growing sense of wellness - listed companyasiamedic.listedcompany.com/misc/ar2010.pdf · 2012-03-02 · Health Screening Centre (“CHSC”) and Arzanah Wellness and diagnostic Centre

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growing sense of wellnessANNUAL REPORT 2010

(Co. Reg. No. 197401556E)

350 Orchard Road#08-00 Shaw HouseSingapore 238868

Tel: (65) 6789 8888 Fax: (65) 6738 4136Email: [email protected]

Website: www.asiamedic.com.sgDesigned and produced by

(65) 6578 6522

CONTENTS01 AsiaMedic at a Glance

02 Group Structure

03 AsiaMedic’s Clinical Units

04 Chairman’s Statement

06 Board of Directors

08 Key Management

09 Financial Highlights

10 Financial Review

12 Operations Review

13 Statement of Corporate Governance

25 Financial Contents

Corporate Information

VALUES & BRAND PROMISEWe are committed to serving our patients and clinical partners towards achieving the best clinical outcomes

for early disease detection and preventive health management

To be a progressive healthcare leader in defining wellness through total health risk

management.

VISION

Providing holistic solutions through integrated application of the latest medical technologies

to prevent and detect early illnesses to achieve positive experiences and clinical outcomes for

our patients.

MISSION

COMPETENCECommitment to ensuring the highest professional standards of service and expertise

CONVENIENCECommitment to providing timely, appropriate and personalized healthcare information and continuity of care

in an integrated one-stop wellness and diagnostic centre

CARECommitment to helping our clients navigate their health risks and needs through practical and personalised

clinical solutions and strategies

CONFIDENCECommitment to ensuring patient confidence with a focus on safety, consistent processes and standards

based on continuous service and clinical quality improvement and innovation

CORPORATE INfORMATION

Board of DirectorsDr Low Cze Hong (Non-Executive Chairman)

Mr Arthur Ng Boon Chye

Mr Goh Kian Chee

Mr Andi Solaiman

Dr Ho Lai Yun

Dr Khor Chin Kee

Audit CommitteeMr Goh Kian Chee (Chairman)


Dr Ho Lai Yun

Nominating CommitteeMr Arthur Ng Boon Chye (Chairman)

Mr Andi Solaiman

Mr Goh Kian Chee

Remuneration CommitteeDr Ho Lai Yun (Chairman)


Mr Goh Kian Chee

Registrar and Share Transfer OfficeKCK Corpserve Pte Ltd

333 North Bridge Road

#08-00 K H KEA Building

Singapore 188721

Company SecretaryMs Foo Soon Soo

AuditorsErnst & Young LLP

Public Accountants and

Certified Public Accountants

One Raffles Quay

North Tower, Level 18

Singapore 048583

Partner-in-charge: Mr Terry Wee

(Appointed with effect from financial year

ended 31 December 2008)

Registered Office350 Orchard Road

#08-00 Shaw House

Singapore 238868

Tel: (65) 6789 8888

Fax: (65) 6738 4136

Email: [email protected]

Website: www.asiamedic.com.sg

Principal BankersDBS Bank Ltd

Oversea-Chinese Banking Corporation Limited

Standard Chartered Bank

Landesbank Baden-Wurttemberg

Catalist SponsorShooklin Advisory Services Pte. Ltd.

1 Robinson Road

#17-00 AIA Tower

Singapore 048542

This document has been prepared by the Company and its contents have been reviewed by the Company’s Sponsor, Shooklin Advisory Services Pte. Ltd. (the “Sponsor”), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The Sponsor has not independently verified the contents of this document. This document has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this document including the correctness of any of the statements or opinions made or reports contained in this document. The contact person for the Sponsor is Ms Janet Tan. Telephone number: (65) 6439 4893. Email: [email protected].

Health Risk Assessments and Screenings;

24-hr BP Monitoring, Anti-Aging and

Health Risk Management programmes for

optimised healthy aging and wellness.

WellneSS And PReventive

MAnAgeMent

general and Subspecialty imaging

such as Cardiovascular,neuroradiological, ent

and Musculoskeletal imagings. Pet/ Ct

imaging for diagnosis, staging,

localisation and monitoring

progress of cancer.

AdvAnCed diAgnoStiC

iMAging

Collaborative partnership with top

specialists in the areas of Cancer, Heart disease, orthopaedic Surgery

and many more.

CollABoRAtive HeAltH

MAnAgeMent

1ASiAMediC liMited AnnuAl RePoRt 2010

OUR CORE SERVICES


GROUp StRUCtURE

100% DIRECTLY HELD

Wellness Assessment Centre Pte. ltd.

AsiaMedic Pet/Ct Centre Pte. ltd.

the orchard imaging Centre Pte. ltd.

AsiaMedic Heart & vascular Centre Pte. ltd.

AMC Healthcare Pte. ltd.

60% DIRECTLY HELD

AsiaMedic eye Centre Pte. ltd.

33% DIRECTLY HELD

Positron tracers Pte. ltd.

50% INDIRECTLY HELD

AsiaMedic eyecare Clinic Pte. ltd.


ASIAMEdIC’S ClInICAl UnItS

WELLNEss AssEssmENT CENTREAsiaMedic Wellness Assessment Centre offers a

comprehensive range of preventive health screening

plans that can be customized to identify the different

risk factors of different age groups of male and female

patients. Supported by an experienced and caring team

of Medical Health navigators, we help patients manage

their personal health risk profile with personalised

lifestyle solutions by applying the latest evidence-

based medical information and technology for optimal

wellbeing. AsiaMedic’s Medical Health navigators aim

to achieve positive experiences and clinical outcomes

for their patients based on its wellness philosophy of

early diagnosis, pre-symptomatic diseases detection and

disease prevention.

ADvANCED ImAgINg CENTREAsiaMedic’s Advanced diagnostic imaging Centre

comprises the orchard imaging Centre and AsiaMedic

Heart & vascular Centre. the centre provides a

comprehensive range of general imaging as well as

sub-specialized field of radiology imaging in Cardiac,

neuroradiology, ent and Musculoskeletal all in a

convenient, professional outpatient and service-oriented

environment. the centre is equipped with leading-edge

technology including multi-slice Ct scanner and Magnetic

Resonance imaging (MRi) scanner. other imaging services

include deXA, Mammography, ultrasound and X-ray. our

integrated RiS PACS system helps streamline operations

and improves our level of service to referring physician

communities.

PosITRoN EmIssIoN TomogRAPHY (PET) CENTREAsiaMedic Pet Centre is one of the first non-hospital

based Pet centres in Singapore, utilising ge’s discovery

St Pet/Ct scanner, an integrated Pet/Ct system

completely optimised for both cardiac and cancer care.

this system integrates a Pet scanner with a multislice

Computed tomography (Ct) scanner and is capable of

2d and 3d imaging. this discovery St system provides

physicians with more sensitivity, speed, resolution

and diagnostic confidence when treating cancer

patients. Pet/Ct imaging is a powerful and exciting

imaging technology that holds great promise in cancer

management.

AmC HEALTHCAREAMC Healthcare is dedicated to providing general

healthcare, healthcare consultancy and management

services. We aim to provide a world-class clinical expertise

in healthcare facilities and services and deliver excellent

service quality and healthcare proficiency to our clients,

partners and international medical organisations.


ChAIRMAn’S StAtEMEnt


business as they compete for the same patient pool

with us. As such, the group’s core diagnostic imaging

business, which caters to the private healthcare industry,

was adversely affected.

during the year, the stiff competition prompted fierce

pricing competition amongst the local healthcare

operators, resulting in overall margin erosion across the

board. Although the group has begun to diversify into

the consultancy business, the competitive landscape has

nonetheless impacted the performance of the group’s

various business units.

Consequentially, the group registered a 6% decrease in

revenue to $10.7 million for FY2010 against $11.3 million

in FY2009. the decrease in other income was mainly

attributable to decreased payments received from the

Jobs Credit Scheme. despite this, we managed to remain

profitable with a net profit attributable to equity holders

at $160,000 as compared with $783,000 in the preceding

year. net current assets increased from $8.4 million in

the strong foundations of our business and core competencies, enhanced by a clear and strategic focus, creates a platform for us to push ahead on our growth path amidst negative market sentiments to deliver value to our stakeholders over the long term.

dr low Cze Hong

Chairman

DEAR sHAREHoLDERs,on behalf of the Board of directors, it is my pleasure

to present to you our Annual Report and Financial

Statements for the financial year ended 31 december

2010 (“FY2010”).

FY2010 has been a demanding year for the group.

despite the economic recovery that ensued as the

world rode out one of the worst global financial crisis

ever seen, similar debt problems emerging in the

eurozone, inflationary worries continue to cast doubts

on a sustainable path of recovery. Moreover, where the

healthcare industry is concerned, the local and regional

operating environment remained difficult as the sector

emerged from the H1n1 influenza pandemic in FY2009.

Competition became ever more intense with the opening

of a new restructured public hospital. With the improved

economic conditions, private medical centers in the

town area also began to enlarge their service offerings

and acquired more imaging equipments, so as to attract

more patients. Such moves have greatly impacted our



ChAIRMAn’S StAtEMEnt

FY2009 to $9.1 million in FY2010, while cash and cash

equivalents remained relatively unchanged at $8.7 million

as at 31 december 2010. the management’s prudent

operation has ensured that the group’s balance sheet

remained strong with a healthy cash position.

in addition, many private medical centres have also

taken to expand their overseas businesses aggressively

by forming alliances with foreign partners in the region,

so as to compete for market share and increase revenue.

i am pleased that given the group’s established brand

name and competency, we have managed to secure two

landmark contracts with the Mubadala Healthcare group

in Abu dhabi to offer our healthcare consultancy and

project management expertise. under these contracts,

the group will be managing and operating the Capital

Health Screening Centre (“CHSC”) and Arzanah Wellness

and diagnostic Centre (“AWdC”), both in Abu dhabi,

which are slated to open in the first quarter of 2011 and

2012 respectively. the Mubadala Healthcare group is

part of the Mubadala development Co., an entity wholly-

owned by the government of Abu dhabi. together,

we will work with renowned international medical

organisations to make world-class healthcare facilities

available to the executive community in Abu dhabi and

the united Arab emirates. this partnership is expected to

contribute to the group’s revenue in FY2011 and over the

next few years, barring any unforeseen circumstances.

FoRgINg AHEAD With more and more new healthcare institutions and

centres in the pipeline, we expect the healthcare sector

to remain challenging. in order to stay profitable, the

group will explore viable ways to maintain its existing

clientele, while developing new ones locally, such as

increasing our service offerings. our sound financial

fundamentals built up over the years will enable us to

invest in measures that would deliver high value to our

patients, enhance our sales and marketing activities,

and capitalise on any suitable investment opportunities.

We are also constantly exploring feasible collaborations

with organisations to create new synergies for future

growth.

Beyond our local market, we will continue to explore

opportunities overseas, such as in the Middle east,

vietnam and Russia. our two collaborative ventures with

the Mubadala group have been encouraging and we

believe these successes will help to build up the group’s

ability to secure other consultancy and management

projects in the region. going forward, we will focus on

expanding our business overseas, while actively engaging

industrial talents to help enhance our shareholders’ value

through growing the business.

We are cautiously optimistic about the future as we are

confident that our new plans and projects, which are

already in the pipeline, will be able to see us through the

challenges of the industry to deliver the highest quality

of healthcare services to our valued customers.

ACkNoWLEDgEmENTsin conclusion, i would like to express my appreciation

towards patients, partners and shareholders for their

unwavering support and faith in the group. i would also

like to thank our team of dedicated staff and Board of

directors for their invaluable contribution towards the

group’s business.

last but not least, i would like to express my utmost

gratitude towards Ms Suzanne liau, who has retired

from the Board for her contributions during her terms

of service. At the same time, i would also like to extend

a warm welcome to dr Khor Chin Kee, who has come

onboard as a director. dr Khor was the group’s former

Chief executive officer from 2007 to 2010. His in-depth

knowledge and experience in the Company and the

healthcare industry will be greatly beneficial to the

group.

Dr. Low Cze Hong

Chairman


BOARd OF dIRECtORS


01 dr low Cze Hong

02 Mr Andi Solaiman

03 dr Khor Chin Kee

04 Mr Arthur ng Boon Chye

05 Mr goh Kian Chee

06 dr Ho lai Yun

01

04

02

05

03

06

6ASIAMEDIC LIMITED AnnuAL REpoRT 2010

7ASIAMEDIC LIMITED AnnuAL REpoRT 2010

BOARD OF DIRECTORS

Dr Low Cze Hong | non-Executive Chairman

MBBS (Singapore), FRCS ophthalmology

(in England, Edinburgh and Glasgow)

FRCophth (uK), FACS (uSA), FICS (uSA), FAMS

(Singapore)

Dr. Low Cze Hong serves as non-Executive Chairman

of the Board of AsiaMedic Limited. Dr. Low is one of

Asia’s leading ophthalmologists and a recipient of the

Singapore national Eye Centre (SnEC) Gold Medal and

the Grand Awards Medal for Community Service. Dr Low

is also a visiting professor of ophthalmology of Tianjin

Medical university. He is also honored as a VISX Global

Medical Advisor.

Mr Andi Solaiman | non-Executive Director

BA and MBA, Dury university (uSA)

Mr Solaiman is a director in several companies within

the Salim Group. His involvement in the Salim Group

includes the coverage of the Group’s activities in

the petrochemical, chemical, real estate and food

industries.

Dr Khor Chin Kee | non-Executive Director

MBBS

Dr Khor holds a medical degree from the national

university of Singapore. He was the CEo of AsiaMedic

Limited from July 2007 to April 2010. Dr Khor has

vast experience in both clinical services and healthcare

management.

Mr Arthur Ng Boon Chye | Independent Director

Mr ng is the president of International Business at Metro

private Limited. He is responsible for Metro’s operations

in Indonesia. Mr ng started Metro Indonesia in 1991 and

is the Commissioner of the Indonesian company.

Mr Goh Kian Chee | Independent Director

B.A. (Hons), Middlesex university (London, uK)

Mr Goh is presently the Chief Financial officer of the

national university of Singapore, Centre For the Arts and

is an Independent Director of Indofood Agri Resources

Limited. Widely experienced in regional management

and finance, Mr Goh had previously held senior executive

positions with large multinational companies such as

Mobil petrochemicals Asia pacific and John Hancock

International private Limited.

Dr Ho Lai Yun | Independent Director

MBBS, M.Med (paediatrics), FRCp, FRCpCH, FAAp, FAMS

Dr Ho Lai Yun is Senior Consultant paediatrician with

specialty interest in neonatology and Developmental-

Behavioural paediatrics.


KEY MAnAGEMEnt

Dr Colin koh

Chief Project officer

MBBS

dr Koh holds an MBBS degree from the national

university of Singapore. Prior to joining AsiaMedic, dr

Koh was the Chief operating officer (Coo) at thomson

Medical Centre. dr Koh has extensive experience in both

clinical services and healthcare management. He ran a

successful corporate gP practice in the city for 8 years,

and was also a medical advisor to iHP which is one of

Singapore’s largest managed care organisations. He has

held the positions of Special executive Assistant to the

Ceo and Head of Corporate Affairs at tan tock Seng

Hospital and national university Hospital. He specialises

in preventive medicine with a keen interest in weight

management and anti-aging therapies. Presently, dr Koh

is the project lead for AsiaMedic’s overseas consultancy

and management projects, in particular the mobilisation

and management of Mubadala’s Arzanah Wellness &

diagnostic Centre and Capital Health Screening Centre

in Abu dhabi.

Dr kevin Chen

Consultant Radiologist

general Manager - Advanced imaging Centre

MB ChB, MRCP, FRCR, FAMS

dr Kevin Chen graduated from the university of Bristol

Medical School in the uK. He is a member of the Royal

College of Physicians (london), a Fellow of the Royal

College of Radiologists and a Fellow of the Academy

of Medicine, Singapore. Prior to joining AsiaMedic,

dr Chen was a consultant radiologist at the Singapore

general Hospital where he was a director of the

Advanced imaging Centre and the SingHealth Centre

for noninvasive Advanced Cardiovascular imaging. He

has a special interest in cardiovascular imaging and has

completed a Fellowship in this radiological sub-specialty

at the Cleveland Clinic Foundation, ohio, uSA.

mr stanley Woo

group Financial Controller

B. Com.

Mr Woo holds a Bachelor of Commerce degree from

the university of Melbourne. As the group Financial

Controller of AsiaMedic limited, Mr Woo oversees

the group’s finance, legal, accounting and taxation

functions. He has more than 16 years of finance and

accounting experience. Prior to joining AsiaMedic, Mr

Woo spent 8 years as the Financial Controller of a public

listed manufacturing company. He also has 7 years of

public accounting experience. Mr Woo is a member of

the institute of Certified Public Accountants of Singapore

and CPA Australia.

Dr Dilshaad Abas Ali

general Manager/Medical director,

Capital Health Screening Centre (Abu dhabi)

MBBS

dr dilshaad is an accomplished healthcare management

professional with a distinguished career and driving

force behind successful projects, with sound reputation

for spearheading growth and long term value. He

graduated in Medicine in 1998 and has pursued a career

in management since 2005.


FInAnCIAl hIGhlIGhtS

REvENuE ($)

NET PRoFIT AFTER TAx ATTRIBuTABLE To oWNERs oF THE PARENT

($)

2006 2007 2008 2009 2010

$ $ $ $ $

Revenue 10,780,034 11,582,324 12,256,277 11,336,050 10,659,324

Profit/(loss) before taxation 203,586 1,134,617 1,241,835 458,148 (55,526)

Profit for the year 81,386 1,027,911 1,075,312 463,809 24,467

net profit after tax attributable to owners of the parent 125,651 1,148,698 1,325,848 782,771 160,018

total share capital and reserves 7,617,022 13,664,422 14,764,175 14,657,931 14,481,186

Cents Cents Cents Cents Cents

earning per share – Basic 0.04 0.37 0.40 0.23 0.05

earning per share – diluted 0.04 0.37 0.39 0.23 0.05

net asset value per share 2.32 3.86 4.27 4.33 4.32

160,018

782,771

1,325,848

1,148,698

125,651

0

300,000

600,000

900,0000

1,200,000

1,500,000

10,659,324

201020092007 20082006 201020092007 20082006

11,336,05012,256,277

10,780,034 11,582,324

0

3,000,000

6,000,000

9,000,000

12,000,000

15,000,000


FInAnCIAl REVIEW


group revenue decreased by 6% to $10.7 million for the financial year ended 31 december 2010 (“FY2010”) compared with $11.3 million in the previous corresponding period (“FY2009”). the decrease in the group’s revenue was due mainly to lower revenue from the diagnostic imaging business as a result of the intense competitive environment and the closure of the group’s eye business in the second half of FY2009.

the decrease in other income was due mainly to decreased payments received from the Jobs Credit Scheme.

the group’s overall operating expenses decreased in FY2010 compared with the previous corresponding period. this was due mainly to lower staff costs and the absence of impairment charge of equipment in FY2010. Staff costs as well as consumables, laboratory and consultancy fees decreased in line with the decrease in revenue. Finance costs were also lower due to settlement of hire-purchase liabilities. on the other hand, there was an increase in depreciation expense due mainly to the upgrades and purchase of medical equipment. operating lease expense increased due mainly to higher rental rates from the beginning of the year. With the expiration of some equipment warranties, maintenance costs increased compared to FY2009. As the revenue from the group’s consultancy services is denominated in uS dollars, the weakening of the uS dollar during the year resulted in a higher foreign exchange loss.

the contribution from the group’s associate company improved due to higher sales. the group’s tax expense

credit is the result of the write-back of deferred tax liabilities and the carry-back of tax loss relief.

As a result of the lower revenue due to the competitive environment, the group registered a lower profit attributable to equity holders of $160,000 for the year ended 31 december 2010 compared with a profit of $783,000 in the preceding year.

the higher operating profit after tax before deducting minority interests reported for the second half of FY2010

was due mainly to tax expense credit and carry-back loss relief, plus lower staff costs in the second half of FY2010.

the group’s financial position

remained strong. net current

assets increased to $9.1 million

from $8.4 million in FY2009. the

decrease in trade receivables was

mainly due to timely payment

from the consultancy projects and

lower sales. the accrued revenue

at the year-end is in respect of the

consultancy work performed. An

amount owing for upgrading of

equipment and a higher provision

for staff bonus in FY2009 caused other payables to

be higher in FY2009 as compared with FY2010. the

decrease in deferred income was due mainly to lower

project advanced billings.

the group generated cash flow from operating activities of $657,000 despite the decline in operating profit. Cash and cash equivalents balance remained unchanged at $8.7 million as at 31 december 2010.



FInAnCIAl REVIEW

BusINEss ouTLook

the year ahead will continue to be challenging.

the local private diagnostic imaging market is expected

to remain highly competitive, which will have a negative

impact on industry revenue and profitability. However,

the group has the ability to respond effectively to such

a challenge through its financial and business strengths.

the group’s financial strength is built upon a strong

balance sheet which will hold the group in good stead.

At the same time, the group will also focus on its core

strengths and internal capabilities. Specific measures

taken include operating the group’s clinics in a manner

which will deliver high value to patients, and deepening

the group’s sales and marketing activities to increase

market opportunities. on top of this, the group will

also explore collaborations with the right strategic fit in

Singapore as well as overseas to drive the performance

and future growth of the group.

the group expanded its presence in the Middle east

when it was recently awarded another contract to

operate and manage the Capital Health Screening Centre

(“CHSC”) in Abu dhabi. However, the wellness business

will see an increase in costs this year as additional

manpower will be required for the Arzanah diagnostic

and Wellness Centre consultancy project in Abu dhabi

as it enters its final year of construction. this increase in

costs, however, will be partly mitigated by the revenue

from the CHSC project when the facility opens in the

first quarter of 2011. the CHSC project will continue to

provide the group with a recurring net income stream

over the next few years. the Arzanah project will also be

income generating when it commences operations in

2012. More importantly, these projects will also provide

the group with a platform to undertake other potential

consultancy and management projects in the Middle east

and other regions.


OpERAtIOnS REVIEW

in view of the fact that the local private diagnostic imaging market will remain highly competitive, the group recognises the need to take active steps in managing its resources. the group has solid financial strength built upon a strong balance sheet and this will serve the group well in its efforts to identify feasible collaborations with the right strategic fit both locally and regionally.

Although cost containment is important, the group continues to emphasise on delivering high value services to its clients in order to differentiate the group from other service providers. on this aspect, the group installed a new dual-energy X-ray absorptiometry (deXA) machine. With this equipment, besides being able to perform the core examination of bone mineral density, we are now also able to extend our services into body fat composition analysis to our clients. this is in line with the group’s core values of ensuring patient and physician confidence through continuous service and clinical quality improvement with a strong focus on safety and consistent processes and standards.

in view of the growing competition, the group will continue to engage and align referring physicians, sub-specialists and leading specialists through a more precise collaborative care model. in addition, the group also spared no effort in developing new overseas markets, such as the Middle east, vietnam and Russia. due to increasing consumer spending power and living standards in these countries, demand for high quality healthcare ensures that delivery of good quality service and the use of advanced technologies are the means by which the group is able to maintain its competitive edge.

in terms of the group’s wellness business, the group continued to expand its presence in the Middle east after securing the consultancy and management contract by Mubadala Healthcare to operate and manage the CHSC in Abu dhabi. this is a strategic development for the group as this facility plays a vital role in ensuring that Abu dhabi remains a healthy city for the emirate’s migrant workforce to live and work by providing them with these mandatory medical checks. When operational,

the facility will have the capacity to manage up to 300 visa applicants per day as well as provide the option of a premium service with a 24-hour turnaround on results. the duration of the contract for managing the CHSC is 5 years with the possibility of renewal for another 5 years. this steady income stream will have a positive impact on the group’s earnings in the following year and several more to come.

the group’s other key project in Abu dhabi, the AWdC, is still under construction and is expected to be completed in early 2012. When completed, this state-of-the-art multi-specialty medical centre will offer a broad range of lifestyle and diagnostic imaging services. the centre will house world-class clinics that will deliver a host of offerings catering to women’s health and aesthetics, wellness and comprehensive health screening, dentistry, dermatology, ent and allergy, day surgery, endoscopy, general practice and pediatrics specialists. due to the strategic nature of this project, key members of the management are spearheading and managing this project. Similar to the CHSC project, the duration of this contract is for the long term. the group will operate and manage the Centre for 10 years upon commencement of operation with the possibility of renewal for another 10 years.

Mubadala Healthcare is a division of Mubadala development Co., which is wholly owned by the government of the emirate of Abu dhabi. its mandate is to provide world-class healthcare facilities and services in Abu dhabi and the united Arab emirates through partnerships with renowned international medical organizations. the group’s strategic partnership with Mubadala Healthcare is a testament to the group’s excellent service quality and healthcare proficiency.

on the back of these successes, the group will continue to explore and evaluate opportunities both locally and regionally, especially in the area of consultancy and management work. to mitigate the growing competition, the group will also forge ahead in the exploration of new business opportunities, building strategic partnerships and expanding its footprint in the region by leveraging on its brand value and renowned competency.

StAtEMEnt OF CORpORAtE GOVERnAnCE


the Board of directors of AsiaMedic limited (the “Company”) is committed to ensuring that high standards of

corporate governance and transparency are practiced for the protection of shareholders’ interests. this report

describes the corporate governance framework and practices of the Company with specific reference made to each

of the principles of the Code of Corporate governance 2005 (the “Code”). the Company will continue to improve

its systems and corporate governance processes in compliance with the Code.

BoARD mATTERs

The Board’s Conduct of its Affairs

Principle 1

Every company should be headed by an effective Board to lead and control the company. The Board is

collectively responsible for the success of the company. The Board works with management to achieve this

and the management remains accountable to the Board.

the Board of directors (the “Board”) comprises 6 non-executive directors having the appropriate mix of core

competencies and diversity of experience to direct and lead the Company. As at the date of this report, the Board

comprises the following members:

1. Dr Low Cze Hong (Non-Executive Chairman)

2. Mr Andi Solaiman (Non-Executive Director)

3. Dr Khor Chin Kee (Non-Executive Director)

4. Mr Arthur Ng Boon Chye (Independent Director)

5. Mr Goh Kian Chee (Independent Director)

6. Dr Ho Lai Yun (Independent Director)

the primary role of the Board is to protect and enhance long-term shareholders’ value. it sets the corporate

strategies of the group, and sets directions and goals for the Management. it supervises the Management and

monitors performance of these goals to enhance shareholders’ value. the Board is responsible for the overall

corporate governance of the group.

Regular meetings are held to deliberate the strategic policies of the Company including significant acquisitions

and disposals, review and approve annual budgets, review the performance of the business and approve the public

release of periodic financial results.

the Board has formed the Audit Committee, the nominating Committee and the Remuneration Committee

(collectively, the “Board Committees”) to assist in carrying out and discharging its duties and responsibilities

efficiently and effectively.

these Board Committees function within clearly defined terms of reference and operating procedures, which

are reviewed on a regular basis. the effectiveness of each Board Committee is also constantly reviewed by the

Board.




the following table discloses the number of meetings held for Board and Board Committees and the attendance

of all directors for the financial year ended 31 december 2010: -

BoARDAuDIT

CommITTEEREmuNERATIoN

CommITTEENomINATINgCommITTEE

number of meetings held 5 2 2 1

dr low Cze Hong 4 nA nA nA

Mr Arthur ng Boon Chye 5 2 2 1

Ms Suzanne liau[resigned on 19/4/2010]

2 nA 2 nA

Mr goh Kian Chee 5 2 2 1

Mr Andi Solaiman 5 nA nA 0

dr Ho lai Yun 3 1 2 nA

dr Khor Chin Kee[resigned on 1/4/2010 andre-appointed on 21/9/2010]

2 nA nA nA

nA – the directors are non-members of the Board Committees.

While the Board considers directors’ attendance at Board meetings as important, it should not be the only criterion

to measure their contributions. the Board also takes into account the contributions by Board members in other

forms including periodical reviews, provision of guidance and advice on various matters relating to the group.

Board Composition and Balance

Principle 2

There should be a strong and independent element on the Board, which is able to exercise objective

judgement on corporate affairs independently, in particular, from management. No individual or small group

of individuals should be allowed to dominate the Board’s decision making.

the Board now consists of 6 directors, of whom 3 are independent directors.

the criterion for independence is based on the definition given in the Code. the Board considers an “independent”

director as one who has no relationship with the Company, its related companies or officers that could interfere,

or be reasonably perceived to interfere, with the exercise of the director’s independent judgement of the conduct

of the Company’s affairs.




the Board is of the view that the current Board members comprise persons whose diverse skills, experience and

attributes provide for effective direction for the group. the composition of the Board will be reviewed on an

annual basis by the nominating Committee to ensure that the Board has the appropriate mix of expertise and

experience, and collectively possess the necessary core competencies for effective functioning and informed

decision-making.

Key information regarding the directors is given in the ‘Board of directors’ section of this annual report.

Particulars of interests of directors, who held office at the end of the financial year, in shares, debentures, warrants

and share options in the Company and in related corporations (other than wholly-owned subsidiaries) are set out

in the directors’ Report of the annual report.

Chairman and Chief Executive officer

Principle 3

There should be a clear division of responsibilities at the top of the company – the working of the Board and

the executive responsibility of the company’s business – which will ensure a balance of power and authority,

such that no one individual represents a considerable concentration of power.

the roles of the Chairman and the Chief executive officer (“Ceo”) are separate and distinct, each having their

own areas of responsibilities. the Company believes that a distinctive separation of responsibilities between the

Chairman and the Ceo will ensure an appropriate balance of power, increased accountability and greater capacity

of the Board for independent decision-making.

dr low Cze Hong is the Chairman of the Company. As the non-executive Chairman, dr low Cze Hong chairs the

meetings of the Board and is primarily responsible for the effective working of the Board.

Since the resignation of the Ceo, dr victor ng, on 7 September 2010, Mr Andi Solaiman, who is a non-executive

director in consultation with the Board, is overseeing the operations of the Company until the engagement of a

new Ceo.

Board membership

Principle 4

There should be a formal and transparent process for the appointment of new directors to the Board.

the nominating Committee (“nC”) comprises 3 members, a majority of whom are independent. the members of

the nC are:

• MrArthurNgBoonChye(ChairmanandIndependentDirector)

• MrGohKianChee(IndependentDirector)

• MrAndiSolaiman(Non-ExecutiveDirector)




the nC functions under the terms of reference which sets out its responsibilities including:

(a) to make recommendations to the Board on all Board appointments, re-appointments and re-nominations;

(b) to ensure that independent directors meet the SgX-St’s guidelines and criteria; and

(c) to assess the effectiveness of the Board as a whole and the effectiveness and contribution of each director

to the Board.

the Articles of Association of the Company require one-third of the Board to retire from office at each Annual

general Meeting (“AgM”). Accordingly, the directors will submit themselves for re-nomination and re-election at

regular intervals of at least once every 3 years.

the year of initial appointment and the year of last re-election of the directors are set out below:

YEAR oF INITIALAPPoINTmENT/

RE-APPoINTmENTYEAR oF LAsTRE-ELECTIoN

dr low Cze Hong 2005 2008

Mr Arthur ng Boon Chye 2005 2008

Mr goh Kian Chee 2006 2009

Mr Andi Solaiman 2006 2010

dr Ho lai Yun 2006 2010

dr Khor Chin Kee[Resigned on 1/4/2010and re-appointed on 21/9/2010]

2010 nA

According to Article 99 of the Company’s Articles of Association, dr low Cze Hong and Mr Arthur ng Boon Chye

will retire at the Company’s forthcoming AgM and be eligible for re-election.

According to Article 103 of the Company’s Articles of Association, dr Khor Chin Kee will retire at the Company’s

forthcoming AgM and be eligible for re-election.




Board Performance

Principle 5

There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by

each director to the effectiveness of the Board.

the nC examines the Board’s size to satisfy that it is appropriate for effective decision making, taking into account

the nature and scope of the Company’s operations.

the nC has reviewed and evaluated the performance of the Board as a whole, taking into consideration the

attendance record at the meetings of the Board and Board Committees and also the contribution of each director

to the effectiveness of the Board. notwithstanding that some of the directors have multiple board representations,

the nC is satisfied that sufficient time and attention are being given by the directors to the affairs of the group.

Access to Information

Principle 6

In order to fulfill their responsibilities, Board members should be provided with complete, adequate and

timely information prior to board meetings and on an on-going basis.

All directors are from time to time furnished with information concerning the Company to enable them to be fully

cognizant of the decisions and actions of the Company’s executive Management. the Board has unrestricted access

to the Company’s records and information.

Senior members of Management are available to provide explanatory information in the form of briefings to the

directors or formal presentations in attendance at Board meetings, or by external consultants engaged on specific

projects.

the Board has separate and independent access to the Company Secretary and to other senior management

executives of the Company and of the group at all times in carrying out their duties. the Company Secretary attends

all Board meetings and meetings of the Board Committees of the Company and ensures that Board procedures

are followed and that applicable rules and regulations are complied with. the minutes of all Board Committees’

meetings are circulated to the Board.

each director has the right to seek independent legal and other professional advice, at the Company’s expense,

concerning any aspect of the group’s operations or undertakings in order to fulfill their duties and responsibilities

as directors.




REmuNERATIoN mATTERs

Procedures for Developing Remuneration Policies

Principle 7

There should be a formal and transparent procedure for developing policy on executive remuneration and

for fixing the remuneration packages of individual directors. No director should be involved in deciding his

own remuneration.

the Remuneration Committee (“RC”) comprises 3 members, all of whom are non-executive and a majority of whom

are independent directors, including the Chairman of the RC. the members of the RC are:

• DrHoLaiYun(ChairmanandIndependentDirector)

• MrArthurNgBoonChye(IndependentDirector)

• MrGohKianChee(IndependentDirector)

the RC recommends to the Board a framework of remuneration for the directors and executive officers, and

determines specific remuneration package for each executive director. the recommendations will be submitted

for endorsement by the Board.

All aspects of remuneration, including but not limited to directors’ fees, salaries, allowances, bonuses and benefits

in kind, will be covered by the RC. each RC member will abstain from voting on any resolution in respect of his

remuneration package.

the RC functions under the terms of reference which sets out its responsibilities:

(a) to recommend to the Board a framework for remuneration for the directors and key executives of the

Company;

(b) to determine specific remuneration packages for each executive director; and

(c) to review the appropriateness of compensation for non-executive directors.

the recommendations of the RC will be submitted to the Board for endorsement. the RC will be provided with

access to expert professional advice on remuneration matters as and when necessary. the expenses of such services

shall be borne by the Company.

All aspects of remuneration, including but not limited to directors’ fees, salaries, allowances, bonuses, and benefits-

in-kind shall be reviewed by the RC.




Level and mix of Remuneration

Principle 8

The level of remuneration should be appropriate to attract, retain and motivate the directors needed to

run the company successfully but companies should avoid paying more than is necessary for this purpose.

A significant proportion of executive directors’ remuneration should be structured so as to link rewards to

corporate and individual performance.

in setting remuneration packages, the Remuneration Committee will take into consideration the pay and employment

conditions within the industry and in comparable companies. the remuneration of non-executive directors is

also reviewed to ensure that the remuneration is commensurate with the contribution and responsibilities of the

directors.

the Company will submit the quantum of directors’ fees for each year to the shareholders for approval at each

AgM.

Disclosure on Remuneration

Principle 9

Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration,

and the procedure for setting remuneration in the company’s annual report. It should provide disclosure in

relation to its remuneration policies to enable investors to understand the link between remuneration paid

to directors and key executives, and performance.

details of the remuneration paid/payable to the directors of the Company for FY2010 are set out below:

Number of DirectorsFY2010 FY2009

S$500,000 and above nil nilS$250,000 to S$499,999 nil 1Below S$249,999 7 6

Total 7 7




salary BonusDirectors’

Fees

Allowancesand otherBenefits

TotalCompensation

% % % % %DIRECToRs

Between s$250,000 and s$500,000nil

Below s$250,000dr low Cze Hong nil nil 100 nil 100Mr Arthur ng Boon Chye nil nil 100 nil 100Ms Suzanne liau (resigned on 19/4/2010) nil nil 100 nil 100Mr goh Kian Chee nil nil 100 nil 100Mr Andi Solaiman nil nil 100 nil 100dr Ho lai Yun nil nil 100 nil 100dr Khor Chin Kee 79 nil 17 4 100

dr Khor Chin Kee was an executive director until 1 April 2010.

key Executives Remuneration

the Code recommends that the remuneration of at least the top 5 key executives who are not directors be

disclosed within bands of S$250,000. However, the Company believes that it is not in the best interests of the

Company to disclose the details of the remuneration of its top 5 key executives given the highly competitive industry

conditions.

Immediate Family member of Directors or substantial shareholders

no employee of the Company and its subsidiaries was an immediate family member of a director and/or a Substantial

Shareholder whose remuneration exceeded S$150,000 during FY2010.

ACCouNTABILITY AND AuDIT

Accountability

Principle 10

The Board should present a balanced and understandable assessment of the company’s performance, position

and prospects.

the Board is accountable to the shareholders and is mindful of its obligations to furnish timely information and to

ensure full disclosure of material information to shareholders in compliance with statutory requirements and the

listing Manual of the SgX-St, Section B: Rules of Catalist (the “Catalist Rules”).




Price sensitive information will be made available either before the Company meets with any group of investors

or analysts or simultaneously with such meetings. Financial results and annual reports will be announced or issued

within legally prescribed periods.

Audit Committee

Principle 11

The Board should establish an Audit Committee with written terms of reference which clearly set out its

authority and duties.

the Audit Committee (“AC”) comprises 3 members, all of whom independent directors. the AC comprises the

following members:

• MrGohKianChee(ChairmanandIndependentDirector)

• MrArthurNgBoonChye(IndependentDirector)

• DrHoLaiYun(IndependentDirector)

the AC functions under the terms of reference which sets out its responsibilities as follows:

(a) to review the audit plans of both the internal and external auditors;

(b) to review the auditors’ reports and their evaluation of the Company’s and the group’s system of internal

controls;

(c) to review the co-operation given by the Company’s officers to the internal and external auditors;

(d) to review the financial statements of the Company and the group before submission to the Board;

(e) to nominate and review the appointment of the internal and external auditors;

(f) to review with auditors and Management on the general internal control procedures;

(g) to review interested person transactions, if any.

the AC has the power to conduct or authorise investigations into any matters within the AC’s scope of responsibility.

the AC is authorised to obtain independent professional advice if it deems necessary in the discharge of its

responsibilities. Such expenses are to be borne by the Company.

each member of the AC shall abstain from voting on any resolutions in respect of matters he is interested in.

the AC has full access to and co-operation of the Management and has full discretion to invite any director or

executive officer to attend its meetings, and has been given reasonable resources to enable it to discharge its

functions.

the AC meets with both the internal and external auditors without the presence of the Management at least once

a year.




the AC reviews the independence of the external auditors annually. the AC, having reviewed the range and value of

non-audit services performed by the external auditors, ernst & Young llP, is satisfied that the nature and extent of

such services will not prejudice the independence and objectivity of the external auditors. the AC has recommended

that ernst & Young llP be nominated for re-appointment as auditors at the forthcoming AgM.

the external auditors, ernst & Young llP, are the auditors for the Company and subsidiaries of the Company.

Positron tracers Pte ltd., an associate company, is audited by KPMg llP. the Board and the AC are satisfied that

the appointment of KPMg llP would not compromise the standard and effectiveness of the audit of the Company,

and accordingly, Rule 716 of the Catalist Rules has been complied with.

the Company has in place a whistle-blowing framework where staff of the Company can raise concerns about

improprieties.

Internal Controls

Principle 12

The Board should ensure that the management maintains a sound system of internal controls to safeguard

the shareholders’ investments and the company’s assets.

the AC will ensure that a review of the effectiveness of the Company’s material internal controls, including financial,

operational and compliance controls and risk management, is conducted annually. in this respect, the AC will review

the audit plans and the findings of the auditors, and will ensure that the Company follows up on the auditors’

recommendations raised, if any, during the audit process.

Internal Audit

Principle 13

The company should establish an internal audit function that is independent of the activities it audits.

the Company has engaged Yang lee & Associates as its internal auditor. the internal auditor reports directly to

the Chairman of the AC on all internal audit matters.

the primary functions of internal audit are to:

(a) assess if adequate systems of internal controls are in place to protect the funds and assets of the group and

to ensure control procedures are complied with;

(b) assess if operations of the business processes under review are conducted efficiently and effectively; and

(c) identify and recommend improvements to internal control procedures, where required.

the AC has reviewed the Company’s internal control assessment, and based on the internal auditors’ and external

auditors’ reports and the internal controls in place, it is satisfied that there are adequate internal controls in the

Company.




CommuNICATIoN WITH sHAREHoLDERs

Principle 14

Companies should engage in regular, effective and fair communication with shareholders.

Principle 15

Companies should encourage greater shareholder participation at Annual general meetings (“Agm”) and

allow shareholders the opportunity to communicate their views on various matters affecting the Company.

in line with the continuous obligations of the Company pursuant to the Catalist Rules, the Board’s policy is that all

shareholders be informed of all major developments that impact the group.

information is disseminated to shareholders on a timely basis through:

(a) SgXnet announcements and news releases;

(b) Annual Report prepared and issued to all shareholders;

(c) press releases on major developments of the group;

(d) notices of and explanatory memoranda for the AgMs and extraordinary general meetings (“egMs”); and

(e) the Company’s website at www.asiamedic.com.sg, where shareholders can access information on the

group.

the Company’s AgMs are the principal forums for dialogue with shareholders. the Chairmen of the AC, RC and

nC are normally available at the meetings to answer any question relating to the work of these Board Committees.

the external auditors shall also be present to assist the directors in addressing any relevant queries by the

shareholders.

Shareholders are encouraged to attend the AgMs and the egMs to ensure a high level of accountability and to

stay apprised of the group’s strategy and goals. notices of the meetings will be advertised in the newspapers and

announced on the SgXnet.

sECuRITIEs TRANsACTIoNs

in line with Rule 1204(18) of the Catalist Rules, the Company issues circulars to its directors and employees to

remind them that (1) they should not deal in shares of the Company on short-term considerations or if they are in

possession of unpublished material price-sensitive information; and (2) they are required to report on their dealings

in shares of the Company. the directors and employees are also reminded of the prohibition in dealing in shares

of the Company 1 month before the release of the half year and year-end financial results and ending on the date

of the announcement of the relevant results.



INTEREsTED PERsoN TRANsACTIoNs (“IPTs”) PoLICY

the Company adopted an internal policy in respect of any transactions with interested persons and has established

procedures for review and approval of the interested person transactions entered into by the group. the AC has

reviewed the rationale and terms of the group’s interested person transactions and is of the view that the interested

person transactions are on normal commercial terms and are not prejudicial to the interests of the shareholders.

there are no interested person transactions transacted for FY2010 by the group.

mATERIAL CoNTRACTs

there were no material contracts entered into by the Company or any of its subsidiary companies involving the

interest of the Ceo, director, or controlling shareholder.

NoN-AuDIT FEEs AND NoN-sPoNsoR FEEs

Phillip Securities Pte. ltd. (“PSPl”) was the continuing sponsor of the Company for the period under review, up

till 28 February 2011. the Company appointed Shooklin Advisory Services Pte. ltd. as its continuing sponsor with

effect from 1 March 2011.

in compliance with Rule 1204(20) of the Catalist Rules, there was no non-sponsor fee paid to PSPl. the amount of

non-audit fees payable to the auditors amounted to S$3,000.

TREAsuRY sHAREs

there are no treasury shares held by the Company as at the end of FY2010.

dIRECtORS’ REpORt


the directors are pleased to present their report to the members together with the audited consolidated financial statements of AsiaMedic limited (the “Company”) and its subsidiaries (collectively, the “group”) and the statement of financial position and statement of changes in equity of the Company for the financial year ended 31 december 2010.

1. DIRECToRs

the directors of the Company in office at the date of this report are:

dr low Cze HongMr Andi SolaimanMr Arthur ng Boon ChyeMr goh Kian Cheedr Ho lai Yundr Khor Chin Kee (Re-appointed on 21.09.2010)

in accordance with Article 99 of the Company’s Articles of Association, dr low Cze Hong and Mr Arthur ng Boon Chye retire and, being eligible, offer themselves for re-election.

in accordance with Article 103 of the Company’s Articles of Association, dr Khor Chin Kee retires, and, being eligible, offers himself for re-election.

2. ARRANgEmENTs To ENABLE DIRECToRs To ACquIRE sHAREs AND DEBENTuREs

except as described in paragraph 5 below, neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose objects are, or whose object is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares or debentures of the Company or any other body corporate.

3. DIRECToRs’ INTEREsTs IN sHAREs AND DEBENTuREs

the following director, who held office at the end of the financial year, had, according to the register of directors’ shareholdings required to be kept under Section 164 of the Singapore Companies Act, Cap. 50, an interest in shares and share options of the Company and related corporations as stated below:

Direct interest Deemed interest`

Name of Director At 1.1.2010 At 31.12.2010 At 1.1.2010 At 31.12.2010 w

The Company

Ordinary sharesdr low Cze Hong 792,000 792,000 20,000 20,000

Share options of the Companydr low Cze Hong 500,000 500,000 – –

subsidiary of the Company – Asiamedic Eye Centre Pte Ltd

Ordinary sharesdr low Cze Hong 600,000 600,000 – –

dIRECtORS’ REpORt



3. DIRECToRs’ INTEREsTs IN sHAREs AND DEBENTuREs (Continued)

there was no change in any of the above-mentioned interests between the end of the financial year and 21

January 2011.

except as disclosed in this report, no director who held office at the end of the financial year had interests

in shares, share options or debentures of the Company, or of related corporations, either at the beginning

of the financial year, or date of appointment if later, or at the end of the financial year.

4. DIRECToRs’ CoNTRACTuAL BENEFITs

except as disclosed in the financial statements, since the end of the previous financial year, no director of

the Company has received or become entitled to receive a benefit by reason of a contract made by the

Company or a related corporation with the director, or with a firm of which the director is a member, or with

a company in which the director has a substantial financial interest.

5. oPTIoNs

The Company’s Employees’ share option scheme

the Company’s employees’ Share option Scheme (the “eSoS”) was approved by the members of the

Company at an extraordinary general Meeting of the Company held on 16 december 1993. the eSoS is

administered by the Remuneration Committee, which comprises the following members:

(i) dr Ho lai Yun, Chairman

(ii) Mr Arthur ng Boon Chye, Member

(iii) Mr goh Kian Chee, Member

other statutory information regarding the eSoS is set out below:

(i) the exercise price of the options is determined at the average of the last dealt prices for the Company’s

shares on the Singapore exchange Securities trading limited (“SgX-St”) on the 3 consecutive business

days immediately preceding the date of grant of such options;

(ii) the options vest 1 year after the grant date; and

(iii) the options granted expire 4 years after the vesting date unless they have been cancelled.


dIRECtORS’ REpORt


5. oPTIoNs (Continued)

At the end of the financial year, details of the options granted under the eSoS on the unissued ordinary

shares of the Company are as follows:

Date of grantof options

Exercise price per share ($)

options outstanding at 1.1.2010

options granted

options exercised

options cancelled/

lapsed

options outstanding

at 31.12.2010

Number of option holders at

31.12.2010Exercise period

22.08.2007 0.10 1,145,000 – – (80,000) 1,065,000 9

22.08.2008 to

22.08.2012

except as disclosed above, there were no unissued shares of the Company or its subsidiaries under options

granted by the Company or its subsidiaries as at the end of the financial year.

details of options granted to a director of the Company under the eSoS are as follows:

Nameoptions granted

during 2010

Aggregate optionsgranted since

commencementof the Esos to

31.12.2010

Aggregate optionsexercised/lapsed

since commencementof the Esos to

31.12.2010

Aggregate optionsoutstanding as at

31.12.2010

dr low Cze Hong – 500,000 – 500,000

Since the commencement of the eSoS till the end of the financial year:

• nooptionshavebeengrantedtothecontrollingshareholdersoftheCompanyandtheirassociates;

• noparticipanthasreceived5%ormoreofthetotaloptionsavailableundertheESOS;

• duringthefinancialyearended31December2010,nooptionshavebeenexercised;

• nooptions thatentitle theholder toparticipate,byvirtueof theoptions, inany share issueofany

other corporation have been granted; and

• noshareoptionshavebeengrantedatadiscount.

dIRECtORS’ REpORt



6. AuDIT CommITTEE

the Audit Committee members since the beginning of the year to the date of this report comprise:

Mr goh Kian Chee Chairman

Mr Arthur ng Boon Chye Member

dr Ho lai Yun Member

the Audit Committee performs the functions specified in Section 201B of the Singapore Companies Act,

Cap. 50, the listing Manual of the SgX-St, Section B: Rules of Catalist (the “Catalist Rules”) and the Best

Practices guide of the SgX-St.

the functions of the Audit Committee include the following:

(i) to review:

• withtheauditors,theirauditplanandtheauditors’report;

• theassistanceprovidedbytheCompany’sofficerstotheauditors;

• thefinancialstatementsoftheCompanyandtheconsolidatedfinancialstatementsoftheGroup

prior to the submission to the Board of directors of the Company for adoption; and

• reviewthenatureandextentofnon-auditservicesprovidedbytheexternalauditors.

(ii) to review interested Person transactions (as defined in Chapter 9 of the Catalist Rules), and

(iii) to nominate auditors.

during the year, the Audit Committee met to review the scope of work of the auditors, and the

results arising therefrom. it followed up on outstanding matters contained in these reports, where

appropriate.

the consolidated financial statements of the group were reviewed by the Audit Committee prior

to the submission to the directors of the Company for adoption. Further, the Audit Committee also

reviewed the group’s interim and annual announcements and reports before they were submitted to

the Board of directors for approval.

the Audit Committee has recommended to the Board of directors that ernst & Young llP be

nominated as auditors at the forthcoming Annual general Meeting of the Company.

Further details regarding the Audit Committee are disclosed in the Report on Corporate

governance.


dIRECtORS’ REpORt


7. AuDIToRs

ernst & Young llP have expressed their willingness to accept reappointment as auditors.

on behalf of the Board of directors:

dr low Cze Hong

director

Andi Solaiman

director

Singapore

18 March 2011

StAtEMEnt BY dIRECtORS


We, dr low Cze Hong and Andi Solaiman, being 2 of the directors of AsiaMedic limited, do hereby state that, in

the opinion of the directors,

(i) the accompanying statements of financial position, consolidated statement of comprehensive income,

statements of changes in equity, and consolidated statement of cash flows together with notes thereto are

drawn up so as to give a true and fair view of the state of affairs of the group and of the Company as at

31 december 2010 and the results of the business, changes in equity and cash flows of the group and the

changes in equity of the Company for the year ended on that date, and

(ii) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay

its debts as and when they fall due.

on behalf of the Board of directors:

dr low Cze Hong

director

Andi Solaiman

director

Singapore

18 March 2011

IndEpEndEnt AUdItORS’ REpORt


FoR tHe FinAnCiAl YeAR ended 31 deCeMBeR 2010to tHe MeMBeRS oF ASiAMediC liMited

REPoRT oN THE CoNsoLIDATED FINANCIAL sTATEmENTs

We have audited the accompanying consolidated financial statements of AsiaMedic limited (the “Company”) and

its subsidiaries (collectively, the “group”) set out on pages 33 to 81, which comprise the statements of financial

position of the group and the Company as at 31 december 2010, the statements of changes in equity of the group

and the Company and the consolidated statement of comprehensive income and consolidated statement of cash

flows of the group for the year then ended, and a summary of significant accounting policies and other explanatory

information.

management’s responsibility for the consolidated financial statements

Management is responsible for the preparation of consolidated financial statements that give a true and fair view

in accordance with the provisions of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting

Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a

reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions

are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit

and loss accounts and balance sheets and to maintain accountability of assets.

Auditors’ responsibility

our responsibility is to express an opinion on these consolidated financial statements based on our audit. We

conducted our audit in accordance with Singapore Standards on Auditing. those standards require that we comply

with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the

consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

consolidated financial statements. the procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or

error. in making those risk assessments, the auditor considers internal control relevant to the entity’s preparation

of the consolidated financial statements that give 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

entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the

reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of

the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion.

IndEpEndEnt AUdItORS’ REpORt


FoR tHe FinAnCiAl YeAR ended 31 deCeMBeR 2010to tHe MeMBeRS oF ASiAMediC liMited

opinion

in our opinion, the consolidated financial statements of the group and the statement of financial position and

statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act

and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the group

and of the Company as at 31 december 2010 and the results, changes in equity and cash flows of the group and

the changes in equity of the Company for the year ended on that date.

REPoRT oN oTHER LEgAL AND REguLAToRY REquIREmENTs

in our opinion, the accounting and other records required by the Act to be kept by the Company and by those

subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with

the provisions of the Act.

ernst & Young llP



Singapore

18 March 2011

COnSOlIdAtEd StAtEMEnt OF COMpREhEnSIVE InCOMEFoR tHe FinAnCiAl YeAR ended 31 deCeMBeR 2010


Note 2010 2009$ $

Revenue 4 10,659,324 11,336,050other income 51,260 263,001Items of expense Raw materials and other consumables used 13 (888,543) (976,099) employee benefits expense 24 (4,247,952) (4,508,328) depreciation of property, plant and equipment 9 (1,328,012) (1,231,613) operating lease expenses (1,052,668) (915,524) Maintenance of equipment (720,105) (666,545) laboratory and consultancy fees (1,414,179) (1,446,767) Finance costs 5 (17,374) (32,473) other operating expenses (1,132,526) (1,136,618) impairment loss on property, plant and equipment – (229,382)Share of results of associates 35,249 2,446

(Loss)/profit before tax 6 (55,526) 458,148income tax credit 7 79,993 5,661

Profit for the year 24,467 463,809other comprehensive income, net of tax – –

Total comprehensive income for the year 24,467 463,809

Profit attributable to:owners of the parent 160,018 782,771non-controlling interests (135,551) (318,962)

24,467 463,809

Cents CentsEarnings per share to owners of the parent (cents per share)Basic 8 0.05 0.23diluted 8 0.05 0.23


StAtEMEntS OF FInAnCIAl pOSItIOnAS At 31 deCeMBeR 2010

group CompanyNote 2010 2009 2010 2009

$ $ $ $

Non-current assetsProperty, plant and equipment 9 4,522,708 5,527,581 120,365 146,251investment in subsidiaries 10 – – 1,151,413 1,371,413investment in associates 11 1,252,755 1,217,506 1,252,755 1,215,060

5,775,463 6,745,087 2,524,533 2,732,724Current assetsinventories 13 37,910 54,477 – –trade receivables 14 740,085 1,680,525 2,964,485 2,968,963Accrued revenue 15 245,590 – – –other receivables 16 544,024 360,720 183,491 119,506Prepayments 74,800 87,140 22,283 31,233Cash and cash equivalents 17 8,711,341 8,756,483 7,694,196 7,653,583

10,353,750 10,939,345 10,864,455 10,773,285Current liabilitiestrade payables 18 318,927 259,543 54,660 34,632other payables and accruals 19 843,963 1,206,569 211,731 289,180deferred income 20 18,285 849,564 – –obligations under finance leases 21 86,490 179,222 3,695 4,177income tax payable 1,634 542 – –

1,269,299 2,495,440 270,086 327,989

Net current assets 9,084,451 8,443,905 10,594,369 10,445,296

Non-current liabilitiesobligations under finance leases 21 146,907 233,391 – 3,689deferred tax liabilities 12 231,821 297,670 – –

378,728 531,061 – 3,689

Net assets 14,481,186 14,657,931 13,118,902 13,174,331

Equity attributable to owners of the parentShare capital 22 21,550,530 21,550,530 21,550,530 21,550,530Accumulated losses (7,113,274) (7,072,080) (8,475,558) (8,420,129)employee share option reserve 23 43,930 43,930 43,930 43,930

14,481,186 14,522,380 13,118,902 13,174,331Non-controlling interests – 135,551 – –

Total equity 14,481,186 14,657,931 13,118,902 13,174,331

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

StAtEMEntS OF ChAnGES In EQUItYFoR tHe FinAnCiAl YeAR ended 31 deCeMBeR 2010


Attributable to owners of the parent

Note

share

capital

Accumulated

losses

Employee

share option

reserve

Total share

capital and

reserves

Non-

controlling

interests(1)

Total

equity

(Note 23)

$ $ $ $ $ $

group

Balance at 1 January 2009 21,550,530 (7,284,798) 43,930 14,309,662 454,513 14,764,175

Profit for the year – 782,771 – 782,771 (318,962) 463,809

total comprehensive income

for the year – 782,771 – 782,771 (318,962) 463,809

dividends 30 – (570,053) – (570,053) – (570,053)

Balance at 31 december 2009

and 1 January 2010 21,550,530 (7,072,080) 43,930 14,522,380 135,551 14,657,931

Profit for the year – 160,018 – 160,018 (135,551) 24,467

total comprehensive income

for the year – 160,018 – 160,018 (135,551) 24,467

dividends 30 – (201,212) – (201,212) – (201,212)

Balance at 31 december 2010 21,550,530 (7,113,274) 43,930 14,481,186 – 14,481,186

(1) the minority shareholder is also one of the directors of the Company.

StAtEMEntS OF ChAnGES In EQUItYFoR tHe FinAnCiAl YeAR ended 31 deCeMBeR 2010


Attributable to the owners of the parent

Noteshare capital

Accumulated losses

Employee share option reserve Total

(Note 23)$ $ $ $

w

Company

Balance at 1 January 2009 21,550,530 (9,110,377) 43,930 12,484,083

Profit for the year – 1,260,301 – 1,260,301total comprehensive income for the year – 1,260,301 – 1,260,301dividends 30 – (570,053) – (570,053)

Balance at 31 december 2009 and 1 January 2010 21,550,530 (8,420,129) 43,930 13,174,331

Profit for the year – 145,783 – 145,783total comprehensive income for the year – 145,783 – 145,783dividends 30 – (201,212) – (201,212)

Balance at 31 december 2010 21,550,530 (8,475,558) 43,930 13,118,902


COnSOlIdAtEd StAtEMEnt OF CASh FlOWSFoR tHe FinAnCiAl YeAR ended 31 deCeMBeR 2010


2010 2009$ $

Cash flows from operating activities(loss)/profit before tax (55,526) 458,148Adjustments: depreciation of property, plant and equipment 1,328,012 1,231,613 impairment loss on doubtful trade receivables – third parties 37,000 5,412 interest expense 13,916 29,791 Property, plant and equipment written off 5,584 14,721 Share of results of associates (35,249) (2,446) interest income (20,893) (25,905) impairment loss on property, plant and equipment – 229,382 loss on disposal of property, plant and equipment – 18,465 impairment loss on doubtful other receivables – associate – 11,863

operating cash flows before changes in working capital 1,272,844 1,971,044decrease in inventories 16,567 53,025decrease/(increase) in trade and other receivables, accrued revenue and prepayments 486,886 (489,582)decrease in trade and other payables (303,222) (29,313)(decrease)/increase in deferred income (831,279) 849,564

Cash flows from operations 641,796 2,354,738income tax refund/(paid) 15,236 (183,381)

Net cash flows from operating activities 657,032 2,171,357

Cash flows from investing activitiesinterest received 20,893 25,905Purchase of property, plant and equipment (328,723) (1,253,165)Proceeds from disposal of property, plant and equipment – 16,250dividends paid on ordinary shares (201,212) (570,053)

Net cash flows used in investing activities (509,042) (1,781,063)

Cash flows from financing activitiesinterest paid (13,916) (29,791)Repayment of obligations under finance leases (179,216) (462,090)

Net cash flows used in financing activities (193,132) (491,881)

net decrease in cash and cash equivalents (45,142) (101,587)Cash and cash equivalents at 1 January 8,756,483 8,858,070

Cash and cash equivalents at 31 December 8,711,341 8,756,483


nOtES tO thE FInAnCIAl StAtEMEntSFoR tHe FinAnCiAl YeAR ended 31 deCeMBeR 2010



1. CoRPoRATE INFoRmATIoN

AsiaMedic limited (the “Company”) is a limited liability company incorporated and domiciled in Singapore

and is listed on the Catalist of the Singapore exchange Securities trading limited (“SgX-St”). the registered

office and principal place of business of the Company is located at 350 orchard Road, #08-00 Shaw House,

Singapore 238868.

the principal activities of the Company are those relating to investment holding and the provision of

management services. the principal activities of the subsidiaries are set out in note 10 to the financial

statements.

2. summARY oF sIgNIFICANT ACCouNTINg PoLICIEs

2.1 Basis of preparation

the consolidated financial statements of the group and the statement of financial position and

statement of changes in equity of the Company have been prepared in accordance with Singapore

Financial Reporting Standards (“FRS”).

the financial statements have been prepared on the historical cost basis except as disclosed in the

accounting policies below.

the financial statements are presented in Singapore dollars (Sgd or $).

2.2 Changes in accounting policies

the accounting policies adopted are consistent with those of the previous financial year except in the

current financial year, the group has adopted all the new and revised standards and interpretations of

FRS (int FRS) that are effective for annual periods beginning on or after 1 January 2010. the adoption

of these standards and interpretations did not have any effect on the financial performance or position

of the group and the Company except as disclosed below:

FRS 103 Business Combinations (revised) and FRS 27 Consolidated and Separate Financial Statements

(revised)

the revised FRS 103 Business Combinations and FRS 27 Consolidated and Separate Financial

Statements are applicable for annual periods beginning on or after 1 July 2009. As of 1 January 2010,

the group adopted both revised standards at the same time in accordance with their transitional

provisions.




2. summARY oF sIgNIFICANT ACCouNTINg PoLICIEs (Continued)

2.2 Changes in accounting policies (Continued)

FRS 103 Business Combinations (revised)

the revised FRS 103 introduces a number of changes to the accounting for business combinations that will impact the amount of goodwill recognised, the reported results in the period that an acquisition occurs, and future reported results. Changes in significant accounting policies resulting from the adoption of the revised FRS 103 include:

– transaction costs would no longer be capitalised as part of the cost of acquisition but will be expensed immediately;

– Consideration contingent on future events are recognised at fair value on the acquisition date and any changes in the amount of consideration to be paid will no longer be adjusted against goodwill but recognised in profit or loss;

– the group elects for each acquisition of a business, to measure non-controlling interest at fair value, or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets, and this impacts the amount of goodwill recognised; and

– When a business is acquired in stages, the previously held equity interests in the acquiree is remeasured to fair value at the acquisition date with any corresponding gain or loss recognised in profit or loss, and this impacts the amount of goodwill recognised.

According to its transitional provisions, the revised FRS 103 has been applied prospectively. Assets and liabilities that arose from business combinations whose acquisition dates are before 1 January 2010 are not adjusted.

FRS 27 Consolidated and Separate Financial Statements (revised)

Changes in significant accounting policies resulting from the adoption of the revised FRS 27 include:

– A change in the ownership interest of a subsidiary that does not result in a loss of control is accounted for as an equity transaction. therefore, such a change will have no impact on goodwill, nor will it give rise to a gain or loss recognised in profit or loss;

– losses incurred by a subsidiary are allocated to the non-controlling interest even if the losses exceed the non-controlling interest in the subsidiary’s equity; and

– When control over a subsidiary is lost, any interest retained is measured at fair value with the corresponding gain or loss recognised in profit or loss.

According to its transitional provisions, the revised FRS 27 has been applied prospectively, and does not impact the group’s consolidated financial statements in respect of transactions with non-controlling interests, attribution of losses to non-controlling interests and disposal of subsidiaries before 1 January 2010. the changes will affect future transactions with non-controlling interests.





2.3 standards issued but not yet effective

the group has not adopted the following standards and interpretations that have been issued but

not yet effective:

Description

Effective for

annual periods

beginning

on or after

Amendment to FRS 32 Financial Instruments: Presentation

– Classification of Rights Issues 1 February 2010

int FRS 119 Extinguishing Financial Liabilities with Equity Instruments 1 July 2010

Revised FRS 24 Related Party Disclosures 1 January 2011

Amendments to int FRS 114 Prepayments of a Minimum Funding Requirement 1 January 2011

int FRS 115 Agreements for the Construction of Real Estate 1 January 2011

updates to The Conceptual Framework for Financial Reporting 2010

(Chapters 1 and 3)

1 March 2011

Amendments to FRS 107 Financial Instruments: Disclosures

– Transfers of Financial Assets

1 July 2011

Amendments to FRS 12 Income Taxes

– Deferred Tax: Recovery of Underlying Assets

1 January 2012

except for the revised FRS 24, the directors expect that the adoption of the other standards and

interpretations above will have no material impact on the financial statements in the period of initial

application. the nature of the impending changes in accounting policy on adoption of the revised

FRS 24 is described below.

Revised FRS 24 Related Party Disclosures

the revised FRS 24 clarifies the definition of a related party to simplify the identification of such

relationships and to eliminate inconsistencies in its application. the revised FRS 24 expands the

definition of a related party and would treat two entities as related to each other whenever a person

(or a close member of that person’s family) or a third party has control or joint control over the entity,

or has significant influence over the entity. the revised standard also introduces a partial exemption of

disclosure requirements for government-related entities. the group is currently determining the impact

of the changes to the definition of a related party has on the disclosure of related party transaction. As

this is a disclosure standard, it will have no impact on the financial position or financial performance

of the group when implemented in 2011.





2.4 Basis of consolidation

Business combinations from 1 January 2010

the consolidated financial statements comprise the financial statements of the Company and its

subsidiaries as at the end of the reporting period. the financial statements of the subsidiaries used

in the preparation of the consolidated financial statements are prepared for the same reporting date

as the Company. Consistent accounting policies are applied to like transactions and events in similar

circumstances.

All intra-group balances, income and expenses and unrealised gains and losses resulting from

intra-group transactions are eliminated in full.

Subsidiaries are consolidated from the date of acquisition, being the date on which the group obtains

control, and continue to be consolidated until the date that such control ceases.

Business combinations are accounted for by applying the acquisition method. identifiable assets

acquired and liabilities assumed in a business combination are measured initially at their fair values

at the acquisition date. Acquisition-related costs are recognised as expenses in the periods in which

the costs are incurred and the services are received.

When the group acquires a business, it assesses the financial assets and liabilities assumed for

appropriate classification and designation in accordance with the contractual terms, economic

circumstances and pertinent conditions as at the acquisition date. this includes the separation of

embedded derivatives in host contracts by the acquiree.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at

the acquisition date. Subsequent changes to the fair value of the contingent consideration which is

deemed to be an asset or liability will be recognised in accordance with FRS 39 either in profit or loss

or as change to other comprehensive income. if the contingent consideration is classified as equity,

it is not be remeasured until it is finally settled within equity.

in business combinations achieved in stages, previously held equity interests in the acquiree are

remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in

profit or loss.

the group elects for each individual business combination, whether non-controlling interest in the

acquiree (if any) is recognised on the acquisition date at fair value, or at the non-controlling interest’s

proportionate share of the acquiree identifiable net assets.





2.4 Basis of consolidation (Continued)

Business combinations from 1 January 2010 (Continued)

Any excess of the sum of the fair value of the consideration transferred in the business combination, the

amount of non-controlling interest in the acquiree (if any), and the fair value of the group’s previously

held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifiable assets

and liabilities is recorded as goodwill. in instances where the latter amount exceeds the former, the

excess is recognised as gain on bargain purchase in profit or loss on the acquisition date.

Business combinations before 1 January 2010

in comparison to the above mentioned requirements, the following differences applied:

Business combinations are accounted for by applying the purchase method. transaction costs directly

attributable to the acquisition formed part of the acquisition costs. the non-controlling interest

(formerly known as minority interest) was measured at the proportionate share of the acquiree’s

identifiable net assets.

Business combinations achieved in stages were accounted for as separate steps. Adjustments to those

fair values relating to previously held interests are treated as a revaluation and recognised in equity.

When the group acquired a business, embedded derivatives separated from the host contract by the

acquiree are not reassessed on acquisition unless the business combination results in a change in

the terms of the contract that significantly modifies the cash flows that would otherwise be required

under the contract.

Contingent consideration was recognised if, and only if, the group had a present obligation, the

economic outflow was more likely than not and a reliable estimate was determinable. Subsequent

measurements to the contingent consideration affected goodwill.





2.5 Transactions with non-controlling interests

non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to

owners of the Company, and are presented separately in the consolidated statement of comprehensive

income and within equity in the consolidated statement of financial position, separately from equity

attributable to owners of the Company.

Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of

control are accounted for as equity transactions. in such circumstances, the carrying amounts of the

controlling and non-controlling interests are adjusted to reflect the changes in their relative interests

in the subsidiary. Any difference between the amount by which the non-controlling interest is adjusted

and the fair value of the consideration paid or received is recognised directly in equity and attributed

to owners of the parent.

2.6 Foreign currency

the group’s consolidated financial statements are presented in Singapore dollars, which is also the

functional currency of the group and Company.

transactions in foreign currencies are measured in the respective functional currencies of the Company

and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange

rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated

in foreign currencies are translated at the rate of exchange ruling at the end of the reporting period.

non-monetary items that are measured in terms of historical cost in a foreign currency are translated

using the exchange rates as at the dates of the initial transactions. non-monetary items measured at

fair value in a foreign currency are translated using the exchange rates at the date when the fair value

was determined.

exchange differences arising on the settlement of monetary items or on translating monetary items at

the end of the reporting period are recognised in profit or loss.





2.7 Property, plant and equipment

All items of property, plant and equipment are initially recorded at cost. Such cost includes the cost of

replacing part of the property, plant and equipment and borrowing costs that are directly attributable

to the acquisition, construction or production of a qualifying property, plant and equipment. the

accounting policy for borrowing costs is set out in note 2.17. the cost of an item of property, plant

and equipment is recognised as an asset if, and only if, 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.

Subsequent to recognition, property, plant and equipment are measured at cost less accumulated

depreciation and accumulated impairment losses. When significant parts of property, plant and

equipment are required to be replaced in intervals, the group recognises such parts as individual

assets with specific useful lives and depreciation, respectively. likewise, when a major inspection is

performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement

if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit

or loss as incurred.

depreciation is computed on a straight-line basis over the estimated useful lives of the assets as

follows:

leasehold improvements – 6 years

Furniture, fittings, fixtures and office equipment – 3 to 6 years

Medical equipment – 7 to 10 years

the carrying values of property, plant and equipment are reviewed for impairment when events or

changes in circumstances indicate that the carrying value may not be recoverable.

the residual value, useful life and depreciation method are reviewed at each financial year-end, and

adjusted prospectively, if appropriate.

An item of property, plant and equipment is derecognised upon disposal or when no future economic

benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset

is included in profit or loss in the year the asset is derecognised.





2.8 Impairment of non-financial assets

the group assesses at each reporting date whether there is an indication that an asset may be

impaired. if any such indication exists, or when annual impairment assessment for an asset is required,

the group makes an estimate of the asset’s recoverable amount.

An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs

to sell and its value in use and is determined for an individual asset, unless the asset does not generate

cash inflows that are largely independent of those from other assets. Where the carrying amount of an

asset or cash-generating unit exceeds its recoverable amount, the asset is considered impaired and

is written down to its recoverable amount. in assessing value in use, the estimated future cash flows

expected to be generated by the asset are discounted to their present value using a pre-tax discount

rate that reflects current market assessments of the time value of money and the risks specific to

the asset. in determining fair value less costs to sell, an appropriate valuation model is used. these

calculations are corroborated by valuation multiples or other available fair value indicators.

An assessment is made at each reporting date as to whether there is any indication that previously

recognised impairment losses may no longer exist or may have decreased. if such indication exists, the

group estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognised

impairment loss is reversed only if there has been a change in the estimates used to determine the

asset’s recoverable amount since the last impairment loss was recognised. if that is the case, the

carrying amount of the asset is increased to its recoverable amount. that increase cannot exceed the

carrying amount that would have been determined, net of depreciation, had no impairment loss been

recognised previously. Such reversal is recognised in profit or loss.

2.9 subsidiaries

A subsidiary is an entity over which the group has the power to govern the financial and operating

policies so as to obtain benefits from its activities.

in the Company’s separate financial statements, investments in subsidiaries are accounted for at cost

less any impairment losses.





2.10 Associates

An associate is an entity, not being a subsidiary or a joint venture, in which the group has significant

influence. the associate is equity accounted for from the date the group obtains significant influence

until the date the group ceases to have significant influence over the associate.

the group’s investments in associates are accounted for using the equity method. under the equity

method, the investment in associates is carried in the statement of financial position at cost plus

post-acquisition changes in the group’s share of net assets of the associates. goodwill relating to an

associate is included in the carrying amount of the investment and is neither amortised nor tested

individually for impairment. Any excess of the group’s share of the net fair value of the associate’s

identifiable asset, liabilities and contingent liabilities over the cost of the investment is deducted from

the carrying amount of the investment and is recognised as income as part of the group’s share of

results of the associate in the period in which the investment is acquired.

the profit or loss reflects the share of the results of operations of the associates. Where there has

been a change recognised in other comprehensive income by the associates, the group recognises

its share of such changes in other comprehensive income. unrealised gains and losses resulting from

transactions between the group and the associate are eliminated to the extent of the interest in the

associates.

the group’s share of the profit or loss of its associates is shown on the face of profit or loss after tax

and non-controlling interests in the associates.

When the group’s share of losses in an associate equals or exceeds its interest in the associate, the

group does not recognise further losses, unless it has incurred obligations or made payments on

behalf of the associate.

After application of the equity method, the group determines whether it is necessary to recognise

an additional impairment loss on the group’s investment in its associates. the group determines

at the end of each reporting period whether there is any objective evidence that the investment in

the associate is impaired. if this is the case, the group calculates the amount of impairment as the

difference between the recoverable amount of the associate and its carrying value and recognises the

amount in profit or loss.

the financial statements of the associates are prepared as of the same reporting date as the Company.

Where necessary, adjustments are made to bring the accounting policies in line with those of the

group.





2.10 Associates (Continued)

upon loss of significant influence over the associate, the group measures any retained investment

at its fair value. Any difference between the carrying amount of the associate upon loss of significant

influence and the fair value of the aggregate of the retained investment and proceeds from disposal

is recognised in profit or loss.

in the Company’s separate financial statements, investments in associates are accounted for at cost

less impairment losses.

2.11 Financial assets

Initial recognition and measurement

Financial assets are recognised on the statement of financial position when, and only when, the group

becomes a party to the contractual provisions of the financial instrument. the group determines the

classification of its financial assets at initial recognition.

When financial assets are recognised initially, they are measured at fair value, plus, in the case of

financial assets not at fair value through profit or loss, directly attributable transaction costs.

Subsequent measurement

loans and receivables

non-derivative financial assets with fixed or determinable payments that are not quoted in an active

market are classified as loans and receivables. Subsequent to initial recognition, loans and receivables

are measured at amortised cost using the effective interest method less impairment. gains and losses

are recognised in profit or loss when the loans and receivables are derecognised or impaired, and

through the amortisation process.

Derecognition

A financial asset is derecognised where the contractual right to receive cash flows from the asset

has expired. on derecognition of a financial asset in its entirety, the difference between the carrying

amount and the sum of the consideration received and any cumulative gain or loss that has been

recognised directly in other comprehensive is recognised in profit or loss.

All regular way purchases and sales of financial assets are recognised or derecognised on the trade

date i.e. the date that the group commits to purchase or sell the asset. Regular way purchases or sales

are purchases or sales of financial assets that require delivery of assets within the period generally

established by regulation or convention in the marketplace concerned.





2.12 Impairment of financial assets

the group assesses at each end of the reporting period whether there is any objective evidence that

a financial asset is impaired.

Assets carried at amortised cost

For financial assets carried at amortised cost, the group first assesses individually whether objective

evidence of impairment exists individually for financial assets that are individually significant, or

collectively for financial assets that are not individually significant. if the group determines that no

objective evidence of impairment exists for an individually assessed financial asset, whether significant

or not, it includes the asset in a group of financial assets with similar credit risk characteristics and

collectively assesses them for impairment. Assets that are individually assessed for impairment and for

which an impairment loss is, or continues to be recognised are not included in a collective assessment

of impairment.

if there is objective evidence that an impairment loss on financial assets carried at amortised cost has

incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and

the present value of estimated future cash flows discounted at the financial asset’s original effective

interest rate. if a loan has a variable interest rate, the discount rate for measuring any impairment loss

is the current effective interest rate. the carrying amount of the asset is reduced through the use of

an allowance account. the impairment loss is recognised in profit or loss.

When the asset becomes uncollectible, the carrying amount of impaired financial assets is reduced

directly or if an amount was charged to the allowance account, the amounts charged to the allowance

account are written off against the carrying value of the financial asset.

to determine whether there is objective evidence that an impairment loss on financial assets has

incurred, the group considers factors such as the probability of insolvency or significant financial

difficulties of the debtor and default or significant delay in payments.

if in a subsequent period, the amount of the impairment loss decreases and the decrease can

be related objectively to an event occurring after the impairment was recognised, the previously

recognised impairment loss is reversed to the extent that the carrying amount of the asset does not

exceed its amortised cost at the reversal date. the amount of reversal is recognised in profit or loss.





2.13 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, and short term deposits placed with

financial institutions that are readily convertible to known amount of cash and which are subject to an

insignificant risk of changes in value.

2.14 Inventories

inventories, comprising medical supplies, are stated at the lower of cost and net realisable value.

Costs incurred in bringing the inventories to their present location and condition are accounted for

on a first-in, first-out basis.

Where necessary, allowance is provided for damaged, obsolete and slow moving items to adjust the

carrying value of inventories to the lower of cost and net realisable value.

net realisable value is the estimated selling price in the ordinary course of business, less estimated

costs of completion and the estimated costs necessary to make the sale.

2.15 Provisions

Provisions are recognised when the group has a present obligation (legal or constructive) as a result

of a past event, it is probable that an outflow of economic resources will be required to settle the

obligation and the amount of the obligation can be estimated reliably.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best

estimate. if it is no longer probable that an outflow of economic resources will be required to settle

the obligation, the provision is reversed. if the effect of the time value of money is material, provisions

are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to

the liability. When discounting is used, the increase in the provision due to the passage of time is

recognised as a finance cost.





2.16 Financial liabilities

Initial recognition and measurement

Financial liabilities are recognised on the statement of financial position when, and only when, the

group becomes a party to the contractual provisions of the financial instrument. the group determines

the classification of its financial liabilities at initial recognition.

Financial liabilities are recognised initially at fair value and in the case of other financial liabilities, plus

directly attributable transaction costs.

Subsequent measurement

Subsequent to initial recognition, financial liabilities at fair value through profit or loss are measured at

fair value. Any gains or losses arising from changes in fair value of the financial liabilities are recognised

in profit or loss.

After initial recognition, other financial liabilities are subsequently measured at amortised cost using

the effective interest rate method. gains and losses are recognised in profit or loss when the liabilities

are derecognised, and through the amortisation process.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or

expires. When an existing financial liability is replaced by another from the same lender on substantially

different terms, or the terms of an existing liability are substantially modified, such an exchange or

modification is treated as a derecognition of the original liability and the recognition of a new liability,

and the difference in the respective carrying amounts is recognised in profit or loss.

2.17 Borrowing costs

Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to

the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences

when the activities to prepare the asset for its intended use or sale are in progress and the expenditures

and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially

completed for their intended use or sale. All other borrowing costs are expensed in the period they

occur. Borrowing costs consist of interest and other costs that the group incurred in connection with

the finance leases.





2.18 Employee benefits

(a) Defined contribution plans

the group participates in the national pension schemes as defined by the laws of the countries in

which it has operations. in particular, the Singapore companies in the group make contributions

to the Central Provident Fund scheme in Singapore, a defined contribution pension scheme.

Contributions to defined contribution pension schemes are recognised as an expense in the

period in which the related service is performed.

(b) Employee share option scheme

employees (including senior executives) of the group receive remuneration in the form of share

options as consideration for services rendered. the cost of these equity-settled share based

payment transactions with employees is measured by reference to the fair value of the options

at the date on which the options are granted which takes into account market conditions and

non-vesting conditions. this cost is recognised in profit or loss, with a corresponding increase in

the employee share option reserve, over the vesting period. the cumulative expense recognised

at each reporting date until the vesting date reflects the extent to which the vesting period has

expired and the group’s best estimate of the number of options that will ultimately vest. the

charge or credit to profit or loss for a period represents the movement in cumulative expense

recognised as at the beginning and end of that period.

no expense is recognised for options that do not ultimately vest, except for options where

vesting is conditional upon a market or non-vesting condition, which are treated as vested

irrespective of whether or not the market condition or non-vesting condition is satisfied,

provided that all other performance and/or service conditions are satisfied. in the case where

the option does not vest as the result of a failure to meet a non-vesting condition that is within

the control of the group or the employee, it is accounted for as a cancellation. in such case, the

amount of the compensation cost that otherwise would be recognised over the remainder of

the vesting period is recognised immediately in profit or loss upon cancellation. the employee

share option reserve is transferred to retained earnings upon expiry of the share options. When

the options are exercised, the employee share option reserve is transferred to share capital

if new shares are issued, or to treasury shares if the options are satisfied by the reissuance of

treasury shares.





2.19 Leases

the determination of whether an arrangement is, or contains a lease is based on the substance of the

arrangement at inception date: whether fulfilment of the arrangement is dependent on the use of a

specific asset or assets or the arrangement conveys a right to use the asset. For arrangements entered

into prior to 1 January 2005, the date of inception is deemed to be 1 January 2005 in accordance with

the transitional requirements of int FRS 104.

Finance leases, which transfer to the group substantially all the risks and rewards incidental to

ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased

asset or, if lower, at the present value of the minimum lease payments. Any initial direct costs are also

added to the amount capitalised. lease payments are apportioned between the finance charges and

reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance

of the liability. Finance charges are charged to profit or loss. Contingent rents, if any, are charged as

expenses in the periods in which they are incurred.

Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset

and the lease term, if there is no reasonable certainty that the group will obtain ownership by the

end of the lease term.

operating lease payments are recognised as an expense in profit or loss on a straight-line basis over

the lease term. the aggregate benefit of incentives provided by the lessor is recognised as a reduction

of rental expense over the lease term on a straight-line basis.

2.20 Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group

and the revenue can be reliably measured. Revenue is measured at the fair value of consideration

received or receivable, excluding discounts, rebates, and sales taxes or duty.

the group assesses its revenue arrangements to determine if it is acting as principal or agent. the

group has concluded that it is acting as a principal in all of its revenue arrangements. the following

specific recognition criteria must also be met before revenue is recognised:

(a) Rendering of services

Revenue from the rendering of specialised healthcare services and healthcare consultancy and

management services is recognised as and when services are rendered.





2.20 Revenue (Continued)

(b) Interest income

interest income is recognised using the effective interest method.

2.21 Income taxes

(a) Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the

amount expected to be recovered from or paid to the taxation authorities. the tax rates and

tax laws used to compute the amount are those that are enacted or substantively enacted by

the end of the reporting period.

Current income taxes are recognised in profit or loss except to the extent that the tax relates

to items recognised outside profit or loss, either in other comprehensive income or directly

in equity. Management periodically evaluates positions taken in the tax returns with respect

to situations in which applicable tax regulations are subject to interpretation and establishes

provisions where appropriate.

(b) Deferred tax

deferred income tax is provided using the liability method on temporary differences at the

end of the reporting period between the tax bases of assets and liabilities and their carrying

amounts for financial reporting purposes.

deferred tax liabilities are recognised for all temporary differences, except:

– Where the deferred tax liability arises from the initial recognition of goodwill or of an

asset or liability in a transaction that is not a business combination and, at the time of

the transaction affects neither the accounting profit nor taxable profit or loss; and

– in respect of taxable temporary differences associated with investments in subsidiaries

and associates, where the timing of the reversal of the temporary differences can be

controlled and it is probable that the temporary differences will not reverse in the

foreseeable future.





2.21 Income taxes (Continued)

(b) Deferred tax (Continued)

deferred tax assets are recognised for all deductible temporary differences, carry forward of

unused tax credits and unused tax losses, to the extent that it is probable that taxable profit

will be available against which the deductible temporary differences, and the carry forward of

unused tax credits and unused tax losses can be utilised except:

– Where the deferred tax asset relating to the deductible temporary difference arises

from the initial recognition of an asset or liability in a transaction that is not a business

combination and, at the time of the transaction, affects neither the accounting profit nor

taxable profit or loss; and

– in respect of deductible temporary differences associated with investments in subsidiaries

and associates, deferred income tax assets are recognised only to the extent that it is

probable that the temporary differences will reverse in the foreseeable future and taxable

profit will be available against which the temporary differences can be utilised.

the carrying amount of deferred tax assets is reviewed at the end of each reporting period and

reduced to the extent that it is no longer probable that sufficient taxable profit will be available

to allow all or part of the deferred income tax asset to be utilised. unrecognised deferred tax

assets are reassessed at the end of each reporting period and are recognised to the extent

that it has become probable that future taxable profit will allow the deferred tax asset to be

recovered.

deferred tax assets and liabilities are measured at the tax rates that are expected to apply to

the year when the asset is realised or the liability is settled, based on tax rates (and tax laws)

that have been enacted or substantively enacted at the end of the reporting period.

deferred tax relating to items recognised outside profit or loss is recognised outside profit

or loss. deferred tax items are recognised in correlation to the underlying transaction either

in other comprehensive income or directly in equity and deferred tax arising from a business

combination is adjusted against goodwill on acquisition.

deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to

set off current income tax assets against current income tax liabilities and the deferred income

taxes relate to the same taxable entity and the same taxation authority.





2.21 Income taxes (Continued)

(c) Sales tax

Revenues, expenses and assets are recognised net of the amount of sales tax except:

– Where the sales tax incurred on a purchase of assets or services is not recoverable from

the taxation authority, in which case the sales tax is recognised as part of the cost of

acquisition of the asset or as part of the expense item as applicable; and

– Receivables and payables that are stated with the amount of sales tax included.

the net amount of sales tax recoverable from, or payable to, the taxation authority is included

as part of receivables or payables in the statement of financial position.

2.22 segment reporting

For management purposes, the group regards the rendering of specialised healthcare services and

healthcare consultancy and management services as a single segment.

2.23 government grants

government grants are recognised at their fair value where there is reasonable assurance that the

grant will be received and all attaching conditions will be complied with.

government grants are recognised in profit or loss on a systematic basis over the periods in which the

group recognises as expenses the related costs for which the grants are intended to compensate.

2.24 Related parties

A party is considered to be related to the group if:

(a) the party, directly or indirectly through one or more intermediaries,

(i) controls, is controlled by, or is under common control with, the group;

(ii) has an interest in the group that gives it significant influence over the group; or

(iii) has joint control over the group;





2.24 Related parties (Continued)

(b) the party is an associate;

(c) the party is a jointly-controlled entity;

(d) the party is a member of the key management personnel of the group or its parent;

(e) the party is a close member of the family of any individual referred to in (a) or (d); or

(f) the party is an entity that is controlled, jointly controlled or significantly influenced by or for

which significant voting power in such entity resides with, directly or indirectly, any individual

referred to in (d) or (e).

3. sIgNIFICANT ACCouNTINg juDgEmENTs AND EsTImATEs

the preparation of the group’s financial statements requires management to make judgements, estimates and

assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure

of contingent liabilities at the end of each reporting period. However, uncertainty about these assumptions

and estimates could result in outcomes that could require a material adjustment to the carrying amount of

the asset or liability affected in the future periods.

3.1 key sources of estimation uncertainty

the key assumptions concerning the future and other key sources of estimation uncertainty at the end

of each reporting period, that have a significant risk of causing a material adjustment to the carrying

amounts of assets and liabilities within the next financial year are discussed below.

(a) Income taxes

there are certain transactions and computations for which the ultimate tax determination is

uncertain during the ordinary course of business. the group recognises liabilities for expected

tax issues based on estimates of whether additional taxes will be due. Where the final tax

outcome of these matters is different from the amounts that were initially recognised, such

differences will impact the income tax payable and deferred tax liabilities in the period in

which such determination is made. the carrying amount of the group’s income tax payable and

deferred tax liabilities at the end of the reporting period were $1,634 (2009: $542) and $231,821

(2009: $297,670) respectively.




3. sIgNIFICANT ACCouNTINg juDgEmENTs AND EsTImATEs (Continued)

3.1 key sources of estimation uncertainty (Continued)

(b) Useful lives of medical equipment

the cost of medical equipment is depreciated on a straight-line basis over the medical

equipment’s estimated economic useful lives. Management estimates the useful lives of these

medical equipment to be within 7 to 10 years. Changes in the expected level of usage and

technological developments could impact the economic useful lives of these assets, therefore

future depreciation charges could be revised. the carrying amount of the group’s medical

equipment was $3,915,381 (2009: $4,812,377).

(c) Impairment of medical equipment

the group assesses at each reporting period whether there is an indication that its medical

equipment may be impaired. the assessment requires an estimation of the value in use of the

medical equipment. this requires the group to make an estimate of the expected cash flows

from the medical equipment and to choose a suitable discount rate in order to calculate the

present value of those cash flows. the carrying amount of the group’s medical equipment was

$3,915,381 (2009: $4,812,377).

(d) Impairment of loans and receivables

the group assesses at the end of each reporting period whether there is any objective

evidence that a financial asset is impaired. to determine whether there is objective evidence

of impairment, the group considers factors such as the probability of insolvency or significant

financial difficulties of the debtor and default or significant delay in payments.

Where there is objective evidence of impairment, the amount and timing of future cash flows are

estimated based on historical loss experience for assets with similar credit risk characteristics.

the carrying amounts of the group’s trade receivables, accrued revenue and other receivables at

the end of the reporting period are disclosed in notes 14, 15 and 16 to the financial statements

respectively.




4. REvENuE

group

2010 2009

$ $

Rendering of services 10,659,324 11,336,050

5. FINANCE CosTs

group

2010 2009

$ $

interest expense on obligations under finance leases 13,916 29,791

Bank charges 3,458 2,682

17,374 32,473

6. (Loss)/PRoFIT BEFoRE TAx

the following items have been included in arriving at (loss)/profit before tax:

group

Note 2010 2009

$ $

grant income from jobs credit scheme (30,351) (153,017)

interest income (20,893) (25,905)

inventory written off 13 309,904 317,491

net foreign exchange loss 88,929 31,851

impairment loss on doubtful trade receivables 14 37,000 5,412

Property, plant and equipment written off 5,584 14,721

loss on disposal of property, plant and equipment – 18,465

impairment loss on doubtful receivables due from an associate 16 – 11,863

Jobs Credit Scheme (“Scheme”) was introduced in Singapore Budget 2009. under this Scheme, the group

received a 6% and 3% (2009: 12%) cash grant on the first $2,500 of each month’s wages for each employee

on their Central Provident Fund payroll in two receipts in March 2010 and June 2010 respectively. the group

received grant income of $30,351 (2009: $153,017) under the scheme during the year ended 31 december

2010.




7. INComE TAx CREDIT

the major components of income tax credit for the years ended 31 december 2010 and 2009 are:

group

Note 2010 2009

$ $

Income statement

Current income tax

– Current income taxation 1,634 –

– over-provision in respect of previous years (15,778) (3,037)

deferred income tax

– over-provision in respect of previous years 12 (65,849) (2,624)

tax credit recognised in profit or loss (79,993) (5,661)

A reconciliation between the tax credit and the product of accounting (loss)/profit multiplied by the applicable

corporate tax rate for the years ended 31 december 2010 and 2009 is as follows:

group

2010 2009

$ $

(loss)/profit before tax (55,526) 458,148

tax at Singapore statutory tax rate of 17% (9,439) 77,885

Adjustments:

Share of results of associates (5,992) (416)

non-deductible expenses 8,993 8,064

over-provision in respect of prior years:

– current income tax (15,778) (3,037)

– deferred income tax (65,849) (2,624)

utilisation of tax benefits previously not recognised (89,080) (59,608)

deferred tax assets not recognised 138,931 –

effect of partial tax exemption and tax relief (46,019) (25,925)

others 4,240 –

tax credit recognised in profit or loss (79,993) (5,661)




8. EARNINgs PER sHARE

Basic earnings per share amounts are calculated by dividing profit for the year, net of tax, attributable to

owners of the parent by the weighted average number of ordinary shares outstanding during the financial

year.

diluted earnings per share amounts are calculated by dividing profit for the year, net of tax, attributable to

owners of the parent 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 share data used in the computation of basic and diluted earnings

per share for the years ended 31 december:

group

2010 2009

$ $

Profit for the year attributable to owners of the parent 160,018 782,771

Number of

shares

Number of

shares

Weighted average number of ordinary shares for

basic earnings per share computation 335,325,219 335,325,219

effect of dilution:

Share options 1,065,000 1,145,000

Weighted average number of ordinary shares

for diluted earnings per share computation 336,390,219 336,470,219




9. PRoPERTY, PLANT AND EquIPmENT

Leasehold

improvements

Furniture,

fittings,

fixtures,

and office

equipment

medical

equipment Total

$ $ $ $

group

Cost:

At 1 January 2009 2,764,709 1,260,890 9,964,402 13,990,001

Additions – 128,937 1,124,228 1,253,165

disposals – (26,278) (91,000) (117,278)

Write-off (1,391,161) (404,945) (679,979) (2,476,085)

At 31 december 2009 and

1 January 2010 1,373,548 958,604 10,317,651 12,649,803

Additions 14,413 104,246 210,064 328,723

Write-offs (30,512) (1,356) (16,568) (48,436)

At 31 december 2010 1,357,449 1,061,494 10,511,147 12,930,090

Accumulated depreciation and

impairment loss:

At 1 January 2009 2,416,964 778,299 5,009,891 8,205,154

depreciation charge for the year 114,987 123,386 993,240 1,231,613

impairment loss – – 229,382 229,382

disposals – (21,896) (60,667) (82,563)

Write-offs (1,390,807) (403,985) (666,572) (2,461,364)

At 31 december 2009 and

1 January 2010 1,141,144 475,804 5,505,274 7,122,222

depreciation charge for the year 70,658 150,294 1,107,060 1,328,012

Write-offs (25,339) (945) (16,568) (42,852)

At 31 december 2010 1,186,463 625,153 6,595,766 8,407,382

Net carrying amount:

At 31 december 2009 232,404 482,800 4,812,377 5,527,581

At 31 december 2010 170,986 436,341 3,915,381 4,522,708




9. PRoPERTY, PLANT AND EquIPmENT (Continued)

Leasehold improvements

Furniture, fittings, fixtures,

and office equipment Total

$ $ $

Company

Cost:At 1 January 2009 590,222 285,257 875,479Additions – 126,537 126,537disposals – (26,276) (26,276)Write-offs (553,118) (196,849) (749,967)

At 31 december 2009 and 1 January 2010 37,104 188,669 225,773Additions 13,010 27,728 40,738Write-offs (28,342) (500) (28,842)

At 31 december 2010 21,772 215,897 237,669

Accumulated depreciation:At 1 January 2009 548,818 229,203 778,021depreciation charge for the year 34,391 38,973 73,364disposals – (21,896) (21,896)Write-offs (553,118) (196,849) (749,967)

At 31 december 2009 and 1 January 2010 30,091 49,431 79,522depreciation charge for the year 4,646 56,805 61,451Write-offs (23,169) (500) (23,669)

At 31 december 2010 11,568 105,736 117,304

Net carrying amount:At 31 december 2009 7,013 139,238 146,251

At 31 december 2010 10,204 110,161 120,365

the net carrying amounts of assets held under finance leases at the end of the reporting period are as

follows:

group2010 2009

$ $

Furniture, fittings, fixture and office equipment 5,964 9,218Medical equipment 300,769 1,581,857




10. INvEsTmENT IN suBsIDIARIEs

Company

2010 2009

$ $

unquoted shares, at cost 2,599,413 2,599,413

impairment losses (1,448,000) (1,228,000)

1,151,413 1,371,413

Movement in impairment loss on investment in subsidiaries:

At beginning of financial year 1,228,000 848,001

impairment loss recognised during the year 220,000 379,999

At end of financial year 1,448,000 1,228,000

Name of subsidiary

(Country of incorporation) Principal activities Cost of investment

Proportion of

ownership interest

2010 2009 2010 2009

$ $ % %

AMC Healthcare Centre

Pte ltd (formerly known

as Aesthetic Medical Centre

Pte ltd) (Singapore)

Provision of healthcare

services and

healthcare consultancy and

management services

548,000 548,000 100 100

AsiaMedic eye Centre

Pte. ltd. (Singapore)

Provision of ophthalmology and

facility services

901,629 901,629 60 60

the orchard imaging Centre

Pte ltd (Singapore)

Provision of imaging and

image-based diagnostic services

503,257 503,257 100 100

Wellness Assessment Centre

Pte ltd (Singapore)

Provision of wellness medical

services and treatment and

healthcare consultancy and

management services

300,371 300,371 100 100

AsiaMedic Pet/Ct Centre

Pte ltd (Singapore)

Provision of imaging and image

based diagnostic services

243,109 243,109 100 100

AsiaMedic Heart & vascular

Centre Pte ltd (Singapore)

Provision of imaging and

image-based diagnostic services

103,047 103,047 100 100

2,599,413 2,599,413

All the subsidiaries are audited by ernst & Young llP, Singapore.




10. INvEsTmENT IN suBsIDIARIEs (Continued)

Impairment testing of investment in subsidiaries

during the financial year, management performed an impairment test for the investment in AsiaMedic eye

Centre Pte ltd as this subsidiary is dormant and has been making losses. An impairment loss of $220,000

(2009: $379,999) was recognised for the year ended 31 december 2010 to write down this subsidiary to its

recoverable amount.

the recoverable amount of the investment in AsiaMedic eye Centre Pte ltd has been determined based

on a value in use calculation using cash flow projections from financial budgets approved by management

covering a five-year period. the pre-tax discount rate applied to the cash flow projection and the forecasted

growth rate used to extrapolate cash flow projections beyond the five-year period are 9.79% (2009: $9.68%)

and 0% (2009: 0%), respectively.

11. INvEsTmENT IN AssoCIATEs

group Company

2010 2009 2010 2009

$ $ $ $

unquoted shares, at cost 231,500 231,500 181,500 181,500

impairment losses (42,758) (42,758) (181,500) (181,500)

188,742 188,742 – –

loan to an associate 1,773,560 1,773,560 1,773,560 1,773,560

less: impairment losses – – (520,805) (558,500)

Share of post-acquisition accumulated

losses, net (709,547) (744,796) – –

1,252,755 1,217,506 1,252,755 1,215,060

loan to an associate is quasi-equity in nature, unsecured, interest-free and is not expected to be repaid

within the next 12 months.




11. INvEsTmENT IN AssoCIATEs (Continued)

the group has not recognised losses relating to an associate where its share of losses exceeds the group’s

interest in this associate. the group’s cumulative share of unrecognised losses at the end of the reporting

period was $22,031 (2009: $17,701). the group has no obligation in respect of these losses.

Name of associate

(Country of incorporation) Principal activities Cost of investment

Proportion (%) of

ownership interest

2010 2009 2010 2009

$ $ % % (1) AsiaMedic eyecare Clinic

Pte ltd (Singapore)

Provision of eye screening

services

50,000 50,000 50 50

(2) Positron tracers Pte ltd

(Singapore)

Manufacturing and selling of

fludeoxyglucose (Fdg) and

other radioactive isotopes

181,500 181,500 33 33

231,500 231,500

(1) Audited by ernst & Young llP, Singapore.(2) Audited by KPMg llP, Singapore.

the summarised financial information of the associates, not adjusted for the proportion of ownership interest

held by the group, is as follows:

group

2010 2009

$ $

Assets and liabilities

Current assets 3,605,949 3,025,264

non-current assets 1,160,618 1,096,626

total assets 4,766,567 4,121,890

Current liabilities 981,771 380,284

non-current liabilities 5,374,423 5,423,614

total liabilities 6,356,194 5,803,898

Results:

Revenue 2,124,330 2,145,500

Profit/(loss) for the year 92,384 (48,949)




12. DEFERRED TAx LIABILITIEs

group

2010 2009

Note $ $

Balance at 1 January (297,670) (300,294)

over-provision in respect of prior years 7 65,849 2,624

Balance at 31 december (231,821) (297,670)

Deferred tax liabilities

differences in depreciation for tax purposes (231,821) (297,670)

At the end of the reporting period, the group has unutilised tax losses of approximately $2,153,000

(2009: 1,841,000), capital allowances of $1,552,000 (2009: $1,352,000) and investment allowance of $746,000

(2009: $686,000) that are available for offset against future taxable profits of the companies in which the

losses and capital allowances arose, for which no deferred tax asset is recognised due to uncertainty of its

recoverability. the use of these tax losses and allowances is subject to the agreement of the tax authority

and compliance with certain provisions of the tax legislation of Singapore.

13. INvENToRIEs

group

Note 2010 2009

$ $

Medical supplies 37,910 54,477

Statement of comprehensive income:

inventories recognised as an expense 888,543 976,099

inclusive of the following charge:

– inventories written-off 6 309,904 317,491




14. TRADE RECEIvABLEs

group CompanyNote 2010 2009 2010 2009

$ $ $ $

due from third parties 773,565 1,687,787 – 632,847due from subsidiaries – – 5,152,148 4,745,101

Allowance for impairment:– third parties (33,480) (7,262) – –– subsidiaries – – (2,187,663) (2,408,985)

740,085 1,680,525 2,964,485 2,968,963

trade receivables, net 740,085 1,680,525 2,964,485 2,968,963Add: Accrued revenue 15 245,590 – – – other receivables 16 544,024 360,720 183,491 119,506 Cash and cash equivalents 17 8,711,341 8,756,483 7,694,196 7,653,583

total loans and receivables 10,241,040 10,797,728 10,842,172 10,742,052

trade receivables due from third parties are unsecured, non-interest bearing and are generally on 30 – 90

days’ terms. they are recognised at their original invoiced amounts which represent their fair values on initial

recognition.

trade receivables due from subsidiaries are unsecured, non-interest bearing, repayable upon demand and

are to be settled in cash.

Receivables that are past due but not impaired

the group has trade receivables amounting to $487,321 (2009: $612,893) that are past due at the end of the

reporting period but not impaired. these receivables are unsecured and the analysis of their ageing at the

end of the reporting period is as follows:

group

2010 2009

$ $

trade receivable past due:

lesser than 30 days 345,251 260,834

30 to 60 days 72,219 161,778

61 to 90 days 6,862 40,565

More than 90 days 62,989 149,716

487,321 612,893




14. TRADE RECEIvABLEs (Continued)

Receivables that are impaired

trade receivables that are impaired at the end of the reporting period and the movement of the allowance

accounts used to record the impairment is as follows:

group Company

Note 2010 2009 2010 2009

$ $ $ $

trade receivables -nominal amounts 33,480 7,262 3,267,762 2,849,856

less: Allowance for impairment (33,480) (7,262) (2,187,663) (2,408,985)

– – 1,080,099 440,871

Movement in allowance accounts:

At 1 January 7,262 8,744 2,408,985 2,110,465

Charge for the year 6 37,000 5,412 500,000 298,520

Written off (6,252) (6,894) – –

Written back (4,530) – (721,322) –

At 31 december 33,480 7,262 2,187,663 2,408,985

trade receivables that are individually determined to be impaired at the end of the reporting period relate

to debtors that are in significant financial difficulties and have defaulted on payments. these receivables are

not secured by any collateral or credit enhancements.

15. ACCRuED REvENuE

Accrued revenue relates to fees for consultancy services that have been rendered but not invoiced as of end

of the reporting period.

included in accrued revenue is an amount of $245,590 (2009: $nil) denominated in united States dollars.




16. oTHER RECEIvABLEs

group Company

2010 2009 2010 2009

$ $ $ $

deposits 348,991 247,089 181,572 79,073

other debtors 143,896 40,440 1,919 40,433

due from an associate 51,137 73,191 – –

544,024 360,720 183,491 119,506

Amount due from an associate is unsecured, non-interest bearing and repayable upon demand.

Receivables that are impaired

the movement of the allowance accounts used to record the impairment is as follows:

group

Note 2010 2009

$ $

Movement in allowance accounts:

At 1 January 86,863 75,000

Charge for the year 6 – 11,863

At 31 december 86,863 86,863

included in other debtors of the group is an amount of $136,263 (2009: $70,687) denominated in united

States dollars.




17. CAsH AND CAsH EquIvALENTs

group Company

2010 2009 2010 2009

$ $ $ $

Cash at banks and on hand 2,551,579 2,617,613 1,534,434 1,514,713

Short term deposits 6,159,762 6,138,870 6,159,762 6,138,870

8,711,341 8,756,483 7,694,196 7,653,583

Cash at banks earn interest at floating rates based on the daily bank deposit rates.

Short term deposits are placed with financial institutions for varying periods of between one week and three

months depending on the immediate cash requirements of the group, and earn interest at the respective

short term deposit rates ranging from 0.13% to 0.50% (2009: 0.19% to 0.75%) per annum.

included in cash and cash equivalents is an amount of $1,096,926 (2009: $1,109,731) denominated in united

States dollars.

18. TRADE PAYABLEs

group Company

2010 2009 2010 2009

$ $ $ $

due to third parties 318,927 259,543 54,660 34,632

trade payables 318,927 259,543 54,660 34,632

Add:

other payables and accruals 19 843,963 1,206,569 211,731 289,180

obligations under finance leases 21 249,067 441,869 4,180 8,360

total financial liabilities carried

at amortised cost 1,411,957 1,907,981 270,571 332,172

the amounts due to third parties are unsecured, non-interest bearing and are normally settled on 60-day

terms.




19. oTHER PAYABLEs AND ACCRuALs

group Company

2010 2009 2010 2009

$ $ $ $

other payables 157,869 156,686 – –

Accrued operating expenses 686,094 1,049,883 211,731 289,180

843,963 1,206,569 211,731 289,180

20. DEFERRED INComE

deferred income relates to healthcare services and consultancy fees received in advance from customers.

included in deferred income is an amount of $17,585 (2009: $845,377) denominated in united States dollars.

21. oBLIgATIoNs uNDER FINANCE LEAsEs

the group and Company have entered into finance lease arrangements for certain medical equipment and

office equipment. these leases expire over the next 5 years. the discount rates implicit in the leases range

from 4.71% to 6.50% (2009: 4.14% to 6.50%) per annum.

Future minimum lease payments under finance leases together with the present value of the net minimum

lease payments are as follows:

group

2010 2009

minimum

payments

Present

value of

minimum

payments

minimum

payments

Present

value of

minimum

payments

$ $ $ $

not later than one year 96,027 86,490 193,182 179,222

later than one year but not later

than five years 153,040 146,907 248,687 233,391

total minimum lease payments 249,067 233,397 441,869 412,613

less: Amounts representing finance charges (15,670) – (29,256) –

Present value of minimum lease payments 233,397 233,397 412,613 412,613




21. oBLIgATIoNs uNDER FINANCE LEAsEs (Continued)

Company

2010 2009

minimum

payments

Present

value of

minimum

payments

minimum

payments

Present

value of

minimum

payments

$ $ $ $

not later than one year 4,180 3,695 4,560 4,177

later than one year but not later

than five years – – 3,800 3,689

total minimum lease payments 4,180 3,695 8,360 7,866

less: Amounts representing finance charges (485) – (494) –

Present value of minimum lease payments 3,695 3,695 7,866 7,866

22. sHARE CAPITAL

group and Company

2010 2009

$ $

issued and fully paid ordinary shares:

At 1 January and 31 december

335,325,219 (2009: 335,325,219) ordinary shares 21,550,530 21,550,530

the holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All

ordinary shares carry one vote per share without restrictions. the ordinary shares have no par value.

the Company has an employee share option scheme under which options to subscribe for the Company’s

ordinary shares have been granted to employees of the group.




23. EmPLoYEE sHARE oPTIoN REsERvE

employee share option reserve represents the equity-settled share options granted to employees. the reserve

is made up of the cumulative value of services received from employees recorded over the vesting period

commencing from the grant date of equity-settled share options, and is reduced by the expiry or exercise

of the share options.

group Company

2010 2009 2010 2009

$ $ $ $

At 1 January and 31 december 43,930 43,930 43,930 43,930

24. EmPLoYEE BENEFITs ExPENsE

group

2010 2009

$ $

Salaries and bonuses 3,720,982 4,087,873

Central Provident Fund contributions 269,130 295,470

other short-term benefits 257,840 124,985

4,247,952 4,508,328

Employee share option scheme

At the extraordinary general Meeting held on 16 december 1993, shareholders approved the adoption of the

employee Share option Scheme (“eSoS”). the terms and condition of the eSoS were subsequently amended

at the extraordinary general Meetings of the Company held on 18 September 2000 and 16 october 2003. All

employees who have been in service for one year as at 30 June 2007 are entitled to a grant of share options

of the Company, under eSoS. the employees were offered the share options based on their job grades and

performance grading. eSoS was granted on 22 August 2007.

the vesting of the options occurred one year after the grant date. the exercise price of the option is

determined at the average of the last dealt prices of AsiaMedic limited’s shares on the Singapore Securities

exchange trading limited on the three consecutive business days preceding the date of the grant. the

contractual life of the options is five years and there are no cash settlement alternatives.

there has been no cancellation or modification to the eSoS during the financial years ended 31 december

2010 and 2009.




24. EmPLoYEE BENEFITs ExPENsE (Continued)

movement of share options during the financial year

the following table illustrates the number and weighted average exercise prices (“WAeP”) of, and movements

in, share options during the financial year:

2010 2009

Number

of share

options WAEP

$

Number

of share

options WAEP

$

outstanding at 1 January 1,145,000 0.10 1,335,000 0.10

Forfeited (80,000) 0.10 (190,000) 0.10

outstanding at 31 december 1,065,000 0.10 1,145,000 0.10

exercisable at 31 december 1,065,000 0.10 1,145,000 0.10

Fair value of share options granted

the fair value of the share options granted under the eSoS is estimated at the grant date using a binomial

option pricing model, taking into account the terms and conditions upon which the instruments were granted.

no share options were granted during the financial year.

25. RELATED PARTY TRANsACTIoNs

(a) sale and purchase of goods and services

in addition to the related party information disclosed elsewhere in the financial statements, the

following significant transactions between the group and related parties took place at terms agreed

between the parties during the financial period:

group

2010 2009

$ $

Purchase of consumables from an associate 516,560 538,116

Professional fees paid/payable to directors 2,850 99,138




25. RELATED PARTY TRANsACTIoNs (Continued)

(b) Compensation of key management personnel

group

2010 2009

$ $

Salaries and bonuses 1,145,056 1,387,309

Central Provident Fund contributions 33,792 43,094

other short-term benefits 7,625 12,000

directors’ fees 120,000 153,000

1,306,473 1,595,403

Comprise amounts paid to:

– directors of the Company 179,459 493,479

– other key management personnel 1,127,014 1,101,924

1,306,473 1,595,403

the remuneration of key management personnel are determined by the remuneration committee

having regard to the performance of individuals and market trends.

Director’s interest in employee share option scheme

during the financial year, no share options were granted to any directors under the eSoS (2009: nil).

At the end of the reporting period, the total number of outstanding share options granted by the

Company to a director under the eSoS amounted to 500,000 (2009: 500,000).

Director

options granted

during 2010

Aggregate

options

granted since

commencement

of scheme to

31.12.2010

Aggregate

options

lapsed since

commencement

of scheme to

31.12.2010

Aggregate

options

outstanding as

at 31.12.2010

dr low Cze Hong – 500,000 – 500,000




26. CommITmENTs

operating lease commitments – as lessee

the group has entered into operating leases on premises for use as office and clinics. the leases have

remaining lease terms of 2-4 years.

Future minimum rental payable under non-cancellable operating leases at the end of the reporting period

are as follows:

group

2010 2009

$ $

not later than one year 1,088,413 1,117,096

later than one year but not later than five years 3,747,490 3,694,121

4,835,903 4,811,217

27. FAIR vALuE oF FINANCIAL INsTRumENTs

Fair value of financial instruments whose carrying amounts are reasonable approximation of fair value

Management has determined that the carrying amounts of trade and other receivables, accrued revenue,

trade and other payables and amounts due from subsidiaries, based on their notional amounts, are reasonable

approximation of fair values due to their short-term nature.

Fair value of financial instruments whose carrying amounts are not reasonable approximation of fair value

Management has determined the fair value of obligations under finance lease by discounting expected future

cash flows at current market incremental lending rates for similar types of leasing arrangements.

Management has determined that the non-current loan to an associate forms part of its investment in the

associate. the fair value of the loan is not determinable as the timing of future cash flows arising from the

loan cannot be estimated reliably.




28. FINANCIAL RIsk mANAgEmENT oBjECTIvEs AND PoLICIEs

the group and the Company are exposed to financial risks arising from its operations and the use of financial instruments. the key financial risks include credit risk, interest rate risk, liquidity risk and foreign currency risk. the Board of directors reviews and approves policies and procedures for the management of these risks and they are summarised below. there has been no change to the group’s exposure to these financial risks or the manner in which it manages and measures the risks.

Credit risk

Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. the group’s and Company’s maximum exposure to credit risk is the carrying amount of loans and receivables as indicated in note 14. it is the group’s policy to minimise credit risk by dealing with creditworthy third parties and financial institutions.

At the end of the reporting period, there were no significant concentrations of credit risk for the group, while almost all of the Company’s receivables were balances with subsidiaries.

trade and other receivables that are neither past due nor impaired are creditworthy debtors with good payment record with the group. Cash at bank and short term deposits are placed with or entered into with reputable financial institutions with high credit ratings.

information regarding financial assets that are either past due or impaired is disclosed in note 14.

Interest rate risk

interest rate risk is the risk that the fair value or future cash flows of the group’s and the Company’s financial instruments will fluctuate because of changes in market interest rates. the group’s and the Company’s exposure to market risk for changes in interest rates relates primarily from their short term deposits placed with financial institutions and obligations under finance leases.

it is the group’s policy to place cash in short term deposits and therefore changes in market interest rates will impact the group’s potential return on the short term deposits.

the group has minimum interest rate risk in relation to obligations under finance leases as the interest rates are fixed upon inception of the leases.

Liquidity risk

liquidity risk is the risk that the group and the Company will encounter difficulty in meeting financial obligations due to shortage of funds. the group and the Company’s exposure to liquidity risk arise primarily from mismatches of the maturity of financial assets and liabilities. the group monitors its liquidity risk and maintains a level of cash and short term deposits deemed adequate by management to finance the group’s operations and to mitigate the effects of fluctuations in cash flows. the group ensures that it has sufficient cash on demand to meet expected operational expenses, including the servicing of financial obligations. this excludes the potential impact of extraordinary events if any.




28. FINANCIAL RIsk mANAgEmENT oBjECTIvEs AND PoLICIEs (Continued)

Analysis of financial instruments by remaining contractual maturities

the table below summarises the maturity profile of the group’s and the Company’s financial assets and

liabilities at the end of the reporting period based on contractual undiscounted repayment obligations.

one year

or less

one to

five years Total

$ $ $

group

2010

Financial assets:

trade receivables 740,085 – 740,085

Accrued revenue 245,590 – 245,590

other receivables 544,024 – 544,024

Cash and cash equivalents 8,711,341 – 8,711,341

total undiscounted financial assets 10,241,040 – 10,241,040

Financial liabilities:

trade payables 318,927 – 318,927

other payables and accruals 843,963 – 843,963

obligations under finance leases 96,027 153,040 249,067

total undiscounted financial liabilities 1,258,917 153,040 1,411,957

total net undiscounted financial assets/(liabilities) 8,982,123 (153,040) 8,829,083

2009

Financial assets:

trade receivables 1,680,525 – 1,680,525






other payables and accruals 1,206,569 – 1,206,569


total undiscounted financial liabilities 1,659,294 248,687 1,907,981






one year

or less

one to

five years Total

$ $ $

Company

2010

Financial assets:








obligations under finance leases 4,180 – 4,180

total undiscounted financial liabilities 270,571 – 270,571

total net undiscounted financial assets 10,571,601 – 10,571,601

2009

Financial assets:









total undiscounted financial liabilities 328,372 3,800 332,172






Foreign currency risk

the group has transactional currency exposures arising from consultancy and management services that are

denominated in a currency other than functional currency of the group, primarily united States dollars (uSd).

the group does not engage in any hedging activities.

sensitivity analysis for foreign currency risk

the following table demonstrates the sensitivity of the group’s profit for the year to a reasonably possible

change in uSd against the Sgd with all other variables held constant.

group

2010 2009

$ $

uSd/Sgd

– strengthened 3% (2009: 3%) (36,384) (64,645)

– weakened 3% (2009: 3%) 36,384 64,645

29. CAPITAL mANAgEmENT

the group reviews and manages its capital structure to ensure optimal capital structure to maximise

shareholder’s returns taking into consideration the future capital requirements of the group and capital

efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures

and projected strategic investment opportunities. to maintain or adjust the capital structure, the group may

adjust the dividend payment to shareholders, return capital to shareholders, issue new shares or obtain

new borrowings. no changes were made in the objectives, policies or processes during the years ended 31

december 2010 and 31 december 2009.




30. DIvIDENDs

group and Company

2010 2009

$ $

declared and paid during the financial year:

dividends on ordinary shares:

– interim exempt (one-tier) dividend for 2010: nil cent (2009: 0.17 cent) per share – 570,053

– Final exempt (one-tier) dividend for 2009: 0.06 cent (2008: nil) per share 201,212 –

Proposed but not recognised as a liability as at 31 december:

dividends on ordinary shares subject to shareholders’ approval at the AgM:

– Final exempt (one-tier) dividend for 2010: nil cent (2009: 0.06 cent) per share – 201,212

31. EvENTs oCCuRRINg AFTER THE REPoRTINg PERIoD

on 18 February 2011, the Singapore Finance Minister announced enhancements to the Productivity and

innovation Credit (“PiC”) Scheme which will be effective from Year of Assessment 2011. the enhancements

increased the PiC tax deduction to 400% (from 250%) on the first $400,000 (from $300,000) of qualifying

expenditure.

the financial statements for the year ended 31 december 2010 have not been adjusted for the financial effect

of the PiC Scheme enhancements.

32. AuTHoRIsATIoN oF FINANCIAL sTATEmENTs FoR IssuE

the financial statements for the year ended 31 december 2010 were authorised for issue in accordance with

a resolution of the directors on 18 March 2011.

dIStRIBUtIOn OF ShAREhOldInGSAS At 11 MARCH 2011



Issued & Fully Paid-up Capital : $21,550,529.50Number & Class of shares : 335,325,219 ordinary Sharesvoting Rights : one vote per ordinary ShareTreasury shares : nil

DIsTRIBuTIoN oF sHAREHoLDINgs As AT 11 mARCH 2011

size of shareholdingsNo. of

shareholders % No. of shares %

1 – 999 12 0.43 2,850 0.001,000 – 10,000 1,288 46.43 7,491,980 2.2310,001 – 1,000,000 1,441 51.95 123,412,998 36.801,000,001 and above 33 1.19 204,417,391 60.96

Total 2,774 100.00 335,325,219 100.00

suBsTANTIAL sHAREHoLDERs (As shown in the Register of Substantial Shareholders)

Direct Interest %

Deemed Interest %

gRAndiFloRA Pte ltd(1) 81,340,000 24.26 – –MR AntHoni SAliM(1) – – 40,670,000 12.13MR CHAiRul tAnJung(1) – – 40,670,000 12.13tAn WAng CHeoW(2) 14,091,396 4.20 8,467,598 2.53tAn gueK Ming(2) 8,467,598 2.53 14,091,396 4.20

Notes:

(1) Mr Anthoni Salim and Mr Chairul tanjung are deemed interested in the 40,670,000 shares held by grandiflora Pte ltd.

(2) Mr tan Wang Cheow and Mdm tan guek Ming are husband and wife. Accordingly, they are deemed interested in the shares held by each

other.


dIStRIBUtIOn OF ShAREhOldInGSAS At 11 MARCH 2011


LIsT oF 20 LARgEsT sHAREHoLDERs As AT 11 mARCH 2011

No. Name No. of shares %

1 gRAndiFloRA Pte ltd 81,340,000 24.262 united oveRSeAS BAnK noMineeS 18,425,000 5.493 tAn WAng CHeoW 14,091,396 4.204 dBS noMineeS Pte ltd 10,418,000 3.115 tAn Yu Sing luCienne 8,567,598 2.566 tAn gueK Ming 8,467,598 2.537 oCBC SeCuRitieS PRivAte ltd 7,312,000 2.188 CitiBAnK noMS S’PoRe Pte ltd 6,844,000 2.049 tAn AH Soon 6,410,000 1.9110 KiM eng SeCuRitieS Pte. ltd. 3,348,000 1.0011 leong CHong HuAt 3,115,000 0.9312 lee Yuen SHiH 3,000,000 0.8913 SoH PiCK HAR 2,468,799 0.7414 oCBC noMineeS SingAPoRe 2,285,000 0.6815 Ang KoR Heong 2,000,000 0.6016 SAtindeR SingH A S 2,000,000 0.6017 ng MARY 1,943,000 0.5818 dBS viCKeRS SeCS (S) Pte ltd 1,826,000 0.5419 CHeong SiM eng 1,700,000 0.5120 tAY Boon CHYe PeteR 1,700,000 0.51

ToTAL 187,261,391 55.84

sHAREHoLDINgs IN THE HANDs oF THE PuBLIC

Percentage of shareholdings held in the hands of the public is approximately 68.77%, which is more than 10% of

the issued share capital of the Company. therefore, Rule 723 of Section B: Rules of Catalist of the SgX-St listing

Manual is complied with.

nOtICE OF AnnUAl GEnERAl MEEtInG



notiCe iS HeReBY given that the Annual general Meeting of AsiaMedic limited (the “Company”) will be held

at 350 orchard Road, #08-00 Shaw House, Singapore 238868 on Saturday, 30 April 2011 at 9:00 a.m. to transact the

following businesses:–

oRDINARY BusINEss

1. to receive and adopt the Audited Accounts of the Company for the financial year ended 31 december 2010

and the directors’ and Auditors’ Reports thereon. (Resolution 1)

2. to re-elect dr low Cze Hong, a director retiring pursuant to Article 99 of the Company’s Articles of

Association. (Resolution 2)

3. to re-elect Mr Arthur ng Boon Chye, a director retiring pursuant to Article 99 of the Company’s Articles of

Association.

Mr Arthur ng Boon Chye will, upon re-election as a director of the Company, remain as a member of the

Audit Committee and a member of the Remuneration Committee. He will be considered independent for

the purposes of Rule 704(7) of Section B: Rules of Catalist (the “Catalist Rules”) of the listing Manual of

the Singapore exchange Securities trading limited (the “sgx-sT”). He will also remain the Chairman of the

nominating Committee. (Resolution 3)

4. to re-elect dr Khor Chin Kee, a director retiring pursuant to Article 103 of the Company’s Articles of

Association. (Resolution 4)

5. to approve the directors’ Fees of S$120,000 for the financial year ended 31 december 2010 (2009:

S$152,500). (Resolution 5)

6. to re-appoint ernst & Young llP as Auditors of the Company and to authorise the directors to fix their

remuneration. (Resolution 6)

sPECIAL BusINEss

to consider and if thought fit, pass the following resolutions, with or without modifications:–

sPECIAL REsoLuTIoN: RENEWAL oF sHARE IssuE mANDATE

7. “that pursuant to Section 161 of the Companies Act, Chapter 50 and the Catalist Rules, authority be and is

hereby given to the directors to:

(a) (i) issue shares in the capital of the Company (“shares”) whether by way of rights, bonus or

otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would

require shares to be issued, including but not limited to the creation and issue of (as well as

adjustments to) options, warrants, debentures or other instruments convertible into Shares;




at any time and upon such terms and conditions and for such purposes and to such persons as the directors

may in their absolute discretion deem fit;

(b) issue shares in pursuance of any instruments made or granted by the directors while this Special

Resolution was in force (notwithstanding that the authority conferred by this Special Resolution may

have ceased to be in force), provided that:

(i) the aggregate number of Shares to be issued pursuant to this Special Resolution (including

Shares to be issued in pursuance of instruments made or granted pursuant to this Special

Resolution) whether on a pro-rata or non pro-rata basis, does not exceed 100% of the total

number of issued shares of the Company (excluding treasury shares) (as calculated in accordance

with sub-paragraph (ii) below);

(ii) for the purpose of determining the aggregate number of Shares that may be issued under

sub-paragraph (i) above, the percentage of issued shares (excluding treasury shares) shall be

based on the total number of issued shares of the Company (excluding treasury shares) at the

time of passing of this Special Resolution, after adjusting for:

(1) new Shares arising from the conversion or exercise of convertible securities; or

(2) new Shares arising from exercising share options or vesting of share awards outstanding

or subsisting at the time which are outstanding or subsisting at the time of passing of

this Special Resolution, provided the options or awards were granted in compliance with

Part viii of Chapter 8 of the Catalist Rules; and

(3) any subsequent bonus issue, consolidation or subdivision of Shares;

(iii) in exercising the authority conferred by this Special Resolution, the Company shall comply with

the provisions of the Catalist Rules for the time being in force (unless such compliance has been

waived by the SgX-St, the Monetary Authority of Singapore or the Sponsor) and the Articles

of Association for the time being of the Company; and

(iv) such authority shall, unless revoked or varied by the Company at a general meeting, continue

in force until the conclusion of the next annual general meeting of the Company or the date by

which the next annual general meeting of the Company is required by law to be held, whichever

is the earlier; and

(c) the directors be and are hereby authorised to do any and all acts which they deem necessary and

expedient in connection with paragraphs (a) and (b) above.”

[See Explanatory Note 1] (Resolution 7)




oRDINARY REsoLuTIoN

8. “that the directors of the Company be and are hereby authorised to issue from time to time such number

of shares in the capital of the Company as may be required to be issued pursuant to the exercise of existing

options previously granted by the Company under the AsiaMedic limited employees’ Share option Scheme

2003 (the “Scheme”) provided always that the aggregate number of additional shares to be allotted and

issued pursuant to the Scheme and any other share plans of the Company shall not exceed fifteen per centum

(15%) of the issued share capital of the Company from time to time.”

[See Explanatory Note 2] (Resolution 8)

ANY oTHER BusINEss

9. to transact any other business which may be properly be transacted at an Annual general Meeting.

dated this 8th day of April 2011

BY oRDER oF THE BoARD

Foo Soon Soo

Company Secretary

Notes:

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy and vote

on his stead.

2. Such proxy need not be a member of the Company.

3. if the appointer is a corporation, the proxy must be executed under seal or the hand of its duly authorised

officer or attorney.

4. the instrument appointing a proxy must be deposited at the registered office of the Company at 350 orchard

Road, #08-00 Shaw House, Singapore 238868 not later than 48 hours before the time appointed for the

Meeting.




Explanatory Notes:

1. the Special Resolution 7 proposed in item 7 above, if passed, will empower the directors of the Company

from the date of this meeting until the date of the next Annual general Meeting of the Company, or the

date by which the next Annual general Meeting is required by law to be held or when varied or revoked by

the Company in the general meeting, whichever is the earlier, to allot and issues shares and/or convertible

securities in the Company (whether by way of rights, bonus or otherwise) at any time. the number of shares

that the directors may allot and issue under this resolution would not exceed 100 per cent (100%) of the

issued capital excluding treasury shares whether on a pro-rata or non pro-rata basis at the time of the passing

of this resolution.

2. the ordinary Resolution in item 8, if passed, will empower the directors of the Company to issue shares in

the capital of the Company pursuant to the exercise of the options under the Scheme up to an amount in

aggregate not exceeding 15 per centum (15%) of the issued share capital of the Company.

88ASIAMEDIC LIMITED ANNUAL REPORT 2010

This page has been intentionally left blank.

PRoxY FoRm

AsIAmEDIC LImITED(Company Registration no: 197401556e)(incorporated in the Republic of Singapore)

ImPoRTANT1. For investors who have used their CPF monies to buy AsiaMedic

limited’s shares, this Annual Report is forwarded to them at the request of their CPF Approved nominees, and is sent solely FoR inFoRMAtion onlY.

2. this proxy form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them.

3. CPF investors who wish to vote should contact their CPF Approved nominees.

i/We,

of

being *a member/members of ASiAMediC liMited (the “Company”), hereby appoint

Name AddressNRIC/

Passport No.Proportion of

shareholdings (%)

And/or (delete as appropriate)

or failing him/her/the Chairman of meeting as *my/our *proxy/proxies, to vote for *me/us on *my/our behalf at the Annual general Meeting (“AgM”) of the Company to be held at 350 orchard Road, #08-00 Shaw House, Singapore 238868 on 30 April 2011 at 9.00 a.m. and at any adjournment thereof. the *proxy is/proxies are to vote for or against the Resolutions to be proposed at the AgM as indicated hereunder. if no specific direction as to voting is given, the *proxy/proxies will vote or abstain from voting at *his/their discretion, as *he/they will on any other matter arising at the Meeting:

No ordinary Resolutions For Against

1. to receive and adopt the Audited Accounts of the Company for the financial year ended 31 december 2010 and the directors’ Report and Auditors’ Report thereon.

(Resolution 1)

2. to re-elect dr low Cze Hong, a director retiring pursuant to Article 99 of the Company’s Articles of Association.

(Resolution 2)

3. to re-elect Mr Arthur ng Boon Chye, a director retiring pursuant to Article 99 of the Company’s Articles of Association.

(Resolution 3)

4. to re-elect dr Khor Chin Kee, a director retiring pursuant to Article 103 of the Company’s Articles of Association.

(Resolution 4)

5. to approve the directors’ fees of S$120,000 for the financial year ended 31 december 2010 (2009: S$152,500).

(Resolution 5)

6. to re-appoint ernst & Young llP as Auditors of the Company and to authorise the directors to fix their remuneration.

(Resolution 6)

special Resolution

7. to authorise the directors to issue shares pursuant to Section 161 of the Companies Act, Chapter 50.

(Resolution 7)

ordinary Resolution

8. to authorise the directors to issue shares in connection with the AsiaMedic limited employees’ Share option Scheme 2003.

(Resolution 8)

(Please indicate with a cross [X] in the space provided whether you wish your vote to be cast for or against the Resolutions as set out in the Notice of Meeting)

dated this day of 2011.Total Number of shares Held

Signature(s) of Member(s)/Common Seal

* delete where applicable

Notes:–

1. A member of the Company entitled to attend and vote at the Annual general Meeting is entitled to appoint not more than

two proxies to attend and vote in his stead. Such proxy need not be a member of the Company.

2. Where a member of the Company appoints two proxies, he shall specify the proportion of his shareholding (expressed as a

percentage of the whole) to be represented by each such proxy.

3. the instrument appointing a proxy or proxies must be under the hand of the appointer or his attorney duly authorized in writing.

Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under its common seal

or under the hand of its attorney or duly authorised officer.

4. A corporation which is a member of the Company may authorise by resolution of its directors or other governing body such

person as it thinks fit to act as its representative at the Annual general Meeting, in accordance with its Articles of Association

and Section 179 of the Companies Act, Chapter 50 of Singapore.

5. the instrument appointing proxy or proxies, together with the power of attorney or other authority (if any) under which it is

signed, or notarially certified copy thereof, must be deposited at the registered office of the Company at 350, orchard Road,

#08-00 Shaw House, Singapore 238868 not later than 48 hours before the time set for the Annual general Meeting.

6. A member should insert the total number of shares held. if the member has shares entered against his name in the depository

Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), he should insert that number of shares.

if the member has shares registered in his name in the Register of Members of the Company, he should insert that number

of shares. if the member has shares entered against his name in the depository Register and shares registered in his name

in the Register of Members of the Company, he should insert the aggregate number of shares. if no number is inserted, this

form of proxy will be deemed to relate to all the shares held by the member of the Company.

7. the Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed

or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified

in the instrument appointing a proxy or proxies. in addition, in the case of members of the Company whose shares are entered

against their names in the depository Register, the Company may reject any instrument appointing a proxy or proxies lodged

if such members are not shown to have shares entered against their names in the depository Register 48 hours before the time

appointed for holding the Annual general Meeting as certified by the Central depository (Pte) limited to the Company.

8. A depositor shall not be regarded as a member of the Company entitled to attend the Annual general Meeting and to speak

and vote thereat unless his name appears on the depository Register 48 hours before the time set for the Annual general

Meeting.



CONTENTS01 AsiaMedic at a Glance

02 Group Structure

03 AsiaMedic’s Clinical Units

04 Chairman’s Statement

06 Board of Directors

08 Key Management

09 Financial Highlights

10 Financial Review

12 Operations Review

13 Statement of Corporate Governance

25 Financial Contents

Corporate Information

VALUES & BRAND PROMISEWe are committed to serving our patients and clinical partners towards achieving the best clinical outcomes

for early disease detection and preventive health management

To be a progressive healthcare leader in defining wellness through total health risk

management.

VISION

Providing holistic solutions through integrated application of the latest medical technologies

to prevent and detect early illnesses to achieve positive experiences and clinical outcomes for

our patients.

MISSION

COMPETENCECommitment to ensuring the highest professional standards of service and expertise

CONVENIENCECommitment to providing timely, appropriate and personalized healthcare information and continuity of care

in an integrated one-stop wellness and diagnostic centre

CARECommitment to helping our clients navigate their health risks and needs through practical and personalised

clinical solutions and strategies

CONFIDENCECommitment to ensuring patient confidence with a focus on safety, consistent processes and standards

based on continuous service and clinical quality improvement and innovation

CORPORATE INfORMATION

Board of DirectorsDr Low Cze Hong (Non-Executive Chairman)


Mr Goh Kian Chee

Mr Andi Solaiman

Dr Ho Lai Yun

Dr Khor Chin Kee

Audit CommitteeMr Goh Kian Chee (Chairman)


Dr Ho Lai Yun

Nominating CommitteeMr Arthur Ng Boon Chye (Chairman)

Mr Andi Solaiman

Mr Goh Kian Chee

Remuneration CommitteeDr Ho Lai Yun (Chairman)


Mr Goh Kian Chee

Registrar and Share Transfer OfficeKCK Corpserve Pte Ltd

333 North Bridge Road

#08-00 K H KEA Building

Singapore 188721

Company SecretaryMs Foo Soon Soo

AuditorsErnst & Young LLP



One Raffles Quay

North Tower, Level 18

Singapore 048583

Partner-in-charge: Mr Terry Wee

(Appointed with effect from financial year

ended 31 December 2008)

Registered Office350 Orchard Road

#08-00 Shaw House

Singapore 238868

Tel: (65) 6789 8888

Fax: (65) 6738 4136

Email: [email protected]

Website: www.asiamedic.com.sg

Principal BankersDBS Bank Ltd

Oversea-Chinese Banking Corporation Limited

Standard Chartered Bank

Landesbank Baden-Wurttemberg

Catalist SponsorShooklin Advisory Services Pte. Ltd.

1 Robinson Road

#17-00 AIA Tower

Singapore 048542

This document has been prepared by the Company and its contents have been reviewed by the Company’s Sponsor, Shooklin Advisory Services Pte. Ltd. (the “Sponsor”), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The Sponsor has not independently verified the contents of this document. This document has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this document including the correctness of any of the statements or opinions made or reports contained in this document. The contact person for the Sponsor is Ms Janet Tan. Telephone number: (65) 6439 4893. Email: [email protected].

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growing sense of wellnessANNUAL REPORT 2010

(Co. Reg. No. 197401556E)

350 Orchard Road#08-00 Shaw HouseSingapore 238868

Tel: (65) 6789 8888 Fax: (65) 6738 4136Email: [email protected]

Website: www.asiamedic.com.sgDesigned and produced by

(65) 6578 6522

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growing sense of wellness - listed companyasiamedic.listedcompany.com/misc/ar2010.pdf · 2012-03-02 · Health Screening Centre (“CHSC”) and Arzanah Wellness and diagnostic Centre