Asian American Medical Group Limited
Annual Report 2015

Plain-text annual report

annual report 2015 Dedicated to healing. Powered by Innovation. 05 Corporate directory 06 Chairman’s message 08 Zhuhai-Singapore Life Science Park Signing Ceremony 10 Key Milestones 12 Profile of Board of Directors 15 Profile of Doctors and Key Management 18 Financial review 21 Patients’ testimonials 24 Corporate governance statement 29 Directors’ report 40 Auditor’s Independence Declaration 42 Consolidated statement of profit or loss and other comprehensive income 44 Consolidated statement of financial position 45 Consolidated statements of changes in equity 46 Consolidated statement of cash flows 47 Notes to the financial statements 84 Directors’ declaration 85 Independent auditor’s report 88 Shareholder information Asian American Medical Group Limited ABN NUMBER 42 091 559 125 Annual report for the year ended 31 August 2015 CONTENTS page 04 CORPORATE DIRECTORY DIRECTORS Dato’ Dr Kai Chah Tan (Executive Chairman) 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 Fax Website : www.aamg.co : +61 8 8110 0999 : +61 8 8110 0900 AUDITORS Grant Thornton Audit Pty Ltd Level 1, 67 Greenhill Road Wayville SA 5034 Tel Fax : +61 8 8372 6666 : +61 8 8372 6677 BANKERS DBS Bank Ltd 12 Marina Boulevard DBS Asia Central, Marina Bay Financial Centre Tower 3 Singapore 018982 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 Fax : +61 8 8236 2300 : +61 8 9473 2408 STOCK EXCHANGE LISTING The Company’s shares are quoted on the Official List of the Australian Securities Exchange Limited. ASX Code : AJJ page 05 Dato’ Dr Kai Chah Tan D.P.M.P., MBBS(MAL), FRCS(EDIN), FAMS Executive Chairman and Surgeon, Hepatobiliary / Transplant The Group’s Management and Consultancy (“M&C”) segment recorded revenue of S$0.8 million, up from S$0.2 million in FY2014. This was due mainly to the engagement by Rich Tree Land (“RTL”) for AAMG to provide consultancy services for the development of the Zhuhai-Singapore Life Science Park, a specialist ambulatory medical centre for advanced diagnostics and wellness services in Zhuhai, China. The Group’s newly established radiation oncology practice, run by its subsidiary Asian American Radiation Oncology Pte Ltd (“AARO”), generated revenue of S$42,000 in the first five months of operation. AARO, established in April, incurred a loss of S$0.1 million during those months due to development costs. Excluding the S$0.5 million loss from the discontinued operations, the Group achieved a net profit of $1.1 million from continuing operations in FY2015. During the year under review, the Group completed the placement of 30 million new shares to a group of sophisticated investors. The placement raised S$3.2 million in gross proceeds, and underscores investors’ faith in our efforts to move up the value chain, enlarge our competencies and expand our geographical presence. Net asset value per share rose to 3.55 Singapore cents from 2.52 cents. The Group achieved earnings of 0.49 Singapore cent a share from continuing operations, compared to a loss of 1.09 Singapore cents a share in FY2014. Dear Shareholders, On behalf of the Board of Directors of Asian American Medical Group (“AAMG” or “the Group”) I am pleased to present the annual report for the financial year ended 31 August 2015 (“FY2015”). It has a year rich with significance, the foremost being our proposed acquisition of a 60%-stake in the Zhuhai- Singapore Life Science Park in China. We have already commenced project consultancy and management services related to this landmark project which marks a major strategic shift. The other major initiatives in the year under review include the launch of our new business segment, Asian American Radiation Oncology (“AARO”), and new partnerships in the region. We achieved a profit of S$0.6 million in FY2015, reversing a loss of S$2.5 million a year ago. Our overall performance has been positive despite a S$0.5 million loss following the closure of Asian American Blood & Bone Marrow Transplant Centre Pte Ltd (“AABMTC”) in December 2014, as well as ongoing challenges in the operating environment. Business Review While Singapore remains South-East Asia’s leading medical tourism hub, it faces rising medical costs, competition from regional players and the strengthening of the Singapore dollar against the Malaysian and Indonesian currencies. Despite these challenges, the Group’s revenue soared 65.2% to S$20.4 million from S$12.3 million a year ago driven mainly by contributions from the Group’s wholly owned subsidiary Asian American Liver Centre (“AALC”) which performed substantially more liver dialysis and surgical procedures during the year. AALC successfully carried out 11 living donor liver transplantations in FY2015, up from five in the previous year. page 06 Asian American Radiation Oncology Strengthening the Team CHAIRMAN’S MESSAGE Ms. Pamela Anne Jenkins has been engaged as a Consultant, following her resignation as Managing Director of the Company on 1 June 2015 and Non- Executive Director on 30 September 2015. She will provide advisory and consultancy services in her areas of expertise. We thank Ms. Jenkins for her contributions to the Group over the last 21 years. We would also like to extend a warm welcome to Dr. Daniel Tan as the Medical Director and Radiation Oncologist of AARO, with whom we look forward to exploring new opportunities in the field. We have strengthened our management team with the addition of Ms. Angela Choong, who on 1 August 2015 was appointed Chief Commercial Officer for the Group’s Commercial Division, under the Healthcare Management and Consultancy Segment. Ms. Choong will manage the Company’s existing projects, such as the Zhuhai-Singapore Life Science Park. She will also negotiate, review and advise on potential projects. Going Forward Our financial performance during the year under review reflects our commitment to build a strong brand and enhance our core capabilities. We have strengthened our long-standing relationship with UPMC and formed new partnerships with established healthcare institutions and contractors. We have also launched many exciting strategic initiatives as part of our ongoing pursuit of geographical expansion. We are confident that this will enhance long-term value for shareholders. The Group will continue to seek overseas opportunities for project management and radiation oncology, especially in China. In the coming year, we will continue to build sustainable growth and strengthen our foothold in our core liver segment. Appreciation On behalf of the Board of Directors, I would like to convey my appreciation to our shareholders for your loyalty and support, and to the Group’s management team and staff for all their hard work during the year. Dato’ Dr Kai Chah Tan Executive Chairman Following the closure of AABMTC, the Group established in April 2015 a Radiation Oncology division, AARO, led by Dr. Daniel Tan Yat Harn as part of our key expansion into the growing radiotherapy and oncology segment. Dr Daniel Tan was trained in clinical and radiation oncology in the Royal College of Radiologists, U.K., and the Academy of Medicine, Singapore. He has more than twelve years of professional experience, including eight years as a Radiation Oncologist at the National Cancer Centre Singapore (“NCCS”). Through AARO we are widening our medical specialisations to meet growing demand in developing countries such as Russia, Myanmar, Indonesia and China, where there is a shortage of modern radiotherapy treatment facilities. Leveraging on AAMG’s existing collaboration with renowned U.S. healthcare group UPMC, AARO has begun to gain traction in Singapore as well as key overseas markets we have identified through the use of telemedicine. We have also commenced projects in Myanmar and Russia, and are concurrently exploring opportunities in Malaysia and Vietnam. On 2 September 2015, AARO signed a Memorandum of Understanding (“MOU”) with Hwa Koon Engineering Pte Ltd, an established Singapore-based specialist contractor in the healthcare industry with more than 20 years of experience as the leading vendor of major public and private radiology and radiotherapy facilities projects in Singapore and Malaysia, to explore collaborations in Asia. AARO also entered into a MOU on 1 October 2015 with Aizawa Hospital, a private general hospital in Matsumoto in Nagano Prefecture, Japan. AARO will partner Aizawa Hospital to explore opportunities in proton therapy – a technology exclusive to Aizawa Hospital – across Singapore and South-East Asia, leveraging on AARO’s international network. The Group expects such strategic partnerships to enhance AARO’s comprehensive suite of capabilities as a regional provider of one-stop solutions in radiology and oncology. Zhuhai-Singapore Life Science Park On 12 August 2015, we announced our intention to acquire a 60%-stake, valued at S$19.6 million, in Rich Tree Land Pte Ltd (“RTL”) to develop an advanced diagnostic and wellness medical centre (Phase 1) of this exciting project in southern China. The Zhuhai-Singapore Life Science Park is a specialist ambulatory medical centre with a staff of multidisciplinary consultants. Located in the Zhuhai Free Trade Zone it will offer health screening, endoscopic and operation services, including a comprehensive suite of aesthetic services that will involve investments of about S$80 million upon completion in 2017. AAMG has been appointed the lead project manager for the development of the Park, and will oversee its design and delivery together with UPMC. The project management role is in line with our diversification into project consultancy and management services. International interest in China’s healthcare sector until now is largely confined to traditional Chinese medicine and hospital-based services. The Zhuhai-Singapore Life Science Park aims to change this and reshape medical tourism in Southern China over the next decade. The Park will leverage on China’s demand for world-class medical expertise, as well as Zhuhai’s close proximity to Macau and Hong Kong via the Hong Kong-Macau-Zhuhai Bridge which is scheduled for completion in 2016. page 07 Zhuhai-Singapore Life Science Park Signing Ceremony On 12 August 2015, Asian American Medical Group (“AAMG”) announced that it had entered into a conditional sale and purchase agreement to acquire a 60% stake, valued at S$19.6 million, in Rich Tree Land Pte Ltd (“RTL”) for the development of an advanced diagnostic and wellness medical center in Zhuhai, Southern China. Both parties signed the agreement for the development of the Zhuhai- Singapore Life Science Park in a ceremony at the Mandarin Oriental Hotel Singapore, with the media, industry peers and investors in attendance. AAMG has been appointed the project lead manager for the development of the Zhuhai-Singapore Life Science Park (Phase 1), a specialist ambulatory medical centre offering health screening, endoscopic and surgical services. The Park also offers multi-disciplinary medical consultations, including a one-stop suite of aesthetic services. AAMG, together with leading U.S. healthcare group UPMC, will oversee the design and delivery of the Park, which has been scheduled for completion in 2017. The agreement marks AAMG’s entry into the mainland Chinese market, expanding its regional presence beyond Malaysia and Myanmar. It also signifies a strategic diversification from the Group’s core medical specialisations of advanced liver treatments and, more recently, radiotherapy oncology. China is the world’s 3rd largest and fastest growing healthcare market in the world and is expected to be valued at US$1 trillion by 2020. Mainland China’s domestic population is growing larger and wealthier, and is becoming increasingly conscious about the quality of medical care. AAMG believes that the project will reshape medical tourism in Southern China over the next decade, leveraging factors such as China’s demand for world-class medical expertise, Zhuhai’s close proximity to Macau and Hong Kong, and the Park’s accessibility via the upcoming Hong Kong-Macau- Zhuhai Bridge. The acquisition is subject to due diligence, shareholder approval and the receipt of an independent valuation of the land owned by RTL. page 08 page 09 AAMG Annual Report 2015 KEY MILESTONES 1990 1991 1992 1993 1995 1997 The world's first heart-and-liver transplant performed by Dato’ Dr KC Tan First split-liver transplant in the United Kingdom (“UK”) First auxiliary liver transplant for liver failure in the UK First paediatric living donor liver transplant (“LDLT”) in the UK; Second auxiliary liver transplant for metabolic disease in the world First paediatric LDLT in South-East Asia Second split-liver transplant in Asia First successful adult LDLT in South-East Asia 2007 2002 2004 - 2006 Performed first liver transplants for patients from Pakistan, Sri Lanka, Myanmar, Bangladesh and the United Arab Emirates in our centre First private medical centre to successfully performed the 100th LDLT in Asia Listed on the Australian Securities Exchange (“ASX”), stock code AJJ First healthcare company in Singapore to use remote patient monitoring devices for the Intensive Care Unit 2009 2010 Established its first satellite clinic, which incorporated telemedicine services, in Ho Chi Minh City, Vietnam. Signed Service Agreement with UPMC, a top Global Healthcare Enterprise based in Pittsburgh, USA First private medical centre to successfully performed the 200th LDLT in Asia Signed Consultancy Agreement with iHeal Medical Services to practice at iHeal Medical Centre in Kuala Lumpur, Malaysia. 1990 - 2010 2012 2011 Entered into a Management Services Agreement with Parkway Hospitals to co-manage Gleneagles Hospital’s liver diseases clinical program. page 10 Signed a Joint Venture Agreement with Pinlon Hospital and 30th Street Clinic in Yangon, Myanmar to establish the first premier liver centre based in Pinlon Hospital to provide treatment for liver diseases 2014 2013 Established Haematopoietic Stem Cell Transplant centre which offers treatment for other blood related diseases. Signed Service Agreement with Vinmec International Hospital to set up a liver clinic in Hanoi, Vietnam Successful placement of 21,000,000 new shares to RusSing Med Holdings. Creation of new brand Corporate identity and renamed Asian American Medical Group (“AAMG”) 2015 Successful placement of 30,000,000 new shares to a group of sophisticated investors Set up a Radiation Oncology division, Asian American Radiation Oncology Pte Ltd (“AARO”), led by Dr Daniel Tan Yat Harn Entered into agreement with Rich Tree Land to provide Consultancy Services as Project Lead Manager for a proposed Zhuhai-Singapore Life Science Park in Zhuhai, China Entered into a Conditional Sale and Purchase agreement to acquire 60% of Rich Tree Land for S$19.6 million AARO signed a Memorandum of Understanding (“MOU”) with Hwa Koon Engineering, a specialist contractor in the healthcare industry, focusing on turnkey project design and building services with expertise in radiation shielding and bunker construction to explore collaborations in Asia AARO signed a MOU with Jisenkai Medical Corporation Aizawa Hospital, a private general hospital based in Matsumoto in Nagano Prefecture, Japan which operates a comprehensive cancer centre equipped with a proton beam therapy ("Proton Therapy") facility to explore opportunities for the establishment of Proton Therapy services in Singapore and South-East Asia. 1990 1991 1992 1993 1995 1997 2002 The world's first heart-and-liver transplant performed by Dato’ Dr KC Tan First split-liver transplant in the United Kingdom (“UK”) First auxiliary liver transplant for liver failure in the UK First paediatric living donor liver transplant (“LDLT”) in the UK; Second auxiliary liver transplant for metabolic disease in the world First paediatric LDLT in South-East Asia Second split-liver transplant in Asia First successful adult LDLT in South-East Asia 2004 - 2006 Performed first liver transplants for patients from Pakistan, Sri Lanka, Myanmar, Bangladesh and the United Arab Emirates in our centre 2007 First private medical centre to successfully performed 2009 Listed on the Australian Securities Exchange (“ASX”), the 100th LDLT in Asia stock code AJJ 2010 First healthcare company in Singapore to use remote patient monitoring devices for the Intensive Care Unit Established its first satellite clinic, which incorporated telemedicine services, in Ho Chi Minh City, Vietnam. Signed Service Agreement with UPMC, a top Global Healthcare Enterprise based in Pittsburgh, USA First private medical centre to successfully performed the 200th LDLT in Asia Signed Consultancy Agreement with iHeal Medical Services to practice at iHeal Medical Centre in Kuala Lumpur, Malaysia. 1990 - 2010 2012 2011 Entered into a Management Services Agreement with Parkway Hospitals to co-manage Gleneagles Hospital’s liver diseases clinical program. 2013 Established Haematopoietic Stem Cell Transplant centre which offers treatment for other blood related diseases. Signed Service Agreement with Vinmec International Hospital to set up a liver clinic in Hanoi, Vietnam Successful placement of 21,000,000 new shares to RusSing Med Holdings. Creation of new brand Corporate identity and renamed Asian American Medical Group (“AAMG”) Signed a Joint Venture Agreement with Pinlon Hospital and 30th Street Clinic in Yangon, Myanmar to establish the first premier liver centre based in Pinlon Hospital to provide treatment for liver diseases 2014 2015 Successful placement of 30,000,000 new shares to a group of sophisticated investors Set up a Radiation Oncology division, Asian American Radiation Oncology Pte Ltd (“AARO”), led by Dr Daniel Tan Yat Harn Entered into agreement with Rich Tree Land to provide Consultancy Services as Project Lead Manager for a proposed Zhuhai-Singapore Life Science Park in Zhuhai, China Entered into a Conditional Sale and Purchase agreement to acquire 60% of Rich Tree Land for S$19.6 million AARO signed a Memorandum of Understanding (“MOU”) with Hwa Koon Engineering, a specialist contractor in the healthcare industry, focusing on turnkey project design and building services with expertise in radiation shielding and bunker construction to explore collaborations in Asia AARO signed a MOU with Jisenkai Medical Corporation Aizawa Hospital, a private general hospital based in Matsumoto in Nagano Prefecture, Japan which operates a comprehensive cancer centre equipped with a proton beam therapy ("Proton Therapy") facility to explore opportunities for the establishment of Proton Therapy services in Singapore and South-East Asia. page 11 PROFILE OF BOARD OF DIRECTORS Dato’ Dr Kai Chah Tan Executive Chairman D.P.M.P., MBBS (MAL), FRCS (EDIN),FAMS Mr Wing Kwan Teh Non-Executive Director FCA (S’pore), FCCA (UK), IA(HKCPA), CA (M’sia) Dato’ Dr Kai Chah Tan serves as the Executive Chairman of AAMG. He is also the Executive Chairman of Asian American Liver Centre Pte Ltd (“AALC”) and the Director of Asian American Medical Group Inc.(“AAMG Inc”), Asian American Radiation Oncology Pte Ltd (“AARO”) and Asian American Medical Group Pte Ltd (“AAMG PL”), all are subsidiaries of AAMG. Dr Tan is the lead Surgeon (Hepatobiliary/ Transplant) in AALC. Dr Tan graduated from the University of Malaya, in 1978 and obtained his Surgical Fellowship from the Royal College of Surgeons, Edinburgh in 1982. From 1984 to 1987, he obtained advanced training in paediatric surgery in Manchester and Southampton, United Kingdom (“UK”) and further training in paediatric hepatobiliary surgery and liver transplant surgery at King’s College Hospital (“KCH”), London. Dr Tan was Consultant Liver Surgeon at KCH and taught surgery at the University of London from 1988 to 1994. Pioneering various liver transplant procedures in the UK for both adults and paediatric patients, from the first ‘split-liver’ transplant, the first auxiliary liver graft to five liver-kidney and one heart-liver transplants, Dr Tan has received many accolades from his peers, patients and their families alike. With more than 400 liver transplant procedures in the UK under his belt, Dr Tan set up his practice, the Asian Centre for Liver Diseases & Transplantation (“ACLDT”), in Gleneagles Hospital, Singapore in 1994. Dr Tan was also appointed the Director of the Liver Transplant Programme, National University Hospital (“NUH”), Singapore from 1995 to 2002. In April 2002, the first 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. •••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• Mr Wing Kwan Teh specializes in corporate restructuring, corporate finance and merger & acquisition. Mr Teh is currently the Managing Director and Group CEO of Sapphire Corporation Limited (“Sapphire”) (listed on the Main Board of the Singapore Exchange Securities Limited (“SGX-ST”)) and under the new strategic direction of Mr Teh, Sapphire has undergone a major corporate restructuring exercise and successfully acquired the second largest privately-owned urban rail transit infrastructure group in China as part of his corporate turnaround strategies. Mr Teh is also a Non-Executive and Non-Independent Director of Singapore eDevelopment Ltd (listed on Catalist of the SGX-ST and previously known as CCM Group Limited), an appointed Adviser to the Board of Koda Ltd (listed on the Main Board of SGX-ST), a sophisticated investor and a director of BMI Capital Partners Limited (Hong Kong). He was a Non-Executive and Non-Independent Director of Heng Fai Enterprises Limited (listed on the Hong Kong Stock Exchange) and he also served as appointed Audit Committee Chairman and Independent Director of other public companies listed on the SGX-ST. Mr Teh has had significant experience having been a professional in finance who have been advising companies listed in and prepared to list in Hong Kong, Singapore, Australia, Vietnam and Taiwan. Mr Teh is a nominated candidate for the Asia Pacific Entrepreneurship Awards 2015 (Singapore) under the Industrial and Commercial Products Industry. Mr Teh is a Fellow Chartered Accountant of Singapore, Fellow Member of the Association of Chartered Certified Accountants (United Kingdom), an International Affiliate of the Hong Kong Institute of Certified Public Accountants, a Chartered Accountant of the Malaysian Institute of Accountants, a Full Member of Singapore Institute of Directors and a Member of Hong Kong Securities and Investment Institute. page 12 PROFILE OF BOARD OF DIRECTORS Mr Evgeny Tugolukov Non-Executive Director B Econ Mr Heng Boo Fong Independent Non-Executive Director B Acc (Hons) 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 20 years of rich entrepreneurial background in various business fields. 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 field, 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. •••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 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 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 41 years of working experience in auditing, finance, business development and corporate governance. He was with the Auditor-General’s Office, Singapore, from 1975 to 1993. He held the appointment of Assistant Auditor-General when he left the Auditor-General’s Office. He was also General Manager (Corporate Development) of a listed company in Singapore as well as the Chief Financial Officer 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 was a Fellow Member of the Institute of Singapore Chartered Accountants. He was a council member of the then Institute of Certified 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, which are Colex Holdings Limited, CapitaRetail China Trust Management Limited and Sapphire Corporation Limited. page 13 PROFILE OF BOARD OF DIRECTORS Mr Paul Vui Yung Lee Independent Non-Executive Director B Bus (MIS) Ms Jeslyn Jacques Wee Kian Leong Independent Non-Executive Director FCCA (UK) Mr Paul Lee has over 19 years’ experience in business development, quality control and cost management. He has served on a number of 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 Nomination and Remuneration Committee and is also a member of the Audit Committee. •••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• Ms Jeslyn Leong is a Fellow of the Association of Chartered Certified Accountants (United Kingdom) with 24 years of extensive experience in the field of corporate finance, which included tenure as a Financial Accountant of Teys Australia Pty Ltd, Australia’s leading beef processor and exporter. Ms Leong joined AAMG as an Independent Non-Executive Director on 1 January 2012. She is currently an Accountant with Orrcon Steel, a wholly-owned subsidiary of BlueScope Steel Limited (listed in Australian Securities Exchange, “ASX”), a leading Australian distributor and manufacturer of steel, tube and pipe. In this role she has obtained extensive experience in manufacturing management. She is also presently an Independent Director of Six Senses. Six Senses Mountain Resort has been listed as one of the top 10 iconic Australian holiday homes. page 14 PROFILE OF DOCTORS AND KEY MANAGEMENT Dr Kang Hoe Lee Respiratory Physician & Intensivist (Critical Care & Liver Transplant) MA (UK), MBBChir (UK), MRCP (UK), FRCP(EDIN), FAMS (SIN), EDIC (EUR) Dr Yee Lee Cheah Surgeon (Liver Transplant/ Hepatopancreatobiliary Surgery) MBBCh BAO (IREL), AFRCSI (IREL), American Board of Surgery (USA) Dr Lee Kang Hoe graduated from University of Cambridge, UK. He was a scholar at Jesus College, Cambridge and a recipient of the Duckworth Prize. He also received support from Kuok Foundation, Malaysia for his medical studies. Dr Lee interned with Professor Sir Roy Calne at Addenbrooke’s Hospital and finished his general medicine training at Cambridge before coming to Singapore. In 1990, he joined the Department of Medicine at the NUH, Singapore. Dr Lee completed his Fellowship in Critical Care Medicine at the UPMC in USA from 1993 to 1995, and was awarded Fellow of the Year in 1994. From 1994 to 1995, Dr Lee performed research with Professor Michael Pinsky at UPMC on acute lung injury. On his return to Singapore, Dr Lee crossed over to the NUS as a Lecturer in Medicine and was promoted to Associate Professor. He was also the Medical Director of the ICU at NUH, where he started the liver dialysis programme in 2000. Dr Lee was with NUS until 2005 when he joined Gleneagles Hospital, Singapore as Director of ICU. Since then, he has been working together with the ACLDT, now known as AALC. Dr Lee has expanded the liver dialysis programme to include other devices, and also helped set up the dedicated liver ICU where he has been active in the management of liver failure and liver transplant patients. Dr Lee was one of the founding members of the Society of Intensive Care Medicine and was a previous member of the Specialist Training Committee for Intensive Care Medicine and Respiratory Medicine. He has published extensively in the critical care and liver transplant areas, and he has also been involved in various research protocols together with scientists at NUS and A*STAR in Singapore. •••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• A Board Certified surgeon of the American Board of Surgery, Dr Yee Lee Cheah specialises in liver transplantation and hepatopancreatobiliary surgery (surgery of the liver, pancreas and bile ducts). Dr Cheah began her surgical career in 2000 with a medical degree from the Royal College of Surgeons, Ireland, and obtained her Associate Fellowship of the Royal College of Surgeons, Ireland, in 2003. From 2003 to 2008, she completed her general surgery training at the prestigious Ivy League General Surgery Residency Program at Brown University in Rhode Island, USA, where she was appointed Executive Chief Resident of General Surgery in 2008. Dr Cheah also received the Dean’s Teaching Award in 2007 and the Haffenreffer Outstanding Resident of the Year Award in 2008 at Brown University. Dr Cheah underwent advanced training in liver transplantation and hepatopancreatobiliary surgery under the mentorship of Professors Elizabeth Pomfret and Roger Jenkins at the Lahey Clinic in Massachusetts, USA. She completed her American Society of Transplant Surgeons (“ASTS”) accredited fellowship in 2010. Dr Cheah returned to Asia and joined Khoo Teck Puat Hospital (“KTPH”), Singapore, as Consultant Surgeon and was instrumental in developing its hepatopancreatobiliary surgery programme until 2014, when she left KTPH to join Asian American Liver Centre. Dr Cheah’s clinical interests are in living donor liver transplantation, surgery of the liver, pancreas and bile ducts for benign and malignant disorders, and nutrition support and therapy of surgical patients. Her main research interests are in the areas of living donor safety, and disorders of the liver, pancreas and bile ducts. Dr Cheah was appointed Clinical Instructor at Brown University and Tufts University, USA, from 2003 to 2010. She is a founding member of the Hepatopancreatobiliary Association of Singapore. In addition, she has served in the Vanguard and Membership Committees of the International Liver Transplant Society (“ILTS”) since 2011. Dr Cheah has given presentations at local national and international surgical, transplant and nutrition meetings and conferences. page 15 PROFILE OF DOCTORS AND KEY MANAGEMENT Dr Daniel Yat Harn Tan Radiation Oncologist & Medical Director Stereotactic Radiosurgery (SRS/SBRT), Brain and Spine, Breast and Prostate Cancers MBBS (SIN), FRCR (Clinical Oncology, UK), FAMS (Radiation Oncology) Dr Daniel Tan Yat Harn is the Consultant Radiation Oncologist and Medical Director of Asian American Radiation Oncology (“AARO”), a newly established division of Asian American Medical Group, in collaboration with UMPC. He also helms the clinical unit of AARO to provide sub-specialty radiation oncology and clinical expertise in advanced radiation techniques to local and regional patients. After graduating from the NUS in 2002, Dr Daniel Tan was awarded a Health Manpower Development (“HMDP”) fellowship by Ministry of Health (“MOH”) Singapore in 2008. He then went on to obtain another fellowship in 2011 at the Royal College of Radiologists, U.K. and subsequently was awarded another HMDP Award for training in Brachytherapy, Stereotactic Radiosurgery and Body Irradiation (“SRS/SBRT”) by MOH Singapore in 2012. He was admitted as a Fellow of the Academy of Medicine, Singapore (“FAMS”), Chapter of Radiation Oncology in 2012. Dr Daniel Tan’s research interest involves the study of the use and evaluation of stereotactic radiosurgery (“SRS”) and stereotactic body radiation therapy (“SBRT”) in benign and malignant tumours of the brain and spine. Together with his mentors, he developed the Novalis Brain Stereotactic Radiosurgery Program at the National Cancer Centre Singapore (“NCCS”) and subsequently developed the Novalis Spine Stereotactic Radiosurgery Program after returning from abroad. He was the national project coordinator for the International Atomic Energy Agency’s (“IAEA”) project involving efforts to train and develop SBRT, an advanced radiation technique, in countries within the Asia-Pacific Region. He was Course Director for the first regional training course in SBRT in 2012 and in 2014 he was invited to IAEA as an expert consultant for preparation of phase 2 of this regional project. Dr Daniel Tan’s work has been presented at major international conferences, and speaks frequently on his research subjects in regional meetings. He has written and published in research journals on the subjects of neuro-oncology, SRS and SBRT. Dr Daniel Tan was the Co-Chairperson of the Neuro-Oncology Cancer Service Line Development workgroup in NCCS and Clinical lecturer at the Yong Loo Lin School of Medicine at the NUS. He serves as an executive committee member of the Singapore Radiological Society and as a council member of the College of Radiology Singapore and is currently organizing chairman of their 24th Annual Scientific Meeting and the event RadiologyAsia 2015. He is currently pursuing his MBA in Healthcare Management at NUS because he believes that good medicine depends on good management. page 16 Mr Meng Yau Yeoh Group Chief Financial Officer FCA (S’pore), FCCA (UK), CA (M’sia) PROFILE OF DOCTORS AND KEY MANAGEMENT Mr Cherinjit Kumar Shori Group Chief Operating Officer B Acc, PGDip Marketing & Healthcare Angela Chiew Foong Choong Chief Commercial Officer CA (S’pore), FCMA (UK) 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 Certificate 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 Officer 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 increase the market share for its group of hospitals in Singapore, before joining AAMG. 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 Officer in November 2009. ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• Mr Meng Yau Yeoh obtained his professional accounting qualification from the Association of Chartered Certified Accountants (“ACCA”) in 1994 and has over 20 years of working experience in auditing, finance and business development. He started his career at the then KPMG Peat Marwick in 1995 and left as an Audit Senior in 1998. After spending four years in the Big 4 audit firm, Mr Yeoh spent the next ten years between 1999 and 2009 working in senior positions in several listed and privately owned companies involved in a wide range of industries ranging from property development, construction, information technology, investment holdings to service and hospitality in Singapore, Malaysia and Australia. During that period, he was involved in two successful main board Initial Public Offerings in Singapore, listing exercises and trade sales in Germany and United Kingdom. Mr Yeoh is a Fellow Member of the Institute of Singapore Chartered Accountants, Fellow Member of the Association of Chartered Certified 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 Officer in March 2013. ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• Ms Angela Chiew Foong Choong holds professional accounting qualifications from the Institute of Chartered & Public Accountants Singapore and the Chartered Institute of Management Accountants in the U.K. She has 27 years of regional business experience, with a strong track record of finance and project management across China and South-East Asia. Ms Choong established her career in 1988 at The International Paint Sdn Bhd (now a subsidiary of global paints and coatings company Akzo Nobel NV) as an accountant, where she was promoted to Finance & Commercial Manager within five months of being with the company and took up the position of Chief Accountant of International Paint Singapore Pte Ltd after two years. She was promoted to Regional Finance Manager (Far East) when the International Paint Ltd UK Group established their first regional HQ in Singapore in 1991, after which she assumed the role of Regional Finance Manager (Asia) from 1992 to 1995. During this time, she completed due diligence, recruited, trained and managed a team for the initial takeover process of a recently acquired joint-venture (JV) business in Taiwan. Ms Choong later returned to International Paint Singapore Pte Ltd to serve as Finance Director from 1995 to 2000, where she oversaw finance, internal control and compliance, IT, logistics and warehousing operations. In 2000, Ms Choong became SBU (Regional) Financial Controller of Marine & Protective Coatings – which covers ten legal entities in nine countries and eight manufacturing sites – for China, India and South-East Asia. She was member of project steering committee for the construction of a new factory in China from 2005 to 2007 responsible for finance, legal, tax exemption approval and cost control; working closely with project manager (construction) to deliver target plant commissioning deadline. She later became Regional Controller for Marine Coatings Asia, where she was responsible for all Asian operations, including six legal entities in five countries. She took on several key management and accounting projects during this time, and was extensively involved in negotiations for the extension of a JV contract in China, and subsequently extension of land use right for the JV. Ms Choong joined AAMG as Chief Commercial Officer (“CCO”) in August 2015. She spearheads the Commercial Division, where she manages AAMG’s existing portfolio while sourcing for new projects and advising on their feasibility. page 17 AAMG Annual Report 2015 FINANCIAL REVIEW Financial review Year ended 31 August Revenue Other operating income Direct costs and operating expenses Profit/(Loss) from continuing operations Taxation Profit/(Loss) from continuing operations, net of tax Loss from discontinued operations, net of tax Profit/(Loss) after taxation Profit/(Loss) attributable to: Members of the parent entity Non-controlling interest Total share capital and reserves Basic earnings/(loss) per share - - Continuing operations Discontinued operations Net asset value per share Net tangible asset value per share n.m - not meaningful 2015 2014 Increase % 65.2 4.0 31.5 n.m n.m n.m 126.3 n.m n.m n.m n.m 60.6 S$’000 S$’000 20,354 103 12,322 99 (19,394) (14,748) 1,063 (13) 1,050 (491) 559 598 (39) 559 8,476 2015 (2,327) 51 (2,276) (217) (2,493) (2,493) - (2,493) 5,279 2014 S Cents S Cents 0.49 (0.22) 3.55 3.43 (1.09) (0.10) 2.52 2.39 The Group’s total revenue surged by 65.2% or S$8.1 million to S$20.4 million in FY2015 from S$12.3 million a year earlier, driven by better performances across its key operating segments: liver, radiation oncology and management and consultancy segment. CONTINUING OPERATIONS Liver segment Operated under the Group‘s wholly owned subsidiary Asian American Liver Centre (“AALC”), the Group’s liver treatment and transplantation segment remains the largest revenue contributor, with 95.8% (2014 : 98.2%) of the Group’s overall revenue. While overall patient transactions declined to 8,185 in FY2015 from 9,698 in FY2014, AALC saw an increase in the number of patients seeking liver surgeries and transplants for acute liver failure and liver cancer. Compared to FY2014, liver dialysis procedures surged by 250.0%, while surgical procedures increased by 52.6%. AAMG performed 11 successful living donor liver transplantations (“LDLT”) in FY2015, more than double from five the previous year. The increase in transplantations and surgical activities during FY2015 led to higher third-party revenue, sales of medication and professional consultation fees. Third-party revenue, predominantly back-to-back billings from inpatient cases, increased by 232.7% or S$3.7 million, whilse sales of medication and professional consultation fees increased by 22.9% and 23.7% respectively, compared to FY2014. As a result, AALC saw a 61.1% increase in revenue from S$12.1 million in FY2014 to S$19.5 million in the current financial year. Direct costs and other operating expenses increased by S$4.8 million, or 34.7%, to S$18.7 million in FY2015, up from S$13.9 million in FY2014. Direct costs increased 98.3%, or S$5.7 million, to S$11.5 million in FY2015 from S$5.8 million in FY2014 as a result of higher overall revenue, particularly from third parties. This was partially offset by a S$0.9 million (11.2%) decline in other operating expenses to S$7.2 million in FY2015, down from S$8.1 million in FY2014. This was due mainly to: • S$0.8 million decrease in staff costs, a result of reduced headcount; and • absence of a one-off S$0.3 million impairment cost charged in FY2014. Gross profit margin consequently fell to 42.3% (2014: 52.2%) during the period under review. As a result of the above, the liver segment recorded a Net Profit After Tax (“Net Profit”) of S$1.3 million for FY2015, reversing a Net Loss After Tax (“Net Loss”) of S$2.0 million in the previous financial year. page 18 Management and Consultancy segment AAMG’s Management and Consultancy (“M&C”) segment saw a significant increase in activities over FY2015, following the engagement to provide consultancy services for the development of a medical centre in Zhuhai, China, by Rich Tree Land (“RTL”). The fees for services rendered for the Zhuhai project resulted in a 266.5% increase in consultancy revenue to S$0.8 million in FY2015, up from S$0.2 million in FY2014. Contribution from the M&C arm to the Group’s revenue rose to 4.1% in FY2015, up from 1.8% last year. As a result of the above, total expenses increased by S$0.4 million to S$0.5 million in FY2015 from S$0.1 million in FY2014. Net profit for this segment improved to S$0.3 million in FY2015 from S$0.1 million in FY2014. Radiation Oncology segment The Group established its radiation oncology (“RO”) segment in April 2015 under its subsidiary Asian American Radiation Oncology Pte Ltd (“AARO”), following the closure of its blood and bone marrow transplant segment on 31 December 2014. AARO commenced clinical consultancy in July 2015 after obtaining operational licenses. For the five months under review in FY2015, AARO recorded revenue of S$42,000, but recorded a loss of S$0.1 million for the same period due to development costs. DISCONTINUED OPERATIONS Our blood and bone marrow transplant segment, operated under Asian American Blood & Bone Marrow Transplant Centre Pte Ltd (“AABMTC”), ceased operations on 31 December 2014. AABMTC financial results up to the date of closure have been classified as “Discontinued Operations” in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. The financial results for AABMTC reflect only four months of operations in FY2015, compared to 12 months in FY2014. As such, the loss for Discontinued Operations recorded in FY2015 was S$0.5 million, including a non-recurring write-off for the renovation cost of the AABMTC clinic (S$0.2 million) and its obsolete inventories (S$0.1 million), compared to a loss of S$0.2 million in FY2014. OVERALL GROUP NET PROFIT AFTER TAX The Group recorded an overall Net Profit of S$0.6 million for FY2015, reversing a Net Loss of S$2.5 million in FY2014. Excluding the loss from its discontinued operations, net profit from continuing operations for FY2015 increased by S$3.3 million to S$1.0 million from a net loss of S$2.3 million a year earlier. REVENUE EBITDA AND PROFIT/(LOSS) AFTER TAX 30,000 25,000 20,000 15,000 10,000 5,000 Revenue ($'000) 4,000 3,000 2,000 1,000 0 -1,000 -2,000 -3,000 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 EBITDA ($'000) Profit/(loss) after tax ($'000) SHARE CAPITAL AND RESERVES EPS AND NAV 9,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 2011 2012 2013 2014 2015 Share capital and reserves ($'000) Basic Earnings/(Loss) per share ($ cents) Net asset value per share ($ cents) 2011 2012 2013 2014 2015 4 3 2 1 -1 -2 Net assets for the Group increased by S$3.2 million to S$8.5 million, due mainly to the issue of 30,000,000 new placement shares to a group of sophisticated investors during the year. page 19 AAMG Annual Report 2015 FINANCIAL REVIEW cont’d Other significant changes in the balance sheet during the year under review were: a) Increase in cash and cash equivalents by S$1.0 million to S$6.3 million as a result of a $3.2 million share placement, which was offset by payment of operating expenses; b) Higher trade and other receivables, which increased by S$6.5 million to S$8.3 million on the back of higher revenues, particularly to patients from the United Arab Emirates (“UAE”) which are on credit terms ranging between 60-120 days. c) Trade and other payables increased correspondingly by S$3.8 million to S$6.7 million, due mainly to higher purchases of materials and consumables in line with higher revenue; and d) Decrease in the foreign currency translation reserve by S$0.7 million as a result of the weakened Australian dollar, which affected the Group’s assets denominated in the Australian dollar. Given the above, Net Asset Value (“NAV”) per share increased by S 1.0 cents to S 3.5 cents. PATIENT NATIONALITY MIX FOR LIVER SEGMENT V I E M Y A T N A M N M A R 2 % 2 % INDONESIAN 15% S O U T H A SIA 2 % N 2 S SI A % U R H O T S 5 % R E INDONESIAN 18% S O U T H A S I A 2 % OTHERS 15% % N 6 A E R O P A G S I N FY2015 S I N G A P O R E A N 2 % MALAYSIAN 10% UAE 56% M O N G O LIA N 4 % FY2014 MALAYSIAN 12% M O N G O LIA N 5 % P H I L L I P I N E S 4 % M Y A N M A R 3 % M 2 V I E % N A T UAE 30% The liver segment’s revenue increased by S$7.4 million from S$12.1 million in FY2014 to S$19.5 million in the current financial year. The revenue contribution from patients coming from the United Arab Emirates (“UAE”) became more significant in FY2015, making up 56.0% of AALC’s overall revenue, up from 30.0% in FY2014. In terms of patient transaction numbers, UAE makes up roughly a quarter of all patients in FY2015, compared to 14.5% in FY2014. UAE patients also make up a majority of AALC’s transplant cases with eight out of the 11 cases being UAE patients. Patients from South-East Asia, particularly from Indonesia and Malaysia continue to form the balance of the majority of our liver segment’s core patients. page 20 h GG The Gift LL of Life PATIENTS’ TESTIMONIAL AAMG Annual Report 2015 L I V E R Ng Cheow Poh, 65, semi-retired Recipient I had always led a sedentary lifestyle with no major health problems. Therefore, when I was first diagnosed with cancer, I did not make a mountain out of a molehill. I felt that I could do nothing but go for chemotherapy I only realised the seriousness of the problem at a subsequent medical check-up, when the doctors revealed that and leave the rest to fate. I told no one of my condition. I had contracted Hepatitis B and that my liver had hardened. I had to undergo a liver transplant. This also meant that I could no longer hide the truth from my family, despite not wanting to burden them. In all honesty, I was neither afraid of the disease nor the prospect of surgery, but my greatest fear was that I would have to leave this world without watching my grandchildren grow up. We were referred to Dr Tan Kai Chah and had my first consultation session with Dr Tan. He and his staff gave me all the support I needed. He did not stress me out with a discussion of medical terms. Instead, he told me not The transplant surgery was so smooth and painless that I could not believe I was done even after leaving the to worry and that I was well taken care of. This episode taught me that life is short. Without the successful liver transplant, I might only have lived till the age of 55. This year, I had the privilege of celebrating my 65th birthday. I appreciate my family more than ever and hope to see my grandchildren grow up and get married someday. I continue to do light exercise and watch my diet, and can enjoy my favourite dishes in moderation. I feel much healthier and people have even commented that I look much younger. My family takes great care of me at home, and I have changed my lifestyle for their sake and mine. I want to extend my gratitu de to Dr Tan and his team for more than a decade's worth of opportunities to live for the better. I will always be grateful to him for giving me more time with my family – they truly are my life’s Intensive Care Unit. greatest treasure. page 22 page 22 Kenny Ng, 27, Businessman Donor to the point where a liver transplant was his last resort. Twelve years ago, my father’s liver began to fail. Despite undergoing chemotherapy, his situation had deteriorated My father did not tell us about any of this until just before the transplant. It was a difficult time for us all: my grandfather had just passed away, while I had just graduated and had plans to get married that month. However, my brother and I knew that our father required a liver donor for the transplant. We were determined to save him and did not hesitate to go for the scans. Eventually, I was deemed to be a suitable donor. We were quickly referred to Dr KC Tan to prepare for the surgery. Dr Tan made sure we took every possible precaution. He was very thorough and even asked my father to consult various specialists such as dentists and cardiologists for check-ups, in order to avoid unnecessary surgical complications. Dr Tan explained my father's condition clearly, answered all our questions and was available to advise us every On the day of the surgery, both my father and I were given anaesthetic and wheeled into the Intensive Care Unit. I still remember waking up after 14 hours, and finding my father awake and furious. The first thing he asked was, "Why are they still here? Why hasn't the operation started?” He had not realised that the operation was step of the way, which was a great comfort to our family. Recovery was as smooth as the surgery – I got out of bed within a week and was back in the office within a month. My advice to donors is to keep fit before the operation, as the recovery period will be shorter if one is While people say that donating an organ weakens you, this is definitely not true. After the operation, I actually exercised more and joined more triathlons. I always bring a placard that says, "Be a living donor." I do this to raise awareness about liver transplants, especially for recipients who don't have family members to fall back on. This whole incident has brought our family together again. Since my father and I recovered, our family is closer than ever. All of us, including the grandchildren, have dinner together every night. Thanks to Dr Tan and his team, I have my father back. I would even go as far as to say that his life today is more vibrant, healthy and fulfilling than before. We will always be indebted to Dr Tan for this. Words alone cannot express the depth of our gratitude, but we hope our sincere "thank you" will be enough. over. It was indeed a pain-free process. in good health. Radiation Therapy – A cancer survivor’s story Brendon Lam, 42, Senior Lecturer My cancer was identified at a very early stage. Most would say I am quite lucky that the cancer was discovered at that point, but it still came as a shock – I had not expected to face this seemingly insurmountable challenge at the age of 42. I was referred to Dr Daniel Tan for an initial consultation. At this point and at every subsequent stage of the process, Dr Tan spent considerable time and effort explaining my medical condition, as well as all treatment options, to help me make a well-informed decision. Through this process, we decided that Stereotactic Body Radiotherapy would be the best course of action. Dr Tan was caring and patient throughout this journey, which is how I knew that I was in the right hands. He ensured that I received the right treatment as fast as possible, and personally conducted and supervised every one of my radiotherapy sessions. Cancer is a physical battle that takes an unexpected emotional toll on you and your loved ones. Dr Tan’s encouragement, counsel and endless optimism kept my spirits up during this trying time. Thankfully, my experience with radiation therapy was actually quite painless. Something that could’ve been deeply traumatic was made uncomplicated and effortless, and my recovery was smooth and problem-free. I'm happy to say that life after therapy has been great! In fact, I have not noticed any aftereffects from my treatment, and have returned to my everyday routine. I would like to sincerely thank Dr Tan and his team for their dedication and hard work. Without them, I would not have survived cancer unscathed. L I V E R Recipient Ng Cheow Poh, 65, semi-retired and leave the rest to fate. I told no one of my condition. I had always led a sedentary lifestyle with no major health problems. Therefore, when I was first diagnosed with cancer, I did not make a mountain out of a molehill. I felt that I could do nothing but go for chemotherapy I only realised the seriousness of the problem at a subsequent medical check-up, when the doctors revealed that I had contracted Hepatitis B and that my liver had hardened. I had to undergo a liver transplant. This also meant that I could no longer hide the truth from my family, despite not wanting to burden them. In all honesty, I was neither afraid of the disease nor the prospect of surgery, but my greatest fear was that I would have to leave this world without watching my grandchildren grow up. We were referred to Dr Tan Kai Chah and had my first consultation session with Dr Tan. He and his staff gave me all the support I needed. He did not stress me out with a discussion of medical terms. Instead, he told me not The transplant surgery was so smooth and painless that I could not believe I was done even after leaving the This episode taught me that life is short. Without the successful liver transplant, I might only have lived till the age of 55. This year, I had the privilege of celebrating my 65th birthday. I appreciate my family more than ever and hope to see my grandchildren grow up and get married someday. I continue to do light exercise and watch my diet, and can enjoy my favourite dishes in moderation. I feel much healthier and people have even commented that I look much younger. My family takes great care of me at I want to extend my gratitu de to Dr Tan and his team for more than a decade's worth of opportunities to live for the better. I will always be grateful to him for giving me more time with my family – they truly are my life’s home, and I have changed my lifestyle for their sake and mine. to worry and that I was well taken care of. Intensive Care Unit. greatest treasure. PATIENTS’ TESTIMONIAL Kenny Ng, 27, Businessman Donor Twelve years ago, my father’s liver began to fail. Despite undergoing chemotherapy, his situation had deteriorated to the point where a liver transplant was his last resort. My father did not tell us about any of this until just before the transplant. It was a difficult time for us all: my grandfather had just passed away, while I had just graduated and had plans to get married that month. However, my brother and I knew that our father required a liver donor for the transplant. We were determined to save him and did not hesitate to go for the scans. Eventually, I was deemed to be a suitable donor. We were quickly referred to Dr KC Tan to prepare for the surgery. Dr Tan made sure we took every possible precaution. He was very thorough and even asked my father to consult various specialists such as dentists and cardiologists for check-ups, in order to avoid unnecessary surgical complications. Dr Tan explained my father's condition clearly, answered all our questions and was available to advise us every step of the way, which was a great comfort to our family. On the day of the surgery, both my father and I were given anaesthetic and wheeled into the Intensive Care Unit. I still remember waking up after 14 hours, and finding my father awake and furious. The first thing he asked was, "Why are they still here? Why hasn't the operation started?” He had not realised that the operation was Recovery was as smooth as the surgery – I got out of bed within a week and was back in the office within a month. My advice to donors is to keep fit before the operation, as the recovery period will be shorter if one is While people say that donating an organ weakens you, this is definitely not true. After the operation, I actually exercised more and joined more triathlons. I always bring a placard that says, "Be a living donor." I do this to raise awareness about liver transplants, especially for recipients who don't have family members to fall back on. This whole incident has brought our family together again. Since my father and I recovered, our family is closer than ever. All of us, including the grandchildren, have dinner together every night. Thanks to Dr Tan and his team, I have my father back. I would even go as far as to say that his life today is more vibrant, healthy and fulfilling than before. We will always be indebted to Dr Tan for this. Words alone cannot express the depth of our gratitude, but we hope our sincere "thank you" will be enough. over. It was indeed a pain-free process. in good health. Radiation Therapy – A cancer survivor’s story Brendon Lam, 42, Senior Lecturer My cancer was identified at a very early stage. Most would say I am quite lucky that the cancer was discovered at that point, but it still came as a shock – I had not expected to face this seemingly insurmountable challenge at the age of 42. I was referred to Dr Daniel Tan for an initial consultation. At this point and at every subsequent stage of the process, Dr Tan spent considerable time and effort explaining my medical condition, as well as all treatment options, to help me make a well-informed decision. Through this process, we decided that Stereotactic Body Radiotherapy would be the best course of action. Dr Tan was caring and patient throughout this journey, which is how I knew that I was in the right hands. He ensured that I received the right treatment as fast as possible, and personally conducted and supervised every one of my radiotherapy sessions. Cancer is a physical battle that takes an unexpected emotional toll on you and your loved ones. Dr Tan’s encouragement, counsel and endless optimism kept my spirits up during this trying time. Thankfully, my experience with radiation therapy was actually quite painless. Something that could’ve been deeply traumatic was made uncomplicated and effortless, and my recovery was smooth and problem-free. I'm happy to say that life after therapy has been great! In fact, I have not noticed any aftereffects from my treatment, and have returned to my everyday routine. I would like to sincerely thank Dr Tan and his team for their dedication and hard work. Without them, I would not have survived cancer unscathed. page 23 AAMG Annual Report 2015 Corporate governance statement The Board of Asian American Medical Group Limited (“AAMG”) seeks to practise the highest ethical and commercial standards while executing its responsibilities in directing the business and affairs 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 financial 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 senior management. The Board is responsible for: • Setting the strategic direction of the Company and establishing goals to ensure these strategic objectives are met; • Appointing the senior management, setting objectives for the senior management and reviewing performance against those objectives, ensuring appropriate policies and procedures are in place for recruitment, training, remuneration and succession planning; • Monitoring financial performance including approval of the annual and half-yearly financial reports and liaison with the Company’s auditors; • Ensuring that risks facing the company and its controlled entities have been identified ensuring that appropriate and adequate controls, monitoring and reporting mechanisms are in place; • Receiving detailed briefings 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 financial 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. 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 qualifications 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. page 24 AAMG Annual Report 2015 DIRECTORS IN OFFICE 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 officer 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 officer 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 specific 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. 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 effective board. Any director appointed during the year to fill a casual vacancy or as an addition to the current board, holds office 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. page 25 AAMG Annual Report 2015 EVALUATION OF SENIOR EXECUTIVES Senior executives, including the Group Chief Operating Officer, Group Chief Financial Officer and Chief Commercial Officer have a formal job description and letter of appointment describing their term of office, duties, rights, responsibilities and entitlements upon termination. The performance of senior executives is reviewed annually before the budgets are approved for the next financial year. This process is a formal one with the executive’s performance assessed against Company, division and personal benchmarks by the 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 financial 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 confidence 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 conflicts 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 Conflict of Interest Policy that clarifies the processes for directors and senior executives to determine and disclose when a conflict of interest exists. DIVERSITY POLICY The Company values diversity and recognises the benefits 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 SHAREHOLDING AND TRADING Objective Actual Number 18 3 2 % 75 43 29 Number 17 2 1 % 71 29 17 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 financial 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 affect 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 qualifications of members of the committee together with their attendances at committee meetings are disclosed in the Directors’ Report within this Annual Report. page 26 AAMG Annual Report 2015 CORPORATE GOVERNANCE STATEMENT cont’d The role of the Audit Committee is to assist the Board fulfill its responsibilities in relation to the identification of the areas of significant business risks and the monitoring of the following: • Effective management of financial and other business risks; • Reliable management reporting; • Compliance with laws and regulations in respect to financial reporting; • Maintenance of effective and efficient 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 financial information for inclusion in the financial 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 financial 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. COMMUNICATION WITH SHAREHOLDERS The Board aims to ensure that shareholders, on behalf of whom they act, are informed of all major developments affecting the Company’s activities and its state of affairs, including information necessary to assess the performance 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 identified 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 identified 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 financial and non financial nature; and • The establishment of committees to report on specific risk as identified. page 27 AAMG Annual Report 2015 CORPORATE GOVERNANCE STATEMENT cont’d INTERNAL RISK MANAGEMENT SYSTEM COMPLIANCE Management is accountable to the Board to ensure that operating efficiency, effectiveness 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 effective 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 significant risks faced by the Company. 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 Nomination and Remuneration Committee The Nomination and Remuneration Committee is comprised of two non-executive directors. The role of the 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 Officer, Group Chief Financial Officer, Chief Commercial Officer 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 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 confident 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 financial commitments against shares issued under the executive securities plan and has requested that they take sufficient professional advice in relation to their individual financial position. There are no retirement schemes or retirement benefits other than statutory benefits for non-executive directors. page 28 AAMG Annual Report 2015 Directors’ report The directors present their report, together with the financial statements of the Asian American Medical Group Limited (“the Group”) for the year ended 31 August 2015. DIRECTORS The directors of the Group at any time during or since the end of the financial year are as set out below. Dato’ Dr Kai Chah Tan (Executive Chairman) 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) Ms Pamela Anne Jenkins (Non-Executive Director) (resigned 30 September 2015) The skills, experience, expertise and tenure of each director are disclosed in the profile of directors section within the Annual Report. Below is the profile of a director who is no longer in office: Ms Pamela Anne Jenkins RGN, B Sc (Hons), MBA (resigned 30 September 2015) Ms Pamela Anne 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. 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 AALC with Dr Tan, assuming the role of director of AALC. 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 where she oversaw the management and operations, budgetary control and strategic planning in liaison with the Executive Chairman and Founder, Dato’ Dr Kai Chah Tan, a position she held until May 2015. 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 for liver diseases and transplantation, radiation oncology and healthcare project management and consultancy services. Our blood and bone marrow transplant segment, operated under Asian American Blood & Bone Marrow Transplant Centre Pte Ltd (“AABMTC”), ceased operations on 31 December 2014. It subsequently changed its name to Asian American Radiation Oncology Pte Ltd (“AARO”) and commenced operating a new radiation oncology segment thereafter. AABMTC’s financial results up to the date of closure have been classified as “Discontinued Operations” Other than the above, there has been no change in the principal activity of the Group during the financial year. COMPANY SECRETARY The following person held the position of company secretary at the end of the financial year: Mr Dario Nazzari Dario Nazzari has a Bachelor of Commerce, a Diploma in Financial Planning and has more than 18 years professional experience. He is a Chartered Accountant and a member of the Institute of Chartered Accountants. REVIEW AND RESULTS OF OPERATIONS Details of the Operations of AAMG during the year, the financial position and the strategies and prospects for the future years can be found in the Chairman’s message on pages 6 and 7 and Financial Review section on pages 18 to 20, which forms part of this Annual Report. page 29 AAMG Annual Report 2015 DIRECTORS’ MEETINGS The following table sets out the number of director’s meetings (including meetings of Committees of directors) held during the financial year and the number of meetings attended by each director (while they were a director or committee member). During the financial year, seven (7) Board meetings, three (3) Audit Committee meetings and two (2) Nomination and Remuneration Committee meetings were held. Directors’ Meetings Audit Committee Meetings Nomination and Remuneration Committee Meetings Number Eligible to attend Number Attended Number Eligible to attend Number Attended Number Eligible to attend Number Attended 7 7 7 7 7 7 7 7 7 7 7 7 7 7 - - - - 3 3 - - - - - 3 3 - - - - - 2 2 - - - - - 2 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 * Ms Pamela Anne Jenkins resigned on 30 September 2015 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 Number of shares Dato’ Dr Kai Chah Tan Mr Wing Kwan Teh Mr Evgeny Tugolukov Mr Heng Boo Fong Mr Paul Vui Yung Lee Ms Jeslyn Jacques Wee Kian Leong ^ Indirect interest through RusSing Med Holdings Pte Ltd. None of the directors have share options in the Company. 102,298,250 4,084,090 ^ 21,000,000 - - - page 30 AAMG Annual Report 2015 DIRECTORS’ REPORT cont’d DIVIDENDS PAID OR RECOMMENDED No interim or final dividend has been paid or recommended by the Directors for the financial year ended 31 August 2015 (2014 : Nil). SIGNIFICANT CHANGES IN STATE OF AFFAIRS Other than the discontinuation of the blood and bone marrow transplantation clinic and the setting up of the new radiation oncology segment, there were no significant changes in the state of affairs of the Group during the year. EVENTS SUBSEQUENT TO BALANCE DATE No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. LIKELY DEVELOPMENTS Likely developments, future prospects and business strategies of the operations of the Group and the expected results of those operations in future years are detailed in the Chairman’s message on pages 6 and 7. These are mainly in line with the Group’s growth strategies as follows: 1. Continue with the Group’s geographical expansion plans and build on existing presence overseas such as in China, Russia and Myanmar, in the area of specialised clinical services and project management; 2. Enhance AARO’s comprehensive suite of capabilities as a regional provider of one-stop solutions in radiology and oncology and to leverage on these capabilities to expand; and 3. Strengthen our position in our core markets for liver services. OPTIONS At the date of this report, the unissued ordinary shares of AAMG under option are as follows: Options exercised/ Options Exercise outstanding Options cancelled/ outstanding at Options Grant Date Price at 1.9.2014 granted lapsed 31.8.2015 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 key management personnel as remuneration, refer to the Remuneration Report. During the financial 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 significant environmental regulation under a law of the Commonwealth or of a State or Territory. The directors are not aware of any particular or significant environmental issues which have been raised in relation to the Company’s operations during the financial year. The directors are also not aware of any breach in the environmental regulations in Singapore, Malaysia, Myanmar and China during the financial year. page 31 AAMG Annual Report 2015 REMUNERATION REPORT (AUDITED) The Directors of Asian American Medical Group Limited (“AAMG” or ‘the Group’) present the Remuneration Report for Non-Executive Directors, Executive Directors and other Key Management Personnel (“KMP”), prepared in accordance with the Corporations Act 2001 and the Corporations Regulations 2001. DETAILS OF MEMBERS OF KEY MANAGEMENT PERSONNEL The key management personnel of the Group during the financial year ended 31 August 2015 are listed below. Directors: Dato’ Dr Kai Chah Tan – Executive Director and Chairman Ms Pamela Anne Jenkins – Non-Executive Director (resigned 30 September 2015) 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 Other key management personnel: Mr Cherinjit Kumar Shori – Group Chief Operating Officer Mr Meng Yau Yeoh – Group Chief Financial Officer Ms Angela Choong Chiew Foong – Chief Commercial Officer (appointed 1 August 2015) The skills, experience, expertise and tenure of each director and KMP are disclosed in the profile of directors and KMP sections respectively within the Annual Report. The Remuneration Report is set out under the following main headings: a. principles used to determine the nature and amount of remuneration; b. details of remuneration; c. service agreements; d. share-based remuneration; and e. other information. A. The principles of the Group’s executive strategy and supporting incentive programs and frameworks are: PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION • to align rewards to business outcomes that deliver value to shareholders; • to drive a high performance culture by setting challenging objectives and rewarding high performing individuals; and • to ensure remuneration is competitive in the relevant employment market place to support the attraction, motivation and retention of executive talent. AAMG has structured a remuneration framework that is market competitive and complementary to the reward strategy of the Group. The Board has established a Nomination and Remuneration Committee which operates in accordance with its charter as approved by the Board and is responsible for determining and reviewing compensation arrangements for the Directors and the Executive Team. The 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 officers of the Group taking into account the financial position of the Consolidated Group. The Board remuneration policy per the formal Charter is to ensure the remuneration package properly reflects 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 specifies 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 A$15,000-A$25,000 (2014: A$15,000-A$25,000). The remuneration structure that has been adopted by the Group consists of the following components: • fixed remuneration being annual salary; and • short term incentives, being employee share schemes and bonuses. The Nomination and Remuneration Committee assess the appropriateness of the nature and amount of remuneration on a periodic basis by reference to recent employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and Executive Team. page 32 AAMG Annual Report 2015 DIRECTORS’ REPORT cont’d The payment of bonuses, share options and other incentive payments are reviewed by the Nomination and Remuneration Committee annually as part of the review of executive remuneration and a recommendation is put to the Board for approval. All bonuses, options and incentives must be linked to pre-determined performance criteria. SHORT TERM INCENTIVE (“STI”) AAMG performance measures involve the use of annual performance objectives, metrics, performance appraisals and continuing emphasis on living the Company values. The performance measures are set annually after consultation with the Directors and executives and are specifically tailored to the areas where each executive has a level of control. The measures target areas the Board believes hold the greatest potential for expansion and profit and cover financial and non-financial measures. The Key Performance Indicators (“KPI’s”) for the Executive Team are summarised as follows: Performance area: • financial - operating profit and earnings per share; and • non-financial - strategic goals set by each individual business unit based on job descriptions. The STI Program incorporates both cash and share-based components for the Executive Team and other employees. The Board may, at its discretion, award bonuses for exceptional performance in relation to each person’s pre-agreed KPIs. VOTING AND COMMENTS MADE AT THE COMPANY’S LAST ANNUAL GENERAL MEETING AAMG received more than 99% of ‘yes’ votes on its Remuneration Report for the financial year ended 31 August 2014. The Company received no specific feedback on its Remuneration Report at the Annual General Meeting. CONSEQUENCES OF PERFORMANCE ON SHAREHOLDER WEALTH In considering the Group’s performance and benefits for shareholder wealth, the Board have regard to the following indices in respect of the current financial year and the previous four financial years: Item EPS (S cents)* Dividends (S cents per share) Net (loss)/profit (S$000) Share price (A$) *continued operations 2015 2014 2013 2012 2011 0.49 - 559 0.08 (1.09) - (2,493) 0.08 0.12 0.20 231 0.14 1.35 0.50 2,506 0.09 0.86 0.40 1,541 0.09 USE OF REMUNERATION CONSULTANTS AAMG did not make use of Remuneration Consultants during the financial year. page 33 AAMG Annual Report 2015 B. DETAILS OF REMUNERATION Details of the nature and amount of each element of the remuneration of each KMP of AAMG are shown in the table below: Short term employee benefit Post- employment benefit Share based payments Termination benefits Cash salary and fees Cash bonus Non- monetary benefits Central Provident Fund Options Termination payments 31 August 2015 S$ S$ S$ S$ S$ S$ Performance based percentage of remuneration % Total S$ Executive Director Dato’ Dr Kai Chah Tan 2,400,000 43,300 Non-Executive Directors Ms Pamela Anne Jenkins (1) 375,000 Mr Wing Kwan Teh 23,437 Mr Evgeny Tugolukov 15,898 Mr Heng Boo Fong 23,437 Mr Paul Vui Yung Lee 15,898 Ms Jeslyn Jacques Wee Kian Leong 15,898 Other Key Management Personnel - - - - - - Mr Cherinjit Kumar Shori 252,000 42,000 Mr Meng Yau Yeoh 169,992 28,332 Ms Angela Chiew Foong Choong (2) 15,000 - 3,306,560 113,632 - - - - - - - - - - - 6,550 10,300 - - - - - 14,000 14,001 600 45,451 - - - - - - - - - - - - 2,449,850 2% - - - - - - - - - 385.300 23,437 15,898 23,437 15,898 15,898 308,000 212,325 15,600 - 3,465,643 - - - - - - 14% 13% - - (1) Ms Pamela Anne Jenkins resigned as Managing Director and was redesignated from Executive Director to Non-Executive Director on 1 June 2015. She subsequently resigned as Non-Executive Director on 30 September 2015. (2) Ms Angela Chiew Foong Choong was appointed on 1 August 2015. page 34 AAMG Annual Report 2015 DIRECTORS’ REPORT cont’d Short term employee benefit Post- employment benefit Share based payments Termination benefits Cash salary and fees Cash bonus Non- monetary benefits Central Provident Fund Options Termination payments 31 August 2014 S$ S$ S$ S$ S$ S$ Performance based percentage of remuneration % Total S$ Executive Director Dato’ Dr Kai Chah Tan 2,400,000 50,533 Ms Pamela Anne Jenkins 480,000 50,533 Non-Executive Directors Mr Wing Kwan Teh 25,568 Mr Evgeny Tugolukov 4,275 Mr Heng Boo Fong 25,568 Mr Paul Vui Yung Lee 10,072 Ms Jeslyn Jacques Wee Kian Leong 17,340 Other Key Management Personnel - - - - - Mr Cherinjit Kumar Shori 252,000 59,500 Mr Meng Yau Yeoh 168,666 49,872 3,383,489 210,438 - - - - - - - - - - 6,300 8,400 - - - - - - - - - - - - 13,600 5,296 13,601 2,874 - 2,456,833 - - - - - - - - 538,933 25,568 4,275 25,568 10,072 17,340 330,396 235,013 41,901 8,170 - 3,643,998 2% 9% - - - - - 18% 21% - The cash bonus relates to bonus that was vested during the year and is subject to approval by the Nomination and Remuneration Committee. The cash bonus is paid between November and December every year and no part of the bonus is payable in the future years. There was no bonus that was forfeited during the year. page 35 AAMG Annual Report 2015 SERVICE AGREEMENTS C. Remuneration and other terms of employment for the Executive Directors and other KMP are formalised in a service agreement. The major provisions of the agreements relating to remuneration are set out below: Name Dato’ Dr Kai Chah Tan Mr Cherinjit Kumar Shori Mr Meng Yau Yeoh Ms Angela Chiew Foong Choong Base salary per month (S$) Term of agreement Notice period 200,000 21,000 14,166 16,000 No fixed term No fixed term No fixed term No fixed term 2 months 1 month 1 month 1 month SHARE-BASED REMUNERATION D. 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 financial year ended 31 August 2015 Overall Date No. Value $ (Note 1) Exercised no. Exercised $ Lapsed no. Lapsed $ Vested no. Vested % Unvested % Lapsed % Percentage Remuneration that are options Group Key Management Personnel Mr Cherinjit Kumar Shori Mr Meng Yau Yeoh 17.1.2011 842,000 46,858 17.1.2011 457,000 25,433 - - - - - - - - - - - - 842,000 100% 457,000 100% - - - - 0% 0% 1,299,000 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. page 36 AAMG Annual Report 2015 DIRECTORS’ REPORT cont’d E. OTHER INFORMATION KMP Options and Right Holdings All KMP may be allocated options to acquire shares in the Group under the Incentive Option Scheme approved by share- holders from time to time. The last such scheme was approved by shareholders at the Annual General Meeting of share- holders held on 6 December 2010. The number of options over ordinary shares held by each KMP of the Group during the financial year is as follows: Balance at beginning of year Granted as remuneration during the year Exercised during the year Lapsed/ cancelled Balance at end of year Balance vested as end of year Vested during the year 31 August 2015 Dato’ Dr Kai Chah Tan Ms Pamela Anne Jenkins(1) Mr Wing Kwan Teh Mr Evgeny Tugolukov Mr Heng Boo Fong Mr Paul Vui Yung Lee Ms Jeslyn Jacques Wee Kian Leong - - - - - - - Mr Cherinjit Kumar Shori 842,000 Mr Meng Yau Yeoh 457,000 Ms Angela Chiew Foong Choong(2) - 1,299,000 - - - - - - - - - - - - - - - - - - - - - - (1) Ms Pamela Anne Jenkins resigned on 30 September 2015 (2) Ms Angela Chiew Foong Choong was appointed on 1 August 2015 31 August 2014 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 Cherinjit Kumar Shori Mr Meng Yau Yeoh Balance at beginning of year Granted as remuneration during the year Exercised during the year Lapsed/ cancelled - - - - - - - 842,000 457,000 1,299,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 842,000 842,000 457,000 457,000 - - 1,299,000 1,299,000 - - - - - - - - - - - Balance at end of year Balance vested as end of year Vested during the year - - - - - - - - - - - - - - - - - - - - - 842,000 842,000 281,000 457,000 457,000 153,000 1,299,000 1,299,000 434,000 page 37 AAMG Annual Report 2015 KMP Shareholdings The number of ordinary shares in Asian American Group Limited held by each KMP of the Group during the financial year is as follows: 31 August 2015 Balance at beginning of year Issued during the year Issued on exercise of options during the year Other changes during the year Dato’ Dr Kai Chah Tan 102,298,250 Ms Pamela Anne Jenkins (1) 21,324,600 Mr Wing Kwan Teh 4,084,090 Mr Evgeny Tugolukov 21,000,000 Mr Heng Boo Fong Mr Paul Vui Yung Lee Ms Jeslyn Jacques Wee Kian Leong Mr Cherinjit Kumar Shori Mr Meng Yau Yeoh Ms Angela Chiew Foong Choong (2) - - - - - - 148,706,940 (1) Ms Pamela Anne Jenkins resigned on 30 September 2015 (2) Ms Angela Chiew Foong Choong was appointed on 1 August 2015 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 31 August 2014 Balance at beginning of year Issued during the year Issued on exercise of options during the year Other changes during the year Dato’ Dr Kai Chah Tan 102,298,250 Ms Pamela Anne Jenkins 21,324,600 Mr Wing Kwan Teh 4,084,090 Mr Evgeny Tugolukov 21,000,000 Mr Heng Boo Fong Mr Paul Vui Yung Lee Ms Jeslyn Jacques Wee Kian Leong Mr Cherinjit Kumar Shori Mr Meng Yau Yeoh - - - - - 148,706,940 Other KMP Transactions There have been no other transactions involving with KMP. End of audited remuneration report. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Balance at end of year 102,298,250 21,324,600 4,084,090 21,000,000 - - - - - - 148,706,940 Balance at end of year 102,298,250 21,324,600 4,084,090 21,000,000 - - - - - 148,706,940 page 38 AAMG Annual Report 2015 DIRECTORS’ REPORT cont’d INDEMNIFICATION AND INSURANCE OF OFFICERS The Company is required to indemnify the directors and other officers of the Company against any liabilities incurred by the directors and officers that may arise from their position as directors and officers 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 officer 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 officers’ 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. 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 satisfied 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 8 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 2015 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. Dato’ Dr Kai Chah Tan Executive Chairman 3 November 2015 page 39 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 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 2015, 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 K Edwards Partner – Audit & Assurance Adelaide, 3 November 2015 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 firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms 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. page 40 Asian American Medical Group Limited ABN NUMBER 42 091 559 125 Annual report for the year ended 31 August 2015 page 41 AAMG Annual Report 2015 Consolidated statement of profit or loss and other comprehensive income For the year ended 31 August 2015 Revenue Other operating income Changes in inventories Inventories Purchase services Employment benefits expense Operating lease expense Depreciation Directors’ fees Related party loan written off Finance expense Other expenses Profit/(loss) before income tax Income tax (expense)/benefit Profit/(loss) for the year from continuing operations Loss for the year for discontinued operations Profit/(loss) for the year Other comprehensive (loss)/income: Items that may be reclassified subsequently to profit or loss Net effect of foreign currency translation Total comprehensive loss for the year Profit/(loss) attributable to : Members of the parent entity Non-controlling interests Total comprehensive loss attributable to : Members of the parent entity Non-controlling interests Consolidated Group Year ended Year ended Note 31 August 2015 31 August 2014 S$ S$ 3 3 4 6 9 5 20,354,104 12,322,235 103,275 (67,319) 98,697 40,355 (2,514,333) (1,814,472) (8,956,447) (4,062,895) (6,036,903) (6,743,188) (469,556) (455,291) (98,566) (105,495) (103,488) (90,365) - (267,027) (396) (3,943) (1,147,362) (1,245,815) 1,063,009 (2,327,204) (13,159) 51,509 1,049,850 (2,275,695) (491,140) (217,437) 558,710 (2,493,132) (701,519) 100,023 (142,809) (2,393,109) 598,064 (2,493,132) (39,354) - 558,710 (2,493,132) (103,455) (2,393,109) (39,354) - (142,809) (2,393,109) page 42 These financial statements should be read in conjunction with the accompany notes. These financial statements should be read in conjunction with the accompany notes. AAMG Annual Report 2015 Consolidated statement of profit or loss and other comprehensive income (cont’d) For the year ended 31 August 2015 Total comprehensive income /(loss) attributable to members of parent entity: Continuing operations Discontinued operations Earnings per share Basic earnings/(loss) per share: Continuing operations Discontinued operations Total Diluted earnings/(loss) per share: Continuing operations Discontinued operations Total Consolidated Group Year ended Year ended Note 31 August 2015 31 August 2014 S$ S$ 387,685 (2,175,672) (491,140) (217,437) (103,455) (2,393,109) 11 11 11 11 0.49 (0.22) 0.27 0.49 (0.22) 0.27 (1.09) (0.10) (1.19) (1.09) (0.10) (1.19) These financial statements should be read in conjunction with the accompany notes. page 43 AAMG Annual Report 2015 Consolidated statement of financial position As at 31 August 2015 ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Income tax refundable Total current assets Non-current assets Plant and equipment Intangible assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Current tax liabilities Finance lease liabilities Total current liabilities Total liabilities Net assets EQUITY Equity attributable to members of the parent entity: Issued capital Reserves Retained earnings Non-controlling interest Total equity Note Consolidated Group 2015 S$ 2014 S$ 12 13 14 18 15 16 17 18 19 20 21 6,249,366 5,292,123 8,316,632 1,786,481 163,668 403,641 - 17,000 14,729,666 7,499,245 189,787 266,123 455,910 468,349 266,123 734,472 15,185,576 8,233,717 6,695,978 2,925,484 13,159 - - 29,580 6,709,137 2,955,064 6,709,137 2,955,064 8,476,439 5,278,653 7,458,090 4,267,495 (523,334) 1,431,037 178,185 832,973 8,365 ,793 5,278,653 110,646 - 8,476,439 5,278,653 page 44 These financial statements should be read in conjunction with the accompany notes. These financial statements should be read in conjunction with the accompany notes. AAMG Annual Report 2015 Consolidated statement of changes in equity For year ended 31 August 2015 Issued capital Retained earnings Foreign currency translation reserve Employee share option reserve Non- controlling interest S$ S$ S$ S$ S$ Total S$ Balance at 1.9.2013 4,267,495 3,561,947 5,983 64,009 - 7,899,434 Total comprehensive income: Loss for the year Other comprehensive income Transactions with owners in their capacity as owners: Employee share option (note 22) Dividend paid (note 10) - - - - - - (2,493,132) - - 100,023 (2,493,132) 100,023 - (235,842) (235,842) - - - Balance at 31.8.2014 4,267,495 832,973 106,006 - - - 8,170 - 8,170 72,179 Balance at 1.9.2014 4,267,495 832,973 106,006 72,179 - - - - - - - - (2,493,132) 100,023 (2,393,109) 8,170 (235,842) (227,672) 5,278,653 5,278,653 Total comprehensive income: Profit/(loss) for the year Other comprehensive loss Transactions with owners in their capacity as owners: Issue of share capital Issue of shares in subsidiary to non-controlling interest - - - 598,064 - - (701,519) 598,064 (701,519) 3,190,595 - 3,190,595 - - - - - - - - - - - - (39,354) 558,710 - (701,519) (39,354) (142,809) 3,190,595 150,000 150,000 150,000 3,340,595 Balance at 31.8.2015 7,458,090 1,431,037 (595,513) 72,179 110,646 8,476,439 These financial statements should be read in conjunction with the accompany notes. page 45 AAMG Annual Report 2015 Consolidated statement of cash flows For year ended 31 August 2015 Consolidated Group Year ended Year ended Note 31 August 2015 31 August 2014 S$ S$ Cash flows from operating activities Receipts from customers Payments to suppliers and employees Income tax refunded/(paid) Net cash used in continuing operations Net cash (used in)/from discontinued operations Net cash used in operating activities 9 25 Cash flows from investing activities Purchase of plant and equipment Interest received Net cash generated from continuing operations Net cash generated from/(used in) discontinued operations 9 Net cash generated from investing activities 13,706,595 14,095,706 (14,888,646) (16,717,918) 17,000 (124,165) (1,165,051) (2,746,377) (717,394) 929,145 (1,882,445) (1,817,232) (61,282) (59,365) 77,476 16,194 16,859 33,053 76,187 16,822 (6,553) 10,269 Cash flows from financing activities Dividends paid Finance cost Fixed deposits released/(pledged) Proceeds from issue of new shares Share issue expenses Proceeds from issue of shares to non-controlling interest 10 4 20 20 - (235,842) (396) 1,515,811 3,203,261 (12,666) 150,000 (3,943) (252,132) - - - Repayment of finance lease liabilities (29,580) (49,058) Net cash generated from/(used in) financing activities 4,826,430 (540,975) Net change in cash and cash equivalents held 2,977,038 (2,347,938) Cash and cash equivalents at beginning of financial year 3,418,105 5,696,038 Effect of exchange rate change on cash held in foreign currencies Cash and cash equivalents at end of financial year 12 (267,663) 6,127,480 70,005 3,418,105 page 46 These financial statements should be read in conjunction with the accompany notes.     AAMG Annual Report 2015 Notes to the financial statements For the year ended 31 August 2015 1. Principle activities Asian American Medical Group Limited (“AAMG” or “Company”) is a company domiciled in Australia. The consolidated financial report of the Company as at and for year ended 31 August 2015 comprises the Company and its subsidiaries. The principal activity of AAMG is that of provision of specialised medical services for liver diseases and transplantation, radiation oncology and healthcare project management and consultancy services. Our blood and bone marrow transplant segment, operated under Asian American Blood & Bone Marrow Transplant Centre Pte Ltd (“AABMTC”), ceased operations on 31 December 2014. It subsequently changed its name to Asian American Radiation Oncology Pte Ltd (“AARO”) and commenced operating a new radiation oncology segment thereafter. AABMTC’s financial results up to the date of closure have been classified as “Discontinued Operations”. Other than the above, there has been no change in the principal activity of the Group during the financial year. AAMG is a for-profit entity for the purpose of preparing financial statements. 2. Statement of significant accounting policies This financial report includes the consolidated financial statements and notes of Asian American Medical Group Limited (“AAMG”) and controlled entities (“Consolidated Group” or “Group”). (a) Basis of preparation The consolidated general purpose financial statements of the Group have been prepared in accordance with the requirements of the Corporation Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. Compliance with Australian Accounting Standards results in full compliance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied unless otherwise stated. The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. AAMG is a company domiciled in Australia. The consolidated final report is presented in Singapore Dollars (SGD or S$) as a significant portion of the group’s activity is denominated in Singapore Dollars. These consolidated financial statements have been approved for issue by the Board of Directors on 3 November 2015. (b) Principles of consolidation The Group financial statements consolidate those of the Parent company and all of its subsidiaries as of 31 August 2015. The Parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have a reporting date of 31 August. All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intragroup asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s profit 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. page 47 AAMG Annual Report 2015 (c) Business combinations Business combinations occur where an acquirer obtains control 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 identified 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 identifiable 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 2(j)) 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 financial 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 profit or loss. Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s profit 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. (d) Income tax The income tax expense (benefit) for the year comprises current income tax expense (benefit) and deferred tax expense (benefit). Current income tax expense charged to the profit 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 reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses. Current and deferred income tax expense (benefit) is charged or credited directly to equity instead of the profit 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 differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial 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 effect on accounting or taxable profit 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 reflects 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 differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. The amount of benefits 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 sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. page 48 AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT cont’d (e) 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. (f) Plant & equipment Each class of plant and equipment is carried at cost 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 flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows 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 benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the profit or loss during the financial year in which they are incurred. Depreciation The depreciation of all fixed 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 fixed asset Office equipment Medical equipment Computers Furniture and fittings 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 profit or loss. page 49 AAMG Annual Report 2015 (g) Leases Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred. 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 finance 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 classified 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 finance lease agreements correspond to those applied to comparable assets which are legally owned by the Group. The corresponding finance leasing liability is reduced by lease payments less finance charges, which are expensed as part of finance costs. The interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged to profit or loss over the period of the lease. (h) Financial instruments Initial recognition and measurement Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial 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 classified “at fair value through profit or loss” in which case transaction costs are expensed to the profit or loss immediately. Classification and subsequent measurement Financial instruments are subsequently measured at either fair value, amortised cost using the effective interest rate method or cost. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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 specifically applicable to financial instruments. (i) Loans and receivables Loans and receivables are non-derivative financial assets with fixed 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 financial assets that have fixed maturities and fixed 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 financial assets Available for sale financial assets are non-derivative assets that are either not suitable to be classified into other categories of financial 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 fixed maturity nor fixed or determinable payments. Available for sale financial 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 financial liabilities (excluding financial 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. page 50 AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT cont’d Impairment At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has been impaired. Derecognition Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expired. The difference between the carrying value of the financial 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 profit or loss. (i) 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 profit or loss. Impairment testing is performed annually for goodwill. (j) 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 identifiable 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. (k) 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 financial 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 differences arising on the translation of monetary items are recognised in the statement of profit or loss and other comprehensive income, except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences 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 difference is recognised in the statement of profit or loss and other comprehensive income. Group companies The financial results and position of foreign operations whose functional currency is different 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; • • retained earnings are translated at the exchange rates prevailing at the date of the transaction. income and expenses are translated at average exchange rates for the year; and Exchange differences are charged or credited to other comprehensive income and recognised in the foreign currency translation reserve in equity. page 51 AAMG Annual Report 2015 (l) Employee benefits Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits 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 benefits payable later than one year are measured at the present value of the estimated future cash outflows to be made for those benefits. Those cash flows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cash flows. Central Provident Fund (“CPF”) contributions: The Group makes contributions to the Central Provident Fund scheme in Singapore, a defined contribution post-employment or pension scheme. Contributions to post-employment benefits under defined contribution plans are recognised as an expense in the profit or loss 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. (m) 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 outflow of economic benefits will result and that outflow can be reliably measured. (n) 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 insignificant risk of changes in values. (o) Revenue and other income Revenue is measured at the fair value of the consideration received or receivable. Revenue from sale of medication is recognised upon delivery of the medication to the patient. Revenue from rendering of medical services such as medical consultation, surgery and transplantation is recognised upon completion of the consultation or procedure. Interest revenue is recognised using the effective interest rate method, which, for floating rate financial assets, is the rate inherent in the instrument. All revenue is stated net of goods and services tax (“GST”). (p) 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. (q) 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 Office (“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 financial 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 financial position. Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO or IRAS are classified as operating cash flows. page 52 AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT cont’d (r) 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 profitability and sales growth targets and performance conditions). All share-based remuneration is ultimately recognised as an expense in profit 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 differs 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 different 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. (s) 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. (t) Comparative figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. page 53 Effective date (annual reporting periods beginning on or after...) 1 January 2018 Likely impact on initial application The entity is yet to undertake a detailed assessment of the impact of AASB 9. However, based on the entity’s preliminary assessment, the Standard is not expected to have a material impact on the transactions and balances recognised in the financial statements when it is first adopted for the year ending 31 August 2019. AAMG Annual Report 2015 (u) Standards and Interpretations issued but not yet effective New / revised pronouncement Superseded pronouncement Nature of change AASB 9 Financial Instruments (December 2014) [Also refer to AASB 2013-9 and AASB 2014-1 below] AASB 139 Financial Instruments: Recognition and Measurement AASB 9 introduces new requirements for the classification and measurement of financial assets and liabilities. These requirements improve and simplify the approach for classification and measurement of financial assets compared with the requirements of AASB 139. The main changes are: a Financial assets that are debt instruments will be classified based on: (i) the objective of the entity’s business model for managing the financial assets; and (ii) the characteristics of the contractual cash flows. b 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 profit or loss). Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument. Introduces a ‘fair value through other comprehensive income’ measurement category for particular simple debt instruments. c d Financial assets can be designated and measured at fair value through profit or loss at initial recognition if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses on them, on different bases. e Where the fair value option is used for financial 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’) • the remaining change is presented in profit or loss If this approach creates or enlarges an accounting mismatch in the profit or loss, the effect of the changes in credit risk are also presented in profit or loss. Otherwise, the following requirements have generally been carried forward unchanged from AASB 139 into AASB 9: • classification and measurement of financial liabilities; and • derecognition requirements for financial assets and liabilities. page 54 AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT cont’d New / revised pronouncement Superseded pronouncement Nature of change Likely impact on initial application Effective date (annual reporting periods beginning on or after...) (As above) AASB 9 Financial Instruments (December 2014) continued AASB 9 requirements regarding hedge accounting represent a substantial overhaul of hedge accounting that enable entities to better reflect their risk management activities in the financial statements. Furthermore, AASB 9 introduces a new impairment model based on expected credit losses. This model makes use of more forward-looking information and applies to all financial instruments that are subject to impairment accounting. AASB 15 Revenue from Contracts with Customers AASB 118 Revenue AASB 111 Construction Contracts Int. 113 Customer Loyalty Programmes Int. 115 Agreements for the Construction of Real Estate Int. 118 Transfer of Assets from Customers AASB 15: 1 January 2017 The entity is yet • replaces AASB 118 Revenue, AASB 111 Construction Contracts and some revenue-related Interpretations: - establishes a new revenue recognition model - changes the basis for deciding whether revenue is to be recognised over time or at a point in time - provides new and more detailed guidance on specific topics (e.g., multiple element arrangements, variable pricing, rights of return, warranties and licensing) - expands and improves disclosures about revenue to undertake a detailed assessment of the impact of AASB 15. However, based on the entity’s preliminary assessment, the Standard is not expected to have a material impact on the transactions and balances recognised in the financial statements when it is first adopted for the year ending 31 August 2018. None Part D of AASB 2014-1 makes consequential amendments arising from the issuance of AASB 14. AASB 2014-1 Amendments to Australian Accounting Standards (Part D: Consequential Amendments arising from AASB 14) 1 January 2016 When these amendments become effective for the first time for the year ending 31 August 2017, they will not have any impact on the entity. page 55 Effective date (annual reporting periods beginning on or after...) 1 January 2018 Likely impact on initial application Refer to the section on AASB 9 above. 1 January 2016 When these amendments are first adopted for the year ending 31 August 2017, there will be no material impact on the financial statements. AAMG Annual Report 2015 (u) Standards and Interpretations issued but not yet effective (cont’d) New / revised pronouncement Superseded pronouncement Nature of change None None AASB 2014-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2014) AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture AASB 2014-7 incorporates the consequential amendments arising from the issuance of AASB 9. The amendments address a current inconsistency between AASB 10 Consolidated Financial Statements and AASB 128 Investments in Associates and Joint Ventures (2011). The amendments clarify that, on a sale or contribution of assets to a joint venture or associate or on a loss of control when joint control or significant influence is retained in a transaction involving an associate or a joint venture, any gain or loss recognised will depend on whether the assets or subsidiary constitute a business, as defined in AASB 3 Business Combinations. Full gain or loss is recognised when the assets or subsidiary constitute a business, whereas gain or loss attributable to other investors’ interests is recognised when the assets or subsidiary do not constitute a business. This amendment effectively introduces an exception to the general requirement in AASB 10 to recognise full gain or loss on the loss of control over a subsidiary. The exception only applies to the loss of control over a subsidiary that does not contain a business, if the loss of control is the result of a transaction involving an associate or a joint venture that is accounted for using the equity method. Corresponding amendments have also been made to AASB 128 (2011). 1 January 2016 When these amendments are first adopted for the year ending 31 August 2017, there will be no material impact on the financial statements. AASB 2015-1 Amendments to Australian Accounting Standards – Annual Improvements to Australian Accounting Standards 2012- 2014 Cycle None These amendments arise from the issuance of Annual Improvements to IFRSs 2012- 2014 Cycle in September 2014 by the IASB. Among other improvements, the amendments clarify that when an entity reclassifies an asset (or disposal group) directly from being held for sale to being held for distribution (or vice-versa), the accounting guidance in paragraphs 27-29 of AASB 5 Non-current Assets Held for Sale and Discontinued Operations does not apply. The amendments also state that when an entity determines that the asset (or disposal group) is no longer available for immediate distribution or that the distribution is no longer highly probable, it should cease held-for-distribution accounting and apply the guidance in paragraphs 27-29 of AASB 5. page 56 AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT cont’d New / revised pronouncement Superseded pronouncement Nature of change Likely impact on initial application Effective date (annual reporting periods beginning on or after...) None The amendments: 1 January 2016 When these AASB 2015-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 101 None AASB 2015-3 Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality • clarify the materiality requirements in AASB 101, including an emphasis on the potentially detrimental effect of obscuring useful information with immaterial information • clarify that AASB 101’s specified line items in the statement(s) of profit or loss and other comprehensive income and the statement of financial position can be disaggregated • add requirements for how an entity should present subtotals in the statement(s) of profit and loss and other comprehensive income and the statement of financial position • clarify that entities have flexibility as to the order in which they present the notes, but also emphasise that understandability and comparability should be considered by an entity when deciding that order • remove potentially unhelpful guidance in IAS 1 for identifying a significant accounting policy. The Standard completes the AASB’s project to remove Australian guidance on materiality from Australian Accounting Standards. amendments are first adopted for the year ending 31 August 2017, there will be no material impact on the financial statements. 1 July 2015 When this Standard is first adopted for the year ending 31 August 2016, there will be no impact on the financial statements. page 57 AAMG Annual Report 2015 (v) New and revised standards that are effective for these financial statements A number of new and revised standards and an interpretation became effective for the first time to annual periods beginning on or after 1 Sept 2014. Information on these new standards is presented below. AASB 2012-3 Amendments to Australian Accounting Standards – Offsetting Financial Assets and Financial Liabilities AASB 2012-3 adds application guidance to AASB 132 to address inconsistencies identified in applying some of the offsetting 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. AASB 2012-3 is applicable to annual reporting periods beginning on or after 1 January 2014. The adoption of these amendments has not had a material impact on the Group as the amendments merely clarify the existing requirements in AASB 132. AASB 2013-3 Amendments to AASB 136 – Recoverable Amount Disclosures for Non-Financial Assets These narrow-scope amendments address disclosure of information about the recoverable amount of impaired assets if that amount is based on fair value less costs of disposal. IFRS 13 Fair Value Measurement, the When developing Impairment of Assets to require disclosures about the recoverable amount of impaired assets. The IASB noticed however that some of the amendments made in the in requirement being more broadly applicable than the These amendments to IAS 36 therefore clarify the IASB’s original intention that the scope of those disclosures is limited to the recoverable amount of impaired assets that is based on fair value less costs of disposal. introducing those requirements resulted IASB decided to amend IASB had intended. IAS 36 AASB 2013-3 makes the equivalent amendments to AASB 136 Impairment of Assets and is applicable to annual reporting periods beginning on or after 1 January 2014. The adoption of these amendments has not had a material impact on the Group as they are largely of the nature of clarification of existing requirements. AASB 2014-1 Amendments 2010-2012 and 2011-2013 Cycles) Part A of AASB 2014-1 makes amendments to various Australian Accounting Standards arising from the issuance by the IASB of International Financial Reporting Standards Annual Improvements to IFRSs 2010-2012 Cycle and Annual Improvements to IFRSs 2011-2013 Cycle. to Australian Accounting Standards (Part A: Annual Improvements Among other improvements, the amendments arising from Annual Improvements to IFRSs 2010-2012 Cycle: • clarify that the definition of a ‘related party’ includes a management entity that provides key management personnel services to the reporting entity (either directly or through a group entity) • amend AASB 8 Operating Segments to explicitly require the disclosure of judgements made by management in applying the aggregation criteria Among other improvements, the amendments arising from Annual Improvements to IFRSs 2011-2013 Cycle clarify that an entity should assess whether an acquired property is an investment property under AASB 140 Investment Property and perform a separate assessment under AASB 3 Business Combinations to determine whether the acquisition of the investment property constitutes a business combination. Part A of AASB 2014-1 is applicable to annual reporting periods beginning on or after 1 Sept 2014. The adoption of these amendments has not had a material impact on the Group as they are largely of the nature of clarification of existing requirements. page 58 AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT cont’d (w) Critical accounting estimates and judgements The directors evaluate estimates and judgements incorporated into the financial 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. (x) Key Estimates and Judgements Impairment The Group assesses impairment at each reporting date by evaluating conditions and events specific 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. Please refer to note 13 and 16 with respect to Management’s consideration of impairment of trade and other receivables and goodwill respectively, as at 31 August 2015. page 59 AAMG Annual Report 2015 3     Revenue Operating activities Provision of services Sale of medication Management fee Total revenue from operating activities Other operating income Interest received Other income Total other operating income Consolidated Group 2015 S$ 2014 S$ 17,269,188 8,580,221 2,209,376 3,465,180 875,540 276,834 20,354,104 12,322,235 78,775 24,500 103,275 76,187 22,510 98,697 Consolidated Group 2015 S$ 2014 S$ 4     Finance expense Interest expense on obligation under finance lease 396 3,943 5     Profit/(loss) for the year The profit/(loss) for the year has been arrived at after crediting/(charging) the following items: Expenses Cost of sales Net foreign exchange gain/(loss) Consolidated Group 2015 S$ 2014 S$ (11,538,099) (5,837,012) 3,505 (39,235) Administrative expenses include rental expense on operating leases as follows: - premises (485,167) (670,631) Depreciation is reflected in the statement of profit or loss and other comprehensive income as follows: -    continuing operations -    discontinuing operations Professional fees Management fees Credit card charges Central Provident Fund Share option expense (Note 21 (b) (i)) page 60 (98,566) (105,495) (30,899) (79,855) (366,018) (313,373) (214,088) (251,293) (54,133) (101,306) (192,263) (262,127) - (8,170)   AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT cont’d 6     Income Tax Expense/(Benefit) a.        The components of tax expense/(benefit) comprise: Current tax Deferred tax Over provision in respect of prior years Consolidated Group 2015 S$ 2014 S$ 16,448 (17,000) - (17,645) (3,289) (16,864) 13,159 (51,509) b.        The prima facie tax on profit/(loss) before income tax is reconciled to the income tax as follows: Prima facie tax payable/(refundable) on profit/(loss) before income tax at Australian tax rate of 30% (2014 : 30%) 171,560 (763,392) Add: Effect of tax rates in foreign jurisdiction (206,154) 271,292 Tax effect of: - non-deductible expenses - non-taxable incomes -   over provision for income tax in prior years - partial income tax exemption 255,701 203,054 (52,792) - (3,289) (16,864) (24,348) (12,897) - utilisation of deferred tax assets previously not recognised (217,394) -   deferred tax asset was not recognised -   others 96,924 (7,049) - 275,631 (8,333) Income tax expense/(benefit) 13,159 (51,509) The value of tax losses and capital allowances not recognised is S$1,472,000 and S$418,000 (2014: S$2,233,000 and $384,000). page 61   AAMG Annual Report 2015 7     Key Management Personnel Compensation The key management personnel (“KMP”) compensation included in employment expenses includes: Short-term benefits Post-employment benefit Share based payments Total compensation Detailed remuneration disclosures are provided in the remuneration report. 8     Auditor’s Remuneration Remuneration of the parent entity auditor, Grant Thornton Audit Pty Ltd: - auditing or reviewing the financial report - taxation services Remuneration of other auditors: - auditing or reviewing the financial report of subsidiaries - taxation services 2015 S$ 2014 S$ 3,420,192 3,593,927 45,451 - 41,901 8,170 3,465,643 3,643,998 Consolidation Group 2015 S$ 2014 S$ 27,556 12,188 32,367 9,537 32,320 4,900 77,600 4,150 page 62 AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT cont’d 9     Discontinued Operations Our blood and bone marrow transplant segment, operated under Asian American Blood & Bone Marrow Transplant Centre Pte Ltd (“AABMTC”), ceased operations on 31 December 2014. It subsequently changed its name to Asian American Radiation Oncology Pte Ltd (“AARO”) and commenced operating a new radiation oncology segment thereafter. AABMTC’s financial results up to the date of closure have been classified as “Discontinued Operations” in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Results of the discontinued operations are as follows: Revenue Other income Changes in inventories Raw materials and consumables used Employment benefits expense Operating lease expense Depreciation expense Directors’ fees Write down of inventory Write down of capital assets Other operating income/(expenses) - net Loss for the year from discontinued operations Consolidation Group 2015 S$ 2014 S$ 512,201 3,879,475 37,590 2,701 (63,016) (9,733) (248,791) (2,246,960) (334,711) (1,162,083) (96,321) (215,340) (30,899) (79,855) (32,000) (96,000) (108,515) (183,522) - - 56,844 (289,642) (491,140) (217,437) Prior to the conversion to the new radiation oncology segment, all the financial assets and liabilities relating to the discontinued operations have been fully recovered, paid, written down and disposed of. However, certain assets have been carried over to the new segment as follows: Non-current assets: - Plant and equipment Current assets: - Cash and cash equivalent - Trade and other receivables Assets carried forward for new business segment Current liabilities: - Trade and other payables Liabilities carried forward for new business segment 2015 S$ 48,606 549,742 43,736 642,084 75,583 75,583 page 63 AAMG Annual Report 2015 Cash flows generated by blood and bone marrow for the reporting periods under review until the disposal are as follows: Operating activities Investing activities Cash flows from discontinued operations 10     Dividends Consolidation Group 2015 S$ 2014 S$ (717,394) 929,145 16,859 (6,553) (700,535) (922,592) Consolidation Group 2015 S$ 2014 S$ Final unfranked dividend of Nil (2014: 0.1) S cents per share in respect of financial year ended 2015: Nil (2014 : 0.1) S cents per share) - 235,842 Following the completion of accounts the Directors propose no final dividend for the financial year ended 31 August 2015 (2014 : Nil). 11    Earnings per Share Basic earnings or loss per share amounts are calculated by dividing the profit or loss for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the financial year. Diluted earnings or loss per share amounts are calculated by dividing the profit or loss for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the financial 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 reflects the profit and loss and share data used in the computation of basic and diluted earnings per share for the year ended 31 August: Profit/(loss) for the year Add: Non-controlling interest Consolidation Group 2015 2014 S$558,710 (S$2,493,132) S$39,354 - Profit/(loss) after income tax attributable to the owners of Asian American Medical Group Limited S$598,064 (S$2,493,132) Weighted average number of ordinary shares during the year used in calculating basic EPS Effect of dilution: Share option Weighted average number of ordinary shares during the year used in calculating diluted EPS Number of shares Number of shares 224,248,521 209,453,754 1,299,000 1,299,000 225,547,521 210,752,754 page 64 AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT cont’d Consolidation Group 2015 S$ 2014 S$ 0.49 (0.22) 0.27 0.49 (0.22) 0.27 (1.09) (0.10) (1.19) (1.09) (0.10) (1.19) Consolidation Group 2015 S$ 2014 S$ 4,582,504 3,418,105 1,666,862 1,874,018 6,249,366 5,292,123 (121,886) (1,874,018) 6,127,480 3,418,105 Basic earnings/(loss) per share (S cents) - continuing operations - discontinued operations Diluted earnings/(loss) per share (S cents) - continuing operations - discontinued operations 12     Cash and Cash Equivalents Cash and bank balances Fixed deposits Cash and cash equivalents Less: Fixed deposits pledged Cash per consolidated statement of cash flows The effective interest rate on short-term bank deposits was 2.57% - 3.60% (2014: 0.13% - 3.15%) per annum; these deposits have a maturity of between 4 - 12 months (2014: 4 -12 months). Fixed deposit amounting to S$121,886 (2014 : S$121,886) is pledged to a bank for performance guarantee relating to the operating lease. In 2014, fixed deposit amounting to S$500,000 was pledged to a bank for a standby credit facility of S$1,000,000 and this standby credit facility was subsequently terminated in July 2014. 13    Trade and Other Receivables Current Trade receivables Other receivables Deposits Total current trade and other receivables Consolidation Group 2015 S$ 2014 S$ 7,497,717 1,695,825 782,115 36,800 23,206 67,450 8,316,632 1,786,481 page 65 AAMG Annual Report 2015 a      Provision for impairment of receivables Current trade and term receivables are non-interest bearing loans and generally on 60 - 120 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. The Group reviews its trade receivables for evidence of impairment on a regular basis. The trade receivable consists mainly amounts owning by the United Arab Emirates (“UAE”) government agencies. Management holds regular meetings with the agencies relating to patient care feedback and collection of amounts outstanding. Management is of the opinion that the trade receivables are recoverable and hence, no impairment is required. b      Credit risk The group has no significant 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 specific 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 14   Inventories Consolidation Group 2015 S$ 2014 S$ 1,341,247 1,063,578 553,900 173,554 830,853 4,771,717 371,617 87,076 7,497,717 1,695,825 Consolidated Group 2015 S$ 2014 S$ Medical Supplies at cost 163,668 403,641 page 66   15  Plant and Equipment Office equipment At Cost Accumulated depreciation Total office equipment Medical equipment At Cost Accumulated depreciation Total medical equipment Computers At Cost Accumulated depreciation Total computers Furniture and fittings At cost Accumulated depreciation Total furniture and fittings Renovations At cost Accumulated depreciation Total Renovations AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT cont’d Consolidated Group 2015 S$ 2014 S$ 12,114 12,627 (8,988) (8,088) 3,126 4,539 338,929 389,887 (296,395) (253,359) 42,534 136,528 172,183 150,999 (89,606) (69,787) 82,577 81,212 14,111 13,294 (13,307) (13,294) 804 - 240,856 480,288 (180,110) (234,218) 60,746 246,070 Total plant and equipment 189,787 468,349 page 67 AAMG Annual Report 2015 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 financial year. Office equipment Medical equipment Computers Furniture and fittings Renovations Total S$ S$ S$ S$ S$ S$ Consolidated Group Balance at 31 August 2014 4,539 136,528 81,212 Additions Disposals Write-offs – discontinued operation Depreciation expense - - - - 36,825 (21,948) (4,909) (10,891) (441) - continuing operations (1,413) (57,758) (28,580) - discontinued operations - (3,397) (1,530) Carrying amount at 31 August 2015 3,126 42,534 82,577 - 818 - - (14) - 804 246,070 468,349 23,639 61,282 - (26,857) (172,190) (183,522) (10,801) (98,566) (25,972) (30,899) 60,746 189,787 Balance at 31 August 2013 Additions Disposals Depreciation expense 1,968 3,660 - 197,836 6,063 63,041 56,195 - (6,282) 238 330,980 594,063 - - - - 65,918 (6,282) - continuing operations (1,089) (57,841) (28,490) (238) (17,837) (105,495) - discontinued operations - (9,530) (3,252) Carrying amount at 31 August 2014 4,539 136,528 81,212 - - (67,073) (79,855) 246,070 468,349 Included in medical equipment is equipment under finance lease arrangement amounting to S$19,667 (2014: S$66,867). Finance lease liabilities in the prior year (see note 19) were secured by the related assets held under finance leases. 16  Intangible Assets Total Intangible Assets Goodwill Consolidated Group 2015 S$ 2014 S$ Cost and carrying value at the end of the years 266,123 266,123 page 68 AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT 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 period and prior year. The liver segment remains the main cash generating unit of AAMG. The recoverable amount of a CGU is based on value-in-use calculations. These calculations are based on projected cash flows approved by management covering a period not exceeding five years. Management’s determination of cash flow projections and gross margins are based on past performance and its expectation for the future. The present value of future cash flows has been calculated using a discount rate of 10% (2014: 10%) and a growth rate of 5% (2014: 5%) 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. 17  Trade and Other Payables Current Trade payables Patients’ deposits Provision for employee benefits Sundry payables and accrued expenses Total current trade and other payables Consolidated Group 2015 S$ 2014 S$ 5,767,363 202,087 149,085 577,443 1,701,622 393,880 213,504 616,478 6,695,978 2,925,484 The provision for employee benefits relates to the provision for cash bonus to employees for the period from January to August 2015 (2014 : January to August 2014) and is payable by December 2015 (2014 : December 2014). 18    Taxation  Current assets Income tax refundable Current liabilities Income tax payable 19 Finance Lease Current Consolidated Group 2015 S$ 2014 S$ - 17,000 13,159 - Consolidated Group 2015 S$ 2014 S$ - 29,580 page 69               AAMG Annual Report 2015 20  Issued Capital Opening share balance Shares issued during the year Share issue expenses Total capital Consolidated Group 2015 S$ 2014 S$ 4,267,495 4,267,495 3,203,261 (12,666) - - 7,458,090 4,267,495 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 At reporting date Consolidated Group 2015 2014 Number of shares Number of shares 209,453,754 209,453,754 30,000,000 - 239,453,754 209,453,754 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. On 9 and 10 March 2015, the Company issued a total of 30,000,000 new ordinary at A$0.10 per share for A$3,000,000 at exchange rate of A$1: S$1.064) which were fully paid. b.        Capital Management Management controls the capital of the Group in order to provide shareholders with adequate returns and ensure that the Group can fund its operations and continue as a going concern. Currently the Group’s debt relates to finance lease only. There are no externally imposed capital requirements. There have been no changes in the strategy adopted by management to control the capital during the year. page 70     AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT cont’d 21  Reserves a.        Nature and purpose of reserve (i) Share-based payments The share-based payments reserve is used to recognise: • At grant date of the fair value of options issued to employees but not exercised • At grant date the fair value of shares issued to employees • The issue of shares held by the AAMG Employee Share Trust to employees (ii) Foreign currency translation Exchange difference arising on translation of the foreign controlled entity are recognised in other comprehensive income as described in note 2(k) and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of. b.        Movements in reserves (i) Employee share option reserve Beginning of financial year Employee share option – value of employee services (Note 22) End of financial year (ii) Foreign currency translation reserve Beginning of financial year Net currency translation difference of financial statements of foreign subsidiaries End of financial year Total as at the end of financial year Consolidated Group 2015 S$ 2014 S$ 72,179 64,009 - 72,179 8,170 72,179 106,006 5,983 (701,519) 100,023 (595,513) 106,006 (523,334) 178,185 page 71 AAMG Annual Report 2015 22  Share-Based Employee Remuneration 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 KMP 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 KMP 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 first, second and third anniversary of the grant. Options expire at the earlier of termination of employment or five years after the grant date. Further details of these options are pro- vided in the Directors’ report. The options lapse when a KMP ceases their employment with the Group. During the financial year, no options were vested with KMP (2014 : 434,000). 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 specified 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 Nomination and Remuneration Committee and is based on performance measures includ- ing 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). The options are issued with an exercise price determined by the 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 defined 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 2014 1,299,000 A$0.088 Number of shares Weighted average exercise price Granted Forfeited Exercised Expired - - - - - - - - Options outstanding as at 31 August 2015 1,299,000 A$0.088 Options exercisable as at 31 August 2015: Options exercisable as at 31 August 2014: 1,299,000 1,299,000 A$0.088 A$0.088 page 72 AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT cont’d The weighted average remaining contractual life of options outstanding at year end was 0.4 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 specific to the share incentive plans, such as the vesting period. The total shareholder return per- formance 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 indica- tive of future movements. The life of the options is based on the historical exercise patterns, which may not eventuate in the future. 23  Controlled Entities a.       Controlled entities consolidated Name Country of incorporation Principle activities Asian American Medical Group Limited Australia Investment holding Subsidiary of Asian American Medical Group Limited: Percentage owned (%) 2015 100 2014 100 Asian American Medical Group Inc. British Virgin Islands Investment holding 100 100 Subsidiary of Asian American Medical Group Inc. Asian American Liver Centre Pte. Ltd. Singapore Asian American Radiation Oncology Pte. Ltd. (formerly known as Asian American Blood & Marrow Transplant Centre Pte. Ltd.) Singapore Asian American Medical Group Pte. Ltd. Singapore Liver specialist clinic Radiation oncology services Management and consultancy 100 70 100 100 100 100 Associate of Asian American Liver Centre Pte. Ltd. : PT. Asian Liver Center Indonesia Indonesia Dormant 50 50 page 73     AAMG Annual Report 2015 b.  Disposal of controlled entity On 20 April 2015, AARO increase its paid-up share capital from S$1 to S$500,000 by issuing 499,999 new shares. As a result of this capital enlargement, 150,000 or 30% of those shares in the enlarged share capital were issued to non-controlling interest which diluted Asian American Medical Group Inc.’s shareholding in AARO from 100% to 70%. The fair value of the 30% was S$150,000. 24  Commitments a. Operating leases Non-cancellable operating leases contracted for but not capitalised in the financial statements: Payable – minimum lease payments Not longer than 1 year Longer than 1 year but not longer than 5 years Consolidated Group 2015 S$ 2014 S$ 19,201 - 19,201 213,000 106,500 319,500 One of the leases for the Group’s office premises at Gleneagles Hospital expired in June 2014 and there have been no subsequent renewal as of the release of these financial statements. Management is of the opinion that the renewal process will be completed soon and do not see any reason as to why the lease will not be renewed. The other clinic unit lease will expire in February 2016. b. Finance leases Future minimum finance lease payments at the last reporting period under review were as follows: 31 August 2014 Lease payments Finance charges Net present values Minimum lease payments due Within 1 year 1 to 5 years After 5 years S$ S$ S$ Total S$ 29,975 (395) 29,580 - - - - - - 29,975 (395) 29,580 There is no outstanding finance lease balance at balance date. c. Capital Commitments Capital expenditures contracted for at the reporting date but not recognised in the financial statements amounting to S$28,000 (US$20,000) is in respect of investment of 20% shares in a joint venture company in Myanmar. The Myanmar joint venture company is in the process of incorporation subsequent to year end and upon completion of the incorporation, the investment commitment will be payable. On 12 August 2015, the Company signed a conditional sale and purchase agreement with Rich Tree Holdings Pte Ltd (“RTH”) to acquire its 60% stake in Rich Tree Land Pte Ltd (“RTL”) for a purchase consideration of S$19.6m. RTL owns a 5,446.14m2 land in the Zhuhai Free Trade Zone, Southern China which it plans to develop an advance diagnostic and wellness medical centre. The targeted completion date for the acquisition is 31 December 2015. There is no other capital commitment as at reporting date. page 74 AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT cont’d 25  Cash Flow Information Reconciliation of cash flow from operations with profit/(loss) after income tax Profit/(loss) after income tax Adjustment for: Depreciation - continuing operations - discontinued operations Foreign exchange (loss)/gain - net Employee share option cost Finance income Finance cost Loss from disposal of fixed assets Write down of inventory Write down of capital assets Related party loan written off Changes in assets and liabilities: Consolidated Group 2015 S$ 2014 S$ 558,710 (2,493,132) 98,566 30,899 (166,569) - 105,495 79,855 30,018 8,170 (78,775) (76,187) 396 9,998 108,515 183,522 3,943 6,281 - - - 300,765 (Increase)/decrease in trade and other receivables (6,505,040) 1,706,289 Decrease/(increase) in inventories Increase/(decrease) in trade and other payables Increase/(decrease) in deferred and current tax liabilities Net cash used in operating activities 131,458 (30,622) 3,715,716 (1,282,434) 30,159 (175,673) (1,882,445) (1,817,232) 26  Events After the Balance Date No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. 27  Related Party The Group’s related parties include its associates and joint venture, KMP and post-employment benefit plans for the Group’s employees. Balances and transactions between the Company and its subsidiaries, which are related to the Company and set out in note 23, have been eliminated on consolidation and are not disclosed in this note. Disclosures relating to KMP are set out in note 7. Last year, the amount of S$320,765 was written off to the Profit or Loss but subsequently S$53,738 was recovered, resulting in a net write-off of S$267,027. The write off was due to the sale of the Group’s entire stake in ALCVN to a third party last year. Other than that, there are no other related party transaction or balances incurred in the current financial year. page 75 AAMG Annual Report 2015 28 Operating Segments AASB 8 requires operating segments to be identified 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 identified its operating segments to be as follows based on distinct operational activities: (i) Provision of medical consultation and services in the hepatology and related fields (liver segment); and (ii) Provision of medical consultation and services in the haematology and related fields (blood & bone marrow segment) which ceased during the year and has been classified as “discontinued operations”; (iii) Provision of medical consultation and services in the radiation oncology and related fields (radiation oncology segment); and (iv) Provision of healthcare management and consultancy services (management and consultancy segment). 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 financial statements of the group. The current Consolidated Group operates primarily in three businesses, namely the provision of medical consultation and services in the hepatology, radiation oncology and healthcare management and its related field advisory. Details of the performance of each of these operating segments for the financial years ended 31 August 2015 and 31 August 2014 are set out below: (i) Segment Performance 31 August 2015 Liver S$ Radiation Oncology Management & Consultancy Blood & Bone Marrow S$ S$ S$ Total S$ External sales revenue 19,489,705 Inter segment sales 1,020 Total segment revenue 19,490,725 33,063 9,083 42,146 831,336 512,201 20,866,305 - - 10,103 831,336 512,201 20,876,408 Less: Revenue from discontinued operations Inter-segment eliminations Total Group revenue (512,201) (10,103) 20,354,104 Segment net profit/(loss) before tax Other expenses Income tax expense Total Group net profit after tax 1,277,442 (131,181) 271,602 (491,140) 926,723 (354,854) (13,159) 558,710 page 76 AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT cont’d Liver S$ Radiation Oncology Management & Consultancy Blood & Bone Marrow S$ S$ S$ Total S$ 31 August 2014 External sales revenue 12,095,401 Inter segment sales Total segment revenue 21,376 12,116,777 Less: Revenue from discontinued operations Inter-segment eliminations Total Group revenue Segment net profit/(loss) before tax (1,981,207) Other expenses Income tax benefit Total Group net loss after tax - - - - 226,834 3,879,475 16,201,710 - 17,162 38,538 226,834 3,896,637 16,240,248 (3,879,475) (38,538) 12,322,235 115,996 (217,437) (2,082,648) (461,993) 51,509 (2,493,132) page 77 AAMG Annual Report 2015 (ii) Segment assets Liver S$ Radiation Oncology Management & Consultancy S$ S$ Others S$ Total S$ 31 August 2015 Segment assets 9,229,081 520,816 867,671 5,385,139 16,002,707 Reconciliation of segment assets to Group assets: Inter-segment eliminations Unallocated assets intangible Total Group assets Segment asset increases in the year (1,083,254) 266,123 15,185,576 Capital expenditure 52,302 7,259 1,721 - 61,282 Liver S$ Blood & Bone Marrow Management & Consultancy S$ S$ Others S$ Total S$ 31 August 2014 Segment assets 3,668,295 1,761,511 131,310 4,254,894 9,816,010 Reconciliation of segment assets to Group assets: Inter-segment eliminations Unallocated assets intangible Total Group assets (1,848,416) 266,123 8,233,717 Segment asset increases in the year Capital expenditure 59,365 - - 6,553 65,918 (iii) Segment liabilities 31 August 2015 Liver S$ Radiation Oncology Management & Consultancy S$ S$ Others S$ Total S$ Segment liabilities (6,345,821) (81,179) (527,792) (866,333) (7,821,125) Reconciliation of segment liabilities to Group liabilities: Inter-segment eliminations Total Group liabilities 1,111,988 (6,709,137) page 78 AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT cont’d Liver S$ Blood & Bone Marrow Management & Consultancy S$ S$ Others S$ Total S$ 31 August 2014 Segment liabilities (2,062,477) (2,352,680) (41,540) (344,220) (4,800,917) Reconciliation of segment liabilities to Group liabilities: Inter-segment eliminations Total Group liabilities (iv) Revenue by geographical location 1,845,853 (2,955,064) Revenue attributable to external customers is disclosed below, based on the location of where the revenue was derived: Singapore Asia (ex-Singapore) Others Total revenue (v) Assets by geographical location Assets by geographical location: • Australia • Singapore Total assets Consolidated Group 2015 S$ 2014 S$ 19,534,765 12,104,401 796,261 23,078 217,834 - 20,354,104 12,322,235 Consolidated Group 2015 S$ 2014 S$ 4,761,889 4,191,066 10,423,687 4,042,651 15,185,576 8,233,717 (vi) Major Customers The Group is not reliant on any one major customer to whom it provides its products or services. page 79 AAMG Annual Report 2015 29 Financial risk management policies The Group’s financial instruments consist mainly of cash at bank and accounts receivable and payable. The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting policies to the financial statements, are as follows. Financial assets Cash and cash equivalents Trade and other receivables Total financial assets Financial liabilities Trade and other payables Finance lease Total financial liabilities Consolidated Group 2015 S$ 2014 S$ 6,249,366 8,316,632 5,292,123 1,786,481 14,565,998 7,078,604 (6,695,978) (2,925,484) - (29,580) (6,695,978) (2,955,064) page 80 AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT cont’d Financial risk management policies The Board is responsible for monitoring and managing financial risk exposures of the Group. Specific financial 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 flows of a financial instrument fluctuating due to movement in foreign exchange rates of currencies in which the Group holds financial 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 financial assets of the entity which have been recognised in the statement of financial 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 difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. All financial assets and liabilities as disclosed above have maturities within one year for the 31 August 2015 financial year. The Group manages liquidity risk by monitoring forecast cash flows. (d) Treasury risk management The Board meets on a regular basis to analyse financial 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 financial targets, whilst maintaining the effects on financial performance. Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating or in entities that the Board has otherwise cleared as being financially sound. (e) Fair values of financial assets and liabilities Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an ordinary transaction between market participants at the measurement date. The carrying values of financial instruments approximate their fair values. page 81 AAMG Annual Report 2015 30 Parent Company Information Parent entity Assets Current assets Non-current assets Total assets Liabilities Current liabilities Total liabilities Total net assets Equity Issued capital Retained earnings Employee share option reserve Foreign currency revaluation reserve Total equity Financial performance Profit/(Loss) for the year Other comprehensive income Total comprehensive loss 2015 S$ 2014 S$ 5,385,127 2,803,557 8,188,684 4,191,066 1,154,029 5,345,095 (25,882) (25,882) (66,442) (66,442) 8,162,802 5,278,653 20,544,857 17,354,262 (11,806,633) (12,162,267) 72,180 (647,602) 8,162,802 72,180 14,478 5,278,653 355,634 (1,330,137) (662,080) 73,710 (306,446) (1,256,427) Included in the profit for the year is a S$1,649,528 write back to reverse the prior year write down of S$1,649,528 investment in subsidiary to last year’s net asset of the Group and does not have an impact on the Group’s consolidated results for the current or prior year. The parent entity has no contingent liabilities, contractual commitments or guarantees in relation to its subsidiary entities. page 82 AAMG Annual Report 2015 NOTES TO THE FINANCIAL STATEMENT cont’d 31  Company Details The registered office 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 Pte Ltd 6A Napier Road, Gleneagles Hospital Annexe Block #02-37, Singapore 258500 Asian American Radiation Oncology Pte Ltd 6A Napier Road, Gleneagles Hospital Annexe Block #02-37, Singapore 258500 Asian American Medical Group Pte Ltd 6A Napier Road, Gleneagles Hospital Annexe Block #02-37, Singapore 258500 Malaysia centre: iHEAL Medical Centre Level 7 & 8, Annexe Block, Menara IGB, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia page 83 AAMG Annual Report 2015 Directors’ declaration The directors of Company declare that: (a) the financial statements and notes, as set out on pages 42 to 83, are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the financial position as at 31 August 2015 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 Officer have declared that: (i) the financial records of the Company for the financial year have been properly maintained in accordance with s286 of the Corporations Act 2001; (ii) the financial statements and notes for the financial year comply with the Accounting Standards; and (iii) the financial statements and notes for the financial 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 2 to the financial statements; This declaration is made in accordance with a resolution of the Board of Directors. Dato’ Dr Kai Chah Tan Director 3 November 2015 page 84 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 AMERICAN MEDICAL GROUP LIMITED Report on the financial report We have audited the accompanying financial report of Asian American Medical Group Limited (the “Company”), which comprises the consolidated statement of financial position as at 31 August 2015, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the consolidated entity comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ responsibility for the financial report The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001. The Directors’ responsibility also includes such internal control as the Directors determine is necessary to enable the preparation of the financial 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 financial report, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, the financial statements comply with International Financial Reporting Standards. Auditor’s responsibility Our responsibility is to express an opinion on the financial 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 financial report is free from material misstatement. 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 firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms 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. page 85 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial 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 financial 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 effectiveness 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 financial report. We believe that the audit evidence we have obtained is sufficient 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 financial report of Asian American Medical Group Limited is in accordance with the Corporations Act 2001, including: i ii giving a true and fair view of the consolidated entity’s financial position as at 31 August 2015 and of its performance for the year ended on that date; and complying with Australian Accounting Standards and the Corporations Regulations 2001; and b the financial report also complies with International Financial Reporting Standards as disclosed in the notes to the financial statements. Report on the remuneration report We have audited the remuneration report included in the directors’ report for the year ended 31 August 2015. 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. page 86 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 2015, complies with section 300A of the Corporations Act 2001. GRANT THORNTON AUDIT PTY LTD Chartered Accountants S K Edwards Partner – Audit & Assurance Adelaide, 3 November 2015 page 87 AAMG Annual Report 2015 Shareholder Information The shareholder information set out below was applicable as at 23 October 2015. 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 155 56 50 71 37 369 - - - - 2 2 There were 203 holders of less than marketable parcel of ordinary shares. The percentage of the total holdings of the twenty largest holders of ordinary shares was 97.70 per cent. page 88 AAMG Annual Report 2015 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 HSBC Custody Nominees (Australia) Limited Citicorp Nominees Pty Limited Ms Pamela Anne Jenkins Russing Med Holdings Pte Ltd National Nominees Limited Mr ZhuangRong Huang Maxivest Group Limited Mr Wing Kwan Teh Dr Kang Hoe Lee Mr Robert John Wood & Mrs Stella Agnes Wood (Bob & Stella Wood S/F A/C) Mrs Anjana Nandha Mr Ravindran Govinda UOB Kay Hian Private Limited (Client A/C) Mr Harry Vui Khiun Lee DBS Vickers Securities (Singapore) Pte Ltd (Client A/C) Mr Barry William Quaill & Mrs Pamela Louise Quaill (BW&PLQUAILL Investment A/C) Mr Boon Hwa Koh Arabesque Unit Trust Pty Ltd Mr Peter Roy Boettcher & Mrs Madonna Mary Boettcher (Boettcher Superfund A/C) 102,298,250 26,164,477 21,499,705 21,324,600 21,000,000 10,152,000 10,000,000 10,000,000 4,084,090 2,500,040 1,140,415 700,000 699,483 603,891 561,915 354,599 236,800 220,000 217,400 200,000 42.72 10.93 8.98 8.91 8.77 4.24 4.18 4.18 1.71 1.04 0.48 0.29 0.29 0.25 0.23 0.15 0.10 0.09 0.09 0.08 page 89 AAMG Annual Report 2015 SHAREHOLDER INFORMATION cont’d C. Substantial holders Substantial holders in the company are set out below: Dato' Dr Kai Chah Tan HSBC Custody Nominees (Australia) Limited Citicorp Nominees Pty Limited Ms Pamela Anne Jenkins Russing Med Holdings Pte Ltd D. Voting rights Please refer note 20. E. On-market buy back There are no current on-market buy back. Number held Percentage 102,298,250 26,164,477 21,499,705 21,324,600 21,000,000 42.72 10.93 8.98 8.91 8.77 page 90 AAMG Annual Report 2015 This page has been intentionally left blank. AAMG Annual Report 2015 This page has been intentionally left blank. In collaboration with UPMC 6A Napier Road, Gleneagles Hospital Annexe Block #02-37 Singapore 258500 T (65) 6476 2088 F (65) 6476 3088 E enquiry@aamg.co W www.aamg.co 

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