital
Notes to the fi nancial statements
Consolidated Group
2013
S$
49,059
29,580
78,639
2012
S$
47,025
78,639
125,664
Consolidated Group
2013
S$
266,133
4,001,362
4,267,495
2012
S$
266,133
-
266,133
Changes to the then Corporation Law abolished the authorised capital and par value concept
in relation to share capital from 1 July 1998. Therefore, the parent entity does not have a limited
amount of authorised capital and issued shares do not have a par value.
a. Ordinary Shares
At the beginning of reporting year
Shares issued during year:
Transaction cost
At reporting date
Consolidated Group
Number
S$
188,454,000
266,133
21,000,000
4,063,745
-
(62,383)
209,454,000
4,267,495
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in
proportion to the number of shares held.
At the shareholders’ meetings each ordinary share is entitled to one vote when a poll is called,
otherwise each shareholder has one vote on a show of hands.
In April 2013, the Company issued 21,000,000 new ordinary shares at A$0.17 per share (2012 : Nil)
for A$3,570,000 (S$4,063,745 at exchange rate of A$1 : S$1.138) before transaction cost, which
are fully paid.
b. Capital Management
Management controls the capital of the Group in order to provide shareholders with adequate
returns and ensure that the Group can fund its operations and continue as a going concern.
Currently the Group’s debt relates to fi nance lease only.
There are no externally imposed capital requirements.
There have been no changes in the strategy adopted by management to control the capital during
the year.
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20 Reserves
Nature and purpose of reserve
(a) Share-based payments
The share-based payments reserve is used to recognise:
At grant date of the fair value of options issued to employees but not exercised
At grant date the fair value of shares issued to employees
The issue of shares held by the AAMG Employee Share Trust to employees
•
•
•
(ii) Transactions with non-controlling interests
The reserve is used to record the diff erences described in note 1(d) which may arise as a result
of transactions with non-controlling interests that do not result in a loss of control.
(iii) Foreign currency translation
Exchange diff erence arising on translation of the foreign controlled entity are recognised in
other comprehensive income as described in note 1(l) and accumulated in a separate reserve
within equity. The cumulative amount is reclassifi ed to profi t or loss when the net investment is
disposed of.
(iv) Reserve for own shares
The reserve for the Company’s own shares comprises the cost of the Company’s shares held by
the Group. At 31 August 2013, the Group held no Company’s shares (2012 : Nil).
21 Share-Based Payments
i.
On 23 November 2009, the shareholders of AAMG approved the establishment of the AAMG
Employee Share Option Plan and the rules that govern the operation of the Plan. Minor
amendments to the Rules have been approved by shareholders at the Annual General Meeting
since. The options are granted under the Plan for no consideration and hold no voting or
dividend rights and are not transferable. On 17 January 2011, 1,299,000 share options were
granted to certain key management personnel under the Plan to take up ordinary shares at an
exercise price of A$0.088 each. The options are exercisable on or before 17 January 2016.
ii. Options granted to key management personnel are as follows:
Grant Date
17 January 2011
Number
1,299,000
These options vest over a 3-year period and are subject to service conditions such that only a
third of the options granted may be exercised on or after the fi rst, second and third anniversary
of the grant. Options expire at the earlier of termination of employment or fi ve years after the
grant date. Further details of these options are provided in the Directors’ report. The options
lapse when a KMP ceases their employment with the Group. During the fi nancial year, 433,000
options were vested with key management personnel (2012 : 432,000).
iii. The Company established the AAMG Employee Share Option Plan as a long-term incentive
scheme to recognise talent and motivate executives to strive for Group performance. Employees
are granted options which vest over 3 years, subject to meeting specifi ed service criteria. The
options are issued for no consideration and carry no entitlements to voting rights or dividends
of the Group but have been listed. The number available to be granted is determined by
the joint Nomination and Remuneration Committee and is based on performance measures
including growth in shareholder return, return on equity, cash earnings, and group EPS growth.
Options are forfeited 30 days after the holder ceases to be employed by the Group, unless the
Board determines otherwise (this is usually only in the case of retirement, redundancy, death or
disablement).
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Notes to the fi nancial statements
The options are issued with an exercise price determined by the joint Nomination and Remuneration
Committee to be either:
(a) a price equal to the Market Price or such higher price as may be determined by the Committee
in its absolute discretion; or
(b) a price which is set at a discount to the Market Price, the quantum of such discount to be
determined by the Committee in its absolute discretion, provided that the maximum discount
which may be given in respect of any Option shall not exceed twenty (20) per cent of the
Market Price in respect of the that Option.
The Market Price is defi ned as the weighted average closing sale price of the shares recorded on the
Australian Securities Exchange (“ASX”) over the last 5 trading days on which sales of the shares were
recorded preceding the day on which the Committee resolves to invite the application for an Option.
A summary of the movements of all Company options issues is as follows:
Options outstanding as at 31 August 2012
1,299,000
A$0.088
Number
Weighted average
exercise price
Granted
Forfeited
Exercised
Expired
-
-
-
-
-
-
-
-
Options outstanding as at 31 August 2013
1,299,000
A$0.088
Options exercisable as at 31 August 2013:
Options exercisable as at 31 August 2012:
865,000
432,000
A$0.088
A$0.088
The weighted average remaining contractual life of options outstanding at year end was 2.4 years.
The exercise price of outstanding shares at the end of the reporting year was A$0.088.
The fair values of options granted were determined using a variation of the binomial option pricing
model that takes into account factors specifi c to the share incentive plans, such as the vesting period.
The total shareholder return performance condition related to the Scheme, being a market condition,
has been incorporated into the measurement by means of actuarial modelling. The following
principal assumptions were used in the valuation:
Grant date
Vesting period ends
Share price at date of grant
Volatility
Option life
Dividend yield
Risk free investment rate
Fair value at grant date
Exercise price at date of grant
Exercisable from / to
17 January 2011
17 January 2014
A$0.12
69%
5 years
5.830%
2.875%
A$0.04
A$0.088
17 January 2012 -
17 January 2016
Historical volatility has been the basis for determining expected share price volatility as it is assumed
that this is indicative of future movements. The life of the options is based on the historical exercise
patterns, which may not eventuate in the future.
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22 Controlled Entities
Controlled entities consolidated
Country of
incorporation
Percentage
owned (%)
2013
2012
Asian American Medical Group Limited (formerly known as
Asian Centre for Liver Diseases and Transplantation Limited)
Australia
100
100
Subsidiary of Asian American Medical Group Limited:
Asian American Medical Group Inc. (formerly known as Asian
Centre for Liver Diseases and Transplantation Inc.)
British Virgin
Islands
100
100
Subsidiary of Asian American Medical Group Inc.
Asian Centre for Liver Diseases & Transplantation Pte. Ltd.
Asian Centre for Blood & Bone Marrow Transplantation Pte.
Ltd. (formerly known as Asian Liver Center Management
Consultancy Pte. Ltd.)
Singapore
100
100
Singapore
100
100
Asian American Medical Group Pte. Ltd.
Singapore
100
-
Associate of Asian Centre for Liver Diseases & Transplantation Pte. Ltd. :
Asian Liver Centre Co. Ltd
Vietnam
PT. Asian Liver Center Indonesia
Indonesia
30
50
30
50
b. Acquisition of controlled entities
Asian American Medical Group Inc., a subsidiary of Asian American Medical Group Ltd, on 1
March 2013, incorporated a fully owned subsidiary called Asian American Medical Group Pte Ltd,
a limited liability company in Singapore with an intended activity of providing management and
consultancy services in the healthcare industry.
c. Disposal of subsidiary
On 3 January 2012, Asian Liver Centre Co. Limited (“ALCVN”) issued new shares to Hoa Lam
Consultant Investment Ltd for cash which raised its shareholding in ALCVN from 25% to 67.86%.
As a result of this capital enlargement, Asian Centre for Liver Diseases and Transplantation Pte
Ltd’s shareholding, a subsidiary of Asian Centre for Liver Diseases and Transplantation Ltd, was
diluted from 70% to 30%. ALCVN has ceased to be a subsidiary of the Group.
The fair value of assets and liabilities disposed are as follows:-
Cash and cash equivalents
Property, plant and equipment
Deposits and other receivables
Trade and other payables
Current borrowings
Net liabilities disposed
Non-controlling interest
Transfer from foreign currency translation reserve
Gain on disposal of subsidiary
S$
6,273
488,561
2,983
(117,981)
(504,096)
(124,260)
48,408
16,379
(59,473)
Revenue and loss of ALCVN included in last year’s consolidated results of the Group prior to the
dilution amounted to S$8,339 and S$105,183 respectively.
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Notes to the fi nancial statements
23 Leasing Commitments
Operating leases
Non-cancellable operating leases contracted for but not capitalised in
the fi nancial statements:
Payable – minimum lease payments
Not longer than 1 year
Longer than 1 year but not longer than 5
years
Consolidated Group
2013
S$
2012
S$
587,423
568,725
319,501
374,422
906,924
943,147
The leases on the Group’s offi ce premises at Gleneagles Hospital expire in June 2014 and February
2016.
Finance leases
Future minimum fi nance lease payments at the end of each reporting period under review were as
follows:
31 August 2013
Lease payments
Finance charges
Net present values
31 August 2012
Lease payments
Finance charges
Net present values
Minimum lease payments due
Within 1
year
S$
1 to 5
years
S$
After 5
years
S$
Total
S$
51,348
(2,289)
49,059
29,975
(395)
29,580
51,348
81,323
(4,323)
(2,684)
47,025
78,639
-
-
-
-
-
-
81,323
(2,684)
78,639
132,671
(7,007)
125,664
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24 Cash Flow Information
a Reconciliation of cash fl ow from operations with profi t after income tax
Consolidated Group
2013
S$
2012
S$
Profi t after income tax
Non cash fl ows in profi t:
Depreciation and amortisation
Foreign currency translation
Employee share option cost
Finance income
Finance cost
Gain on disposal of subsidiary
Changes in assets and liabilities:
231,423
2,506,216
143,220
(8,893)
23,113
(33,980)
4,326
-
146,604
(67,077)
25,427
(9,161)
6,358
(59,473)
Decrease/(increase) in trade and other receivables
816,137
(3,561,687)
Increase in inventories
(Decrease)/increase in trade and other payables
(Decrease)/increase in deferred and current tax liabilities
Net cash provided by operating activities
(56,216)
(347,882)
(407,784)
363,464
(55,128)
838,341
205,423
(24,157)
25 Events After the Balance Date
The Group received approval from the Accounting and Corporate Regulatory Authority (“ACRA”) in
Singapore to change the names of its subsidiaries Asian Centre for Liver Diseases & Transplantation
Pte Ltd and Asian Centre for Blood and Bone Marrow Transplantation Pte Ltd to Asian American
Liver Centre Pte Ltd and Asian American Blood & Marrow Transplant Centre Pte Ltd on 10th and
11th October 2013, respectively.
No other matters or circumstances have arisen since the end of the fi nancial year which signifi cantly
aff ected or may signifi cantly aff ect the operations of the Group, the results of those operations, or
the state of aff airs of the Group in future fi nancial years.
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Notes to the fi nancial statements
26 Related Party
A number of directors of the Group, or their director-related entities, held positions in other entities
during the fi nancial year that result in them having control or signifi cant infl uence over the fi nancial
or operating policies of those entities.
The terms and conditions of the transactions with directors and their director related entities were
no more favourable to the directors and their director related entities than those available, or which
might reasonably be expected to be available, on similar transactions to non-director related entities
on an arm’s length basis.
There were no transactions recognised during the year (excluding re-imbursement of expenses
incurred on behalf of the Company) relating to directors and their director-related entities
Disclosures relating to key management personnel are set out in note 6.
Related party balances
Current assets:
Balance with related party
Non-current assets:
Balance with related party
2013
S$
2012
S$
-
360,817
320,765
-
The balance due from related party represents non-trade amount due from ALCVN and is
unsecured, interest-free and has no fi xed repayment terms as disclosed in note 12.
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27 Operating Segments
AASB 8 requires operating segments to be identifi ed on the basis of internal reports about
components of the Consolidated Group that are regularly reviewed by the chief operating decision
maker, the Board of directors (chief operating decision makers), in order to allocate resources to
the segment and to assess its performance. The Consolidated Group has identifi ed its operating
segments to be as follows based on distinct operational activities:
(i) Provision of medical consultation and services in the hepatology and related fi elds;
(ii) Provision of medical consultation and services in the haematology and related fi elds: and
(ii) Corporate activities.
This is the basis on which internal reports are provided to the Board of directors for assessing
performance and determining the allocation of resources within the Consolidated Group. Unless
stated otherwise, all amounts reported to the Board of directors, being the chief decision maker
with respect to operating segments, are determined in accordance with accounting policies that are
consistent to those adopted in the annual fi nancial statements of the group.
The Consolidated Group operates primarily in three businesses, namely the provision of medical
consultation and services in the hepatology and haematology and their related fi elds and corporate
activities.
Details of the performance of each of these operating segments for the fi nancial years ended 31
August 2013 and 31 August 2012 are set out below:
(i) Segment Performance
31 August 2013
Corporate
Liver
S$
S$
Blood
& Bone
Marrow
S$
Total
S$
External sales revenue
Inter segment sales
Total segment revenue
Inter-segment eliminations
Total Group revenue
-
18,786,215
613,163
19,399,378
2,300,000
2,300,000
110,897
18,897,112
-
613,163
2,410,897
21,810,275
(2,410,897)
19,399,378
Segment net profi t/(loss) before tax
(388,246)
1,086,045
(366,511)
331,288
31 August 2012
Corporate
Liver
External sales revenue
Inter segment sales
Total segment revenue
Inter-segment eliminations
Total Group revenue
S$
S$
-
24,049,814
1,700,000
1,700,000
-
24,049,814
Segment net profi t/(loss) before tax
(126,246)
3,152,994
Blood
& Bone
Marrow
S$
Total
S$
24,049,814
1,700,000
25,749,814
(1,700,000)
24,049,814
3,026,748
-
-
-
-
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Notes to the fi nancial statements
(ii) Segment assets
31 August 2013
Corporate
Liver
Segment assets
S$
9,004,046
S$
10,035,347
Blood
& Bone
Marrow
S$
1,159,315
Reconciliation of segment assets to Group assets:
Inter-segment eliminations
Unallocated assets intangibles
Total Group assets
Total
S$
20,198,708
(8,120,167)
266,123
12,344,664
Segment asset increases in the year
Capital expenditure
-
56,282
396,436
452,718
31 August 2012
Corporate
Liver
Segment assets
S$
4,987,665
S$
11,225,704
Blood
& Bone
Marrow
S$
Total
S$
-
16,213,369
Reconciliation of segment assets to Group assets:
Inter-segment eliminations
Unallocated assets intangibles
Total Group assets
Segment asset increases in the year
Capital expenditure
Disposal
(6,609,376)
266,123
9,870,116
-
-
-
5,710
(497,817)
(492,107)
-
-
-
5,710
(497,817)
(492,107)
(iii) Segment liabilities
31 August 2013
Corporate
Liver
Segment liabilities
Reconciliation of segment liabilities to Group liabilities:
Inter-segment eliminations
Total Group liabilities
S$
(1,655,344)
S$
(4,476,056)
31 August 2012
Corporate
Liver
Segment liabilities
Reconciliation of segment liabilities to Group liabilities:
Inter-segment eliminations
Total Group liabilities
S$
(1,443,066)
S$
(5,222,264)
Blood
& Bone
Marrow
S$
(1,528,834)
Total
S$
(7,660,234)
3,215,004
(4,445,230)
Blood
& Bone
Marrow
S$
Total
S$
(6,665,330)
-
1,417,409
(5,247,921)
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27. OPERATING
SEGMENTS
Cont’d
(iv) Revenue by geographical location
Revenue attributable to external customers is disclosed below, based
on the location of where the revenue was derived:
Singapore
Outside Singapore
Total revenue
(v) Assets by geographical location
Assets by geographical location
Australia
Singapore
Total assets
Consolidated Group
2013
S$
2012
S$
19,382,947
24,041,475
16,431
8,339
19,399,378
24,049,814
Consolidated Group
2013
S$
2012
S$
4,119,618
103,237
8,225,046
9,766,879
12,344,664
9,870,116
(vi) Major Customers
The Group is not reliant on any one major customer to whom it provides its products or services.
28 Financial risk management policies
The Group’s fi nancial instruments consist mainly of cash at bank and accounts receivable and
payable.
The totals for each category of fi nancial instruments, measured in accordance with AASB 119 as
detailed in the accounting policies to the fi nancial statements, are as follows.
Financial assets
Cash and cash equivalents
Trade and other receivables
Total fi nancial assets
Financial liabilities
Trade and other payables
Finance lease
Total fi nancial liabilities
Total net fi nancial assets
Consolidated Group
2013
S$
2012
S$
7,317,924
4,392,953
3,793,535
4,609,672
11,111,459
9,002,625
(4,207,918)
(4,555,800)
(78,639)
(125,664)
(4,286,557)
(4,681,464)
6,824,902
4,321,161
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notes to the fi nancial statements
Financial risk management policies
The Board is responsible for monitoring and managing fi nancial risk exposures of the Group.
Specifi c fi nancial risk exposures and management
The main risk the Group is exposed to include foreign exchange risk, credit risk, liquidity risk and
treasury management risk.
(a)
Foreign exchange risk
Exposure to foreign exchange risk may result in the fair value or future cash fl ows of a
fi nancial instrument fl uctuating due to movement in foreign exchange rates of currencies in
which the Group holds fi nancial instruments which are other than the functional currency of
the Group which is the Singapore dollar.
(i) Risk management
The Group’s transactions are predominantly in it functional currency which is the
Singapore dollar.
The amount of asset and liability held in foreign currency is not considered material to
the Group and hence does not hedge these asset or liability.
(ii) Sensitivity analysis
Foreign exchange risk
A sensitivity analysis of the impact of foreign exchange risk is not shown as it is not
considered material to the Group at the reporting date.
(b)
Credit risk exposures
Credit risk represents the loss that would be recognised if counterparties failed to perform as
contracted.
The credit risk on fi nancial assets of the entity which have been recognised in the statement
of fi nancial position, is the carrying amount, net of any provision of doubtful debts.
Credit risk is managed through the maintenance of procedures which ensure to the extent
possible, that customers and counterparties to transactions are of sound credit worthiness.
Such monitoring is used in assessing receivables for impairment.
No receivables are considered past due or impaired.
(c)
Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter diffi culty in settling
its debts or otherwise meeting its obligations related to fi nancial liabilities.
All fi nancial assets and liabilities as disclosed above have maturities within one year for the
31 August 2013 fi nancial year with the exception of the non-current other payables and non-
current portion of the fi nance lease.
The Group manages liquidity risk by monitoring forecast cash fl ows.
(d)
Treasury risk management
The Board meets on a regular basis to analyse fi nancial risk exposure and evaluate treasury
management strategies in the context of the most recent economic conditions and forecasts.
The Board’s overall risk management strategy seeks to assist the Consolidated Group in
meeting its fi nancial targets, whilst maintaining the eff ects on fi nancial performance. Risk is
also minimised through investing surplus funds in fi nancial institutions that maintain a high
credit rating or in entities that the Board has otherwise cleared as being fi nancially sound.
(e)
Net fair values of fi nancial assets and liabilities
Fair values are amounts at which an asset could be exchanged, or a liability settled, between
knowledgeable willing parties in an arms length transaction.
The carrying values of fi nancial instruments approximate their fair values.
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29 Parent Company Information
Parent entity
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Total net assets
Equity
Issued capital
Reserves
Foreign currency revaluation reserve
Total equity
Financial performance
Profi t for the year
Other comprehensive income
Total comprehensive income
2013
S$
2012
S$
4,119,618
103,237
2,803,557
2,803,557
6,923,175
2,906,794
(160,422)
(186,453)
-
(160,422)
6,762,753
-
(186,453)
2,720,341
17,354,262
13,352,900
(10,532,277)
(10,573,204)
(59,232)
6,762,753
(59,355)
2,720,341
975,774
124
975,898
664,281
2,026
666,307
The parent entity has no contingent liabilities, contractual commitments or guarantees in relation to
its subsidiary entities.
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COMPANY DETAILS
30 Company Details
The registered offi ce of the Company is:
25 Peel Street
Adelaide SA 5000
The principal place of business is:
Asian American Medical Group
6A Napier Road,
Gleneagles Hospital Annexe Block #02-37,
Singapore 258500
Singapore centres:
Asian American Liver Centre
6A Napier Road,
Gleneagles Hospital Annexe Block #02-37,
Singapore 258500
Asian American Blood & Marrow Transplant Centre
6A Napier Road,
Gleneagles Hospital Annexe Block #05-36,
Singapore 258500
Vietnam centre:
201 Nguyen Thi Minh Khai Street,
Nguyen Cu Trinh Ward,
District 1, Ho Chi Minh City,
Vietnam
Malaysia centre:
iHEAL Medical Centre
Level 7 & 8, Annexe Block, Menara IGB,
Mid Valley City, Lingkaran Syed Putra,
59200 Kuala Lumpur,
Malaysia
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Directors’ declaration
The Directors of Company declare that:
(a)
the fi nancial statements and notes, as set out on pages 40 to 77, are in accordance with the
Corporations Act 2001, including:
(i)
giving a true and fair view of the fi nancial position as at 31 August 2013 and of the
performance for the year ended on that date of the Consolidated Group; and
(ii)
complying with Accounting Standards.
(b)
the Executive Director and Group Chief Financial Offi cer have declared that:
(i)
(ii)
the fi nancial records of the Company for the fi nancial year have been properly
maintained in accordance with s286 of the Corporations Act 2001;
The fi nancial statements and notes for the fi nancial year comply with the Accounting
Standards; and
(iii) The fi nancial statements and notes for the fi nancial year give a true and fair view.
(c) In the Directors’ opinion, there are reasonable grounds to believe that the Company will be able
to pay its debts as and when they become due and payable.
(d) complying with International Financial Reporting Standards as disclosed in Note 1 to the financial
statements;
This declaration is made in accordance with a resolution of the Board of Directors.
Dato’ Dr Kai Chah Tan
Dato’ Dr Kai Chah Tan
Director
1 November 2013
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Level 1,
67 Greenhill Rd
Wayville SA 5034
Correspondence to:
GPO Box 1270
Adelaide SA 5001
T 61 8 8372 6666
F 61 8 8372 6677
E info.sa@au.gt.com
W www.grantthornton.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ASIAN AMERCIAN MEDICAL GROUP LIMITED
REPORT ON THE FINANCIAL REPORT
We have audited the accompanying fi nancial report of Asian American
Medical Group Limited (the “Company”), which comprises the statement of
fi nancial position as at 31 August 2013, the statement of profi t or loss and
other comprehensive income, statement of changes in equity and statement of
cash fl ows for the year then ended, notes comprising a summary of signifi cant
accounting policies and other explanatory information and the directors’
declaration of the company the consolidated entity comprising the Company and
the entities it controlled at the year’s end or from time to time during the fi nancial
year.
Directors’ responsibility for the fi nancial report
The Directors of the Company are responsible for the preparation of the fi nancial
report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001. The Director’ responsibility also
includes such internal control as the Directors determine is necessary to enable the
preparation of the fi nancial report that gives a true and fair view and is free from
material misstatement, whether due to fraud or error. The Directors also state, in
the notes to the fi nancial report, in accordance with Accounting Standard AASB
101 Presentation of Financial Statements, the fi nancial statements comply with
International Financial Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the fi nancial report based on our
audit. We conducted our audit in accordance with Australian Auditing Standards.
Those standards require us to comply with relevant ethical requirements relating to
audit engagements and plan and perform the audit to obtain reasonable assurance
whether the fi nancial report is free from material misstatement.
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Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
‘Grant Thornton’ refers to the brand under which the Grant Thornton member fi rms provide assurance, tax and advisory services to their clients and/
or refers to one or more member fi rms, as the context requires. Grant Thornton Australia Ltd is a member fi rm of Grant Thornton International Ltd
(GTIL). GTIL and the member fi rms are not a worldwide partnership. GTIL and each member fi rm is a separate legal entity. Services are delivered by
the member fi rms. GTIL does not provide services to clients. GTIL and its member fi rms are not agents of, and do not obligate one another and are not
liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia
Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia
Limited.
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a
current scheme applies.
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An audit involves performing procedures to obtain audit evidence about the
amounts and disclosures in the fi nancial report. The procedures selected depend
on the auditor’s judgement, including the assessment of the risks of material
misstatement of the fi nancial report, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to
the Company’s preparation of the fi nancial report that gives a true and fair view in
order to design audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the eff ectiveness of the Company’s
internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by
the Directors, as well as evaluating the overall presentation of the fi nancial report.
We believe that the audit evidence we have obtained is suffi cient and appropriate
to provide a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of
the Corporations Act 2001.
Auditor’s opinion
In our opinion:
a
the fi nancial report of Asian American Medical Group Limited is in accordance
with the Corporations Act 2001, including:
i giving a true and fair view of the Company’s and consolidated entity’s
fi nancial
position as at 31 August 2013 and of their performance for the year ended
on
that date; and
ii complying with Australian Accounting Standards and the Corporations
Regulations 2001; and
b
the fi nancial report also complies with International Financial Reporting
Standards as disclosed in the notes to the fi nancial statements.
Report on the remuneration report
We have audited the remuneration report included in the directors’ report for the
year ended 31 August 2013. The Directors of the Company are responsible for
the preparation and presentation of the remuneration report in accordance with
section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the remuneration report, based on our audit conducted in accordance
with Australian Auditing Standards.
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Auditor’s opinion on the remuneration report
In our opinion, the remuneration report of Asian American Medical Group Limited
for the year ended 31 August 2013, complies with section 300A of the Corporations
Act 2001.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
S J Gray
Director – Audit & Assurance
Adelaide, 1 November 2013
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Shareholder Information
The shareholder information set out below was applicable as at 24 October 2013.
A. Distribution of holders of equity securities
Ordinary Shares
Employee Options
1
1,001
5,001
10,001
-
-
-
-
1,000
5,000
10,000
100,000
100,001 and over
166
61
54
93
39
413
-
-
-
-
2
2
There were 221 holders of less than marketable parcel of ordinary shares.
The percentage of the total holdings of the twenty largest holders of ordinary shares was 96.64
per cent.
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B. Equity security holders
The names of the twenty largest holders of quoted equity securities are listed below:
Name
Number held
Percentage
Ordinary shares
Dato' Dr Kai Chah Tan
102,298,250
Ms Pamela Anne Jenkins
Russing Med Holdings Pte Ltd
Citicorp Nominees Pty Limited
HSBC Custody Nominees (Australia) Limited
National Nominees Limited
Mr Wing Kwan Teh
Dr Kang Hoe Lee
Mr Robert John Wood & Mrs Stella Agnes Wood
(Bob & Stella Wood S/F A/C)
Mr Ravindran Govindan
Mr Harry Vui Khiun Lee
DBS Vickers Securities (Singapore) Pte Ltd
Mr John Philip Joshua
Mr Barry William Quaill & Mrs Pamela Louise Quaill
(BW&PLQUAILL Investment A/C)
Phillip Securities Pte Ltd (Client Account)
Boon Hwa Koh
Nefco Nominees Pty Ltd
UOB Kay Hian Private Limited
JP Morgan Nominees Australia Limited
Mr Ian Jobbins
21,324,600
21,000,000
20,844,448
20,132,019
5,695,148
4,084,090
2,500,040
1,140,415
699,483
561,915
354,599
245,000
236,800
226,282
220,000
220,000
220,000
213,001
200,000
48.84
10.18
10.03
9.95
9.61
2.72
1.95
1.19
0.54
0.33
0.27
0.17
0.12
0.11
0.11
0.11
0.11
0.11
0.10
0.10
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C. Substantial holders
Substantial holders in the company are set out below:
Ordinary shareholders
Dato' Dr Kai Chah Tan
Ms Pamela Anne Jenkins
Russing Med Holdings Pte Ltd
Citicorp Nominees Pty Limited
HSBC Custody Nominees (Australia) Limited
D. Voting rights
Please refer note 19.
E. On-market buy back
There are no current on-market buy back.
Number held
Percentage
102,298,250
21,324,600
21,000,000
20,844,448
20,132,019
48.84
10.18
10.03
9.95
9.61
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For personal use only d
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