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THIS IS A PRELIMINARY OFFER DOCUMENT AND IS SUBJECT TO FURTHER AMENDMENTS AND COMPLETION IN THE FINAL OFFER DOCUMENT TO BE REGISTERED

BY THE SINGAPORE EXCHANGE


SECURITIES TRADING LIMITED (THE SGX-ST) ACTING AS AGENT ON BEHALF OF THE MONETARY AUTHORITY OF SINGAPORE (THE AUTHORITY). A PERSON TO WHOM A COPY OF THIS PRELIMINARY OFFER
DOCUMENT HAS BEEN ISSUED SHALL NOT CIRCULATE IT TO ANY OTHER PERSON.

AS AT THE DATE OF THIS PRELIMINARY PROSPECTUS, THE COMPANY HAS NOT BEEN CONVERTED INTO A PUBLIC COMPANY. THE
AFOREMENTIONED SHALL BE COMPLETED BEFORE THE REGISTRATION OF THE PROSPECTUS.
THIS PRELIMINARY OFFER DOCUMENT IS DATED 12 MAY 2015 AND HAS BEEN LODGED WITH THE SGX-ST ACTING AS AGENT ON BEHALF OF THE
AUTHORITY ON 12 MAY 2015. THE LODGEMENT OF THIS PRELIMINARY OFFER DOCUMENT WITH THE SGX-ST ACTING AS AGENT ON BEHALF OF THE
AUTHORITY DOES NOT IMPLY THAT THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE, OR ANY OTHER LEGAL OR REGULATORY
REQUIREMENTS, OR REQUIREMENTS UNDER THE SGX-STS LISTING MANUAL, HAVE BEEN COMPLIED WITH.
NO OFFER OR AGREEMENT SHALL BE MADE ON THE BASIS OF THIS PRELIMINARY OFFER DOCUMENT TO PURCHASE OR SUBSCRIBE FOR ANY
SECURITIES TO WHICH THIS PRELIMINARY OFFER DOCUMENT RELATES.
IMPORTANT NOTE:
Neither this Preliminary Offer Document nor any copy may be taken or transmitted to any country where distribution or dissemination of this Preliminary Offer
Document is prohibited.
This Preliminary Offer Document is being furnished to you on a confidential basis and solely for your information and may not be reproduced, disclosed or
distributed to any other person. By accepting this Preliminary Offer Document, you agree to be bound by the limitations and restrictions described herein.
This Preliminary Offer Document does not constitute an offer or invitation to purchase or subscribe for any securities and neither this Preliminary Offer Document
nor anything contained herein shall form the basis of any contract or commitment whatsoever. No person shall be bound to enter into any contract or binding legal
commitment and no monies or other form of consideration is to be accepted on the basis of this Preliminary Offer Document. No offer or agreement shall be made
on the basis of this Preliminary Offer Document to purchase or subscribe for any securities to which this Preliminary Offer Document relates. This is
a Preliminary Offer Document and is subject to further verification of, updating, revision, amendments and completion in the final Offer Document to be registered
by the SGX-ST acting as agent on behalf of the Authority. A person to whom a copy of this Preliminary Offer Document has been issued shall not circulate it to
any other person. A copy of this Offer Document has been lodged by the Sponsor and Issue Manager, Underwriter and Placement Agent (as defined herein) with
the SGX-ST acting as agent on behalf of the Authority.
Any decision to purchase or subscribe for securities must be made solely on the basis of information contained in the final Offer Document or other offering
document which may be issued by Singapore O&G Ltd. (the Company), which information may be different from the information contained in this Preliminary
Offer Document.
The final Offer Document may be registered by the SGX-ST acting as agent on behalf of the Authority at least fourteen (14) days from the date of lodgement of
this Preliminary Offer Document provided that the final Offer Document is registered by the SGX-ST acting as agent on behalf of the Authority and upon the
provision of certain information by us to the SGX-ST, unless the SGX-ST extends the period (the Exposure Period) in accordance with the Listing Manual (as
defined herein).
The purpose of the Exposure Period is to enable the examination of this Preliminary Offer Document by investors and market participants prior to the raising of
funds. That examination may result in identification of deficiencies in this Preliminary Offer Document and in those circumstances, this Preliminary Offer Document
may be amended. Any reference in this document to the term Offer Document shall, unless the context otherwise requires, refer to this Preliminary Offer
Document.
The lodgement of this Preliminary Offer Document with the SGX-ST does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other
legal or regulatory requirements, or requirements under the SGX-STs listing rules, have been complied with.
PRELIMINARY OFFER DOCUMENT DATED 12 MAY 2015
(Registered by the Singapore Exchange Securities Trading Limited acting as agent on behalf of the Monetary Authority of Singapore on [] 2015)
This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax, or other professional
adviser(s).
Hong Leong Finance Limited (the Sponsor, Issue Manager, Underwriter and Placement Agent) has made an application to the Singapore Exchange Securities
Trading Limited (the SGX-ST) for permission to deal in, and for quotation of, all the ordinary shares (the Shares) in the capital of Singapore O&G Ltd. (the
Company) already issued, the new Shares (the New Shares) which are the subject of the Invitation (as defined herein), the new Shares (the Option Shares)
which may be issued upon the exercise of the options to be granted under the SOG Employee Share Option Scheme and the new Shares (the Award Shares)
which may be issued upon the vesting of share awards granted under the SOG Performance Share Plan, on Catalist. The dealing in, and quotation of, the Shares,
the New Shares, the Option Shares and the Award Shares will be in Singapore dollars.
Companies listed on Catalist may carry higher investment risk when compared with larger or more established companies listed on the Main Board of the SGX-ST.
In particular, companies may list on Catalist without a track record of profitability and there is no assurance that there will be a liquid market in the shares or units
of shares traded on Catalist. You should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration
and, if appropriate, consultation with your professional adviser(s).
This Invitation is made in or accompanied by this Offer Document that has been registered by the SGX-ST acting as agent on behalf of the Monetary
Authority of Singapore (the Authority). We have not lodged or registered this Offer Document in any other jurisdiction.
Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document. Neither the Authority nor the SGX-ST assumes any
responsibility for the contents of this Offer Document, including the correctness of any of the statements or opinions made or reports contained in this Offer
Document. The SGX-ST does not normally review the application for admission but relies on the Sponsor, Issue Manager, Underwriter and Placement Agent
confirming that our Company is suitable to be listed on Catalist and complies with the rules of the Listing Manual (as defined herein). Neither the Authority nor the
SGX-ST has, in any way, considered the merits of the Shares or units of Shares being offered for investment.
The registration of this Offer Document by the SGX-ST does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or
regulatory requirements, or requirements under the SGX-STs listing rules, have been complied with.
Acceptance of applications will be conditional upon the issue of the New Shares (as defined herein) and the listing and quotation of all our existing issued Shares,
the New Shares, the Option Shares and the Award Shares. Monies paid in respect of any application accepted will be returned to you at your own risk, without
interest or any share of revenue or other benefit arising therefrom, if the admission and listing do not proceed, and you will not have any claims against us, and
the Sponsor, Issue Manager, Underwriter and Placement Agent.
Investing in our shares involves risks which are described in the section RISK FACTORS of this Offer Document.
After the expiration of six (6) months from the date of registration of this Offer Document, no person shall make an offer of securities, or allot, issue or sell any
of our Shares, on the basis of this Offer Document; and no officer or equivalent person or promoter of our Company will authorise or permit the offer of any of our
Shares or the allotment, issue or sale of any of our Shares, on the basis of this Offer Document.

SINGAPORE O&G LTD.


(Incorporated in Singapore on 6 January 2011)
(Company Registration Number 201100687M)

Invitation in respect of 43,600,000 New Shares comprising:


(a)

2,200,000 Offer Shares at S$[] each by way of public offer; and

(b)

41,400,000 Placement Shares at S$[] each by way of placement,

payable in full on application.


Sponsor, Issue Manager, Underwriter and Placement Agent

Hong Leong Finance Limited


(Company Registration Number 196100003D)

CONTENTS
CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

COMPANIES AND PERSONS IN OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

OTHER CORPORATIONS, AGENCIES AND ENTITIES . . . . . . . . . . . . . . . . . . . . . . .

GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CURRENCIES, UNITS AND OTHERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

GLOSSARY OF MEDICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . .

18

SELLING RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

DETAILS OF THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21

INDICATIVE TIMETABLE FOR LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28

OFFER SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28

PLACEMENT SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28

OFFER DOCUMENT SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30

OVERVIEW OF OUR GROUP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30

FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32

THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

34

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

35

RISKS RELATING TO OUR BUSINESS AND THE INDUSTRY IN WHICH WE


OPERATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

35

RISKS RELATING TO OWNERSHIP OF OUR SHARES . . . . . . . . . . . . . . . . . . . . . .

44

USE OF PROCEEDS AND LISTING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

48

SPONSORSHIP,
MANAGEMENT,
UNDERWRITING
AND
PLACEMENT
ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

50

SPONSORSHIP AND MANAGEMENT AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . .

50

UNDERWRITING AND PLACEMENT AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . .

51

DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

53

CONTENTS
SHARE CAPITAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

55

SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

60

CONTROL OF OUR COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

61

SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP . . . . . . . . . . . . . . . . .

61

MORATORIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

62

INVITATION STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

65

DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

67

RESTRUCTURING EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

69

GROUP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

72

SUMMARY OF OUR FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

73

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND


FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

75

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86

GENERAL INFORMATION ON OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

87

HISTORY AND MILESTONES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

87

OUR BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

88

OUR MEDICAL CLINICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

93

OUR SPECIALIST MEDICAL PRACTITIONERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .

94

MARKET SHARE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

97

COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

99

MARKETING AND BUSINESS DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .

99

OUR MAJOR CUSTOMERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

101

OUR MAJOR SUPPLIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

101

INVENTORY MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

102

CREDIT MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

103

COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

104

RESEARCH AND DEVELOPMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

105

QUALITY CONTROL AND ASSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

105

INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

107

PROPERTIES AND FIXED ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

107

CONTENTS
STAFF TRAINING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

108

CORPORATE SOCIAL RESPONSIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

109

GOVERNMENT REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

109

LICENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

116

INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

117

INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

117

TRENDS AND PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

122

SEASONALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

124

OUR ORDER BOOK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

125

OUR BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . .

126

INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

128

PAST INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .

128

PRESENT AND ONGOING INTERESTED PERSON TRANSACTIONS . . . . . . . . . . .

129

GUIDELINES AND REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON


TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

131

POTENTIAL CONFLICTS OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

134

INTERESTS OF DIRECTORS, CONTROLLING SHAREHOLDERS OR THEIR


ASSOCIATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

134

INTERESTS OF THE SPONSOR, ISSUE MANAGER, UNDERWRITER AND


PLACEMENT AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

134

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . .

135

MANAGEMENT REPORTING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

135

DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

135

EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

140

SERVICE AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

143

REMUNERATION OF DIRECTORS AND KEY EXECUTIVES . . . . . . . . . . . . . . . . . .

153

EMPLOYEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

154

SOG ESOS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

156

SOG PSP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

164

CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

175

POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

178

BOARD PRACTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

182

CONTENTS
EXCHANGE CONTROLS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

183

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

184

GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

185

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . .

185

MEMORANDUM OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

186

ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

186

MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

187

COMPLAINTS IN THE ORDINARY COURSE OF BUSINESS . . . . . . . . . . . . . . . . .

187

LITIGATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

188

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

188

CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

188

RESPONSIBILITY STATEMENT BY OUR DIRECTORS. . . . . . . . . . . . . . . . . . . . . . .

189

DOCUMENTS AVAILABLE FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

189

SOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

190

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF SINGAPORE O&G


LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 31 DECEMBER
2012, 2013 AND 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

A-1

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED
31 DECEMBER 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

B-1

APPENDIX C DESCRIPTION OF ORDINARY SHARES . . . . . . . . . . . . . . . . . . . . . . . .

C-1

APPENDIX D SUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OUR


COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

D-1

APPENDIX E TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

E-1

APPENDIX F RULES OF THE SOG ESOS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-1

APPENDIX G RULES OF THE SOG PSP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

G-1

APPENDIX H TERMS, CONDITIONS AND PROCEDURES FOR APPLICATIONS . . . .

H-1

CORPORATE INFORMATION
BOARD OF DIRECTORS

Dr. Lee Keen Whye (Executive Chairman)


Dr. Heng Tung Lan (Executive Director)
Dr. Beh Suan Tiong (Executive Director)
Mr. Christopher Chong Meng Tak (Lead Independent Director)
Mr. Chan Heng Toong (Independent Director)
Mr. Chooi Yee-Choong (Independent Director)

COMPANY SECRETARY

Ms. Lee Bee Fong (a member of the Singapore


Association of the Institute of Chartered
Secretaries and Administrators)

REGISTERED OFFICE

34 Cassia Crescent #01-80


Singapore 390034

PRINCIPAL PLACE OF
BUSINESS AND
CONTACT DETAILS

34 Cassia Crescent #01-80


Singapore 390034
Telephone Number: +65 6440 4123
Facsimile Number: +65 6440 8240

SHARE REGISTRAR AND


SHARE TRANSFER
OFFICE

Tricor Barbinder Share Registration Services


(a division of Tricor Singapore Pte. Ltd.)
80 Robinson Road #02-00
Singapore 068898

SPONSOR, ISSUE
MANAGER,
UNDERWRITER AND
PLACEMENT AGENT

Hong Leong Finance Limited


16 Raffles Quay
#01-05 Hong Leong Building
Singapore 048581

AUDITORS AND
REPORTING
ACCOUNTANTS

Foo Kon Tan LLP


(formerly known as Foo Kon Tan Grant Thornton LLP)
47 Hill Street, #05-01
Singapore Chinese Chamber of Commerce &
Industry Building
Singapore 179365
Partner-in-charge: Mr. Robin Chin Sin Beng
(a member of the Institute of Singapore Chartered
Accountants)

LEGAL ADVISER TO OUR


COMPANY ON
SINGAPORE LAW

Morgan Lewis Stamford LLC


10 Collyer Quay #27-00
Ocean Financial Centre
Singapore 049315

CORPORATE INFORMATION
LEGAL ADVISER TO THE
SPONSOR, ISSUE
MANAGER,
UNDERWRITER AND
PLACEMENT AGENT ON
SINGAPORE LAW

RHTLaw Taylor Wessing


6 Battery Road #10-01
Singapore 049909

PRINCIPAL BANKER

DBS Bank Ltd.


12 Marina Boulevard
Marina Bay Financial Centre Tower 3
Singapore 018982
United Overseas Bank Limited
60 Raffles Place
UOB Plaza
Singapore 048624

RECEIVING BANK

Bank of East Asia Limited


60 Robinson Road
BEA Building
Singapore 068892

DEFINITIONS
In this Offer Document and the accompanying Application Forms, and in relation to the Electronic
Applications, the instructions appearing on the screens of the ATMs of Participating Banks or the
IB websites of the relevant Participating Banks, unless the context otherwise requires, the
following definitions apply throughout where the context so admits:COMPANIES AND PERSONS IN OUR GROUP
Behs Clinic for Women

Behs Clinic for Women Pte. Ltd.

Choo Wan Ling Womens


Clinic

Choo Wan Ling Womens Clinic Pte. Ltd.

Company or SOG

Singapore O&G Ltd. The terms we, our, our Company


or us have correlative meanings

Group

Our Company and its subsidiaries

Heng Clinic for Women

Heng Clinic for Women Pte. Ltd.

K W Lee Clinic

K W Lee Clinic & Surgery for Women Pte. Ltd.

ST Surgery

ST Surgery Pte. Ltd.

SMS

Singapore Medicine Specialists Pte. Ltd. or the name of SOG


prior to it being renamed SOG

SOG-Cindy Pang Clinic

SOG-Cindy Pang Clinic for Women Pte. Ltd.

SOG-Radhika Breast &


General Surgicare

SOG-Radhika Breast & General Surgicare Pte. Ltd.

OTHER CORPORATIONS, AGENCIES AND ENTITIES


ACRA

Accounting and Corporate Regulatory Authority

Authority

The Monetary Authority of Singapore

Catalist

The sponsor-supervised listing platform of the SGX-ST

CDP

The Central Depository (Pte) Limited

CPF

The Central Provident Fund

DBS

DBS Bank Ltd.

FeM Surgery

FeM Surgery Pte. Ltd.

DEFINITIONS
Hong Leong Finance or
Sponsor or
Issue Manager or
Underwriter or
Placement Agent

Hong Leong Finance Limited

ICA

Immigration and Checkpoint Authority

Medical Council or SMC

The Singapore Medical Council

MMed

Masters of Medicine

MOH

Ministry of Health of Singapore

NEA

National Environment Agency

OCBC

Oversea-Chinese Banking Corporation Limited

Participating Banks

UOB and its subsidiary, Far Eastern


OCBC and DBS (including POSB)

SGX-ST

Singapore Exchange Securities Trading Limited

UOB

United Overseas Bank Limited

WHO

World Health Organisation

AGM

Annual general meeting of the Company

Application Forms

The printed application forms to be used for the purpose of the


Invitation and which form part of this Offer Document

Application List

The list of applications for subscription of the New Shares

Articles

The articles of association of our Company, as amended from


time to time

Associate

(a)

Bank

Limited,

GENERAL

in relation to any director, chief executive officer,


substantial shareholder or controlling shareholder (being
an individual) means:
(i)

his immediate family;

(ii)

the trustees of any trust of which he or his


immediate family is a beneficiary or, in the case of
a discretionary trust, is a discretionary object; or

DEFINITIONS
(iii) any company in which he and his immediate family
together (directly or indirectly) have an interest of
30.0% or more of the aggregate of the nominal
amount of all the voting shares; or
(b)

in relation to a substantial shareholder or a controlling


shareholder (being a company) means any other
company which is its subsidiary or holding company or is
a subsidiary of such holding company or one in the
equity of which it and/or such other company or
companies taken together (directly or indirectly) have an
interest of 30.0% or more

ATM

Automated teller machine

Audit Committee

The audit committee of our Company as at the date of this


Offer Document, unless otherwise stated

Award Shares

The Shares which may be issued upon the vesting of share


awards granted under the SOG PSP

Baby Bonus Scheme

The Baby Bonus Scheme which was introduced by the


Singapore Government on 1 April 2001

Beneficiaries

People to whom Dr. Lee Keen Whye, Dr. Heng Tung Lan, Dr.
Beh Suan Tiong and Dr. Choo Wan Ling have gifted Shares on
7 May 2015, including Dr. Beh Suan Tiong, Dr. Choo Wan
Ling, Dr. Natalie Chua, Dr. Ng Koon Keng, Ms. Heng Tong
Bwee, Mr. Eric Choo, Ms. Heng Siok Hong Veronica, and
Mr. Lai Kangwei

Board or Board of
Directors

The board of Directors of our Company as at the date of this


Offer Document, unless otherwise stated

CAO

Chief Administrative Officer

CDA

Child Development Account

CEO

Chief Executive Officer

Companies Act

The Companies Act (Chapter 50) of Singapore, as amended,


modified or supplemented from time to time

Controlling Shareholder

In relation to a corporation,
(a)

a person who has an interest in the voting shares of a


corporation and who exercises control over the
corporation; or

DEFINITIONS
(b)

a person who has an interest of 15.0% or more of the


aggregate of the nominal amount of all the voting shares
in a corporation, unless he does not exercise control
over the corporation

Directors

The directors of our Company as at the date of this Offer


Document, unless otherwise stated

DPS

Dividend per Share

EGM

Extraordinary general meeting of the Company

Electronic Applications

Applications for the Offer Shares made through an ATM or


through the IB website or mobile banking interface of one of
the relevant Participating Banks, subject to and on the terms
and conditions of this Offer Document

Employees

Employees of the Company

Entity at Risk

(a)

our Company;

(b)

a subsidiary of our Company that is not listed on the


SGX-ST or an approved exchange; or

(c)

an associated company that is not listed on the SGX-ST


or an approved exchange, provided that our Group or our
Group and our Interested Person(s), has control over the
associated company

EPS

Earnings per Share

Executive Directors

The executive directors of our Company as at the date of this


Offer Document, unless otherwise stated

Executive Officers

The executive officers of our Group as at the date of this Offer


Document, unless otherwise stated

FAMS

Fellow of the Academy of Medicine, Singapore

FC

Financial Controller

FRCOG

Fellow of the
Gynaecologists

FY

Financial year ended or ending 31 December, as the case


may be

GFA

Gross floor area

10

Royal

College

of

Obstetricians

and

DEFINITIONS
GP

General Practitioner

GST

Goods and Services Tax

IB

Internet banking

Independent Directors

The independent Directors of our Company as at the date of


this Offer Document, unless otherwise stated

Interested Person

(a)

A Director, Chief Executive Officer or Controlling


Shareholder of the Company; or

(b)

An Associate of any such Director, Chief Executive


Officer or Controlling Shareholder

Interested Person
Transaction

A transaction between an Entity at Risk and an Interested


Person

Invitation

The invitation by our Company to the public in Singapore to


subscribe for the New Shares at the Issue Price, upon the
terms and subject to the conditions set out in this Offer
Document

Issue Price

S$[] for each New Share

Latest Practicable Date

30 April 2015, being the latest practicable date prior to the


lodgement of this Offer Document with the SGX-ST acting as
agent on behalf of the Authority

Lee and Heng Acquisition

The acquisition of the entire issued and paid-up share capital


of K W Lee Clinic and Heng Clinic for Women by the Company
from Dr. Lee Keen Whye and Dr. Heng Tung Lan respectively
pursuant to the Restructuring Exercise

Listing Date

The date on which our Shares commence trading on the


Catalist

Listing Manual

The SGX-ST Listing Manual Section B: Rules of Catalist, as


amended, modified or supplemented from time to time

LLB

Bachelor of Laws

Market Day

A day on which the SGX-ST is open for trading in securities

11

DEFINITIONS
Market Price

The price equal to the average of the last dealt prices for a
Share, as determined by reference to the daily official list or
other publication published by the SGX-ST for five (5)
consecutive Market Days immediately preceding the relevant
Offer Date, provided always that in the case of a Market Day
on which the Shares are not traded on the SGX-ST, the last
dealt price for Shares on such Market Day shall be deemed to
be the last dealt price of the Shares on the immediately
preceding Market Day on which the Shares were traded,
rounded up to the nearest whole cent in the event of fractional
prices

MBBS

Bachelor of Medicine and Bachelor of Surgery

Medical Advisory
Committee

The medical advisory committee of our Company

Medical Registration Act

The Medical Registration Act (Chapter 174) of Singapore, as


amended, modified or supplemented from time to time

Medicine Act

The Medicine Act (Chapter 176) of Singapore, as amended,


modified or supplemented from time to time

Memorandum

The memorandum of association of our Company, as


amended from time to time

New Shares

The 43,600,000 new Shares for which our Company invites


applications to subscribe for at the Issue Price pursuant to the
Invitation, upon the terms and subject to the conditions set out
in this Offer Document

Nominating Committee

The nominating committee of our Company as at the date of


this Offer Document, unless otherwise stated

NTA

Net tangible assets

Nurses and Midwives Act

The Nurses and Midwives Act (Chapter 209) of Singapore, as


amended, modified or supplemented from time to time

Offer

The offering by our Company to the public in Singapore for


subscription of the Offer Shares at the Issue Price, subject to
and on the terms and conditions set out in this Offer
Document

Offer Date

The date on which an offer to grant an Option is made

Offer Document

This preliminary offer document dated 12 May 2015 issued by


our Company in respect of the Invitation

12

DEFINITIONS
Offer Shares

The 2,200,000 New Shares which are the subject of the Offer

Option

The right to subscribe for Shares granted pursuant to the rules


of the SOG ESOS

Option Shares

The Shares which may be issued or transferred upon the


exercise of the options granted pursuant to the SOG ESOS

PER

Price Earnings Ratio

Period Under Review

The period which comprises FY2012, FY2013 and FY2014

Placement

The placement of the Placement Shares by the Placement


Agent on behalf of our Company for subscription at the Issue
Price, subject to and on the terms and conditions set out in
this Offer Document

Placement Shares

The 41,400,000 New Shares which are the subject of the


Placement

PPS

Parenthood Priority Scheme

PRC

The Peoples Republic of China

Private Hospitals and


Medical Clinics Act

The Private Hospitals and Medical Clinics Act (Chapter 248)


of Singapore, as amended, modified or supplemented from
time to time

Private Hospitals and


Medical Clinics (Publicity)
Regulations

The Private Hospitals and Medical Clinics Act (Chapter 248,


Regulation 3) of Singapore

PTR

Parenthood Tax Rebate

Radiation Protection Act

Radiation Protection Act 2007 (Chapter 262) of Singapore, as


amended, modified or supplemented from time to time

Radiation Protection
Regulations

Radiation Protection (Ionising Radiation)


(Chapter 262, Regulation 2) of Singapore

Relevant Period

Period Under Review and from 1 January 2015 up to the


Latest Practicable Date

Remuneration Committee

The remuneration committee of our Company as at the date of


this Offer Document, unless otherwise stated

Securities Account

The securities account maintained by a Depositor with CDP


but does not include a securities sub-account

13

Regulations

DEFINITIONS
SFA

The Securities and Futures Act (Chapter 289) of Singapore,


as amended, modified or supplemented from time to time

SGXNET

The corporate announcement system maintained by the


SGX-ST for the submission of announcements by listed
companies

Share(s)

Ordinary share(s) in the capital of our Company

Shareholder(s)

Registered holder(s) of Share(s), except where the registered


holder is CDP, the term Shareholders shall, in relation to
such Shares, mean the depositors whose Securities Accounts
are credited with Shares

SOG ESOS

The SOG employee share option scheme

SOG PSP

The SOG performance share plan

Substantial Shareholder

A person who has an interest in the Share(s), the total votes


attached to which is not less than 5.0% of the total votes
attached to all the voting shares of the Company

Termination of Pregnancy
Act

Termination of Pregnancy Act (Chapter 324) of Singapore, as


amended, modified or supplemented from time to time

USA

The United States of America

CURRENCIES, UNITS AND OTHERS


sq ft

Square feet

S$ and cents

Singapore dollars and cents, respectively

% or per cent.

Per centum or percentage

The expressions Depositor, Depository Agent and Depository Register shall have the
meanings ascribed to them respectively in Section 130A of the Companies Act.
Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter genders
and vice versa. References to persons shall include corporations.
Any reference in this Offer Document, the Application Forms and/or the Electronic Applications to
any statute or enactment is a reference to that statute or enactment as for the time being amended
or re-enacted. Any word defined under the Companies Act, the SFA or any statutory modification
thereof and used in this Offer Document, the Application Forms and/or the Electronic Applications
shall, where applicable, have the meaning ascribed to it under the Companies Act, the SFA or any
statutory modification thereof, as the case may be.

14

DEFINITIONS
Any reference in this Offer Document, the Application Forms and/or the Electronic Applications to
Shares being allotted to an applicant includes allotment to CDP for the account of that Applicant.
Any reference to a time of day in this Offer Document, the Application Forms and/or the Electronic
Applications shall be a reference to Singapore time, unless otherwise stated.
References in this Offer Document to our Group, we, our, and us or any other grammatical
variations thereof shall unless otherwise stated, mean our Company, our Group or any member
of our Group, as the context requires.
Any discrepancies in the tables included herein between the listed amounts and the totals thereof
are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures which precede them.

15

GLOSSARY OF MEDICAL TERMS


To facilitate a better understanding of the business of our Company, the following glossary
contains certain medical and technical terms, and in some instances abbreviations, and its
corresponding explanations used by us in this Offer Document and in connection with our Group
and our business. The terms, abbreviations and definitions may not correspond to standard
medical industry meanings and their usage of these terms.
aesthetic medicine

Refers primarily to non-surgical procedures and the


occasionally minor surgical procedures to improve the
physical appearance of a person. These non-surgical
procedures are occasionally referred to as cosmetic
medicine, such procedures may include the use of radio
frequency lasers, intense pulse light, the use of fillers and
botox injections. The surgical procedures are referred to as
cosmetic surgery, as defined below

amniocentesis

Refers to a procedure used to diagnose foetal defects in the


early second trimester of pregnancy. A sample of the amniotic
fluid, which surrounds a foetus in the womb, is collected
through a pregnant womans abdomen using a needle and
syringe. Tests performed on foetal cells found in the sample
can reveal the presence of many types of genetic disorders,
thus allowing doctors and prospective parents to make
important decisions about early treatment and intervention

antenatal/prenatal

Refers to all or any of the period of pregnancy prior to the


delivery of the baby

caesarean section

A surgical procedure where the baby is delivered via a cut in


the lower abdomen and across the lower part of the uterus

cancer

Refers to a disease characterised by abnormal and


uncontrolled growth of cells which can spread to other parts of
the body

colposcopy

The use of a special instrument to examine the vagina and


cervix

cosmetic surgery

Differs from aesthetic medicine and cosmetic medicine as it


refers to a branch of surgery which involves procedures that
are carried out to improve the physical appearance of a
person. Such procedures may include liposuction, breast
augmentation and facelifts

embryo

Refers to a developing baby during the first trimester

fetus

Refers to the developing baby after the first trimester

gestation

Another word to describe pregnancy

16

GLOSSARY OF MEDICAL TERMS


gynaecology

Refers to the branch of medicine concerned with the care of


womens healthcare, including the breasts and reproductive
organs

IVF

In-vitro fertilisation

laparoscopy

A procedure that uses a laparoscope and that allows the


medical practitioner to visualise or look at the organs within
the abdominal cavity directly

LEEP

Loop electrosurgical excision procedure

mammogram

An X-ray of the breast which is used to screen and detect


breast cancer

obstetrician-gynaecologist

A specialist medical practitioner educated and trained in


womens healthcare

obstetrics

Refers to the branch of medicine concerned with the care and


treatment of women during pregnancy, labour, and after the
baby is born

oncology

Refers to the branch of medicine concerned with cancer,


which includes the diagnosis, treatment and its prevention

O&G

Obstetrics and gynaecology

paediatrics

Refers to the practice of medicine dealing with children, their


diseases, development and care

postnatal/postpartum

Refers to the period after delivery or childbirth

reconstructive surgery

A sub-set of cosmetic surgery concerned with the rebuilding


and reconstruction of damaged or lost structures either for
functional and/or aesthetic reasons

SLE

Systemic lupus erythematosus

TFR

Total fertility rate, being the average number of live births


each Singapore resident (i.e. citizens and permanent
residents) female would have during her reproductive years if
she were to experience the age-specific fertility rates
prevailing during the period

trimester

A term used in obstetrics denoting a period of three (3)


calendar months. A nine-month pregnancy is divided into
three (3) trimesters

17

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


All statements contained in this Offer Document, statements made in press releases and oral
statements that may be made by us or our Directors, Executive Officers or Employees acting on
our behalf, that are not statements of historical fact, constitute forward-looking statements. You
can identify some of these forward-looking statements by terms such as expects, believes,
plans, intends, estimates, anticipates, may, will, would, and could or similar words.
However, you should note that these words are not the exclusive means of identifying
forward-looking statements. All statements regarding our expected financial position, business
strategies, plans and prospects are forward-looking statements.
These forward-looking statements, including without limitation, statements as to:
(a)

our revenue and profitability;

(b)

expected growth in demand;

(c)

expected industry trends and development;

(d)

anticipated expansion plans;

(e)

anticipated commencement and completion date for projects; and

(f)

other matters discussed in this Offer Document regarding matters that are not historical fact,

are only predictions. These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance or achievements
to be materially different from any future results, performance or achievements expected,
expressed or implied by these forward-looking statements. These risks, uncertainties and other
factors include, among others:
(i)

changes in political, social, economic and stock or securities market conditions, and the
regulatory environment in the countries in which we conduct business;

(ii)

the risk that we may be unable to execute or implement our business strategies and future
plans;

(iii) changes in currency exchange or interest rates;


(iv) our anticipated growth strategies and expected internal growth;
(v)

changes in the availability and prices of materials which we require to operate our business;

(vi) changes in patients preferences;


(vii) changes in competitive conditions and our ability to compete under such conditions;
(viii) changes in our future capital needs and the availability of financing and capital to fund such
needs;
(ix) war or acts of international or domestic terrorism;
(x)

occurrences of catastrophic events, natural disasters and acts of God that affect our
business;
18

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


(xi) other factors beyond our control; and
(xii) the factors described in the section titled Risk Factors of this Offer Document.
These factors are discussed in greater detail in this Offer Document, in particular, but not limited
to the discussions under the sections titled Risk Factors and Managements Discussion and
Analysis of the Results of Operations and Financial Condition of this Offer Document. All
forward-looking statements made by or attributable to us, our Directors, our Executive Officers or
our Employees acting on our behalf, or persons acting on our behalf, contained in this Offer
Document are expressly qualified in their entirety by such factors. These forward-looking
statements are applicable only as of the date of this Offer Document.
Given the risks and uncertainties that may cause our actual future results, performance or
achievements to be materially different from that expected, expressed or implied by the
forward-looking statements in this Offer Document, undue reliance must not be placed on these
statements which apply only as at the date of this Offer Document. Neither our Company, the
Sponsor, Issue Manager, Underwriter and Placement Agent nor any other person represents or
warrants that our Groups actual future results, performance or achievements will be as discussed
in those statements. Our Company, the Sponsor, Issue Manager, Underwriter and Placement
Agent disclaim any responsibility to update any of those forward-looking statements or publicly
announce any revisions to those forward-looking statements to reflect future developments,
events or circumstances for any reason, even if new information becomes available or other
events occur in the future.
We are, however, subject to the provisions of the SFA and the Listing Manual regarding corporate
disclosure. In particular, pursuant to Section 241 of the SFA, if after the registration of this Offer
Document but before the close of the Invitation, our Company becomes aware of (a) a false or
misleading statement or matter in this Offer Document; (b) an omission from this Offer Document
of any information that should have been included in it under Section 243 of the SFA; or (c) a new
circumstance that has arisen since this Offer Document was lodged with the SGX-ST acting as
agent on behalf of the Authority and would have been required by Section 243 of the SFA to be
included in this Offer Document, if it had arisen before this Offer Document was lodged and it is
materially adverse from the point of view of an investor, we may, in consultation with the Sponsor,
Issue Manager, Underwriter and Placement Agent, lodge a supplementary or replacement offer
document with the SGX-ST acting as agent on behalf of the Authority.

19

SELLING RESTRICTIONS
This Offer Document does not constitute an offer, solicitation or invitation to subscribe for the New
Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not
authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. No
action has been or will be taken under the requirements of the legislation or regulations of, or of
the legal or regulatory requirements of any jurisdiction, except for the lodgement and/or
registration of this Offer Document in Singapore in order to permit a public offering of the New
Shares and the public distribution of this Offer Document in Singapore. The distribution of this
Offer Document and the offering of the New Shares in certain jurisdictions may be restricted by
the relevant laws in such jurisdictions. Persons who may come into possession of this Offer
Document are required by our Company, the Sponsor, Issue Manager, Underwriter and Placement
Agent to inform themselves about, and to observe and comply with, any such restrictions at their
own expense and without liability to our Company, and the Sponsor, Issue Manager, Underwriter
and Placement Agent.
Persons to whom a copy of this Offer Document has been issued shall not circulate to any other
person, reproduce or otherwise distribute this Offer Document or any information herein for any
purpose whatsoever nor permit or cause the same to occur.

20

DETAILS OF THE INVITATION


The Sponsor, Issue Manager, Underwriter and Placement Agent has made an application to the
SGX-ST for permission to deal in, and for quotation of, all our Shares already issued, the New
Shares which are the subject of the Invitation, the Option Shares and the Award Shares on
Catalist. The dealing in, and quotation of, our Shares, the New Shares, the Option Shares and the
Award Shares will be in Singapore dollars.
Companies listed on Catalist may carry higher investment risk when compared with larger or more
established companies listed on the Main Board of the SGX-ST. In particular, companies may list
on Catalist without a track record of profitability and there is no assurance that there will be a liquid
market in the shares or units of shares traded on Catalist. You should be aware of the risks of
investing in such companies and should make the decision to invest only after careful
consideration and, if appropriate, consultation with your professional adviser(s).
The Invitation is made in or accompanied by this Offer Document that has been registered by the
SGX-ST acting as agent on behalf of the Authority. We have not lodged or registered this Offer
Document in any other jurisdiction.
Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer
Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of
this Offer Document, including the correctness of any of the statements or opinions made or
reports contained in this Offer Document. The SGX-ST does not normally review the application
for admission but relies on the Sponsor, Issue Manager, Underwriter and Placement Agent
confirming that our Company is suitable to be listed on Catalist and complies with the rules of the
Listing Manual. Neither the Authority nor the SGX-ST has in any way considered the merits of the
New Shares being offered for investment.
The registration of this Offer Document by the SGX-ST acting as agent on behalf of the Authority,
does not imply that the SFA, or any other legal or regulatory requirements, or requirements under
the SGX-STs listing rules, have been complied with.
Acceptance of applications will be conditional upon the issue of the New Shares and the listing
and quotation of all our existing issued Shares, the New Shares, the Option Shares and the Award
Shares. Monies paid in respect of any application accepted will be returned to you at your own
risk, without interest or any share of revenue or other benefit arising therefrom, if the admission
and listing do not proceed, and you will not have any claims against us, and the Sponsor, Issue
Manager, Underwriter and Placement Agent.
After the expiration of six (6) months from the date of registration of this Offer Document, no
person shall make an offer of securities, or allot, issue or sell any of our Shares, on the basis of
this Offer Document; and no officer or equivalent person or promoter of our Company will
authorise or permit the offer of any of our Shares or the allotment, issue or sale of any of our
Shares, on the basis of this Offer Document.
We are subject to the provisions of the SFA and the Listing Manual regarding corporate disclosure.
In particular, pursuant to Section 241 of the SFA, if after this Offer Document is registered but
before the close of the Invitation, we become aware of:
(a)

a false or misleading statement in this Offer Document;

(b)

an omission from this Offer Document of any information that should have been included in
it under Section 243 of the SFA; or

21

DETAILS OF THE INVITATION


(c)

a new circumstance that has arisen since this Offer Document was lodged which would have
been required by Section 243 of the SFA to be included in this Offer Document, if it had arisen
before this Offer Document was lodged,

and that is materially adverse from the point of view of an investor, we may lodge a supplementary
or replacement offer document pursuant to Section 241 of the SFA.
In the event that a supplementary or replacement offer document is lodged with the SGX-ST, the
Application List shall be kept open for at least fourteen (14) days after the lodgement of such
supplementary or replacement offer document.
Where prior to the lodgement of the supplementary or replacement offer document, applications
have been made under this Offer Document to subscribe for the New Shares and:
(a)

where the New Shares have not been issued to the applicants, we shall either:
(i)

within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of
lodgement of the supplementary or replacement offer document, give the applicants
notice in writing of how to obtain, or arrange to receive, a copy of the same and provide
the applicants with an option to withdraw their applications, and take all reasonable
steps to make available within a reasonable period the supplementary or replacement
offer document to the applicants who have indicated they wish to obtain, or who have
arranged to receive, a copy of the supplementary or replacement offer document;

(ii)

within seven (7) days from the date of lodgement of the supplementary or replacement
offer document, give the applicants the supplementary or replacement offer document,
as the case may be, and provide the applicants with an option to withdraw their
applications; or

(iii) treat the applications as withdrawn and cancelled, in which case the applications shall
be deemed to have been withdrawn and cancelled, and we shall, within seven (7) days
from the date of lodgement of the supplementary or replacement offer document, pay
the applicants all monies the applicants have paid on account of their applications for
the New Shares; or
(b)

where the New Shares have been issued to the applicants, we shall either:
(i)

within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of
lodgement of the supplementary or replacement offer document, give the applicants
notice in writing of how to obtain, or arrange to receive, a copy of the same and provide
the applicants with an option to return to us the New Shares which they do not wish to
retain title in, and take all reasonable steps to make available within a reasonable
period the supplementary or replacement offer document to the applicants who have
indicated they wish to obtain, or who have arranged to receive, a copy of the
supplementary or replacement offer document;

(ii)

within seven (7) days from the date of lodgement of the supplementary or replacement
offer document, give the applicants the supplementary or replacement offer document,
as the case may be, and provide the applicants with an option to return to us the New
Shares which they do not wish to retain title in; or

22

DETAILS OF THE INVITATION


(iii) treat the issue of the New Shares as void, in which case the issue shall be deemed void
and we shall within seven (7) days from the date of lodgement of the supplementary or
replacement offer document, pay the applicants all monies the applicants have paid on
account of their applications for the New Shares.
An applicant who wishes to exercise his option under paragraph (a)(i) or (ii) to withdraw his
application shall, within fourteen (14) days from the date of lodgement of the supplementary or
replacement offer document, notify us of this, whereupon we shall, within seven (7) days from the
receipt of such notification, pay to him all monies paid by him on account of his application for the
New Shares.
An applicant who wishes to exercise his option under paragraph (b)(i) or (ii) to return the New
Shares issued to him shall, within fourteen (14) days from the date of lodgement of the
supplementary or replacement offer document, notify us of this and return all documents, if any,
purporting to be evidence of title to those New Shares, to us, whereupon we shall, within seven
(7) days from the receipt of such notification and documents, if any, pay to him all monies paid by
him for those New Shares, and the issue of those New Shares shall be deemed to be void.
Pursuant to Section 242 of the SFA, the Authority may, in certain circumstances issue a stop order
(the Stop Order) to our Company, directing that no Shares or no further Shares to which this
Offer Document relates, be allotted or issued. Such circumstances will include a situation where
this Offer Document contains any statement or matter which, in the Authoritys opinion, is (i) false
or misleading, (ii) omits any information that should have been included in it under the SFA, or (iii)
does not, in the Authoritys opinion, comply with the requirements of the SFA.
In the event that the Authority issues a Stop Order and applications to subscribe for the New
Shares have been made prior to the Stop Order, then:
(a)

where the New Shares have not been issued to the applicants, the applications for the New
Shares shall be deemed to have been withdrawn and cancelled and we shall, within fourteen
(14) days from the date of the Stop Order, pay to the applicants all monies the applicants
have paid on account of their applications for the New Shares; or

(b)

where the New Shares have been issued to the applicants, the issue of the New Shares shall
be deemed to be void and we shall, within fourteen (14) days from the date of the Stop Order,
pay to the applicants all monies paid by them for the New Shares.

Where monies are to be returned to applicants for the New Shares, they shall be paid to the
applicants without any interest or share of revenue or benefit arising therefrom at the applicants
own risk, and the applicants will not have any claim against our Company, and the Sponsor, Issue
Manager, Underwriter and Placement Agent.
This Offer Document has been seen and approved by our Directors and they collectively and
individually accept full responsibility for the accuracy of the information given in this Offer
Document and confirm after making all reasonable enquiries, that to the best of their knowledge
and belief, this Offer Document constitutes full and true disclosure of all material facts about the
Invitation and our Group, and our Directors are not aware of any facts, the omission of which
would make any statement in this Offer Document misleading. Where information in this Offer
Document has been extracted from published or otherwise publicly available sources or obtained
from a named source, the sole responsibility of our Directors has been to ensure that such
information has been accurately and correctly extracted from those sources and/or reproduced in
this Offer Document in its proper form and context.
23

DETAILS OF THE INVITATION


Neither our Company, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any
other parties involved in the Invitation is making any representation to any person regarding the
legality of an investment in our Shares by such person under any investment or other laws or
regulations. No information in this Offer Document should be considered as being business, legal
or tax advice regarding an investment in our Shares. Each prospective investor should consult his
own legal, financial, tax or other professional adviser regarding an investment in our Shares.
The New Shares are offered for subscription solely on the basis of the information contained and
the representations made in this Offer Document.
No person has been or is authorised to give any information or to make any representation not
contained in this Offer Document in connection with the Invitation and, if given or made, such
information or representation must not be relied upon as having been authorised by us, or the
Sponsor, Issue Manager, Underwriter and Placement Agent. Neither the delivery of this Offer
Document, the Application Forms nor any document relating to the Invitation shall, under any
circumstances, constitute a continuing representation or create any suggestion or implication that
there has been no change in the affairs of our Company or our subsidiaries or in any statement
of fact or information contained in this Offer Document since the date of this Offer Document.
Where such changes occur and are material or are required to be disclosed by law, we will
promptly make an announcement of the same to the SGX-ST and if required under the SFA, a
supplementary or replacement offer document will be issued and made available to the public
after a copy thereof has been lodged with the SGX-ST acting as agent on behalf of the Authority.
All applicants should take note of any such announcement and/or supplementary or replacement
offer document and, upon the release of such an announcement and/or supplementary or
replacement offer document, shall be deemed to have notice of such changes.
Save as expressly stated in this Offer Document, nothing herein is, or may be relied upon as, a
promise or representation as to the future performance or policies of our Company or our
subsidiaries.
This Offer Document has been prepared solely for the purpose of the Invitation and may not be
relied upon by any persons other than the applicants in connection with their application for the
New Shares or for any other purpose.
This Offer Document does not constitute an offer, solicitation or invitation to subscribe for
the New Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful
or is not authorised or to any person to whom it is unlawful to make such offer, solicitation
or invitation.
Copies of this Offer Document and the Application Forms may be obtained on request, subject to
availability, during office hours from:
Hong Leong Finance Limited
16 Raffles Quay
#01-05, Hong Leong Building
Singapore 048581
An electronic copy of this Offer Document is also available on the SGX-ST website at
http://www.sgx.com.

24

DETAILS OF THE INVITATION


The Application List will open at [] a.m. on [] and will remain open until [] on the same
day or for such further period or periods as our Directors may, in consultation with the
Sponsor, Issue Manager, Underwriter and Placement Agent, in their absolute discretion
decide, subject to any limitation under all applicable laws. In the event a supplementary or
replacement offer document is lodged with the SGX-ST acting as agent on behalf of the
Authority, the Application List will remain open for at least fourteen (14) days after the
lodgement of the supplementary or replacement offer document.
Details of the procedures for applications to subscribe for the New Shares are described under the
section titled Terms, Conditions and Procedures for Applications as set out in Appendix H of this
Offer Document.

25

INDICATIVE TIMETABLE FOR LISTING


An indicative timetable for the Invitation and trading of our Shares is set out below for reference
of applicants:
Indicative Time and Date

Event

[] on [] 2015

Opening of Application List

[] on [] 2015

Close of Application List and closing date and time for the
Invitation

[] 2015

Balloting of applications, if necessary (in the event of oversubscription for the New Shares)
Commence returning or refunding of application monies to
unsuccessful or partially successful applicants

[] on [] 2015

Commence trading on a ready basis

[] 2015

Settlement date for all trades done on a ready basis

All dates and times referred to above are Singapore dates and times. The above timetable is only
indicative as it assumes that the date of closing of the Application List is [] 2015, the date of
admission of our Company to the Official List of the Catalist of the SGX-ST is [] 2015, the
SGX-STs shareholding spread requirement will be complied with and the New Shares will be
issued and allotted (as the case may be) and fully paid-up prior to [] 2015. The actual date on
which our Shares will commence trading on a ready basis will be announced when it is
confirmed by the SGX-ST.
The above timetable and procedures may be subject to such modification as the SGX-ST may, in
its absolute discretion, decide, including the decision to permit trading on a ready basis and the
commencement date of such trading.
Investors should consult the SGX-STs announcement on the ready trading date on the
internet (on the SGX-STs website at http://www.sgx.com) or the newspapers, or check with
their brokers on the date on which trading on a ready basis will commence.
We, with the agreement of the Sponsor, Issue Manager, Underwriter and Placement Agent, may
at our discretion, subject to all applicable laws and regulations and the rules of SGX-ST, agree to
extend or shorten the period during which the Invitation is open.
In the event of any changes in the close of the Application List or the time period during which the
Invitation is open, we will publicly announce the same:
(a)

through a SGXNET announcement to be posted on the internet at the SGX-STs website at


http://www.sgx.com; and

(b)

in a major English language newspaper in Singapore.

26

INDICATIVE TIMETABLE FOR LISTING


We will publicly announce details of the results of the Invitation (including the level of subscription
for the New Shares and the basis of allotment and/or allocation of the New Shares pursuant to the
Invitation), as soon as it is practicable after the close of the Application List through the channels
described in (a) and (b) above.
We reserve the right to reject or accept, in whole or in part, or to scale down or ballot any
application for the New Shares, without assigning any reason therefor, and no enquiry and/or
correspondence on our decision will be entertained. In deciding the basis of allotment and/or
allocation, due consideration will be given to the desirability of allotting and/or allotting the New
Shares to a reasonable number of applicants with a view to establishing an adequate market for
our Shares.

27

PLAN OF DISTRIBUTION
The Issue Price is determined by us in consultation with the Sponsor, Issue Manager, Underwriter
and Placement Agent after taking into consideration, inter alia, prevailing market conditions and
the estimated market demand for our Shares determined through a book-building process. The
Issue Price is the same for all New Shares and is payable in full on application.
OFFER SHARES
The Offer Shares are made available to members of the public in Singapore for subscription at the
Issue Price. Applications for the Offer Shares may be made by way of Offer Shares Application
Forms or by way of Electronic Applications. The terms, conditions and procedures for applications
are described in Appendix H of this Offer Document.
An applicant who has made an application for Offer Shares by way of printed Offer Shares
Application Forms may not make another separate application for Offer Shares by way of an
Electronic Application and vice versa. Such separate application shall be deemed to be multiple
applications and shall be rejected.
In the event of an under-subscription for the Offer Shares as at the close of the Application List,
that number of Offer Shares not subscribed for shall be made available to satisfy excess
applications for the Placement Shares to the extent that there is an over-subscription for the
Placement Shares as at the close of the Application List.
In the event of an over-subscription for the Offer Shares as at the close of the Application List
and/or the Placement Shares are fully subscribed or over-subscribed for as at the close of the
Application List, the successful applications for the Offer Shares will be determined by ballot or
otherwise as determined by our Directors, and the Sponsor, Issue Manager, Underwriter and
Placement Agent and approved by the SGX-ST (if required).
PLACEMENT SHARES
The Placement Shares are reserved for placement to retail and institutional investors who may
apply through their brokers or financial institutions. Applications for the Placement Shares must be
made by way of Placement Shares Application Forms or other such forms of application as the
Sponsor, Issue Manager, Underwriter and Placement Agent deem appropriate. The terms,
conditions and procedures for applications are described in Appendix H of this Offer Document.
In the event of an under-subscription for the Placement Shares as at the close of the Application
List, that number of Placement Shares not subscribed for shall be made available to satisfy excess
applications for the Offer Shares to the extent that there is an over-subscription for the Offer
Shares as at the close of the Application List.
Subscribers of the Placement Shares may be required to pay a brokerage of up to 1.0% of the
Issue Price (plus GST thereon and any other similar charges if applicable) to the Placement Agent
or any sub-placement agent that may be appointed by the Placement Agent.
None of our Directors, Executive Officers, Substantial Shareholders or Employees intend to
subscribe for more than 5.0% of the New Shares. The Independent Directors intend to apply for
Placement Shares not amounting to 5.0% of the New Shares.
To the best of our knowledge and belief, we are not aware of any person who intends to subscribe
for more than 5.0% of the New Shares. However, through a book-building process to assess
market demand for our Shares, there may be person(s) who may indicate an interest to subscribe
28

PLAN OF DISTRIBUTION
for Shares amounting to more than 5.0% of the New Shares. If such person(s) were to make an
application for Shares amounting to more than 5.0% of the New Shares and are subsequently
allotted such number of Shares, we will make the necessary announcements at an appropriate
time. The final allotment of Shares will be in accordance with the shareholding spread and
distribution guidelines as set out in the Listing Manual.
No Shares shall be allotted on the basis of this Offer Document later than six (6) months after the
date of registration of this Offer Document by the SGX-ST acting as agent on behalf of the
Authority.

29

OFFER DOCUMENT SUMMARY


The following summary highlights certain information found in greater detail elsewhere in this
Offer Document. Terms defined elsewhere in this Offer Document have the same meaning when
used herein. In addition to this summary, we urge you to read the entire Offer Document carefully,
especially the section titled Risk Factors of this Offer Document, before deciding to invest in our
Shares.
OVERVIEW OF OUR GROUP
Our Company
Our Company was incorporated in Singapore on 6 January 2011 under the Companies Act as a
private limited company under the name of Singapore Medicine Specialists Pte. Ltd. On 26
August 2011, our Company was renamed Singapore O&G Pte. Ltd. to better reflect the nature
of our Groups core services. Subsequently, on [] May 2015, our Company was converted into a
public company and changed its name to Singapore O&G Ltd..
Our Business
We are in the business of providing healthcare services to women, with a particular focus on the
female reproductive system, pregnancy care and delivery, and gynaecological and breast cancer.
Since incorporation, our Group has progressed steadily.
No. of Specialist
Medical
Practitioners

No. of Clinics

No. of Locations

As at 31 December 2011

As at 31 December 2012

As at 31 December 2013

As at 31 December 2014

As at the Latest Practicable Date, we have seven (7) physicians in our Group, comprising six (6)
O&G specialist medical practitioners and one (1) breast and general surgeon, and we operate
eight (8) clinics in five (5) different locations. We have two (2) clinics in Parkway East Medical
Centre, three (3) clinics in Gleneagles Medical Centre, one (1) clinic in Thomson Medical Centre,
one (1) clinic in Mount Elizabeth Novena Specialist Centre, and one (1) clinic in Cassia Crescent.
Please refer to the sections titled General Information on our Group Our Medical Clinics and
General Information on our Group Our Specialist Medical Practitioners of this Offer Document
for more information.
Our revenue is derived from the provision of O&G services, which includes general and ancillary
surgical services, breast and gynaecological cancer treatments, and medication and
supplements. The most important of these are as follows:

obstetrics including antenatal care, child birth and related diagnosis;

delivery and surgical services;

gynaecological including laparoscopic, hysteroscopy and related procedures;

30

OFFER DOCUMENT SUMMARY

breast care services;

gynae-oncology services;

clinical procedures;

screening and testing;

the sale of medication and supplements; and

surgical and ancillary services.

Please refer to the section titled General Information on our Group Our Business of this Offer
Document for more information.
Our Competitive Strengths
We believe our main competitive advantages are:

we are well-established specialist medical practitioners in womens healthcare;

we have a dedicated management team with relevant industry experience;

we have a disciplined and focused direction; and

we have conveniently-located clinics in the central and east regions of Singapore.

Please refer to the section titled General Information on our Group Competitive Strengths of
this Offer Document for more information.
Our Business Strategies and Future Plans
Our business strategies and future plans are as follows:

expand our business operations locally and regionally through organic growth, joint ventures
and acquisitions;

investments in associates, specialist medical practitioners and synergistic businesses; and

diversify and grow our patient base.

Please refer to the section titled General Information on our Group Our Business Strategies and
Future Plans of this Offer Document for more information.

31

OFFER DOCUMENT SUMMARY


Our Contact Details
Our registered and principal office is located at 34 Cassia Crescent, #01-80, Singapore 390034.
Our telephone number is +65 6440 4123 and our facsimile number is +65 6440 8240. Our
Company Registration Number is 201100687M. Our internet address is http://www.sog.com.sg.
Information contained in our website does not constitute part of this Offer Document.
FINANCIAL HIGHLIGHTS
You should read the following summary financial information in conjunction with the full text of this
Offer Document, including the Audited Combined Financial Statements of Singapore O&G Ltd.
and its Subsidiaries for the Financial Years ended 31 December 2012, 2013 and 2014 and the
Unaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and its
Subsidiaries for the Financial Year ended 31 December 2014 as set out in Appendices A and B,
respectively, of this Offer Document as well as the section titled Managements Discussion and
Analysis of Results of Operations and Financial Position of this Offer Document.
Selected items from the Audited Combined Statement of Comprehensive Income of our
Group (1)
(S$000)

FY2012

FY2013

FY2014

8,116

8,642

13,547

3,426

3,720

5,039

Profit after tax (4)

3,001

3,120

4,248

Profit attributable to equity


holders of the Company

3,001

3,120

4,248

200

200

174,400

1.72

1.79

2.44

1.38

1.43

1.95

Revenue (2)
Profit before tax

(3)

Number of Shares
EPS (cents)

(5)

EPS (adjusted for New Shares)


(cents) (6)

32

OFFER DOCUMENT SUMMARY


Selected items from the Audited Combined Statements of Financial Position and Unaudited
Pro Forma Combined Statement of Financial Position (7)
(S$000)

Current assets
Non-current assets
Current liabilities
Non-current liabilities

Audited
As at
31 December
2012

Audited
As at
31 December
2013

Audited
As at
31 December
2014

Unaudited
Pro Forma
As at
31 December
2014

5,545

8,020

13,412

11,930

307

407

1,444

1,444

(910)

(1,658)

(2,987)

(2,987)

(75)

(7)

(13)

(13)

Shareholders equity

4,868

6,761

11,856

10,374

NTA

4,868

6,761

11,856

10,374

200

200

174,400

174,400

2.79

3.88

6.80

5.95

Number of Shares
NTA per Share
(cents) (8)
Notes:
(1)

Please refer to the Audited Combined Financial Statements of Singapore O&G Ltd. and its Subsidiaries for the
Financial Years ended 31 December 2012, 2013 and 2014 as set out in Appendix A of this Offer Document.

(2)

Revenue comprises fees for consultation, investigation, medication and procedures.

(3)

Profit before tax is after taking into account other operating income, deducting salaries, depreciation, other
operating expenses and financing income/expenses.

(4)

Profit after tax is after providing for anticipated corporation tax.

(5)

For comparative purposes, EPS is calculated based on the profit after tax for the year and the pre-Invitation share
capital of our Company of 174,400,000 Shares.

(6)

For comparative purposes, EPS is calculated based on the profit after tax for the year and the post-Invitation share
capital of our Company of 218,000,000 Shares.

(7)

Please refer to the Unaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and its
Subsidiaries for the Financial Year ended 31 December 2014 as set out in Appendix B of this Offer Document. The
Unaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and its Subsidiaries for the Financial
Year ended 31 December 2014 has been prepared for illustrative purposes only, and is based on certain
assumptions, and after making certain adjustments to show what the financial position and cash flow of the pro
forma Group for the financial year ended 31 December 2014 would have been if the final dividend of 35% of net
income amount of S$1,482,400 had been paid during the financial year ended 31 December 2014.

(8)

For comparative purposes, NTA per Share is calculated based on the net tangible assets and the pre-Invitation
share capital of our Company of 174,400,000 Shares.

33

THE INVITATION
Issue Size

43,600,000 New Shares by way of Offer and Placement.


The New Shares, which form part of the Invitation, shall upon
allotment and issue be free from all pre-emption rights,
charges, liens and other encumbrances and, rank in all
respects pari passu with our existing issued Shares.

Issue Price

S$[] for each New Share.

The Offer

The Offer comprises an invitation by our Company of


2,200,000 Offer Shares to the public in Singapore for
subscription at the Issue Price, upon the terms and subject to
the conditions of this Offer Document.

The Placement

The Placement comprises a placement by the Placement


Agent on behalf of our Company of 41,400,000 Placement
Shares at the Issue Price, upon the terms and subject to the
conditions of this Offer Document.

Clawback and
Re-allocation

The New Shares may be re-allocated between the Offer and


the Placement at the discretion of the Sponsor, Issue
Manager, Underwriter and Placement Agent in the event of an
excess of applications in one and a deficit of applications in
the other.

Purpose of the Invitation

Our Directors believe that the listing of our Company and the
quotation of our Shares on Catalist will enhance our public
image locally and internationally and enable us to tap the
capital markets to fund the expansion of our business
operations. The Invitation will also provide members of the
public and our Employees with an opportunity to participate in
the equity of our Company. Please refer to the section titled
Use of Proceeds and Listing Expenses of this Offer
Document for more information.

Listing Status

There has been no public market for our Shares prior to the
Invitation. Our Shares will be quoted in Singapore dollars on
the SGX-ST, subject to the admission of our Company to the
Official List of the Catalist of the SGX-ST and permission for
dealing in, and for quotation of, our Shares, the New Shares,
the Option Shares and the Award Shares being granted by the
SGX-ST and the Authority not issuing a Stop Order.

Risk Factors

Investing our Shares involve risks which are described in the


section titled Risk Factors of this Offer Document.

34

RISK FACTORS
An investment in our Shares involves risks. Prospective investors should carefully consider and
evaluate each of the following considerations and all other information set forth in this Offer
Document before deciding to invest in our Shares. The following describes some of the significant
risks known to us now that could directly or indirectly affect us and the value or trading price of
our Shares. The following does not state risks unknown to us now but which could occur in future,
and risks which we currently believe to be immaterial, which could turn out to be material. Should
these risks occur or turn out to be material, they could materially and adversely affect our
business, financial condition, results of operations and prospects. To the best of our Directors
knowledge and belief, all risk factors which are material to investors in making an informed
judgment of our Group have been set out below. If any of the following considerations,
uncertainties or material risks develop into actual events, our business, operations, prospects,
financial conditions and/or results of operations could be materially and adversely affected. In
such cases, the trading price of our Shares could decline and investors may lose all or part of their
investment in our Shares.
This Offer Document also contains forward-looking statements having direct and/or indirect
implications on our future performance. Investors should also consider the information provided
below in connection with the forward-looking statements in this Offer Document and the warning
regarding forward-looking statements at the beginning of this Offer Document. Our actual results
may differ materially from those anticipated by these forward-looking statements due to certain
factors, including the risks and uncertainties faced by us, as described below and elsewhere in
this Offer Document.
RISKS RELATING TO OUR BUSINESS AND THE INDUSTRY IN WHICH WE OPERATE
We are subject to regulations and licensing requirements for our operations
The healthcare industry is highly regulated. We and our healthcare professionals are subject to
laws and regulations, including for example, the Private Hospitals and Medical Clinics Act, the
Medical Registration Act and the Nurses and Midwives Act. Any adverse changes in such laws and
regulations or the introduction of new applicable laws and regulations could result in, among
others, more stringent requirements and/or an increase in compliance costs, which could
materially and adversely affect our business, financial condition and results of operations.
Further, the relevant authorities such as MOH and SMC may suspend or deny renewal of licenses
in respect of our business operations and healthcare professionals if they determine that we or our
healthcare professionals do not meet the applicable standards and this could also materially and
adversely affect the business, financial condition and results of operations of our Group.
We may not be able to obtain the requisite approvals, licenses and/or permits or renew our
current approvals, licenses and/or permits upon their expiration
We and our healthcare professionals require various approvals, licenses and/or permits to
operate, and the obtaining of these requisite approvals, licenses and/or permits and the renewal
of the same are subject to compliance with the relevant laws and regulations. While we have not
experienced any issues with obtaining or renewing these requisite approvals, licenses and/or
permits as at the Latest Practicable Date, there is no assurance that we will be able to do so upon
their expiration. In addition, any changes to the existing laws and regulations may require us to
apply for new approvals, licenses and/or permits and there is no assurance that we will be able
to obtain these new approvals, licenses and/or permits.

35

RISK FACTORS
In the event that we are unable to obtain or renew the requisite approvals, licenses and/or permits,
or such approvals, licenses and/or permits are withdrawn by us, we may be required to cease
development or operations and our business, financial condition and results of operations of our
Group may be adversely affected.
We are dependent on certain key management personnel
Our continued success is dependent on certain members of our management team, including
some who have been with our Group since its inception, to manage our current operations and
meet future business challenges. Our Executive Directors and Executive Officers are responsible
for formulating and implementing our growth, corporate development and overall business
strategies. While we have entered into service agreements with each of our Executive Directors
(please refer to the section titled Directors, Executive Officers and Employees Service
Agreements), any loss of the services of any of our key management personnel without a suitable
and timely replacement could materially and adversely affect the business, financial condition and
results of operations of our Group.
We are dependent on our key specialist medical practitioners
We are dependent on certain of our specialist medical practitioners. In particular, the services of
Dr. Lee Keen Whye, Dr. Heng Tung Lan, Dr. Beh Suan Tiong and Dr. Choo Wan Ling are integral
to the development and business of our Group. Together, they contributed an aggregate of 93.1%,
90.3% and 93.1% of our revenue for FY2012, FY2013 and FY2014, respectively. Although we
have entered into service agreements with each of Dr. Lee Keen Whye, Dr. Heng Tung Lan, Dr.
Beh Suan Tiong and Dr. Choo Wan Ling (please refer to the section titled Directors, Executive
Officers and Employees Service Agreements), and while we will continue to develop our talent
pool in order to ensure continuity, any loss of the services of any of our key specialist medical
practitioners without a suitable and timely replacement could materially and adversely affect the
business, financial condition and results of operations of our Group.
We are dependent on our ability to attract and retain skilled and qualified healthcare
professionals including specialist medical practitioners
Our business operations comprise primarily the provision of specialist medical services. Our
market presence, reputation and growth are dependent on our ability to attract skilled and
qualified healthcare professionals. These include specialist medical practitioners in the fields of
obstetrics, gynaecology, oncology, infertility treatments and paediatrics, as well as nurses and
other clinical staff. We compete for these personnel with other healthcare providers.
The demand for healthcare professionals is highly competitive. Healthcare professionals require
professional licences to practice, and it may take several years for them to obtain the requisite
training. In the case of specialist medical practitioners, the training period can be up to fifteen (15)
years and even longer for certain medical specialties. Our ability to attract such persons depends
on, inter alia, our reputation, professional relationships and compensation. We may not compare
favourably with other healthcare providers on one or more of these factors.
Most of our specialist medical practitioners are employed on fixed term contracts and there is no
assurance that they will not leave or renew their employment with us upon the expiry of their
employment contracts. Some of our other specialist medical practitioners may be visiting
consultants and there is no assurance that they will continue to be our visiting consultants.
Further, we may not be able to successfully attract and recruit highly qualified specialist medical
practitioners in the future in line with our expansion plans. Any loss of the services of any of our
36

RISK FACTORS
specialist medical practitioners without suitable and timely replacements or an inability to attract
and recruit qualified specialist medical practitioners could materially and adversely affect the
business, financial condition and results of operations of our Group.
We are dependent on our ability to recruit and develop specialist medical practitioners for
our growth and continuity
Our Group has been successful in recruiting and developing technically strong specialist medical
practitioners. We have helped them build a quality patient list by referring patients from our more
established specialist medical practitioners, by promoting our specialist medical practitioners
through our corporate social responsibility initiatives and through our other marketing channels.
If we are unable to build such a list for our specialist medical practitioners within our targeted time
span, we may not be able to generate a satisfactory return on the monies we invested in these
specialist medical practitioners. In such an event, there may be a material adverse effect on the
business, financial condition and results of operations of our Group.
We do not have a long operating history
Our Company was incorporated on 6 January 2011 and we only started operations as a group
following the Restructuring Exercise in 2013 (please refer to the section titled Restructuring
Exercise of this Offer Document for more details). As such, we do not have the relevant operating
history on which our past performance may be judged. This will make it more difficult for investors
to assess our Groups likely future performance and for investors to determine if our Group will be
able to meet our projected business plan.
Our medical clinics are subject to lease renewals and relocation risks
Currently, we lease the premises of all of our medical clinics. Upon the expiry of such lease term,
the landlords have the right to review and revise the terms and conditions of such lease
agreements. We therefore face the risk of an increase in rental or not being able to renew the
leases on terms and conditions favourable to us or at all. Any increase in rental or relocation would
increase our operating expenses. Further, in the event that our existing lease agreements are not
renewed upon their expiry and suitable alternative locations cannot be found in a timely manner
or at all, we may have to suspend the operations of affected medical clinics. Accordingly, the
occurrence of any of the foregoing may have a material adverse impact on the financial condition
and results of operations of our Group.
Challenges that affect the healthcare industry may have an impact on our operations
We are impacted by the challenges currently facing the healthcare industry. We believe that the
key ongoing industry-wide challenges are providing high quality patient care in a competitive
environment and managing costs (especially the high cost of rental and staff salaries and
benefits).
In addition, our business, financial position, results of operations and prospects may be affected
by other factors that affect the entire healthcare industry such as:

technological and pharmaceutical improvements that increase the cost of providing, or


reduce the demand for, healthcare services;

general economic and business conditions at local, regional, national and international
levels;
37

RISK FACTORS

demographic changes;

an increase in the threat of terrorism or armed conflicts and the occurrence of natural and
man-made disasters that affect travel security or the global economy which could reduce the
volume of medical travellers;

improvements in the level of quality of healthcare services in neighbouring countries that


may affect the stream of medical travellers coming to our medical facilities;

changes in the supply distribution chain or other factors that increase the cost of supplies;

stricter regulations governing protection of sensitive or confidential patient information from


unauthorised disclosure;

stricter regulations governing the purchase of medications and pharmaceutical drugs, which
are highly regulated; and

reputational and potential financial risk to our operations caused by the independent actions
of doctors, including the prices they charge patients for their services.

In particular, the patient volumes and operating income at our medical clinics are subject to
economic and seasonal variations caused by a number of factors, including, but not limited to:

unemployment levels;

the cultural and business environment of local communities and in the home countries of
medical travellers;

the number of uninsured and underinsured patients in local communities;

seasonal cycles of illness; and

climate and weather conditions.

Any failure by us to effectively manage these challenges may have a material adverse effect on
our business, financial position, results of operations and prospects.
Our operations are located only in Singapore, which makes us sensitive to regulatory,
economic, social, political, environmental and competitive conditions and changes in
Singapore
While we have plans to eventually expand overseas, our operations are currently located only in
Singapore, and our healthcare professionals are licensed to practise only in Singapore. This
concentration makes us particularly sensitive to regulatory, social, political, economic,
environmental and competitive conditions and changes in Singapore. Any material change in the
current government insurance payment systems or policies, regulatory, economic, environmental
or competitive conditions in Singapore may have a disproportionate and material adverse effect
on our business, financial position, results of operations and prospects.

38

RISK FACTORS
An inability to keep abreast of advances in technology will affect our competitive edge and
hence our financial performance adversely
We need to continually keep up with advances in medical technology relevant to our business.
Rapid changes in the healthcare industry require sourcing for and investing in new equipment and
technology. From time to time, we also need to upgrade existing equipment and facilities. This
may require significant capital expenditure.
If we are unable to adapt to and to acquire such advances in technology, demand for our
healthcare services may decline. There is also no assurance that we will be able to recover the
financial outlay for these equipment and technology should patients expectations for these
services not be met. As a result, there may be a material adverse effect on the business, financial
condition and results of operations of our Group.
We may not be able to compete successfully with our competitors
The industry in which we operate is highly competitive. We face competition from other healthcare
service providers in Singapore and overseas from both the public and private sectors, some of
whom may have longer operating histories, wider range of services, more advanced technologies
and equipment, greater brand recognition and/or greater financial resources. Such competitors
may be in a better position to expand their market share. Increased competition may result in
lower profit margins and a loss of market share for our Group. There is no assurance that we will
be able to compete against our competitors effectively in the future and this could materially and
adversely affect the business, financial condition and results of operations of our Group.
We are subject to risks of complaints, claims and regulatory actions arising from the
provision of our healthcare services
The provision of professional healthcare services entails inherent risks of liability. While we have
not been the subject of any material complaints, claims or regulatory actions arising from the
provision of our healthcare services, we are exposed to the risks of the same being made against
us, and the risks of litigation and potential liability arising from the conduct of our business and the
provision of professional healthcare services.
As a specialist medical group providing, inter alia, screening, testing, advice, treatment and
surgical services for complex medical conditions, which do not have guaranteed positive
outcomes, we are susceptible to complaints, allegations and legal actions, with or without merit,
which may be made or taken against us and/or our healthcare professionals in relation to, inter
alia, our services, pricing, marketing activities, negligence or medical malpractice. Indeed, our
specialist medical practitioners often provide the foregoing services based upon, inter alia,
consultations with patients, and the results of lab and diagnostic tests, which may at times be
imprecise and/or inaccurate. As a result, we may from time to time be involved in material disputes
with various parties in the ordinary course of our business. These complaints, allegations and
disputes, regardless of their validity, may lead to legal or other proceedings, and may result in
negative publicity, substantial costs and diversion of our resources and managements attention.
If such proceedings occur, we cannot assure you that the outcome will not be detrimental to the
Group, and any negative outcome may have a material adverse impact on the staff morale,
reputation, business, financial condition and results of operations of our Group.

39

RISK FACTORS
Any complaint against us or our specialist medical practitioners or healthcare professionals may
also result in investigations and/or disciplinary actions by the relevant governing professional
body (including SMC and MOH) which could in turn result in fines, suspension and/or revocation
of licenses. The occurrence of any of the foregoing events may have a material adverse impact
on the staff morale, reputation, business, financial condition and results of operations of our
Group.
It should finally be noted that the businesses and medical clinics which we have acquired or may
acquire, and the specialist medical practitioners and healthcare professionals which we have
hired or may hire, may have unknown or contingent liabilities and we may become liable for the
past activities of such businesses and medical clinics.
There is no assurance that we will be able to recover any or all of the damages, fines and/or legal
costs from our insurance policies, which may have a material adverse impact on the staff morale,
reputation, business, financial condition and results of operations of our Group.
We may not have adequate insurance coverage
Our medical clinics and medical equipment face the risk of suffering physical damage caused by
fire or natural disasters or other causes, which could disrupt our business operations. Further, our
medical clinics also face the risk of potential public liability claims. There is no assurance that
there will not be any such damage or that liability claims will not be in excess of the amount
covered by our insurance policies or that such insurance policies are comprehensive and cover
all types of damage suffered or public liability claims. As such, the occurrence of any of the
foregoing could materially and adversely affect our business, financial condition and results of
operations.
We believe we have insured our business operations and medical clinics in line with industry
practice in Singapore. However, we cannot be assured that such insurance coverage will be
sufficient to cover all potential liabilities and risks that we face. Should there be adverse
developments such as terrorist attacks and other natural or man-made disasters such as
earthquakes and floods, fire hazards and other events beyond our control in Singapore or any
other regions where we have operations, we may not have adequate insurance coverage to cover
these liabilities and risks and our business, financial condition, results of operations and prospects
may be materially and adversely affected. Additionally, any material change in the terms of our
specialist medical practitioners insurance policies may have a disproportionate and material
adverse effect on our business, financial position, results of operations and prospects. While our
specialist medical practitioners currently have occurrence-based insurance (i.e. coverage
provides protection from claims and complaints stemming from incidents during the year of
subscription regardless of when the claim is made), material changes to the terms of their
insurance policies such as a shift by insurers to claims-based insurance (e.g. where coverage
provides protection from claims and complaints stemming from incidents during the year of
subscription, provided the relevant incident is reported within that year or on such other terms as
the insurers may decide) may result in claims for which we may not be compensated by insurance
proceeds (if any) and/or contractual indemnities (if any). Should there be any such material
changes, we may have to make provisions in our accounts and this may have a material adverse
effect on our business, financial condition, results of operations and prospects.
Further, our insurance policies are renewed on an annual basis and there is no assurance that we
will be able to renew all of our policies or obtain new policies on similar terms.

40

RISK FACTORS
We are dependent on our ability to contain our operating costs
Employee benefits and operating lease expenses are our Groups two (2) largest operating
expenses. In FY2014, employee benefits and operating lease expenses accounted for
approximately 72.1% and 8.3%, respectively, of our total operating costs.
Competition for skilled and qualified healthcare professionals may result in a general rise in their
wages. In order to retain or attract such healthcare professionals, we may have to improve our
remuneration terms and benefits, which may have a material adverse impact on the business,
financial condition and results of operations of our Group. Operating lease expenses will also
increase if we lease more premises in the expansion of our business operations.
Such increases in operating costs may have a material adverse impact on the financial condition
and results of operations of our Group.
We are dependent on certain private hospitals
As our medical clinics are currently located in Gleneagles Medical Centre, Parkway East Medical
Centre, Mount Elizabeth Novena Specialist Centre and Thomson Medical Centre, we will arrange
for our obstetrics patients to deliver their babies in either Gleneagles Medical Centre, Parkway
East Medical Centre, Mount Elizabeth Novena Specialist Centre or Thomson Medical Centre. If
there is a disruption in the operations of these hospitals, for instance due to a major fire, it would
affect our business insofar that we would have to find available beds in other hospitals which are
located further away from our medical clinics.
We depend on individual patients and corporate clients who opt for private healthcare
services
The demand for our healthcare services is highly dependent on the financial ability and the
willingness of individual patients and corporate clients to pay for private healthcare services.
Negative market sentiment, a slowdown in the economy or a higher unemployment rate may lead
to a decrease in demand for our services as more patients may opt for subsidised public
healthcare services available at government hospitals and polyclinics or treatment from other
private healthcare providers that are more price competitive.
Any decrease in the demand for our services from individual private patients and corporate clients
may have a material adverse impact on the business, financial condition and results of operations
of our Group.
We are subject to risks associated with medical technology developments
The specialist healthcare industry is characterised by rapid developments in medical technology.
As a result, we may be exposed to changes in technology in the fields in which we operate,
including alternative procedures, treatments, medical equipment, drugs and other products that
may be more effective, easier to use or more economical than those currently utilised by us.
There is no assurance that the procedures, treatments, medical equipment and drugs used by us
will not become obsolete or that we will be able to acquire suitable alternative procedures,
treatments, medical equipment, drugs. In such an event, the demand for our services, our
reputation, business, financial condition and results of operations may be materially and adversely
affected.

41

RISK FACTORS
We may also incur costs in sourcing for and investing in new medical technologies without
obtaining a commensurate return on our investment. In such an event, our business, financial
condition and results of operations may be materially and adversely affected.
Our future expansion may be affected by the social, political and economic conditions in
the countries we seek to expand into
A change in the social, political and economic conditions of the countries in which we seek to
expand may lead to a change in the demand for, and perception/desirability of our healthcare
services in those countries. These conditions may include unfavourable changes in government
policies, a downturn in that economy, or the occurrence of political unrest.
Such events are beyond our control and may disrupt or cause our expansion into those countries
to falter or fail. This may materially and adversely affect our business, financial condition and
results of operations.
There is no assurance that our future plans will be commercially successful
We have in the past three (3) years, expanded our operations in a gradual manner. Such
expansion included the setting-up of new medical clinics, the expansion of our existing medical
facilities, and an investment in a bio-medical company that is complementary to our existing
businesses. We intend to continue with the expansion of our operations. Please refer to the
section titled General Information on our Group Our Business Strategies and Future Plans of
this Offer Document for more information.
There is no assurance that our business strategies and future plans will be commercially
successful. Such plans may be expensive and may divert our managements attention and expose
our business to unforeseen liabilities or risks associated with entering new markets or new
businesses.
Additionally, we intend to develop and expand our existing business operations by acquiring
and/or opening more clinics. We may not be successful in integrating any acquired businesses
and may not achieve the anticipated synergies for revenue growth and cost benefits. If we fail to
achieve a sufficient level of revenue or if our expansion plans result in a lapse of patient service,
performance problems with an acquired company, potential dilutive issuances of equity securities
or the incurrence of debt, contingent liabilities, possible impairment charges related to goodwill or
other intangible assets or any other unanticipated events or circumstances, our business,
financial condition and results of operations may be materially and adversely affected.
Our medical facilities may be affected by outbreaks of infectious diseases
A resurgence of the outbreak of Severe Acute Respiratory Syndrome (SARS), Middle East
Respiratory Syndrome (MERS) or any other contagious or virulent diseases like influenza (H5N1
and H7N9) or bird flu in Singapore and/or the region could have a material adverse impact on our
operations. In the event such outbreaks occur at any of our medical facilities, greater infection
control measures will have to be implemented with the possibility of temporary closure of the
affected facility and quarantine of all affected healthcare professionals.
In addition, occurrences of epidemics and pandemics could also result in negative public opinion
of medical institutions, which will materially and adversely affect our operations and financial
performance.

42

RISK FACTORS
We may be affected by terrorist attacks, natural disasters and other events beyond our
control
Terrorist attacks may lead to uncertainty in the economic outlook of markets leading to an
economic downturn. This may in turn have an adverse impact on our business. There can be no
assurance that the terrorists will not target Singapore or the countries in which we may operate
in the future.
Our Groups current insurance policies do not cover terrorist attacks. The consequences of any
such terrorist attacks, natural disasters or other events beyond our control are unpredictable, and
we are not able to foresee events of such nature, which could cause interruptions to parts of our
businesses and may materially and adversely affect our business, financial condition and results
of operations.
While Singapore is naturally sheltered from major natural catastrophes, there is no assurance that
Singapore or the countries in which we may operate in the future will not suffer any major natural
catastrophe in the future. Such events can cause substantial structural and physical damage to
properties and infrastructure. In the event that Singapore or the countries in which we may operate
in the future suffers any natural disasters, substantial structural and physical damage to our
properties may be caused, resulting in the incurrence of expenses to repair the damage caused.
The environmental conditions may also cause business disruptions, affect investments and result
in various other adverse effects on Singapore or the countries in which we may operate in the
future in general. This may lead to a decrease in demand for our services and this may materially
and adversely affect our business, financial condition and results of operations.
We are subject to political, economic and social developments in Singapore
Our business, prospects, financial position and results of operations may be adversely affected by
political, economic, social and legal developments in Singapore that are beyond our control. Such
political and economic uncertainties include, but are not limited to, the risks of war, terrorism,
nationalism, expropriation or nullification of contracts, changes in interest rates, rates of economic
growth, fiscal and monetary policies of the government, inflation, deflation, methods of taxation
and tax policy, unemployment trends, and other matters that influence consumer confidence,
spending and tourism. Increasing volatility in financial markets may cause these factors to change
with a greater degree of frequency and magnitude. Negative developments in the socio-political
environment in Singapore, may adversely affect our business, financial position, results of
operations and prospects. In addition, changes in tax laws or other regulations or actions taken
by the Singapore government to partially or wholly nationalise or compulsorily acquire our
properties or the underlying land may have a material adverse effect on our business, financial
position, results of operations and prospects.
Our Group may be adversely affected by the uncertain global economic outlook
Our business is susceptible to the general economic conditions in Singapore. Factors such as
gross domestic product (GDP) growth, disposable income and unemployment rates may affect the
number of patients who opt for private healthcare and indirectly affect our business operations.
Given the uncertainties of the future economic outlook, there is no assurance that we will be able
to grow our business, or that we will be able to react promptly to any change in economic
conditions. In the event that we fail to react promptly to the changing economic conditions, our
performance and profitability could be adversely affected. Our business performance, future plans
and operations may be adversely affected if these conditions deteriorate in the future.

43

RISK FACTORS
We may be subject to competition laws and regulations in certain countries in which we
operate
Competition laws and regulations in Singapore may limit our growth and subject us to anti-trust
and merger control investigations. Violation of such laws or regulations could potentially expose
us to financial penalties or rights of private action. The Singapore competition regime generally
favours increased competition. We may be subject to anti-trust investigations, restricted from
continuing to engage in practices found to be anti-competitive and restricted from continuing to
engage in practices that are found to be an abuse of that dominance. We cannot predict the effect
of any investigations by competition authorities on our business. If, as a result of any investigation
by the relevant authorities, we are subject to financial or other penalties or we are prohibited from
engaging in certain types of businesses or practices, our business, financial position, results of
operations and prospects may be materially and adversely affected.
RISKS RELATING TO OWNERSHIP OF OUR SHARES
Investments in securities quoted on Catalist involve a higher degree of risk and can be less
liquid than shares quoted on the Main Board of the SGX-ST
An application has been made for our Shares to be listed for quotation on Catalist, a listing
platform designed primarily for fast-growing and emerging or smaller companies to which a higher
investment risk tends to be attached as compared to larger or more established companies listed
on the Main Board of the SGX-ST. An investment in shares quoted on Catalist may carry a higher
risk than an investment in shares quoted on the Main Board of the SGX-ST and the future success
and liquidity in the market of our Shares cannot be guaranteed.
Investors in our Shares will face immediate and substantial dilution in our NTA per Share
and may experience future dilution
Our Issue Price of [] cents per Share is substantially higher than our NTA per Share of [] cents
based on the post-Invitation issued and paid-up share capital adjusted for the net proceeds from
the issue of New Shares. If we were liquidated for NTA immediately following the Invitation, each
Shareholder subscribing to the Invitation would receive less than the price they paid for their
Shares. Details of the immediate dilution of our Shares incurred by new investors are described
under the section titled Dilution of this Offer Document.
Additional funds raised through issuance of new Shares for future growth will dilute
Shareholders equity interests
We may, in the future, expand our capabilities and business through acquisitions, joint ventures,
strategic partnerships and alliances with parties who can add value to our business. We may
require additional equity funding after the Invitation by way of a placement of new Shares or issue
new Shares as consideration to finance future acquisitions, joint ventures and strategic
partnerships and alliances, which may result in a dilution to the equity interests of our
Shareholders. Further, in the event that the Company raises additional funds to meet its financing
needs and existing Shareholders do not participate in the pro-rata fund raising activities such as
rights issues, such Shareholders may experience a dilution in their shareholdings.

44

RISK FACTORS
Future sale or issuance of our Shares could materially and adversely affect our Share price
Any future sale or issuance or availability of a large number of our Shares in the public market or
perception thereof may have a downward pressure on our Share price. These factors also affect
our ability to sell additional equity securities in the future, at a time and price we deem appropriate.
Save as disclosed under the section titled Shareholders Moratorium of this Offer Document,
there will be no restriction on the ability of our Shareholders to sell their Shares either on the
SGX-ST or otherwise.
Further, if we were to raise funds in the future by way of a rights issue, if any Shareholder is
unwilling to participate in such fund raising, such Shareholder will suffer dilution of his
shareholding.
There has been no prior market for our Shares and the Invitation may not result in an active
or liquid market and there is a possibility that our Share price may be volatile
Prior to the Invitation, there had been no public market for our Shares. Although we have made
an application to the SGX-ST for our Shares to be listed for quotation on Catalist, there is no
assurance that an active trading market for our Shares will develop, or if it develops, be sustained.
There is also no assurance that the market price for our Shares will not decline below the Issue
Price. The market price of our Shares could be subject to significant fluctuations due to various
external factors and events including the liquidity of our Shares in the market, differences between
our actual financial or operating results and those expected by investors and analysts, general
market conditions and broad market fluctuations.
Our Share price may be volatile in future which could result in substantial losses for
investors purchasing Shares pursuant to the Invitation
The trading price of our Shares may fluctuate significantly and rapidly after the Invitation as a
result of, among others, the following factors, some of which are beyond our control:

variations of our operating results;

changes in securities analysts recommendations, perceptions or estimates of our financial


performance;

changes in market valuations and share prices of companies with business similar to that of
our Company that may be listed in Singapore;

additions or departures of our key management personnel;

material changes or uncertainty in the political, economic and regulatory environment in the
markets that we operate;

fluctuations of stock markets prices and volume;

announcements by us of significant acquisitions, strategic alliances or joint ventures;

successes or failures of our efforts in implementing business and growth strategies;

our involvement in material litigation; and

changes in conditions affecting the industry, the general economic conditions or stock market
sentiments or other events or factors.
45

RISK FACTORS
Investors may not be able to participate in future rights issues or certain other equity
issues of our Shares
In the event that we issue new Shares, we will be under no obligation to offer those Shares to our
existing Shareholders at the time of issue, except where we elect to conduct a rights issue.
However, in electing to conduct a rights issue or certain other equity issues, we will have the
discretion and may also be subject to certain regulations as to the procedures to be followed in
making such rights available to Shareholders or in disposing of such rights for the benefit of such
Shareholders and making the net proceeds available to them. In addition, we may not offer such
rights to our existing Shareholders having an address in jurisdictions outside of Singapore.
Accordingly, certain Shareholders may be unable to participate in future equity offerings by us and
may experience dilution in their shareholdings as a result.
Certain transactions may dilute the ownership of holders of our Shares
As a result of adjustments from rights offerings, certain issuances of new Shares and certain other
actions we may take to modify our capital structure, Shareholders may experience a dilution in
their ownership of our Shares. There can be no assurance that we will not take any of the
foregoing actions, and such actions in the future may adversely affect the market price of our
Shares.
Negative publicity including those relating to any of our Directors, Executive Officers or
Substantial Shareholders may materially and adversely affect our Share price
Negative publicity or announcements including those relating to any of our Directors, Executive
Officers or Substantial Shareholders may materially and adversely affect the market perception of
our Group or the performance of the price of our Shares, whether or not they are justified.
Examples of negative publicity include publicity on our unsuccessful attempts in joint ventures,
acquisitions or take-overs, or involvement in insolvency proceedings.
The actual performance of our Company may differ materially from the forward-looking
statements in this Offer Document
This Offer Document contains forward-looking statements, which are based on a number of
assumptions which are subject to significant uncertainties and contingencies, many of which are
outside our control. Furthermore, our revenue and financial performance are dependent on a
number of external factors, such as demand for our services which may decrease for various
reasons, including increased competition within the industry or changes in applicable laws and
regulations. We cannot assure you that these assumptions will be realised and our actual
performance will be as projected.
Control by our Substantial Shareholders of our share capital after the Invitation may limit
your ability to influence the outcome of decisions requiring the approval of Shareholders
Subject to the Invitation, our Controlling Shareholders, Dr. Lee Keen Whye and Dr. Heng Tung
Lan, will hold directly in aggregate approximately []% of our issued share capital. As a result, they
will be able to significantly influence our corporate actions such as mergers or take-over attempts
in a manner which may not be in line with the interests of our public Shareholders. They will also
have veto power in relation to any shareholder action or approval requiring a majority vote except
in situations where they are required by the rules of the Listing Manual, the SGX-ST or

46

RISK FACTORS
undertakings given by them to abstain from voting. Such concentration of ownership may also
have the effect of delaying, preventing or deterring a change in control of our Group which may
not benefit our Shareholders.
We may not be able to pay dividends in the future
Our ability to declare dividends to our Shareholders will depend on our future financial
performance and distributable reserves of our Company, which, in turn, depends on us
successfully implementing our strategies and on financial, competitive, regulatory, technical and
other factors, including but not limited to general economic conditions, demand for and selling
prices of our products and services and other factors specific to our industry or specific projects,
many of which are beyond our control. As such, there is no assurance that our Company will be
able to pay dividends to our Shareholders. In the event that our Company enters into any loan
agreements in the future, covenants therein may also limit when and how much dividends we can
declare and pay.

47

USE OF PROCEEDS AND LISTING EXPENSES


The estimated amount of expenses of the Invitation and of the application for listing, including
underwriting and placement commission, brokerage, management, audit and legal fees,
advertising and printing expenses, listing fees payable to the SGX-ST and the Authority and all
other incidental expenses in relation to the Invitation is approximately S$[] (including GST). The
net proceeds to be raised from the issue of the New Shares (after deducting expenses of
approximately S$[]) are estimated to be S$[].
The following table sets out a breakdown of the use of the proceeds from the Invitation:

Amount in aggregate
(S$000)

Estimated amount allocated for


each dollar of gross proceeds
raised by us from the issue of
the New Shares (in cents)

Gross proceeds from the


Invitation

[]

100.00

Listing and processing fees

[]

[]

Professional fees

[]

[]

[]

[]

Other expenses

[]

[]

Net proceeds from the


Invitation

[]

[]

Expansion of business
operations

[]

[]

Investments in healthcare
professionals and synergistic
businesses

[]

[]

Working capital purposes

[]

[]

Intended use

Placement commission

(1)

Note:
(1)

The amount of commission per New Share, agreed upon between the Issue Manager, Underwriter and Placement
Agent and our Company is 3.5% of the Issue Price payable for each New Share. Please refer to the section titled
Sponsorship, Management, Underwriting and Placement Arrangements of this Offer Document for more details.

Please refer to the section titled Our Business Strategies and Future Plans of this Offer
Document for more information on our intended use of the net proceeds from the Invitation.
Pending the deployment of the net proceeds from the Invitation, the funds will be placed in
short-term deposits with financial institutions and/or used to invest in short-term money market
instruments as our Directors may, in their absolute discretion, deem appropriate.
As part of its terms of reference, our Audit Committee will monitor our use of net proceeds from
the Invitation. As and when the funds from the Invitation are materially disbursed, our Company
will make periodic announcements via SGXNET on the use of the net proceeds and will provide
a status report on the use thereof in our annual report.

48

USE OF PROCEEDS AND LISTING EXPENSES


In the event that our proposed use of the net proceeds from the Invitation does not materialise or
proceed as planned, our Directors will carefully evaluate the situation and may re-allocate the
intended funding to other purposes and/or hold such funds on short-term deposits for so long as
our Directors deem it to be in the best interest of our Company and our Shareholders, taken as
a whole. Any change in the use of the net proceeds from the Invitation will be subject to the Listing
Manual and appropriate announcements will be made by our Company on SGXNET.
Save as disclosed above, none of the net proceeds from the Invitation will be used, directly or
indirectly, to acquire or re-finance the acquisition of an asset other than in the ordinary course of
business.
There is no minimum amount which, in the reasonable opinion of our Directors, must be raised by
the Invitation.
Subscribers of the Placement Shares may be required to pay brokerage of 1.0% of the Issue Price
to the Placement Agent or any sub-placement agent that may be appointed by the Placement
Agent.

49

SPONSORSHIP, MANAGEMENT, UNDERWRITING


AND PLACEMENT ARRANGEMENTS
SPONSORSHIP AND MANAGEMENT AGREEMENT
Pursuant to a full sponsorship and management agreement dated [] June 2015 (the
Sponsorship and Management Agreement) entered into between our Company and Hong
Leong Finance, our Company appointed Hong Leong Finance to manage the Invitation. The
Sponsor will receive a fee from our Company for such services rendered in connection with the
Invitation.
The Sponsor may terminate the Sponsorship and Management Agreement if:
(a)

at any time up to the Listing Date, a notice of refusal to an admission of our Company to the
Official List of Catalist is issued by the SGX-ST; or

(b)

at any time after the registration of this Offer Document with the SGX-ST but before the close
of the Application List, our Company fails and/or neglects to lodge a supplementary or
replacement offer document (as the case may be) if we become aware of:
(i)

a false or misleading statement in this Offer Document;

(ii)

an omission from this Offer Document of any information that should have been
included in it under the SFA; or

(iii) a new circumstance that has arisen since this Offer Document was lodged with the
SGX-ST acting as agent on behalf of the Authority and would have been required by the
SFA to be included in this Offer Document if it had arisen before this Offer Document
was lodged,
that is materially adverse from the point of view of an investor; or
(c)

the Shares have not been admitted to Catalist on or before [] June 2015 (or such other date
as our Company and the Sponsor may agree).

If there shall have been, since the date of the Sponsorship and Management Agreement and prior
to the close of the Application List:
(a)

any breach of the warranties or undertakings by our Company in the Sponsorship and
Management Agreement which comes to the knowledge of the Sponsor;

(b)

any occurrence of certain specified events which comes to the knowledge of the Sponsor;

(c)

any adverse change, or any development involving a prospective adverse change, in the
condition (financial or otherwise) of our Company or of our Group as a whole;

(d)

any introduction or prospective introduction of or any change or prospective change in any


legislation, regulation, order, policy, rule, guideline or directive (whether or not having the
force of law and including, without limitation, any directive, notice or request issued by
ACRA, the Authority, the Securities Industry Council of Singapore, the SGX-ST or relevant
authorities in Singapore or elsewhere) or in the interpretation or application thereof by any
court, government body, regulatory authority or other competent authority in Singapore or
elsewhere;

50

SPONSORSHIP, MANAGEMENT, UNDERWRITING


AND PLACEMENT ARRANGEMENTS
(e)

any change, or any development involving a prospective change or any crisis in local,
national, regional or international political, industrial, legal, financial, monetary or economic
conditions, taxation or exchange controls (including but not limited to the conditions in the
stock market, foreign exchange market, inter-bank market or interest rates or money market,
in Singapore or any other jurisdiction), political, industrial, economic, legal or monetary
conditions, taxation or exchange controls or a combination of any such changes or
development or crisis or deterioration thereof;

(f)

any imminent threat or occurrence of any local, national or international outbreak or


escalation of hostilities whether war has been declared or not, terrorist attacks, or
insurrection or armed conflict (whether or not involving financial markets);

(g)

any regional or local outbreak of disease that may have an adverse effect on the financial
markets;

(h)

foreign exchange controls in Singapore and overseas or any occurrence of a combination of


any such changes or developments or crises, or any deterioration of any such conditions;

(i)

the issue by the SGX-ST of a notice of refusal to admit the Company to the Catalist; or

(j)

any other occurrence of any nature whatsoever,

which event or events shall in the opinion of the Sponsor (i) result or be likely to result in a material
adverse fluctuation or adverse conditions in the stock market in Singapore or elsewhere; or (ii) be
likely to prejudice the success of the offer, subscription or sale of the New Shares (whether in the
primary market or in respect of dealings in the secondary market); or (iii) make it impossible,
impracticable or non-commercial to proceed with any of the transactions contemplated in the
Sponsorship and Management Agreement; or (iv) be likely to have a material adverse effect on the
business, trading position, operations or prospects of the Company or of the Group as a whole;
or (v) be such that no reasonable underwriter would have entered into the Underwriting and
Placement Agreement; or (vi) results or be likely to result in the issue by the SGX-ST of a notice
of refusal to admit the Company to the Catalist at any point prior to the listing of all the issued
Shares and the New Shares; or (vii) make it non-commercial or otherwise contrary to or outside
the usual commercial practices of underwriting in Singapore for the Underwriter to observe or
perform or be obliged to observe or perform the terms of the Underwriting and Placement
Agreement, the Issue Manager may at any time prior to the Listing Date by notice in writing to the
Company rescind or terminate this Agreement.
UNDERWRITING AND PLACEMENT AGREEMENT
Pursuant to an underwriting and placement agreement dated [] June 2015 (the Underwriting
and Placement Agreement) entered into between our Company and Hong Leong Finance as the
underwriter and placement agent (the Underwriter and Placement Agent), our Company has
appointed the Underwriter and Placement Agent to underwrite our Invitation of the Offer Shares
for a commission of 3.5% of the Issue Price for each Offer Share, payable by our Company
pursuant to the Invitation. The Underwriter and Placement Agent may, at its absolute discretion,
appoint one or more sub-underwriters for the Offer Shares.

51

SPONSORSHIP, MANAGEMENT, UNDERWRITING


AND PLACEMENT ARRANGEMENTS
Pursuant to the Underwriting and Placement Agreement, our Company has also appointed the
Underwriter and Placement Agent to subscribe for and/or purchase, or procure subscribers for the
Placement Shares at the Issue Price for a placement commission of 3.5% of the aggregate Issue
Price for the total number of Placement Shares, payable by our Company for the Placement
Shares which are offered by our Company. The Placement Agent may, at its absolute discretion,
appoint one or more sub-placement agents for the Placement Shares.
For the Offer Shares, brokerage will be paid by our Company to members of the Association of
Banks in Singapore, members of the SGX-ST and merchant banks in respect of successful
applications made on Application Forms bearing their respective stamps, or to the Participating
Banks in respect of successful applications made through Electronic Applications at their
respective ATMs or IB websites or mobile banking interface (where applicable) at the rate of
0.25% of the Issue Price for each Offer Share (or Placement Share applied to satisfy excess
applications for the Offer Shares), or in the case of DBS Bank, 0.75% of the Issue Price for each
Offer Share. In addition, DBS Bank levies a minimum brokerage fee of S$10,000 which will be
payable by our Company.
Subscribers of the Placement Shares may be required to pay a brokerage of up to 1.0% of the
Issue Price (plus GST thereon, if applicable) to the Placement Agent or any sub-placement agent
that may be appointed by the Placement Agent.
The obligations of the Underwriter and Placement Agent under the Underwriting and Placement
Agreement are conditional upon the Sponsorship and Management Agreement not being
terminated or rescinded pursuant to the provisions of the Sponsorship and Management
Agreement. In the case of the non-fulfilment of any of the conditions in the Sponsorship and
Management Agreement or the release or discharge of the Sponsor from its obligations under or
pursuant to the Sponsorship and Management Agreement, the Underwriting and Placement
Agreement shall be terminated and the parties shall be released from their respective obligations
under the Underwriting and Placement Agreement.
Save as aforesaid, no commission, discount or brokerage, has been paid or other special terms
granted by our Company within the two (2) years preceding the date of this Offer Document or is
payable to any Director, promoter, expert, proposed Director or any other person for subscribing
or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares in, or
debentures of, our Group.
In the event that the Sponsorship and Management Agreement and/or the Underwriting and
Placement Agreement are terminated, our Directors reserve the right, at their absolute discretion,
to cancel the Invitation.
Save as disclosed above, we do not have any material relationship with the Sponsor, Issue
Manager, Underwriter and Placement Agent.

52

DIVIDEND POLICY
Our Company has not declared dividends since its incorporation, except for FY2013 and FY2014.
The aggregate amount of FY2013 dividends declared in FY2013 and paid in FY2014 was
S$2,175,000, and the aggregate amount of FY2014 dividends declared and paid in FY2015 was
S$1,482,400. The dividends per share declared and paid in FY2012, FY2013 and FY2014 of the
Company was S$Nil, (based on the number of share of 200, as at 31 December 2012), S$10,875
(based on the number of share of 200, as at 31 December 2013) and S$0.01, (based on the
number of share of 174,400,000 as at 31 December 2014), respectively. Please refer to the
Unaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and its
Subsidiaries for the Financial Year ended 31 December 2014 as set out in Appendix B of this
Offer Document for more details on the financial effects of the FY2014 dividends declared and
paid in FY2015.
The subsidiaries of the Company have declared and paid dividends. The aggregate amount of
dividends declared and paid in FY2012, FY2013 and FY2014 was S$700,000, S$1,726,523 and
S$7,140,042 respectively.
Our Board of Directors may declare annual dividends, subject to the approval of our Shareholders,
in an annual general meeting, but the amount of such dividend shall not exceed the amount
recommended by our Directors. Our Directors may, without the approval of our Shareholders, also
declare an interim dividend. Although the ability of our Company to pay future dividends to
Shareholders is subject to various factors including but not limited to the financial performance,
cash flow requirements, availability of distributable reserves and tax credits, future operating
conditions as well as future expansion, capital expenditure and investment plans of our Group, we
target to pay dividends of up to 90.0% (including scrip dividends, should a scrip dividend scheme
be implemented) of our net profit after tax to our Shareholders for each financial year.
The actual dividends that our Board of Directors may recommend or declare in respect of any
particular financial year or period will be subject to restrictions under applicable laws and
regulations. Under Section 403 of the Companies Act and our Articles, dividends are payable out
of profits only.
All dividends are paid pro-rata among the Shareholders in proportion to the amount paid up on
each Shareholders Shares, unless the rights attaching to an issue of any Share provides
otherwise. Notwithstanding the foregoing, the payment by our Company to CDP of any dividend
payable to a Shareholder whose name is entered in the Depository Register shall, to the extent
of payment made to CDP, discharge our Company from any liability to that Shareholder in respect
of that payment.
The Board of Directors may recommend a lower dividend payment, if after considering the
following matters and any other relevant matters they deem it prudent to do so:
(a)

our Groups financial position, results of operations, cash flow and commitments;

(b)

our Groups expected working capital requirements to support our Groups future growth;

(c)

our Groups projected financial performance; and

(d)

the general economic conditions and such other external factors that our Group believes to
have an impact on the business operations of our Group.

53

DIVIDEND POLICY
Subject to the above, it is our Directors intention that notwithstanding that we do not have a formal
dividend policy, we target to distribute up to 90.0% of our net profit after tax to our Shareholders
for the financial year ending 31 December 2015, as we wish to reward our Shareholders for
participating in our Groups growth (the Proposed FY2015 Dividend). Investors should,
however, note that all the foregoing statements, including the statement on the Proposed FY2015
Dividend, are merely statements of our present intention and shall not constitute legally binding
statements in respect of our future dividends which may be subject to modification (including
reduction or non-declaration thereof) in our Directors sole and absolute discretion. Investors
should not treat the Proposed FY2015 Dividend or the dividends declared and paid by us as an
indication of our Groups future dividend policy. No inference should be or can be made from any
of the foregoing statements as to our actual future profitability or ability to pay dividends. There
can be no assurance that dividends will be paid in the future or of the amount or timing of any
dividends that will be paid in the future.

54

SHARE CAPITAL
Our Company (company registration number 201100687M) was incorporated in Singapore on 6
January 2011 under the Companies Act as a private limited company under the name Singapore
Medicine Specialist Pte Ltd. On 26 August 2011, our Company was renamed Singapore O&G
Pte. Ltd.. Subsequently, on [] May 2015, our Company was converted into a public company and
changed its name to Singapore O&G Ltd..
As at the date of incorporation, our issued and paid-up capital was S$10.00 comprising 100
Shares allotted and issued to Dr. Lee Keen Whye. On 18 October 2011, our Company allotted and
issued another 100 Shares to Dr. Heng Tung Lan at the aggregate issue price of S$10.00.
Pursuant to the completion of the Restructuring Exercise, our issued and paid-up share capital
was increased to S$4,256,858.11, comprising 174,000,000 ordinary shares. Please refer to the
section titled Restructuring Exercise of this Offer Document.
On 6 December 2014, our Company allotted and issued another 400,000 Shares to Dr. Natalie
Chua at the aggregate issue price of S$[] pursuant to the terms of her service agreement.
Following this, our Companys issued and paid-up share capital increased to S$4,356,858.11,
comprising 174,400,000 ordinary shares.
Pursuant to the resolutions passed by our Shareholders at an EGM held on [] May 2015, our
Shareholders approved, inter alia, the following:
(a)

the conversion of our Company into a public limited company and the consequential change
of our name to Singapore O&G Ltd.;

(b)

the listing and quotation of all the issued Shares (including the New Shares to be allotted and
issued as part of the Invitation), the Option Shares and the Award Shares to be issued (if any)
on Catalist to be approved;

(c)

the adoption of a new set of Articles;

(d)

the issue of the New Shares pursuant to the Invitation, which when allotted, issued and fully
paid-up, will rank pari passu in all respects with the existing issued and fully paid-up Shares;

(e)

the authorisation for our Directors, pursuant to Section 161 of the Companies Act and the
Listing Manual to (i) issue Shares whether by way of rights, bonus or otherwise; (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) 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 our
Directors may in their absolute discretion deem fit; and (iii) (notwithstanding the authority
conferred by this resolution may have ceased to be in force) issue Shares in pursuance of
any Instruments made or granted by our Directors while this resolution was in force, provided
that:
(i)

the aggregate number of Shares (including Shares to be issued in pursuance of the


Instruments, made or granted pursuant to this resolution) and Instruments to be issued
pursuant to this resolution shall not exceed 100.0% of the total number of issued Shares
(excluding treasury shares) in the capital of our Company (as calculated in accordance
with sub-paragraph (2) below), of which the aggregate number of Shares to be issued
(including Shares to be issued pursuant to the Instruments) other than on a pro-rata

55

SHARE CAPITAL
basis to existing Shareholders shall not exceed 50.0% of the total number of issued
Shares (excluding treasury shares) in the capital of our Company (as calculated in
accordance with subparagraph (2) below);
(ii)

(subject to such calculation as may be prescribed by the SGX-ST) for the purpose of
determining the aggregate number of Shares (including Shares to be issued pursuant
to the Instruments) that may be issued under sub-paragraph (1) above, the percentage
of Shares that may be issued shall be based on the total number of issued Shares of
our Company (excluding treasury shares) immediately after the Invitation, after
adjusting for (a) new Shares arising from the conversion or exercise of the Instruments
or any convertible securities; and (b) any subsequent bonus issue, consolidation or
sub-division of Shares;

(iii) in exercising such authority, our Company shall comply with the provisions of the Listing
Manual for the time being in force (unless such compliance has been waived by the
SGX-ST) and the Articles of Association for the time being of our Company; and
(iv) unless revoked or varied by our Company in a general meeting, such authority shall
continue in force until (i) the conclusion of the next annual general meeting of our
Company; or (ii) the date by which the next annual general meeting of our Company is
required by law to be held, whichever is the earlier; and
(f)

the adoption of the SOG ESOS and SOG PSP, details of which are set out in the sections
titled SOG ESOS, SOG PSP, Appendix F Rules of the SOG ESOS and Appendix G
Rules of the SOG PSP of this Offer Document.

As at the Latest Practicable Date, our Company has only one (1) class of shares, being ordinary
shares. The rights and privileges of our Shares are stated in the Articles of our Company, a
summary of which is set out in the section titled Appendix D Summary of Selected Articles of
Association of our Company. There are no founder, management or deferred shares.
Except pursuant to the SOG ESOS and SOG PSP, no person has been, or is entitled to be, given
an option to subscribe for any shares in or debentures of our Company or any of our subsidiaries.
As at the Latest Practicable Date, no options have been issued pursuant to the SOG ESOS and
no share awards have been granted pursuant to the SOG PSP. As at the Latest Practicable Date,
the Shares held by our Controlling Shareholders and the New Shares to be allotted and issued
were not subject to any pledge, mortgage or any other form of encumbrance. There are no Shares
that are held by or on behalf of our Company or by our subsidiaries.
As at the date of this Offer Document, the issued and paid-up share capital of our Company is
S$4,356,858.11 divided into 174,400,000 Shares. Upon the issue and allotment of the New
Shares, the resultant issued and paid-up share capital of our Company will be increased to
approximately S$[] comprising 218,000,000 Shares.

56

SHARE CAPITAL
More than 10% of our share capital has been paid for with assets other than cash within the period
of three (3) years before the date of this Offer Document. Details of the changes to the issued and
paid-up share capital of our Company since the date of incorporation, and our issued and paid-up
share capital immediately after the Invitation are as follows:
Number of
Shares

Issued and
Paid-up Share
Capital
(S$)

Resultant Issued
and Paid-up
Share Capital
(S$)

Issued and fully paid-up ordinary


shares as at incorporation

100

10

10

Issue of new Shares to Dr. Heng Tung


Lan

100

10

20

173,999,800

4,256,838.11

4,256,858.11

400,000

100,000

4,356,858.11

Issued and paid-up share capital


immediately after the Restructuring
Exercise and issue of new Shares to
Dr. Natalie Chua

174,400,000

4,356,858.11

Pre-Invitation Share Capital

174,400,000

4,356,858.11

Issue of New Shares pursuant to the


Invitation

[]

[]

[] (1)

Post-Invitation Share Capital

[]

[]

[] (1)

Issue of new Shares pursuant to the


Restructuring Exercise
Issue of new Shares to Dr. Natalie
Chua

Note:
(1)

This takes into account set-off of the estimated issue expenses of approximately S$[] against our share capital,
which excludes the remaining issue expenses of approximately S$[], which will be charged directly to the income
statement of our Group.

The shareholders equity of our Company as at the date of incorporation and the issue of the New
Shares, is set out below. This should be read in conjunction with the section titled Audited
Combined Financial Statements of Singapore O&G Ltd. and its Subsidiaries for the Financial
Years ended 31 December 2012, 2013 and 2014 as set out in Appendix A of this Offer Document.
As at the date of
incorporation
(S$)

Immediately after
the Invitation
(S$)

Issued and paid-up share capital

10

[]

Accumulated profits and reserves

[]

Shareholders Equity

57

SHARE CAPITAL
Save as disclosed above and below in this section, there are no changes in the issued and paid-up
share capital of our Company and our subsidiaries within the last three (3) years preceding the
Latest Practicable Date.
Date of issue

Number of
Issue Price/
Shares issued Consideration
(S$)

Purpose of issue

Resultant issued
share capital
(S$)

Our Company
11 February 2014

58,487,752

0.02/
1,169,755.04

Shares issued to Dr. Lee


Keen Whye pursuant to the
Restructuring Exercise

1,169,775.04

11 February 2014

3,212,908

0.02/
64,258.16

Shares issued to Dr. Ng


Koon Keng pursuant to the
renunciation by Dr. Lee
Keen Whye and Dr. Heng
Tung Lan

1,234,033.20

11 February 2014

1,957,500

0.02/
39,150.00

Shares issued to Mr. Peter


Tan pursuant to the
renunciation by Dr. Lee
Keen Whye and Dr. Heng
Tung Lan

1,273,183.20

11 February 2014

3,052,262

0.02/
61,045.24

Shares issued to Dr. Wong


Chui Fong pursuant to the
renunciation by Dr. Lee
Keen Whye and Dr. Heng
Tung Lan

1,334,228.44

11 February 2014

71,344,711

0.02/
1,426,894.22

Shares issued to Dr. Heng


Tung Lan pursuant to the
Restructuring Exercise

2,761,122.66

11 February 2014

3,926,887

0.02/
78,537.74

Shares issued to Dr. Ng


Koon Keng pursuant to the
renunciation by Dr. Lee
Keen Whye and Dr. Heng
Tung Lan

2,839,660.40

11 February 2014

2,392,500

0.02/
47,850.00

Shares issued pursuant to


Mr. Peter Tan pursuant to
the renunciation by Dr. Lee
Keen Whye and Dr. Heng
Tung Lan

2,887,510.40

11 February 2014

3,730,543

0.02/
74,610.86

Shares issued to Ms. Heng


Tong Bwee pursuant to the
renunciation by Dr. Lee
Keen Whye and Dr. Heng
Tung Lan

2,962,121.26

11 February 2014

17,473,684

0.05/
873,684.20

Shares issued to Dr. Beh


Suan Tiong pursuant to the
Restructuring Exercise

3,835,805.46

58

SHARE CAPITAL
Date of issue

Number of
Issue Price/
Shares issued Consideration
(S$)

Purpose of issue

Resultant issued
share capital
(S$)

11 February 2014

8,421,053

0.05/
421,052.65

Shares issued to Dr. Choo


Wan Ling pursuant to the
Restructuring Exercise

4,256,858.11

6 December 2014

400,000

0.25/
100,000.00

Shares issued to
Dr. Natalie Chua pursuant
to her incentive profit
sharing scheme and
shares-in-lieu scheme

4,356,858.11

1,000

1.00

Issued on incorporation

1,000

1,000

1.00

Issued on incorporation

1,000

Subsidiaries
SOG-Radhika Breast
& General Surgicare
Pte. Ltd.
22 September 2014
SOG-Cindy Pang
Clinic for Women
Pte. Ltd.
20 October 2014
ST Surgery
Pte. Ltd.
[] 2015(1)
Note:
(1)

As at the date hereof, ST Surgery is undergoing a members voluntary winding-up. ST Surgery is a company
incorporated for the administration of hospital receipts for work done by Dr. Beh Suan Tiong at private hospitals only.
As such, it is not associated with and did not operate any medical clinics. Since the Groups acquisition of ST
Surgery on 11 February 2014 it has not been a significant revenue generator or profit contributor. ST Surgerys
business had been amalgamated into Behs Clinic for Women with effect from June 2014. ST Surgery is expected
to be dissolved in May 2015.

59

SHAREHOLDERS
The Directors and Shareholders of our Company and their respective shareholdings in the
Company immediately before and after the Invitation are set out below:
Before the Invitation

After the Invitation

Direct Interest
Number of
%
Shares

Deemed Interest
Number of
%
Shares

Direct Interest
Number of
%
Shares

Deemed Interest
Number of
%
Shares

Dr. Lee Keen


Whye

41,953,428

[]

3,052,262

[]

41,953,428

[]

3,052,262

[]

Dr. Heng Tung


Lan

70,176,807

[]

70,176,807

[]

Dr. Beh Suan


Tiong

23,954,226

[]

216,000

[]

23,954,226

[]

216,000

[]

Mr. Christopher
Chong Meng
Tak(1)

Mr. Chan Heng


Toong (1)

Mr. Chooi
Yee-Choong (1)

Dr. Ng Koon
Keng

7,219,795

[]

7,219,795

[]

Ms. Heng Tong


Bwee(2)

3,780,943

[]

3,780,943

[]

74,400

[]

74,400

[]

18,392,139

[]

18,392,139

[]

Mr. Peter Tan

4,350,000

[]

4,350,000

[]

Dr. Wong Chui


Fong Anna(3)

3,052,262

[]

41,953,428

[]

3,052,262

[]

41,953,428

[]

Ms. Heng Siok


Hong Veronica(4)

216,000

[]

23,954,226

[]

216,000

[]

23,954,226

[]

Mr. Lai
Kangwei (5)

30,000

[]

30,000

[]

Dr. Natalie Chua

500,000

[]

500,000

[]

700,000(7)

[]

700,000

[]

43,600,000(9)

[]

174,400,000

[]

218,000,000

[]

Directors

Executive Officers

Mr. Eric Choo

Substantial Shareholders
Dr. Choo Wan
Ling
Others

The
Beneficiaries(6)
Public(1)(8)
Total
Notes:
(1)

Our Independent Directors, Mr. Christopher Chong Meng Tak, Mr. Chan Heng Toong and Mr. Chooi Yee-Chong
intend to subscribe for 100,000, 100,000 and 300,000 Placement Shares respectively (representing approximately

60

SHAREHOLDERS
0.05%, 0.05% and 0.14% of our Companys post-Invitation share capital respectively) at the Issue Price. In the event
that they subscribe for any Placement Shares, they may dispose of or transfer any or all of their Shares after the
admission of our Company to Catalist.
(2)

Ms. Heng Tong Bwee is the sister of Dr. Heng Tung Lan. She is also one of the Beneficiaries.

(3)

Dr. Wong Chui Fong Anna is the wife of Dr. Lee Keen Whye.

(4)

Ms. Heng Siok Hong Veronica is the wife of Dr. Beh Suan Tiong. She is also one of the Beneficiaries.

(5)

Mr. Lai Kangwei is the nephew of Dr. Heng Tung Lan. He is also one of the Beneficiaries.

(6)

The Beneficiaries are people to whom Dr. Lee Keen Whye, Dr. Heng Tung Lan, Dr. Beh Suan Tiong and Dr. Choo
Wan Ling have gifted Shares on 7 May 2015. Save for Ms. Heng Tong Bwee, Ms. Heng Siok Hong Veronica and Mr.
Lai Kangwei, none of the Beneficiaries are related to the Directors, Executive Officers and Substantial Shareholders.

(7)

This figure excludes Shares given to Dr. Beh Suan Tiong, Dr. Choo Wan Ling, Dr. Natalie Chua, Dr. Ng Koon Keng,
Ms. Heng Tong Bwee, Mr. Eric Choo, Ms. Heng Siok Hong Veronica, and Mr. Lai Kangwei.

(8)

Some of the Associates of our Directors, CEO and Substantial Shareholders intend to subscribe for up to, in
aggregate, 1,600,000 Placement Shares (representing approximately 0.73% of our Companys post-Invitation share
capital) at the Issue Price. In the event that they subscribe for any Placement Shares, they may dispose of or
transfer any or all of their Shares after the admission of our Company to Catalist.

(9)

Pursuant to Notes (1) and (8) above, assuming that our Independent Directors and the Associates of our Directors,
CEO and Substantial Shareholders subscribe for all of the Placement Shares mentioned therein (representing
approximately 0.96% of our Companys post-Invitation share capital), the number of New Shares available for the
Invitation will be reduced by approximately 4.82% to 41,500,000 Shares. Subject to the Invitation and the
Placement, we will make an announcement pursuant to Rule 428 of the Listing Manual at the close of the Application
List.

The Shares held by our Directors and Substantial Shareholders do not carry different voting rights
from the New Shares which are the subject of the Invitation.
CONTROL OF OUR COMPANY
Our Company is currently controlled (as such term is defined in the Listing Manual) by Dr. Lee
Keen Whye and Dr. Heng Tung Lan who hold directly and are deemed interested in approximately
[]% and []% of the total number of our issued Shares, respectively, immediately prior to the
Invitation and []% and []% of the total number of our issued Shares, respectively, immediately
after the completion of the Invitation.
Save as disclosed above, to the best of the knowledge of our Directors, our Company is not
directly or indirectly owned or controlled, whether severally or jointly, by any other corporation, any
government or other natural or legal person. Our Directors are not aware of any arrangement the
operation of which may, at a subsequent date, result in a change in control of our Company.
There has not been any public take-over offer by a third party in respect of our Shares or by our
Company in respect of the shares of another corporation which has occurred since the
incorporation of our Company to the Latest Practicable Date.
SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP
Save as disclosed above and in the sections entitled Share Capital, Dilution and Restructuring
Exercise of this Offer Document, there have been no significant changes in the percentage
ownership of our Company held by our Directors and Substantial Shareholders from its
incorporation until the Latest Practicable Date.

61

SHAREHOLDERS
MORATORIUM
Our Executive Directors, and Controlling Shareholders and their Associates (Excluding Dr.
Beh Suan Tiong)
Each of Dr. Lee Keen Whye, Dr. Heng Tung Lan, and Dr. Wong Chui Fong Anna (Dr. Lee Keen
Whyes spouse) who directly hold 41,953,428, 70,176,807 and 3,052,262 Shares respectively
(representing []%, []% and []% of our Companys post-Invitation share capital respectively),
has undertaken not to:
(i)

directly or indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge, grant any
option or right to purchase, grant any security over, encumber or otherwise dispose of, any
part of his or her shareholdings in the share capital of our Company immediately after the
Invitation (adjusted for any bonus issue or sub-division of Shares) for a period of six (6)
months commencing from the date of admission of our Company to Catalist; and

(ii)

for a period of six (6) months thereafter, not to, directly or indirectly, offer, sell, contract to
sell, realise, transfer, assign, pledge, grant any option or right to purchase, grant any security
over, encumber or otherwise dispose of, more than 50% of his or her original shareholdings
(adjusted for any bonus issue or sub-division of Shares) in our Company.

Dr. Beh Suan Tiong


Dr. Beh Suan Tiong who holds 23,954,226 Shares (representing []% of our Companys
post-Invitation share capital), has undertaken not to:
(i)

(ii)

in relation to his 17,473,684 Shares (representing []% of our Companys post-Invitation


share capital) which he had acquired more than twelve (12) months prior to the date of
admission of our Company to Catalist, not to:
(a)

directly or indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge, grant
any option or right to purchase, grant any security over, encumber or otherwise dispose
of, any part of those 17,473,684 Shares immediately after the Invitation (adjusted for
any bonus issue or sub-division of Shares) for a period of six (6) months commencing
from the date of admission of our Company to Catalist; and

(b)

for a period of six (6) months thereafter, not to, directly or indirectly, offer, sell, contract
to sell, realise, transfer, assign, pledge, grant any option or right to purchase, grant any
security over, encumber or otherwise dispose of, more than 50% of those 17,473,684
Shares (adjusted for any bonus issue or sub-division of Shares) in our Company; and

in relation to his 6,480,542 Shares (representing []% of our Companys post-Invitation share
capital) which he had received from Dr. Lee Keen Whye and Dr. Heng Tung Lan on [] May
2015, not to directly or indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge,
grant any option or right to purchase, grant any security over, encumber or otherwise dispose
of those 6,480,542 Shares immediately after the Invitation (adjusted for any bonus issue or
sub-division of Shares) for a period of twelve (12) months commencing from the date of
admission of our Company to Catalist.

62

SHAREHOLDERS
Dr. Ng Koon Keng
Dr. Ng Koon Keng, who holds 7,219,795 Shares (representing []% of our Companys postInvitation share capital) has undertaken, in relation to his 80,000 Shares (representing []% of our
Companys post-Invitation share capital) which he had received from Dr. Lee Keen Whye, Dr.
Heng Tung Lan, Dr. Beh Suan Tiong and Dr. Choo Wan Ling on [] May 2015 not to directly or
indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge, grant any option or right to
purchase, grant any security over, encumber or otherwise dispose of those 80,000 Shares
immediately after the Invitation (adjusted for any bonus issue or sub-division of Shares) for a
period of twelve (12) months commencing from the date of admission of our Company to Catalist.
Dr. Natalie Chua
Dr. Natalie Chua, who holds 500,000 Shares (representing []% of our Companys post-Invitation
share capital) has undertaken not to directly or indirectly, offer, sell, contract to sell, realise,
transfer, assign, pledge, grant any option or right to purchase, grant any security over, encumber
or otherwise dispose of those 500,000 Shares immediately after the Invitation (adjusted for any
bonus issue or sub-division of Shares) for a period of twelve (12) months commencing from the
date of admission of our Company to Catalist.
Dr. Choo Wan Ling
Dr. Choo Wan Ling, who holds 18,392,139 Shares (representing []% of our Companys
post-Invitation share capital) has undertaken:
(i)

(ii)

in relation to her 8,421,053 Shares (representing []% of our Companys post-Invitation


share capital) which she had acquired more than twelve (12) months prior to the date of
admission of our Company to Catalist, not to:
(a)

directly or indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge, grant
any option or right to purchase, grant any security over, encumber or otherwise dispose
of, any part of those 8,421,053 Shares immediately after the Invitation (adjusted for any
bonus issue or sub-division of Shares) for a period of six (6) months commencing from
the date of admission of our Company to Catalist; and

(b)

for a period of six (6) months thereafter, not to, directly or indirectly, offer, sell, contract
to sell, realise, transfer, assign, pledge, grant any option or right to purchase, grant any
security over, encumber or otherwise dispose of, more than 50% of those 8,421,053
Shares (adjusted for any bonus issue or sub-division of Shares) in our Company; and

in relation to her 9,971,086 Shares (representing [] of our Companys post-Invitation share


capital) which she had received from Dr. Lee Keen Whye and Dr. Heng Tung Lan on [] May
2015 not to directly or indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge,
grant any option or right to purchase, grant any security over, encumber or otherwise dispose
of those 9,971,086 Shares immediately after the Invitation (adjusted for any bonus issue or
sub-division of Shares) for a period of twelve (12) months commencing from the date of
admission of our Company to Catalist.

63

SHAREHOLDERS
Ms. Heng Tong Bwee
Ms. Heng Tong Bwee, who holds 3,780,943 Shares (representing []% of our Companys
post-Invitation share capital) has undertaken:
(i)

(ii)

in relation to her 3,730,543 Shares (representing []% of our Companys post-Invitation


share capital) which she had acquired more than twelve (12) months prior to the date of
admission of our Company to Catalist, not to:
(a)

directly or indirectly, offer, sell, contract to sell, realise, transfer, assign, pledge, grant
any option or right to purchase, grant any security over, encumber or otherwise dispose
of, any part of those 3,730,543 Shares immediately after the Invitation (adjusted for any
bonus issue or sub-division of Shares) for a period of six (6) months commencing from
the date of admission of our Company to Catalist; and

(b)

for a period of six (6) months thereafter, not to, directly or indirectly, offer, sell, contract
to sell, realise, transfer, assign, pledge, grant any option or right to purchase, grant any
security over, encumber or otherwise dispose of, more than 50% of those 3,730,543
Shares (adjusted for any bonus issue or sub-division of Shares) in our Company; and

in relation to her 50,400 Shares (representing []% of our Companys post-Invitation share
capital) which she had received from Dr. Lee Keen Whye, Dr. Heng Tung Lan, Dr. Beh Suan
Tiong and Dr. Choo Wan Ling on [] May 2015 not to directly or indirectly, offer, sell, contract
to sell, realise, transfer, assign, pledge, grant any option or right to purchase, grant any
security over, encumber or otherwise dispose of those 50,400 Shares immediately after the
Invitation (adjusted for any bonus issue or sub-division of Shares) for a period of twelve (12)
months commencing from the date of admission of our Company to Catalist.

The Beneficiaries
The Beneficiaries (excluding Dr. Beh Suan Tiong, Dr. Ng Koon Keng, Dr. Natalie Chua, Dr. Choo
Wan Ling and Ms. Heng Tong Bwee), who collectively hold 1,020,400 Shares (representing []%
of our Companys post-Invitation share capital) have undertaken not to directly or indirectly, offer,
sell, contract to sell, realise, transfer, assign, pledge, grant any option or right to purchase, grant
any security over, encumber or otherwise dispose of those 1,020,400 Shares immediately after
the Invitation (adjusted for any bonus issue or sub-division of Shares) for a period of twelve (12)
months commencing from the date of admission of our Company to Catalist.

64

INVITATION STATISTICS
[]

Issue Price (cents)


NTA (cents)
NTA per Share based on the audited combined balance sheet of our Group
as at 31 December 2014:
(i)

before adjusting for the estimated net proceeds from the issue of the
New Shares and based on the pre-Invitation share capital of
174,400,000 Shares; and

[]

(ii)

after adjusting for the estimated net proceeds from the issue of the
New Shares and based on the post-Invitation share capital of
218,000,000 Shares.

[]

Premium of the Issue Price over the NTA per Share:


(i)

before adjusting for the estimated net proceeds from the issue of the
New Shares and based on the pre-Invitation share capital of
174,400,000 Shares; and

[]%

(ii)

after adjusting for the estimated net proceeds from the issue of the
New Shares and based on the post-Invitation share capital of
218,000,000 Shares.

[]%

Dividends (cents)
Historical DPS based on the audited combined financial information of our
Group for FY2014 and the pre-Invitation share capital of 174,400,000
Shares.

1.25

Historical DPS based on the audited combined financial information of our


Group for FY2014 and the post-Invitation share capital of 218,000,000
Shares, assuming that the recommendation to distribute 90.0% of our net
profit after tax and service agreements have been in place from the
beginning of FY2014.

1.83

Dividend Yield
Historical dividend yield based on the audited combined financial
information of our Group for FY2014 and the pre-Invitation share capital of
174,400,000 Shares.

5.0%

Historical dividend yield based on the audited combined financial


information of our Group for FY2014 and the post-Invitation share capital of
218,000,000 Shares, assuming that the recommendation to distribute
90.0% of our net profit after tax and service agreements have been in place
from the beginning of FY2014.

7.3%

65

INVITATION STATISTICS
EPS (cents)
Historical EPS based on the audited combined financial information of our
Group for FY2014 and the pre-Invitation share capital of 174,400,000
Shares.

2.44

Historical EPS based on the audited combined financial information of our


Group for FY2014 and the post-Invitation share capital of 218,000,000
Shares, assuming that the service agreements have been in place from the
beginning of FY2014.

[]

Price Earnings Ratio


Historical PER based on the historical EPS of our Group for FY2014 and the
pre-Invitation share capital of 174,400,000 Shares.

[]

Historical PER based on the historical EPS of our Group for FY2014 and the
pre-Invitation share capital of 174,400,000 Shares, assuming that the
service agreements have been in place from the beginning of FY2014.

[]

Net Operating Cash Flow(1) per Share (cents)


Historical net operating cash flow per Share based on the audited combined
financial information of our Group for FY2014 and the pre-Invitation share
capital of 174,400,000 Shares.

2.82

Historical net operating cash flow per Share based on the audited combined
financial information of our Group for FY2014 and the pre-Invitation share
capital of 174,400,000 Shares, assuming that the service agreements have
been in place from the beginning of FY2014.

3.01

Ratio of Price To Net Operating Cash Flow


Ratio of Issue Price to historical net operating cash flow per Share for
FY2014 based on the pre-Invitation share capital of 174,400,000 Shares.

[]

Ratio of Issue Price to historical net operating cash flow per Share for
FY2014 based on the pre-Invitation share capital of 174,400,000 Shares,
assuming that the service agreements have been in place from the
beginning of FY2014.

[]

Market Capitalisation
Market capitalisation based on the Issue Price and our post-Invitation share
capital of 218,000,000 Shares.

S$[]

Note:
(1)

Net operating cash flow is defined as net profit attributable to equity holders of our Company with depreciation and
amortisation charges added back.

66

DILUTION
Dilution is the amount by which the Issue Price to be paid by the new investors for the New Shares
(New Investors) exceeds our NTA per Share immediately after the Invitation.
Our NTA per Share as at 31 December 2014 before adjusting for the estimated net proceeds from
the Invitation and based on the pre-Invitation share capital of 174,400,000 Shares, was 6.32
cents.
Based on the issue of 43,600,000 New Shares at the Issue Price pursuant to the Invitation, our
NTA per Share after adjusting for the estimated net proceeds from the Invitation and based on the
post-Invitation share capital of 218,000,000 Shares, would be [] cents. This represents an
immediate increase in NTA per Share of [] cents to our existing Shareholders and an immediate
dilution in NTA per Share of approximately [] cents to our New Investors.
The following illustrates such dilution on a per Share basis as at 31 December 2014:
Cents
Issue Price per Share

[]

NTA per Share as at 31 December 2014 based on the pre-Invitation


share capital of 174,400,000 Shares

6.32

Increase in NTA per Share attributable to existing Shareholders

[]

NTA per Share after the Invitation

[]

Dilution in NTA per Share to New investors

[]

The following table summarises the total number of Shares acquired by our Directors and
Substantial Shareholders and their Associates during the period of three (3) years prior to the date
of lodgement of this Offer Document, the total consideration paid by them for such acquisition and
the effective cash cost per Share to them, and by our new public investors pursuant to the
Invitation.

Number of Shares
acquired

Total
consideration
(S$)

Effective
cash cost
per Share
(S$)

Dr. Lee Keen Whye

66,710,422(1)

1,334,208

0.02

Dr. Heng Tung Lan

81,394,641 (2)

1,627,893

0.02

873,684

0.05 (4)

Directors

Dr. Beh Suan Tiong

23,954,226

(3)

Mr. Christopher Chong Meng Tak

Mr. Chan Heng Toong

Mr. Chooi Yee-Choong

3,052,262 (6)

(8)

Substantial
Shareholders and Associates
Dr. Wong Chui Fong Anna (5)
Ms. Heng Tong Bwee

(7)

Ms. Heng Siok Hong Veronica

3,780,943
(9)

216,000

67

(10)

DILUTION
Notes:
(1)

This figure includes Shares given by Dr. Lee Keen Whye to the Beneficiaries.

(2)

This figure includes Shares given by Dr. Heng Tung Lan to the Beneficiaries.

(3)

This figure includes the 6,480,542 Shares given by Dr. Lee Keen Whye and Dr. Heng Tung Lan to him, and for which
he did not pay any consideration.

(4)

This figure is calculated based on the number of Dr. Beh Suan Tiongs Shares, excluding the 6,480,542 Shares given
by Dr. Lee Keen Whye and Dr. Heng Tung Lan to him, and for which he did not pay any consideration.

(5)

Dr. Wong Chui Fong Anna is the wife of Dr. Lee Keen Whye.

(6)

This figure includes the 3,052,262 Shares which Dr. Lee Keen Whye had renounced in her favour as a gift.

(7)

Ms. Heng Tong Bwee is the sister of Dr. Heng Tung Lan.

(8)

This figure includes the 3,730,543 Shares which Dr. Heng Tung Lan had renounced in her favour as a gift, and the
50,400 Shares given by Dr. Lee Keen Whye and Dr. Heng Tung Lan to her, and for which she did not pay any
consideration.

(9)

Ms. Heng Siok Hong Veronica is the wife of Dr. Beh Suan Tiong.

(10)

This figure includes the 216,000 Shares given by Dr. Beh Suan Tiong to her, and for which she did not pay any
consideration.

68

RESTRUCTURING EXERCISE
The Company was incorporated in Singapore on 6 January 2011 with an initial issued and paid-up
share capital of S$10.00 comprising 100 Shares allotted and issued to Dr. Lee Keen Whye. On 18
October 2011, the Company allotted and issued another 100 Shares to Dr. Heng Tung Lan at the
aggregate issue price of S$10.00.
Prior to the lodgement of this Offer Document, our Group undertook the Restructuring Exercise
and completed the transactions described below in connection with the Invitation.
(a)

Acquisition of K W Lee Clinic and Heng Clinic for Women


Pursuant to a restructuring agreement dated 22 September 2013, the Company acquired the
entire issued and paid-up share capital of K W Lee Clinic and Heng Clinic for Women from
Dr. Lee Keen Whye and Dr. Heng Tung Lan for the consideration of S$1,334,208.44 and
S$1,627,892.82, respectively, which was satisfied in full by the allotment and issue of
66,710,422 Shares and 81,394,641 Shares by our Company to Dr. Lee Keen Whye and Dr.
Heng Tung Lan, respectively, at the effective issue price of approximately S$0.02 per Share.
Notwithstanding that the Lee and Heng Acquisition was completed on 11 February 2014, it
was agreed that save for dividends declared and paid, the Company shall be entitled to all
beneficial title, rights, interests, income, properties, revenue, profits, proceeds, gains,
bonuses, distributions and/or benefits of whatsoever nature, accrued, accruing or which shall
accrue upon and in respect of the shares of K W Lee Clinic and Heng Clinic for Women, with
effect from 1 January 2011.
On 11 February 2014, Dr. Lee Keen Whye and Dr. Heng Tung Lan renounced 8,222,670
Shares and 10,049,930 Shares respectively, and directed the Company to allot and issue
such Shares, to Dr. Ng Koon Keng, Mr. Peter Tan, Dr. Wong Chui Fong Anna and Ms. Heng
Tong Bwee in the proportions set out in the table below:
Renouncee

No. of Shares
acquired from
Dr. Lee Keen
Whye

Consideration
paid to Dr. Lee
Keen Whye

No. of Shares
acquired from
Dr. Heng Tung
Lan

Consideration
paid to Dr. Heng
Tung Lan

Dr. Ng Koon Keng

3,212,908

S$209,660

3,926,887

S$247,340

Mr. Peter Tan

1,957,500

S$391,600

2,392,500

S$478,400

Dr. Wong Chui


Fong Anna

3,052,262

Not applicable as
the Shares were
renounced
by
Dr.
Lee
Keen
Whye in favour of
Dr. Wong Chui
Fong Anna as a
gift

Ms. Heng Tong


Bwee

3,730,543

Not applicable as
the Shares were
renounced
by
Dr. Heng Tung Lan
in favour of Ms.
Heng Tong Bwee
as a gift

69

RESTRUCTURING EXERCISE
Upon renunciation of 8,222,670 Shares and 10,049,930 Shares by Dr. Lee Keen Whye and
Dr. Heng Tung Lan, the Company allotted and issued the remaining 58,487,752 Shares and
71,344,711 Shares to Dr. Lee Keen Whye and Dr. Heng Tung Lan respectively on 11
February 2014.
The Lee and Heng Acquisition was not conducted on an arms length basis but on a
willing-buyer willing-seller basis, and the Shares allotted and issued by our Company as
consideration for the acquisition of K W Lee Clinic and Heng Clinic for Women was on a net
tangible asset value basis.
(b)

Acquisition of Behs Clinic for Women and ST Surgery


Pursuant to a sale and purchase agreement dated 27 June 2013 and supplemental
agreements dated 23 August 2013 and 1 January 2014 respectively, the Company acquired
the entire issued and paid-up share capital of Behs Clinic for Women and ST Surgery from
Dr. Beh Suan Tiong and Ms. Heng Siok Hong Veronica for the consideration of S$873,684.20
which was satisfied in full by the allotment and issue of 17,473,684 Shares by our Company
to Dr. Beh Suan Tiong at the issue price of S$0.05 per Share (the Beh Acquisition).
The Beh Acquisition was conducted at arms length and on a willing-buyer willing-seller
basis, and the Shares allotted and issued by our Company as consideration for the
acquisition of Behs Clinic for Women and ST Surgery was on a premium to net tangible asset
value basis.
Notwithstanding that the Beh Acquisition was completed on 11 February 2014, it was agreed
that save for dividends declared and paid, the Company shall be entitled to all beneficial title,
rights, interests, income, properties, revenue, profits, proceeds, gains, bonuses,
distributions and/or benefits of whatsoever nature, accrued, accruing or which shall accrue
upon and in respect of the shares of Behs Clinic for Women and ST Surgery, with effect from
1 January 2014.
As at the Latest Practicable Date, ST Surgery is undergoing a members voluntary
winding-up. ST Surgery is a company incorporated for the administration of hospital receipts
for work done by Dr. Beh Suan Tiong at private hospitals only. As such, it is not associated
with and did not operate any medical clinics. Since the Groups acquisition of ST Surgery on
11 February 2014, it has not been a significant revenue generator or profit contributor. ST
Surgerys business had been amalgamated into Behs Clinic for Women with effect from June
2014. ST Surgery is expected to be dissolved in May 2015.

(c)

Acquisition of Choo Wan Ling Womens Clinic


Pursuant to a sale and purchase agreement dated 27 June 2013 and supplemental
agreements dated 23 August 2013 and 1 January 2014 respectively, the Company acquired
the entire issued and paid-up share capital of Choo Wan Ling Womens Clinic from Dr. Choo
Wan Ling for the consideration of S$421,052.65 which was satisfied in full by the allotment
and issue of 8,421,053 Shares by our Company to Dr. Choo Wan Ling at the issue price of
S$0.05 per Share (the Choo Acquisition).
The Choo Acquisition was conducted at arms length and on a willing-buyer willing-seller
basis, and the Shares allotted and issued by our Company as consideration for the
acquisition of Choo Wan Ling Womens Clinic was on a premium to net tangible asset value
basis.
70

RESTRUCTURING EXERCISE
Notwithstanding that the Choo Acquisition was completed on 11 February 2014, it was
agreed that save for dividends declared and paid, the Company shall be entitled to all
beneficial title, rights, interests, income, properties, revenue, profits, proceeds, gains,
bonuses, distributions and/or benefits of whatsoever nature, accrued, accruing or which shall
accrue upon and in respect of the shares of Choo Wan Ling Womens Clinic, with effect from
1 January 2014.
Following the aforementioned Restructuring Exercise, our Company owns the entire issued and
paid-up share capital of K W Lee Clinic, Heng Clinic for Women, Behs Clinic for Women, ST
Surgery and Choo Wan Ling Womens Clinic.

71

GROUP STRUCTURE
Our Group structure as at the date of this Offer Document is as follows:

The
Company

Behs
Clinic for
Women
Pte. Ltd.

100%

100%

100%

Choo Wan
Ling
Womens
Clinic
Pte. Ltd.

Heng
Clinic for
Women
Pte. Ltd.

100%
K W Lee
Clinic &
Surgery
for
Women
Pte. Ltd.

100%
SOGRadhika
Breast &
General
Surgicare
Pte. Ltd.

100%
SOGCindy
Pang
Clinic for
Women
Pte. Ltd.

100%
ST
Surgery
Pte. Ltd

The details of each subsidiary of our Company as at the date of this Offer Document are as
follows:
Effective
Equity
Held by
our Group

Issued
and paid
up Capital

O&G related
services

100%

S$30,000

Gleneagles
Medical Centre

O&G related
services

100%

S$10,000

9 March 2005/
Singapore

Parkway East
Medical Centre

O&G related
services

100%

S$100

K W Lee Clinic &


Surgery for
Women Pte. Ltd.

25 October 2011/
Singapore

Gleneagles
Medical Centre

O&G related
services

100%

S$2

SOG-Radhika
Breast & General
Surgicare
Pte. Ltd.

22 September
2014/Singapore

Gleneagles
Medical Centre

Specialised
medical
services

100%

S$1,000

SOG-Cindy Pang
Clinic for Women
Pte. Ltd.

20 October
2014/Singapore

Mount Elizabeth
Novena Specialist
Centre

Specialised
medical
services

100%

S$1,000

20 July 2006/
Singapore

69 Thomson Ridge,
Thomson Ridge
Estate, Singapore
574651

Administrative
services

100%

S$2

Date/
Country of
Incorporation

Principal Place of
Business

Principal
Activities

Behs Clinic for


Women Pte. Ltd.

1 October 2003/
Singapore

Thomson Medical
Centre

Choo Wan Ling


Womens Clinic
Pte. Ltd.

27 December
2010/Singapore

Heng Clinic for


Women Pte. Ltd.

Subsidiaries

ST Surgery
Pte. Ltd.(1)

Note:
(1)

As at the date hereof, ST Surgery is undergoing a members voluntary winding-up. ST Surgery is a company
incorporated for the administration of hospital receipts for work done by Dr. Beh Suan Tiong at private hospitals only.
As such, it is not associated with and did not operate any medical clinics. Since the Groups acquisition of ST
Surgery on 11 February 2014 it has not been a significant revenue generator or profit contributor. ST Surgerys
business had been amalgamated into Behs Clinic for Women with effect from June 2014. ST Surgery is expected
to be dissolved in May 2015.

72

SUMMARY OF OUR FINANCIAL INFORMATION


The following selected financial information should be read in conjunction with the full text of this
Offer Document, including the Audited Combined Financial Statements of Singapore O&G Ltd.
and its Subsidiaries for the Financial Years ended 31 December 2012, 2013 and 2014 and the
Unaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and its
Subsidiaries for the Financial Year ended 31 December 2014 as set out in Appendices A and B,
respectively, of this Offer Document.
Audited Combined Statement of Comprehensive Income of our Group for the Financial
Years ended 31 December 2012, 2013 and 2014
(S$)

FY2012

FY2013

FY2014

8,116,481

8,641,700

13,546,906

144,365

66,545

145,563

Consumables and medical supplies used

(1,252,221)

(1,211,801)

(1,510,199)

Employee benefits expense

(2,663,830)

(2,763,173)

(4,835,122)

Depreciation of plant and equipment

(80,133)

(126,329)

(187,934)

Other operating expenses

(838,843)

(887,479)

(2,119,003)

Profit from operations

3,425,819

3,719,463

5,040,211

Finance income

1,443

2,381

154

Finance expenses

(907)

(1,512)

(999)

Net finance costs

536

869

(845)

Profit before income tax

3,426,355

3,720,332

5,039,366

Income tax expense

(425,730)

(600,177)

(791,316)

Profit for the year/Total comprehensive income for


the period/year

3,000,625

3,120,155

4,248,050

Revenue
Other operating income

73

SUMMARY OF OUR FINANCIAL INFORMATION


Audited Combined Statement of the Financial Position of our Group as at 31 December
2012, 2013 and 2014 and Unaudited Pro Forma Combined Statement of the Financial
Position of our Group as at 31 December 2014
Audited
As at
31 December
2012

Audited
As at
31 December
2013

Audited
As at
31 December
2014

Unaudited
Pro Forma
As at
31 December
2014 (1)

Total Current Assets

5,545,128

8,019,896

13,412,458

11,930,058

Cash & cash equivalents

4,579,884

6,409,181

11,276,114

9,793,714

Inventories

162,205

219,013

204,860

204,860

Trade and other receivables

803,039

1,391,702

1,931,484

1,931,484

Total Non-Current Assets

307,214

406,550

1,443,678

1,443,678

842,295

842,295

307,214

406,550

601,383

601,383

5,852,342

8,426,446

14,856,136

13,373,736

Total Current Liabilities

909,674

1,657,752

2,987,381

2,987,381

Trade and other payables

448,118

777,781

1,749,551

1,749,551

Deferred revenue

9,969

308,340

279,076

279,076

Finance leases

36,000

Current tax liabilities

415,587

571,631

958,754

958,754

Non-Current Liabilities

74,855

7,249

12,696

12,696

Deferred tax liabilities

20,855

7,249

12,696

12,696

Finance leases

54,000

Total Liabilities

984,529

1,665,001

3,000,077

3,000,077

4,867,813

6,761,445

11,856,059

10,373,659

20

20

4,212,615

4,212,615

Merger reserve

1,266,790

1,266,790

(1,695,311)

(1,695,311)

Capital reserve

1,771,070

1,771,070

3,601,003

5,494,635

7,567,685

6,085,285

(S$)

Goodwill
Plant and equipment
Total Assets

Equity
Share capital

Retained earnings
Note:
(1)

Please refer to the Unaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and its
Subsidiaries for the Financial Year ended 31 December 2014 as set out in Appendix B of this Offer Document. The
Unaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and its Subsidiaries for the Financial
Year ended 31 December 2014 has been prepared for illustrative purposes only, and is based on certain
assumptions, and after making certain adjustments to show what the financial position and cash flow of the pro
forma Group for the financial year ended 31 December 2014 would have been if the final dividend of 35% of net
income amount of S$1,482,400 had been paid during the financial year ended 31 December 2014.

74

MANAGEMENTS DISCUSSION AND ANALYSIS OF


RESULTS OF OPERATIONS AND FINANCIAL POSITION
The following discussion of our results of operations and financial position should be read in
conjunction with the Audited Combined Financial Statements of Singapore O&G Ltd. and its
Subsidiaries for the Financial Years ended 31 December 2012, 2013 and 2014 as set out in
Appendix A of this Offer Document. This discussion contains forward-looking statements that
involve risks and uncertainties. Our actual results may differ significantly from those projected in
the forward-looking statements. Factors that might cause future results to differ significantly from
those projected in the forward-looking statements include, but are not limited to, those discussed
below and elsewhere in this Offer Document, particularly in the section titled Risk Factors. Under
no circumstances should the inclusion of such forward-looking statements be regarded as a
representation, warranty or prediction with respect to the accuracy of the underlying assumptions
by our Company, the Sponsor, Issue Manager, Underwriter and Placement Agent or any other
person. Investors are cautioned not to place undue reliance on these forward-looking statements.
Please refer to the section titled Cautionary Note Regarding Forward-Looking Statements of this
Offer Document.
OVERVIEW
We are a specialist medical group based in Singapore and regulated by the MOH and SMC. We
are amongst Singapores leading specialist groups in the area of O&G. Our main clients are
women and our main business is the provision of O&G services. We offer not only prenatal,
delivery and postnatal care but also specialist care in female hormonal and urological problems
and other diseases related to the female genital system. Since December 2014, we have also
started offering breast and gynaecological cancer treatments, and general surgical services.
Revenue
Our revenue is derived from the provision of O&G services, which includes general and ancillary
surgical services, breast and gynaecological cancer treatments, and medication and
supplements. Medication and supplements are not significant revenue generators or profit
contributors.
Revenue is recognised upon the completion of services rendered with the exception of antenatal
packages. Antenatal packages are collected upfront and the revenue is recognised on a monthly
basis over the patients remaining pregnancy periods and up to the delivery of the child.
The main factors that affect revenue include:

the number of live births in Singapore;

the general affluence of Singaporeans and their decision to use private doctors over public
doctors; and

the number of foreign employees working in Singapore.

75

MANAGEMENTS DISCUSSION AND ANALYSIS OF


RESULTS OF OPERATIONS AND FINANCIAL POSITION
Other Operating Income
Other operating income for FY2012, FY2013 and FY2014 amounted to S$144,000, S$67,000 and
S$146,000 respectively and accounted for 1.8%, 0.8% and 1.1% of revenue for the corresponding
period. Other operating income comprises:

rental income; and

government grants and other sundry income.

Rental income relates to the sub-leasing of clinical premises to third parties and other entities that
do not form part of the Groups structure for FY2012 and FY2013.
In FY2012, FY2013 and FY2014, rental income accounted for about 89.4%, 58.6% and 20.0% of
other operating income respectively. Government grants accounted for about 3.5%, 37.8% and
66.6% of other operating income respectively. Other sundry income accounted for the rest.
Consumables and Medical Supplies Used
For FY2012, FY2013 and FY2014, the Groups consumables and medical supplies used
amounted to S$1.3 million, S$1.2 million and S$1.5 million respectively. Consumables and
medical supplies used comprise the following items:

consumables incidentals and others;

medication and supplements;

laboratory tests and charges; and

hospital facility charges.

A breakdown of the percentage contributions of each of the above items to Groups consumables
and medical supplies used for FY2012, FY2013 and FY2014 is set out as follows:
FY2012

FY2013

FY2014

S$000

S$000

S$000

0.3

0.5

66

4.3

Medication and Supplements

692

55.2

955

78.8

812

53.8

Laboratory Test and Charges

417

33.3

183

15.1

418

27.7

Hospital Facility Charges

140

11.2

68

5.6

214

14.2

Consumables, Incidentals and Others

The changes in percentages in medical and supplements in FY2014 is primarily due to the
success of the Groups central procurement process and cost effectiveness program. The
remaining changes in FY2012, FY2013 and FY2014 are in tandem to the increase in revenue.

76

MANAGEMENTS DISCUSSION AND ANALYSIS OF


RESULTS OF OPERATIONS AND FINANCIAL POSITION
Employee Benefits Expense
Employee benefits expense comprises salaries, bonuses, CPF contributions and other benefits
for:

SOG executive officers;

SOG management staff;

specialist medical practitioners;

junior specialist medical practitioners; and

clinical staff (e.g. staff nurses, enrolled nurses and clinic assistants).

In FY2012, FY2013, and FY2014, staff costs and benefits amounted to S$2.7 million, S$2.8 million
and S$4.8 million respectively. The rise in the FY2014 dollar costs were primarily due to the
addition of two specialist medical practitioners to the Group. The Groups specialist medical
practitioners costs accounted for about 58.8%, 58.7% and 58.8% of total staff costs and benefits
for FY2012, FY2013 and FY2014, respectively.
In FY2012, FY2013 and FY2014, staff costs and benefits as a percentage of total expenses
(excluding consumables & medical supplies used and finance expenses) was 74.4%, 73.2% and
67.7% respectively.
Depreciation of Plant and Equipment
Depreciation of plant and equipment for FY2012, FY2013 and FY2014 amounted to S$80,000,
S$126,000 and S$188,000, respectively. The increase is mainly due to the completion of
renovation works at our medical clinic at 34 at Cassia Crescent and the acquisition of a new
ultrasound machine in early 2013.
Other Operating Expenses
Other operating expenses in FY2012, FY2013 and FY2014 amounted to S$0.8 million, S$0.9
million and S$2.1 million. The sharp rise in other operating expenses was due primarily to listing
expenses of S$0.8 million included in FY2014; and a rise in manpower, more marketing activities
and campaigns and the opening of a new clinic of S$0.4 million in FY2014. Other operating
expenses comprise:

administrative expenses (such as bank charges, credit cards and NETS charges, office
supplies, printing and stationery, professional fees, doctors medical professional insurance);

entertainment expenses;

general expenses (such repair and maintenance, cleaning and housekeeping, local travelling
expenses, utilities);

marketing and business development expenses (such as advertising, sponsorships, social


and networking);

operating lease expenses (such as rental of clinic and office, storage rental); and

telecommunication expenses.
77

MANAGEMENTS DISCUSSION AND ANALYSIS OF


RESULTS OF OPERATIONS AND FINANCIAL POSITION
A breakdown of the percentage contributions by major items in other operating expenses for
FY2012, FY2013 and FY2014 is set out as follows:
FY2012

FY2013

FY2014

S$000

S$000

S$000

Administrative expenses

254

30.3

411

46.3

1,232

58.1

Operating lease expenses

221

26.3

400

45.1

560

26.4

General expenses

32

3.8

0.6

0.3

Others

332

39.6

71

8.0

322

15.2

Finance Income and Finance Expenses


Finance income relates to the interest income earned from the placement of cash surplus with
financial institutions. Finance income in FY2012, FY2013 and FY2014 amounted to S$1,000,
S$2,000 and S$154, respectively.
Finance expenses relates to the interest expenses paid for a finance lease arrangement and bank
charges incurred. Finance expenses in FY2012, FY2013 and FY2014 amounted to S$1,000,
S$2,000 and S$1,000, respectively.
Income Tax Expenses
The Singapore income tax rate during FY2012, FY2013 and FY2014 remained at 17.0%. Our
Groups overall effective tax rates were 12.4%, 16.1% and 15.7% for FY2012, FY2013 and
FY2014, respectively. During these periods, the Groups effective tax rates were lower than the
prevailing statutory tax rate due to tax exemption scheme for new start-up companies and tax
rebates.
REVIEW OF PAST PERFORMANCE FY2012 vs FY2013
Revenue
Revenue increased by S$0.5 million or 6.5%, from S$8.1 million in FY2012 to S$8.6 million in
FY2013. The increase was mainly attributed by the increase in revenue from the junior specialist
medical practitioners due to the spill over of patients from the specialist medical practitioners. This
is part of the Groups strategy of recruiting junior specialist medical practitioners to manage such
spill over of patients. Our business model is designed to assist young O&G doctors in the public
sector who are looking to move into the private sector by providing them a ready list of patients
and assistance with respect to base salary and lower set up costs.
Other Operating Income
Other operating income decreased by S$78,000 or 53.9% from S$144,000 in FY2012 to S$66,000
in FY2013. This decrease is due to lower rental income received.

78

MANAGEMENTS DISCUSSION AND ANALYSIS OF


RESULTS OF OPERATIONS AND FINANCIAL POSITION
Consumables and Medical Supplies Used
Consumables and medical supplies used remained consistent at about S$1.2 million for FY2012
and FY2013 and this is due to the result of cost containment arising from the Groups central
procurement process and cost effectiveness program.
Employee Benefits Expense
Employee benefits expense increased by S$0.1 million or 3.7% from S$2.7 million in FY2012 to
S$2.8 million in FY2013. The increase is mainly due to an increase in clinical staff from a
headcount of 13 in FY2012 to a headcount of 20 in FY2013.
Depreciation of Plant and Equipment
Depreciation increased by S$46,000 or 57.6% from S$80,000 in FY2012 to S$126,000 in FY2013.
The increase is mainly due to the completion of renovation works at our medical clinic at 34 Cassia
Crescent and the acquisition of a new ultrasound machine in early 2013.
Other Operating Expenses
Other operating expenses increased by S$49,000 or 5.8% from S$0.8 million in FY2012 to S$0.9
million in FY2013. The increase is due to more marketing activities and campaigns to create
market awareness.
Profit Before Taxation
As a result of the above, profit before tax increased by S$0.3 million or 8.6% from S$3.4 million
in FY2012 to S$3.7 million in FY2013.
Income Tax Expenses
The effective tax rate increased by 3.7%, from 12.4% in FY2012 to 16.1% in FY2013 due to the
tax incentives and rebates received in FY2012. Accordingly, income tax expense increased by
S$0.2 million or 41.0% from S$0.4 million in FY2012 to S$0.6 million in FY2013.
REVIEW OF PAST PERFORMANCE FY2013 vs FY2014
Revenue
Our revenue increased by S$4.9 million or 56.8% from S$8.6 million in FY2013 to S$13.5 million
in FY2014. The increase is mainly attributed to:

the acquisition of Behs Clinic for Women, ST Surgery and Choo Wan Ling Womens Clinic.
Consolidation of these entities/clinics into the Group, accounted for S$4.8 million in revenue
growth for FY2014; and

recruitment of two new specialist medical practitioners Dr. Radhika Lakshmanan and Dr.
Cindy Pang towards late FY2014. Their combined revenue to the Group amounted to S$0.1
million in FY2014.

79

MANAGEMENTS DISCUSSION AND ANALYSIS OF


RESULTS OF OPERATIONS AND FINANCIAL POSITION
Other Operating Income
Our other operating income increased by S$79,000 or 118.7% from S$67,000 in FY2013 to
S$146,000 in FY2014. The increase is mainly due to more government grants received in FY2014.
Consumables and Medical Supplies Used
Our consumables and medical supplies used increased by S$0.3 million or 24.6% from S$1.2
million in FY2013 to S$1.5 million in FY2014. The increase is mainly attributed by the additional
consumables and medical supplies used in Behs Clinic for Women and Choo Wan Ling Womens
Clinic of S$0.5 million in FY2014, offset by the reduction in consumables and medical supplies of
S$0.2 million due primarily to the success of the Groups central procurement process and cost
effectiveness program.
Employee Benefits Expense
Our employee benefits expense increased by S$2.0 million or 75.0% from S$2.8 million in FY2013
to S$4.8 million in FY2014. The increase is mainly attributed to:

staff costs and benefits of S$1.6 million for the specialist medical practitioners and clinical
staff of Behs Clinic for Women, Choo Wan Ling Womens Clinic, SOG-Radhika Breast &
General Surgicare and SOG-Cindy Pang Clinic in FY2014;

increase in staff costs and benefits for SOGs managerial and administrative staff of S$0.3
million due to an increase in headcount and salary adjustments in FY2014; and

performance incentive bonus payout of S$0.1 million to a specialist medical practitioner in


FY2014.

Depreciation of Plant and Equipment


Our depreciation of plant and equipment increased by S$62,000 or 48.8% from S$126,000 in
FY2013 to S$188,000 in FY2014. The increase is mainly due to the increase in depreciation of
renovation and further computerisation.
Other Operating Expenses
Our other operating expenses increased by S$1.2 million or 138.8% from S$0.9 million in FY2013
to S$2.1 million in FY2014. The increase is mainly attributed to:

other operating expenses of S$0.7 million from Behs Clinic for Women, Choo Wan Ling
Womens Clinic, SOG-Radhika Breast & General Surgicare and SOG-Cindy Pang Clinic; and

S$0.7 million of listing related expenses recognised in FY2014.

The increase is offset by a reduction of S$0.2 million in other operating expenses from the existing
specialist medical practitioners. This reflects the Groups continuous effort to streamline
processes to achieve synergies and cost effectiveness.

80

MANAGEMENTS DISCUSSION AND ANALYSIS OF


RESULTS OF OPERATIONS AND FINANCIAL POSITION
Profit Before Taxation
As a result of the above, profit before tax increased by S$1.3 million or 35.5% from S$3.7 million
in FY2013 to S$5.0 million in FY2014.
Income Tax Expenses
The effective tax rate decreased slightly by 0.4%, from 16.1% in FY2013 to 15.7% in FY2014 due
to tax savings arising from tax planning and utilisation of Groups tax relief. Accordingly, income
tax expense increased by S$0.2 million or 31.8% from S$0.6 million in FY2013 to S$0.8 million in
FY2014.
REVIEW OF FINANCIAL POSITION
As at 31 December 2014
Non-current assets
As at 31 December 2014, non-current assets amounted to S$1.4 million or 9.7% of the Groups
total assets. Non-current assets consist of the following:

Goodwill of S$0.8 million or 58.3% of the Groups total non-current assets, arising from the
acquisition of Behs Clinic for Women and Choo Wan Ling Womens clinic; and

Plant and equipment of S$0.6 million, or 41.7% of the Groups total non-current assets,
comprising office renovation of S$15,000, furniture and fittings of S$29,000, medical
equipment of S$338,000, renovation of S$202,000, and computers and office equipment of
S$16,000.

Current Assets
As at 31 December 2014, current assets of S$13.4 million accounted for 90.3% of the Groups
total assets. Current assets consist of the following:

Inventories of S$0.2 million or 1.5% of the Groups total current assets, comprising
medication;

Trade and other receivables of S$1.9 million or 14.4% of the Groups total current asset,
comprising mainly of doctors professional fees to be paid by the hospitals and insurance
companies, prepayments and deposits; and

Cash and cash equivalents of S$11.3 million or 84.1% of the Groups total current asset.

Current Liabilities
As at 31 December 2014, our current liabilities amounted to S$3.0 million, representing 99.6% of
the Groups total liabilities, and consist of the following:

Trade and other payables of S$1.7 million or 58.6% of the Groups total current liabilities;

81

MANAGEMENTS DISCUSSION AND ANALYSIS OF


RESULTS OF OPERATIONS AND FINANCIAL POSITION

Deferred revenue of S$0.3 million or 9.3% of the Groups total current liabilities, relating to
antenatal package fees collected upfront from patients for consultations that have yet to be
performed; and

Current tax liabilities of S$1.0 million or 32.1% of the Groups total current liabilities,
comprising income tax payables.

Non-Current Liabilities
As at December 2014, non-current liabilities comprise only deferred tax liabilities and amounted
to S$13,000 or 0.4% of the Groups total liabilities. Deferred tax liabilities arose from the timing
differences in tax payable.
Shareholders Equity
As at 31 December 2014, shareholders equity of S$11.9 million comprises issued and fully paid
share capital of S$4.2 million, capital reserve of S$1.8 million and retained earnings of S$7.6
million; this was offset by the merger reserve of S$1.7 million.
LIQUIDITY, INDEBTEDNESS AND CAPITAL RESOURCES
For the Period Under Review, our Group financed our growth and operations through combination
of funds generated from our operating activities and advances from Directors. The principal usage
of cash had been for working capital and acquisition of plant and equipment.
Based on the Audited Combined Financial Statements of Singapore O&G Ltd. and its
Subsidiaries for the Financial Years ended 31 December 2012, 2013 and 2014 as set out in
Appendix A of this Offer Document, our shareholders equity amounted to S$11.8 million and nil
indebtedness. The Group had fully settled all finance lease arrangement in FY2013 and there
were no other debt financing arrangement in prior years. Therefore, our gearing ratio (defined as
the sum of indebtedness divided by shareholders equity) was zero.
As at the 31 December 2014, we had an aggregate net cash surplus position of S$11.3 million.
As at the Latest Practicable Date, we had a net cash surplus of S$11.6 million. Please refer to the
section titled Capitalisation and Indebtedness of this Offer Document for more details of our
banking facilities.
Our Directors are of the reasonable opinion that, after taking into account the cash flows
generated from our operations, our banking facilities and our existing cash and cash equivalents,
the working capital available to us as at the date of lodgement of this Offer Document is sufficient
to meet the present obligations and for at least twelve (12) months after the initial public offering
of the Company on the official list of Catalist.
The Sponsor, Issue Manager, Underwriter and Placement Agent is of the reasonable opinion that,
after having made due and careful enquiry and after taking into the account the cash flows
generated from the Groups operations, the Groups banking facilities and the Groups existing
cash and cash equivalents, the working capital available to the Group as at the date of lodgement
of this Offer Document is sufficient to meet the present obligations and for at least twelve (12)
months after the initial public offering of the Company on the official list of Catalist.

82

MANAGEMENTS DISCUSSION AND ANALYSIS OF


RESULTS OF OPERATIONS AND FINANCIAL POSITION
The following table sets out a summary of our Groups net cash flow for FY2012, FY2013 and
FY2014:
<

>

FY2012
(S$)

Audited
FY2013
(S$)

FY2014
(S$)

Net cash generated from operating activities

2,146,424

3,381,715

4,922,473

Net cash generated from/(used in) investing


activities

(288,323)

(234,383)

2,132,348

Net cash generated from/(used in) financing


activities

89,093

(1,318,035)

(2,187,888)

Net increase in cash and cash equivalents

1,947,194

1,829,297

4,866,933

Cash and cash equivalents at beginning of the


year

2,632,690

4,579,884

6,409,181

Cash and cash equivalents at end of the year

4,579,884

6,409,181

11,276,114

FY2012
Net Cash Generated From Operating Activities
In FY2012, there was a net cash inflow of S$2.1 million from operating activities. This comprised
operating cash inflows before changes in working capital of S$3.5 million, net working capital
outflow of S$1.2 million and income tax paid of S$0.2 million. The decrease in working capital of
S$1.2 million is mainly due to the decrease in trade and other payables of S$1.5 million and the
decrease in trade and other receivables of S$0.3 million.
Net Cash Used In Investing Activities
Net cash used in investing activities amounted to S$288,000 which was attributed to the purchase
of an ultrasound machine and the renovation works to our medical clinics at Gleneagles Medical
Centre.
Net Cash Used In Financing Activities
Net cash used in financing activities amounted to S$89,000 which was attributed to the interest
payments on the finance lease.
FY2013
Net Cash Generated From Operating Activities
In FY2013, there was a net cash inflow of S$3.4 million from operating activities. This comprised
operating cash inflows before changes in working capital of S$3.9 million, net working capital
outflow of about S$17,000 and income tax paid of S$0.5 million. The decrease in working capital
of about S$17,000 is mainly due to the increase in trade and other receivables and trade and other
payables of S$0.6 million and S$0.6 million, respectively.

83

MANAGEMENTS DISCUSSION AND ANALYSIS OF


RESULTS OF OPERATIONS AND FINANCIAL POSITION
Net Cash Used In Investing Activities
Net cash used in investing activities amounted to S$0.2 million which was attributed to the
renovation works at our medical clinic at 34 Cassia Crescent and the acquisition of a new
ultrasound machine.
Net Cash Used In Financing Activities
Net cash used in financing activities amounted to S$1.3 million which was mainly attributed to the
payment of dividends.
FY2014
Net Cash Generated From Operating Activities
In FY2014, there was a net cash inflow of S$4.9 million from operating activities. This comprised
operating cash inflows before changes in working capital of S$5.3 million, net working capital
inflow of S$0.1 million and income tax paid of S$0.5 million. The increase in working capital of
S$0.1 million is mainly due to the increase in trade and other payables of S$0.5 million, offset by
an increase in trade and other receivables of S$0.4 million.
Net Cash Generated From Investing Activities
Net cash generated from investing activities amounted to S$2.1 million which was attributed to the
net cash acquired from the acquisition of Behs Clinic for Women and Choo Wan Ling Womens
Clinic of S$2.5 million; this was offset by the purchase of two ultrasound machines, renovation
works of the clinic at Mount Elizabeth Novena Medical Centre, and purchase of computers and
office equipment which amounted to S$0.4 million in total.
Net Cash Used In Financing Activities
Net cash used in financing activities amounted to S$2.2 million which was attributed to the
dividends paid to Shareholders.
CAPITAL EXPENDITURES, DIVESTMENTS AND COMMITMENTS
Capital Expenditures and Divestment
Capital expenditures and divestments for the Relevant Period were as follows:
FY2012
(S$)

FY2013
(S$)

FY2014
(S$)

1 January 2015
to the Latest
Practicable Date
(S$)

Computers

6,127

11,757

27,880

2,375

Furniture and Fittings

22,076

22,292

2,193

1,400

Medical Equipment

132,995

87,548

266,548

171,832

Office Equipment

12,758

10,946

5,040

1,098

Renovation

115,810

170,522

72,830

Total Expenditures

289,766

303,065

374,491

176,705

Expenditures

84

MANAGEMENTS DISCUSSION AND ANALYSIS OF


RESULTS OF OPERATIONS AND FINANCIAL POSITION
FY2012
(S$)

FY2013
(S$)

FY2014
(S$)

1 January 2015
to the Latest
Practicable Date
(S$)

Computers

Furniture and Fittings

82,299

Medical Equipment

108,000

35,811

Office Equipment

25,150

Renovation

5,755

Total Divestments

108,000

149,015

Divestments

Commitments
As at the Latest Practicable Date, the Group was committed to making the following rental
payments in respect of non-cancellable operating leases of office and clinic premises with an
original term of more than one year:
S$
Not later than one year

735,216

Later than one year and not later than five years

497,334

Total

1,232,550

INFLATION
Our financial performance for the Period Under Review was not materially affected by inflation.
FOREIGN EXCHANGE MANAGEMENT
We operate solely in Singapore and have minimal exposure to foreign exchange risk.
SIGNIFICANT ACCOUNTING POLICY CHANGES
There are no significant changes in our accounting policies during the Period Under Review.
Please refer to the Summary of Significant Accounting Policies section of the Audited Combined
Financial Statements of Singapore O&G Ltd. and its Subsidiaries for the Financial Years ended
31 December 2012, 2013 and 2014 as set out in Appendix A of this Offer Document for the details
of our Groups accounting policies.

85

CAPITALISATION AND INDEBTEDNESS


The following information should be read in conjunction with the Audited Combined Financial
Statements of Singapore O&G Ltd. and its Subsidiaries for the Financial Years ended
31 December 2012, 2013 and 2014 and the Unaudited Pro Forma Combined Financial
Information of Singapore O&G Ltd. and its Subsidiaries for the Financial Year ended 31 December
2014 as set out in Appendices A and B, respectively, and the section titled Managements
Discussion and Analysis of the Results of Operations and Financial Condition of this Offer
Document.
The following table shows the cash and cash equivalents as well as capitalisation and
indebtedness of our Group as at 31 March 2015, being a date no earlier than 60 days before the
date of lodgement of this Offer Document, based on:(i)

our unaudited management accounts as at 31 March 2015; and

(ii)

as adjusted the application of net proceeds from the Invitation.


As at 31 March 2015
As adjusted for
the net proceeds
Unaudited
from the Invitation
(S$000)
(S$000)

Cash and bank balances

11,612

20,812

secured and guaranteed

secured and non-guaranteed

unsecured and guaranteed

unsecured and non-guaranteed

secured and guaranteed

secured and non-guaranteed

unsecured and guaranteed

unsecured and non-guaranteed

Total indebtedness

Total shareholders equity

12,939

23,159

Total capitalisation and


indebtedness

12,939

23,159

Indebtedness
Current

Non-current

As at the Latest Practicable Date, we do not have any credit facilities or bank loans.
There were no material changes in our total capitalisation and indebtedness since 31 March 2015
to the Latest Practicable Date, save for the changes in our retained earnings arising from the
day-to-day operations in the ordinary course of business.

86

GENERAL INFORMATION ON OUR GROUP


HISTORY AND MILESTONES
Our history can be traced back to more than fifteen (15) years ago when Dr. Lee Keen Whye and
Dr. Heng Tung Lan started their respective practices.
In 2010, Dr. Lee Keen Whye and Dr. Heng Tung Lan, together with Dr. Ng Koon Keng (collectively,
the Founders), a general practitioner with extensive experience in business development,
identified womens healthcare as a field within the specialist healthcare industry with good
potential for growth, and began formulating plans to build a medical platform focused on womens
healthcare. They envisioned bringing onboard like-minded professionals to establish a private
healthcare organisation that provides a wide range of premier specialist services catering to the
medical needs of women at reasonable prices. The organisation will be positioned to attract local
patients and medical tourists and will seek opportunities for expansion to overseas markets.
On 6 January 2011, our Company was incorporated under the name of Singapore Medicine
Specialists Pte. Ltd.. On 26 August 2011, our Company was renamed Singapore O&G Pte. Ltd.
to better reflect the nature of our Groups core services. In May 2012 and December 2012, our
Company set up two clinics, SOG Breast Surgicare (now known as SOG Radhika Breast &
General Surgicare) and SOG Clinic for Women, to provide breast cancer surgical treatment and
O&G services, respectively.
Our Group has been expanding its operations and capabilities through the acquisition of other
clinics and the addition of established specialist medical practitioners:
(a)

On 11 February 2014, as part of the restructuring of our Group, our Company acquired K W
Lee Clinic from Dr. Lee Keen Whye, and Heng Clinic for Women from Dr. Heng Tung Lan, and
the Company engaged them as O&G specialist medical practitioners of our Group.

(b)

On 11 February 2014, our Group acquired Behs Clinic for Women and ST Surgery from Dr.
Beh Suan Tiong and his wife, Ms. Heng Siok Hong Veronica and engaged Dr. Beh Suan
Tiong. Dr. Beh Suan Tiong is an experienced O&G specialist medical practitioner who is well
sought after for his minimally invasive surgery skills. Upon the acquisition of Behs Clinic for
Women and ST Surgery, Dr. Beh Suan Tiong joined the team of O&G specialist medical
practitioners of our Group.

(c)

On 11 February 2014, our Group acquired Choo Wan Ling Womens Clinic from Dr. Choo
Wan Ling and engaged Dr. Choo Wan Ling. Dr. Choo Wan Ling is a leading O&G specialist
medical practitioner who has made contributions to a number of O&G publications. She
moved to Gleneagles Medical Centre in 2011 and has since firmly established herself as a
reputable O&G specialist medical practitioner. Dr. Choo Wan Ling is now part of the team of
O&G specialist medical practitioners of our Group.

(d)

In line with our future plans to expand our business operations, our Company set up a new
branch of Heng Clinic for Women at Cassia Crescent in May 2013.

(e)

Dr. Natalie Chua was employed by our Group as an O&G specialist medical practitioner on
1 August 2013. Dr. Natalie Chua currently operates out of our medical clinics located in
Parkway East Medical Centre and Cassia Crescent.

87

GENERAL INFORMATION ON OUR GROUP


(f)

On 7 August 2013, our Group entered into a surgical service agreement with FeM Surgery,
pursuant to which the Group has engaged FeM Surgery to provide surgical services to our
patients. FeM Surgery is a surgical group practice.

(g)

On 22 September 2014, our Group incorporated SOG-Radhika Breast & General Surgicare
and engaged Dr. Radhika Lakshmanan. Dr. Radhika Lakshmanan is a general surgeon with
a special interest in breast cancer. She practices out of our medical clinics located in
Gleneagles Medical Centre and Parkway East Medical Centre, and is a visiting consultant at
Khoo Teck Phuat Hospital and Raffles Medical Hospital.

(h)

On 20 October 2014, our Group incorporated SOG-Cindy Pang Clinic and engaged Dr. Cindy
Pang. Dr. Cindy Pang is an O&G specialist medical practitioner with a special interest in
gynae-oncology (the surgical treatment of cancers pertaining to the female reproductive
organs). She practices out of our medical clinic located in Mount Elizabeth Novena Specialist
Centre.

On [] May 2015, our Company was converted into a public company and changed its name to
Singapore O&G Ltd.
OUR BUSINESS
We are in the business of providing healthcare services to women, with a particular focus on the
female reproductive system, pregnancy care and delivery, and gynaecological and breast cancer.
As at the Latest Practicable Date, we have seven (7) physicians in our Group, comprising six (6)
O&G specialist medical practitioners and one (1) breast and general surgeon, and we operate
eight (8) clinics in five (5) different locations in Singapore. We have two (2) clinics in Parkway East
Medical Centre, three (3) clinics in Gleneagles Medical Centre, one (1) clinic in Thomson Medical
Centre, one (1) clinic in Mount Elizabeth Novena Specialist Centre, and one (1) clinic in Cassia
Crescent. Please refer to the sections titled General Information on our Group Our Medical
Clinics and General Information on our Group Our Specialist Medical Practitioners of this
Offer Document for more information.
Our business is best described as the provision of O&G services, which includes general and
ancillary surgical services. Since December 2014, we have also started offering breast and
gynaecological cancer treatments, and general surgical services. The following are the services
that we provide:

88

GENERAL INFORMATION ON OUR GROUP


Obstetrics
Obstetrics refers to the branch of medicine that deals with pregnancy care and delivery. We
provide a full suite of obstetrics services, including but not limited to those set out below:
General Obstetrics, Labour
and Delivery

Medical Problems in
Pregnancy

Obstetrical Complications
and its management

Pre-conception health
screening

Hormonal disorders in
pregnancy including
adrenal diseases,
diabetes, thyroid diseases
and pituitary diseases

Abruptio placentae

Blood related disorders


including anaemia,
thrombocytopenia etc.

Pre eclampsia and


eclampsia

Antenatal care,
intrapartum care and
postnatal care
Normal labour and
delivery
Caesarean section
Abnormal labour and
delivery including breech
delivery, face and brow
presentation
Assisted delivery including
forceps and vacuum
deliveries
Management of high-risk
pregnancies

Asthma management
during pregnancy
Liver-related disorders
including hepatitis in
pregnancy
Heart, lung and kidneyrelated disorders
Hypertension including
pre-eclampsia and
eclampsia
Neurological disorders
including fits management
Auto-immune disorders
including rheumatoid and
SLE

89

Amniotic fluid embolism


Placenta previa
Postpartum haemorrhage

Prenatal diagnosis for


congenital malformations
and genetic disorders
Preterm labour
Rh incompatibility
Uterine rupture in
pregnancy

GENERAL INFORMATION ON OUR GROUP


Gynaecology
Gynaecology refers to the branch of medicine that deals with care of the female reproductive
system. Our Group provides an extensive range of gynaecological treatments, including but not
limited to the following set out below:

General Gynaecology

Gynaecologic Surgery

Gynaecological cancer
screening and prevention

Diagnostic and therapeutic


laparoscopy and
hysteroscopy

Management of abnormal
cervical pap smear
Colposcopy and treatment
of preinvasive diseases
Vulval, vaginal, cervical,
uterine, ovarian and
adnexal related diseases
and infections

Minimally invasive surgery


Ectopic pregnancy surgery
Vulval, vaginal, cervical,
endometrial, ovarian and
adnexal benign and
malignant tumour
management

Female Pelvic Medicine/


Urogynaecology and
Reconstructive Surgery
Urine incontinence and
pelvic floor disorders
Pelvic organ prolapsed
related diseases
Vaginal rejuvenation
including hymen repair,
vaginal reconstruction and
cosmetic vaginal surgery

Benign lesions and tumors


of the vulva, vagina,
cervix, uterus and ovary
Cervical cancer screening
and cervical cancer
management
LEEP, cone biopsy and
laser surgery
Contraceptive services
Infertility advice
Menstrual related disorder
Menopause and hormone
replacement therapy
Gynae-oncology
Gynae-oncology refers to the branch of medicine that deals with the surgical treatment of cancers
pertaining to the female reproductive organs. We provide an extensive range of gynae-oncology
services, including but not limited to those set out below:

Well-women screening

Laparoscopic and hysteroscopic surgery

Gynaecological cancer screening and prevention, eg. HPV vaccination

Cervical pre-cancer screening and management, including colposcopy, laser and LEEP
surgeries

90

GENERAL INFORMATION ON OUR GROUP

Management of gynaecological pre-cancers of the cervix, vagina and vulva

Management of gynaecological tumours and cancers of the ovary, uterus, vagina, vulva and
gestational trophoblastic diseases

Complex pelvic surgeries for various conditions

Breast Care Services


Breast care services refer to the provision of medical and surgical services pertaining to diseases
of the breast. This may range from simple lumps to more serious cancers, breast abscesses, cysts
and abnormal nipple discharges. We provide an extensive range of breast care services, including
but not limited to those set out below:

Fine needle aspiration of breast cysts and abscesses

Ultrasound-guided diagnostic core biopsy

Vacuum assisted biopsy/excision of breast abnormalities

Drainage of superficial breast abscesses

Excision of breast lumps

Sentinel lymph node biopsy

Radical axillary lymph node surgery

Diagnosis and treatment of abnormal nipple discharge, and total duct excision

Surgical treatment for accessory breasts, and gynaecomastia in males

Breast conserving surgery using oncoplastic techniques

Mastectomy, including skin sparing and nipple sparing with immediate reconstruction

However, of the aforementioned services, the most important of which are as follows. We derive
our revenue largely from the provision of these services, which includes general and ancillary
surgical services, breast and gynaecological cancer treatments, and medication and
supplements.
Antenatal care
The care of an expectant mother prior to delivery.
Delivery and surgical services
These services include natural and assisted deliveries and caesarean sections, breast and
gynaecological cancer surgeries.

91

GENERAL INFORMATION ON OUR GROUP


Laparoscopic and related procedures
Investigative or therapeutic procedures using minimally-invasive surgical techniques for various
women diseases or illnesses.
Breast care services
Provision of medical and surgical services pertaining to diseases of the breast.
Gynae-oncology services
Surgical treatment of cancers pertaining to the female reproductive organs.
Clinical procedures
Procedures may include the insertion of contraceptive devices, minor surgical procedures such as
removal of lumps, amniocentesis and other procedures.
Screening and testing
Screening and testing services may include ultrasound scans and blood screening for foetal
abnormalities.
The sale of medication and supplements
The sale of medication includes the sale of drugs and specialist drugs; and the sale of
supplements includes the sale of fish oil, vitamins and other supplements for maternal and foetal
welfare.
Surgical and ancillary services
Our Group has also engaged surgical specialist medical practitioners from FeM Surgery (as
visiting consultants) to provide surgical and other services to our patients. The services provided
include but are not limited to the following services:

endoscopy;

piles surgery;

hernia surgery;

thyroid surgery; and

varicose veins surgery.

92

GENERAL INFORMATION ON OUR GROUP


OUR MEDICAL CLINICS
Our Groups medical clinics are as follows:
Medical Clinics

Resident Doctor

Locations

SOG Beh Clinic for


Women

Dr. Beh Suan Tiong

339 Thomson Road, #05-03,


Thomson Medical Centre,
Singapore 307677

SOG Choo Wan Ling


Clinic for Women

Dr. Choo Wan Ling

6 Napier Road, #08-14/15/16,


Gleaneagles Medical Centre,
Singapore 258499

SOG Heng Clinic for


Women

Dr. Heng Tung Lan

319 Joo Chiat Place, #02-08,


Parkway East Medical Centre,
Singapore 427989

SOG Heng Clinic for


Women

Dr. Heng Tung Lan

34 Cassia Crescent, #01-80,


Singapore 390034

SOG K W Lee Clinic for


Women

Dr. Lee Keen Whye

6 Napier Road, #08-14/15/16,


Gleaneagles Medical Centre,
Singapore 258499

SOG Clinic for Women

Dr. Natalie Chua

319 Joo Chiat Place, #02-07,


Parkway East Medical Centre,
Singapore 427989

SOG Cindy Pang Clinic for


Women & GynaeOncology

Dr. Cindy Pang

38 Irrawaddy Road, #08-25,


Mount Elizabeth Novena
Specialist Centre,
Singapore 329563

SOG Radhika Breast &


General Surgicare

Dr. Radhika Lakshmanan

6 Napier Road, #08-14/15/16,


Gleaneagles Medical Centre,
Singapore 258499

Each of our Groups medical clinic is headed by a resident doctor. In particular, our Executive
Chairman, Dr. Lee Keen Whye and our Executive Director, Dr. Heng Tung Lan, who are also our
Founders, each has more than 20 years experience in the O&G field. Our O&G specialist medical
practitioners are accredited to perform deliveries and O&G surgeries in the Parkway Group of
Hospitals, as well as Mount Alvernia Hospital, Thomson Medical Centre and all major private
hospitals in Singapore. Our breast and general surgeon, Dr. Radhika Lakshmanan, is accredited
to perform surgeries in all the Parkway Group of Hospitals, Mount Alvernia Hospital, Khoo Teck
Phuat Hospital and Raffles Medical Hospital.
Our Groups medical practice is overseen by the Medical Advisory Committee, which has
extensive experience in this field. Please refer to the section titled General Information on our
Group Clinical Governance of this Offer Document for more information.
In the event of the absence of any doctor (for whatever reason), our Company has contingent
referral plans in place to ensure the continuity of the treatment and service provided to our
patients. For example, our specialist medical practitioners within the Group will cross-cover each
other or refer patients to friendly third party colleagues.

93

GENERAL INFORMATION ON OUR GROUP


OUR SPECIALIST MEDICAL PRACTITIONERS
Our Groups market presence and reputation are built upon the experience and reputation of our
specialist medical practitioners, whose working experiences and achievements are set out below:
Dr. Lee Keen Whye
MBBS (Singapore), FRCOG (U.K), FAMS (Singapore)
Consultant Obstetrician & Gynaecologist
Dr. Lee Keen Whye is the Consultant Obstetrician and Gynaecologist at the Gleneagles Medical
Centre. He was the Chairman of the Minimally Invasive Surgery Centre, Gleneagles Hospital
between 2001 and 2008. Dr. Lee Keen Whye has a special interest and skill set in endoscopic
work, especially in hysteroscopy, laparoscopy and vaginal rejuvenation, and has done many
international lectures and preceptored many endoscopic workshops in Indonesia, Taiwan,
Thailand, Malaysia, PRC, Philippines, Korea, India, Vietnam and Myanmar.
From 2003 to 2005, Dr. Lee Keen Whye was the President of the Obstetrical and Gynaecological
Society Of Singapore (OGSS). He is a founder member of the Asia-Pacific Association of
Gynaecological Endoscopists, and an Associate of the Laser Vaginal Institute of Los Angeles,
USA. From 2005 to 2010, he also held the position of Chairman of Surgeons International
Holdings Pte. Ltd.
In 1996, Dr. Lee Keen Whye was awarded National Servicemen of the Year by HQ Army Medical
Services for his dedicated service.
In 2003, Dr. Lee Keen Whye was awarded the prestigious Benjamin Henry Sheares Gold Medal
by the OGSS.
Dr. Heng Tung Lan
MBBS (Singapore), MMed (O&G),
Academy of Medicine, Singapore
Dr. Heng Tung Lan is the leading Consultant Obstetrician and Gynaecologist practicing in
Parkway East Medical Centre. She graduated from the National University of Singapore qualifying
with a Bachelors degree in Medicine and Surgery. Dr. Heng Tung Lan then specialised in O&G,
was awarded a MMed (O&G) and was admitted to the Academy of Medicine, Singapore.
Dr. Heng Tung Lan established her private practice in September 1993. Her medical and
interpersonal skills make her very popular and sought after. In 2014, Dr. Heng Tung Lan delivered
755 babies.

94

GENERAL INFORMATION ON OUR GROUP


Dr. Beh Suan Tiong
MBBS, MRCOG, FAMS (Singapore)
Consultant Obstetrician and Gynaecologist
Dr. Beh Suan Tiong is a Consultant Obstetrician and Gynaecologist and operates his own practice
at the Thomson Medical Centre. He graduated in 1987 and obtained his specialist medical
practitioner membership from The Royal College of Obstetricians and Gynaecologists in 1993. His
special interest is in minimal invasive surgery and he received further training for such techniques
and in other areas of specialty in leading centres in the United States.
Dr. Beh Suan Tiong is actively involved in the development, training and teaching of minimally
invasive surgery (MIS) in Singapore, and is also a senior consultant in the MIS unit in KK
Womens and Childrens Hospital on a part-time basis.
As a firm believer in continuous medical education, he has helped to organise numerous scientific
meetings and taken part in many local and overseas congresses and workshops. Dr. Beh Suan
Tiong is the first doctor recipient of the KK Service from the Heart Award, which recognises
excellence in service.
Dr. Beh Suan Tiong was the past President of the OGSS and the past Treasurer of the College of
O&G, Singapore. His present appointments include Chairman of the Operating Room and ICU
Committee of Thomson Medical Centre, Member of the medical advisory board of Thomson
Medical Centre, Chairman of the Gynaecology Endoscopy Subsection, and part-time Senior
Consultant of the minimally invasive unit in the Department of Obstetrics and Gynaecology of KK
Womens and Childrens Hospital.
Dr. Choo Wan Ling
MBBS (Singapore), MMed (O&G),
Academy of Medicine, Singapore
Dr. Choo Wan Ling graduated from the National University of Singapore in 1994 with a Bachelors
degree in Medicine and Surgery. She obtained her Masters in Obstetrics and Gynaecology at the
National University of Singapore in 2000 and is also the winner of the IV Asian Obstetrics and
Gynaecology Congress Gold Medal (2000) which recognises academic excellence.
In 2003, Dr. Choo Wan Ling was elected as a council member of the Obstetrical and
Gynaecological Society of Singapore, and was the Honorary Treasurer from 2004 to 2006. During
that time, she organised the fifth and sixth Singapore Congress of O&G.
A prolific writer, Dr. Choo Wan Ling has published in scientific journals such as Gynaecologic and
Obstetric Investigations Vaginal Delivery after Previous Caesarean Section, Annals of Medicine
Osteoporosis in relation to Menopause and contributed to various medical publications in her
field of specialisation. She has also contributed chapters to a guidebook for expectant mothers,
published by Oxford University Press.
Dr. Choo Wan Ling is experienced in antenatal and gynaecological scans, antenatal care and risk
assessment, prenatal screening, vaginal, assisted and caesarean delivery. She is also well versed
in the management and treatment, both medical and surgical, of gynaecological issues (infection,
endometriosis, uterine fibroids, and ovarian cysts), pap smear abnormalities, colposcopy, fertility
challenges and treatment. She also has a secondary special interest in menopausal care and
female sexual dysfunction.

95

GENERAL INFORMATION ON OUR GROUP


Dr. Natalie Chua Weilyn
MBBS (Singapore), MRCOG (London), FAMS (Singapore)
Dr. Natalie Chua graduated from the National University of Singapore with a Bachelors degree in
Medicine and Surgery in 2004. She attained and continued her specialist O&G traineeship at
Kandang Kerbau Hospital and obtained her Membership of the Royal College of O&G (MRCOG
London) in 2009.
Elected as a council member of the Obstetrical and Gynaecological Society of Singapore in 2010,
Dr. Natalie Chua remains an active council member and continues to contribute to the O&G
training of other aspiring trainees.
She is a believer of continuing medical education and contributes actively towards nurturing the
future generation of specialist medical practitioners. In this respect, Dr. Natalie Chua was
Chairman of the 12th and 13th Regional MRCOG Preparatory Course for aspiring gynaecologists.
She also believes in natural birth techniques and breast feeding and was the O&G Representative
for the Association for Breastfeeding Advocacy between 2011 and 2013.
Dr. Natalie Chua was honoured with the Excellent Service Award by SingHealth in 2010 and was
accorded a Fellow of the Academy of Medicine Singapore in 2013.
Dr. Radhika Lakshmanan
MBBS (Singapore), MMed (Surgery), FRCS (Edinburgh)
Dr. Radhika Lakshmanan graduated from the National University of Singapore with a Bachelors
degree in Medicine and Surgery in 1997. She subsequently obtained her fellowship in General
Surgery from the Royal College of Surgeons of Edinburgh.
Dr. Radhika Lakshmanan is a general surgeon with more than 15 (fifteen) years of surgical
experience. Her sub-specialty interests lies in the treatment of breast diseases ranging from
management of benign breast disorders such as breast cysts, lumps, nipple discharge, lactation
problems, screening, male breast disorders and breast cancer. She also has a sub-specialty
interest in oncoplastic breast surgery (cancer surgery in which plastic surgery techniques are
adopted to achieve a superior aesthetic outcome as compared to standard breast cancer
operations) and breast cancer management, which she pursued at the Nottingham Breast Institute
in the United Kingdom.
Dr. Radhika Lakshmanan is an advocate of breast cancer awareness and frequently participates
in seminars for both the public and medical fraternity. She is also an active member of the
Singapore Breast Cancer Foundation. As a member of the Asian Breast Diseases Association, she
aims to improve awareness and share her expertise in the Asia Pacific region.

96

GENERAL INFORMATION ON OUR GROUP


Dr. Cindy Pang Yi Ping
MBBS (Singapore), MMed (O&G), MRCOG (UK)
Dr. Cindy Pang graduated from the National University of Singapore with a Bachelors degree in
Medicine and Surgery in 2002 and subsequently completed 6 (six) years of specialist medical
practitioner training in O&G in Singapore. She was granted membership to the Royal College of
Obstetricians and Gynaecologists in the United Kingdom, as well as a Master of Medicine (O&G)
by the National University of Singapore in 2008. She achieved specialist medical practitioner
accreditation with the Ministry of Health, Singapore and the Singapore Medical Council in 2010.
She is a Council Member in the Society of Colposcopy and Cervical Pathology of Singapore
(SCCPS) since 2009.
Dr. Cindy Pang is an accredited colposcopist and trainer. She underwent advanced surgical
training as a fellow at the Western Australian Gynae-oncology Group in Perth in 2012, which
equipped her with skills for complex pelvic oncologic surgeries as well as advanced laparoscopic
procedures. Her main sub-specialty interest is in gynaecological cancer care.
Dr. Cindy Pangs research has been published in various medical journals and she was awarded
the Tony McCartney Surgical Innovation Prize at the Australian Society of Gynaecological
Oncologists Annual Scientific Meeting at Darwin in 2013. She gives public cancer awareness talks
and participates actively in cancer awareness programs on a local scale.
Dr. Cindy Pang was a clinical instructor of Yong Loo Lin School of Medicine, as well as an adjunct
professor at the Duke-NUS Graduate School of Medicine. She still tutors junior doctors in various
courses such as the basic colposcopy course and anatomy of complications workshop.
Before joining our Group, Dr. Cindy Pang was a Consultant at the Gynae-oncology Unit,
Department of Obstetrics and Gynaecology, Singapore General Hospital (SGH). Dr. Cindy Pang
will be the lead gynae-oncologist of our Group and will lead our Groups gynae-oncologist
practice.
MARKET SHARE
In 2012 and 2013, there were 42,663 and 39,720 live births in Singapore, respectively. Of the
39,720 live births in Singapore in 2013, 23,919 were at private hospitals 1. The Group draws its
business from deliveries at private hospitals and the Group delivered approximately 1,137, 1,060
and 1,462 babies in 2012, 2013 and 2014, respectively, which accounted for approximately 4.3%,
4.4% and 5.6% of all births at private hospitals in those years.

Source: Table 17 of the Report on Registration of Births and Deaths 2013 provided by the Immigration and
Checkpoints Authority on its website: http://www.ica.gov.sg/data/resources/docs/Media%20Releases/SDB/
Annual%20RBD%20Report_2013.pdf. ICA has not provided its consent, for the purposes of Section 249 of the
Securities and Futures Act, to the inclusion of the above information extracted from its website and is thereby not
liable for such information under Sections 253 and 254 of the Securities and Futures Act. While we and the Sponsor,
Issue Manager, Underwriter and Placement Agent have taken reasonable actions to ensure that the relevant
information has been reproduced in its proper form and context, neither we, the Sponsor, Issue Manager,
Underwriter and Placement Agent nor any other party has conducted an independent review or verified the accuracy
or completeness of such information. Please also see the section titled General and Statutory Information
Sources of this Offer Document.

97

GENERAL INFORMATION ON OUR GROUP


While Singapores Total Fertility Rate (the average number of live births each female Singapore
resident (i.e. citizens and permanent residents) would have during her reproductive years if she
were to experience the age-specific fertility rates prevailing during the period) (TFR) has fallen
over the years, our segment of the O&G industry and our Groups revenue continues to grow. This
is primarily because of the following reasons:
1.

Despite the fall in Singapores TFR over the years, both Singapores TFR and the actual
number of live births in Singapore have remained relatively consistent since 2010, as seen
in the table below 1. It should also be noted that Singapores total population, comprising both
Singapore residents (i.e. citizens and permanent residents) and non-residents (i.e.
foreigners including those working, studying or living in Singapore but not granted permanent
residence, but excluding tourists and short-term visitors) has been steadily increasing and is
trending growth, which should bode well for our business.

Total population (000)


TFR
Live births
2.

2011

2012

2013

5,183.7

5,312.4

5,399.2

1.20

1.29

1.19

39,654

42,663

39,720

There are more couples opting to deliver babies through the private sector healthcare system
rather than through the public sector healthcare system. The table below sets out the number
of live births registered by place of occurrence. 2
2011

2012

2013

Public sector hospitals


(number and percentage)

15,872
(40.03%)

16,403
(38.45%)

15,646
(39.39%)

Private sector hospitals


(number and percentage)

23,679
(59.71%)

26,149
(61.29%)

23,919
(60.22%)

Other locations
(number and percentage)

103
(0.26%)

111
(0.26%)

155
(0.39%)

Source: Tables 1.10, 3.1 and 3.6 of the Yearbook of Statistics in Singapore 2014 provided by the Department of
Statistics Singapore on its website: http://www.singstat.gov.sg/docs/default-source/default-document-library/
publications/publications_and_papers/reference/yearbook_2014/yos2014.pdf. The Singapore Department of
Statistics has not provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the
inclusion of the above information extracted from its website and is thereby not liable for such information under
Sections 253 and 254 of the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and
Placement Agent have taken reasonable actions to ensure that the relevant information has been reproduced in its
proper form and context, neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other
party has conducted an independent review or verified the accuracy or completeness of such information. Please
also see the section titled General and Statutory Information Sources of this Offer Document.

Source: Table 3.7 of the Yearbook of Statistics in Singapore 2014 provided by the Department of Statistics
Singapore on its website: http://www.singstat.gov.sg/docs/default-source/default-document-library/publications/
publications_and_papers/reference/yearbook_2014/yos2014.pdf. The Singapore Department of Statistics has not
provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the above
information extracted from its website and is thereby not liable for such information under Sections 253 and 254 of
the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent have
taken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,
neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted an
independent review or verified the accuracy or completeness of such information. Please also see the section titled
General and Statutory Information Sources of this Offer Document.

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GENERAL INFORMATION ON OUR GROUP


3.

In addition, concurrent with the development of Singapore as a medical hub in Asia, we have
experienced an increasing number of foreigners engaging the services of our Group. This is
also in line with Singapores increasing total population. Foreigners account for
approximately 29.9% of the live births registered in 2013, as shown in the table below. 1
Fathers nationality

Singapore

Malaysia Indonesia

Other
ASEAN

PRC

Others
6,221

Number

27,897

2,336

656

1,209

1,401

Percentage

70.23%

5.88%

1.65%

3.04%

3.53% 15.66%

COMPETITION
The specialist healthcare industry in Singapore is highly competitive. In general, the Group
competes with both public and private specialist healthcare institutions. We believe our main
competitors are as follows:
Competing service offerings
O&G services

Competitors
Thomson Womens Clinics
The Obstetricians and Gynaecology Centre
The O&G departments of all restructured hospitals in
Singapore save for the Institute of Mental Health, such
as KK Womens and Childrens Hospital, National
University Hospital and Singapore General Hospital
Private O&G groups and sole practitioners

Breast related services

Private surgical clinics such as the general surgery


department at Raffles Medical Hospital
The breast departments of all restructured hospitals in
Singapore save for the Institute of Mental Health, such
as KK Womens and Childrens Hospital, National
University Hospital, Singapore General Hospital and the
National Cancer Centre

MARKETING AND BUSINESS DEVELOPMENT


Our marketing and business development activities are spearheaded by our CEO, Dr. Ng Koon
Keng. He plans and formulates our overall objectives and business strategies.

Source: Table 22 of the Report on Registration of Births and Deaths 2013 provided by the Immigration and
Checkpoints Authority on its website: http://www.ica.gov.sg/data/resources/docs/Media%20Releases/SDB/
Annual%20RBD%20Report_2013.pdf. ICA has not provided its consent, for the purposes of Section 249 of the
Securities and Futures Act, to the inclusion of the above information extracted from its website and is thereby not
liable for such information under Sections 253 and 254 of the Securities and Futures Act. While we and the Sponsor,
Issue Manager, Underwriter and Placement Agent have taken reasonable actions to ensure that the relevant
information has been reproduced in its proper form and context, neither we, the Sponsor, Issue Manager,
Underwriter and Placement Agent nor any other party has conducted an independent review or verified the accuracy
or completeness of such information. Please also see the section titled General and Statutory Information
Sources of this Offer Document.

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GENERAL INFORMATION ON OUR GROUP


The marketing of medical services is regulated by applicable guidelines issued by the MOH and
the relevant laws and regulations in Singapore. Please refer to the section titled General
Information on our Group Government Regulations of the Offer Document for more details.
We market our services in compliance with the applicable MOH guidelines and laws and
regulations and develop our business, through the following means:

Personal referrals
Personal referrals by word of mouth has proven to be a particularly effective strategy. This
is our Groups most important asset and strong point. Through this soft marketing
approach, we attract quality patients who are confident in our healthcare services. We will
continue to cultivate brand loyalty and goodwill amongst our existing patients.

Public Health Seminars and Publications


Our Group actively participates in public health seminars in Singapore and overseas. These
events provide opportunities for our specialist medical practitioners, either as guest speakers
or participants, to network with other doctors and the public to raise awareness of our brand
name. Many of our specialist medical practitioners contributed articles to medical journals,
which also increases our presence in the medical industry. These events also allow us to
earmark other promising specialist medical practitioners that we may recruit to join our
Group.

Corporate Website
Our corporate website highlights the profiles of our specialist medical practitioners, the range
of services that we provide and the location of our medical clinics. It is also an avenue for us
to update the public on our Groups latest activities and to educate the public on health
issues. Information contained in our website does not constitute part of this Offer
Document.

Print Media and Advertising


Going forward, our Group intends to create an in-house magazine as well as advertise in
select magazines that we currently do not advertise in, to raise brand awareness and to
promote womens healthcare. Brochures and pamphlets are important avenues to
disseminate information on the range of our services and will continue to be part of our
marketing initiatives. Our Group shall undertake the foregoing in compliance with all relevant
laws, rules and regulations, including but not limited to the Singapore Medical Councils
Ethical Code and Ethical Guidelines, as well as the advertising guidelines and publicity
regulations published under the Private Hospitals and Medical Clinics Act.

Marketing Overseas
In line with the Singapore governments initiatives to attract more medical travellers to
Singapore, we intend to set up overseas sales representative offices and/or establish a
network of overseas sales agents in select ASEAN countries and PRC. Such sales offices
and agents will be responsible for marketing our Groups services in their respective
countries, sourcing for new overseas patients and making the necessary arrangements for
such overseas patients to visit our medical clinics in Singapore.

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GENERAL INFORMATION ON OUR GROUP

Formulating development and growth strategies


We continually obtain market updates and keep abreast of the latest relevant technology in
the healthcare industry, and we formulate growth strategies to increase our profile in the
industry. This also enables us to devise growth strategies locally and overseas.

Securing strategic locations for our medical clinics at cost effective rental rates
We aim to secure good and strategic locations for our medical clinics so as to expand our
business and to maximise revenue at a lowest possible rental expense. The team searches
for new sites and review existing ones.

OUR MAJOR CUSTOMERS


Our customer base comprises mainly individual patients. We are not materially dependent on any
individual or corporate client and no single client accounts for 5.0% or more of our total revenue
since our date of incorporation (a Major Customer).
As at the date of this Offer Document, none of the Directors or Substantial Shareholders of the
Company or their respective Associates has any interest, direct or indirect, in any Major Customer.
OUR MAJOR SUPPLIERS
Save as set out below, no individual supplier accounts for more than 5.0% of our total purchases
since our date of incorporation (a Major Supplier). Medicinal drugs and consumables such as
facial masks and disposable gloves accounted for the bulk of our purchases from suppliers, and
such suppliers include:

Apex Pharma Marketing Pte. Ltd.;

Pharmacon (Pte) Ltd;

Pharmed Import & Export Pte Ltd;

Zuellig Pharma Pte. Ltd; and

Medicell Pharmaceutical (S) Pte. Ltd.

Our Major Suppliers accounting for 5.0% or more of our total purchases for FY2012, FY2013 and
FY2014 are set out below:
Percentage of total purchases relating to
consumables and medical supplies used (%)
Supplier

FY2012

FY2013

FY2014

Apex Pharma Marketing Pte. Ltd.

12.9

12.6

12.6

Pharmacon (Pte) Ltd

5.9

5.4

6.6

Pharmed Import & Export Pte Ltd

4.1

2.0

3.6

Zuellig Pharma Pte. Ltd.

47.2

54.8

35.1

6.8

Medicell Pharmaceutical (S) Pte. Ltd.

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GENERAL INFORMATION ON OUR GROUP


Zuellig Pharma Pte. Ltd. is one of the largest distributors of pharmaceutical and healthcare
products in the Asia Pacific region. Our purchases from Zuellig Pharma Pte. Ltd. increased from
47.2% of total purchases in FY2012 to 54.8% of total purchases in FY2013 due mainly to more
pharmaceutical and healthcare products being distributed by Zuellig Pharma Pte. Ltd. However in
FY2014, our purchases with Zuellig Pharma Pte. Ltd. decreased from 54.8% in FY2013 to 35.1%
in FY2014. This is due mainly to diversification of suppliers used to minimise the risk of stock out.
Although the Group obtains a significant amount of medical and healthcare products from Apex
Pharma Marketing Pte. Ltd. and Zuellig Pharma Pte. Ltd., we are confident that should any
disruption occur in the Apex Pharma Marketing Pte. Ltd. and Zuellig Pharma Pte. Ltd. supply
chain, we will be able to source from the manufacturers directly and/or procure similar alternative
supplies from other distributors.
Save as disclosed above, our business and profitability are not materially dependent on any single
supplier.
As at the date of this Offer Document, none of the Directors or Substantial Shareholders of the
Company or their respective Associates has any interest, direct or indirect, in any Major Supplier.
INVENTORY MANAGEMENT
As at 31 December 2014, our inventories comprised approximately 1.4% of our total assets.
These constitute mainly medicinal drugs and consumables such as face masks and disposable
gloves.
We generally do not make provisions for inventory obsolescence as it is our Groups policy to
write-off any expired supplies, and the saleability of each item in the inventory is evaluated. The
amount of expired supplies written-off during the Period Under Review for our Group has been
insignificant.
We have a centralised inventory ordering system all of our Groups orders with suppliers are
subject to approval from our CEO or FC. As at the Latest Practicable Date, our inventories
amounted to approximately S$231,112.
We adopt the first-in-first-out method of inventory management and costing. We have put in place
a computerised inventory management system, which tracks movement of inventory items on a
real-time basis. Our finance department performs a full inventory count on a quarterly basis.
Our average inventory turnover during the Period Under Review were as follows:

Average inventory turnover days (1)

FY2012

FY2013

FY2014

58

43

54

Note:
(1)

The average inventory turnover days is calculated based on the closing inventory balance divided by the cost of
goods sold for the year/period.

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GENERAL INFORMATION ON OUR GROUP


CREDIT MANAGEMENT
Our customers are mainly private patients who are charged on a cash basis for services and
treatment rendered. We accept various modes of payments namely cash (including electronic
payments), cheques and credit cards. The electronic payments and credit card payments usually
take three (3) working days to settle.
Our trade receivables comprise mainly amounts due from corporate clients. As a result of such
payments, our average trade receivables turnover during the Period Under Review were as
follows:

Average trade receivables turnover days (1)

FY2012

FY2013

FY2014

23

28

31

Note:
(1)

The average trade receivables turnover days is calculated based on the closing non-related trade receivables
divided by the total revenue for the year/period.

The Group will review the trade debts and follow up on the outstanding debts with the respective
hospitals and insurance companies. According to the Companys policy, the Group will provide an
allowance for doubtful debts for trade debts that are aged over 60 days and with recoverability
issues.
The increase in average trade receivables turnover days from FY2012 to FY2014 is mainly due
to the increase in procedures revenue and slower payment pattern from the hospitals and
insurance companies.
The credit terms for hospitals and insurance companies are typically thirty (30) to sixty (60) days.
Specific provision or write-off will be made when we are of the view that the collectability of an
outstanding debt is impaired or the debt is uncollectible.
Except for those trade receivables that have been included in the allowance for doubtful debts,
referring to the Groups historical default rates and experience, the Group does not foresee any
issue with collection of the outstanding debts. These trade receivables are mainly from hospitals
and insurance companies with good credit record with the Group. The Group is actively reviewing
and following up with the hospitals and insurance companies.
Our trade receivables as at 31 December 2014 amounted to S$1,931,483 and the aging of the
majority of these debts is less than 30 days. As at 31 December 2014, outstanding debts aged
more than 180 days amounted to S$192,193 (9.9%).
As at the Latest Practicable Date, approximately 68.1% of these trade receivables have been
collected.

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GENERAL INFORMATION ON OUR GROUP


Credit terms from our suppliers
Generally, our suppliers grant us credit terms ranging from thirty (30) to sixty (60) days from
delivery of products. Our average trade payables turnover during the Period Under Review were
as follows:

Average trade payables turnover days

(1)

FY2012

FY2013

FY2014

41

47

58

Note:
(1)

The average trade payables turnover days is calculated based on the average trade payables divided by average
daily inventory used for the year/period. Trade payables relate to purchase of inventory.

COMPETITIVE STRENGTHS
We believe our main competitive advantages are:
(i)

We are well-established specialist medical practitioners in womens healthcare


Most of our medical clinics and specialist medical practitioners have a track record of more
than ten (10) years in the O&G field. Our Executive Chairman, Dr. Lee Keen Whye and our
Executive Director, Dr. Heng Tung Lan, who are also our Founders, each has more than 20
years experience in the O&G field. As an indication of our reputation, most of our business
has arisen from local and overseas referrals from existing and past patients, as well as from
other medical professionals in the field.

(ii)

We have a dedicated management team with relevant industry experience


The growth of our business may be attributed to the efforts of our experienced and committed
management team and Employees. Our Group is led by our Executive Director, Dr. Lee Keen
Whye and our CEO, Dr. Ng Koon Keng. Dr. Lee Keen Whye has more than 20 years of
experience in the O&G industry. Dr. Ng Koon Keng has business development, management,
marketing and publishing experience.
Our Executive Directors and Executive Officers are actively involved in the day-to-day
operations of our medical practice, which enable us to respond to the requirements of our
patients and to make key management decisions promptly. Please refer to the section titled
Directors, Executive Officers and Employees of this Offer Document for details of our
Directors and management team.

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GENERAL INFORMATION ON OUR GROUP


(iii) We have a disciplined and focused direction
Our specialist medical practitioners and CEO came together to focus on womens healthcare.
By pooling their clinics and expertise, they are able to now deliver a wider range of services
catering to patients, and are able to provide a seamless diagnostic process for womens
healthcare, including mammograms and pap smears. In December 2014, the Group
expanded its services to include surgical solutions to cancers of the breast and the female
reproductive system. In 2013, cancer was the principal cause of death in Singapore,
accounting for 30.5% of all deaths. 1
We have put into place strict review processes, including reviews by our peers and
independent parties such as our patients. We believe that this has helped to maintain the
high quality of services offered by our medical clinics and that the procedures and treatments
we carry out remain current and/or market leading.
(iv) We have conveniently-located clinics in the central and east regions of Singapore
We believe that convenience is very important for pregnant mothers given the discomfort
they experience particularly in the last term of pregnancy. Most of our medical clinics are
located in Gleneagles Medical Centre, Thomson Medical Centre and Parkway East Medical
Centre and are easily accessible by public transport. We also operate a medical clinic in a
residential neighbourhood in Cassia Crescent. We intend to expand our reach across
Singapore by opening more neighbourhood clinics particularly in the north and west regions
of Singapore.
Our cancer treatment services are just as accessible, with locations at Gleneagles Medical
Centre, Parkway East Medical Centre and Mount Elizabeth Novena Specialist Centre.
RESEARCH AND DEVELOPMENT
The Group does not undertake any research and development activities per se. However, all our
specialist medical practitioners undertake continual education and several may undertake
individual research projects for papers they write, or for seminars they will deliver, or for other
purposes.
QUALITY CONTROL AND ASSURANCE
Service Quality
We believe that service quality is vital to any industry and even more so in the medical and
healthcare sectors. We comply with all MOH and SMC guidelines with regards to quality
standards.

Source: The MOHs Singapore Health Facts entitled Principal Causes of Death on its website:
http://www.moh.gov.sg/content/moh_web/home/statistics/Health_Facts_Singapore/Principal_Causes_of_Death.html.
The MOH has not provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the
inclusion of the above information extracted from its website and is thereby not liable for such information under
Sections 253 and 254 of the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and
Placement Agent have taken reasonable actions to ensure that the relevant information has been reproduced in its
proper form and context, neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other
party has conducted an independent review or verified the accuracy or completeness of such information. Please
also see the section titled General and Statutory Information Sources of this Offer Document.

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GENERAL INFORMATION ON OUR GROUP


We continually seek feedback from our patients via direct dialogue. The results are relayed to our
specialist medical practitioners and management. Such feedback is taken seriously and is
designed to contribute positively to the overall experience of the patient.
Clinical Governance
A Medical Advisory Committee has been set up to oversee the governance and standards of the
Group. The roles and responsibilities of the Medical Advisory Committee include the following:

serves as a liaison body between Board of Directors, the specialist medical practitioners of
our Group and the management team;

provides clinical governance for our specialist medical practitioners;

advise on standard procedures and development of medical and ethical policies relating to
clinical services;

investigating and reviewing adverse clinical events and untoward clinical practices;

advise on practice guidelines and conducting medical audits of our medical clinics;

advise our Board of Directors on the appointment of healthcare professionals including


specialist medical practitioners; this includes reviewing and evaluating the professional
qualifications of these individuals;

approves drugs for use;

make recommendations on procurement of new and appropriate medical equipment;

make recommendations on appropriate professional courses and seminars online with


Continuing Medical Education requirements; and

advice on infection control and monitoring of all drug utilisation policies and practices in our
Group.

The Medical Advisory Committee consists of the following:


Name

Position

Dr. Choo Wan Ling

Chairwoman

Dr. Natalie Chua

Vice-Chairwoman

Dr. Ng Koon Keng

Member

Dr. Radhika Lakshmanan

Member

Dr. Chua Ee Chek

External medical member

Mr. Steven Seah Seow Kang

External non-medical member

The Medical Advisory Committee includes Dr. Chua Ee Chek, a senior medical professional and
Mr. Steven Seah Seow Kang, a senior legal professional, both of whom are not part of the Group,
to provide independence.

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GENERAL INFORMATION ON OUR GROUP


Dr. Chua Ee Chek
MBBS (Singapore), FRCS (Glasgow), FAMS (Singapore)
Consultant Ophthalmologist
Dr. Chua Ee Chek is a reputable ophthalmologist with more than 20 years of experience, and is
currently a Senior Consultant at Gleneagles Medical Centre. He graduated from the National
University of Singapore in 1984, and is a member of the Royal College of Surgeons of Glasgow
and a Fellow of the Academy of Medicine, Singapore. In addition to general ophthalmology, Dr.
Chua Ee Chek is also an experienced cataract surgeon with special interest in small incision,
sutureless cataract surgery with premium implants. He was conferred the Public Service Medal
(PBM) and the Public Service Star (BBM).
Mr. Steven Seah Seow Kang
LLB (Hons) (Singapore), Diploma in Business Law
Mr. Steven Seah is currently the managing partner of Seah Ong & Partners LLP, and an
independent director of IPC Corporation Limited. He graduated from the University of Singapore
in 1980, and obtained the Diploma of Business Law from the National University of Singapore in
1988. Mr. Steven Seah was called to the Bar in 1981 and has more than 30 years of experience
in conveyancing, corporate work, intellectual property, civil and criminal litigation and solicitors
work. He was conferred the Public Service Medal (PBM) and Public Service Star (BBM).
Please also refer to the section titled General Information on our Group Our Specialist Medical
Practitioners of this Offer Document.
INTELLECTUAL PROPERTY
We currently do not have any intellectual property on which our business or profitability is
materially dependent.
PROPERTIES AND FIXED ASSETS
The Group does not currently own any property. Our Group leases the following properties:
Lessor

Location

Tenure

GFA
(sq ft)

Usage

Thomson Medical
Centre

339 Thomson Road


#05-03, Thomson
Medical Centre
Singapore 307677

16 February 2014
15 February 2016

870

Medical clinic

Lee & Lee Clinic


Pte Ltd

6 Napier Road
#08-14/15/16,
Gleaneagles Medical
Centre
Singapore 258499

1 June 2014
31 May 2016

1991(1)

Medical clinic

34 Cassia Crescent
#01-80
Singapore 390034
(First Floor)

1 March 2015
28 February 2017

1,033

Medical clinic

Avesa Pte Ltd


Dr. Heng Tung Lan

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GENERAL INFORMATION ON OUR GROUP


Lessor

Location

Tenure

GFA
(sq ft)

Usage

Dr. Heng Tung Lan

34 Cassia Crescent
#01-80
Singapore 390034
(Second Floor)

1 August 2013
31 July 2016

1,313

Corporate
office

Parkway Hospitals
Singapore Pte Ltd

319 Joo Chiat Place


#02-04 (#02-08),
Parkway East
Medical Centre,
Singapore 427989

1 September 2013
31 August 2016

993

Medical clinic

Parkway Hospitals
Singapore Pte Ltd

319 Joo Chiat Place


#02-07, Parkway
East Medical Centre,
Singapore 427989

1 April 2013
31 March 2016

650

Medical clinic

Parkway Irrawaddy
Pte Ltd

38 Irrawaddy Road,
#08-25, Mount
Elizabeth Novena
Specialist Centre,
Singapore 329563

1 December 2014
30 November 2017

571

Medical clinic

Note:
(1)

Being the total GFA of the 3 units at 6 Napier Road, #08-14/15/16.

As at the date of this Offer Document, our Group pays an aggregate monthly rental of S$61,924.
The Groups fixed assets as a percentage of net assets is small, at 5.1%. Fixed assets include
office furniture, ultrasound machines, laparoscopic equipment, computers and other office
accessories as required for the running and functioning of a clinic/office.
As at 31 December 2014, we had fixed assets with net book values as follows:
Fixed Assets

(S$000)

Computers and office equipment

30.8

Furniture and fittings

29.5

Medical equipment

338.1

Office renovation and others

202.9

To the best of our Directors knowledge, there are no regulatory requirements or environmental
issues that may materially affect our utilisation of the above properties and fixed assets, save as
disclosed under the Government Regulations section of this Offer Document.
STAFF TRAINING
Our Employees are required to undergo in-house orientation to familiarise them with our
equipment, policies and procedures. On-the-job training is provided to new Employees to equip
them with the necessary working knowledge and practical skills to perform their tasks.

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GENERAL INFORMATION ON OUR GROUP


Medical practitioners comprising general practitioners and specialist medical practitioners are
required by SMC under the Continuing Medical Education Programme (Singapore CME) to
constantly upgrade their knowledge and skills in order to maintain their competence to practice.
Under SMC guideline, it is compulsory for a medical practitioner to accumulate a minimum of 50
credit points, with 20% of the points accredited for core knowledge, within two (2) Singapore CME
years to qualify for a Singapore CME certificate issued by SMC. A Singapore CME year runs from
January to December of each year. All our specialist medical practitioners comply with SMC
requirements for continuing medical education.
CORPORATE SOCIAL RESPONSIBILITY
We view our Corporate Social Responsibility (CSR) as both a responsibility and a competitive
advantage. We recognise that we have an obligation towards our Employees, investors, members,
suppliers, competitors and the community as a whole. We believe our reputation, together with the
trust and confidence of those with whom we deal, to be one of our most valuable assets. In order
to keep this reputation and trust, we demand and seek to raise standards. We have a Code of
Ethics which outlines Groups core values and approach to doing business. The Code of Ethics
policy helps to uphold the reputation of our company and staff, and maintains Shareholders and
the publics confidence in the Group.
Please refer to the section titled Corporate Governance Policies of this Offer Document.
Our specialist medical practitioners regularly conduct public and private seminars and lectures to
raise the awareness of the general population with respect to screening and undergoing
preventative treatments (such as being vaccinated for certain types of cervical cancer) so as to
promote long term health through prevention and early detection. Providing seminars and lectures
will allow our specialist medical practitioners to share their medical expertise and experience with
the medical community, thereby raising the overall quality of healthcare in Singapore. We also
provide medical advice and latest health news on our corporate website.
Our Group makes regular donations to registered charitable organisations. Our Group also offers
financially needy patients discounts and rebates for their treatments.
To reduce our carbon footprint, we have implemented environmental friendly practices in our
business operations, such as recycling and video conferencing (and are considering telemedicine)
to reduce travel.
GOVERNMENT REGULATIONS
We are in a highly regulated industry. Extensive guidelines, regulations and laws govern our
operations in Singapore. Members of our Medical Advisory Committee regularly review the
guidelines and set policies in accordance with the requirements of SMC and MOH. It is the
managements duty to implement these by relaying these policies and guidelines to all clinical staff
and to conduct regular audits to ensure that such guidelines and policies are adhered to. The
following are some of the main laws and regulations that may affect our operations and the
relevant associated regulatory bodies:
Private Hospitals and Medical Clinics Act
The Private Hospitals and Medical Clinics Act requires that a license issued by the Director of
Medical Services be obtained before any premises or conveyance is used as a private hospital,
medical clinic, clinical laboratory or healthcare establishment.
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GENERAL INFORMATION ON OUR GROUP


In determining whether to issue or refuse to issue a license, the Director of Medical Services shall
have regard to the following:
(a)

the character and fitness of the applicant to be issued with a license or, where the applicant
is a body corporate, the character and fitness of the members of the board of directors or
committee or board of trustees or other governing body of the body corporate;

(b)

the ability of the applicant to operate and maintain a private hospital, medical clinic, clinical
laboratory or healthcare establishment, as the case may be, in accordance with the
prescribed standards;

(c)

the suitability of the premises or conveyance (including the facilities and equipment therein)
to be licensed for use as a private hospital, medical clinic, clinical laboratory or healthcare
establishment, as the case may be; and

(d)

the adequacy of the nursing and other staff that is to be employed at the premises or
conveyance to be licensed.

If a private hospital, medical clinic, clinical laboratory or healthcare establishment is not licensed
or is used otherwise than in accordance with the terms and conditions of its license, every person
having the management or control thereof shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding S$20,000 or to imprisonment for a term not exceeding two (2)
years or to both.
Private Hospitals and Medical Clinics (Publicity) Regulations
The Private Hospitals and Medical Clinics (Publicity) Regulations provide that a licensee of a
healthcare institution may publicise or cause to be publicised the services of the healthcare
institution subject to certain restrictions and any other written law.
The licensee of a healthcare institution shall ensure that any publicity of the services of the
healthcare institution conducted by him or any other person on his behalf in Singapore complies
with the following requirements:
(a)

the information contained in the publicity must be factually accurate and capable of being
substantiated, and must not be exaggerated, false, misleading or deceptive;

(b)

the publicity must not be offensive, ostentatious or in bad taste such as to undermine the
honour and dignity of the medical, dental or nursing profession;

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GENERAL INFORMATION ON OUR GROUP


(c)

the publicity must not contain any information that:


(i)

implies that the healthcare institution can obtain results from treatment not achievable
by other healthcare institutions or create an unjustified expectation from the treatment
provided; or

(ii)

compares and contrasts the quality of the services of the healthcare institution with
those provided by other healthcare institutions or deprecate the services of other
healthcare institutions;

(d)

the publicity must not contain any laudatory statements (including statements of prominence
or uniqueness) or superlatives to describe the services of the healthcare institution;

(e)

the information contained in the publicity must not contain any testimonial or endorsement of
the services, including the services of any employee of the healthcare institution; and

(f)

the publicity must not provide information to the public in such a manner as to amount to
soliciting or encouraging the use of the services provided by or at any healthcare institution.

The licensee of a healthcare institution shall also ensure that any publicity of the services of the
healthcare institution appears only in newspapers, directories, medical journals, magazines,
brochures, leaflets, pamphlets and the Internet. Where the publicity of the services of a healthcare
institution appears in the Internet, the licensee of the healthcare institution shall ensure that the
Internet is not used for patient consultation with any employee of the healthcare institution if the
patient is not an existing patient of the healthcare institution. Where the publicity of the services
of a healthcare institution appears in brochures, leaflets or pamphlets, the licensee of the
healthcare institution shall ensure that the brochures, leaflets or pamphlets contain the date of
publication.
Medical Registration Act
The Medical Registration Act provides for, inter alia, the establishment of SMC and the registration
of medical practitioners in Singapore.
Some of the important functions of SMC are:
(a)

to keep and maintain registers of registered medical practitioners;

(b)

to approve or reject applications for registration under the Medical Registration Act or to
approve any such application subject to such restrictions as it may think fit;

(c)

to issue practising certificates to registered medical practitioners;

(d)

to make recommendations to the appropriate authorities for the training and education of
registered medical practitioners; and

(e)

to determine and regulate the conduct and ethics of registered medical practitioners.

No person shall practice as a medical practitioner unless he is registered under this Act and has
a valid practicing certificate. Any person who is not so qualified and, inter alia, (a) practices
medicine; (b) wilfully and falsely pretends to be a duly qualified medical practitioner; (c) practices
medicine or any branch of medicine, under the style or title of physician, surgeon, doctor; or (d)
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GENERAL INFORMATION ON OUR GROUP


advertises or holds himself out as a medical practitioner, shall be guilty of an offence and shall be
liable on conviction to a fine not exceeding S$100,000 or to imprisonment for a term not exceeding
twelve (12) months or to both. In the case of a second or subsequent conviction, to a fine not
exceeding S$20,000 or to imprisonment for a term not exceeding two (2) years or to both.
Nurses and Midwives Act
The Nurses and Midwives Act provides for, inter alia, the establishment of the Singapore Nursing
Board and the registration of nurses in Singapore as well as other related matters.
Some of the important functions of the Singapore Nursing Board are:
(a)

to approve or reject applications for registration and enrolment of nurses and for registration
of midwives;

(b)

to issue practising certificates;

(c)

to regulate standards for the training and education of, among others, registered nurses and
enrolled nurses; and

(d)

to regulate the professional conduct and ethics of, among others, registered nurses and
enrolled nurses.

No person shall employ or engage a person who is not a qualified nurse to carry out any act of
nursing. Any person who contravenes the above shall be guilty of an offence and shall be liable
on conviction to a fine not exceeding S$10,000 and, in the case of a second or subsequent
conviction, to a fine not exceeding S$20,000 or to imprisonment for a term not exceeding six (6)
months or to both. In any proceeding for such an offence, it shall be a defence for a defendant to
prove that (a) he did not know that the person concerned was not a qualified nurse; and (b) he had
exercised due diligence to ascertain if that person was a qualified nurse.
Medicine Act
The Medicine Act stipulates, inter alia, general provisions for the manufacturing of and dealing in
medicinal products, the considerations of the licensing authority for granting licenses, including
wholesale dealers licenses, regulation of pharmacies, the labelling of medicines, the packaging
of medicines and the content of materials advertising and/or promoting the sale of medical
products.
Save as provided for in the Medicine Act, all persons and corporations must obtain licenses to sell,
supply, export, procure the sale of, procure the supply or exportation of, procure the manufacture
or assembly for sale, supply or exportation of, or import any medicinal product.
The Minister of Health has also set forth regulations that prescribe the conditions and
requirements to be complied by a person carrying on a retail pharmacy business.
Any person who contravenes the aforesaid provisions in relation to, inter alia, the dealing,
manufacture and wholesale dealing of medicinal products shall be guilty of an offence. The
licensing authority also has the right to revoke a license as it deems apt.

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In addition to the above legislation, our operations are also subject to such other legislation
governing and/or affecting the healthcare industry, including the Pharmacists Registration Act
(Chapter 230) of Singapore, Sale of Drugs Act (Chapter 282) of Singapore, Misuse of Drugs Act
(Chapter 185) of Singapore and their corresponding subsidiary legislation.
Radiation Protection Act and the Radiation Protection Regulations
The Radiation Protection Act regulates, inter alia, the import, export, manufacture, sale, disposal,
transport, storage, use and possession of radioactive materials and irradiating apparatus. The
Radiation Protection Act provides that no person shall, except under and in accordance with a
license:
(a)

import into, or export out of, Singapore any radioactive material;

(b)

keep, have in his possession or under his control, or use any radioactive material;

(c)

manufacture, sell or otherwise deal in any radioactive material;

(d)

transport any radioactive material;

(e)

import into, or export out of, Singapore any irradiating apparatus;

(f)

keep, have in his possession or under his control, or use any irradiating apparatus;

(g)

manufacture, or otherwise produce, any irradiating apparatus; or

(h)

sell, deal with or otherwise deal in any irradiating apparatus.

Any person who contravenes subsection (a) to (h) above shall be guilty of an offence and shall be
liable on conviction to a fine not exceeding S$100,000 or to imprisonment for a term not exceeding
two (2) years or to both.
The Radiation Protection Act also provides that:
(a)

every person who sells any irradiating apparatus shall immediately give notice of the sale to
the Director-General of Environmental Protection (the Director-General), together with the
name, address and prescribed particulars of the person to whom it was sold, in such form
and manner as may be prescribed;

(b)

every person who purchases any irradiating apparatus shall immediately give notice of the
purchase to the Director-General, together with the name, address and prescribed
particulars of the person from whom it was purchased, in such form and manner as may be
prescribed; and

(c)

no person shall dispose of any irradiating apparatus, whether in a working condition or


otherwise, without the prior approval in writing of the Director-General.

Any person who contravenes subsection (1) to (3) above shall be guilty of an offence and shall be
liable on conviction to a fine not exceeding S$50,000 or to imprisonment for a term not exceeding
twelve (12) months or to both.

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GENERAL INFORMATION ON OUR GROUP


The Radiation Protection Regulations provide for, inter alia, the various purposes a license can be
granted for, the control of radiation exposure, medical and radiological supervision, labelling of
irradiating apparatus and radioactive materials, storage of radioactive materials and the use of
irradiating apparatus for medical, dental and veterinary diagnostic purposes.
All our medical clinics that utilise radioactive materials and/or irradiating apparatus hold licenses
issued by the Director-General pursuant to the Radiation Protection Act and the Radiation
Protection Regulations.
Termination of Pregnancy Act
The Termination of Pregnancy Act regulates, inter alia, the termination of pregnancy and matters
connected therewith, including the authorisation of medical practitioners. Such treatment may
generally only be carried out by an authorised medical practitioner if the pregnant women:
(a)

is, or is the wife of, a citizen of Singapore;

(b)

is the holder, or is the wife of a holder, of a work pass issued under the Employment of
Foreign Manpower Act (Chapter 91A) of Singapore; or

(c)

has been resident in Singapore for a period of at least four (4) months immediately preceding
the date on which such treatment is to be carried out.

Any person who contravenes subsection (a) to (c) above shall be guilty of an offence and shall be
liable on conviction to a fine not exceeding S$3,000 or to imprisonment for a term not exceeding
three (3) years or to both.
Singapore Medical Council Ethical Code and Ethical Guidelines
The SMC Ethical Code sets out the fundamental tenets of conduct and behaviour expected of
doctors practising in Singapore. Under the SMC Ethical Code, a doctor is generally expected, inter
alia, to:
(a)

be dedicated to providing competent, compassionate and appropriate medical care to


patients;

(b)

provide access to and treat patients without prejudice of race, religion, creed, social
standing, disability or financial status;

(c)

maintain the highest standards of moral integrity and intellectual honesty;

(d)

keep confidential all medical information about patients; and

(e)

keep abreast of medical knowledge relevant to practice and ensure that clinical and technical
skills are maintained.

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GENERAL INFORMATION ON OUR GROUP


The SMC Ethical Guidelines elaborate on the application of the SMC Ethical Code and are
intended as a guide to all medical practitioners as to what the SMC regards as the minimum
standards required of all medical practitioners in the discharge of their professional duties and
responsibilities in the context of practice in Singapore. Some of the relevant guidelines provided
are:
(a)

doctors who have any financial or professional relationship with organisations offering
medical services have responsibility for the organisations standard of information output
about themselves and must therefore acquaint themselves with the nature and content of the
organisations information output as well as their press and media output; and

(b)

doctors may provide information about their qualifications, areas of practice, practice
arrangements and contact details. Such information, where permitted, shall be factual,
accurate, verifiable and shall not be an extravagant claim, misleading, sensational,
persuasive, laudatory, comparative or disparaging.

Guidelines on Aesthetic Practices for Doctors


The Guidelines on Aesthetic Practices for Doctors are jointly implemented by the Academy of
Medicine, Singapore, the College of Family Physicians, Singapore and the SMC, and serve as
guidelines on aesthetic practices for medical practitioners. Some of the relevant guidelines
provided are:
(a)

aesthetic practice is not a specialty or sub-specialty. Therefore, medical practitioners


engaged in aesthetic practices must not use aesthetic in their title;

(b)

the medical treatment provided in the context of aesthetic practice must be seen to benefit
the patient positively;

(c)

medical practitioners who perform or intend to perform aesthetic procedures are encouraged
to engage in a quality framework or peer review and case discussion on a regular basis; and

(d)

medical practitioners performing aesthetic procedures should note the respective


classification of their procedures and comply with the recommendations made on the
minimum standards of training, qualification and practice laid out in the guidelines, as well as
any requirements set by the MOH.

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GENERAL INFORMATION ON OUR GROUP


LICENSES
Our specialist medical practitioners and nurses are registered under the respective governing
acts. Our specialist medical practitioners and nurses are responsible for maintaining their
respective practicing certificates and/or licenses. In addition, our Company has obtained the
following material licenses for each of our medical clinics from the Ministry of Health under the
Private Hospitals and Medical Clinics Act (Chapter 248) which is required for conducting our
existing business:
Name of
Licensed
Premise

License
Number

Tenure
(years)

Duration

Licensed
Activity

339 Thomson
Road #05-03
Thomson
Medical Centre

SOG Beh
Clinic for
Women

14C0185/07/142

27 June 2014 to
26 June 2016

Medical
clinic

6 Napier Road
#08-14/15/16
Gleneagles
Medical Centre

SOG Choo
Wan Ling Clinic
for Women

14C0094/03/142

21 April 2014 to
20 April 2016

Medical
clinic

Blk 34 Cassia
Crescent #01-80

SOG Heng
Clinic for
Women

14C0080/02/142

11 April 2014 to
10 April 2016

Medical
clinic

319 Joo Chiat


Place #02-08
Parkway East
Medical Centre

SOG Heng
Clinic for
Women

14C0085/06/142

15 April 2014 to
14 April 2016

Medical
clinic

6 Napier Road
#08-14/15/16
Gleneagles
Medical Centre

SOG KW Lee
Clinic for
Women

14C0093/07/142

21 April 2014 to
20 April 2016

Medical
clinic

38 Irrawaddy
Road #08-25
Mount Elizabeth
Novena
Specialist
Centre

SOG Cindy
Pang Clinic for
Women &
GynaeOncology

14M0360/01/142

4 December
2014 to
3 December
2016

Medical
clinic

319 Joo Chiat


Place #02-07
Parkway East
Medical Centre

SOG Clinic for


Women

12C0269/02/142

6 December
2014 to
5 December
2016

Medical
clinic

6 Napier Road
#08-14/15/16
Gleneagles
Medical Centre

SOG Radhika
Breast &
General
Surgicare

12C0070/40/140

26 September
2014 to 23 May
2016

Medical
clinic

Licensed
Location

In addition, we have obtained for our medical clinic, SOG Beh Clinic for Women, a licence from
the Ministry of Health under the Termination of Pregnancy Act (Chapter 324), pursuant to which
it may carry out treatment to terminate pregnancy, subject to the provisions of the Termination of
Pregnancy Act (Chapter 324) and the regulations made thereunder, and provided always that: (i)

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GENERAL INFORMATION ON OUR GROUP


Dr. Beh Suan Tiong will be the doctor to carry out the termination of pregnancy; and (ii) that
counselling will be provided in accordance with certain procedures for abortion counselling. The
licence (licence number 0436) is for two (2) years, from 5 July 2014 to 4 July 2016.
It should also be noted that we have obtained the necessary licences for our ultrasound equipment
from the National Environment Agency under the Radiation Protection Act.
As at the Latest Practicable Date, we have not experienced any issues with obtaining or renewing
the necessary approvals, licenses and permits for the conduct of our business.
INSURANCE
As at the Latest Practicable Date, we maintain the following insurance policies to cover our
operational, human resource, fixed asset risks, including for risks such as the following:
(a)

loss or damage to our properties by fire and/or extra perils;

(b)

loss due to theft and/or hold-up;

(c)

public liability;

(d)

business compensation;

(e)

workmen injury compensation for our Employees;

(f)

personal accident;

(g)

money and cash-in-transit;

(h)

rental expense; and

(i)

all risks.

In addition to the above, all of our specialist medical practitioners have personal professional
medical and surgical indemnity insurance cover which our Group pays for. The above insurance
policies are reviewed annually to ensure that our Group has sufficient insurance coverage. Please
refer to the section titled Risk Factors Risks Relating to Our Business and the Industry in which
We Operate We May Not Have Adequate Insurance Coverage for more details.
The Directors are of the view that the insurance coverage from the above insurance policies is
sufficient for our present operations.
INDUSTRY OVERVIEW
General Healthcare Industry
In Singapore, the healthcare industry can be broadly categorised into two (2) sectors, namely
public healthcare including government medical centres and hospital, and private healthcare
providers. Singapore offers a wide range of medical services via a network of polyclinics, hospitals
and specialty centres. The private sector comprises numerous private clinics, medical centres and
hospitals.

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GENERAL INFORMATION ON OUR GROUP


Market for O&G Services
As can be seen in the table below, in 2013, approximately 60.22% of pregnant mothers delivered
their babies through private sector hospitals. 1
2011

2012

2013

Public sector hospitals


(number and percentage)

15,872
(40.03%)

16,403
(38.45%)

15,646
(39.39%)

Private sector hospitals


(number and percentage)

23,679
(59.71%)

26,149
(61.29%)

23,919
(60.22%)

Other locations
(number and percentage)

103
(0.26%)

111
(0.26%)

155
(0.39%)

Public Sector
O&G services in the public sector are usually provided in restructured hospitals such as the
National University Hospital, Singapore General Hospital, KK Womens and Childrens Hospital,
or polyclinics. The main competitive advantage of the public sector may be the lower set charges
and fees, and access to select direct and indirect subsidies. However, patients are generally not
entitled to choose their consultants and such consultants may be younger and less experienced
than their private sector counterparts. Waiting times at public hospitals and polyclinics may also
be longer as compared to private sector clinics.
Private Sector
The private sector for O&G services is extremely fragmented, as many of the O&G clinics in
Singapore are sole proprietorships. Most of the O&G private clinics are attached to hospitals and
will arrange for their patients to deliver their babies in those hospitals. Compared to the public
sector, private O&G clinics offer a wider range of services, greater flexibility and potentially more
experienced specialist medical practitioners. As a result, private O&G specialist medical
practitioners usually command a price premium over their public sector counterparts. There are
significant barriers to entry to the private O&G sector, as it takes approximately six (6) years to
become a fully registered doctor and a further six (6) years to be trained and be accredited as an
O&G specialist medical practitioner. In addition, a qualified O&G specialist medical practitioner
must build up sufficient goodwill and clientele before starting a private practice.

Source: Table 3.7 of the Yearbook of Statistics in Singapore 2014 provided by the Department of Statistics
Singapore on its website: http://www.singstat.gov.sg/docs/default-source/default-document-library/publications/
publications_and_papers/reference/yearbook_2014/yos2014.pdf. The Singapore Department of Statistics has not
provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the above
information extracted from its website and is thereby not liable for such information under Sections 253 and 254 of
the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent have
taken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,
neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted an
independent review or verified the accuracy or completeness of such information. Please also see the section titled
General and Statutory Information Sources of this Offer Document.

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GENERAL INFORMATION ON OUR GROUP


Market Outlook
The market outlook for O&G services is positive. The TFR in 2013 is 1.19, which is similar to many
developed countries and societies both in the west and in Asia. The total number of live births may
rise with the growth in population, which may, depending on various factors, range between 6.5
million and 6.9 million by 2030. 1
The Singapore government has introduced a number of initiatives to boost the TFR, which may
bolster demand for O&G services.
(a)

The Baby Bonus Scheme was introduced by the Singapore government on 1 April 2001, with
the aim of supporting parents decision to have more children by helping to lighten the
financial costs of raising children. The Baby Bonus Scheme was recently enhanced in 2013,
under which parents will receive an enhanced cash gift of S$6,000 (up from S$4,000) each
for their first and second child, and S$8,000 (up from S$6,000) each for their third and fourth
child. The cash gift will be fully disbursed within twelve (12) months of the childs birth.

(b)

Assisted Conception Procedures (ACP) such as Assisted Reproduction Technology


(ART) treatment (including in-vitro fertilisation) can help couples who have difficulty
conceiving. To help couples better afford the cost of ACP treatments, they can withdraw from
their Medisave accounts, up to S$6,000, S$5,000 and S$4,000 for the first, second and third
withdrawals respectively. With effect from 1 January 2013, eligible couples seeking ART
treatment in public hospitals will now receive up to 75% in co-funding from the Singapore
government for ART treatment cycles.

(c)

The Child Development Account is a special savings account that can be opened at any
OCBC or Standard Chartered Bank branch for a child who is eligible. Under the CDA, any
savings will be matched by the Singapore government dollar for dollar up to the cap of
S$6,000 for the first and second child, S$12,000 for the third and fourth child and S$18,000
for each child thereafter.

(d)

A Parenthood Tax Rebate (PTR) is given to married Singapore tax residents to encourage
them to have more children. The PTR can be used to offset income tax payable. Any
unutilised balance is automatically carried forward to offset future income tax payable, and
any credit balance remaining is not refundable. The rebate may be shared with the spouse.

(e)

In general, mothers are entitled to sixteen (16) weeks of paid maternity leave which can be
taken up to four (4) weeks before the date of delivery, while fathers will receive one (1) week
of government-paid paternity leave which can be taken within sixteen (16) weeks after the
child is born. In addition, to further encourage and support shared parental responsibility,
fathers will also be able to share one (1) week of the sixteen (16) weeks of their spouses
maternity leave, subject to meeting certain criteria and with the agreement of their spouse.

Source: Population White Paper: A sustainable population for a Dynamic Singapore provided by the National
Population and Talent Division on the website: http://population.sg/whitepaper/downloads/population-whitepaper.pdf. The National Population and Talent Division has not provided its consent, for the purposes of Section 249
of the Securities and Futures Act, to the inclusion of the above information extracted from its website and is thereby
not liable for such information under Sections 253 and 254 of the Securities and Futures Act. While we and the
Sponsor, Issue Manager, Underwriter and Placement Agent have taken reasonable actions to ensure that the
relevant information has been reproduced in its proper form and context, neither we, the Sponsor, Issue Manager,
Underwriter and Placement Agent nor any other party has conducted an independent review or verified the accuracy
or completeness of such information. Please also see the section titled General and Statutory Information
Sources of this Offer Document.

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GENERAL INFORMATION ON OUR GROUP


(f)

The Parenthood Priority Scheme (PPS) helps first-time married couples with children who
meet the required conditions to purchase their first home. Under the PPS, 30% of the supply
of build-to-order flats and 50% of the supply of the sale-of-balance-flats will be set aside. This
is in addition to other priority schemes like the Third Child Priority Scheme, the Married Child
Priority Scheme and the Multi-Generation Priority Scheme.

Some of the measures above are part of the Enhanced Marriage and Parenthood Package
introduced in 2013 to encourage parenthood. The Enhanced Marriage and Parenthood Package
has a budget of S$2 billion a year.
Market for Cancer Services
Cancer is the principal cause of death (accounting for 30.5% of all deaths in 2013 (in 2013, there
were 18,938 deaths 1) and the second leading cause of hospitalisation (accounting for 5.9% of all
hospitalisations in 2013 (in 2013, there were approximately 491,000 total discharges 2) in
Singapore.
Public Sector
Cancer services in the public sector are usually provided in restructured hospitals such as the
National University Hospital, Singapore General Hospital, KK Womens and Childrens Hospital,
or polyclinics. The main competitive advantage of the public sector may be the lower set charges
and fees, and access to select direct and indirect subsidies. Subsidised patients which form the
bulk of consultations in restructured hospitals may not be entitled to choose their consultants and
the main disadvantage is that waiting time at public hospitals and polyclinics may be longer as
compared to private sector clinics.
Private Sector
The private sector for surgical cancer treatments is very fragmented, with many specialist medical
practitioners operating as sole practitioners. Many of these specialist medical practitioners are
located in clinics within private hospitals or shopping centres providing designed spaces for
medical and surgical suites. Waiting times to see private sector specialist medical practitioners
and the investigative procedures required to assist in their diagnosis and treatments are generally
shorter. As a result, private surgical specialist medical practitioners usually command a price

The MOHs Singapore Health Facts entitled Principal Causes of Death on its website: http://www.moh.gov.sg/
content/moh_web/home/statistics/Health_Facts_Singapore/Principal_Causes_of_Death.html. The MOH has not
provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the above
information extracted from its website and is thereby not liable for such information under Sections 253 and 254 of the
Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent have taken
reasonable actions to ensure that the relevant information has been reproduced in its proper form and context, neither
we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted an independent
review or verified the accuracy or completeness of such information. Please also see the section titled General and
Statutory Information Sources of this Offer Document.

The MOHs Singapore Health Facts entitled Top 10 Conditions of Hospitalisation on its website:
http://www.moh.gov.sg/content/moh_web/home/statistics/Health_Facts_Singapore/Principal_Causes_of_Death.html.
The MOH has not provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the
inclusion of the above information extracted from its website and is thereby not liable for such information under
Sections 253 and 254 of the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and
Placement Agent have taken reasonable actions to ensure that the relevant information has been reproduced in its
proper form and context, neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other
party has conducted an independent review or verified the accuracy or completeness of such information. Please
also see the section titled General and Statutory Information Sources of this Offer Document.

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GENERAL INFORMATION ON OUR GROUP


premium over their public sector counterparts. The barrier to entry to the private surgical sector
is just as significant as that for the private O&G sector, requiring twelve (12) years or more to be
fully qualified and accredited as a specialist medical practitioner.
Market Outlook
With the number of cancer notifications increasing year on year, the market outlook for cancer
services is positive. The number of cancer notifications in recent years is as follows 1:
Year of Diagnosis

2011

2012

2013

No. of Notifications

11,680

12,185

12,664

For females, the top five (5) leading cancers (based on incidence rates for 2009 to 2013) are as
follows 2:
No.

Type of Cancer

Age-standardised Rate (per 100,000 per year)

1.

Breast

63.4

2.

Colo-rectum

26.3

3.

Lung

14.9

4.

Corpus uteri

13.7

5.

Ovary

12.4

Table 5.1 of the Singapore Cancer Registry Annual Registry Report Trends in Cancer Incidence in Singapore
2009-2013 provided by the National Registry of Diseases Office on its website: https://www.nrdo.gov.sg/
uploadedFiles/NRDO/Cancer%20Trends%20Report%202009-2013%2020141103.pdf. The NRDO has not provided
its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the above
information extracted from its website and is thereby not liable for such information under Sections 253 and 254 of
the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent have
taken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,
neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted an
independent review or verified the accuracy or completeness of such information. Please also see the section titled
General and Statutory Information Sources of this Offer Document.

The MOHs Singapore Health Facts entitled Disease Burden on its website: http://www.moh.gov.sg/
content/moh_web/home/statistics/Health_Facts_Singapore/Principal_Causes_of_Death.html. The MOH has not
provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the above
information extracted from its website and is thereby not liable for such information under Sections 253 and 254 of
the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent have
taken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,
neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted an
independent review or verified the accuracy or completeness of such information. Please also see the section titled
General and Statutory Information Sources of this Offer Document.

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GENERAL INFORMATION ON OUR GROUP


Between the years of 2009 and 2013, there have been, on average, 1,773 new breast cancer
cases, 329 new corpus uteri cancer cases, and 329 new ovary cancer cases, per year 1.
As Singapores population and affluence continues to grow, more people are likely to seek surgical
cancer treatments from private sector specialist medical practitioners. With the governments
emphasis on early detection, screening and the increasing number of public awareness
campaigns, more and more people are getting tested for cancers and seeking treatment earlier
rather than later.
TRENDS AND PROSPECTS
Our Directors are of the view that the demand for our healthcare services in Singapore is likely to
increase in the long term which may translate into higher demand for the services provided by the
Group, due to the following reasons:
(a)

Rising affluence and educational levels


Singapores economic progress in recent years has resulted in greater affluence of its
residents. Gross national income per capita (at current market prices) rose from
approximately S$40,767 in 2000 to approximately S$67,385 in 2013. 2 Such rising affluence,
together with improving educational standards, may lead to an increased awareness of, and
demand for, comprehensive and quality specialist healthcare services.

Table 5.3.2 of the Singapore Cancer Registry Annual Registry Report Trends in Cancer Incidence in Singapore
2009-2013 provided by the National Registry of Diseases Office on its website: https://www.nrdo.gov.sg/
uploadedFiles/NRDO/Cancer%20Trends%20Report%202009-2013%2020141103.pdf. The NRDO has not provided
its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the above
information extracted from its website and is thereby not liable for such information under Sections 253 and 254 of
the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent have
taken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,
neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted an
independent review or verified the accuracy or completeness of such information. Please also see the section titled
General and Statutory Information Sources of this Offer Document.

Source: The Singapore Department of Statistics information table entitled Time Series on Per Capita GNI at
Current Market Prices on its website: http://www.singstat.gov.sg/statistics/browse_by_theme/economy/
time_series/gnp.xls. The Singapore Department of Statistics has not provided its consent, for the purposes of
Section 249 of the Securities and Futures Act, to the inclusion of the above information extracted from its website
and is thereby not liable for such information under Sections 253 and 254 of the Securities and Futures Act. While
we and the Sponsor, Issue Manager, Underwriter and Placement Agent have taken reasonable actions to ensure
that the relevant information has been reproduced in its proper form and context, neither we, the Sponsor, Issue
Manager, Underwriter and Placement Agent nor any other party has conducted an independent review or verified
the accuracy or completeness of such information. Please also see the section titled General and Statutory
Information Sources of this Offer Document.

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GENERAL INFORMATION ON OUR GROUP


(b)

Increase in total population and aging population


Singapores total population (comprising Singapore residents (i.e. citizens and permanent
residents) and non-residents (i.e. foreigners including those working, studying or living in
Singapore but not granted permanent residence, but excluding tourists and short-term
visitors) has been steadily increasing, as can be seen in the table below. 1

Total population (000)


TFR
Live births

2011

2012

2013

5,183.7

5,312.4

5,399.2

1.20

1.29

1.19

39,654

42,663

39,720

The total population may further grow to between 6.5 million and 6.9 million by 2030,
depending on various factors. 2
In addition, falling birth rates and increasing life expectancies may result in an ageing
population. At current birth rates and without immigration, the median age of Singapores
population will be around 47 years old in 2030 2, as compared to the current median age of
40. As the population of Singapore ages, there may be an increase in the incidences of
females suffering from certain diseases such as breast cancer which is more common in
women above 40 years old.
We believe that such changes in demography in Singapore are likely to increase the demand
for medical services.

Source: Tables 1.10, 3.1 and 3.6 of the Yearbook of Statistics in Singapore 2014 provided by the Department of
Statistics Singapore on its website: http://www.singstat.gov.sg/docs/default-source/default-document-library/
publications/publications_and_papers/reference/yearbook_2014/yos2014.pdf. The Singapore Department of
Statistics has not provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the
inclusion of the above information extracted from its website and is thereby not liable for such information under
Sections 253 and 254 of the Securities and Futures Act. While we and the Sponsor. Issue Manager, Underwriter and
Placement Agent have taken reasonable actions to ensure that the relevant information has been reproduced in its
proper form and context, neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other
party has conducted an independent review or verified the accuracy or completeness of such information. Please
also see the section titled General and Statutory Information Sources of this Offer Document.

Source: Population White Paper: A sustainable population for a Dynamic Singapore provided by the National
Population and Talent Division on the website: http://www.nptd.gov.sg/content/NPTD/news/_jcr_content/
par_content/download_98/file.res/population-white-paper.pdf. The National Population and Talent Division has not
provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the above
information extracted from its website and is thereby not liable for such information under Sections 253 and 254 of
the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent have
taken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,
neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted an
independent review or verified the accuracy or completeness of such information. Please also see the section titled
General and Statutory Information Sources of this Offer Document.

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GENERAL INFORMATION ON OUR GROUP


(c)

Government initiatives
Singapore is a recognised regional medical hub which attracts many overseas patients
annually for excellent, accessible and a wide range of medical services. In addition,
SingaporeMedicine, a multi-agency government initiative was launched in 2003 to promote
and establish Singapore as one of Asias leading medical hubs. It is estimated that each year,
about 400,000 foreigners travel to Singapore to seek medical treatment. 1 We believe that the
Singapore governments efforts to promote Singapore as a medical hub will boost medical
travel and encourage more mothers-to-be to seek O&G treatment in Singapore.
Since 2001, the Singapore government has introduced initiatives to increase national birth
rates. In 2013, the Singapore government implemented the S$2 billion Enhanced Marriage
and Parenthood Package to promote parenthood. This could potentially encourage families
to have more children, which would increase the demand for our O&G services.

Our labour costs and costs of treatments, medical equipment and drugs is likely to remain stable,
while the rent on the properties leased by our Group may increase in the long term. Save as
disclosed above, and as disclosed in the section titled Risk Factors of this Offer Document and
barring any unforeseen circumstances, our Directors are not aware of any other significant recent
trends in the costs and selling prices of our treatment or any other known trends, uncertainties,
demands, commitments or events that are reasonably likely to have a material effect on our net
sales or revenue, profitability, liquidity or capital resources, or that would cause financial
information disclosed in this Offer Document to be not necessarily indicative of our future
operating results or financial condition. Please also refer to the section titled Cautionary Note on
Forward-Looking Statements of this Offer Document.
SEASONALITY
We do not experience any significant seasonality patterns in our business, save that demand for
our obstetrics services tends to be higher in the Year of the Dragon, which is regarded by the
Chinese as the most auspicious in the almanac. In FY2014, our Group delivered approximately
1,462 babies. Historical national data 2 also shows significantly higher number of births in the Year
of the Dragon as set out in the table below. In addition, Singapore has experienced a general
increase in the number of live births from 2005 to 2013.

Source: SingaporeMedicine: http://www.singaporemedicine.com/abt_us/abt_us1.asp. SingaporeMedicine has not


provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the above
information extracted from its website and is thereby not liable for such information under Sections 253 and 254 of
the Securities and Futures Act. While we and the Sponsor, Issue Manager, Underwriter and Placement Agent have
taken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context,
neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party has conducted an
independent review or verified the accuracy or completeness of such information. Please also see the section titled
General and Statutory Information Sources of this Offer Document.

Source: The Singapore Department of Statistics: http://www.singstat.gov.sg/statistics/visualising-data/charts/


number-of-births-and-deaths. The Singapore Department of Statistics has not provided its consent, for the purposes
of Section 249 of the Securities and Futures Act, to the inclusion of the above information extracted from its website
and is thereby not liable for such information under Sections 253 and 254 of the Securities and Futures Act. While
we and the Sponsor, Issue Manager, Underwriter and Placement Agent have taken reasonable actions to ensure
that the relevant information has been reproduced in its proper form and context, neither we, the Sponsor, Issue
Manager, Underwriter and Placement Agent nor any other party has conducted an independent review or verified
the accuracy or completeness of such information. Please also see the section titled General and Statutory
Information Sources of this Offer Document.

124

GENERAL INFORMATION ON OUR GROUP


Year

Live Births

Chinese Zodiac

Year on year change

1987

43,616

Rabbit

1988

52,957

Dragon

21.4%

1989

47,669

Snake

-10.0%

1990

51,142

Horse

7.3%

1991

49,114

Goat

-4.0%

1992

49,402

Monkey

0.6%

1993

50,225

Rooster

1.7%

1994

49,554

Dog

-1.3%

1995

48,635

Pig

-1.9%

1996

48,577

Rat

-0.1%

1997

47,333

Ox

-2.6%

1998

43,664

Tiger

-7.8%

1999

43,336

Rabbit

-0.8%

2000

46,997

Dragon

8.4%

2001

41,451

Snake

-11.8%

2002

40,760

Horse

-1.7%

2003

37,485

Goat

-8.0%

2004

37,174

Monkey

-0.8%

2005

37,492

Rooster

0.9%

2006

38,317

Dog

2.2%

2007

39,490

Pig

3.1%

2008

39,826

Rat

0.9%

2009

39,570

Ox

-0.6%

2010

37,967

Tiger

-4.1%

2011

39,654

Rabbit

4.4%

2012

42,663

Dragon

7.6%

2013

39,720

Snake

-6.9%

2014

42,217

Horse

6.3%

OUR ORDER BOOK


Due to the nature of our business, we do not maintain an order book. While our medical clinics
maintains a register for advance patient appointments, these appointments may be cancelled or
postponed and thus do not constitute orders on hand.

125

GENERAL INFORMATION ON OUR GROUP


OUR BUSINESS STRATEGIES AND FUTURE PLANS
(i)

Expand our business operations locally and regionally through organic growth, joint ventures
and acquisitions.
We intend to develop and expand our existing business operations by acquiring and/or
opening more clinics, particularly in areas where we are currently unrepresented. We intend
to utilise S$3,000,000 from the proceeds of this Invitation to acquire or establish new medical
clinics.
Beyond physical representation, our market presence, reputation and growth are directly
related to our ability to attract skilled and qualified healthcare professionals. We plan to hire
more healthcare professionals, especially O&G specialist medical practitioners, and hope to
attract and retain them by offering an initial patient load, good working conditions and
competitive remuneration packages.
In the longer term, we would like to have a regional presence. We are currently exploring the
possibility of partnering or entering into joint ventures with regional partners with the aim of
seconding specialist medical practitioners to work for a period of time in those countries
and/or developing and deploying a telemedicine model where we are able to provide medical
expertise remotely. In time, we may expand our presence in those countries by acquiring
local clinics, employing local specialist medical practitioners and/or establishing new clinics
in those countries. Countries which we see significant potential include Myanmar, IndoChina, Malaysia and certain parts of the PRC.

(ii)

Investments in healthcare professionals and synergistic businesses


To ensure that we are at the forefront of the industry, we intend to constantly upgrade our
Group by expanding our offering of specialist services available to patients. These additional
specialist services may include:

infertility and IVF services;

child care services;

paediatrics including neonatology; and

gynaecological cancer specialties.

We intend to achieve the foregoing expansion by investing in our healthcare professionals


and allowing them access to the latest technology, as well as to relevant developments and
training. In addition, we plan to provide them with sufficient opportunity and time to further
their own professional development and respective areas of expertise.
We also intend to offer ancillary goods and services to patients, such as quality goods that
are not easily available in Singapore. These may include a range of organic products, low
allergy supplements and niche products. These will be offered at competitive prices and may
be done so through the use of the internet and social media.

126

GENERAL INFORMATION ON OUR GROUP


We also intend to incorporate, partner or acquire medical ancillary services so that we can
offer a more holistic approach to patients through a combination of diagnostic, therapeutic
and custodial care. This may include the establishment of more clinics or the acquisition of
existing synergistic businesses such as provider of screening and imaging services.
(iii) Diversify and grow our patient base
We intend to diversify our patient base, which currently comprises mainly individual patients,
to include more corporate clients. To this end, we intend to customise and provide womens
healthcare packages targeted at corporate clients, including multinational corporations.
We believe that medical tourism in Singapore has tremendous potential for growth, due to the
rising level of economic growth and affluence in Asia and Singapores reputation as a
regional medical hub. We intend to attract more medical travellers by marketing ourselves in
selected ASEAN countries and PRC. We intend to undertake such marketing by setting up
overseas sales representative offices and/or establish a network of overseas sales agents in
such selected countries.

127

INTERESTED PERSON TRANSACTIONS


Transactions between our Group and any of its interested persons (namely, our Directors, CEO
or Controlling Shareholders or the Associates of such Directors, CEO or Controlling Shareholders)
are known as interested person transactions (as defined in Chapter 9 of the Listing Manual). The
following is a discussion of our Groups interested person transactions for the Relevant Period.
Save as disclosed below and in the sections titled Restructuring Exercise, History and
Milestones and Directors, Executive Officers and Employees of this Offer Document, no
Director, CEO, Controlling Shareholder or their respective Associates (collectively, referred to as
Interested Persons) was or is interested in any material transaction undertaken by our Group
in the Relevant Period.
PAST INTERESTED PERSON TRANSACTIONS
Save as disclosed below and in the sections titled Restructuring Exercise and History and
Milestones of this Offer Document, there were no past interested person transactions.
In March 2011, Choo Wan Ling Womens Clinic entered into a lease agreement with Lee & Lee
Clinic Pte Ltd and Avesa Pte Ltd in respect of a part of the premise at 6 Napier Road, #08-14/15/16
Gleneagles Medical Centre, Singapore 258499 for a period of two (2) years from 1 March 2011 to
28 February 2013, at a monthly rental of S$4,669 (inclusive of S$1,000 for the rental of furniture)
for the period from 1 March 2011 to 31 December 2011, and at a monthly rental of S$9,338
(inclusive of S$2,000 for the rental of furniture) for the period from 1 January 2012 to 28 February
2013. Dr. Lee Keen Whye, our Executive Chairman, is a director and shareholder of Lee & Lee
Clinic Pte Ltd and Avesa Pte Ltd.
In line with the review of the rent leasing system, it was decided that all users of the premises at
6 Napier Road, #08-14/15/16 Gleneagles Medical Centre, Singapore 258499 will make payment
to K W Lee Clinic, who will in turn make a single payment to the landlords of the premises, with
Lee & Lee Clinic Pte Ltd and Avesa Pte Ltd. Accordingly, a sub-lease agreement was entered into
between Choo Wan Ling Womens Clinic and K W Lee Clinic instead. K W Lee Clinic had in April
2012, entered into a lease agreement with Lee & Lee Clinic Pte Ltd and Avesa Pte Ltd in respect
of the whole of the premises at 6 Napier Road, #08-14/15/16 Gleneagles Medical Centre,
Singapore 258499 for a period of three (3) years and five (5) months from 6 January 2011 to 31
May 2014, at a monthly rental of S$28,000 (inclusive of S$8,000 for the rental of furniture).
Our Directors are of the opinion that the above transactions were on an arms length basis and it
was based on normal commercial terms and the prevailing market rate. The lease, and
accordingly, the sub-lease, has since come to an end, and has been superseded by the
arrangement disclosed below in the section titled Interested Person Transactions Present and
Ongoing Interested Person Transactions of this Offer Document.
In January 2013, Transview Decor Pte Ltd provided renovation services in respect of the first floor
of 34 Cassia Crescent, #01-80, Singapore 390034 for an aggregate consideration of S$127,832.
The renovation was completed in April 2013. Our CAO, Ms. Heng Tong Bwee, who is also the
sister of Dr. Heng Tung Lan, was a shareholder and director of Transview Decor Pte Ltd at the
relevant time, although she has since resigned as director.
Our Directors are of the opinion that the above transaction was on an arms length basis and it was
based on normal commercial terms and the prevailing market rate for similar services. Our
Directors do not intend to continue the above transaction with Transview Decor Pte Ltd after the
Listing Date as they were one-off transactions.

128

INTERESTED PERSON TRANSACTIONS


In March 2013, K W Lee Clinic entered into a lease agreement with Surgeons International
Holdings Pte Ltd in respect of a part of the premise at 6 Napier Road, #08-14/15/16 Gleneagles
Medical Centre, Singapore 258499 for a period of one (1) year from 1 March 2013 to 28 February
2014, at a monthly rental of S$2,500. Dr. Lee Keen Whye, our Executive Chairman, is a director
of K W Lee Clinic and was a director and shareholder of Surgeons International Holdings Pte. Ltd.
at the relevant time, although he has since resigned as director and ceased to be a shareholder.
Our Directors are of the opinion that the above transaction was on an arms length basis and it was
based on normal commercial terms and the prevailing market rate. The lease has since come to
an end.
PRESENT AND ONGOING INTERESTED PERSON TRANSACTIONS
(a)

Lease of Premises from Lee & Lee Clinic Pte Ltd and Avesa Pte Ltd
Our Group has been leasing the premises at 6 Napier Road, #08-14/15/16 Gleneagles
Medical Centre, Singapore 258499, which has an approximate floor size of 1991 sq ft, from
Lee & Lee Clinic Pte Ltd and Avesa Pte Ltd for use as a medical clinic. Dr. Lee Keen Whye,
our Executive Chairman, is a director and shareholder of Lee & Lee Clinic Pte Ltd and Avesa
Pte Ltd.
Under the existing lease agreement dated 1 June 2014, the lease is for an initial period of
twenty-four (24) months from 1 June 2014 to 31 May 2016 at a monthly rental of S$31,675,
subject to an increased monthly rental of up to S$38,000 upon the full utilisation of existing
space. As at 1 December 2014, the full monthly rental of S$38,000 will be paid until the end
of the lease. Upon the expiry of the initial lease period, our Group has an option to renew the
lease for another two (2) years on the same terms and conditions except for the option for
renewal and that the rental shall be agreed by the Group, Lee & Lee Clinic Pte Ltd and Avesa
Pte Ltd.
The aggregate rental and related charges incurred and paid by our Group to Dr. Lee Keen
Whye in respect of such lease during the Relevant Period are as follows:

Rental and related charges


incurred and paid by our
Group

FY2012
(S$000)

FY2013
(S$000)

FY2014
(S$000)

1 January 2015
up to the Latest
Practicable Date
(S$000)

336

336

371

152

The above transaction is carried out on an arms length basis as the current monthly rental
was based on the prevailing market rate at the time the lease agreement was entered into.
As at the Latest Practicable Date, the outstanding term of this lease is approximately thirteen
(13) months. We intend to renew the current lease upon expiry of the initial lease period, on
normal commercial terms and on an arms length basis such that the terms will not be less
favourable compared to what we would obtain from third party tenants or operators. Such
terms will also be subject to the review and approval of our Audit Committee.

129

INTERESTED PERSON TRANSACTIONS


After our admission to Catalist, all such transactions including any renewal of leases or
change in terms of the leases will be conducted in accordance with such guidelines as
described in the section titled Interested Person Transactions Guidelines and Review
Procedures for Future Interested Person Transactions of this Offer Document and
requirements of Chapter 9 of the Listing Manual. If required under the Listing Manual, the
Companies Act or the Securities Futures Act, we will seek Shareholders approval for such
transactions.
(b)

Lease of Premises from Dr. Heng Tung Lan


Our Group has been leasing the first floor of 34 Cassia Crescent, #01-80, Singapore 390034,
which has an approximate floor area of 1,033 sq ft, from Dr. Heng Tung Lan for use as a
medical clinic (the First Floor Lease).
Under the initial lease agreement dated 15 February 2013, the lease was for an initial period
of two (2) years from 1 March 2013 to 28 February 2015. The rental was at a monthly rate
of S$6,000 from 1 March 2013 to 31 August 2013 and S$5,000 from 1 September 2013 to 28
February 2015.
The First Floor Lease was renewed on 1 January 2015 and a fresh lease agreement was
entered into. Under the existing lease agreement dated 1 January 2015, the lease is for a
period of two (2) years from 1 March 2015 to 28 February 2017. The rental is at a monthly
rate of S$5,000. Upon the expiry of the initial lease period, our Group has an option to renew
the lease for another three (3) years at a rental to be agreed based on the prevailing market
rent but otherwise containing the same terms and conditions (with the exception of the option
for renewal).
In addition, our Group has also been leasing the second floor of 34 Cassia Crescent, #01-80,
Singapore 390034, which has an approximate floor area of 1,313 sq ft, from Dr. Heng Tung
Lan for use as a corporate office (the Second Floor Lease).
Under the existing lease agreement dated 1 August 2013, the lease is for an initial period of
three (3) years from 1 August 2013 to 31 July 2016 at a monthly rental of S$2,500. Upon the
expiry of the initial lease period, our Group has an option to renew the lease for another three
(3) years at a rental to be agreed based on the prevailing market rent but otherwise
containing the same terms and conditions (with the exception of the option for renewal).
The aggregate rental and related charges incurred and paid by our Group to Dr. Heng Tung
Lan in respect of the First Floor Lease and the Second Floor Lease during the Relevant
Period are as follows:

Rental and related charges


incurred and paid by our
Group

FY2012
(S$000)

FY2013
(S$000)

FY2014
(S$000)

1 January 2015
up to the Latest
Practicable Date
(S$000)

69

90

30

130

INTERESTED PERSON TRANSACTIONS


The above transactions are carried out on an arms length basis as the current monthly
rentals were based on the prevailing market rate at the time the lease agreements were
entered into. As at the Latest Practicable Date, the outstanding term of the First Floor Lease
is approximately 22 months, and the outstanding term of the Second Floor Lease is
approximately 15 months. We intend to renew the current leases upon expiry of their
respective initial lease periods, on normal commercial terms and on an arms length basis
such that the terms will not be less favourable compared to what we would obtain from third
party tenants or operators. Such terms will also be subject to the review and approval of our
Audit Committee.
After our admission to Catalist, all such transactions including any renewal of leases or
change in terms of the leases will be conducted in accordance with such guidelines as
described in the section titled Interested Person Transactions Guidelines and Review
Procedures for Future Interested Person Transactions of this Offer Document and
requirements of Chapter 9 of the Listing Manual. If required under the Listing Manual, the
Companies Act or the Securities Futures Act, we will seek Shareholders approval for such
transactions.
GUIDELINES AND
TRANSACTIONS

REVIEW

PROCEDURES

FOR

FUTURE

INTERESTED

PERSON

To ensure that future transactions with Interested Persons are undertaken on normal commercial
terms and are consistent with our Groups usual business practices and policies, which are
generally no more favourable than those extended to unrelated third parties, the following
procedures will be followed.
The Audit Committee comprising Independent Directors only shall approve and then review all
Interested Person Transactions on a quarterly basis.
In relation to any purchase of products or procurement of services by us from Interested Persons,
submissions from at least two (2) unrelated third parties in respect of the same or substantially the
same type of product or service will be used as comparison wherever possible. The Audit
Committee will take into account the suitability, quality, timeliness in delivery and cost of the
product or service, and the experience and expertise of the supplier. Transactions with such
Interested Persons shall not be on terms less favourable to our Group than those with unrelated
third parties.
In relation to any sale of products or provision of services by us to Interested Persons, the price
and terms of two (2) other completed transactions of the same or substantially the same type of
transactions to unrelated third parties are to be used as comparison wherever possible.
Transactions with such Interested Persons shall not be on terms less favourable to our Group than
those with unrelated third parties.
When renting properties from or to an interested person, our Audit Committee shall take
appropriate steps to ensure that such rent is commensurate with the prevailing market rates,
including adopting measures such as making relevant enquiries with landlords of similar
properties and obtaining suitable reports or reviews published by property agents (as necessary),
including independent valuation report by a property valuer, where necessary and/or appropriate.
The rent payable shall be based on the most competitive market rental rate of similar properties
in terms of size and location, based on the results of the relevant enquiries.

131

INTERESTED PERSON TRANSACTIONS


In the event that it is not possible for appropriate information (for comparative purposes) to be
obtained, our Audit Committee will determine whether the price, fees and/or the other terms
offered by or to the interested persons are fair and reasonable, and approve such interested
person transaction. In so determining, our Audit Committee will consider whether the price, fees
and/or other terms are in accordance with usual business practices and pricing policies and
consistent with the usual margins and/or terms to be obtained for the same or substantially similar
types of transactions to determine whether the relevant transaction is undertaken at an arms
length basis and on normal commercial terms.
All interested person transactions above S$100,000 are to be approved by a member of our Audit
Committee who shall not be an interested person in respect of the particular transaction. All
interested person transactions below S$100,000 are to be approved by our CEO for the time being
or such other senior executive(s) of our Company designated by our Audit Committee from time
to time for such purpose.
Any contracts to be made with an interested person shall not be approved unless the pricing is
determined in accordance with our usual business practices and policies, consistent with the
usual margin given or price received by us for the same or substantially similar type of
transactions between us and unrelated parties, and the terms are no more favourable to the
interested person than those extended to or received from unrelated parties.
In addition, we shall monitor all interested person transactions entered into by us categorising the
transactions as follows:
(a)

a category one interested person transaction is one where the value thereof is equal to or
in excess of three per cent. (3.0%) of the NTA of our Group; and

(b)

a category two interested person transaction is one where the value thereof is below three
per cent. (3.0%) of the NTA of our Group.

Category one interested person transactions must be approved by our Audit Committee prior to
entry. Category two interested person transactions need not be approved by our Audit
Committee prior to entry but shall be reviewed on a quarterly basis by our Audit Committee.
In respect of all interested person transactions, we shall adopt the following policies:
(a)

In the event that a member of our Audit Committee is interested in any interested person
transaction, he will abstain from deliberating, reviewing and/or approving that particular
transaction.

(b)

We shall maintain a register to record all interested person transactions which are entered
into by our Group, including any quotations obtained from unrelated parties to support the
terms of the interested person transactions.

(c)

We shall incorporate into our internal audit plan a review of all interested person transactions
entered into by our Group.

(d)

Our Audit Committee shall review the internal audit reports at least yearly to ensure that all
interested person transactions are carried out on an arms length basis and in accordance
with the procedures outlined above. Furthermore, if during these periodic reviews, our Audit
Committee believes that the guidelines and procedures as stated above are not sufficient to
ensure that the interests of minority Shareholders are not prejudiced, we will adopt new
guidelines and procedures. The Audit Committee may request for an independent financial
advisers opinion as it deems fit.
132

INTERESTED PERSON TRANSACTIONS


We shall ensure that all interested person transactions comply with the provisions in Chapter 9 of
the Listing Manual, and if required, we will seek independent Shareholders approval for such
transactions. In accordance with Rule 919 of the Listing Manual, interested persons and their
Associates shall abstain from voting on resolutions approving interested person transactions
involving themselves and our Group. In addition, such interested persons shall not act as proxies
in relation to such resolutions unless voting instructions have been given by the Shareholder(s).
Our Board of Directors will ensure that all disclosures, approvals and other requirements on
interested person transactions, including those required by prevailing legislation, the Listing
Manual and relevant accounting standards, are complied with. We will disclose in our annual
report the aggregate value of interested person transactions during the financial year.

133

POTENTIAL CONFLICTS OF INTEREST


INTERESTS OF DIRECTORS, CONTROLLING SHAREHOLDERS OR THEIR ASSOCIATES
Save as disclosed in the section titled Interested Person Transactions of this Offer Document,
during the Relevant Period:
(a)

none of our Directors, Controlling Shareholders or any of their Associates has any interest,
direct or indirect, in any material transactions to which our Company or any of our
subsidiaries was or is a party;

(b)

none of our Directors, Controlling Shareholders or any of their Associates has any interest,
direct or indirect, in any entity carrying on the same business or dealing in similar products
which competes materially and directly with the existing business of our Group; and

(c)

none of our Directors, Controlling Shareholders or any of their Associates has any interest,
direct or indirect, in any enterprise or company that is our corporate client or supplier of
goods or services.

INTERESTS OF THE SPONSOR, ISSUE MANAGER, UNDERWRITER AND PLACEMENT


AGENT
In the reasonable opinion of our Directors, the Sponsor, Issue Manager, Underwriter and
Placement Agent, Hong Leong Finance, does not have any material relationships with our
Company save as disclosed below and in the section titled Management, Underwriting and
Placement Arrangements of this Offer Document:
(a)

Hong Leong Finance is the Sponsor, Issue Manager, Underwriter and Placement Agent of the
Invitation; and

(b)

Hong Leong Finance will be the continuing sponsor of our Company for an initial period of
three (3) years from the date our Company is admitted and listed on Catalist.

134

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


MANAGEMENT REPORTING STRUCTURE
Our management reporting structure is as follows:
Board of Directors

Medical Advisory Committee


CEO
Dr. Ng Koon Keng
Administration

Finance

CAO
Ms. Heng Tong Bwee

FC
Mr. Eric Choo

Clinics
located in
Gleneagles
Medical
Centre

Clinics
located in
Parkway
East Medical
Centre

Clinic
located in
Thomson
Medical
Centre

Dr. Lee Keen


Whye

Dr. Heng
Tung Lan

Dr. Beh Suan


Tiong

Dr. Choo Wan


Ling

Dr. Natalie
Chua

Dr. Radhika
Lakshmanan

Dr. Radhika
Lakshmanan

Clinics
located in
Cassia
Crescent
Dr. Heng
Tung Lan

Clinics
located in
Mount
Elizabeth
Novena
Specialist
Centre

Dr. Natalie
Chua

Dr. Cindy
Pang

The Medical Advisory Committee assists the Board in setting medical and drug policies and
procedures. The Medical Advisory Committee also undertakes performance and peer reviews of
all medical professionals within the Group.
DIRECTORS
Our Directors are entrusted with the responsibility for the overall management and organisation
of our Group. The particulars of our Directors as at the date of this Offer Document are set out
below:
Name

Age

Address

Position

Dr. Lee Keen Whye

61

34 Cassia Crescent, #01-80


Singapore 390034

Executive Chairman

Dr. Heng Tung Lan

58

34 Cassia Crescent, #01-80


Singapore 390034

Executive Director

Dr. Beh Suan Tiong

52

34 Cassia Crescent, #01-80


Singapore 390034

Executive Director

135

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


Name

Age

Address

Position

Mr. Christopher Chong


Meng Tak

56

34 Cassia Crescent, #01-80


Singapore 390034

Lead Independent
Director

Mr. Chan Heng Toong

65

34 Cassia Crescent, #01-80


Singapore 390034

Independent Director

Mr. Chooi Yee-Choong

53

34 Cassia Crescent, #01-80


Singapore 390034

Independent Director

None of our Directors are related to each other. Dr. Heng Tung Lan, one of our Directors, is the
sister of Ms. Heng Tong Bwee, our CAO and an Executive Officer.
The working and business experience of our Directors and their areas of responsibility within our
Group are set out below:
Dr. Lee Keen Whye (Executive Chairman)
Dr. Lee Keen Whye is a graduate of the National University of Singapore qualifying with a MBBS.
He subsequently specialised in O&G and was awarded both with a FRCOG from the Royal
College of Obstetricians and Gynaecologists, United Kingdom, and a FAMS from the National
University of Singapore. As noted above, Dr. Lee Keen Whye is a renowned O&G specialist and
a Consultant Obstetrician and Gynaecologist at the Gleneagles Medical Centre.
Dr. Lee Keen Whyes specialty includes endoscopy especially in hysteroscopy, laparoscopy and
vaginal rejuvenation. He was the Chairman of the Minimally Invasive Surgery Centre, Gleneagles
Hospital between 2001 to 2008. He was the President, from 2003 to 2005, of the OGSS. He was
the Chairman of Surgeons International Holdings Pte. Ltd., an established medical marketing
group in Singapore, from 2005 to 2010. He is a founder member of the Asia-Pacific Association
of Gynaecological Endoscopists (APAGE). He is also an Associate of the Laser Vaginal Institute
of Los Angeles, USA.
In 1996, Dr. Lee Keen Whye was awarded the Singapore Armed Forces HQ Army Medical
Services (National Servicemen of the year) award. In 2003, he was awarded the Benjamin Henry
Sheares Gold Medal award.
Dr. Heng Tung Lan (Executive Director)
Dr. Heng Tung Lan is the leading Consultant Obstetrician and Gynaecologist practicing in
Parkway East Medical Centre. She graduated from the National University of Singapore qualifying
with a Bachelors degree in Medicine and Surgery. Dr. Heng Tung Lan subsequently specialised
in O&G, was awarded a MMed (O&G) and was admitted to the Academy of Medicine, Singapore.
Dr. Heng Tung Lan established her private practice in September 1993. Her medical and
interpersonal skills make her very popular and sought after. In 2014, Dr. Heng Tung Lan delivered
more than 755 babies.

136

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


Dr. Beh Suan Tiong (Executive Director)
Dr. Beh Suan Tiong graduated from the National University of Singapore in 1987 with a MBBS. He
subsequently specialised in womens healthcare and became a Member of the Royal College of
Obstetricians and Gynaecologists, United Kingdom. Thereafter, he was awarded a FAMS from the
Academy of Medicine, Singapore. Dr. Beh Suan Tiong is a Consultant Obstetrician and
Gynaecologist at the Thomson Medical Centre.
As highlighted above, Dr. Beh Suan Tiong specialises in minimally invasive surgery and is a senior
consultant in the Minimally Invasive Surgery Unit in KK Womens and Childrens Hospital on a
part-time basis. He is a firm believer in continuous medical education and is the first doctor
recipient of the KK Service from the Heart Award, which recognises excellence in service.
Dr. Beh Suan Tiong was the past President of the OGSS and the past treasurer of the College of
O&G, Singapore. His current appointments include Chairman of the Operating Room and ICU
Committee of Thomson Medical Centre, Member of the medical advisory board of Thomson
Medical Centre, Chairman of the Gynaecology Endoscopy Subsection, and part-time Senior
Consultant of the minimally invasive unit in the Department of Obstetrics and Gynaecology of KK
Womens and Childrens Hospital.
Mr. Christopher Chong Meng Tak (Lead Independent Director)
Mr. Christopher Chong Meng Tak is a partner and co-founder of ACH Investments Pte Ltd, a
specialist corporate advisory firm in Singapore. He has significant experience as a director of
listed companies, and he is currently an independent director of several listed companies
including ASL Marine Holdings Ltd and Ying Li International Real Estate Limited on the SGX-ST
and GLG Corp Ltd and Koon Holdings Limited on the Australian Stock Exchange. Mr. Chong is
also a director/trustee of several private companies, trusts and international funds.
Mr. Chong has significant experience in capital markets, securities law, corporate governance and
corporate affairs. He was a multi-award winning analyst and the managing director of HSBC
Securities (Singapore) Pte Ltd, formerly known as HSBC James Capel Securities (Singapore) Pte
Ltd, and prior to this was an executive director of UOB Kay Hian Holdings Ltd, formerly known as
Kay Hian James Capel Ltd. Mr. Chong holds a Bachelor of Science degree in Economics (1st
Honours) from the University College of Wales and a Master of Business Administration degree
from the London Business School. He is a member of the Institute of Chartered Accountants of
Scotland, a Fellow of the Australian Institute of CPAs, a Fellow of the Hong Kong Institute of
Certified Public Accountants, a Fellow of the Singapore Institute of Directors, a Fellow of the
Australian Institute of Company Directors and a Master Stockbroker of the Securities and
Derivatives Industry Association of Australia.
Mr. Chan Heng Toong (Independent Director)
Mr. Chan Heng Toong has more than 30 years of experience in banking. He was the Head of
Investment Banking in HL Bank prior to his retirement in February 2013.
Mr. Chan Heng Toong started his career in Diethelm Singapore Pte. Ltd. (now known as Diethelm
Keller Property & Investment Pte. Ltd.) in 1975 and left in 1977 to pursue his post-graduate
studies. He joined Citibank N.A. as its relationship officer in 1979, and was promoted to its
vice-president in 1984. He joined as vice-president of American Express Bank (NY) from 1988 to
1989 where he managed the marketing department. He was the vice-president of the corporate
banking division of Overseas Union Bank Limited in 1989, before serving as the general manager
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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


and chief executive officer of Overseas Union Bank Limited Singapore (Canada) from 1990 to
1995. In 1995, he was the vice president of the corporate finance division in Overseas Union Bank
Limited, and in 2002, he was the director of United Overseas Bank Asia Limited. Thereafter, he
was the managing director of the investment banking division (corporate finance) in UOB in 2008
until his departure in 2009. Mr. Chan Heng Toong was appointed as Head, Investment Banking,
HL Bank in September 2010, and retired in February 2013. Since 1995, he has been involved in
the initial public offerings of more than 30 local and foreign companies on the SGX-ST. He
obtained a Bachelor of Engineering (Honours) from the University of Singapore in 1973 and
Masters of Business Administration (Finance) from the University of British Columbia (Canada) in
1979.
Mr. Chooi Yee-Choong (Independent Director)
Mr. Chooi Yee-Choong has more than 25 years in the airlines and tourism industry, and is currently
the chief executive officer of Myanmar Airways International Co., Ltd., an airline based in Yangon,
Myanmar. Mr. Chooi Yee-Choong started his career in Singapore Airlines Limited in 1984 as a
methods analyst, before becoming a systems analyst in 1986. In 1990, he became a marketing
executive and by 2000, had been promoted through the ranks to become the vice-president
(commercial) of Silk Air (Singapore) Private Limited. In 2004, he joined as the head of commercial
of Jetstar Asia Airways Pte Ltd, a subsidiary of Jetstar Airways. In 2005, he joined the Singapore
Tourism Board as the regional director of Indonesia, Philippines and Brunei. Thereafter, he was
promoted to be the regional director of Indonesia, Philippines, Australia, New Zealand, Brunei and
Fiji in 2009. In 2011, he joined Jetstar Airways as the chief planning officer. In 2012, he joined
TransAsia Airways as the chief commercial officer before being appointed as the chief executive
officer of TransAsia Airways. In 2015, he joined Myanmar Airways International Co., Ltd. as its
chief executive officer.
He obtained a Bachelor of Industrial and Systems Engineering from the Ohio State University in
1984.
All our Directors possess the relevant experience and expertise to act as our Directors, as
evidenced by their business and working experience set out above, and have been informed of
their roles and responsibilities as a director of a listed company on the SGX-ST. All our Directors
have been informed of their obligations under the Listing Manual as well as the relevant Singapore
laws and regulations.
Our Directors who do not have experience on the board of directors of companies listed on the
Official List of the SGX-ST, have attended a program organised by the Singapore Institute of
Directors and supported by the SGX-ST to familiarise themselves with the roles and
responsibilities of a director of a listed company on the SGX-ST.
None of our Independent Directors sits on the board of any of our subsidiaries or associated
companies. The list of past and present directorships of our Directors over the last five (5) years
up to the Latest Practicable Date and excluding those held in our Company is set out below.

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


Name

Present Directorships

Past Directorships

Dr. Lee Keen Whye

Our Group
Behs Clinic for Women
Choo Wan Ling Womens
Clinic
Heng Clinic for Women
K W Lee Clinic
SOG-Cindy Pang Clinic
SOG-Radhika Breast &
General Surgicare

Our Group
None

Other Companies
Avesa Pte Ltd
Lee & Lee Clinic Pte Ltd.
Singa Hotel Development
Pte. Ltd.
Singa Management Pte. Ltd.
Singa Project Development
Pte. Ltd.
Singa SV Investment Pte. Ltd.
Singa Wealth Pte. Ltd.
Dr. Heng Tung Lan

Dr. Beh Suan Tiong

Mr. Christopher Chong


Meng Tak

Other Companies
Depa Pte. Ltd.
Dr LKW Pte. Ltd.
Singapore Orthopaedic
Specialists Pte. Ltd.
Surgeons International
Holdings Pte. Ltd.
Surgeons SPV Pte. Ltd.

Our Group
Heng Clinic for Women

Our Group
None

Other Companies
None

Other Companies
DMK Company Pte. Ltd.

Our Group
Behs Clinic for Women
ST Surgery

Our Group
None

Other Companies
None

Other Companies
College of Obstetricians and
Gynaecologists, Singapore

Our Group
None

Our Group
None

Other Companies
ACH Investments Pte Ltd.
ASL Marine Holdings Ltd.
GLG Corp Ltd
Koon Holdings Limited
Ying Li International Real
Estate Limited

Other Companies
Alan Kelly Investments
Pte. Ltd.
iMagi International Ltd.
Koda Ltd
Lorenzo International Limited
Newspace Fund Ltd.
Paromay Pte. Ltd.
Universal Resource and
Services Limited
Xpress Holdings Ltd
Whitegrain Pte Ltd

139

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


Name

Present Directorships

Past Directorships

Mr. Chan Heng Toong

Our Group
None

Our Group
None

Other Companies
City Gate Pte. Ltd.
ICEJ Pte. Ltd.
XMH Holdings Ltd.

Other Companies
Farmers Choice Pte. Ltd.
SAL Happy Pte. Ltd.
Asia Pacific Mission Ltd

Our Group
None

Our Group
None

Other Companies
None

Other Companies
TransAsia Airways
Corporation Singapore
Branch

Mr. Chooi Yee-Choong

EXECUTIVE OFFICERS
The day-to-day operations of our Group are entrusted to our Executive Chairman, who is assisted
by an experienced and qualified team of Executive Officers. The particulars of our Executive
Officers as at the date of this Offer Document are set out below:
Name

Age

Address

Position

Dr. Ng Koon Keng

55

34 Cassia Crescent #01-80


Singapore 390034

CEO

Mr. Eric Choo

35

34 Cassia Crescent #01-80


Singapore 390034

FC

Ms. Heng Tong Bwee

60

34 Cassia Crescent #01-80


Singapore 390034

CAO

The business and working experience and areas of responsibility of our Executive Officers within
the Group are as follows:
Dr. Ng Koon Keng
Dr. Ng Koon Keng became CEO of our Group in August 2011, and is responsible for the overall
administration, operation, business development, marketing and management of our Group.
Dr. Ng Koon Keng holds a First Class Honours degree (BMSc.) in Pharmacology and obtained his
medical degree from the University of Dundee (UK). After qualifying, Dr. Ng Koon Keng started his
traineeship in Obstetrics and Gynaecology but then decided to pursue a career in family medicine
instead. He became a partner in a successful GP practice servicing the eastern part of Singapore
in 1988. In 1997, Dr. Ng joined the financial industry and worked for two (2) leading institutions
before returning to medicine in 1998 (and the start of the Asian recession). In 2004, he started
A-Vic Enterprises Pte. Ltd., a media company that produced a lifestyle magazine designed for the
medical profession in Singapore. At the end of 2008, he placed the publication on hold when he
accepted an offer to become CEO of Surgeons International Holdings Pte. Ltd., an established
medical marketing company in Singapore. During this period, he also served as Medical Advisor
to Red Carpet Medical, a premier medical tourism business of Red Carpet Edition Pte. Ltd., and
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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


as a director of the Orchard Surgery Center Pte. Ltd. In 2010, Dr. Ng became the CEO of
Asiamedic Limited, a medical company listed on the SGX-ST. After a short stint he returned to his
position as CEO of Surgeons International Holdings Pte. Ltd. In 2011, Dr. Ng Koon Keng, together
with Dr. Lee Keen Whye and Dr. Heng Tung Lan, decided to form SOG, a comprehensive and
integrated womans medicine business.
Mr. Eric Choo
Mr. Eric Choo joined our Group in June 2014 as the Financial Controller, and oversees the
financial accounting and reporting function of our Group including cash management, corporate
governance and internal controls. He also oversees our Groups financial operations, corporate
secretarial and tax matters. He has over twelve (12) years of experience in the accounting and
finance sector.
Mr. Eric Choo began his career as an Accountant with Pacific Healthcare Holdings Ltd in 2002.
Prior to joining our Group, Mr. Eric Choo was an audit senior manager with one of the big four
international accounting firms. Mr. Eric Choo has over nine (9) years of audit and assurance
experience working as an auditor in Singapore and the United States, and his professional
experience includes providing audit and assurance services to public companies listed on the
SGX-ST and stock exchanges in the USA, multi-national corporations and government-linked
corporations in Singapore.
Mr. Eric Choo holds a Bachelor of Business (Accountancy) degree from the Royal Melbourne
Institute of Technology and is currently a non-practising member of the Institute of Singapore
Chartered Accountants and CPA Australia.
Ms. Heng Tong Bwee
Ms. Heng Tong Bwee became our CAO in November 2013, and oversees, maintains and
enhances the administrative structure of the Group, including the supervision and management of
the staff of the Group, and the planning and implantation of various administrative systems of the
Group. She has been with our Group since the incorporation of our Company.
Ms. Heng Tong Bwee holds a degree in Accountancy from the National University of Singapore.
After qualifying, Ms. Heng was the Peoples Associations Internal Auditor from December 1977 to
May 1981. She then left to join Foo Kon & Tan (now known as Foo Kon Tan LLP) as an external
auditor. She held this post from May 1981 until January 1984. From January 1984 to October
1989, she was the audit manager at Harry Tan & Partners. She was a director at Transview Decor
Pte Ltd and A-Plan Management Pte Ltd, a position she has held since 1989 and 1990,
respectively, until her resignation from both companies in 2013. She became a director and the
finance manager at Heng Clinic for Women in March 2005.

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


The list of past and present directorships of each of our Executive Officers over the last five (5)
years up to the Latest Practicable Date is set out below:
Name

Present Directorships

Past Directorships

Dr. Ng Koon Keng

Our Group
Behs Clinic for Women
Choo Wan Ling Womens
Clinic
Heng Clinic for Women
K W Lee Clinic
SOG-Cindy Pang Clinic
SOG-Radhika Breast &
General Surgicare

Our Group
None

Other Companies
Ori Biotech Pte Ltd

Mr. Eric Choo

Ms. Heng Tong Bwee

Other Companies
AMC Healthcare Pte. Ltd.
Asiamedic Eye Centre
Pte. Ltd.
Asiamedic Eyecare Clinic
Pte. Ltd.
Asiamedic Heart & Vascular
Centre Pte. Ltd.
Asiamedic PET/CT Centre
Pte. Ltd.
A-Vic Enterprises Pte. Ltd.
Orchard Surgery Center
Pte. Ltd.
Positron Tracers Pte. Ltd.
The Orchard Imaging Centre
Pte Ltd
Wellness Assessment Centre
Pte. Ltd.

Our Group
None

Our Group
None

Other Companies
None

Other Companies
None

Our Group
K W Lee Clinic

Our Group
Heng Clinic for Women
Singapore O&G Pte. Ltd.
SOG-Cindy Pang Clinic
SOG-Radhika Breast &
General Surgicare

Other Companies
None

Other Companies
A-Plan Management Pte Ltd
Transview Decor Pte Ltd
Yishun Ring Clinic & Surgery
Pte Ltd
Dr. Heng Tung Lan, one of our specialist medical practitioners, is the sister of Ms. Heng Tong
Bwee, our CAO. Ms. Heng Tong Bwees son, Mr. Lai Kangwei, is currently employed as an
operations executive by our Company. Save as disclosed above, none of our Directors and
Executive Officers are related to each other or to our Substantial Shareholders.

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


To the best of our Directors knowledge, there are no arrangements or undertakings with any
Substantial Shareholders, patients, suppliers or other persons, pursuant to which any of our
Directors and Executive Officers are appointed.
SERVICE AGREEMENTS
On 1 July 2013, our Company entered into separate service agreements with each of our
Executive Chairman, Dr. Lee Keen Whye, and our Executive Directors, Dr. Beh Suan Tiong and
Dr. Heng Tung Lan (each an Executive, for the purposes of this section titled Directors,
Executive Officers and Employees Service Agreements). On 1 January 2015, our Company
entered into a supplemental agreement in relation to the same with each of the Executives.
Dr. Lee Keen Whyes Service Agreement
Term of Employment
The employment of the Executive is deemed to have commenced on 1 July 2013 and shall
continue for a term of five (5) years from the effective date being 1 January 2015 (the Term).
Upon the expiry of the Term, the employment may be renewed on such terms and conditions as
may be agreed between the Company and the Executive.
Termination
The employment may be terminated without cause at any time by either party giving to the other
party six (6) months notice in writing, or in lieu of such notice, an amount equivalent to six (6)
months salary based on the last drawn salary of the Executive.
The employment shall automatically be terminated forthwith without any notice or payment in lieu
of notice if:
(a)

the Executive is convicted of any criminal offence (save for an offence under road traffic
legislation for which he is not sentenced to any term of immediate or suspended
imprisonment) and sentenced to any term of immediate or suspended imprisonment; or

(b)

the Executive becomes prohibited from being a director or employee of the Company by law
or by order or directive from any regulatory body or government authority for any reason
whatsoever.

The Company may also terminate the employment of the Executive forthwith without notice or
payment in lieu of notice if, in the reasonable opinion of the Board, the Executive:
(a)

has materially or repeatedly breached or failed to comply with the terms of the service
agreement (including but not limited to his obligation to maintain the licenses and
qualifications required to carry on his medical practice);

(b)

is guilty of any gross or grave misconduct affecting or in relation to the business of the Group;

(c)

becomes bankrupt, make any composition or enter into a deed of arrangement with his
creditors generally;

(d)

becomes of unsound mind;

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


(e)

commits any criminal act relating to breach of trust, fraud or dishonesty;

(f)

commits any act that achieves general notoriety which discredits the Executive to a degree
which materially reduces the value of his services to the Group or may discredit the Group
through association with the Executive; or

(g)

is incompetent in the performance of his duties.

Remuneration
During the Term, the Company shall pay the Executive:
(a)

a basic salary of S$384,000 per annum, payable in twelve (12) equal monthly instalments in
arrears; and

(b)

an annual incentive bonus calculated as follows:


Incentive bonus = (Actual NPAT Minimum NPAT) x 0.2
where (for the purposes of calculating the Executives incentive bonus only):
Actual NPAT means the audited net profit after tax that is attributable to the Executive for
the relevant financial year of the Company; and
Minimum NPAT means S$1,037,897,
provided that no incentive bonus shall be payable to the Executive if the Actual NPAT is equal
or less than the Minimum NPAT.

The basic salary and the incentive bonus will not be adjusted during the Term unless approved by
the Board (taking into account the recommendations of the Remuneration Committee).
The Company shall reimburse the Executive for all travelling and other out-of-pocket expenses
reasonably incurred by him in the process of discharging his duties hereunder upon the Executive
providing the Company with such vouchers or other evidence of the payment of such expenses as
the Company may require.
Non-Competition
The Executive shall not during the term of his employment and within a period of six (6) months
upon the termination thereof, in all territories where the Company or any of its subsidiaries (each,
a Group Company) operates directly or indirectly, except with the Companys prior written
consent:
(a)

either on his own account or for any other person directly or indirectly solicit, interfere with
or endeavour to entice away from any Group Company any person who to his knowledge is
now or has been a client, customer or employee of, or in the habit of dealing with, any Group
Company;

144

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


(b)

either alone or jointly with or as a manager, agent for or employee of any person, directly or
indirectly carry on or be engaged or concerned or interested in any business which shall be
in competition with the business carried on by any Group Company as at the date hereof or
as at the time of termination of the Executives employment hereunder (as the case may be)
(the Relevant Business);

(c)

act as a director or otherwise of any other person, firm or company engaging directly or
indirectly in the Relevant Business which is in competition with the business of any Group
Company; and

(d)

cause or permit any person or entity directly or indirectly under his control or in which he has
any beneficial interests to do any of the foregoing acts or things.

The Executive further agrees with the Company that he shall not during her employment and upon
the termination of her employment hereunder without limit in point of time, directly or indirectly,
except with the Companys prior written consent:
(a)

use the name Singapore O&G, SOG or any colourable imitation thereof in connection with
any business; and

(b)

use any trade mark of any Group Company in connection with any business.

The Executive also agrees with the Company that he shall not during his employment and upon
the termination of his employment hereunder directly or indirectly, except with the Companys prior
written consent, disclose to any person, or himself use for any purpose, and shall use his best
endeavours to prevent the publication or disclosure of, and information concerning the business,
accounts or finances of any Group Company or any of its clients or customers transactions or
affairs, which may, or may have, come to his knowledge.
Dr. Heng Tung Lans Service Agreement
Term of Employment
The employment of the Executive is deemed to have commenced on 1 July 2013 and shall
continue for a term of five (5) years from the effective date being 1 January 2015 (the Term).
Upon the expiry of the Term, the employment may be renewed on such terms and conditions as
may be agreed between the Company and the Executive.
Termination
The employment may be terminated without cause at any time by either party giving to the other
party six (6) months notice in writing, or in lieu of such notice, an amount equivalent to six (6)
months salary based on the last drawn salary of the Executive.
The employment shall automatically be terminated forthwith without any notice or payment in lieu
of notice if:
(a)

the Executive is convicted of any criminal offence (save for an offence under road traffic
legislation for which she is not sentenced to any term of immediate or suspended
imprisonment) and sentenced to any term of immediate or suspended imprisonment; or

145

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


(b)

the Executive becomes prohibited from being a director or employee of the Company by law
or by order or directive from any regulatory body or government authority for any reason
whatsoever.

The Company may also terminate the employment of the Executive forthwith without notice or
payment in lieu of notice if, in the reasonable opinion of the Board, the Executive:
(a)

has materially or repeatedly breached or failed to comply with the terms of the service
agreement (including but not limited to her obligation to maintain the licenses and
qualifications required to carry on her medical practice);

(b)

is guilty of any gross or grave misconduct affecting or in relation to the business of the Group;

(c)

becomes bankrupt, make any composition or enter into a deed of arrangement with her
creditors generally;

(d)

becomes of unsound mind;

(e)

commits any criminal act relating to breach of trust, fraud or dishonesty;

(f)

commits any act that achieves general notoriety which discredits the Executive to a degree
which materially reduces the value of her services to the Group or may discredit the Group
through association with the Executive; or

(g)

is incompetent in the performance of his duties.

Remuneration
During the Term, the Company shall pay the Executive:
(a)

a basic salary of S$1,000,000 per annum, payable in twelve (12) equal monthly instalments
in arrears; and

(b)

an annual incentive bonus calculated as follows:


Incentive bonus = (Actual NPAT Minimum NPAT) x 0.2
where (for the purposes of calculating the Executives incentive bonus only):
Actual NPAT means the audited net profit after tax that is attributable to the Executive for
the relevant financial year of the Company; and
Minimum NPAT means S$1,849,852,
provided that no incentive bonus shall be payable to the Executive if the Actual NPAT is equal
or less than the Minimum NPAT.

The basic salary and the incentive bonus will not be adjusted during the Term unless approved by
the Board (taking into account the recommendations of the Remuneration Committee).

146

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


The Company shall reimburse the Executive for all travelling and other out-of-pocket expenses
reasonably incurred by her in the process of discharging her duties hereunder upon the Executive
providing the Company with such vouchers or other evidence of the payment of such expenses as
the Company may require.
Non-Competition
The Executive shall not during the term of her employment and within a period of six (6) months
upon the termination thereof, in all territories where the Company or any of its subsidiaries (each,
a Group Company) operates directly or indirectly, except with the Companys prior written
consent:
(a)

either on her own account or for any other person directly or indirectly solicit, interfere with
or endeavour to entice away from any Group Company any person who to her knowledge is
now or has been a client, customer or employee of, or in the habit of dealing with, any Group
Company;

(b)

either alone or jointly with or as a manager, agent for or employee of any person, directly or
indirectly carry on or be engaged or concerned or interested in any business which shall be
in competition with the business carried on by any Group Company as at the date hereof or
as at the time of termination of the Executives employment hereunder (as the case may be)
(the Relevant Business);

(c)

act as a director or otherwise of any other person, firm or company engaging directly or
indirectly in the Relevant Business which is in competition with the business of any Group
Company; and

(d)

cause or permit any person or entity directly or indirectly under her control or in which she
has any beneficial interests to do any of the foregoing acts or things.

The Executive further agrees with the Company that she shall not during her employment and
upon the termination of her employment hereunder without limit in point of time, directly or
indirectly, except with the Companys prior written consent:
(a)

use the name Singapore O&G, SOG or any colourable imitation thereof in connection with
any business; and

(b)

use any trade mark of any Group Company in connection with any business.

The Executive also agrees with the Company that she shall not during her employment and upon
the termination of her employment hereunder directly or indirectly, except with the Companys
prior written consent, disclose to any person, or herself use for any purpose, and shall use her
best endeavours to prevent the publication or disclosure of, and information concerning the
business, accounts or finances of any Group Company or any of its clients or customers
transactions or affairs, which may, or may have, come to her knowledge.

147

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


Dr. Beh Suan Tiongs Service Agreement
Term of Employment
The employment of the Executive is deemed to have commenced on 1 July 2013 and shall
continue for a term of five (5) years from the effective date being 1 January 2015 (the Term).
Upon the expiry of the Term, the employment may be renewed on such terms and conditions as
may be agreed between the Company and the Executive.
Termination
The employment may be terminated without cause at any time by either party giving to the other
party six (6) months notice in writing, or in lieu of such notice, an amount equivalent to six (6)
months salary based on the last drawn salary of the Executive.
The employment shall automatically be terminated forthwith without any notice or payment in lieu
of notice if:
(a)

the Executive is convicted of any criminal offence (save for an offence under road traffic
legislation for which he is not sentenced to any term of immediate or suspended
imprisonment) and sentenced to any term of immediate or suspended imprisonment; or

(b)

the Executive becomes prohibited from being a director or employee of the Company by law
or by order or directive from any regulatory body or government authority for any reason
whatsoever.

The Company may also terminate the employment of the Executive forthwith without notice or
payment in lieu of notice if, in the reasonable opinion of the Board, the Executive:
(a)

has materially or repeatedly breached or failed to comply with the terms of the service
agreement (including but not limited to his obligation to maintain the licenses and
qualifications required to carry on his medical practice);

(b)

is guilty of any gross or grave misconduct affecting or in relation to the business of the Group;

(c)

becomes bankrupt, make any composition or enter into a deed of arrangement with his
creditors generally;

(d)

becomes of unsound mind;

(e)

commits any criminal act relating to breach of trust, fraud or dishonesty;

(f)

commits any act that achieves general notoriety which discredits the Executive to a degree
which materially reduces the value of his services to the Group or may discredit the Group
through association with the Executive; or

(g)

is incompetent in the performance of his duties.

148

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


Remuneration
During the Term, the Company shall pay the Executive:
(a)

a basic salary of S$444,000 per annum, payable in twelve (12) equal monthly instalments in
arrears; and

(b)

an annual incentive bonus calculated as follows:


Incentive bonus = (Actual NPAT Minimum NPAT) x 0.2
where (for the purposes of calculating the Executives incentive bonus only):
Actual NPAT means the audited net profit after tax that is attributable to the Executive for
the relevant financial year of the Company; and
Minimum NPAT means:
(i)

for each of the financial years ending 31 December 2013 and 2014, S$830,000; and

(ii)

for each of the financial years ending 31 December 2015, 2016, 2017, 2018 and 2019,
S$1,000,000,

provided that no incentive bonus shall be payable to the Executive if the Actual NPAT is equal
or less than the Minimum NPAT.
The basic salary and the incentive bonus will not be adjusted during the Term unless approved by
the Board (taking into account the recommendations of the Remuneration Committee).
The Company shall reimburse the Executive for all travelling and other out-of-pocket expenses
reasonably incurred by him in the process of discharging his duties hereunder upon the Executive
providing the Company with such receipts or other evidence of the payment of such expenses as
the Company may require.
Non-Competition
The Executive shall not during the term of his employment and within a period of six (6) months
upon the termination thereof, in all territories where the Company or any of its subsidiaries (each,
a Group Company) operates directly or indirectly, except with the Companys prior written
consent:
(a)

either on his own account or for any other person directly or indirectly solicit, interfere with
or endeavour to entice away from any Group Company any person who to his knowledge is
now or has been a client, customer or employee of, or in the habit of dealing with, any Group
Company;

(b)

either alone or jointly with or as a manager, agent for or employee of any person, directly or
indirectly carry on or be engaged or concerned or interested in any business which shall be
in competition with the business carried on by any Group Company as at the date hereof or
as at the time of termination of the Executives employment hereunder (as the case may be)
(the Relevant Business);

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


(c)

act as a director or otherwise of any other person, firm or company engaging directly or
indirectly in the Relevant Business which is in competition with the business of any Group
Company; and

(d)

cause or permit any person or entity directly or indirectly under his control or in which he has
any beneficial interests to do any of the foregoing acts or things.

The Executive further agrees with the Company that he shall not during his employment and upon
the termination of her employment hereunder without limit in point of time, directly or indirectly,
except with the Companys prior written consent:
(a)

use the name Singapore O&G, SOG or any colourable imitation thereof in connection with
any business; and

(b)

use any trade mark of any Group Company in connection with any business.

The Executive also agrees with the Company that he shall not during his employment and upon
the termination of his employment hereunder directly or indirectly, except with the Companys prior
written consent, disclose to any person, or himself use for any purpose, and shall use his best
endeavours to prevent the publication or disclosure of, and information concerning the business,
accounts or finances of any Group Company or any of its clients or customers transactions or
affairs, which may, or may have, come to his knowledge.
There are no existing or proposed service agreements entered or to be entered by our Directors
with our Company or any of our subsidiaries which provide for benefits upon termination of
employment.
Key Specialist Medical Practitioners
In addition to Dr. Lee Keen Whye, Dr. Beh Suan Tiong, and Dr. Heng Tung Lan, the Company has
also entered into a service agreement with Dr. Choo Wan Ling, a key specialist medical
practitioner of the Group.
Dr. Choo Wan Lings Service Agreement
Term of Employment
The employment of Dr. Choo Wan Ling is deemed to have commenced on 1 July 2013 and shall
continue for a term of five (5) years from the effective date being 1 January 2015 (the Term).
Upon the expiry of the Term, the employment may be renewed on such terms and conditions as
may be agreed between the Company and Dr. Choo Wan Ling.
Termination
The employment may be terminated without cause at any time by either party giving to the other
party six (6) months notice in writing, or in lieu of such notice, an amount equivalent to six (6)
months salary based on the last drawn salary of Dr. Choo Wan Ling.

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


The employment shall automatically be terminated forthwith without any notice or payment in lieu
of notice if:
(a)

Dr. Choo Wan Ling is convicted of any criminal offence (save for an offence under road traffic
legislation for which he is not sentenced to any term of immediate or suspended
imprisonment) and sentenced to any term of immediate or suspended imprisonment; or

(b)

Dr. Choo Wan Ling becomes prohibited from being a director or employee of the Company
by law or by order or directive from any regulatory body or government authority for any
reason whatsoever.

The Company may also terminate the employment of Dr. Choo Wan Ling forthwith without notice
or payment in lieu of notice if, in the reasonable opinion of the Board, she:
(a)

has materially or repeatedly breached or failed to comply with the terms of the service
agreement (including but not limited to her obligation to maintain the licenses and
qualifications required to carry on her medical practice);

(b)

is guilty of any gross or grave misconduct affecting or in relation to the business of the Group;

(c)

becomes bankrupt, make any composition or enter into a deed of arrangement with her
creditors generally;

(d)

becomes of unsound mind;

(e)

commits any criminal act relating to breach of trust, fraud or dishonesty;

(f)

commits any act that achieves general notoriety which discredits her to a degree which
materially reduces the value of her services to the Group or may discredit the Group through
association with her; or

(g)

is incompetent in the performance of her duties.

Remuneration
The Company shall, during the term of Dr. Choo Wan Lings employment, pay her:
(a)

a basic salary of S$540,000 per annum, payable in twelve (12) equal monthly instalments in
arrears; and

(b)

an annual incentive bonus calculated as follows:


Incentive bonus = (Actual NPAT Minimum NPAT) x 0.2
where:
Actual NPAT means the audited net profit after tax that is attributable to Dr. Choo Wan Ling
for the relevant financial year of the Company; and
Minimum NPAT means S$900,000,
provided that no incentive bonus shall be payable if the Actual NPAT is equal or less than the
Minimum NPAT.

The basic salary and the incentive bonus will not be adjusted during the term unless approved by
the Board (taking into account the recommendations of the Remuneration Committee).
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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


The Company shall reimburse Dr. Choo Wan Ling for all travelling and other out-of-pocket
expenses reasonably incurred by her in the process of discharging her duties hereunder upon Dr.
Choo Wan Ling providing the Company with such vouchers or other evidence of the payment of
such expenses as the Company may require.
Non-Competition
Dr. Choo Wan Ling shall not during the term of her employment and within a period of six (6)
months upon the termination thereof, in all territories where the Company or any of its subsidiaries
(each, a Group Company) operates directly or indirectly, except with the Companys prior
written consent:
(a)

either on her own account or for any other person directly or indirectly solicit, interfere with
or endeavour to entice away from any Group Company any person who to her knowledge is
now or has been a client, customer or employee of, or in the habit of dealing with, any Group
Company;

(b)

either alone or jointly with or as a manager, agent for or employee of any person, directly or
indirectly carry on or be engaged or concerned or interested in any business which shall be
in competition with the business carried on by any Group Company as at the date hereof or
as at the time of termination of her employment hereunder (as the case may be) (the
Relevant Business);

(c)

act as a director or otherwise of any other person, firm or company engaging directly or
indirectly in the Relevant Business which is in competition with the business of any Group
Company; and

(d)

cause or permit any person or entity directly or indirectly under her control or in which she
has any beneficial interests to do any of the foregoing acts or things.

Dr. Choo Wan Ling further agrees with the Company that she shall not during her employment and
upon the termination of her employment hereunder without limit in point of time, directly or
indirectly, except with the Companys prior written consent:
(a)

use the name Singapore O&G, SOG or any colourable imitation thereof in connection with
any business; and

(b)

use any trade mark of any Group Company in connection with any business.

Dr. Choo Wan Ling also agrees with the Company that she shall not during her employment and
upon the termination of her employment hereunder directly or indirectly, except with the
Companys prior written consent, disclose to any person, or himself use for any purpose, and shall
use her best endeavours to prevent the publication or disclosure of, and information concerning
the business, accounts or finances of any Group Company or any of its clients or customers
transactions or affairs, which may, or may have, come to her knowledge.

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


REMUNERATION OF DIRECTORS AND KEY EXECUTIVES
Directors and Executive Officers
The compensation paid to our Directors and our Executive Officers (including benefits-in-kind and
bonuses) for FY2013, FY2014 and the estimated compensation to be paid to our Directors and our
Executive Officers for FY2015 (on an aggregate basis and in remuneration bands) are as follows:
FY2013 (1)

FY2014 (1)

FY2015 (1)
(estimated)

Dr. Lee Keen Whye

Band B

Band C

Band B

Dr. Heng Tung Lan

Band E

Band E

Band E

Dr. Beh Suan Tiong

Band B

Band B

Band C

Mr. Christopher Chong Meng Tak

Mr. Chan Heng Toong

Mr. Chooi Yee-Choong

Dr. Ng Koon Keng

Band A

Band A

Band A

Mr. Eric Choo

Band A

Band A

Band A

Ms. Heng Tong Bwee

Band A

Band A

Band A

Name
Directors

Executive Officers

Note:
(1)

Band
Band
Band
Band
Band

A refers to remuneration from S$0 to S$250,000 per annum.


B refers to remuneration from S$250,001 to S$500,000 per annum.
C refers to remuneration from S$500,001 to S$750,000 per annum.
D refers to remuneration from S$750,001 to S$1,000,000 per annum.
E refers to remuneration from S$1,000,001 to S$1,250,000 per annum.

Save as disclosed under this section and the section titled Directors, Executive Officers and
Employees Service Agreements of this Offer Document, no compensation was paid or is to be
paid to any of our Directors or Executive Officers in FY2013 or FY2014, and no compensation is
expected to be paid to any of our Directors or Executive Officers in FY2015 pursuant to any bonus
or profit-sharing plan or any other profit-linked agreement or arrangement.
As at the date of this Offer Document, except pursuant to the SOG ESOS and SOG PSP, no
compensation has been paid or will be paid in the form of stock options or shares to any of our
Directors or Executive Officers.
As at the Latest Practicable Date, save as required for compliance with the applicable laws, we
have not set aside or accrued any amounts for our Directors and Executive Officers to provide for
pension, retirement or similar benefits.

153

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


Related Employees
As at the Latest Practicable Date, we have three (3) Employees who are related to our Directors,
Executive Officers and Substantial Shareholders, the details of which are as follows:
Name of Employee

Ms. Heng Siok Hong Veronica

Ms. Heng Tong Bwee

Mr. Lai Kangwei

Position

Relationship with our Directors,


Executive Officers and
Substantial Shareholders

Clinic Manager

Wife of Dr. Beh Suan Tiong


(our Executive Director and
Substantial Shareholder)

CAO

Sister of Dr. Heng Tung Lan


(our Executive Director and
Substantial Shareholder)

Operations Executive

Nephew of Dr. Heng Tung Lan


(our Executive Director and
Substantial Shareholder)
Son of Ms. Heng Tong Bwee
(our CAO)

The basis for determining the remuneration of related Employees is the same as the basis for
determining the remuneration of unrelated Employees.
The remuneration of Employees (including specialist medical practitioners) who are related to our
Directors, Executive Officers and Substantial Shareholders will be reviewed annually by the
Remuneration Committee to ensure that their remuneration package is in line with our employee
remuneration guidelines and commensurate with their job scope and level of responsibilities. Any
bonuses, pay increases and/or promotions for these related Employees will also be subject to the
review and approval of the Remuneration Committee. In addition, any new employment of related
Employees and the proposed terms of their employment will also be subject to the review of and
approval of the Nominating Committee. In the event that a member of the Remuneration
Committee or Nominating Committee is related to the Employee under review, he will abstain from
the review.
EMPLOYEES
As at the Latest Practicable Date, we employed a total workforce of 38 full-time Employees. The
number of temporary or part-time staff employed by our Group is insignificant. All our Employees
are based in Singapore.
All our Employees have entered into employment contracts with us. Our Employees are not
covered by any collective bargaining agreements and are not unionised. The number of full-time
Employees is not subject to any material fluctuation. The relationship and co-operation between
the management and staff have been good and are expected to continue to remain so in the
future. There has not been any incidence of any labour dispute that affected our operations during
the Relevant Period.

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES


A breakdown of the number of Employees of our Group by business functions is as follows:
As at
As at
As at
31 December 31 December 31 December
2012
2013
2014

As at the
Latest
Practicable
Date

O&G specialist medical


practitioners

General surgeon/specialist
medical practitioners

Medical support staff/nurse

12

15

19

22

Finance/Admin/Human
Resources

Management and operations

Total

19

23

37

38

155

SOG ESOS
On [] May 2015, our Shareholders approved a share option scheme known as the SOG
Employee Share Option Scheme (the SOG ESOS), the rules of which are set out in Appendix F
of this Offer Document. The SOG ESOS complies with the relevant rules as set out in Chapter 8
of the Listing Manual. The SOG ESOS will provide eligible participants with an opportunity to
participate in the equity of our Company and to motivate them towards better performance through
increased dedication and loyalty. The SOG ESOS, which forms an integral and important
component of a compensation plan, is designed to primarily reward and retain Executive
Directors, Non-executive Directors and Employees whose services are vital to our well-being and
success. As at the Latest Practicable Date, no Options have been granted under the SOG ESOS.
Objectives of the SOG ESOS
The objectives of the SOG ESOS are as follows:
(a)

to motivate participants to optimise their performance standards and efficiency and to


maintain a high level of contribution to our Group;

(b)

to retain key Employees and Directors whose contributions are essential to the long-term
growth and profitability of our Group;

(c)

instill loyalty to, and a stronger identification by participants with the long-term prosperity of,
our Group;

(d)

to attract potential Employees with relevant skills to contribute to our Group and to create
value for our Shareholders; and

(e)

to align the interests of participants with the interests of our Shareholders.

Summary of the SOG ESOS


A summary of the rules of the SOG ESOS is set out as follows:
1.

Participants
Under the rules of the SOG ESOS, Executive Directors and Employees of our Group and our
associated companies (Group Employees) and Non-executive Directors (including our
Independent Directors) of our Group, are eligible to participate in the SOG ESOS. For this
purpose, a company is our associated company if we and/or our subsidiaries hold at least
20% but not more than 50% of the issued shares in that company and provided our Company
has control (as defined in the Listing Manual) over the associated company.
Group Employees and Non-executive Directors (including our Independent Directors) of our
Group who are also Controlling Shareholders or Associates of such Controlling Shareholders
are also eligible to participate in the SOG ESOS, subject to independent approval for each
grant to such a person.
Successful applicants for the New Shares under the offering, by subscribing for such shares,
agree that the participation by our Group Employees and Non-executive Directors (including
our Independent Directors) of our Group, including those who are also Controlling
Shareholders or Associates of such Controlling Shareholders, shall not require
Shareholders approval.

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SOG ESOS
2.

Scheme administration
The SOG ESOS shall be administered by our Remuneration Committee, which has powers
to determine, inter alia, the following:
(a)

persons to be granted Options;

(b)

number of Options to be granted; and

(c)

recommendations for modifications to the SOG ESOS.

Our Remuneration Committee may consist of Directors (including Directors or persons who
may be participants of the SOG ESOS). A member of our Remuneration Committee who is
also a participant of the SOG ESOS must not be involved in its deliberation in respect of
Options granted or to be granted to him. Please refer to the section titled Corporate
Governance of this Offer Document.
3.

Size of the SOG ESOS


The aggregate number of shares over which our Remuneration Committee may grant
Options on any date, when added to the number of Shares issued and issuable or transferred
and to be transferred in respect of all Options granted under the SOG ESOS and the number
of Shares issued and issuable or transferred and to be transferred in respect of all Options
or awards granted under any other share Option schemes or share schemes of our
Company, shall not exceed 15% of the total number of issued Shares (excluding Shares held
by our Company as treasury shares) on the day immediately preceding the date on which an
offer to grant an Option is made.
Our Company believes that this 15% limit gives our Company sufficient flexibility to decide
the number of Option Shares to offer to its existing and new Employees. The number of
eligible participants is expected to grow over the years. Our Company, in line with its goals
of ensuring sustainable growth, is constantly reviewing its position and considering the
expansion of its talent pool which may involve employing new Employees. The employee
base, and thus the number of eligible participants, will increase as a result. If the number of
Options available under the SOG ESOS is limited, our Company may only be able to grant
a small number of Options to each eligible participant which may not be a sufficiently
attractive incentive. Our Company is of the opinion that it should have sufficient number of
Options to offer to new Employees as well as to existing ones. The number of Options offered
must also be significant enough to serve as a meaningful reward for contributions to our
Group. However, it does not necessarily mean that our Remuneration Committee will
definitely issue Option Shares up to the prescribed limit. Our Remuneration Committee shall
exercise its discretion in deciding the number of Option Shares to be granted to each
Employee, which will depend on the performance and value of the Employee to our Group.

4.

Maximum entitlements
The aggregate number of Shares comprised in any Options to be offered to a grantee shall
be determined at the absolute discretion of our Remuneration Committee, which shall take
into account (where applicable) criteria such as rank, past performance, years of service and
potential for future development of that grantee.

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SOG ESOS
5.

Options, exercise period and exercise price


The Options that are granted under the SOG ESOS may have exercise prices that are, at our
Remuneration Committees discretion, set at a price (the Market Price) equal to the
average of the last dealt prices for a Share on the Official List of the SGX-ST for the five (5)
consecutive market days immediately preceding the date on which an offer to grant an
Option is made or at a discount to the Market Price (subject to a maximum discount of 20%).
Options which are fixed at the Market Price (Market Price Option) may be exercised after
the first anniversary of the date on which an offer to grant that Option is made while Options
exercisable at a discount to the Market Price may be exercised after the second anniversary
from the date on which an offer to grant that Option is made (Incentive Option). Options
granted under the SOG ESOS will have a life span of up to ten (10) years.

6.

Grant of Options
Under the rules of the SOG ESOS, there are no fixed periods for the grant of Options. As
such, offers of the grant of Options may be made at any time from time to time at the
discretion of our Remuneration Committee. However, no Option shall be granted during the
period of 30 days immediately preceding the date of announcement of our Companys interim
or final results (as the case may be). In addition, in the event that an announcement on any
matter of an exceptional nature involving unpublished price sensitive information is
imminent, offers may only be made on or after the third market day from the date on which
the aforesaid announcement is made.

7.

Termination of Options
Special provisions in the rules of the SOG ESOS deal with the lapse or earlier exercise of
Options in circumstances which include the termination of the participants employment in
our Group, the bankruptcy of the participant, the death of the participant, a take-over of our
Company, and the winding-up of our Company.

8.

Acceptance of Options
The grant of Options shall be accepted within 30 days from the date of the offer. Offers of
Options made to grantees, if not accepted before the closing date, will lapse. Upon
acceptance of the offer, the grantee must pay our Company a consideration of S$1.00.

9.

Rights of shares arising


Subject to the prevailing legislation, our Company will deliver Shares to participants upon
exercise of their Options by way of either (i) an issue of new Shares; or (ii) a transfer of
Shares then held by our Company in treasury.
In determining whether to issue new Shares to participants upon exercise of their Options,
our Company will take into account factors such as (but not limited to) the number of Shares
to be delivered, the prevailing market price of the Shares and the cost to our Company of
issuing new Shares or delivering existing Shares.

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SOG ESOS
The financial effects of the above methods are discussed below.
Shares arising from the exercise of Options are subject to the provisions of the Memorandum
and Articles of our Company. Shares allotted and issued, and existing Shares procured by
our Company for transfer, upon the exercise of an Option shall rank pari passu in all respects
with the then existing issued Shares, save for any dividends, rights, allotments or
distributions, the record date (Record Date) for which is prior to the relevant exercise date
of the Option. Record Date means the date as at the close of business on which
Shareholders must be registered in order to participate in any dividends, rights, allotments
or other distributions (as the case may be).
10. Duration of the SOG ESOS
The SOG ESOS shall continue in operation for a maximum duration of ten (10) years and
may be continued for any further period thereafter with the approval of our Shareholders by
ordinary resolution in general meeting and of any relevant authorities which may then be
required.
11.

Abstention from voting


Shareholders who are eligible to participate in the SOG ESOS are to abstain from voting on
any Shareholders resolution relating to the SOG ESOS and should not accept nominations
as proxy or otherwise for voting unless specific instructions have been given in the proxy
form on how the vote is to be cast. In particular, all Shareholders who are eligible to
participate in the SOG ESOS shall abstain from voting on the following resolutions, where
applicable: (a) implementation of the SOG ESOS; (b) the maximum discount which may be
given in respect of any Option; and (c) grant of Options to Controlling Shareholders and their
Associates.

Grant of Options with a discounted exercise price


The ability to offer Options to participants of the SOG ESOS with exercise prices set at a discount
to the prevailing market prices of the Shares will operate as a means to recognise the performance
of participants as well as to motivate them to continue to excel while encouraging them to focus
more on improving the profitability and return of our Group above a certain level which will benefit
all Shareholders when these are eventually reflected through share price appreciation. The SOG
ESOS will also serve to recruit new group Employees whose contributions are important to the
long-term growth and profitability of our Group. Discounted Options would be perceived in a more
positive light by the participants, inspiring them to work hard and produce results in order to be
offered Options at a discount as only Employees who have made outstanding contributions to the
success and development of our Group would be granted Options at a discount.
At present, our Company foresees that Options may be granted with a discount principally in the
following circumstances:
(a)

Firstly, where it is considered more effective to reward and retain talented Employees by way
of a discounted price Option rather than a market price Option. This is to reward the
outstanding performers who have contributed significantly to our Groups performance and
the discounted price Option serves as additional incentives to such group Employees.
Options granted by our Company on the basis of market price may not be attractive and
realistic in the event of an overly buoyant market and inflated share prices. Hence, during
such period, the ability to offer such Options at a discount would allow our Company to grant

159

SOG ESOS
Options on a more realistic and economically feasible basis. Furthermore, options granted at
a discount will give an opportunity to group Employees to realise some tangible benefits even
if external events cause the share price to remain largely static.
(b)

Secondly, where it is more meaningful and attractive to acknowledge a participants


achievements through a discounted price Option rather than paying him a cash bonus. For
example, Options granted at a discount may be used to compensate Employees and to
motivate them during economic downturns when wages (including cash bonuses and annual
wage supplements) are frozen or cut, or they could be used to supplement cash rewards in
lieu of larger cash bonuses or annual wage supplements. Accordingly, it is possible that
merit-based cash bonuses or rewards may be combined with grants of market price Options
or discounted price Options, as part of eligible Employees compensation packages. The
SOG ESOS will provide group Employees with an incentive to focus more on improving the
profitability of our Group thereby enhancing Shareholder value when these are eventually
reflected through the price appreciation of the Shares after the vesting period.

(c)

Thirdly, where due to speculative forces and having regard to the historical performance of
the Share price, the market price of the Shares at the time of the grant of the Options may
not be reflective of financial performance indicators such as return on equity and/or earnings
growth.

Our Remuneration Committee will have the absolute discretion to grant Options where the
exercise price is discounted, to determine the level of discount (subject to a maximum discount of
20% of the Market Price) and the grantees to whom, and the Options to which, such discount in
the exercise price will apply provided that our Shareholders in general meeting shall have
authorised, in a separate resolution, the making of offers and grants of Options under the SOG
ESOS at a discount not exceeding the maximum discount as aforesaid.
In deciding whether to give a discount and the quantum of such discount (subject to the aforesaid
limit), our Remuneration Committee will have regard to the financial and other performance of our
Company and our Group, the years of service and individual performance of the grantee, the
contribution of the grantee to the success and development of our Group and the prevailing
market conditions.
Our Company may also grant Options without any discount to the market price. Additionally, our
Company may, if it deems fit, impose conditions on the exercise of the Options (whether such
Options are granted at the market price or at a discount to the market price), such as restricting
the number of Shares for which the Option may be exercised during the initial years following its
vesting.
Rationale for participation of Executive Directors and Employees of our associated
companies and Non-executive Directors (including our Independent Directors) of our
Group in the SOG ESOS
The extension of the SOG ESOS to Executive Directors and Employees of our associated
companies and Non-executive Directors (including our Independent Directors) of our Group
allows our Group to have a fair and equitable system to reward Directors and Employees who
have made and who continue to make significant contributions to the long-term growth of our
Group.

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SOG ESOS
We believe that the SOG ESOS will also enable us to attract, retain and provide incentives to its
participants to achieve higher standards of performance as well as encourage greater dedication
and loyalty by enabling our Company to give recognition to past contributions and services as well
as motivating participants generally to contribute towards the long-term growth of our Group.
Although the Non-executive Directors are not involved in the day-to-day running of our Groups
business, they nonetheless play an invaluable role in furthering the business interests of our
Group by contributing their experience and expertise. The participation by the Non-executive
Directors in the SOG ESOS will provide our Company with a further avenue to acknowledge and
recognise their services and contributions to our Group as it may not always be possible to
compensate them fully or appropriately by increasing the directors fees or other forms of cash
payment.
In order to minimise any potential conflicts of interest and not to compromise the independence
of the Non-executive Directors, our Company intends to grant only a nominal number of Options
under the SOG ESOS to such Non-executive Directors.
Rationale for participation of Controlling Shareholders and their Associates in the SOG
ESOS
Although the Controlling Shareholders and their Associates already have shareholding interests
in our Company, our Directors are of the view that they should be provided an opportunity to
participate in the SOG ESOS as they have contributed significantly to the growth and performance
of our Group, and the opportunity to participate therein will further motivate and encourage them
to continue expending great energies towards the success of our Group. Options, unlike cash
bonuses, will additionally encourage such Controlling Shareholders and their Associates to take
a long term view of our Group, and will motivate them towards improving the return on equity as
this will affect the amount of benefit that they will ultimately derive from their participation in the
SOG ESOS. It is in the long-term interests of our Company to ensure that these Controlling
Shareholders and their Associates who are actively contributing to our Group be incentivised to
remain in and contribute to the growth and development of our Group. Their continued contribution
will benefit the Group.
As at the Latest Practicable Date, our Executive Chairman, Dr. Lee Keen Whye, and our Executive
Director, Dr. Heng Tung Lan, are the only Controlling Shareholders of our Company. Our CAO, Ms.
Heng Tong Bwee, is the sister of Dr. Heng Tung Lan, and is an Associate of Dr. Heng Tung Lan.
Specific approval for Ms. Heng Tong Bwee has been sought and obtained for her participation in
the SOG ESOS at the EGM held on [] May 2015.
Ms. Heng Tong Bwee is the CAO of our Company, and oversees, maintains and enhances the
administrative structure of the Group, including the supervision and management of the staff of the
Group, and the planning and implantation of various administrative systems of the Group. She has
been with our Group since the incorporation of our Company.
Our Directors believe that Ms. Heng Tong Bwee has been pivotal to our Groups success, and that
there is substantial potential future contribution that may be made by her.
Currently, Dr. Heng Tung Lan and Dr. Lee Keen Whye will not be participating in the SOG ESOS.
Any participation by Dr. Heng Tung Lan, Dr. Lee Keen Whye and/or Ms. Heng Tong Bwee in the
SOG ESOS, and each grant thereunder, will require specific prior approval of independent
Shareholders in a general meeting by way of a separate resolution.
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SOG ESOS
Financial effects of the SOG ESOS
The SOG ESOS will increase our issued share capital to the extent of the new Shares that will be
issued and allotted pursuant to the exercise of Options. Under the Financial Reporting Standard
102 on Share-based Payment (FRS 102), the fair value of employee services received in
exchange for the grant of the Options would be recognised as an expense. For equity-settled
share-based payment transactions, the total amount to be expensed in the income statement over
the vesting period is determined by reference to the fair value of each Options granted at the grant
date and the number of Options vested by vesting date, with a corresponding increase in equity.
Before the end of the vesting period, at each balance sheet date, the entity revises its estimates
of the number of Options that are expected to vest by the vesting date and recognises the impact
of this revision in the income statement with a corresponding adjustment to equity. After the
vesting date, no adjustment to the income statement would be made. The proceeds net of any
directly attributable transaction costs are credited to the share capital when the Options are
exercised.
During the vesting period, the consolidated earnings per share would be reduced by both the
expenses recognised and the potential ordinary shares to be issued under the share Option
scheme. When the Options are exercised, the consolidated NTA will be increased by the amount
of cash received for exercise of the Options. On a per share basis, the effect is accretive if the
exercise price is above the net tangible assets per share but dilutive otherwise.
There will be no cash outlay expended by us at the time of grant of such Options as compared to
the payment of cash bonuses. However, as Shareholders may be aware, any Options granted to
subscribe for new shares (whether the exercise price is set at the market price of the shares at
the date of grant or otherwise) have a fair value at the time of grant. The fair value of an Option
is an estimate of the amount that a willing buyer would pay a willing seller for the Option on the
grant date. Options are granted to participants at a nominal consideration of S$1.00. Insofar as
such Options are granted at a consideration that is less than their fair value at the time of grant,
there will be a cost to our Company in that we will receive from the participant upon the grant of
the Option a consideration that is less than the fair value of the Option.
The following sets out the financial effects of the SOG ESOS.
(a)

Share capital
The SOG ESOS will result in an increase in our Companys issued share capital when new
Shares are issued to participants. The number of new Shares issued will depend on, inter
alia, the size of the Options granted under the SOG ESOS. Whether and when the Options
granted under the SOG ESOS will be exercised will depend on the exercise price of the
Options, when the Options will vest as well as the prevailing trading price of the Shares. In
any case, the SOG ESOS provides that the number of Shares to be issued or transferred
under the SOG ESOS, when aggregated with the aggregate number of Shares over which
Options or awards are granted under any other share Option schemes or share schemes of
our Company, will be subject to the maximum limit of 15% of our Companys total number of
issued Shares (excluding Shares held by our Company as treasury shares) from time to time.
If instead of issuing new Shares to participants, existing Shares are purchased for delivery
to participants, the SOG ESOS will have no impact on our Companys issued share capital.

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SOG ESOS
(b)

NTA
As described in paragraph (c) below on EPS, the grant of Options will be recognised as an
expense, the amount of which will be computed in accordance with FRS 102. When new
Shares are issued pursuant to the exercise of Options, there would be no effect on the NTA
due to the offsetting effect of expenses recognised and the increase in share capital.
However, if instead of issuing new Shares to participants, existing Shares are purchased for
delivery to participants, the NTA would be impacted by the cost of the Shares purchased.

(c)

EPS
Without taking into account earnings that may be derived by our Company from the use of
the proceeds from the issuance of Shares pursuant to the exercise of Options granted under
the SOG ESOS, any new Shares issued pursuant to any exercise of the Options will have a
dilutive impact on our Companys EPS.

(d)

Dilutive impact
The issuance of new Shares under the SOG ESOS will have a dilutive impact on our
consolidated EPS.

We have made an application to the SGX-ST for permission to deal in and for quotation of the
Option Shares which may be issued upon the exercise of the Options to be granted under the SOG
ESOS. The approval of the SGX-ST is not to be taken as an indication of the merits of our
Company, our subsidiaries, our Shares, the New Shares, the Option Shares or the Award Shares.

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SOG PSP
On [] May 2015, our Shareholders approved a share scheme known as the SOG performance
share plan (the SOG PSP), the rules of which are set out in Appendix G of this Offer Document.
The SOG PSP complies with the relevant rules as set out in Chapter 8 of the Listing Manual.
Rationale for the SOG PSP
Our Directors have implemented the SOG PSP to increase our Companys flexibility and
effectiveness in its continuing efforts to reward, retain and motivate Employees and Non-executive
Directors to achieve increased performance. Our Directors believe that, in addition to the SOG
ESOS, the plan will further strengthen our Companys competitiveness in attracting and retaining
superior local and foreign talent.
The SOG PSP allows our Company to target specific performance objectives and to provide an
incentive for participants to achieve these targets. Our Directors believe that the plan will provide
our Company with a flexible approach to provide performance incentives to our staff and
Non-executive Directors and, consequently, to improve performance and achieve sustainable
growth for our Company in the changing business environment, and to foster a greater ownership
culture amongst key senior management, senior executives and Non-executive Directors.
Operation of the SOG PSP
Awards granted under the SOG PSP will be principally performance-based, incorporating an
element of stretched targets for senior executives and significantly stretched targets for key senior
management and Non-executive Directors aimed at delivering long-term Shareholder value.
The SOG PSP uses methods fairly common among major local and multinational companies to
incentivise and motivate senior executives and key senior management to achieve predetermined
targets which create and enhance economic value for Shareholders. Our Company believes that
the SOG PSP will be an effective tool in motivating senior executives, key senior management and
Non-executive Directors to work towards stretched goals.
The SOG PSP contemplates the award of fully paid Shares, when and after pre-determined
performance or service conditions are accomplished.
A participants award under the SOG PSP will be determined at the sole discretion of our
Remuneration Committee. In considering an award to be granted to a participant who is an
Employee, our Remuneration Committee may take into account, inter alia, the participants
capability, creativity, entrepreneurship, innovativeness, scope of responsibility and skills set. In
considering an award to be granted to a participant who is a Non-executive Director, our
Remuneration Committee may take into account, inter alia, the services and contributions made
to the growth of our Group, attendance and participation in meetings and the years of service.
Awards granted under the SOG PSP are principally performance-based with performance targets
to be set over a performance period and may vary from one performance period to another
performance period and from one grant to another grant. Performance targets set by our
Remuneration Committee are intended to be based on medium-term corporate objectives
covering market competitiveness, quality of returns, business growth and productivity growth.
Such performance targets and performance periods will be set according to the specific roles of
each participant, and may differ from participant to participant. The performance targets are
stretched targets aimed at sustaining long-term growth. These targets will be tied in with our
Companys corporate key performance indicators.

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SOG PSP
Currently, it is envisaged that only key Executive Directors and Executive Officers may be granted
awards under the SOG PSP which will have certain of their performance targets that are market
conditions, such as performance of our Companys share price during the performance period.
This is because key Executive Directors and Executive Officers are responsible in formulating,
driving and executing our Groups strategy which is one of the factors affecting a companys
market valuation.
Examples of non-market performance targets which may be included as a performance target for
a grant of award include, inter alia, profitability of a particular construction project of our Group,
safety record of a construction project of our Group and completion of construction projects in
accordance with the project schedule.
Under the SOG PSP, participants are encouraged to continue serving our Group beyond the
achievement date of the pre-determined performance targets. Our Remuneration Committee has
the discretion to impose a further vesting period after the performance period to encourage the
participant to continue serving our Group for a further period of time.
Maximum Limits on Shares
In order to reduce the dilutive impact of the SOG PSP, the maximum number of Shares issuable
or to be transferred by our Company under the SOG PSP, when aggregated with the aggregate
number of Shares over which Options or awards are granted under any other share option
schemes or share schemes of our Company, will be 15% of our Companys total number of issued
Shares (excluding Shares held by our Company as treasury shares) from time to time.
Summary of the SOG PSP
A summary of the rules of the SOG PSP is set out as follows:
1.

Eligibility
Executive Directors and Employees of our Group and our associated companies who have
attained the age of twenty-one (21) years and hold such rank as may be designated by our
Remuneration Committee from time to time, and Non-executive Directors (including our
Independent Directors) of our Group, shall be eligible to participate in the SOG PSP. For this
purpose, a company is our associated company if we and/or our subsidiaries hold at least
20% but not more than 50% of the issued shares in that company and provided our Company
has control (as defined in the Listing Manual) over the associated company.
Controlling Shareholders of our Company or Associates of such Controlling Shareholders are
also eligible to participate in the SOG PSP, subject to independent approval for each grant
to such a person.
Successful applicants for the New Shares under the offering, by subscribing for such shares,
agree that the participation by Controlling Shareholders of our Company or Associates of
such Controlling Shareholders, shall not require Shareholders approval.

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SOG PSP
2.

Awards
Awards represent the right of a participant to receive fully paid Shares free of charge,
provided that certain prescribed performance targets (if any) are met and upon expiry of the
prescribed performance period.
Shares which are allotted and issued or transferred to a participant pursuant to the release
of an award shall not be transferred, charged, assigned, pledged or otherwise disposed of,
in whole or in part, during a specified period (as prescribed by our Remuneration Committee
in the award letter), except to the extent approved by our Remuneration Committee.

3.

Participants
The selection of a participant and the number of Shares which are the subject of each award
to be granted to a participant in accordance with the SOG PSP shall be determined at the
absolute discretion of our Remuneration Committee, which shall take into account criteria
such as his rank, job performance, creativity, innovativeness, entrepreneurship, years of
service and potential for future development, his contribution to the success and
development of our Group and, if applicable, the extent of effort and resourcefulness
required to achieve the performance target(s) within the performance period.

4.

Details of Awards
Our Remuneration Committee shall decide, in relation to each award to be granted to a
participant:
(a)

the date on which the award is to be granted;

(b)

the number of Shares which are the subject of the award;

(c)

the performance target(s) and the performance period during which such performance
target(s) are to be satisfied, if any;

(d)

the extent to which Shares, which are the subject of that award, shall be released on
each prescribed performance target(s) being satisfied (whether fully or partially) or
exceeded or not being satisfied, as the case may be, at the end of the performance
period; and

(e)

any other condition which our Remuneration Committee may determine in relation to
that award.

Our Remuneration Committee may consist of Directors (including Directors or persons who
may be participants of the SOG PSP). A member of our Remuneration Committee who is also
a participant of the SOG PSP must not be involved in its deliberation in respect of awards
granted or to be granted to him.

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SOG PSP
5.

Timing
While our Remuneration Committee has the discretion to grant awards at any time in the
year, it is currently anticipated that awards would in general be made once a year. An award
letter confirming the award and specifying, inter alia, the number of Shares which are the
subject of the award, the prescribed performance target(s), the performance period during
which the prescribed performance target(s) are to be attained or fulfilled and the schedule
setting out the extent to which Shares will be released on satisfaction of the prescribed
performance target(s), will be sent to each participant as soon as reasonably practicable
after the making of an award.

6.

Events Prior to Vesting


Special provisions for the vesting and lapsing of awards apply in certain circumstances
including the following:
(a)

the misconduct on the part of a participant as determined by our Remuneration


Committee in its discretion;

(b)

the participant ceasing to be in the employment of our Group for any reason whatsoever
(other than as specified in paragraph (e) below);

(c)

an order being made or a resolution passed for the winding-up of our Company on the
basis, or by reason, of its insolvency;

(d)

the bankruptcy of a participant or the happening of any other event which results in his
being deprived of the legal or beneficial ownership of the award;

(e)

the participant ceases to be in the employment of our Group by reason of:


(1)

ill health, injury or disability (in each case, evidenced to the satisfaction of our
Remuneration Committee);

(2)

redundancy;

(3)

retirement at or after the legal retirement age;

(4)

retirement before the legal retirement age with the consent of our Remuneration
Committee;

(5)

the company by which he is employed or to which he is seconded, as the case may


be, ceasing to be a company within our Group, or the undertaking or part of the
undertaking of such company being transferred otherwise than to another
company within our Group, as the case may be;

(6)

any other event approved by our Remuneration Committee;

(f)

any other event approved by our Remuneration Committee; or

(g)

a take-over, reconstruction or amalgamation of our Company or an order being made or


a resolution passed for the winding-up of our Company (other than as provided in
paragraph (c) above or for amalgamation or reconstruction).
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SOG PSP
Upon the occurrence of any of the events specified in paragraphs (a), (b) and (c), an award
then held by a participant shall, subject as provided in the rules of the SOG PSP and to the
extent not yet released, immediately lapse without any claim whatsoever against our
Company.
Upon the occurrence of any of the events specified in paragraphs (d), (e) and (f) above, our
Remuneration Committee may, in its absolute discretion, preserve all or any part of any
award and decide either to vest some or all of the Shares which are the subject of the award
or to preserve all or part of any award until the end of the relevant performance period. In
exercising its discretion, our Remuneration Committee will have regard to all circumstances
on a case-by-case basis, including (but not limited to) the contributions made by that
participant and, in the case of performance-related awards, the extent to which the
applicable performance conditions and targets have been satisfied.
Upon the occurrence of the events specified in paragraph (g) above, our Remuneration
Committee will consider, at its discretion, whether or not to release any award, and will take
into account all circumstances on a case-by-case basis, including (but not limited to) the
contributions made by that participant. If our Remuneration Committee decides to release
any award, then in determining the number of Shares to be vested in respect of such award,
our Remuneration Committee will have regard to the proportion of the performance period
which has elapsed and the extent to which the applicable performance conditions and targets
have been satisfied.
7.

Size and Duration of the SOG PSP


The total number of Shares which may be issued or transferred pursuant to awards granted
under the SOG PSP, when aggregated with the aggregate number of Shares over which
options are granted under any other share option schemes of our Company, shall not exceed
15% of the total number issued Shares (excluding Shares held by our Company as treasury
shares) from time to time.
The SOG PSP shall continue in force at the discretion of our Remuneration Committee,
subject to a maximum period of ten (10) years commencing on the date on which the SOG
PSP is adopted by our Company in general meeting, provided always that the SOG PSP may
continue beyond the above stipulated period with the approval of Shareholders in general
meeting and of any relevant authorities which may then be required.
Notwithstanding the expiry or termination of the SOG PSP, any awards made to participants
prior to such expiry or termination will continue to remain valid.

8.

Operation of the SOG PSP


Subject to the prevailing legislation, our Company will deliver Shares to participants upon
vesting of their awards by way of either (i) an issue of new Shares; or (ii) a transfer of Shares
then held by our Company in treasury.
In determining whether to issue new Shares to participants upon vesting of their awards, our
Company will take into account factors such as (but not limited to) the number of Shares to
be delivered, the prevailing market price of the Shares and the cost to our Company of
issuing new Shares or delivering existing Shares.

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SOG PSP
The financial effects of the above methods are discussed below.
New Shares allotted and issued and existing Shares procured by our Company for transfer
on the release of an award shall be eligible for all entitlements, including dividends or other
distributions declared or recommended in respect of the then existing Shares, the record
date for which is on or after the relevant date of issue or, as the case may be, delivery, and
shall in all other respects rank pari passu with other existing Shares then in issue.
Our Remuneration Committee shall have the discretion to determine whether the
performance condition has been satisfied (whether fully or partially) or exceeded and in
making any such determination, our Remuneration Committee shall have the right to make
computational adjustments to the audited results of our Company or our Group, to take into
account such factors as our Remuneration Committee may determine to be relevant, such as
changes in accounting methods, taxes and extraordinary events, and further, the right to
amend the performance target(s) if our Remuneration Committee decides that a changed
performance target would be a fairer measure of performance.
9.

Abstention from voting


Shareholders who are eligible to participate in the SOG PSP are to abstain from voting on
any Shareholders resolution relating to the SOG PSP and should not accept nominations as
proxy or otherwise for voting unless specific instructions have been given in the proxy form
on how the vote is to be cast. In particular, all Shareholders who are eligible to participate
in the SOG PSP shall abstain from voting on the following resolutions, where applicable: (a)
implementation of the SOG PSP; and (b) grant of awards to Controlling Shareholders and
their Associates.

Adjustments and Alterations under the SOG PSP


The following describes the adjustment events under, and provisions relating to alterations of, the
SOG PSP.
1.

Adjustment events
If a variation in the issued ordinary share capital of our Company (whether by way of a
capitalisation of profits or reserves or rights issue, reduction, subdivision, consolidation or
distribution, or otherwise) shall take place, then:
(a)

the class and/or number of Shares which are the subject of an award to the extent not
yet vested; and/or

(b)

the class and/or number of Shares over which future awards may be granted under the
SOG PSP,

shall be adjusted in such manner as our Remuneration Committee may determine to be


appropriate, provided that no adjustment shall be made if as a result, the participant receives
a benefit that a Shareholder does not receive.
The issue of securities as consideration for an acquisition or a private placement of securities
or the cancellation of issued Shares purchased or acquired by our Company by way of a
market purchase of such Shares undertaken by our Company on the SGX-ST during the

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SOG PSP
period when a share purchase mandate granted by Shareholders (including any renewal of
such mandate) is in force shall not normally be regarded as a circumstance requiring
adjustment, unless our Remuneration Committee considers an adjustment to be appropriate.
Any adjustment (except in relation to a capitalisation issue) must be confirmed in writing by
our Companys auditors (acting only as experts and not as arbitrators) to be, in their opinion,
fair and reasonable.
2.

Modifications or alterations to the SOG PSP


The SOG PSP may be modified and/or altered from time to time by a resolution of our
Remuneration Committee subject to the prior approval of the SGX-ST and such other
regulatory authorities as may be necessary.
However, no modification or alteration shall adversely affect the rights attached to awards
granted prior to such modification or alteration except with the written consent of such
number of participants under the SOG PSP who, if their awards were released to them, would
thereby become entitled to not less than three-quarters in number of all the Shares which
would be issued or transferred in full of all outstanding awards under the SOG PSP.
No alteration shall be made to particular rules of the SOG PSP to the advantage of the
holders of the awards except with the prior approval of Shareholders in general meeting.

Rationale for participation of Executive Directors and Employees of our associated


companies and Non-executive Directors (including our Independent Directors) of our
Group in the SOG PSP
The extension of the SOG PSP to Executive Directors and Employees of our associated
companies and Non-executive Directors (including our Independent Directors) of our Group
allows our Group to have a fair and equitable system to reward Directors and Employees who
have made and who continue to make significant contributions to the long-term growth of our
Group.
We believe that the SOG PSP will also enable us to attract, retain and provide incentives to its
participants to achieve higher standards of performance as well as encourage greater dedication
and loyalty by enabling our Company to give recognition to past contributions and services as well
as motivating participants generally to contribute towards the long-term growth of our Group.
Although the Non-executive Directors are not involved in the day-to-day running of our Groups
business, they, nonetheless, play an invaluable role in furthering the business interests of our
Group by contributing their experience and expertise. The participation by the Non-executive
Directors in the SOG PSP will provide our Company with a further avenue to acknowledge and
recognise their services and contributions to our Group as it may not always be possible to
compensate them fully or appropriately by increasing the directors fees or other forms of cash
payment.
In order to minimise any potential conflicts of interest and not to compromise the independence
of the Non-executive Directors, our Company intends to grant only a nominal number of options
under the SOG PSP to such Non-executive Directors.

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SOG PSP
Rationale for participation of Controlling Shareholders and their Associates in the SOG
PSP
Although the Controlling Shareholders and their Associates already have shareholding interests
in our Company, our Directors are of the view that they should be provided an opportunity to
participate in the SOG PSP as they have contributed significantly to the growth and performance
of our Group, and the opportunity to participate therein will further motivate and encourage them
to continue expending great energies towards the success of our Group. Awards will additionally
encourage such Controlling Shareholders and their Associates to achieve performance targets as
this will affect the amount of benefit that they will ultimately derive from their participation in the
SOG PSP. It is in the long-term interests of our Company to ensure that these Controlling
Shareholders and their Associates who are actively contributing to our Group be incentivised to
remain in and contribute to the growth and development of our Group. Their continued contribution
will benefit the Group.
As at the Latest Practicable Date, our Executive Chairman, Dr. Lee Keen Whye, and our Executive
Director, Dr. Heng Tung Lan, are the only Controlling Shareholders of our Company. Our CAO, Ms.
Heng Tong Bwee, is the sister of Dr. Heng Tung Lan, and is an Associate of Dr. Heng Tung Lan.
Specific approval for Ms. Heng Tong Bwee has been sought and obtained for her participation in
the SOG PSP at the EGM held on [] May 2015.
Ms. Heng Tong Bwee is the CAO of our Company, and oversees, maintains and enhances the
administrative structure of the Group, including the supervision and management of the staff of the
Group, and the planning and implantation of various administrative systems of the Group. She has
been with our Group since the incorporation of our Company.
Our Directors believe that Ms. Heng Tong Bwee has been pivotal to our Groups success, and that
there is substantial potential future contribution that may be made by her.
Currently, Dr. Heng Tung Lan and Dr. Lee Keen Whye will not be participating in the SOG PSP.
Any participation by Dr. Heng Tung Lan, Dr. Lee Keen Whye and/or Ms. Heng Tong Bwee in the
SOG PSP, and each grant thereunder, will require specific prior approval of independent
Shareholders in a general meeting by way of a separate resolution.
Financial effects of the SOG PSP
The SOG PSP is considered a share-based payment that falls under FRS 102 where participants
will receive Shares and the awards would be accounted for as equity-settled share-based
transactions, as described in the following paragraphs.
The fair value of employee services received in exchange for the grant of the awards would be
recognised as a charge to the income statement over the period between the grant date and the
vesting date of an award. The fair value per share of the awards granted will be determined using
an option pricing model. The significant inputs into the option pricing model will include, inter alia,
the share price as at the date of grant of the award, the risk free interest rate, the vesting period,
volatility of the share and dividend yield. The total amount of the charge over the vesting period
is determined by reference to the fair value of each award granted at the grant date and the
number of Shares vested at the vesting date, with a corresponding credit to the reserve account.
Before the end of the vesting period, at each accounting year end, the estimate of the number of

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SOG PSP
awards that are expected to vest by the vesting date is revised, and the impact of the revised
estimate is recognised in the income statement with a corresponding adjustment to the reserve
account. After the vesting date, no adjustment to the charge to the income statement is made.
The amount charged to the income statement also depends on whether or not the performance
target attached to an award is measured by reference to the market price of the Shares. This is
known as a market condition. If the performance target is a market condition, the probability of the
performance target being met is taken into account in estimating the fair value of the award
granted at the grant date, and no adjustments to the amounts charged to the income statement
are made whether or not the market condition is met. However, if the performance target is not a
market condition, the fair value per share of the awards granted at the grant date is used to
compute the amount to be charged to the income statement at each accounting date, based on
an assessment by our Financial Controller at that date of whether the non-market conditions
would be met to enable the awards to vest. Thus, where the vesting conditions do not include a
market condition, there would be no cumulative charge to the income statement if the awards do
not ultimately vest.
The following sets out the financial effects of the SOG PSP.
(a)

Share capital
The SOG PSP will result in an increase in our Companys issued share capital when new
Shares are issued to participants. The number of new Shares issued will depend on, inter
alia, the size of the awards granted under the SOG PSP. In any case, the SOG PSP provides
that the number of Shares to be issued or transferred under the SOG PSP, when aggregated
with the aggregate number of Shares over which options are granted under any other share
option schemes of our Company, will be subject to the maximum limit of 15% of our
Companys total number of issued Shares (excluding Shares held by our Company as
treasury shares) from time to time. If instead of issuing new Shares to participants, existing
Shares are purchased for delivery to participants, the SOG PSP will have no impact on our
Companys issued share capital.

(b)

NTA
As described in paragraph (c) below on EPS, the SOG PSP is likely to result in a charge to
our Companys income statement over the period from the grant date to the vesting date of
the awards. The amount of the charge will be computed in accordance with FRS 102. When
new Shares are issued under the SOG PSP, there would be no effect on the NTA due to the
offsetting effect of expenses recognised and the increase in share capital. However, if
instead of issuing new Shares to participants, existing Shares are purchased for delivery to
participants, the NTA would be impacted by the cost of the Shares purchased. It should be
noted that the delivery of Shares to participants under the SOG PSP will generally be
contingent upon the eligible participants meeting prescribed performance targets and
conditions.

(c)

EPS
The SOG PSP is likely to result in a charge to earnings over the period from the grant date
to the vesting date, computed in accordance with FRS 102.

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SOG PSP
It should again be noted that the delivery of Shares to participants of the SOG PSP will
generally be contingent upon the participants meeting the prescribed performance targets
and conditions.
(d)

Dilutive impact
The issuance of new Shares under the SOG PSP will have a dilutive impact on our
consolidated EPS.

We have made an application to the SGX-ST for permission to deal in and for quotation of the
Award Shares which may be issued upon the release of the share awards to be granted under the
SOG PSP. The approval of the SGX-ST is not to be taken as an indication of the merits of our
Company, our subsidiaries, our Shares, the New Shares, the Option Shares or the Award Shares.
Disclosures in Annual Reports
Our Company will make such disclosures in our annual report for so long as the SOG ESOS or
SOG PSP continues in operation as from time to time required by the Listing Manual including the
following (where applicable):
(a)

the names of the members of our Remuneration Committee administering the SOG ESOS
and SOG PSP;

(b)

in respect of the following participants of the SOG ESOS and SOG PSP:
(i)

Directors of our Company;

(ii)

Controlling Shareholders of our Company and their Associates; and

(iii) participants (other than those in paragraph (i) and (ii) above) who have received Shares
pursuant to the exercise of options under the SOG ESOS and release of awards granted
under the SOG PSP which, in aggregate, represent 5% or more of the aggregate of the
total number of Shares available under the SOG ESOS or SOG PSP,
the following information:
(1)

in the case of the SOG ESOS, the information required in the table below; and
Name of
participant

(2)

Options granted
during financial
year under review
(including terms)

Aggregate
options granted
since
commencement
of the SOG
ESOS to end of
financial year
under review

Aggregate
options
exercised since
commencement
of the SOG
ESOS to end of
financial year
under review

Aggregate
options
outstanding as
at end of
financial year
under review

in the case of the SOG PSP, the name of the participant and the number of new Shares
issued and the number of existing Shares transferred to such participant during the
financial year under review;

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SOG PSP
(c)

(d)

in respect of the SOG ESOS, the number and proportion of options granted at the following
discounts to the market price in the financial year under review:
(i)

options granted at up to 10% discount;

(ii)

options granted at between 10% but not more than 20% discount; and

in respect of the SOG PSP, the following information:


(i)

the aggregate number of Shares comprised in awards granted since


commencement of the SOG PSP to the end of the financial year under review;

the

(ii)

the aggregate number of Shares comprised in awards which have vested during the
financial year under review and in respect of such awards, the proportion of new Shares
issued and existing Shares transferred (and where existing Shares were purchased for
delivery, the range of prices at which such Shares were purchased) upon the release of
the vested awards; and

(iii) the aggregate number of Shares comprised in awards which have not been released as
at the end of the financial year under review.

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CORPORATE GOVERNANCE
The Directors recognise the importance of corporate governance and the offering of high
standards of accountability to our Shareholders.
Our Board has formed three (3) committees: (i) the Nominating Committee; (ii) the Remuneration
Committee; and (iii) the Audit Committee. In addition, we have appointed Mr. Christopher Chong
Meng Tak as our Lead Independent Director. As Lead Independent Director, he is the contact
person for Shareholders in situations where there are concerns or issues which communication
with our Executive Chairman, CEO, and/or FC has failed to resolve or where such communication
is inappropriate.
Nominating Committee
Our Nominating Committee comprises Mr. Chan Heng Toong, Mr. Chooi Yee-Choong and Mr.
Christopher Chong Meng Tak. The Chairman of the Nominating Committee is Mr. Chan Heng
Toong.
Our Nominating Committee will be responsible for:
(a)

reviewing and recommending the nomination or re-nomination of our Directors having regard
to our Directors contribution and performance;

(b)

determining on an annual basis whether or not a Director is independent;

(c)

in respect of a Director who has multiple board representations on various companies, to


review and decide whether or not such Director is able to and has been adequately carrying
out his duties as Director, having regard to the competing time commitments that are faced
by the Director when serving on multiple boards;

(d)

deciding whether or not a Director is able to and has been adequately carrying out his duties
as a director; and

(e)

reviewing and approving any new employment of related persons and the proposed terms of
their employment.

The Nominating Committee will decide how our Boards performance is to be evaluated and
propose objective performance criteria, subject to the approval of our Board, which addresses
how our Board has enhanced long-term Shareholders value. Our Board will also implement a
process to be carried out by the Nominating Committee for assessing the effectiveness of our
Board as a whole and for assessing the contribution of each individual Director to the
effectiveness of our Board. Each member of the Nominating Committee shall abstain from voting
on any resolutions in respect of the assessment of his performance or re-nomination as Director.
Remuneration Committee
Our Remuneration Committee comprises Mr. Chan Heng Toong, Mr. Chooi Yee-Choong and Mr.
Christopher Chong Meng Tak. The Chairman of the Remuneration Committee is Mr. Christopher
Chong Meng Tak.
Our Remuneration Committee will recommend to our Board a framework of remuneration for our
Directors and Executive Officers, and determine specific remuneration packages for each
Executive Director. The recommendations of our Remuneration Committee should be submitted
for endorsement by the entire Board. All aspects of remuneration, including but not limited to
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CORPORATE GOVERNANCE
directors fees, salaries, allowances, bonuses and other benefits-in-kind shall be covered by our
Remuneration Committee. Each member of the Remuneration Committee shall abstain from
voting on any resolutions in respect of his remuneration package.
The remuneration of all the specialist medical practitioners and related Employees will be
reviewed annually by our Remuneration Committee to ensure that their remuneration packages
are in line with our staff remuneration guidelines and commensurate with their respective job
scopes and level of responsibilities. Any bonuses, pay increases and/or promotions for these
related Employees will also be subject to the review and approval of our Remuneration
Committee. In the event that a member of our Remuneration Committee is related to the Employee
under review, he will abstain from participating in the review.
Audit Committee
Our Audit Committee comprises Mr. Chan Heng Toong, Mr. Chooi Yee-Choong and Mr.
Christopher Chong Meng Tak. The Chairman of the Audit Committee is Mr. Christopher Chong
Meng Tak. Our Directors recognise the importance of corporate governance and the offering of
high standards of accountability to the Shareholders of our Company.
Our Audit Committee does not have any existing business or professional relationship of a
material nature with our Group, our Directors or Substantial Shareholders.
Our Audit Committee will assist our Board of Directors in discharging their responsibility to
safeguard our assets, maintain adequate accounting records and develop and maintain effective
systems of internal control, with the overall objective of ensuring that our management creates
and maintains an effective control environment in our Group.
Our Audit Committee will provide a channel of communication between our Board of Directors, our
management and our external auditors on matters relating to audit.
Our Audit Committee shall meet periodically to perform the following functions:
(a)

review with the external auditors the audit plans, their evaluation of the system of internal
controls, their audit report, their management letter and our managements response;

(b)

review with the internal auditors the internal audit plans and their evaluation of the adequacy
of our internal control and accounting system before submission of the results of such review
to our Board for approval prior to the incorporation of such results in our annual report (where
necessary);

(c)

review the internal control and procedures and ensure coordination between the external
auditors and our management, and review the assistance given by our management to the
external auditors, and discuss problems and concerns, if any, arising from the interim and
final audits, and any matters which the external auditors may wish to discuss (in the absence
of our management where necessary);

(d)

review the co-operation given by our Companys officers to external auditors;

(e)

review the half yearly and annual, and quarterly if applicable, financial statements and
results announcements before submission to our Board for approval, focusing in particular,
on changes in accounting policies and practices, major risk areas, significant adjustments
resulting from the audit, the going concern statement, compliance with accounting standards
as well as compliance with any stock exchange and statutory/regulatory requirements;
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CORPORATE GOVERNANCE
(f)

review and discuss with the external and internal auditors any suspected fraud or irregularity,
or suspected infringement of any relevant laws, rules or regulations, which has or is likely to
have a material impact on our Groups operating results or financial position, and our
managements response;

(g)

consider the appointment or re-appointment of the external auditors and matters relating to
resignation or dismissal of the external auditors;

(h)

review transactions falling within the scope of Chapter 9 and Chapter 10 of the Listing
Manual (if any);

(i)

review potential conflicts of interests (if any) and to set out a framework to resolve or mitigate
any potential conflicts of interest;

(j)

review the effectiveness and adequacy of our administrative, operating, internal accounting
and financial control procedures;

(k)

review our key financial risk areas, with a view to providing an independent oversight on our
Groups financial reporting, the outcome of such review to be disclosed in the annual reports
or if the findings are material, immediately announced via SGXNET;

(l)

undertake such other reviews and projects as may be requested by our Board and report to
our Board its findings from time to time on matters arising and requiring the attention of our
Audit Committee;

(m) generally to undertake such other functions and duties as may be required by statute or the
Listing Manual, and by such amendments made thereto from time to time;
(n)

review arrangements by which our staff may, in confidence, raise concerns about possible
improprieties in matters of financial reporting and to ensure that arrangements are in place
for the independent investigations of such matter and for appropriate follow-up; and

(o)

review our Groups compliance with such functions and duties as may be required under the
relevant statutes or the Listing Manual, including such amendments made thereto from time
to time.

Apart from the duties listed above, our Audit Committee shall commission and review the findings
of internal investigations into matters where there is any suspected fraud or irregularity, or failure
of internal controls or suspected infringement of any law, rule or regulation of the jurisdictions in
which our Group operates, which has or is likely to have a material impact on our Companys
operating results and/or financial position. In the event that a member of our Audit Committee is
interested in any matter being considered by our Audit Committee, he will abstain from reviewing
and deliberating on that particular transaction or voting on that particular resolution.
After our admission to Catalist, internal audit on the operational areas of our Group will continue
to be audited by our internal medical audit team of our Company and the internal audit of the
financial and compliance areas of our Group will continue to be conducted by third party internal
control advisors. The internal medical audit team and the appointed third party internal control
advisors shall report its audit findings directly to our Audit Committee. Such internal audit are likely
to continue, for monitoring reasons, even after the Audit Committee is satisfied that our Groups
internal controls are robust and effective enough to mitigate our Groups internal control
weaknesses (if any). Currently, our Board, with the concurrence of our Audit Committee, based on
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CORPORATE GOVERNANCE
the internal controls established and maintained by our Group, work performed by the internal and
external auditors, and reviews by our Board and our Audit Committee, is of the view that we have
adequate and effective risk management and internal control systems, including financial,
operational, compliance and informational technology controls. In the event and prior to the
decommissioning of such an internal audit, our Board is required to report to the SGX-ST and the
Sponsor, Issue Manager, Underwriter and Placement Agent on how the key internal control
weaknesses have been rectified, and the basis for the decision to decommission the internal
control audit. Thereafter, such audits may be initiated by the Audit Committee as and when it
deems fit to satisfy itself that our Groups internal controls remain robust and effective. Upon
completion of the internal control audit, appropriate disclosure must be made via SGXNET on any
material, price-sensitive internal control weaknesses and any follow-up actions to be taken by our
Board.
Our Audit Committee and the Sponsor, Issue Manager, Underwriter and Placement Agent have (a)
conducted an interview with Mr. Eric Choo, our FC; (b) considered his qualifications and past
working experience, which is set out in the section titled Directors, Executive Officers and
Employees Executive Officers of this Offer Document; and (c) not received negative feedback
from our Auditors and Reporting Accountants. As such, our Audit Committee and the Sponsor,
Issue Manager, Underwriter and Placement Agent are of the view that Mr. Eric Choo is suitable for
the position of FC of our Group.
Our Audit Committee has made all reasonable enquiries and to the best of their knowledge and
belief, nothing has come to the attention of the members of our Audit Committee to cause them
to believe that Mr. Eric Choo does not have the competence, character and integrity expected of
a FC of a listed issuer.
POLICIES
Our Board has put in place the following policies.
The SOG Values
The SOG Values are based upon a number of important principles and capture qualities that
each Employee is encouraged to embody as an essential part of our success:

Vision & Passion you need goals and you need to want to achieve them

Honour & Integrity the heart of our culture

Learning & Continual Improvement value add is key

Patient & Market focused delivering on promises

Giving something back to society this includes promoting ourselves and others as
sustainable businesses

It is a cornerstone of our ethos that our Group is a meritocracy, where all Employees are
recognised and rewarded on the basis of their performance, effort, contribution and achievements.
Our Group does not discriminate on the basis of gender, disability, genetics, nationality,
pregnancy, race, religion, sexuality or otherwise.

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CORPORATE GOVERNANCE
It is also a cornerstone of our ethos that our Group gives back something to the society in which
it operates and lives. This may be in the form of services, monies and ideas.
Last but not least, our Group believes that actions speak louder than words and to this end, our
Directors will start each financial year by formulating non-financial key performance indicators that
our Group will seek to meet.
SOG Code of Ethics
Our Group and our Board seek to conduct our business in an ethical manner and in compliance
with best practices. As a result, we have developed a code of ethics that we expect to continue
to refine with various stakeholders (the Code of Ethics). The underlying principle of the Code
of Ethics is that we expect our management and our staff to act with integrity towards those with
whom we have business dealings, to the people in the society where we do business and towards
each other. The Code of Ethics is over and above the SMC Ethical Code and is designed to cover
areas not covered by the SMC Ethical Code, especially in the business and finance dealings of
our Group. The Code of Ethics outlines how this principle is to be applied. Our systems and
processes are based on:

management and staff understanding that they are responsible and accountable for their own
actions;

dealing honestly towards our investors, patients and customers, subcontractors, suppliers
and other stakeholders, and not engaging in misleading or deceptive conduct;

treating all persons with dignity and in a manner that provides equal access and/or
opportunity to all and which prevents harassment or discrimination;

respecting and complying with all applicable laws, regulations and local customs relating to
behavioural and ethical practices, including consumer protection, trade practices, local
social norms and operational health & safety matters; and

where possible avoiding conflicts of interest and where not possible having adequate
disclosure and obtaining the required approvals.

Our Directors and Executive Officers shall:

ensure that the Group maximises Shareholders wealth in a:

law abiding;

socially acceptable;

environmentally sustainable; and

ethical and responsible manner;

provide Shareholders with adequate information through announcements and other


materials so that the Shareholders can exercise their voting rights in an informed and
responsible manner and in particular with respect to their appointment of Directors who have
the experience and the commitment to the Group and who can perform their functions in a
professional, ethical and responsible manner;

strive to find a fair balance between capital and labour, so that workers receive fair
compensation for their work; and
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CORPORATE GOVERNANCE

strive to find a fair balance between what is taken from the society and what is given back
to society, so the wider society benefits.

In the exercise of their respective functions, our Directors and Executive Officers shall:

view our Group from a medium and long-term perspective and not a short-term employment
or money making opportunity;

act in a professional, ethical and responsible manner and in particular, seek to avoid conflicts
of interest and where such conflicts are unavoidable, seek to resolve them in a transparent
manner and in favour of our Group;

comply and ensure compliance with all applicable laws, regulations and local customs
relating to behavioural and ethical practices, including consumer protection, trade practices,
local social norms and operational health and safety matters;

comply with accounting standards and establish effective internal and external controls;

comply and ensure compliance with our Groups Code of Ethics;

provide Shareholders with adequate information about the Group and promote Shareholders
participation and ensure that there are successors to continue the management of the Group;

to act responsibly and reasonably to customers, sub-contractors, suppliers and providers of


capital and wherever possible, to choose business relationships that further the objectives of
our Groups Code of Ethics;

to treat all persons, including Employees, fairly and with dignity and in a manner that
provides equal access and/or opportunity to all and which prevents harassment or
discrimination;

wherever possible to promote the interest of the society in which our Group operates; and

inform our Employees of their rights and responsibilities.

Our Employees should be aware of their rights and responsibilities and understand that they are
accountable for their actions.
Employee rights shall include:

being treated with dignity, respect and in a culturally appropriate manner;

being employed in an operationally safe environment;

not being discriminated against (whether because of gender, disability, genetics, nationality,
pregnancy, race, religion, sexuality or otherwise), harassed or being placed in a position of
abuse or violence;

being paid a fair remuneration for the job done or responsibility assumed; and

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CORPORATE GOVERNANCE

the right to communicate with our management in matters where they feel their rights have
been breached and the Lead Independent Director or the Chairman of the Audit Committee,
in private, where our Groups whistleblowing policy applies.

Employee responsibilities shall include:

abiding with all relevant laws and promoting the Code of Ethics of the Group;

not abusing or using our Groups assets and resources for their own benefit;

dealing fairly and honestly towards our Groups customers, subcontractors and suppliers,
and not engaging in misleading or deceptive conduct; and

treating all persons with dignity and respect.

In addition and complementary to our Code of Ethics, our Groups Medical Advisory Committee
assists the Board in setting medical and drug policies and procedures, and undertakes
performance and peer reviews of all medical professionals within the Group.
Risk Management Policy
Our Group shall proactively manage our:

financial risks by ensuring that we understand our investment risk profile, our cash flow
profile, our funding and debt profile and by spreading our risk such that there are no major
concentrations in either investment or debt;

policy risks by documenting, communicating and monitoring such policies; and

operational risks through its Medical Advisory Committee.

Our Board and our Audit Committee intend to monitor and oversee the management of our Group.
Legal and Compliance Risk
Due to the nature of our Groups business, our Group is required to comply with a myriad of
relevant legislations and regulations that include those of MOH, SMC, related professional
institutes and the SGX-ST. Our Groups business may be adversely affected if we breach any of
these regulations. Given the severe consequences of a breach, our Group has established a
Medical Advisory Committee to monitor and comply with the various applicable medical
regulations.
Dividend Risk
Our Group is committed to maintaining a high dividend. Our Group intends to proactively manage
this risk. This shall include managing our cash flow and debt levels and finding and maintaining
diverse funding lines. Our Group intends to minimise off balance sheet and contingent liabilities
and to only use sophisticated financial instruments selectively. Please refer to the section titled
Dividend Policy of this Offer Document.

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CORPORATE GOVERNANCE
Human Resource Risk
In order to deliver superior returns to Shareholders and members, our Group intends to invest in
human capital by recruiting and retaining Employees with the relevant expertise, skills and
professionalism. Our Group views a high turnover rate of valued Employees as detrimental and
disruptive and undermines the implementation of our Groups strategic business plans.
The Group shall adopt a human resource policy based on an integrated human capital strategy to
recruit, develop and motivate quality Employees. Our Group intends to use the SOG ESOS and
SOG PSP to recruit, retain and incentivise Employees. Our Group intends to develop a culture of
being both professional and fun to retain and motivate talents.
Interested Person Transaction Risk
The Board has established internal control procedures for interested person transactions. Please
refer to the section titled Interested Person Transactions Guidelines and Review Procedures for
Future Interested Person Transactions of this Offer Document.
Whistleblowing Policy
Our Group is committed to maintaining high standards of honesty, openness and accountability.
Our Group takes all malpractice very seriously, whether it is committed by an Employee, supplier,
customer, competitor or contractor. As Employees will usually be the first to know when someone
inside or connected with our Group is doing something illegal, dishonest or improper, our Group
has adopted a whistleblowing policy to alleviate any apprehension that Employees may feel about
voicing their concerns. Our Board believes that it is in the interest of our Group to have prompt
knowledge of such illegal, dishonest or improper activities.
As such, our Group has adopted a whistleblowing policy which will be disseminated to our
Employees, contractors, agents and consultants. Any information received will be examined
carefully and if it has merit will be acted on. The whistleblower can be assured that our Group
intends to protect our business and reputation.
Privacy Policy
In the course of our operations, our Group is required to collect and retain personal information
of our patients. In line with the Personal Data Protection Act 2012 (No. 26 of 2012) and the SMCs
Ethical Code and Ethical Guidelines, our Group respects the right to privacy of our patients and
has put in place a privacy policy to address how such information which can identify any individual
is treated. Such personal information will be used in providing our service, and may also be used
to improve our service and to notify individuals of opportunities which they may be interested in.
No personal information is provided to third parties except where necessary to our business
partners who assist us in the provision of our services to our patients.
BOARD PRACTICES
Our Directors are appointed by our Shareholders at a general meeting, and an election of
Directors takes place annually. One third (or the number nearest one third) of our Directors, are
required to retire from office at each annual general meeting. Further, all our Directors are
required to retire from office at least once every three (3) years. However, a retiring Director is
eligible for re-election at the meeting at which he retires. Further details on the appointment and
retirement of Directors can be found in the section titled Summary of Selected Articles of
Association of our Company as set out in Appendix D of this Offer Document.
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EXCHANGE CONTROLS
Currently, there are no Singapore governmental laws, decrees, regulations and other legislation
that may affect the following:
(a)

the import or export of capital, including the availability of cash and cash equivalents for use
by our Group; and

(b)

the remittance of dividends, interest or other payments to non-resident holders of our


Companys securities.

183

CLEARANCE AND SETTLEMENT


Upon listing and quotation on Catalist, our Shares will be traded under the book-entry settlement
system of CDP, and all dealings in and transactions of the Shares through Catalist will be effected
in accordance with the terms and conditions for the operation of Securities Accounts with CDP, as
amended from time to time.
Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on
behalf of persons who maintain, either directly or through depository agents, Securities Accounts
with CDP. Persons named as direct Securities Account holders and depository agents in the
depository register maintained by CDP, rather than CDP itself, will be treated, under our Articles
and the Companies Act, as members of our Company in respect of the number of Shares credited
to their respective Securities Accounts.
Persons holding the Shares in Securities Accounts with CDP may withdraw the number of Shares
they own from the book-entry settlement system in the form of physical share certificates. Such
share certificates will, however, not be valid for delivery pursuant to trades transacted on Catalist
although they will be prima facie evidence of title and may be transferred in accordance with our
Articles. A fee of S$10 for each withdrawal of 1,000 Shares or less and a fee of S$25 for each
withdrawal of more than 1,000 Shares is payable upon withdrawing the Shares from the
book-entry settlement system and obtaining physical share certificates. In addition, a fee of S$2
or such other amount as our Directors may decide, is payable to the share registrar for each share
certificate issued and a stamp duty of S$10 is also payable where our Shares are withdrawn in the
name of the person withdrawing our Shares or S$0.20 per S$100 or part thereof of the
last-transacted price where it is withdrawn in the name of a third party. Persons holding physical
share certificates who wish to trade on Catalist must deposit with CDP their share certificates
together with the duly executed and stamped instruments of transfer in favour of CDP, and have
their respective Securities Accounts credited with the number of Shares deposited before they can
effect the desired trades. A fee of S$10 is payable upon the deposit of each instrument of transfer
with CDP. The above fees may be subject to such changes as may be in accordance with CDPs
prevailing policies or the current tax policies that may be in force in Singapore from time to time.
Pursuant to announced rules effective from 2 May 2014, transfers and settlements pursuant to
on-exchange trades will be charged a fee of S$30 and transfers and settlements pursuant to
off-exchange trades will be charged a fee of 0.015% of the value of the transaction, subject to a
minimum of S$75.
Transactions in the Shares under the book-entry settlement system will be reflected by the sellers
Securities Account being debited with the number of Shares sold and the buyers Securities
Account being credited with the number of Shares acquired. No transfer of stamp duty is payable
for the Shares that are settled on a book-entry basis.
A Singapore clearing fee for trades in our Shares on Catalist is payable at the rate of 0.0325%.
The clearing fee, instrument of transfer deposit fee and share withdrawal fee may be subject to
GST at 7.0% (or such other rate prevailing from time to time).
Dealings of our Shares will be carried out in Singapore dollars and will be effected for settlement
on CDP on a scripless basis. Settlement of trades on a normal ready basis on Catalist generally
takes place on the third Market Day following the transaction date, and payment for the securities
is generally settled on the following business day. CDP holds securities on behalf of investors in
Securities Accounts. An investor may open a direct account with CDP or a sub-account with a CDP
agent. The CDP agent may be a member company of the SGX-ST, bank, merchant bank or trust
company.

184

GENERAL AND STATUTORY INFORMATION


INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS
Saved as disclosed below, none of our Directors, Executive Officers and Controlling
Shareholders:
(a)

has, at any time during the last ten (10) years, had an application or a petition under any
bankruptcy laws of any jurisdiction filed against him or against a partnership of which he was
a partner at the time when he was a partner or at any time within two (2) years from the date
he ceased to be a partner;

(b)

has, at any time during the last ten (10) years, had an application or a petition under any law
of any jurisdiction filed against an entity (not being a partnership) of which he was a director
or an equivalent person or a key executive, at the time when he was a director or an
equivalent person or a key executive of that entity or at any time within two (2) years from
the date he ceased to be a director or an equivalent person or a key executive of that entity,
for the winding up or dissolution of that entity or, where that entity is the trustee of a business
trust, that business trust, on the ground of insolvency;

(c)

has any unsatisfied judgement against him;

(d)

has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or
dishonesty which is punishable with imprisonment, or has been the subject of any criminal
proceedings (including any pending criminal proceedings of which he is aware) for such
purpose;

(e)

has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any
law or regulatory requirement that relates to the securities or futures industry in Singapore
or elsewhere, or has been the subject of any criminal proceedings (including any pending
criminal proceedings of which he is aware) for such breach;

(f)

has, at any time during the last ten (10) years, had judgement entered against him in any civil
proceedings in Singapore or elsewhere involving a breach of any law or regulatory
requirement that relates to the securities or futures industry in Singapore or elsewhere, or a
finding of fraud, misrepresentation or dishonesty on his part, nor has he been the subject of
any civil proceedings (including any pending civil proceedings of which he is aware) involving
an allegation of fraud, misrepresentation or dishonesty on his part;

(g)

has ever been convicted in Singapore or elsewhere of any offence in connection with the
formation or management of any entity or business trust;

(h)

has ever been disqualified from acting as a director or an equivalent person of any entity
(including the trustee of a business trust), or from taking part directly or indirectly in the
management of any entity or business trust;

(i)

has ever been the subject of any order, judgement or ruling of any court, tribunal or
governmental body permanently or temporarily enjoining him from engaging in any type of
business practice or activity;

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GENERAL AND STATUTORY INFORMATION


(j)

has ever, to his knowledge, been concerned with the management or conduct, in Singapore
or elsewhere, of affairs of:
(i)

any corporation which has been investigated for a breach of any law or regulatory
requirement governing corporations in Singapore or elsewhere;

(ii)

any entity (not being a corporation) which has been investigated for a breach of any law
or regulatory requirement governing such entities in Singapore or elsewhere;

(iii) any business trust which has been investigated for a breach of any law or regulatory
requirement governing business trusts in Singapore or elsewhere; or
(iv) any entity or business trust which has been investigated for a breach of any law or
regulatory requirement that relates to the securities or futures industry in Singapore or
elsewhere,
in connection with any matter occurring or arising during the period when he was so
concerned with the entity or business trust; or
(k)

has been the subject of any current or past investigation or disciplinary proceedings, or has
been reprimanded or issued any warning, by the Authority or any other regulatory authority,
exchange, professional body or governmental agency, whether in Singapore or elsewhere.

On or around 2003 and 2004, our Independent Director, Mr. Chan Heng Toong, assisted in
investigations conducted by the Authority in connection with a stop order on the proposed listing
of a company on the SGX-ST. Mr. Chan was not subject to any warnings or sanctions from the
Authority and he was not contacted thereafter by the Authority to assist in any further
investigations.
On or around 2005, our Independent Director, Mr. Chooi Yee-Choong, assisted in investigations
conducted by the Corrupt Practices Investigation Bureau (the CPIB) in connection with the
then-CEO of a freight forwarding and logistics company formerly listed on the SGX-ST. Mr. Chooi
also appeared as a witness for CPIB for the same investigation.
In 2012, Dr. Heng Tung Lan was fined S$1,000 in her capacity as a director of DMK Company Pte.
Ltd. (DMK) for the failure of DMK to file its accounts with ACRA. She is no longer a director of
DMK.
MEMORANDUM OF ASSOCIATION
The nature of our Companys business has been stated earlier in this Offer Document. Our objects
can be found in our Memorandum which is available for inspection at our registered office in
accordance with the section titled General and Statutory Information Documents Available for
Inspection of this Offer Document.
ARTICLES OF ASSOCIATION
An extract of our Articles relating to, inter alia, Directors powers to vote on contracts in which they
are interested, Directors remuneration, Directors borrowing powers, Directors retirement,
Directors share qualification, rights pertaining to shares, convening of general meetings and
alteration of capital are set out in the section titled Summary of Selected Articles of Association
of our Company in Appendix D of this Offer Document. The Articles of our Company are available
for inspection at our registered office in accordance with the section titled General and Statutory
Information Documents Available for Inspection of this Offer Document.
186

GENERAL AND STATUTORY INFORMATION


MATERIAL CONTRACTS
The following contracts, not being contracts entered into in the ordinary course of business, have
been entered into by our Company and our subsidiaries within the two (2) years preceding the
date of lodgement of this Offer Document and are or may be material:
(a)

the restructuring agreement dated 22 September 2013 entered into between our Company,
Dr. Lee Keen Whye and Dr. Heng Tung Lan relating to the acquisition of the entire issued and
paid-up share capital of K W Lee Clinic and Heng Clinic for Women;

(b)

the sale and purchase agreement dated 27 June 2013 and the supplemental agreements
dated 23 August 2013 and 1 January 2014, respectively, entered into between our Company,
Dr. Beh Suan Tiong and Ms. Heng Siok Hong Veronica relating to the acquisition of the entire
issued and paid-up share capital of Behs Clinic for Women and ST Surgery;

(c)

the sale and purchase agreement dated 27 June 2013 and the supplemental agreements
dated 23 August 2013 and 1 January 2014, respectively, entered into between our Company
and Dr. Choo Wan Ling relating to the acquisition of the entire issued and paid-up share
capital of Choo Wan Ling Womens Clinic;

(d)

the Sponsorship and Management Agreement; and

(e)

the Underwriting and Placement Agreement.

COMPLAINTS IN THE ORDINARY COURSE OF BUSINESS


In the ordinary course of business, our Group and our medical specialists may, from time to time,
receive verbal or written complaints from patients. These are not uncommon occurrences within
the medical industry. Any such complaints will be extensively reviewed and evaluated by our
Medical Advisory Committee, which comprises both medical and non-medical personnel, before
determining if, on its merits, any such complaint is likely to give rise to significant litigation or
disputes. The MAC has devised internal policies and procedures within the Group to deal with
such complaints. For more information on the Medical Advisory Committee, please see the section
titled General Information on Our Group Clinical Governance.
Recently, the Company was notified by the management of one of the hospitals at which it
operates that a patient had verbally expressed her dissatisfaction with the outcome of her surgery
and consultation with one of the Groups specialists. The MAC has reviewed and evaluated the
complaint and is of the view that the complaint is without justification or merit. Complaints received
by our Group will be reviewed by the MAC as appropriate and the necessary disclosures pursuant
to Rule 703 of the Listing Manual will be made at the relevant time, when such complaints are
considered to be significant litigation or significant disputes in accordance with the Corporate
Disclosure Policy at Appendix 7A of the Listing Manual.
More information on such risk factor and potential impact of such complaints on our business is
contained in the section titled Risk Factors We are subject to risks of complaints, claims and
regulatory actions arising from the provision of our healthcare services of this Offer Document.

187

GENERAL AND STATUTORY INFORMATION


LITIGATION
As at the Latest Practicable Date, neither our Company nor any of our subsidiaries is engaged in
any legal or arbitration proceedings as plaintiff or defendant including those which are pending or
known to be contemplated which may have or have had in the last twelve (12) months before the
date of lodgement of this Offer Document, a material effect on the financial position or the
profitability of our Company or any of our subsidiaries.
MISCELLANEOUS
The corporations which by virtue of Section 6 of the Companies Act are deemed to be related to
our Company are set out in the section titled Group Structure of this Offer Document.
No amount of cash or securities or benefit has been paid or given to any promoter within the two
(2) years preceding the Latest Practicable Date or is proposed or intended to be paid or given to
any promoter at any time.
Application monies received by our Company in respect of successful applications (including
successful applications which are subsequently rejected) will be placed in a separate non-interest
bearing account with Bank of East Asia Limited (the Receiving Bank). In the ordinary course of
business, the Receiving Bank will deploy these monies in the inter-bank money market. All profits
derived from the deployment of such monies will accrue to the Receiving Bank. Any refund of all
or part of the application monies to unsuccessful or partially successful applicants will be made
without interest or any share of revenue or other benefit arising therefrom.
Save as disclosed in this Offer Document, our Directors are not aware of any event which has
occurred since the end of FY2014 to the Latest Practicable Date which may have a material effect
on the financial position and results of our Group or the financial information provided in this Offer
Document.
Details, including the name, address and professional qualifications including membership in a
professional body of the auditors of our Company for the Period Under Review are as follows:
Name, professional
qualification and address
Foo Kon Tan LLP

Partner-in-charge
Robin Chin Sin Beng

Professional
qualification/body
A member of the Institute of
Singapore Chartered
Accountants

We currently have no intention of changing our auditors after the admission to, and listing of, our
Company on Catalist.
CONSENTS
The Auditors and Reporting Accountants, Foo Kon Tan LLP, has given and has not withdrawn its
written consent to the issue of this Offer Document with the inclusion herein of the Audited
Combined Financial Statements of Singapore O&G Ltd. and its Subsidiaries for the Financial
Years Ended 31 December 2012, 2013 and 2014 and the Unaudited Pro Forma Combined
Financial Information of Singapore O&G Ltd. and its Subsidiaries for the Financial Year Ended 31

188

GENERAL AND STATUTORY INFORMATION


December 2014 as set out in Appendices A and B, respectively, of this Offer Document and
references to its name, in the form and context in which they appear in this Offer Document and
to act in such capacity in relation to this Offer Document.
The Sponsor, Issue Manager, Underwriter and Placement Agent, has given and has not withdrawn
its written consent to the issue of this Offer Document with the inclusion herein of its name and
references thereto in the form and context in which it appears in this Offer Document and to act
in such capacity in relation to this Offer Document.
Each of the Legal Adviser to our Company on Singapore Law, the Legal Adviser to the Sponsor,
Issue Manager, Underwriter and Placement Agent on Singapore Law, the Share Registrar and
Share Transfer Office, the Principal Bankers and the Receiving Banker do not make, or purport to
make, any statement in this Offer Document or any statement upon which a statement in this Offer
Document is based and, to the maximum extent permitted by law, expressly disclaim and take no
responsibility for any liability to any persons which is based on, or arises out of, the statements,
information or opinions in this Offer Document.
RESPONSIBILITY STATEMENT BY OUR DIRECTORS
This Offer Document has been seen and approved by our Directors and they collectively and
individually accept full responsibility for the accuracy of the information given in this Offer
Document and confirm after making all reasonable enquiries, that to the best of their knowledge
and belief, this Offer Document constitutes full and true disclosure of all material facts about the
Invitation and our Group, and our Directors are not aware of any facts, the omission of which
would make any statement in this Offer Document misleading. Where information in this Offer
Document has been extracted from published or otherwise publicly available sources or obtained
from a named source, the sole responsibility of our Directors has been to ensure that such
information has been accurately and correctly extracted from those sources and/or reproduced in
this Offer Document in its proper form and context.
DOCUMENTS AVAILABLE FOR INSPECTION
The following documents or copies thereof may be inspected at our registered office during normal
business hours for a period of six (6) months from the date of registration of this Offer Document
by the SGX-ST acting as agent on behalf of the Authority:
(a)

the Memorandum and Articles of Association of our Company;

(b)

the Audited Combined Financial Statements of Singapore O&G Ltd. and its Subsidiaries for
the Financial Years ended 31 December 2012, 2013 and 2014 as set out in Appendix A of
this Offer Document;

(c)

the Unaudited Pro Forma Combined Financial Information of Singapore O&G Ltd. and its
Subsidiaries for the Financial Year ended 31 December 2014 as set out in Appendix B of this
Offer Document;

(d)

the letters of consent referred to in the section titled General and Statutory Information
Consents of this Offer Document;

(e)

the material contracts referred to in this Offer Document; and

(f)

the service agreements referred to in this Offer Document.


189

GENERAL AND STATUTORY INFORMATION


SOURCES
We have included the information from the ICA, the Singapore Department of Statistics, the MOH,
the National Population and Talent Division, the National Registry of Diseases Office and
SingaporeMedicine in their proper form and context in this Offer Document. None of the ICA, the
Singapore Department of Statistics, the MOH, the National Population and Talent Division, the
National Registry of Diseases Office and SingaporeMedicine has provided its consent, for the
purposes of Section 249 of the Securities and Futures Act, to the inclusion of the information cited
and attributed to it, in this Offer Document and is thereby not liable for such information under
Sections 253 and 254 of the Securities and Futures Act. While we and the Sponsor, Issue
Manager, Underwriter and Placement Agent have taken reasonable actions to ensure that the
relevant information from the relevant source has been reproduced in its proper form and context,
neither we, the Sponsor, Issue Manager, Underwriter and Placement Agent nor any other party
has conducted an independent review or verified the accuracy or completeness of the relevant
information.

190

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014

Audited Combined Financial Statements


Singapore O&G Ltd. and its subsidiaries
For the years ended 31 December 2012, 2013 and 2014

A-1

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
Contents
Page
Statement by directors

A-3

Independent auditors report

A-4

Combined statements of financial position

A-6

Combined statements of comprehensive income

A-7

Combined statements of changes in equity

A-8

Combined statements of cash flows

A-9

Notes to the combined financial statements

A-10

A-2

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
AUDITED COMBINED FINANCIAL STATEMENTS OF
SINGAPORE O&G LTD. AND ITS SUBSIDIARIES
FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
STATEMENT BY DIRECTORS
We, Dr Lee Keen Whye and Christopher Chong Meng Tak, being two of the directors of Singapore
O&G Ltd. (the Company), do hereby state that, in our opinion,
i.

the accompanying combined financial statements together with notes thereto are drawn up
so as to present fairly, in all material respects, the state of affairs of the Company and its
subsidiaries (collectively the Group) as at 31 December 2012, 2013 and 2014 and the
results of the business, changes in equity and cash flows of the Group for the financial years
then ended; 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 Lee Keen Whye


Director

Christopher Chong Meng Tak


Director
[o/s 2015]

A-3

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
INDEPENDENT REPORTING AUDITORS REPORT
ON THE COMBINED FINANCIAL STATEMENTS OF
SINGAPORE O&G LTD. AND ITS SUBSIDIARIES
FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
[o/s 2015]
The Board of Directors
Singapore O&G Ltd.
#01-80
34 Cassia Crescent
Singapore 390034
Dear Sirs:
Report on the Combined Financial Statements
We have audited the accompanying combined financial statements of Singapore O&G Ltd. (the
Company); formerly known as Singapore Medicine Specialists Pte. Ltd.) and its subsidiaries
(collectively, the Group), which comprise the combined statements of financial position as at 31
December 2012, 2013 and 2014 and the combined statements of comprehensive income,
combined statements of changes in equity and combined statements of cash flows for the financial
years then ended, and a summary of significant accounting policies and other explanatory
information.
Managements responsibility for the combined financial statements
Management is responsible for the preparation of financial statements that give a true and fair
view in accordance with the 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 combined 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 combined financial statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the combined financial statements. The procedures selected depend on the
auditors judgement, including the assessment of the risks of material misstatement of the
combined financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal control relevant to the entitys preparation of combined 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

A-4

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
entitys 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 combined financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
Opinion
In our opinion, the accompanying combined financial statements are properly drawn up in
accordance with Singapore Financial Reporting Standards to present fairly, in all material
respects, the state of affairs of the Group as at 31 December 2012, 2013 and 2014, and the
results, changes in equity and cash flows of the Group for the financial years then ended.
Other Matters
This report has been prepared solely for inclusion in the Offer Document of the Company in
connection with the initial public offering of ordinary shares of the Company on Catalist, the
sponsor-supervised listing platform of the Singapore Exchange Securities Trading Limited. We do
not assume responsibility to any other person for the content of this report.

Yours faithfully

Foo Kon Tan LLP


Public Accountants and
Chartered Accountants
Singapore

Robin Chin Sin Beng


Partner-in-charge

A-5

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
Combined Statements of Financial Position
As at 31 December 2012, 2013 and 2014

Note

2014

2013

2012

S$

S$

S$

ASSETS
Non-current assets
Goodwill

842,295

Plant and equipment

601,383

406,550

307,214

1,443,678

406,550

307,214

Current assets
Inventories

204,860

219,013

162,205

Trade and other receivables

1,931,484

1,391,702

803,039

Cash and cash equivalents

11,276,114

6,409,181

4,579,884

13,412,458

8,019,896

5,545,128

14,856,136

8,426,446

5,852,342

4,212,615

20

20

Total assets
EQUITY AND LIABILITIES
Capital and reserves
Share capital

10

Capital reserve

11

1,771,070

Merger reserve

12

(1,695,311)

1,266,790

1,266,790

7,567,685

5,494,635

3,601,003

11,856,059

6,761,445

4,867,813

Retained earnings
Total equity
Non-current liabilities
Deferred tax liabilities

14

12,696

7,249

20,855

Finance leases

15

54,000

12,696

7,249

74,855

1,749,551

777,781

448,118

36,000

279,076

308,340

9,969

958,754

571,631

415,587

2,987,381

1,657,752

909,674

3,000,077

1,665,001

984,529

14,856,136

8,426,446

5,852,342

Current liabilities
Trade and other payables
Finance leases
Deferred revenue

13.1
15
13.2

Current tax liabilities

Total liabilities
Total equity and liabilities

The annexed notes form an integral part of and


should be read in conjunction with these combined financial information.
A-6

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
Combined Statements of Comprehensive Income
For the financial years ended 31 December 2012, 2013 and 2014

Note

2014
S$

2013
S$

2012
S$

Revenue

16

13,546,906

8,641,700

8,116,481

Other operating income

17

145,563

66,545

144,365

Consumables and medical supplies used

18

(1,510,199)

(1,211,801)

(1,252,221)

Employee benefits expense

19

(4,835,122)

(2,763,173)

(2,663,830)

Depreciation of plant and equipment

(187,934)

(126,329)

(80,133)

Other operating expenses

20

(2,119,003)

(887,479)

(838,843)

Profit from operations

5,040,211

3,719,463

3,425,819

154

2,381

1,443

Finance expenses

(999)

(1,512)

Net finance (expense)/income

(845)

Finance income

Profit before income tax


Income tax expense

5,039,366
21

Profit for the year


Other comprehensive income, at nil tax
Total comprehensive income for the year

(791,316)

(907)

869

536

3,720,332

3,426,355

(600,177)

(425,730)

4,248,050

3,120,155

3,000,625

4,248,050

3,120,155

3,000,625

Earnings per share attributable to equity


holders of the Company:
Basic (S$)

22

0.02

15,601

15,003

Diluted (S$)

22

0.02

15,601

15,003

22

0.02

0.02

0.02

For illustrative purposes (Based on


174,400,000 shares)
Basic and diluted earnings per share (S$)

The annexed notes form an integral part of and


should be read in conjunction with these combined financial information.
A-7

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
Combined Statements of Changes in Equity
For the financial years ended 31 December 2012, 2013 and 2014
Share
capital
S$
20

Capital
reserve
S$

Merger
reserve
S$
1,266,790

Retained
earnings
S$
600,378

Total
S$
1,867,188

3,000,625

3,000,625

3,000,625

3,000,625

At 31 December 2012
Total comprehensive income for
the year

20

1,266,790

3,601,003

4,867,813

Profit for the year


Other comprehensive income, at nil
tax

3,120,155

3,120,155

3,120,155

3,120,155

(1,226,523)

(1,226,523)

20

1,266,790

5,494,635

6,761,445

4,248,050

4,248,050

4,248,050

4,248,050

4,256,839

1,771,070

3,065,808

At 1 January 2012
Total comprehensive income for
the year
Profit for the year
Other comprehensive income, at nil
tax

Transactions with owners of


the Company, recognised
directly
in equity
Contributions by and
distributions to owners of the
Company
Dividends paid to shareholders
(Note 10)
At 31 December 2013
Total comprehensive income for
the year
Profit for the year
Other comprehensive income, at
nil tax
Transactions with owners of the
Company, recognised directly
in equity
Contributions by and
distributions to owners of the
Company
Issue of ordinary shares related to
business combination (Note 10)
Share-based compensation
(Note 10)
Share issuance cost (Note 4)
Dividends paid to shareholders
(Note 10)

At 31 December 2014

100,000
(144,244)

(2,962,101)

4,212,595

1,771,070

(2,962,101)

(2,175,000)

4,212,615

1,771,070

(1,695,311)

7,567,685

(2,175,000)

The annexed notes form an integral part of and


should be read in conjunction with these combined financial information.
A-8

100,000
(144,244)
(2,175,000)
846,564
11,856,059

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
Combined Statements of Cash Flows
For the financial years ended 31 December 2012, 2013 and 2014

Note
Cash Flows from Operating Activities
Profit before taxation
Adjustments for:
Depreciation of plant and equipment
Share-based compensation (Note A)
Loss on disposal of plant and equipment
Plant and equipment written-off
Interest expense
Interest income

2014
S$

2013
S$

2012
S$

5,039,366

3,720,332

3,426,355

187,934
100,000

350
999
(154)

126,329

11,098

1,512
(2,381)

80,133

907
(1,443)

Operating profit before working capital changes


Changes in inventories
Changes in trade and other receivables
Changes in trade and other payables

5,328,495
34,352
(447,487)
550,880

3,856,890
(56,808)
(588,662)
628,034

3,505,952
2,071
341,738
(1,467,850)

Cash generated from operation


Income taxes paid

5,466,240
(543,767)

3,839,454
(457,739)

2,381,911
(235,487)

Net cash generated from operating activities

4,922,473

3,381,715

2,146,424

Cash Flows from Investing Activities


Acquisition of subsidiaries, net of cash acquired
Purchase of plant and equipment (Note B)
Proceeds from sale of plant and equipment
Interest received

4
6

Net cash generated from/(used in) investing


activities

2,506,686
(374,492)

154

(303,065)
66,301
2,381

(289,766)

1,443

2,132,348

(234,383)

(288,323)

Cash Flows from Financing Activities


(Repayment of)/Proceeds from finance leases
Dividend paid to shareholders of former subsidiaries
Interest paid

(11,889)
(2,175,000)
(999)

(90,000)
(1,226,523)
(1,512)

90,000

(907)

Net cash (used in)/generated from financing


activities

(2,187,888)

(1,318,035)

89,093

Net increase in cash and cash equivalents


Cash and cash equivalents at beginning of year

4,866,933
6,409,181

1,829,297
4,579,884

1,947,194
2,632,690

11,276,114

6,409,181

4,579,884

Cash and cash equivalents at end of year

Significant non-cash items:


A.

During the financial year ended 31 December 2014, the Company issued 400,000 (ordinary
shares of S$0.25 each for a total consideration of S$100,000 to an employee as
compensation for the services rendered by the employee. There were no such issuance of
shares in 2012 and 2013.

B.

During the financial year ended 31 December 2014, the Group acquired plant and equipment
with an aggregate cost of S$374,492 (2013 S$303,065 and 2012 S$289,766) of which
S$Nil (2013 S$Nil and 2012 S$90,000) was financed by means of finance lease. Cash
payment of S$374,492 (2013 S$303,065 and 2012 S$199,766) was made to purchase
plant and equipment.
The annexed notes form an integral part of and
should be read in conjunction with these combined financial information.
A-9

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
Notes to the Combined Financial Statements
For the financial years ended 31 December 2012, 2013 and 2014
1

The Company
The Company was incorporated on 6 January 2011 as an exempt private limited company
under the name of Singapore Medicine Specialists Pte. Ltd.
The Company was incorporated for the purpose of a group restructuring (the Restructuring
Exercise) to acquire the existing shares of Heng Clinic for Women Pte. Ltd and KW Lee
Clinic & Surgery for Women Pte. Ltd. pursuant to the Restructuring Exercise as disclosed in
Note 2. On 26 August 2011, the Company changed its name to Singapore O&G Pte. Ltd. and
on [[] 2015], the Company was converted into a public limited company and changed its
name to Singapore O&G Ltd.
The Companys registered office and principal place of business is at #01-80, 34 Cassia
Crescent Singapore 390034.
The principal activities of the Company are those of an investment holding company and
provision of specialised medical services. The principal activities of the subsidiaries are set
out in Note 2.
The Company and its subsidiaries are collectively known as the Group in the combined
financial statements.

Significant events
The Group undertook the transactions described below as part of the Restructuring Exercise
implemented in preparation for the proposed listing of the Companys shares on the Catalist
Board of the Singapore Exchange Securities Trading Limited. The Company and its
subsidiaries are owned and controlled by Dr Heng Tung Lan, Dr Lee Keen Whye, Dr Wong
Chui Fong, Dr. Ng Koon Keng and Heng Tong Bwee (collectively hereinafter referred to as
the Shareholders) for the period beginning 1 January 2011. Dr Wong Chui Fong is the wife
of Dr Lee Keen Whye, and Heng Tong Bwee is the sister of Dr Heng Tung Lan.
Acquisitions of Heng Clinic for Woman Pte. Ltd. and K W Lee Clinic & Surgery for
Women Pte. Ltd.
Pursuant to a restructuring agreement dated 22 September 2013 entered into between the
Company, Dr Lee Keen Whye and Dr Heng Tung Lan, the Company acquired the entire
issued and paid-up share capital of K W Lee Clinic & Surgery for Women Pte. Ltd. (KW Lee
Clinic for Women) and Heng Clinic for Women Pte. Ltd. (Heng Clinic) from Dr Lee Keen
Whye and Dr Heng Tung Lan respectively. In consideration of the share swap arrangement,
the Company agreed to allot and issue 66,710,422 shares and 81,394,641 shares to Dr Lee
Keen Whye and Dr Heng Tung Lan respectively, credited as fully paid for purchase
considerations of S$1,334,208 and S$1,627,893 respectively.

A-10

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
2

Significant events (Contd)


Acquisitions of Heng Clinic for Woman Pte. Ltd. and K W Lee Clinic & Surgery for
Women Pte. Ltd. (Contd)
On completion of the Restructuring Exercise, Dr. Lee Keen Whye and Dr. Heng Tung Lan
renounced 8,222,670 shares and 10,049,930 shares respectively, and directed the Company
to allot and issue such shares to Dr Ng Koon Keng, Mr Peter Tan, Ms Heng Tong Bwee and
Ms Wong Chui Fong Anna (the Renouncees), pursuant to the arrangements described
below:
i.

Renunciation of shares to Dr Ng Koon Keng


Pursuant to a sale and purchase agreement dated 11 February 2014, Dr Ng Koon Keng
agreed to acquire 3,212,908 shares and 3,926,887 shares from Dr Lee Keen Whye and
Dr Heng Tung Lan, for the consideration of S$209,660 and S$247,340. On completion
of the Restructuring Exercise, Dr Lee Keen Whye and Dr Heng Tung Lan renounced
3,212,908 shares and 3,926,887 shares respectively, and directed the Company to allot
and issue such shares to Dr Ng Koon Keng.

ii

Renunciation of shares to Mr Peter Tan


Pursuant to a sale and purchase agreement dated 11 February 2014, Mr Peter Tan
agreed to acquire 1,957,500 shares and 2,392,500 shares from Dr Lee Keen Whye and
Dr Heng Tung Lan, for the consideration of S$391,500 and S$478,500, respectively. On
completion of the Restructuring Exercise, Dr Lee Keen Whye and Dr Heng Tung Lan
renounced 1,957,500 shares and 2,392,500 shares respectively, and directed the
Company to allot and issue such shares to Mr Peter Tan.

iii.

Renunciation of shares to Ms Wong Chui Fong Anna


Pursuant to a sale and purchase agreement dated 11 February 2014, Dr Lee Keen
Whye renounced 3,052,262 shares, and directed the Company to allot and issue such
shares to his wife, Ms Wong Chui Fong Anna. The 3,052,262 shares were renounced
by Dr Lee Keen Whye in favour of Ms Wong Chui Fong Anna as a gift.

iv

Renunciation of shares to Ms Heng Tong Bwee


Pursuant to a sale and purchase agreement dated 11 February 2014, Dr Heng Tung Lan
renounced 3,730,543 shares, and directed the Company to allot and issue such shares
to her sister, Ms Heng Tong Bwee. The 3,730,543 shares were renounced by Dr Heng
Tung Lan in favour of Ms Heng Tong Bwee as a gift.

Upon renunciation of 8,222,670 shares and 10,049,930 shares by Dr Lee Keen Whye and Dr
Heng Tung Lan in favour of the Renouncees, the Company allotted and issued the remaining
58,487,752 shares and 71,344,711 shares to Dr Lee Keen Whye and Dr Heng Tung Lan,
respectively, as part of the Restructuring Exercise.
The Restructuring Exercise was not conducted on an arms length basis but on a
willing-buyer, willing-seller basis, and the shares allotted and issued by the Company as
consideration for the acquisition of KW Lee Clinic for Women and Heng Clinic were based on
the net asset values of KW Lee Clinic for Women and Heng Clinic.

A-11

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
2

Significant events (Contd)


Acquisitions of Heng Clinic for Woman Pte. Ltd. and K W Lee Clinic & Surgery for
Women Pte. Ltd. (Contd)
Notwithstanding that the Restructuring Exercise was completed on 11 February 2014, it was
agreed that save for dividends, the Company shall be entitled to all rights, interests, income,
profits, gains, bonuses and distributions accrued, accruing or which shall accrue upon in
respect of the shares of KW Lee Clinic for Women and Heng Clinic with effect from 6 January
2011. The acquisition of the subsidiaries by the Company was a combination of businesses
under common control by the Shareholders of the Company, as they controlled the Group
entities before and after the Restructuring Exercise. As a result, the Company accounted for
the acquisitions in a manner similar to a pooling of interests.
The combined financial information of the Group has been prepared to reflect the operations
of the Company and the subsidiaries as a single economic enterprise and consist of those
companies under common control during the financial years ended 31 December 2012 and
2013.
Acquisitions of Behs Clinic for Women Pte. Ltd. and ST Surgery Pte. Ltd.
Pursuant to a sale and purchase agreement dated 27 June 2013 and a supplemental
agreement dated 23 August 2013 and 1 January 2014 respectively, the Company acquired
the entire issued and paid-up share capital of Behs Clinic for Women Pte. Ltd. (Behs
Clinic) and ST Surgery Pte. Ltd. (ST Surgery) from Dr. Beh Suan Tiong and Ms. Heng Siok
Hong Veronica, and in consideration thereof, the Company allotted and issued 17,473,684
Shares to Dr. Beh Suan Tiong for a total consideration of S$2,068,797 (the Beh
Acquisition).
The Beh Acquisition was conducted at arms length and on a willing-buyer willing-seller
basis, and the Shares allotted and issued by the Company as consideration for the
acquisition of Behs Clinic and ST Surgery was on a premium to net tangible asset value
basis.
Notwithstanding that the Beh Acquisition was completed on 11 February 2014, it was agreed
that save for dividends, the Company shall be entitled to all title, rights, interests, income,
properties, revenue, profits, proceeds, gains, bonuses, distributions and/or benefits of
whatsoever nature, accrued, accruing or which shall accrue upon and in respect of the
shares of Behs Clinic and ST Surgery, with effect from 1 January 2014.
Acquisition of Choo Wan Ling Womens Clinic Pte. Ltd.
Pursuant to a sale and purchase agreement dated 27 June 2013 and a supplemental
agreement dated 23 August 2013 and 1 January 2014 respectively, the Company acquired
the entire issued and paid-up share capital of Choo Wan Ling Womens Clinic Pte. Ltd.
(Choo Wan Ling Womens Clinic) from Dr. Choo Wan Ling, and in consideration thereof, the
Company allotted and issued 8,421,053 Shares to Dr. Choo Wan Ling for a purchase
consideration of S$997,011 (the Choo Acquisition).

A-12

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
2

Significant events (Contd)


Acquisition of Choo Wan Ling Womens Clinic Pte. Ltd. (Contd)
The Choo Acquisition was conducted at arms length and on a willing-buyer willing-seller
basis, and the Shares allotted and issued by the Company as consideration for the
acquisition of Choo Wan Ling Womens Clinic was on a premium to net tangible asset value
basis.
Notwithstanding that the Choo Acquisition was completed on 11 February 2014, it was
agreed that save for dividends, the Company shall be entitled to all title, rights, interests,
income, properties, revenue, profits, proceeds, gains, bonuses, distributions and/or benefits
of whatsoever nature, accrued, accruing or which shall accrue upon and in respect of the
shares of Choo Wan Ling Womens Clinic, with effect from 1 January 2014.
Pursuant to the completion of the Restructuring Exercise, the Companys issued and paid-up
share capital increased to S$4,256,859 comprising 174,000,000 ordinary shares.
Upon completion of the Restructuring Exercise, the Company had acquired the following
subsidiaries:
Name

Principal
activities

Country of
incorporation

Percentage of interest held


31 December 31 December 31 December
2014
2013
2012
%
%
%

Heng Clinic for


Provision of
Women Pte. Ltd. obstetrical and
gynaecological
services

Singapore

100

K W Lee Clinic &


Surgery for
Women Pte.
Ltd.(1)

Provision of
obstetrical and
gynaecological
services

Singapore

100

Choo Wan Ling


Womens Clinic
Pte. Ltd.

Provision of
obstetrical and
gynaecological
services

Singapore

100

Behs Clinic for


Womens Pte.
Ltd.

Provision of
obstetrical and
gynaecological
services

Singapore

100

ST Surgery
Pte. Ltd.

Provision of
obstetrical and
gynaecological
services

Singapore

100

(1)

K W Lee Clinic & Surgery for Women Pte. Ltd. (KW Lee Clinic for Women) was incorporated on 25 October
2011 to take over the business of KW Lee Clinic for Women, a partnership arrangement majority owned and
controlled by Dr Lee Keen Whye and his wife, Dr Wong Chui Fong, on 1 January 2012. Consequently, KW
Lee Clinic for Women ceased operations on 1 January 2012.

A-13

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies

3.1 Basis of preparation


The combined financial statements have been prepared in accordance with Singapore
Financial Reporting Standards (FRS) including related Interpretations promulgated by the
Accounting Standards Council.
The combined financial information has been prepared for inclusion in filings associated with
a proposed listing of the Companys shares on the Catalist board, the sponsor-supervised
board of the Singapore Exchange Securities Trading Limited.
The combined financial information has been prepared under the historical cost convention
except as disclosed in the accounting policies below.
The combined financial statements are presented in Singapore dollars (SGD), which is the
Companys functional currency. All financial information has been presented in SGD, unless
otherwise stated.
This is the Groups first combined financial statements prepared in accordance with FRS 101
First-time Adoption of Financial Reporting Standards has been applied.
Although the Restructuring Exercise was completed on 11 February 2014, the combined
financial statements presented for the financial years ended 31 December 2012 and 2013 for
the purpose of inclusion in the Offer Document are that of the Company and its subsidiaries
prepared in accordance with RAP 12 Merger Accounting for Common Control Combinations
for financial statements prepared under Part IX of the Fifth Schedule to the Securities and
Futures (Offers of Investments) (Shares and Debentures) Regulations 2005.
A key policy choice in the combined financial statements relates to the method of
consolidation. A business combination is a common control combination if the combining
entities are ultimately controlled by the same party (including the same individual
shareholder or a group of shareholders acting together in accordance with a contractual
arrangement) both before and after the combination and the common control is not transitory.
For the purposes of the combined financial statements, the creation of the Group under the
Restructuring Exercise set out in Note 2 has been treated as a business combination
involving entities under common control.
As a result, the Group accounts for business combinations involving entities under common
control using pooling of interest-type accounting. Under this policy the assets and liabilities
of the acquiree are recorded at book value not fair value (although adjustments are made to
achieve uniform accounting policies), intangible assets and contingent liabilities are
recognised only to the extent that they were recognised by the acquiree in accordance with
applicable FRS, no goodwill is recorded, any expenses of the combination are written off
immediately in the income statement and comparative amounts are restated as if the
combination had taken place at the beginning of the earliest comparative period presented.

A-14

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.1 Basis of preparation (Contd)


Accordingly, the combined financial statements for the two years ended 31 December 2012
and 2013 presented the state of affairs of the Group as at 31 December 2012 and 2013 and
the results, changes in equity and cash flows of the Group for the two years ended 31
December 2012 and 2013 as if the current structure of the Group had been in existence
throughout the Relevant Period.
The accounting policies applied by the Group are consistent for all years presented in the
combined financial statements.
Significant accounting estimates, assumptions and judgements
The summary of significant accounting policies used in the preparation of the combined
financial statements as set out in Note 3.3 often requires the use of judgements to select
specific accounting methods and assumptions concerning the future may be required in
selecting and applying those methods and policies in the combined financial statements. The
Group bases its estimates and judgements on historical experience and various other
assumptions that it believes are reasonable under the circumstances. Actual results may
differ from these estimates and judgements under difference assumptions or conditions.
Estimates, assumptions and judgements are continually evaluated and are based on
historical experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
The following are the critical assumptions and accounting estimates used in the preparation
of the combined financial statements:
Significant judgements in applying accounting policies
Income tax
Significant judgement is involved in determining provision for 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 and deferred tax provisions in the period in which such
determination is made. The carrying amounts of the Groups current and deferred tax
liabilities at the reporting date were S$958,754 (2013 S$571,631, 2012 S$415,587) and
S$12,696 (2013 S$7,249, 2012 S$20,855) respectively.

A-15

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.1 Basis of preparation (Contd)


Significant accounting estimates, assumptions and judgements (Contd)
Critical accounting estimates and assumptions used in applying accounting policies
Impairment tests for cash-generating units containing goodwill (Note 5)
Goodwill is allocated to the Groups cash-generating units (CGU) according to the
individual subsidiary as follows:
2014
S$

2013
S$

2012
S$

Dr Choo Wan Ling

396,201

Dr Beh Suan Tiong

446,094

842,295

The recoverable amount of a CGU is determined based on value-in-use calculations. These


calculations use cash flow projections based on financial budgets approved by management
covering a five-year period. Cash flows beyond the five year period are extrapolated using
the estimate rates stated below:

Gross margin
Growth rate
Discount rate

Dr Choo Wan Ling


%
29
3
16

Dr Beh Suan Tiong


%
29
3
16

The recoverable amounts of CGUs are determined from value-in-use calculations. The key
assumptions for the value-in-use calculations are those regarding the discount rates, growth
rates and expected changes to rates for doctor related services and direct costs during the
period. Management estimates discount rates using pre-tax rates that reflect current market
assessments of the time value of money and the risks specific to the CGUs. The growth rates
are based on industry growth forecasts. Changes in rates and direct costs are based on past
practices and expectations of future changes in the market.
These assumptions have been used for the analysis of each CGU. Management determines
the budgeted gross margin based on past performance and its expectation for market
development. The weighted average growth rates used are consistent with industry reports.
The discount rates used are pre-tax and reflect specific risks relating to the CGUs.

A-16

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.1 Basis of preparation (Contd)


Significant accounting estimates, assumptions and judgements (Contd)
Critical accounting estimates and assumptions used in applying accounting policies
(Contd)
Impairment tests for cash-generating units containing goodwill (Note 5) (Contd)
The above estimates are particularly sensitive in the following areas:

An increase of one percentage point in the discount rate used would have decreased
the profit by S$205,241 (2013 and 2012 S$Nil).

A 1% decrease in future growth margin would have decreased the profit by S$148,450
(2013 and 2012 S$Nil).

The carrying amount of goodwill as at 31 December 2014 amounted to S$842,295 (2013 and
2012 S$Nil).
Impairment tests for non-financial assets
Plant and equipment are tested for impairment whenever there is any objective evidence or
indication that these assets may be impaired.
The recoverable amounts of these assets and, where applicable, cash-generating units,
have been determined based on value-in-use calculations. These calculations require the
use of estimates. Estimating the value-in-use requires the Group to make an estimate of the
expected future cash flows from the cash-generating unit (or group of cash-generating units)
and also to use many estimates and assumptions such as future market growth, forecast
revenue and costs, useful lives of utilisation of the assets, discount rates and other factors.
The carrying amount of non-financial assets at the reporting date was S$601,383 (2013:
S$406,550, 2012: S$307,214). A decrease of 5% (2013: 5%, 2012: 5%) in the value-in-use
of the Groups non-financial assets would have decreased the Groups profit by S$30,069
(2013: S$20,328, 2012: S$15,361).
Depreciation of plant and equipment
The costs of plant and equipment are depreciated on a straight-line basis over the estimated
economic useful lives of the assets. The Group estimates the useful lives of the assets based
on commercial factors which could change significantly as a result of technical innovations
and competitor actions in response to severe market conditions. Changes to the expected
level of usage, maintenance programmes and technical developments could impact the
economic useful lives of the assets; therefore future depreciation charges could be revised.
The carrying amount of non-financial assets at the reporting date was S$601,383 (2013:
S$406,550, 2012: S$307,214). If depreciation on the Groups plant and equipment
increases/decreases by 10% from managements estimates, the Groups profit for the year
will decrease/increase by approximately S$18,793 (2013: S$12,633, 2012: S$8,013).

A-17

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.1 Basis of preparation (Contd)


Significant accounting estimates, assumptions and judgements (Contd)
Critical accounting estimates and assumptions used in applying accounting policies
(Contd)
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 amount of the Groups loans and receivables at the end of the
reporting period is disclosed in Note 8 to the financial statements.
If the present value of estimated future cash flows decrease by 10% from managements
estimates, the Groups allowance for impairment will increase by S$25,778 (2013 increase
by S$15,000, 2012 increase by S$15,000).
Allowance for inventory obsolescence
The Group reviews the ageing analysis of inventories at each reporting date, and makes
provision for obsolete and slow moving inventory items identified that are no longer suitable
for sale. The net realisable value for such inventories are estimated based primarily on the
latest invoice prices and current market conditions. Possible changes in these estimates
could result in revisions to the valuation of inventories.
If the net realisable values of the inventory decrease/increase by 10% from managements
estimates, the Groups profit will decrease/increase by S$20,486 (2013: S$21,901, 2012:
S$16,221). The carrying amount of the inventory is disclosed in Note 7 to the financial
statements.

A-18

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.2 Changes in accounting policies


Adoption of new or revised accounting standards and interpretations
The Group adopted the amended FRSs that are mandatory for application from that date.
Changes to the Groups accounting policies have been made as required, in accordance with
the transitional provisions in the respective FRS. This includes the following FRSs which are
relevant to the Group:
Reference
Revised FRS 27
Revised FRS 28

Description
Separate Financial Statements
Investments in Associates and Joint
Ventures
Consolidated Financial Statements
Joint Arrangements
Disclosure of Interests in Other Entities

FRS 110
FRS 111
FRS 112
Amendments to FRS 110, FRS 112 and
FRS 27
Amendments to FRS 32

Investment Entities
Offsetting Financial Assets and Financial
Liabilities
Recoverable Amount Disclosures to NonFinancial Assets

Amendments to FRS 36

The adoption of these FRS and INT FRS, where relevant to the Group, did not result in
substantial changes to the Groups accounting policies or any significant impact on these
financial statements.
New or revised accounting standards and interpretations not yet effective
The following are the new or amended FRS issued in 2014 that are not yet effective but may
be early adopted for the current financial year:

Reference
Amendments to FRS 19
FRS 24
Amendments to FRS 16 and
FRS 38
FRS 115
FRS 109
Improvements to FRSs 2014

Description
Defined Benefit Plans:
Employee Contributions
Related Party Disclosures
Clarification of Acceptable
Methods of Depreciation and
Amortisation
Revenue from Contracts with
Customers
Financial Instruments

Effective date
(Annual periods
beginning on
or after)
1 July 2014
1 July 2014
1 January 2016

1 January 2017
1 January 2018

The directors do not anticipate that the adoption of the above FRS in future financial periods
will have a material impact on the financial statements of the Group.

A-19

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies


Consolidation
Common control business combination outside the scope of FRS 103
A business combination involving entities under common control is a business combination
in which all the combining entities or businesses are ultimately controlled by the same party
or parties both before and after the business combination, and that control is not transitory.
Accordingly, the assets and liabilities of these entities have been accounted for at historical
amounts in the combined financial statements.
In applying pooling-of-interests accounting, financial statement items of the combining
entities or businesses for the reporting period in which the common control combination
occurs, and for any comparative periods disclosed, are included in the combined financial
statements of the combined entity as if the combination had taken place at the beginning of
the earliest comparative period presented.
A single uniform set of accounting policies is adopted by the combined entity. Therefore, the
combined entity recognised the assets, liabilities and equity of the combining entities or
businesses at the carrying amounts in the combined financial statements of the controlling
party or parties prior to the common control combination. The carrying amounts are included
as if such consolidated financial information had been prepared by the controlling party,
including adjustments required for conforming the combined entitys accounting policies and
applying those policies to all periods presented. There is no recognition of any goodwill or
excess of the acquirers interest in the net fair value of the acquirees identifiable assets,
liabilities and contingent liabilities over cost at the time of the common control combination.
The effects of all transactions between the combining entities or businesses, whether
occurring before or after the combination, are eliminated in preparing the combined financial
statements of the combined entity.
Consolidation
The combined 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 combined 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 intragroup transactions and dividends 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.
Losses and other comprehensive income are attributable to the non-controlling interest even
if that results in a deficit balance.

A-20

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)


Consolidation (Contd)
Consolidation (Contd)
If the Group loses control over a subsidiary, it:

de-recognises the assets (including goodwill) and liabilities of the subsidiary at their
carrying amounts as at that date when control is lost;

de-recognises the carrying amount of any non-controlling interest;

de-recognises the cumulative translation differences recorded in equity;

recognises the fair value of the consideration received;

recognises the fair value of any investment retained;

recognises any surplus or deficit in profit or loss;

re-classifies the Groups share of components previously recognised in other


comprehensive income to profit or loss or retained earnings, as appropriate.

A subsidiary is an investee that is controlled by the Group. The Group controls an investee
when it is exposed, or has rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over the investee.
Thus, the Group controls an investee if and only if the Group has all of the following:

power over the investee;

exposure, or rights or variable returns from its involvement with the investee; and

the ability to use its power over the investee to affect its returns.

The Group reassesses whether or not it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of control listed above.
When the Group has less than a majority of the voting rights of an investee, it has power over
the investee when the voting rights are sufficient to give it the practical ability to direct the
relevant activities of the investee unilaterally. The Group considers all relevant facts and
circumstances in assessing whether or not the Groups voting rights in an investee are
sufficient to give it power, including:

the size of the Groups holding of voting rights relative to the size and dispersion of
holdings of the other vote holders;

A-21

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)


Consolidation (Contd)
Consolidation (Contd)

potential voting rights held by the Group, other vote holders or other parties;

rights arising from other contractual arrangements; and

any additional facts and circumstances that indicate that the Group has, or does not
have, the current ability to direct the relevant activities at the time that decisions need
to be made, including voting patterns at previous shareholders meetings.

Changes in the Groups ownership interests in subsidiaries that do not result in the Group
losing control over the subsidiaries are accounted for as equity transactions. The carrying
amounts of the Groups interests and the non-controlling interests are adjusted to reflect the
changes in their relative interests in the subsidiaries. Any difference between the amount by
which the non-controlling interests are adjusted and the fair value of the consideration paid
or received is recognised directly in equity and attributed to owners of the Group.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and
is calculated as the difference between (i) the aggregate of the fair value of the consideration
received and the fair value of any retained interest and (ii) the previous carrying amount of
the assets (including goodwill), and liabilities of the subsidiary and any non-controlling
interest. All amounts previously recognised in other comprehensive income in relation to that
subsidiary are accounted for as if the Group had directly disposed of the related assets or
liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category
of equity as specified/permitted by applicable FRSs). The fair value of any investment
retained in the former subsidiary at the date when the control is lost is regarded as the fair
value on the initial recognition for subsequent accounting under FRS 39, when applicable,
the cost on initial recognition of an investment in an associate or a joint venture.
Transactions with non-controlling interest
Non-controlling interest represents the equity in subsidiaries not attributable, directly or
indirectly, to owners of the Company, and are presented separately in the combined
statement of comprehensive income and within equity in the combined statement of financial
position, separately from equity attributable to owners of the Company.

A-22

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)


Goodwill
Goodwill on acquisition of subsidiaries represents the excess of the consideration
transferred, the amount of any non-controlling interest in the acquiree and the acquisitiondate fair value of any previous equity interest in the acquiree over the fair value of the net
identifiable assets acquired.
Goodwill on subsidiaries is recognised separately and carried at cost less accumulated
impairment losses.
Gains and losses on the disposal of subsidiaries include the carrying amount of goodwill
relating to the entity sold.
Plant and equipment and depreciation
Plant ad equipment are stated at cost or valuation less accumulated depreciation and
accumulated impairment losses, if any. Depreciation on other items of plant and equipment
is calculated using the straight-line method to allocate their depreciable amount over their
estimated useful lives as follows:
Office equipment

2 to 5 years

Renovation

5 years

Furniture and fittings

2 to 5 years

Medical equipment

2 to 5 years

Computers

1 year

The cost of plant and equipment includes expenditure that is directly attributable to the
acquisition of the items. Dismantlement, removal or restoration costs are included as part of
the cost of plant and equipment if the obligation for dismantlement, removal or restoration is
incurred as a consequence of acquiring or using the asset. Cost may also include transfers
from equity of any gains/losses on qualifying cash flow hedges of foreign currency purchases
of plant and equipment.
Subsequent expenditure relating to plant and equipment that have been recognised is added
to the carrying amount of the asset when it is probable that future economic benefits, in
excess of the standard of performance of the asset before the expenditure was made, will
flow to the Group and the cost can be reliably measured. Other subsequent expenditure is
recognised as an expense during the financial year in which it is incurred.
For acquisitions and disposals during the financial year, depreciation is provided from the
month of acquisition and to the month before disposal respectively. Fully depreciated plant
and equipment are retained in the books of accounts until they are no longer in use.
Depreciation methods, useful lives and residual values are reviewed, and adjusted as
appropriate, at each reporting date as a change in estimates.
A-23

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)


Investment in subsidiaries
In the Companys separate financial statements, investments in subsidiaries are stated at
cost less allowance for any impairment losses on an individual subsidiary basis.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on a
weighted average basis, and includes all costs of purchase and other costs incurred in
bringing the inventories to their present location and condition.
When inventories are sold, the carrying amount of those inventories is recognised as an
expense in the period in which the related revenue is recognised. The amount of any
allowance for writedown of inventories to net realisable value and all losses of inventories
are recognised as an expense in the period the write-down or loss occurs. The amount of any
reversal of any allowance for write-down of inventories, arising from an increase in net
realisable value, is recognised as a reduction in the amount of inventories recognised as an
expense in the period in which the reversal occur.
Financial assets
Financial assets, other than hedging instruments, can be divided into the following
categories: financial assets at fair value through profit or loss, held-to-maturity investments,
loans and receivables and available-for-sale financial assets. Financial assets are assigned
to the different categories by management on initial recognition, depending on the purpose
for which the assets were acquired. The designation of financial assets is re-evaluated and
classification may be changed at the reporting date with the exception that the designation
of financial assets at fair value through profit or loss is not revocable.
All financial assets are recognised on their trade date the date on which the Group commits
to purchase or sell the asset. Financial assets are initially recognised at fair value, plus
directly attributable transaction costs except for financial assets at fair value through profit
or loss, which are recognised at fair value.
Derecognition of financial instruments occurs when the rights to receive cash flows from the
investments expire or are transferred and substantially all of the risks and rewards of
ownership have been transferred. An assessment for impairment is undertaken at least at the
end of each reporting period whether or not there is objective evidence that a financial asset
or a group of financial assets is impaired.
Financial assets and financial liabilities are offset and the net amount presented in the
statement of financial position when, and only when, the Group currently has a legally
enforceable right to set off the recognised amounts; and intends either to settle on a net
basis, or to realise the asset and settle the liability simultaneously.

A-24

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)


Financial assets (Contd)
Non-compounding interest and other cash flows resulting from holding financial assets are
recognised in profit or loss when received, regardless of how the related carrying amount of
financial assets is measured.
The Group does not hold any financial assets at fair value through profit or loss,
held-to-maturity investments or available-for-sale financial assets.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They arise when the Group provides
money, goods or services directly to a debtor with no intention of trading the receivables.
They are included in current assets, except for maturities greater than 12 months after the
end of the reporting period. These are classified as non-current assets.
Loans and receivables include trade and other receivables, excluding prepayments. They
are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less allowance for impairment. If there is objective evidence that
the asset has been impaired, the financial asset is measured at the present value of the
estimated future cash flows discounted at the original effective interest rate. Impairment
losses are reversed in subsequent periods when an increase in the assets recoverable
amount can be related objectively to an event occurring after the impairment was recognised,
subject to a restriction that the carrying amount of the asset at the date the impairment is
reversed does not exceed what the amortised cost would have been had the impairment not
been recognised. The impairment or write-back is recognised in profit or loss.
Determination of fair value
The fair values of quoted financial assets are based on current bid prices. If the market for
a financial asset is not active, the Company establishes fair value by using valuation
techniques. These include the use of recent arms length transactions, reference to other
instruments that are substantially the same, discounted cash flow analysis, and option
pricing models, making maximum use of market inputs. Where fair value of unquoted
instruments cannot be measured reliably, fair value is determined by the transaction price.
Cash and cash equivalents
Cash and cash equivalents comprise cash and bank balances.
Impairment of non-financial assets
The carrying amounts of the Groups non-financial assets, other than inventories, are
reviewed at each reporting date to determine whether there is any indication of impairment.
If any such indication exists, the assets recoverable amount is estimated.

A-25

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)


Impairment of non-financial assets (Contd)
If it is not possible to estimate the recoverable amount of the individual asset, then the
recoverable amount of the cash-generating unit to which the assets belong will be identified.
For the purpose of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash flows (cash-generating units). As a result, some assets
are tested individually for impairment and some are tested at cash-generating unit level.
Goodwill is allocated to those cash-generating units that are expected to benefit from
synergies of the related business combination and represent the lowest level within the
Group at which management controls the related cash flows.
Individual assets or cash-generating units that include goodwill and other intangible assets
with an indefinite useful life or those not yet available for use are tested for impairment at
least annually. All other individual assets or cash-generating units are tested for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable.
An impairment loss is recognised for the amount by which the assets or cash-generating
units carrying amount exceeds its recoverable amount. The recoverable amount is the
higher of fair value, reflecting market conditions less costs to sell and value-in-use, based on
an internal discounted cash flow evaluation. Impairment losses recognised for cashgenerating units, to which goodwill has been allocated are credited initially to the carrying
amount of goodwill. Any remaining impairment loss is charged pro rata to the other assets in
the cash-generating unit. With the exception of goodwill, all assets are subsequently
reassessed for indications that an impairment loss previously recognised may no longer
exist.
Any impairment loss is charged to profit or loss unless it reverses a previous revaluation in
which case it is charged to equity.
With the exception of goodwill,
(i)

An impairment loss is reversed if there has been a change in the estimates used to
determine the recoverable amount or when there is an indication that the impairment
loss recognised for the asset no longer exists or decreases.

(ii)

An impairment loss is reversed only to the extent that the assets carrying amount does
not exceed the carrying amount that would have been determined if no impairment loss
had been recognised.

(iii) A reversal of an impairment loss on a revalued asset is credited directly to equity.


However, to the extent that an impairment loss on the same revalued asset was
previously recognised as an expense in the profit or loss, a reversal of that impairment
is recognised as income in the profit or loss.

A-26

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)


Impairment of non-financial assets (Contd)
An impairment loss in respect of goodwill is not reversed, even if it relates to impairment loss
recognised in an interim period that would have been reduced or avoided had the impairment
assessment been made at a subsequent reporting date or end of the reporting period.
A reversal of an impairment loss is recognised as income in profit or loss.
Financial liabilities
The Groups financial liabilities comprise trade and other payables and finance lease
liabilities, excluding deferred revenue.
Financial liabilities are recognised when the Group becomes a party to the contractual
agreements of the instrument. All interest-related charges are recognised as an expense in
finance costs in the profit or loss. Financial liabilities are derecognised if the Groups
obligations specified in the contract expire or are discharged or cancelled.
Financial assets and financial liabilities are offset and the net amount presented in the
statement of financial position when, an only when, the Group currently has a legally
enforceable right to set off the recognised amounts; and intends either to settle on a net
basis, or to realise the asset and settle the liability simultaneously.
Gains and losses are recognised in the profit or loss when the liabilities are derecognised as
well as through the amortisation process. As at the end of the respective reporting periods,
there are no financial liabilities carried at fair value.
Trade and other payables
Trade and other payables are initially measured at fair value, and subsequently measured at
amortised cost, using the effective interest method.
Provisions
Provisions are recognised when the Group have a present obligation (legal or constructive)
as a result of a past event, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable estimate can be made of the
amount of the obligation. Present obligations arising from onerous contracts are recognised
as provisions.
The directors review the provisions annually and where in their opinion, the provision is
inadequate or excessive, due adjustment is made.

A-27

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)


Provisions (Contd)
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. Where
discounting is used, the increase in the provision due to the passage of the time is
recognised as finance costs.
Leases
Where the Group is the lessee,
Finance leases
Where assets are financed by lease agreements that give rights approximating to ownership,
the assets are capitalised as if they had been purchased outright at values equivalent to the
lower of the fair values of the leased assets and the present value of the total minimum lease
payments during the periods of the leases. The corresponding lease commitments are
included under liabilities. The excess of lease payments over the recorded lease obligations
are treated as finance charges which are amortised over each lease to give a constant
effective rate of charge on the remaining balance of the obligation.
The leased assets are depreciated on a straight-line basis over their estimated useful lives
as detailed in the accounting policy on Plant and equipment.
Operating leases
Rentals on operating leases are charged to profit or loss on a straight-line basis over the
lease term. Lease incentives, if any, are recognised as an integral part of the net
consideration agreed for the use of the leased asset. Penalty payments on early termination,
if any, are recognised in the profit or loss when incurred.
Contingent rents are mainly determined as a percentage of revenue in excess of a specified
amount during the month. They are charged to the profit or loss when incurred.
Where the Group is the lessor,
Operating leases
Rental income (net of any incentives given to lessees) is recognised on a straight-line basis
over the lease term.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the
issuance of new ordinary shares are deducted against the share capital account.

A-28

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)


Dividends
Final dividends proposed by the directors are not accounted for in owners equity as an
appropriation of retained earnings, until they have been approved by the shareholders in a
general meeting. When these dividends have been approved by the shareholders and
declared, they are recognised as a liability.
Interim dividends are simultaneously proposed and declared, because of the articles of
association of the Company grant the directors the authority to declare interim dividends.
Consequently, interim dividends are recognised directly as a liability when they are proposed
and declared.
Income taxes
Current income tax for current and prior periods is recognised at the amount expected to be
paid to or recovered from the tax authorities, using the tax rates and tax laws that have been
enacted or substantively enacted by the end of the reporting period.
Deferred income tax is recognised for all temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements except
when the deferred income tax arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and affects neither accounting or
taxable profit or loss at the time of the transaction.
A deferred income tax liability is recognised on temporary differences arising on investments
in subsidiaries, except where the Group is able to control the timing of the reversal of the
temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future.
A deferred income tax asset is recognised to the extent that it is probable that future taxable
profit will be available against which the deductible temporary differences and tax losses can
be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related tax benefit will be realised.
Deferred income tax is measured:
(i)

at the tax rates that are expected to apply when the related deferred income tax asset
is realised or the deferred income tax liability is settled, based on tax rates and tax laws
that have been enacted or substantively enacted by the end of the reporting period; and

(ii)

based on the tax consequence that will follow from the manner in which the Group
expects, at the end of the reporting period, to recover or settle the carrying amounts of
its assets and liabilities.

A-29

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)


Income taxes (Contd)
Current and deferred income taxes are recognised as income or expense in profit or loss,
except to the extent that the tax arises from a business combination or a transaction which
is recognised either in other comprehensive income or directly in equity. Deferred tax arising
from a business combination is adjusted against goodwill on acquisition.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset
current tax liabilities and assets and they relate to income taxes levied by the same tax
authorities on the same taxable entity, or on different tax entities, provided they intend to
settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be
realised simultaneously.
Earnings per share
Basic and diluted earnings per share amounts are calculated by dividing net profit for the
year attributable to the owners of the Company by the number of ordinary shares outstanding
during the financial years.
Revenue recognition
Provision of obstetrical and gynaecological services
Revenue from the provision of obstetrical and gynaecological services is recognised when
the services are rendered.
Rental income
Rental income from operating leases (net of any incentives given to the lessees) is
recognised on a straight-line basis over the lease term.
Interest income
Interest income from bank deposits is recognised as it accrues, using the effective interest
method.
Dividend income
Dividend income is recognised when the right to receive payment is established.

A-30

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)


Employee benefits
Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are
expensed as the related service is provided. A liability is recognised for the amount expected
to be paid under short-term cash bonus if the Group has a present legal or constructive
obligation to pay this amount as a result of past service provided by the employee, and the
obligation can be estimated reliably.
Pension obligations
The Company and the Group participate in the defined contribution national pension
schemes as provided by the laws of the countries in which it has operations. In particular, the
Singapore incorporated companies in the Group contribute to the Central Provident Fund, a
defined contribution plan regulated and managed by the Government of Singapore, which
applies to the majority of the employees. The contributions to national pension schemes are
charged to the profit or loss in the period to which the contributions relate.
Employee leave entitlements
Employee entitlements to annual leave are recognised when they accrue to employees.
Accrual is made for the unconsumed leave as a result of services rendered by employees up
to the end of the reporting period.
Share-based compensation
The Group issues equity-settled share-based payments to certain employees. The fair value
of the employee services received in exchange for the shares issued is recognised as an
expense in the profit or loss with a corresponding increase in the share capital. The total
amount to be recognised as expense is determined by reference to the fair value of the
shares on the date of the grant.
Key management personnel
Key management personnel are those persons having the authority and responsibility for
planning, directing and controlling the activities of the entity. Directors and certain
management executives are considered key management personnel.

A-31

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)


Related parties
A related party is defined as follows:
a.

b.

A person or a close member of that persons family is related to the Group if that person:
i.

has control or joint control over the Group;

ii.

has significant influence over the Group; or

iii.

is a member of the key management personnel of the Group.

An entity is related to the Group if any of the following conditions applies:


i.

the entity and the Group are members of the same group (which means that each
parent, subsidiary and fellow subsidiary is related to the others);

ii.

one entity is an associate or joint venture of the other entity (or an associate or
joint venture of a member of a group of which the other entity is a member);

iii.

both entities are joint ventures of the same third party;

iv.

one entity is a joint venture of a third entity and the other entity is an associate of
the third entity;

v.

the entity is a post-employment benefit plan for the benefit of employees of either
the Group or an entity related to the Group. If the Group is itself such a plan, the
sponsoring employers are also related to the Group;

vi

the entity is controlled or jointly controlled by a person identified in (a); or

vii

a person identified in (a) (i) has significant influence over the entity or is a member
of the key management personnel of the entity (or of a parent of the entity).

Government grants
Government grants are recognised initially as deferred income at fair value when there is
reasonable assurance that they will be received and the Group will comply with the
conditions associated with the grant.
Grants that compensate the Group for expenses incurred are recognised in profit or loss as
other income on a systematic basis in the same periods in which the expenses are
recognised. Where the grant relates to an asset, the fair value is credited to a deferred
income account and is released to profit or loss over the expected useful life of the asset.

A-32

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
3

Summary of Significant Accounting Policies (Contd)

3.3 Significant accounting policies (Contd)


Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of
qualifying assets, which are assets that necessarily take a substantial period of time to get
ready for their intended use or sale, are added to the cost of those assets, until such time as
the assets are substantially ready for their intended use or sale. Investment income earned
on the temporary investment of specific borrowings pending their expenditure on qualifying
assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are
incurred.
Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the
currency of the primary economic environment in which the entity operates (functional
currency). The functional currency of the Company is Singapore Dollars.
The consolidated financial statements of the Group are presented in Singapore Dollars. The
choice of presentation currency is to better reflect the currency that mainly determines
economic effects of transactions, events and conditions of the Group.
Conversion of foreign currencies
Transactions and balances
Transactions in a currency other than the functional currency (foreign currency) are
translated into the functional currency using the exchange rates at the dates of the
transactions. Currency translation differences resulting from the settlement of such
transactions and from the translation of monetary assets and liabilities denominated in
foreign currencies at the closing rates at the reporting date are recognised in profit or loss.
Non-monetary items measured at fair values in foreign currencies are translated using the
exchange rates at the date when the fair values are determined.

A-33

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
4

Subsidiaries
Acquisitions of subsidiaries
On 11 February 2014, the Company issued 25,894,737 new shares to the shareholders of
Behs Clinic for Women Pte. Ltd., ST Surgery Pte. Ltd. and Choo Wan Ling Womens Clinic
Pte. Ltd. (collectively hereinafter referred to as the Subsidiaries) for total purchase
consideration amounting to S$3,065,808 to acquire 100 per cent equity interests in these
entities. The purchase considerations were arrived at on a willing-buyer, willing-seller basis.
The Company engaged an independent professional valuer to perform a valuation of the fair
value of the identifiable assets and liabilities of the Subsidiaries as at 1 January 2014. The
fair value acquired approximated their book value. There were no intangible assets identified
which were previously not recorded in the subsidiary, after a purchase price allocation
exercise had been performed. Pursuant to the purchase price allocation exercise, the Group
recognised a goodwill arising on consolidation of S$842,295 at 1 January 2014.
The acquisition of the Subsidiaries is expected to increase the business synergies and
increase the Groups market share of the industry.
The following summarises the major classes of consideration transferred, and the
recognised amounts of assets acquired and liabilities assumed at the acquisition date:
(a)

Consideration transferred
S$
Total consideration transferred satisfied by issuance of shares
by the Company

(b)

3,065,808

Fair value of identifiable assets acquired and liabilities assumed at acquisition


date
S$
Plant and equipment (Note 6)

8,625

Trade and other receivables

236,538

Cash and cash equivalents

2,506,686

Inventories

20,198

Trade and other payables

(304,772)

Finance leases

(11,889)

Current tax liabilities

(139,552)

Deferred income

(86,855)

Deferred tax liabilities (Note 14)

(5,466)

Total net identifiable assets

2,223,513

Goodwill

842,295

Purchase consideration

3,065,808

A-34

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
4

Subsidiaries (Contd)
Acquisitions of subsidiaries (Contd)
(c)

Effect on cash flows of the Group


S$

(d)

Cash and cash equivalents in subsidiary acquired

2,506,686

Net cash inflow on acquisition

2,506,686

Acquisition-related cost
The Group incurred acquisition-related costs relating to external legal fees and due
diligence costs amounting to S$850,692, of which S$706,448 have been included in
other operating expenses in the Groups statement of comprehensive income and
S$144,244 was charged against share capital as share issuance cost in the Groups
statement of changes in equity.

(e)

Revenue and profit contribution


The Subsidiaries contributed S$1,919,371 to Groups profit for the year ended 31
December 2014 with effect from 1 January 2014. The Subsidiaries assets and liabilities
at 31 December 2014 were S$2,945,118 and S$742,278 respectively.
Details of all the Groups wholly-owned subsidiaries are set out below:

Name

Country of
Principal activities incorporation

Percentage of interest held


31 December 31 December 31 December
2014
2013
2012
%

Heng Clinic for


Women Pte.
Ltd. (3)

Provision of
obstetrical and
gynaecological
services

Singapore

100

K W Lee Clinic
& Surgery for
Women Pte.
Ltd. (3)

Provision of
obstetrical and
gynaecological
services

Singapore

100

Behs Clinic for


Womens Pte.
Ltd. (3)

Provision of
obstetrical and
gynaecological
services

Singapore

100

ST Surgery
Pte. Ltd. (1)

Specialised medical Singapore


services

100

A-35

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
4

Subsidiaries (Contd)
Acquisitions of subsidiaries (Contd)
(e)

Revenue and profit contribution (Contd)


Country of
Principal activities incorporation

Name

Percentage of interest held


31 December 31 December 31 December
2014
2013
2012
%

SOG-Radhika
Breast and
General
Surgicare
Pte. Ltd. (2)(3)

Provision of
obstetrical and
gynaecological
services

Singapore

100

SOG-Cindy Pang
Clinic for
Women
Pte. Ltd. (2)(4)

Provision of
obstetrical and
gynaecological
services

Singapore

100

(1)

ST Surgery Pte. Ltd. ceased its operation and commenced voluntary liquidation procedures in
September 2014, and is currently awaiting approval from the Singapore government.

(2)

SOG-Radhika Breast and General Surgicare Pte. Ltd. and SOG-Cindy Pang Clinic for Women Pte. Ltd.
were incorporated on 22 September 2014 and 20 October 2014, respectively.
As the financial effect of the incorporation is not significant to the Group, the relevant disclosures under
FRS 103 Business Combinations are not included in these combined financial statements.

(3)

Audited by Foo Kon Tan LLP

(4)

Not required to be audited under the laws and regulations of the country of incorporation.

Goodwill
2014
S$

2013
S$

2012
S$

Cost and carrying value


Goodwill
At beginning of year
Acquisition of subsidiaries (Note 4)

842,295

At end of year

842,295

Impairment tests for goodwill


As at 31 December 2014, the carrying amount of goodwill is attributable to the Groups
cash-generating unit (CGU) comprising Behs Clinic and Choo Wan Ling.
2014
S$

A-36

2013
S$

2012
S$

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
5

Goodwill (Contd)
Impairment tests for goodwill (Contd)

Choo Wan Ling


Dr Beh Suan Tiong

2014
S$

2013
S$

2012
S$

396,201
446,094

842,295

The recoverable amounts of these CGUs were determined based on value-in-use


calculations. The value-in-use calculation is a discounted cash flow model using cash flow
projections based on the most recent financial budgets prepared by management covering
the five-year period ending 2019. The terminal growth rates used for the CGUs do not exceed
managements expectation of the long term growth rate of the industry and country in which
the CGUs operates.
Cash flows beyond the five year period are extrapolated using the estimate rates stated
below:
Choo Wan Ling
%

Dr Beh
%

29

29

16

16

Gross margin (1)


Growth rate

(2)

Discount rate (3)


1

Budgeted gross margin

Weighted average growth rate used to extrapolate cash flows beyond the budget period.

Pre-tax discount rate applied to the pre-tax cash flow projections

These assumptions were used for the analysis of each CGU within the business segment.
Management determined budgeted gross margin based on past performance and its
expectations of the market developments. The weighted average growth rates used were
consistent with the forecasts included in industry reports. The discount rates used were
pre-tax and reflected specific risks relating to the relevant segments.
The Group believes that any reasonably possible changes in the above key assumptions
applied are not likely to materially cause the recoverable amounts to be lower than its
carrying amounts.
The recoverable amounts have been estimated to be higher than the carrying amounts of the
CGUs, and no impairment is required.

A-37

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
6

Plant and equipment


Office
equipment

Furniture
and fittings

Medical
equipment

S$

S$

S$

At 1 January 2012

25,621

73,915

211,470

21,250

332,256

Additions

12,758

22,076

132,995

115,810

6,127

289,766

At 31 December 2012

38,379

95,991

344,465

137,060

6,127

622,022

Additions

10,946

22,292

87,548

170,522

11,757

49,325

118,283

307,582

17,884

Renovation Computer
S$

S$

Total
S$

Cost

Disposal
At 31 December 2013

(108,000)
324,013

303,065
(108,000)
817,087

Business combination (Note 4)

3,438

754

20

3,939

474

8,625

Additions

5,040

2,193

266,548

72,830

27,880

374,492

Write-off

(25,150)

(82,299)

(35,811)

(5,755)

Reclassification

(13,405)

At 31 December 2014

(149,016)

13,405

19,248

38,931

554,770

378,596

59,643

1,051,188

17,536

73,915

121,973

21,251

234,675

4,009

938

37,229

31,830

6,127

80,133

21,545

74,853

159,202

53,081

6,127

314,808

5,890

6,943

58,014

43,725

11,757

126,329

27,435

81,796

186,616

96,806

17,884

410,537

8,599

9,763

65,811

84,601

19,160

187,934

(25,034)

(82,083)

(35,795)

(5,754)

Accumulated depreciation
At 1 January 2012
Depreciation for the year
At 31 December 2012
Depreciation for the year
Disposal
At 31 December 2013
Depreciation for the year
Write-off
Reclassification

(30,600)

(148,666)

6,827

4,173

9,476

216,632

175,653

43,871

449,805

At 31 December 2012

16,834

21,138

185,263

83,979

307,214

At 31 December 2013

21,890

36,487

137,397

210,776

406,550

At 31 December 2014

15,075

29,455

338,138

202,943

15,772

601,383

At 31 December 2014

(6,827)

(30,600)

Net book value

As at 31 December 2014, medical equipment with a net book value of S$Nil (2013: S$Nil and
2012: S$95,400) was acquired under finance leases (Note 15).

A-38

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
7

Inventories

Pharmacy supplies

2014
S$

2013
S$

2012
S$

204,860

219,013

162,205

Inventories recognised as an expense in cost of sales amounted to S$811,931 (2013


S$954,718 and 2012 S$692,064).
There were no write-down in value of inventories and no write-off of inventories during the
financial years ended 31 December 2012, 2013 and 2014.
8

Trade and other receivables


2014
S$
1,364,595

Trade receivables
Allowance for doubtful trade receivables
At 1 January
Business combination
Allowance for the year
Allowance utilised
At 31 December

2013
S$
528,578

2012
S$
415,629

(64,894)
(18,533)

64,894

(64,894)

(18,533)

(64,894)

Net trade receivables


Amount due from employee (non-trade)
Amounts due from directors (non-trade)
Deposits
Other receivables

1,346,062

186,395
15,523

463,684
75,000

34,437
21,369

415,629
75,000
161,770
118,792
13,386

Loans and receivables


Prepayments

1,547,980
383,504

594,490
797,212

784,577
18,462

1,931,484

1,391,702

803,039

An aging analysis of trade receivables at the reporting date is as follows:


2014
S$
Not past due
Past due more than 1 month but less than
2 months
Past due more than 2 months

A-39

2013
S$

2012
S$

372,373

308,085

269,220

400,185
573,504

20,626
134,973

46,358
100,051

1,346,062

463,684

415,629

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
8

Trade and other receivables (Contd)


Trade receivables relate to the collection of doctors professional fees to be paid by the
respective hospitals in Singapore. The Group generally extends between 30-day and 60-day
credit terms. No interest is charged on outstanding balances. The Group actively reviews the
trade receivable balances and follows up on outstanding debts with the hospitals.
The impaired receivables relate to those with recoverability issue. Except as provided above
and based on historical default rates, the Group believes that no impairment allowance is
necessary in respect of trade receivables not past due or past due up to 30 days. These
receivables are mainly arising by customers that have a good credit record with the Group.
The non-trade amount due from employee of S$75,000 as at 31 December 2012, comprising
penalty for pre-mature termination of employment contract, is unsecured, interest-free and
repayable on demand. These were fully repaid in 2014.
The non-trade amounts due from directors of the Company of S$161,770 as at 31 December
2012, comprising advances, were unsecured, interest-free and repayable on demand. These
were fully repaid in March 2013.
Included in the prepayments are the following:
1.

prepayment of S$250,000 (2013 and 2012: S$Nil) for the total cost of acquisition of an
investment in a convertible bond in a third party.

2.

prepayment of costs incurred in relation to the proposed listing of S$Nil (2013:


S$796,192, 2012: S$Nil).

Bad debts written off directly in the profit or loss during the financial year ended 31 December
2014 amounted to S$103,799 (2013 and 2012: S$Nil).
Trade and other receivables are denominated in Singapore dollars. Refer to Note 25 for
details of credit risk exposure.
9

Cash and cash equivalents


2014
S$
Cash on hand

2013
S$

2012
S$

3,199

2,002

988

Cash at bank

10,272,915

6,407,179

4,578,896

Fixed deposits

1,000,000

11,276,114

6,409,181

4,579,884

Cash and cash equivalents are denominated in Singapore dollars.


The fixed deposit has an average maturity of 1 month (2013 Nil, 2012 Nil) from the end
of the financial year with the following weighted average effective interest rates of 1.12%.

A-40

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
10

Share capital
2014
2013
2012
Number of shares

2014
S$

2013
S$

2012
S$

Issued and fully paid, with


no par value
At 1 January
Issued under business
combinations
Share-based compensation
Share issuance cost (Note 4)
At 31 December

200

200

200

20

20

20

173,999,800

4,256,839

400,000

100,000

(144,244)

174,400,000

200

200

20

20

4,212,615

Prior to the Restructuring Exercise described in Note 2 and for the purpose of preparation of
the combined financial statements, the share capital as at 31 December 2012 represents the
issued share capital of the Company.
The Company was incorporated on 6 January 2011 as a private limited company with an
authorised share capital of S$20. On incorporation, 200 ordinary shares were issued as
subscriber shares for cash.
In 2014, the Company issued the following shares:
1.

148,105,063 new ordinary shares for an aggregate consideration of S$2,962,101 to


acquire two 100% owned subsidiaries, comprising Heng Clinic and K W Lee Clinic for
Women, in connection with the Restructuring Exercise as set out in Note 2.

2.

for the purchase of 100% equity interests in the new subsidiaries, the Company issued
25,894,737 new shares to the shareholders of Behs Clinic for Women Pte. Ltd., ST
Surgery Pte. Ltd. and Choo Wan Ling Womens Clinic Pte. Ltd. for a total consideration
of S$3,065,808 of which an amount of S$1,294,738 has been recognised as share
capital. The remaining amount of S$1,771,070, representing the excess of the fair value
of the purchase consideration over the nominal value of the share capital issued, has
been recognised in capital reserve (see Note 11).

3.

On 12 December 2014, the Company issued 400,000 new shares to Dr. Chua Weilyn
Natalie for a total consideration of S$100,000 as profit-sharing incentive.

Transaction costs of S$144,244 (2013 and 2012 S$Nil) related to the proposed initial public
offering of shares were deducted directly against the share capital.
The holders of ordinary shares are entitled to receive dividends as declared from time to time
and are entitled to one vote per share at meetings of the Company. All shares rank equally
with regard to the Companys residual assets.

A-41

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
11

Capital reserve
The capital reserve represents the difference between the fair value of the purchase
consideration paid by the Company and the net assets of Choo Wan Ling Womens Clinic
Pte. Ltd., ST Surgery Pte. Ltd. and Behs Clinic for Womens Pte. Ltd. acquired by the
Company during the financial year ended 31 December 2014.

12

Merger reserve
The merger reserve represents the difference between the consideration paid by the
Company and the net assets of K W Lee Clinic & Surgery for Women Pte. Ltd. and Heng
Clinic for Women Pte. Ltd. acquired by the Company.

13

Trade and other payables

13.1 Trade and other payables


2014
S$

2013
S$

2012
S$

Trade payables

525,214

174,289

97,043

Accrued operating expense

579,947

230,034

93,198

Amounts due to director (non-trade)

244,000

262,080

118,695

Other payables

400,390

111,378

139,182

1,749,551

777,781

448,118

Trade amounts due to directors, comprising advances and payable for the lease of a
subsidiarys office premise, are unsecured, interest-free and repayable on demand.
Trade payables have credit terms of 30 days (2013 30 days and 2012 30 days).
Trade and other payables are denominated in Singapore dollars. Please refer to Note 25 for
details of liquidity risk exposure.
13.2 Deferred revenue
2014
S$

2013
S$

2012
S$

279,076

308,340

9,969

Fees received, represented as:


Current liabilities

The Group offers Antenatal maternity package (the package) to patients which covers all
pregnancy-related consultations. Under the package, the patients pay an upfront package
fee; and the Company recognises the fee collected as deferred income which is amortised
over the patients remaining pregnancy period till the birth of the baby.

A-42

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
14

Deferred tax liabilities


2014
S$

2013
S$

2012
S$

At 1 January

7,249

20,855

7,855

Business combination (Note 4)

5,466

Recognised in profit or loss (Note 21)

(19)

At 31 December

12,696

(13,606)

13,000

7,249

20,855

Deferred tax liabilities comprised the following:


2014
S$

2013
S$

2012
S$

12,696

7,249

20,855

2014
S$

2013
S$

2012
S$

Due within one year or less

37,814

Due after one year but within five years

56,722

94,536

Less: Finance charges allocated to future


periods

(4,536)

Present value of minimum hire-purchase


payments

90,000

Due within one year or less

36,000

Due after one year but within five years

54,000

90,000

2.49

Plant and equipment


15

Finance leases

Minimum instalments payable:

Present value of minimum hire-purchase


payments:

Weighted average interest rate

In 2012, the Group leased two medical equipment from non-related parties under finance
leases. The lease agreements do not have renewal clauses but provide the Group with
options to purchase the leased assets at nominal values at the end of the lease term. The
finance lease obligations are secured by the underlying assets as disclosed in Note 6.

A-43

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
15

Finance leases (Contd)


The carrying amounts and fair values of finance lease liabilities are as follows:

2014 and 2013


Finance lease liabilities

2012
Finance lease liabilities
16

Carrying
amounts
$
90,000

Fair
values
$
88,408

2014
S$

2013
S$

2012
S$

13,546,906

8,641,700

8,116,481

2014
S$

2013
S$

2012
S$

Rental income

29,183

38,969

129,025

Government grant

96,888

25,143

5,000

8,880

10,612

2,433

10,340

145,563

66,545

144,365

2014
S$

2013
S$

2012
S$

Changes in inventories

183,259

(56,808)

54,477

Inventories used

628,672

1,011,526

637,587

Laboratory test and charges

417,965

183,304

416,960

Hospital facility charges

214,254

68,229

139,997

66,049

5,550

3,200

1,510,199

1,211,801

1,252,221

Other operating income

Sponsorship income
Sundry income

18

Fair
values
$

Revenue

Provision of obstetrical and gynaecological


services
17

Carrying
amounts
$

Consumables and medical supplies used

Others

A-44

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
19

Employee benefits expense


2014
S$

2013
S$

2012
S$

4,486,394

2,661,265

2,544,272

Share-based compensation

100,000

Contributions to defined contribution plans


including those directors of the Company

248,728

101,908

119,558

4,835,122

2,763,173

2,663,830

2014
S$

2013
S$

2012
S$

13,283

16,789

3,313

113,078

100,048

87,428

40,663

31,880

63,258

4,308

5,193

31,861

11,098

37,984

23,359

38,838

350

849,064

89,367

64,372

87,000

90,000

560,295

400,263

220,513

Profit-sharing attributable to former partners


in subsidiary

248,095

Impairment loss on trade receivables

64,894

Bad debts written off (trade)

103,799

Other expenses

309,179

54,588

81,165

2,119,003

887,479

838,843

Salary costs including those of directors


of the Company

20

Other operating expenses

Advertisement
Credit card charges
Entertainment expenses
General expenses
Loss on disposal of plant and equipment
Office supplies
Plant and equipment written off
Professional and legal fees
Audit fees
Operating lease expense

A-45

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
21

Income tax expense


2014
S$

2013
S$

2012
S$

792,168

615,657

412,730

Current tax expense


Current year
Overprovision of current taxation in respect
of prior years

(833)
791,335

(1,874)

613,783

412,730

(13,606)

13,000

600,177

425,730

Deferred tax expense


Origination and reversal of temporary
differences (Note 14)

(19)
791,316

The tax expense on the results of the financial year varies from the amount of income tax
determined by applying the Singapore statutory rate of income tax on profits as a result of
the following:

Profit before taxation


Tax at statutory rate of 17% (2013 17%
and 2012 17%)

2014
S$

2013
S$

2012
S$

5,039,366

3,720,332

3,426,355

856,692

632,456

582,480

Tax effect on non-taxable income

(4,638)

(4,274)

Tax effect on non-deductible expenses

23,574

34,400

Effect of partial tax exemption and tax relief

(335,957)

(151,330)

Overprovision of current taxation in respect


of prior years

(833)

(1,874)

(26,317)

252,478

117,116

791,316

600,177

425,730

Utilisation of deferred tax assets on


temporary differences not recognised in
previous years
Deferred tax assets on temporary
differences not recognised

A-46

4,804
(161,554)

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
21

Income tax expense (Contd)


Deferred tax assets have not been recognised in respect of the following items because it is
not probable that future taxable profit will be available against which the Group can utilise the
benefits therefrom:

The Group

2014
S$

Deductible temporary differences


Tax losses

2013
S$

2012
S$

688,918

688,918

1,485,164

2,174,082

688,918

The unabsorbed losses is subject to the agreement and compliance with the relevant rules
and procedures of the Inland Revenue Authority of Singapore. The deductible temporary
differences do not expire under current tax legislation.
22

Earnings per share


2014
S$
Profit attributable to equity holders of
the Company (S$)
Pre-invitation share capital
Basic and diluted earnings per share (S$)

2013
S$

2012
S$

4,248,050

3,120,155

3,000,625

174,400,000

200

200

0.02

15,601

15,003

0.02

0.02

0.02

For illustrative purposes (*)


(Based on 174,400,000 shares)
Basic and diluted earnings per share (S$)

Basic and diluted earnings per share per share for the years ended 31 December 2012, 2013
and 2014 have been computed by dividing the net profit by the ordinary shares issued and
outstanding at the end of each financial year.
The Company did not have any stock options or dilutive potential ordinary shares during the
years ended 31 December 2012, 2013 and 2014.
(*) Earnings per share is calculated based on the profit after tax for the years ended 31
December 2012 and 31 December 2013 based on 174,400,000 shares of the Company for
illustrative purposes only.

A-47

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
23

Significant related party transactions

(a)

Other than as disclosed elsewhere in the financial information, significant transactions with
related parties are as follows:
2014
S$

2013
S$

2012
S$

Rental expenses paid/payable to Lee and


Lee Clinic Pte Ltd #

251,218

216,000

216,000

Rental expenses paid/payable to Avesa


Pte Ltd #

120,000

120,000

120,000

Rental expense paid/payable to director

90,000

68,500

Rental income received/receivable from


Surgeons International Holdings Pte Ltd #

22,500

29,000

24,000

Transactions with shareholders cum


director

(b)

This relates to an entity in which a director cum shareholder has financial interest.

Key management personnel compensation

Salary costs
Share-based compensation
Contributions to defined contribution plans

24

2014
S$

2013
S$

2012
S$

3,304,531

1,620,622

1,660,000

100,000

86,635

36,284

34,315

3,491,166

1,656,906

1,694,315

Operating segments
No operating segment information has been prepared as the Group has only one reportable
segment related to provision of obstetrical and gynaecological services. No presentation of
geographical information has been presented as the Groups operations are only in
Singapore.

25

Financial risk management


The Group is exposed to financial risks arising from its operations. The key financial risks
include credit risk, liquidity risk and interest rate risk. The Groups overall risk management
programme focuses on the unpredictability of financial markets and seeks to minimise
adverse effects from the unpredictability of financial markets on the Groups financial
performance.

A-48

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
25

Financial risk management (Contd)


The Board of Directors is responsible for settling the objectives and underlying principles of
financial risk management for the Group, as well as establishing and reviewing the detailed
financial risk management policies for the Group.
Board of Directors has overall responsibility for the establishment and oversight of the
Groups risk management framework. The Groups risk management policies are established
to set out its overall business strategies, tolerance of risk and general risk management
philosophy. Risk management policies and systems are reviewed regularly to reflect changes
in market conditions and the Groups activities.
The carrying amounts of financial assets and financial liabilities at the reporting date by
categories are as follows:
2014
S$

The Group

2013
S$

2012
S$

1,547,980

594,490

784,577

11,276,114

6,409,181

4,579,884

12,824,094

7,003,671

5,364,461

1,749,551

777,781

448,118

90,000

1,749,551

777,781

538,118

Loans and receivable at amortised cost


Trade and other receivables, excluding
prepayments
Cash and bank balances

Financial liabilities at amortised cost


Trade and other payables, excluding
deferred revenue
Finance lease liabilities

Credit risk
Credit risk refers to the risk that counterparties may default on their contractual obligations
resulting in financial loss to the Group. The Groups exposure to credit risk arises primarily
from cash and bank deposits, and trade and other receivables. For trade receivables, the
Group adopts the practice of dealing only with those customers of appropriate credit history,
and obtaining sufficient security where appropriate to mitigate credit risk. The trade
receivables balance and payment profile of the customers are monitored on an ongoing basis
with the result that the Groups exposure to bad debts is not significant. For other financial
assets, the Group adopt the policy of dealing only with high credit quality counterparties.
Credit risk with respect to trade receivables is generally diversified due to the large number
of patients comprising the client base.

A-49

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
25

Financial risk management (Contd)


Credit risk (Contd)
The Group establishes an allowance for impairment that represents its estimate of incurred
losses in respect of trade and other receivables. The allowance account in respect of trade
and other receivables is used to record impairment losses unless the Group is satisfied that
no recovery of the amount owing is possible. At that point, the financial asset is considered
irrecoverable and the amount charged to the allowance account is written off against the
carrying amount of the impaired financial asset.
The maximum exposure to credit risk at the reporting date is the carrying value of each class
of financial assets as follows:
2014
S$

The Group

2013
S$

2012
S$

Financial assets
Trade and other receivables

1,547,980

594,490

784,577

Cash and cash equivalents

11,276,114

6,409,181

4,579,884

12,824,094

7,003,671

5,364,461

Cash is placed with financial institutions which are regulated and have good credit ratings.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in raising funds to meet
commitments associated with financial instruments that are settled by delivering cash or
another financial asset. Liquidity risk may result from an inability to sell a financial asset
quickly at close to its fair value.
The Groups exposure to liquidity risk arises primarily from mismatches of the maturities of
financial assets and liabilities. As part of its overall prudent liquidity management, the Group
maintains sufficient level of cash to meet its working capital requirement.

A-50

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
25

Financial risk management (Contd)


Liquidity risk (Contd)
The table below analyses the maturity profile of the Groups financial liabilities based on
contractual undiscounted cash flows.

Carrying
amount
S$

Contractual undiscounted
cash flows
Between
Less than
2 and 5
Total
1 year
years
S$
S$
S$

As at 31 December 2014
Trade and other payables

1,749,551

1,749,551

1,749,551

1,749,551

1,749,551

1,749,551

777,781

777,781

777,781

777,781

777,781

777,781

448,118

448,118

448,118

90,000

94,536

37,814

56,722

538,118

542,654

485,932

56,722

As at 31 December 2013
Trade and other payables

As at 31 December 2012
Trade and other payables
Finance lease liabilities

It is not expected that the cash flows included in the maturity analysis could occur
significantly earlier, or at significantly different amounts.
Market price risk
Market price risk is the risk that the fair value or future cash flows of the Groups financial
instruments will fluctuate because of changes in market prices.
The Group is not exposed to any movement in market price risk as it does not hold any
quoted or marketable financial instruments.
Foreign currency risk
Foreign currency risk is the risk that the value of a financial instrument will fluctuate due to
changes in foreign exchange rates. Currency risk arises when transactions are denominated
in foreign currencies.
The Group is not exposed to foreign currency risks because its transactions and related
financial assets and financial liabilities are mainly transacted in the respective functional
currencies of the Group entities which is the Singapore dollar.
A-51

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
25

Financial risk management (Contd)


Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Groups financial
instruments will fluctuate because of changes in market interest rates.
The Groups interest bearing financial liabilities related to finance lease arrangement are at
fixed rates.
The Group is not exposed to any cash flow risk as it does not have any monetary financial
instruments with variable interest rates.
Fair values of financial instruments
The carrying amounts of other financial assets and liabilities with a maturity of less than one
year (including trade and other receivables, cash and cash equivalents, finance lease
liabilities and trade and other payables) approximate their fair values because of the short
period to maturity.

26

Fair value measurement


Definition of fair value
FRSs define fair value as the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the measurement date.

27

Operating lease commitments

(A)

Where the Group is the lessee


At the end of the reporting year, the Group were committed to making the following rental
payments in respect of non-cancellable operating leases of office and clinic premises with an
original term of more than one year:

The Group

2014
S$

2013
S$

2012
S$

Within one year or less

735,216

564,379

559,858

Within two to five years

497,334

974,035

341,982

1,232,550

1,538,414

901,840

Operating leases expire between 16 February 2012 and 30 November 2017 at fixed rental.

A-52

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF


SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED 31 DECEMBER 2012, 2013 AND 2014
27

Operating lease commitments (Contd)

(B)

Where the Group is the lessor


At the end of reporting year, the Group had the following rental income under non-cancellable
lease for commercial premises with a term of more than one year:

The Group
Within one year or less
Within two to five years

28

2014
S$
30,000
12,500

2013
S$
10,000

2012
S$
24,000
10,000

42,500

10,000

34,000

Capital management
The Groups objectives when managing capital are:
(a)

To safeguard the Groups ability to continue as a going concern;

(b)

To support the Groups stability and growth;

(c)

To provide capital for the purpose of strengthening the Groups risk management
capability; and

(d)

To provide an adequate return to shareholders.

The Group actively and regularly reviews and manages its capital structure to ensure optimal
capital management and shareholder 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.
The Group currently does not adopt any formal dividend policy.
The Group is not subject to externally imposed capital requirements.
The Group monitors capital using Gearing Ratio, which is calculated using total liabilities
divided by total equity.

The Group
Total liabilities
Total equity
Gearing ratio
29

2014
S$

2013
S$

2012
S$

3,000,077

1,665,001

984,529

11,856,059

6,761,445

4,867,813

25.3%

24.6%

20.2%

Subsequent event
Subsequent to 31 December 2014, the Company approved the declaration of a final dividend
of 35% of net income amount of S$1,482,400 on 9 March 2015.

A-53

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APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL


INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR
THE FINANCIAL YEAR ENDED 31 DECEMBER 2014

Unaudited Pro Forma Combined Financial Information


Singapore O&G Ltd. and its subsidiaries
For the year ended 31 December 2014

B-1

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL


INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR
THE FINANCIAL YEAR ENDED 31 DECEMBER 2014
Contents
Page
Report on the unaudited pro forma combined financial information

B-3

Unaudited pro forma combined statement of financial position

B-5

Unaudited pro forma combined statement of changes in equity

B-6

Unaudited pro forma combined statement of cash flows

B-7

Notes to the unaudited pro forma combined financial information

B-8

B-2

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL


INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR
THE FINANCIAL YEAR ENDED 31 DECEMBER 2014
INDEPENDENT AND REPORTING AUDITORS REPORT
ON THE COMPILATION OF UNAUDITED PRO FORMA
COMBINED FINANCIAL INFORMATION OF SINGAPORE O&G LTD.
AND ITS SUBSIDIARIES
For the financial year ended 31 December 2014
[[] 2015]
The Board of Directors
Singapore O&G Ltd.
#01-80
34 Cassia Crescent
Singapore 390034
Report on the Unaudited Pro Forma Combined Financial Information
We report on the unaudited pro forma combined financial information set out in the prospectus
dated [o/s] 2015, which has been prepared, for illustrative purposes only and based on certain
assumptions and after making certain adjustments to show what the financial position and cash
flows of Singapore O&G Ltd. (the Company; formerly known as Singapore Medicine Specialists
Pte. Ltd.) and its subsidiaries (collectively, the Group) as at 31 December 2014 would have been
if the significant events as disclosed in Note 2 had occurred at the end of 31 December 2014.
The unaudited pro forma combined financial information, because of its nature, may not give a
true picture of the Groups actual financial position, results or cash flows of the Group.
The unaudited pro forma combined financial information is the responsibility of the directors of the
Company. Our responsibility is to express an opinion on the unaudited pro forma combined
financial information based on our work.
We carried out procedures in accordance with Singapore Statement of Auditing Practice 2,
Auditors and Public Offering Documents (SSAP 2). Our work, which involved no independent
examination of the underlying financial information, consisted primarily of comparing the
unaudited pro forma combined financial information to the Company and its subsidiaries financial
statements (or where information is not available in the Companys financial statements, to
accounting records), considering the evidence supporting the adjustments and discussing the
unaudited pro forma combined financial information with the directors of the Company.

B-3

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL


INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR
THE FINANCIAL YEAR ENDED 31 DECEMBER 2014
In our opinion,
(a)

(b)

the unaudited pro forma combined financial information has been properly prepared:
(i)

on the basis stated in Note 3; and

(ii)

in a manner consistent with the accounting policies of the Group.

each material adjustment made to the information used in the preparation of the unaudited
pro forma combined financial information is appropriate for the purpose of preparing such
financial information.

This report has been prepared solely for inclusion in the offering document of Singapore O&G Ltd.
in connection with the initial public offering of the ordinary shares of the Company on Catalist, the
sponsor-supervised listing platform of the Singapore Exchange Securities Trading Limited. Our
work has not been carried out in accordance with auditing, assurance or other standards and
practices and accordingly should not be relied upon as if it had been carried out in accordance
with those standards and practices. Therefore, this report is not appropriate in other jurisdictions
and should not be used or relied upon for any purpose other than the proposed public offering
described above. We accept no duty or responsibility to and deny any liability to any party in
respect of any use of, or reliance upon, this report other than the proposed public offering
described above.

Yours faithfully

Foo Kon Tan LLP


Public Accountants and
Chartered Accountants
Singapore

Robin Chin Sin Beng


Partner-in-charge

B-4

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL


INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR
THE FINANCIAL YEAR ENDED 31 DECEMBER 2014
Unaudited Pro Forma
Combined Statement of Financial Position
As at 31 December 2014
Unaudited
Pro forma
31 December 2014
S$
ASSETS
Non-current assets
Goodwill
Plant and equipment

842,295
601,383
1,443,678

Current assets
Inventories
Trade and other receivables
Cash and cash equivalents

204,860
1,931,484
9,793,714
11,930,058

Total assets

13,373,736

EQUITY AND LIABILITIES


Capital and reserves
Share capital
Capital reserve
Merger reserve
Retained earnings

4,212,615
1,771,070
(1,695,311)
6,085,285

Total equity

10,373,659

Non-current liabilities
Deferred tax liabilities

12,696
12,696

Current liabilities
Trade and other payables
Deferred revenue
Current tax liabilities

1,749,551
279,076
958,754
2,987,381

Total liabilities

3,000,077

Total equity and liabilities

13,373,736

The annexed notes form an integral part of and should be read in conjunction with
these unaudited pro forma combined financial information.
B-5

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL


INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR
THE FINANCIAL YEAR ENDED 31 DECEMBER 2014
Unaudited Pro Forma
Combined Statement of Changes in Equity
As at 31 December 2014
Share
capital
S$
At 1 January 2014
Profit for the year/
Total comprehensive income
for the year

Capital
reserve
S$

Merger
reserve
S$

Retained
earnings
S$

Total
S$

20

1,266,790

5,494,635

6,761,445

4,248,050

4,248,050

4,256,839

1,771,070

3,065,808

100,000

100,000

(144,244)

(144,244)

Transactions with owners of


the Company, recognised
directly in equity

Contributions by and
distributions to owners of the
Company
Issue of ordinary shares related
to business combination
Share-based compensation
Share issuance cost

(2,962,101)

Dividends paid to shareholders

(2,175,000) (2,175,000)

2014 one-tier final dividend


(tax exempt) of S$0.0085
per share

(1,482,400) (1,482,400)

4,212,595

1,771,070

(2,962,101) (3,657,400)

4,212,615

1,771,070

(1,695,311)

At 31 December 2014

6,085,285

(635,836)
10,373,659

The annexed notes form an integral part of and should be read in conjunction with
these unaudited pro forma combined financial information.
B-6

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL


INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR
THE FINANCIAL YEAR ENDED 31 DECEMBER 2014
Unaudited Pro Forma
Combined Statement of Cash Flows
For the financial year ended 31 December 2014
2014
S$
Cash Flows from Operating Activities
Profit before taxation
Adjustments for:
Depreciation of plant and equipment
Share-based compensation
Plant and equipment written-off
Interest expense
Interest income

5,039,366
187,934
100,000
350
999
(154)

Operating profit before working capital changes


Changes in inventories
Changes in trade and other receivables
Changes in trade and other payables

5,328,495
34,352
(447,487)
550,880

Cash generated from operation


Income taxes paid

5,466,240
(543,767)

Net cash generated from operating activities

4,922,473

Cash Flows from Investing Activities


Acquisition of subsidiaries, net of cash acquired
Purchase of plant and equipment
Interest received

2,506,686
(374,492)
154

Net cash generated from investing activities

2,132,348

Cash Flows from Financing Activities


Repayment of finance leases
Dividend paid
Interest paid

(11,889)
(3,657,400)
(999)

Net cash used in financing activities

(3,670,288)

Net increase in cash and cash equivalents


Cash and cash equivalents at beginning of year

3,384,533
6,409,181

Cash and cash equivalents at end of year

9,793,714

The annexed notes form an integral part of and should be read in conjunction with
these unaudited pro forma combined financial information.
B-7

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL


INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR
THE FINANCIAL YEAR ENDED 31 DECEMBER 2014
Notes to the Unaudited Pro Forma Combined Financial Information
For the financial year ended 31 December 2014
1

Corporate information
In connection with the proposed listing of Singapore O&G Ltd. (the Company) on the
Catalist of Singapore Exchange Securities Trading Limited, the directors of the Company
have prepared, for illustrative purposes, the unaudited pro forma combined financial
information of the Company and its subsidiaries (the Pro Forma SOG Group) in accordance
with the basis set out in Note 3 below for inclusion in the offer document (the Offer
Document) of the Company.
The unaudited pro forma combined financial information should be read in conjunction with
the audited combined financial statements of the Company and its subsidiaries (collectively
the Group) for the financial years ended 31 December 2012, 2013 and 2014.
The Company was incorporated on 6 January 2011 as an exempt private limited company
under the name of Singapore Medicine Specialists Pte. Ltd.
The Company was incorporated for the purpose of a group restructuring (the Restructuring
Exercise) to acquire the existing shares of Heng Clinic for Women Pte. Ltd and K W Lee
Clinic & Surgery for Women Pte. Ltd. pursuant to the Restructuring Exercise as disclosed in
Note 2. On 26 August 2011, the Company changed its name to Singapore O&G Pte. Ltd. and
on [[] 2015], the Company was converted into a public limited company and changed its
name to Singapore O&G Ltd.
The Companys registered office and principal place of business is at #01-80, 34 Cassia
Crescent Singapore 390034.
The principal activities of the Company are those of an investment holding company and
provision of specialised medical services.

Significant events
Please refer to Note 2 in Audited Combined Financial Statements of Singapore O&G Ltd. and
its subsidiaries for the financial years ended 31 December 2012, 2013 and 2014.

Basis of preparation of the unaudited pro forma combined financial information


The unaudited pro forma combined financial information of the Pro Forma SOG Group has
been prepared for illustrative purposes only, and based on certain assumption and after
making certain adjustment to show what the financial position and cash flows of the Pro
Forma SOG Group for the financial year ended 31 December 2014 would have been if the
final dividend of 35% of net income amount of S$1,482,400 had been paid during the
financial year ended 31 December 2014.
The unaudited pro forma combined financial information, because of its nature, may not give
a true picture of the Groups actual financial position, results or cash flows of the Group.
A summary of the material adjustments made to arrive at the unaudited pro forma combined
financial information is set out below.
The annexed notes form an integral part of and should be read in conjunction with
these unaudited pro forma combined financial information.
B-8

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL


INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR
THE FINANCIAL YEAR ENDED 31 DECEMBER 2014
Unaudited Pro Forma Combined Statement of Financial Position
As at 31 December 2014
Audited
31 December 2014
S$
ASSETS
Non-current assets
Goodwill
Plant and equipment

Current assets
Inventories
Trade and other receivables
Cash and cash equivalents

Pro Forma
Adjustments
S$

Pro forma
31 December 2014
S$

842,295
601,383

842,295
601,383

1,443,678

1,443,678

204,860
1,931,484
11,276,114

(1,482,400)

204,860
1,931,484
9,793,714

13,412,458

(1,482,400)

11,930,058

Total assets

14,856,136

(1,482,400)

13,373,736

EQUITY AND LIABILITIES


Capital and reserves
Share capital
Capital reserve
Merger reserve
Retained earnings

4,212,615
1,771,070
(1,695,311)
7,567,685

(1,482,400)

4,212,615
1,771,070
(1,695,311)
6,085,285

Total equity

11,856,059

(1,482,400)

10,373,659

Non-current liabilities
Deferred tax liabilities

Current liabilities
Trade and other payables
Deferred revenue
Current tax liabilities

Total liabilities
Total equity and liabilities

12,696

12,696

12,696

12,696

1,749,551
279,076
958,754

1,749,551
279,076
958,754

2,987,381

2,987,381

3,000,077

3,000,077

14,856,136

(1,482,400)

13,373,736

The annexed notes form an integral part of and should be read in conjunction with
these unaudited pro forma combined financial information.
B-9

APPENDIX B UNAUDITED PRO FORMA COMBINED FINANCIAL


INFORMATION OF SINGAPORE O&G LTD. AND ITS SUBSIDIARIES FOR
THE FINANCIAL YEAR ENDED 31 DECEMBER 2014
Unaudited Pro Forma Combined Statement of Cash Flows
For the financial year ended 31 December 2014
Audited
31 December 2014
S$
Cash Flows from Operating Activities
Profit before taxation
Adjustments for:
Depreciation of plant and equipment
Share-based compensation
Plant and equipment written-off
Interest expense
Interest income

5,039,366

Pro Forma
Adjustments
S$

Pro forma
31 December 2014
S$
5,039,366

187,934
100,000
350
999
(154)

187,934
100,000
350
999
(154)

Operating profit before working


capital changes
Changes in inventories
Changes in trade and other receivables
Changes in trade and other payables

5,328,495
34,352
(447,487)
550,880

5,328,495
34,352
(447,487)
550,880

Cash generated from operation


Income taxes paid

5,466,240
(543,767)

5,466,240
(543,767)

Net cash generated from operating


activities

4,922,473

4,922,473

Cash Flows from Investing Activities


Acquisition of subsidiaries, net of cash
acquired
Purchase of plant and equipment
Interest received

2,506,686
(374,492)
154

2,506,686
(374,492)
154

Net cash generated from


investing activities

2,132,348

2,132,348

Cash Flows from Financing Activities


Repayment of finance leases
Dividend paid
Interest paid

(11,889)
(2,175,000)
(999)

(1,482,400)

(11,889)
(3,657,400)
(999)

Net cash used in financing activities

(2,187,888)

(1,482,400)

(3,670,288)

4,866,933

(1,482,400)

3,384,533

Net increase in cash and cash


equivalents
Cash and cash equivalents at beginning
of year
Cash and cash equivalents at end
of year

6,409,181
11,276,114

(1,482,400)

6,409,181
9,793,714

The annexed notes form an integral part of and should be read in conjunction with
these unaudited pro forma combined financial information.
B-10

APPENDIX C DESCRIPTION OF ORDINARY SHARES


The following statements are brief summaries of the rights and privileges of Shareholders
conferred by the laws of Singapore and the Articles of our Company. These statements summarise
the material provisions of the Articles but are qualified in entirety by reference to the Articles.
Ordinary Shares
There are no founders, management, deferred or unissued shares reserved for issue for any
purpose. We have only one (1) class of shares, namely, our ordinary shares which have identical
rights in all respects and rank equally with one another. All of the ordinary shares are in registered
form. Our Company may, subject to the provisions of the Companies Act and the rules of the
SGX-ST, purchase its Shares. However, it may not, except in circumstances permitted by the
Companies Act, grant any financial assistance for the acquisition or proposed acquisition of its
own Shares.
New Shares
New Shares may only be issued with the prior approval in a general meeting of our Shareholders.
The aggregate number of Shares to be issued pursuant to such approval may not exceed 100%
(or such other limit as may be prescribed by the SGX-ST) of our issued share capital for the time
being, of which the aggregate number of shares to be issued other than on a pro-rata basis to our
Shareholders shall not exceed 50% (or such other limit as may be prescribed by the SGX-ST) of
our issued share capital for the time being (the percentage of issued share capital being based on
our issued Shares at the time such authority is given after adjusting for new Shares arising from
the conversion of convertible securities or employee share options on issue at the time such
authority is given and any subsequent consolidation or sub-division of Shares). The approval, if
granted, will lapse at the conclusion of the annual general meeting following the date on which the
approval was granted or the date by which the annual general meeting is required by law to be
held, whichever is the earlier but any approval may be previously revoked or varied by our
Company in general meeting. Subject to the foregoing, the provisions of the Companies Act and
any special rights attached to any class of shares currently issued, all new Shares are under the
control of our Board who may allot and issue the same with such rights and restrictions as it may
think fit.
Shareholders
Only persons who are registered in the register of Shareholders of our Company and, in cases in
which the person so registered is CDP, the persons named as the Depositors in the Depository
Register maintained by CDP for the Shares, are recognised as our Shareholders. Our Company
will not, except as required by law, recognise any equitable, contingent, future or partial interest
in any Share or other rights for any Share other than the absolute right thereto of the registered
holder of that Share or of the person whose name is entered in the Depository Register for that
Share. Our Company may close the register of Shareholders for any time or times if it provides
ACRA with at least fourteen (14) days notice and the SGX-ST at least ten (10) clear market days
notice. However, the register of Shareholders may not be closed for more than 30 days in
aggregate in any calendar year. Our Company typically closes the register of Shareholders to
determine Shareholders entitlement to receive dividends and other distributions.
Transfer of Shares
There is no restriction on the transfer of fully paid Shares except where required by law or the
Listing Manual or the rules or by-laws of any stock exchange on which our Company is listed. Our
Board may decline to register any transfer of Shares which are not fully paid Shares, or Shares
on which our Company has a lien. Our Shares may be transferred by a duly signed instrument of
transfer in a form approved by the SGX-ST or any stock exchange on which our Company is listed.
C-1

APPENDIX C DESCRIPTION OF ORDINARY SHARES


Our Board may also decline to register any instrument of transfer unless, among other things, it
has been duly stamped and is presented for registration together with the share certificate and
such other evidence of title as it may require. Our Company will replace lost or destroyed
certificates for Shares if it is properly notified and if the applicant pays a fee which will not exceed
S$2 and furnishes any evidence and indemnity that our Board may require.
General Meetings of Shareholders
Our Company is required to hold an AGM every year. Our Board may convene an EGM whenever
it thinks fit and must do so if Shareholders representing not less than 10% of the total voting rights
of all Shareholders request in writing that such a meeting be held. In addition, two (2) or more
Shareholders holding not less than 10% of the issued share capital of our Company (excluding
treasury shares) may call a meeting. Unless otherwise required by law or by our Articles, voting
at general meetings is by ordinary resolution, requiring an affirmative vote of a simple majority of
the votes cast at that meeting. An ordinary resolution suffices, for example, for the appointment
of directors. A special resolution, requiring the affirmative vote of at least 75% of the votes cast
at the meeting, is necessary for certain matters under Singapore law, including voluntary winding
up, amendments to the Memorandum of Association and our Articles, a change of the corporate
name and a reduction in the share capital. Our Company must give at least 21 days notice in
writing for every general meeting convened for the purpose of passing a special resolution.
Ordinary resolutions generally require at least fourteen (14) days notice in writing. The notice
must be given to every Shareholder who has supplied our Company with an address in Singapore
for the giving of notices and must set forth the place, the day and the hour of the meeting and, in
the case of special business, the general nature of that business.
Voting Rights
A Shareholder is entitled to attend, speak and vote at any general meeting, in person or by proxy.
Proxies need not be a Shareholder. A person who holds ordinary shares through the SGX-ST
book-entry settlement system will only be entitled to vote at a general meeting as a Shareholder
if his name appears on the Depository Register maintained by CDP 48 hours before the general
meeting. Except as otherwise provided in our Articles, two (2) or more Shareholders must be
present in person or by proxy to constitute a quorum at any general meeting. Under the Articles,
on a show of hands, every Shareholder present in person and by proxy shall have one (1) vote,
and on a poll, every Shareholder present in person or by proxy shall have one (1) vote for each
Share which he holds or represents. A shareholder may appoint not more than two (2) proxies to
attend and vote at the same general meeting. A poll may be demanded in certain circumstances,
including by the chairman of the meeting or by any Shareholder or Shareholders present in person
or by proxy and representing not less than 10% of the total voting rights of all Shareholders having
the right to attend and vote at the meeting or by not less than five (5) Shareholders present in
person or by proxy and entitled to vote. In the case of an equality of vote, whether on a show of
hands or a poll, the chairman of the meeting shall be entitled to a casting vote.

C-2

APPENDIX C DESCRIPTION OF ORDINARY SHARES


Dividends
Our Company may, by ordinary resolution of our Shareholders, declare dividends at a general
meeting, but it may not pay dividends in excess of the amount recommended by our Board. Our
Company must pay all dividends out of its profits. Our Board may also declare an interim dividend
without the approval of our Shareholders. All dividends are paid pro-rata among our Shareholders
in proportion to the amount paid up on each Share, unless the rights attaching to an issue of any
Share provide otherwise. Unless otherwise directed, dividends are paid by cheque or warrant sent
through the post to each Shareholder at his registered address. Notwithstanding the foregoing,
the payment by our Company to CDP of any dividend payable to a Shareholder whose name is
entered in the Depository Register shall, to the extent of payment made to CDP, discharge our
Company from any liability to that Shareholder in respect of that payment.
Bonus and Rights Issues
Our Board may, with approval by our Shareholders at a general meeting, capitalise any reserves
or profits and distribute the same as bonus Shares credited as paid-up to our Shareholders in
proportion to their shareholdings. Our Board may also issue rights to take up additional Shares to
Shareholders in proportion to their shareholdings. Such rights are subject to any conditions
attached to such issue and the regulations of any stock exchange on which our Company is listed.
Take-overs
Under the Singapore Code on Take-overs and Mergers (Singapore Take-over Code), issued by
the Authority pursuant to section 321 of the SFA, any person acquiring an interest, either on his
own or together with parties acting in concert with him, in 30% or more of the voting Shares must
extend a take-over offer for the remaining voting Shares in accordance with the provisions of the
Singapore Take-over Code. In addition, a mandatory take-over offer is also required to be made
if a person holding, either on his own or together with parties acting in concert with him, between
30% and 50% of the voting rights acquires additional voting shares representing more than 1% of
the voting shares in any six (6) month period. Under the Singapore Take-over Code, the following
individuals and companies will be presumed to be persons acting in concert with each other
unless the contrary is established:
(a)

the following companies:


(i)

a company;

(ii)

the parent company of (i);

(iii) the subsidiaries of (i);


(iv) the fellow subsidiaries of (i);
(v)

the associated companies of (i), (ii), (iii) or (iv);

(vi) companies whose associated companies include any of (i), (ii), (iii), (iv) or (v); and
(vii) any person who has provided financial assistance (other than a bank in the ordinary
course of business) to any of the above for the purchase of voting rights;

C-3

APPENDIX C DESCRIPTION OF ORDINARY SHARES


(b)

a company with any of its directors (together with their close relatives, related trusts as well
as companies controlled by any of the directors, their close relatives and related trusts);

(c)

a company with any of its pension funds and employee share schemes;

(d)

a person with any investment company, unit trust or other fund whose investment such
person manages on a discretionary basis, but only in respect of the investment account
which such person manages;

(e)

a financial or other professional adviser, including a stockbroker, with its customer in respect
of the shareholdings of:
(i)

the adviser and persons controlling, controlled by or under the same control as the
adviser; and

(ii)

all the funds which the adviser manages on a discretionary basis, where the
shareholdings of the adviser and any of those funds in the customer total 10% or more
of the customers equity share capital;

(f)

directors of a company (together with their close relatives, related trusts and companies
controlled by any of such directors, their close relatives and related trusts) which is subject
to an offer or where the directors have reason to believe a bona fide offer for their company
may be imminent;

(g)

partners; and

(h)

the following persons and entities:


(i)

an individual;

(ii)

the close relatives of (i);

(iii) the related trusts of (i);


(iv) any person who is accustomed to act in accordance with the instructions of (i);
(v)

companies controlled by any of (i), (ii), (iii) or (iv); and

(vi) any person who has provided financial assistance (other than a bank in the ordinary
course of business) to any of the above for the purchase of voting rights.
Under the Singapore Take-over Code, a mandatory offer made with consideration other than cash
must be accompanied by a cash alternative at not less than the highest price paid by the offeror
or any person acting in concert within the preceding six (6) months.
Liquidation or Other Return of Capital
If our Company is liquidated or in the event of any other return of capital, holders of Shares will
be entitled to participate in any surplus assets in proportion to their shareholdings, subject to any
special rights attaching to any other class of shares.

C-4

APPENDIX C DESCRIPTION OF ORDINARY SHARES


Indemnity
As permitted by Singapore law, our Articles provide that, subject to the Companies Act, our Board
and officers shall be entitled to be indemnified by our Company against any liability incurred in
defending any proceedings, whether civil or criminal, which relate to anything done or omitted to
have been done as an officer, director or employee and in which judgment is given in their favour
or in which they are acquitted or in connection with any application under any statute for relief from
liability in respect thereof in which relief is granted by the court. Our Company may not indemnify
our Directors and officers against any liability which by law would otherwise attach to them in
respect of any negligence, default, breach of duty or breach of trust of which they may be guilty
in relation to our Company.
Limitations on Rights to Hold or Vote Shares
Except as described in Voting Rights and Take-overs above, there are no limitations imposed
by Singapore law or by our Articles on the rights of non-resident Shareholders to hold or vote in
respect of our Shares.
Minority Rights
The rights of minority Shareholders of Singapore-incorporated companies are protected under
Section 216 of the Companies Act, which gives the Singapore courts a general power to make any
order, upon application by any Shareholder of our Company, as they think fit to remedy any of the
following situations:
(a)

our affairs are being conducted or the powers of our Board are being exercised in a manner
oppressive to, or in disregard of the interests of, one (1) or more of our Shareholders; or

(b)

we take an action, or threaten to take an action, or our Shareholders pass a resolution, or


propose to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial
to, one (1) or more of our Shareholders, including the applicant.

Singapore courts have wide discretion as to the reliefs they may grant and those reliefs are in no
way limited to those listed in the Companies Act itself. Without prejudice to the foregoing,
Singapore courts may:
(a)

direct or prohibit any act or cancel or vary any transaction or resolution;

(b)

regulate the conduct of our affairs in the future;

(c)

authorise civil proceedings to be brought in the name of, or on behalf of, our Company by a
person or persons and on such terms as the court may direct;

(d)

provide for the purchase of a minority Shareholders shares by our other Shareholders or by
us and, in the case of a purchase of Shares by us, a corresponding reduction of our share
capital;

(e)

provide that our Memorandum of Association or our Articles be amended; or

(f)

provide that we be wound up.

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APPENDIX D SUMMARY OF SELECTED ARTICLES OF


ASSOCIATION OF OUR COMPANY
The discussion below provides a summary of the principal objects of our Company as set out in
our Articles. This discussion is only a summary and is qualified by reference to our Articles.
1.

Directors
(a)

Ability of interested directors to vote


A director shall not vote in respect of any contract, proposed contract or arrangement
or any other proposal in which he has any personal material interest, and he shall not
be counted in the quorum present at the meeting.

(b)

Remuneration
Fees payable to Non-executive Directors shall be a fixed sum (not being a commission
on or a percentage of profits or turnover of the Company) as shall from time to time be
determined by the Company in general meeting. Fees payable to Directors shall not be
increased except at a general meeting convened by a notice specifying the intention to
propose such increase.
Any Director who holds any executive office, or who serves on any committee of the
Directors, or who performs services outside the ordinary duties of a Director, may be
paid extra remuneration by way of salary or otherwise (not being a commission or
percentage of turnover by the company), as the Directors may determine.
The remuneration of a Managing Director, Chief Executive Officer, Deputy Chief
Executive Officer, President, Vice-President or persons holding equivalent positions
shall be fixed by the directors and may be by way of salary or commission or
participation in profits or by any or all of these modes but shall not be by a commission
on or a percentage of turnover.
The Directors shall have power to pay pensions or other retirement, superannuation,
death or disability benefits to (or to any person in respect of) any Director for the time
being holding any executive office and for the purpose of providing any such pension or
other benefits, to contribute to any scheme or fund or to pay premiums.
The Directors shall not vote in respect of any contract or proposed contract or
arrangement or any other proposal whatsoever in which he has any personal material
interest, directly or indirectly. A Director shall also not be counted in the quorum at a
meeting in relation to any resolution on which he is debarred from voting.

(c)

Borrowing
Subject to our Articles and to applicable laws, our Directors may exercise all the powers
of our Company to raise or borrow money, to mortgage or charge its undertaking,
property and uncalled capital, and to secure any debt, liability or obligation of our
Company.

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APPENDIX D SUMMARY OF SELECTED ARTICLES OF


ASSOCIATION OF OUR COMPANY
(d)

Retirement age limit


There is no retirement age limit for Directors under our Articles. Section 153(1) of the
Companies Act however, provides that no person of or over the age of 70 years shall
be appointed a director of a public company, unless he is appointed or re-appointed as
a director of the company or authorised to continue in office as a director of the
company by way of an ordinary resolution passed at an annual general meeting of the
company.

(e)

Shareholding qualification
There is no shareholding qualification for Directors in the Articles of the Company.

2.

Share rights and restrictions


Our Company currently has one class of shares, namely, ordinary shares. Only persons who
are registered on our register of shareholders and in cases in which the person so registered
is CDP, the persons named as the depositors in the depository register maintained by CDP
for the ordinary shares, are recognised as our shareholders.
(a)

Dividends and distribution


We may, by ordinary resolution of our shareholders, declare dividends at a general
meeting, but we shall not pay dividends in excess of the amount recommended by our
Board of Directors. We must pay all dividends out of our profits; however, we may
capitalise any sum standing to the credit of any of our Companys reserve accounts or
other distributable reserve or any sum standing to the credit of profit and loss account
and apply it to pay dividends, if such dividends are satisfied by the issue of shares to
our shareholders. All dividends are paid pro-rata amongst our shareholders in
proportion to the amount paid up on each shareholders ordinary shares, unless the
rights attaching to an issue of any ordinary share provide otherwise. Unless otherwise
directed, dividends are paid by cheque or warrant sent through the post to each
shareholder at his registered address. Notwithstanding the foregoing, the payment by
us to CDP of any dividend payable to a shareholder whose name is entered in the
depository register shall, to the extent of payment made to CDP, discharge us from any
liability to that shareholder in respect of that payment.
The payment by the Directors of any unclaimed dividends or other moneys payable on
or in respect of a share into a separate account shall not constitute the Company a
trustee in respect thereof. All dividends unclaimed after being declared may be invested
or otherwise made use of by the Directors for the benefit of the Company. Any dividend
unclaimed after a period of six (6) years after having been declared may be forfeited
and shall revert to the Company but the Directors may thereafter at their discretion
annul any such forfeiture and pay the dividend so forfeited to the person entitled prior
to the forfeiture.
The Directors may retain any dividends or other moneys payable on or in respect of a
share on which our Company has a lien, and may apply the same in or towards
satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

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APPENDIX D SUMMARY OF SELECTED ARTICLES OF


ASSOCIATION OF OUR COMPANY
(b)

Voting rights
A holder of our ordinary shares is entitled to attend, speak and vote at any general
meeting, in person or by proxy. Proxies need not be a shareholder. A person who holds
ordinary shares through the SGX-ST book-entry settlement system will only be entitled
to vote at a general meeting as a shareholder if his name appears on the depository
register maintained by CDP 48 hours before the general meeting. Except as otherwise
provided in our Articles, two (2) or more shareholders must be present in person or by
proxy to constitute a quorum at any general meeting. Under our Articles, on a show of
hands, every shareholder present in person and by proxy shall have one vote, and on
a poll, every shareholder present in person or by proxy shall have one vote for each
ordinary share which he holds or presents. A shareholder may appoint not more than
two (2) proxies to attend and vote at the same general meeting. A poll may be
demanded in certain circumstances, including by the Chairman of the meeting or by any
shareholder present in person or by proxy and representing not less than 10% of the
total voting rights of all shareholders having the right to attend and vote at the meeting
or by any five (5) shareholders present in person or by proxy and entitled to vote. In the
case of a tie vote, whether on a show of hands or a poll, the Chairman of the meeting
shall be entitled to a casting vote.

3.

Change in capital
Changes in the capital structure of our Company (for example, an increase, consolidation,
cancellation, sub-division or conversion of our share capital) require shareholders to pass an
ordinary resolution. Ordinary resolutions generally require at least fourteen (14) days notice
in writing. The notice must be given to each of our shareholders who have supplied us with
an address in Singapore for the giving of notices and must set forth the place, the day and
the hour of the meeting. However, we are required to obtain our Shareholders approval by
way of a special resolution for any reduction of our share capital or other undistributable
reserve, subject to the conditions prescribed by law.

4.

Variation of rights of existing shares or classes of shares


Subject to the Companies Act, whenever the share capital of the Company is divided into
different classes of shares, the special rights attached to any class may be varied or
abrogated either with the consent in writing of the holders of three-quarters of the total voting
rights of the issued shares of the class or with the sanction of a special resolution passed at
a separate general meeting of the holders of the shares of the class. To every such separate
general meeting the provisions of our Articles relating to general meetings of the Company
and to the proceedings thereat shall mutatis mutandis apply, except that the necessary
quorum shall be two persons at least holding or representing by proxy at least one-third of
the total voting rights of the issued shares of the class, and that any holder of shares of the
class present in person or by proxy may demand a poll and that every such holder shall on
a poll have one vote for every share of the class held by him, provided always that where the
necessary majority for such a special resolution is not obtained at such general meeting,
consent in writing if obtained from the holders of three-quarters of the total voting rights of
the issued shares of the class concerned within two months of such general meeting shall be
as valid and effectual as a special resolution carried at such general meeting. These

D-3

APPENDIX D SUMMARY OF SELECTED ARTICLES OF


ASSOCIATION OF OUR COMPANY
provisions shall apply to the variation or abrogation of the special rights attached to some
only of the shares of any class as if each group of shares of the class differently treated
formed a separate class the special rights whereof are to be varied or abrogated.
The relevant Article does not impose more significant conditions than the Companies Act in
this regard.
5.

Limitations on foreign or non-resident shareholders


There are no limitations imposed by Singapore law or by our Articles on the rights of our
shareholders who are regarded as non-residents of Singapore, to hold or vote their shares.

D-4

APPENDIX E TAXATION
The summary below of certain taxes in Singapore that may be applicable to our operations in
Singapore are of a general nature. The summary is based on laws, regulations, interpretations,
rulings and decisions in effect as at the Latest Practicable Date. These laws, regulations,
interpretations, rulings and decisions, however, may change at any time, and any change could
be retrospective. These laws and regulations are also subject to various interpretations and the
relevant tax authorities or the courts could later disagree with the comments herein.
The summary is not intended to constitute a complete analysis of the taxes mentioned nor of all
the taxes that may be applicable to our operations in Singapore. It is not intended to be and does
not constitute legal or tax advice.
Shareholders should consult their own tax advisors regarding taxation in Singapore and
other consequences of owning and disposing of the Shares. It is emphasised that neither
the Company, the Directors nor any other persons involved in this Invitation accepts
responsibility for any tax effects or liabilities resulting from the subscription, purchase,
holding or disposal of our Shares.
Singapore Income Tax
Corporate Income Tax
Singapore imposes tax on a modified territorial basis i.e. income is subject to tax only when it is
accrued in or derived from Singapore (i.e. Singapore-sourced) and when it is received in
Singapore from outside Singapore (i.e. foreign-sourced income received or deemed received in
Singapore). This applies to both resident and non-resident companies.
A Singapore tax resident corporate taxpayer is subject to Singapore income tax on foreignsourced income received or deemed received in Singapore, unless otherwise exempted.
Foreign-sourced income in the form of branch profits, dividends and service fee income
(specified foreign income) received or deemed received in Singapore by a Singapore tax
resident company are exempted from Singapore tax provided that the following qualifying
conditions are met:
(a)

such income is subject to tax of a similar character to income tax under the law of the territory
from which such income is received;

(b)

at the time the income is received in Singapore, the highest rate of tax of a similar character
to income tax (by whatever name called) levied under the law of the territory from which the
income is received on any gains or profits from any trade or business carried on by any
company in that territory at that time is not less than 15%; and

(c)

the Comptroller of Income Tax (the Comptroller) is satisfied that the tax exemption would
be beneficial to the company.

A company is regarded as a tax resident in Singapore if the control and management of the
companys business is exercised in Singapore. In general, control and management of the
company is vested in its board of directors and the place of residence of the company is generally
where its directors meet.

E-1

APPENDIX E TAXATION
The prevailing corporate income tax rate in Singapore is 17% with the first S$300,000 of
chargeable income of a company being partially exempt from tax as follows:
(a)

75% of the first S$10,000 of chargeable income; and

(b)

50% of the next S$290,000 of chargeable income.

Individual Income tax


An individual taxpayer (both resident and non-resident) is subject to Singapore income tax on
income accrued in or derived from Singapore, subject to certain exceptions. Foreign-sourced
income received or deemed received by a Singapore tax resident individual is generally exempt
from income tax in Singapore except for such income received through a partnership in
Singapore. Certain Singapore-sourced investment income received or deemed received by
individuals is also exempt from tax.
Currently, a Singapore tax resident individual is subject to tax at the progressive rates, ranging
from 0% to 20%, after deductions of qualifying personal reliefs where applicable.
An individual is regarded as a tax resident in Singapore if in the calendar year preceding the year
of assessment, he was physically present in Singapore or exercised an employment in Singapore
(other than as a director of a company) for 183 days or more, or if he ordinarily resides in
Singapore.
Dividend Distributions
Under the one-tier corporate tax system, the tax paid by a Singapore resident company is a final
tax and the distributable profits of the company can be paid to shareholders as tax exempt
(one-tier) dividends, regardless of the tax residence status or the legal form of the shareholders.
However, foreign shareholders receiving tax exempt (one-tier) dividends are advised to consult
their own tax advisors to take into account the tax laws of their respective countries of residence
and the existence of any double taxation agreement which their country of residence may have
with Singapore.
Capital Gains Tax
Singapore currently does not impose tax on capital gains. However, there are no specific laws or
regulations which deal with the characterisation of capital gains. In general, gains or profits
derived from the disposal of our Shares acquired for long-term investment purposes are
considered as capital gains and not subject to Singapore tax.
On the other hand, where such gains or profits arise from activities which the Comptroller of
Income Tax regards as the carrying on of a trade or business of dealing in shares in Singapore,
gains or profits will be taxed as income.
Gains derived by a resident company from the disposal of ordinary shares, made during the period
1 June 2012 to 31 May 2017 (both dates inclusive), are not taxable if immediately prior to the date
of the disposal, the divesting company had held at least 20% of the ordinary share capital of the
company in the investment for a continuous period of at least 24 months.

E-2

APPENDIX E TAXATION
Bonus Shares
Any bonus shares received by our Shareholders are not taxable.
Stamp Duty
There is no stamp duty payable on the subscription, allotment or holding of our Shares.
Stamp duty is payable on the instrument of transfer of our Shares at the rate of S$0.20 for every
S$100 or any part thereof, computed on the consideration paid or market value of our Shares
registered in Singapore, whichever is higher.
The purchaser is liable for stamp duty, unless there is an agreement to the contrary. No stamp duty
is payable if no instrument of transfer is executed (such as in the case of scripless shares, the
transfer of which does not require instruments of transfer to be executed) or if the instrument of
transfer is executed outside Singapore. However, stamp duty may be payable if the instrument of
transfer which is executed outside Singapore is subsequently received in Singapore.
Stamp duty is not applicable to electronic transfers of our shares through the scripless trading
system operated by CDP.
Goods and Services Tax
The sale of our Shares by a GST-registered investor to another person belonging in Singapore is
an exempt supply that is not subject to GST.
Where our Shares are sold by a GST-registered investor in the course of a business to a person
belonging outside Singapore, and that person is outside Singapore when the sale is executed, the
sale should generally, subject to satisfaction of certain conditions, be considered a taxable supply
subject to GST at zero-rate. Subject to the normal rules for input tax recovery, any GST incurred
by a GST-registered investor in the making of this supply in the course of or furtherance of a
business carried on by him is recoverable from the Comptroller of GST as input tax.
Services such as brokerage, handling and clearing services rendered by a GST-registered person
to an investor belonging in Singapore in connection with the investors purchase, sale or holding
of our Shares will be subject to GST at the current rate of 7%. Similar services rendered to an
investor belonging outside Singapore is generally subject to GST at zero-rate, provided that the
investor is outside Singapore when the services are performed and the services provided do not
benefit any Singapore persons.
Estate Duty
With effect from 15 February 2008, no estate duty will be leviable in respect of deaths occurring
on or after 15 February 2008.

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APPENDIX F RULES OF THE SOG ESOS


RULES OF THE SOG EMPLOYEE SHARE OPTION SCHEME
1.

DEFINITIONS
In this Scheme, unless the context otherwise requires, the following words and expressions
shall have the following meanings:
Act

The Companies Act, Chapter 50 of Singapore, as


amended or modified from time to time

Associate

Shall have the meaning assigned to it in the Catalist


Rules

Associated Company

A company in which at least 20% but not more than


50% of its issued shares are held by the company or
the Group and over which the Company has Control

Associated Company
Employee

Any confirmed employee (including directors) of an


Associated Company selected by the Committee to
participate in the Scheme

Auditors

The auditors of the Company for the time being

Board

The board of Directors of the Company for the time


being

Catalist Rules or Listing


Manual

The SGX-ST Listing Manual Section B: Rules of


Catalist, as amended, modified or supplemented from
time to time

CDP

The Central Depository (Pte) Limited

Committee

The Remuneration Committee of the Company

Company

Singapore O&G Ltd.

Control

The capacity to dominate decision-making, directly or


indirectly, in relation to the financial and operating
policies of the Company

F-1

APPENDIX F RULES OF THE SOG ESOS


Controlling Shareholder

A shareholder who:
(a)

holds directly or indirectly 15% or more of the


total number of issued Shares (excluding Shares
held by the Company as treasury shares) (unless
otherwise determined by the SGX-ST that a
person who satisfies this subparagraph is not a
controlling shareholder); or

(b)

in fact exercises Control over the Company.

Date of Grant

The date on which an Option is granted to a


Participant pursuant to Rule 7

Director

A person holding office as a director for the time being


of the Company

EGM

Extraordinary General Meeting

Executive Director

A director who is an employee of the Group and who


performs and executive function

Exercise Price

The price at which a Participant shall acquire each


Share upon the exercise of an Option, as determined
in accordance with Rule 9, or such adjusted price as
may be applicable pursuant to Rule 10

Financial Year

Each period of twelve (12) months or more or less


than twelve (12) months, at the end of which the
balance of accounts of the Company are prepared and
audited, for the purpose of laying the same before an
annual general meeting of the Company

Grantee

The person to whom an offer of an Option is made

Group

The Company, its Subsidiaries and Associated


Companies (as they may exist from time to time)

Group Employee

Any confirmed employee of the Group (including an


Executive Director) selected by the Committee to
participate in the Scheme in accordance with Rule 4

Market Day

A day on which the SGX-ST is open for trading of


securities

F-2

APPENDIX F RULES OF THE SOG ESOS


Market Price

The average of the last dealt prices for a Share


determined by reference to the daily Official List
published by the SGX-ST for a period of five (5)
consecutive Market Days immediately prior to the
relevant Offer Date Provided always that in the case of
a Market Day on which the Shares are not traded on
the SGX-ST, the last dealt price for Shares on such
Market Day shall be deemed to be the last dealt price
of the Shares on the immediately preceding Market
Day on which the Shares were traded, rounded up to
the nearest whole cent in the event of fractional prices

Non-executive Director

A director of the Company and/or its subsidiaries,


other than one who performs an executive function

Offer Date

The date on which an offer to grant an Option is made


pursuant to the Scheme

Option

The right to acquire Shares granted or to be granted to


a Group Employee or a Non-executive Director
pursuant to the Scheme and for the time being
subsisting

Option Period

Subject as provided in Rules 11 and 15, the period for


the exercise of an Option being:

Participant

(a)

in the case of an Option granted with the


Exercise Price set at Market Price, a period
beginning one (1) year from the Offer Date of that
Option and expiring on the tenth year from the
relevant Offer Date or such earlier date as may
determined by the Committee, subject as
provided in Rules 11 and 15, and any other
conditions as may be determined by the
Committee from time to time; and

(b)

in the case of an Option granted with the


Exercise Price set at a discount to the Market
Price, a period beginning two (2) years from the
Offer Date of that Option and expiring on the
tenth year from the relevant Offer Date or such
earlier date as may determined by the
Committee, subject as provided in Rules 11 and
15, and any other conditions as may be
determined by the Committee from time to time

The holder of an Option

F-3

APPENDIX F RULES OF THE SOG ESOS


Record Date

The date as at the close of business on which the


Shareholders must be registered in order to
participate in any dividends, rights, allotments or other
distributions

Scheme

The SOG employee share option scheme

S$

Singapore dollars

SGX-ST

Singapore Exchange Securities Trading Limited

Shares

Ordinary shares in the capital of the Company

Shareholders

The registered holders for the time being of the


Shares (other than CDP) or in the case of Depositors,
Depositors who have Shares entered against their
names in the Depository Register

Subsidiary

A company which is for the time being a subsidiary of


the Company as defined by Section 5 of the Act

The terms Depositor, Depository Register and Depository Agent shall have the
meanings ascribed to them respectively by Section 130A of the Act.
Words denoting the singular shall, where applicable, include the plural and vice versa and
words denoting the masculine gender shall, where applicable, include the feminine and
neuter gender. References to persons shall include corporations.
Any reference in the Scheme to any enactment is a reference to that enactment as for the
time being amended or re-enacted. Any word defined under the Act or any statutory
modification thereof and used in this Scheme shall, where applicable, have the same
meaning assigned to it under the Act. Any reference in this Scheme to a time of day shall
be a reference to Singapore time unless otherwise stated.
2.

NAME OF THE SCHEME


The Scheme shall be called the SOG Employee Share Option Scheme.

3.

OBJECTIVES OF THE SCHEME


The Scheme will provide an opportunity for Group Employees who have contributed
significantly to the growth and performance of the Group and Non-executive Directors and
who satisfy the eligibility criteria as set out in Rule 4 of the Scheme, to participate in the
equity of the Company.

F-4

APPENDIX F RULES OF THE SOG ESOS


The Scheme is primarily a share incentive scheme. It recognises the fact that the services
of Group Employees and Non-executive Directors are important to the success and
continued well-being of the Group. Implementation of the Scheme will enable the Company
to give recognition to the contributions made by such Group Employees and Non-executive
Directors. At the same time, it will give such Group Employees and Non-executive Directors
an opportunity to have a direct interest in the Company at no direct cost to its profitability
and will also help to achieve the following positive objectives:
(a)

to motivate Participants to optimise their performance standards and efficiency and to


maintain a high level of contribution to the Group;

(b)

to retain key employees and directors whose contributions are essential to the
long-term growth and prosperity of the Group;

(c)

to instill loyalty to, and a stronger identification by Participants with the long-term
prosperity of, the Group;

(d)

to attract potential employees with relevant skills to contribute to the Group and to
create value for the Shareholders; and

(e)

to align the interests of Participants with the interests of the Shareholders.

4.

ELIGIBILITY

4.1

The following persons shall be eligible to participate in the Scheme at the absolute
discretion of the Committee:
(a)

Group Employees (including Executive Directors) who have attained the age of
twenty-one (21) years on or prior to the relevant Offer Date and are not undischarged
bankrupts and have not entered into a composition with their respective creditors, and
who have, as of the Date of Grant, been in the employment of the Group for a period
of at least twelve (12) months, or such shorter period as the Committee may
determine; and

(b)

Non-executive Directors who have attained the age of twenty-one (21) years on or
prior to the relevant Offer Date and are not undischarged bankrupts and have not
entered into a composition with their respective creditors.

Directors and employees of the Companys parent company and its Subsidiaries (other than
the Company and the Companys Subsidiaries) are not entitled to participate in the Scheme.
There will be no restriction on the eligibility of any Participant to participate in any other
share option or share incentive schemes implemented by any other companies within the
Group.
4.2

Group Employees and Non-executive Directors (including our Independent Directors) of our
Group who are also Controlling Shareholders or Associates of such Controlling
Shareholders who satisfy the criteria set out in Paragraph 4.1 above shall be eligible to
participate in the Scheme, subject to independent approval for each grant to such a person
by independent shareholders of the Company at a general meeting in separate resolutions
for each such person and, in respect of each such person, the actual or maximum number
of Shares and terms of any Options to be granted to him. Successful applicants for the New
F-5

APPENDIX F RULES OF THE SOG ESOS


Shares under the offering, by subscribing for such shares, agree that the participation by
our Group Employees and Non-executive Directors (including our Independent Directors) of
our Group, including those who are also Controlling Shareholders or Associates of such
Controlling Shareholders, shall not require Shareholders approval.
5.

MAXIMUM ENTITLEMENT
Subject to Rule 4 and Rule 10, the aggregate number of Shares in respect of which Options
may be offered to a Grantee for acquisition in accordance with the Scheme shall be
determined at the discretion of the Committee who shall take into account criteria such as
rank, past performance, years of service and potential development of the Grantee.

6.

LIMITATION ON THE SIZE OF THE SCHEME

6.1

The aggregate number of Shares over which the Committee may grant Options on any date,
when added to the number of Shares issued and issuable or transferred and to be
transferred in respect of all Options granted under the Scheme and the number of Shares
issued and issuable or transferred and to be transferred in respect of all options or awards
granted under any other share option schemes or share schemes of the Company, shall not
exceed 15% of the total number of issued Shares (excluding Shares held by the Company
as treasury shares) on the day immediately preceding the Offer Date of the Option.

6.2

The aggregate number of Shares which may be issued or transferred pursuant to Options
under the Scheme to Participants who are Controlling Shareholders and their Associates
shall not exceed 25% of the Shares available under the Scheme.

6.3

The number of Shares which may be issued or transferred pursuant to Options under the
Scheme to each Participant who is a Controlling Shareholder or his Associate shall not
exceed 10% of the Shares available under the Scheme.

7.

OFFER DATE

7.1

The Committee may, save as provided in Rule 4, Rule 5 and Rule 6, offer to grant Options
to such Grantees as it may select in its absolute discretion at any time during the period
when the Scheme is in force, except that no Options shall be granted during the period of
thirty (30) days immediately preceding the date of announcement of the Companys interim
and/or final results (whichever the case may be). In addition, in the event that an
announcement on any matter of an exceptional nature involving unpublished price sensitive
information is imminent, offers to grant Options may only be made on or after the third
Market Day on which such announcement is released.

7.2

An offer to grant the Option to a Grantee shall be made by way of a letter (the Letter of
Offer) in the form or substantially in the form set out in Annex 1, subject to such
amendments as the Committee may determine from time to time.

8.

ACCEPTANCE OF OFFER

8.1

An Option offered to a Grantee pursuant to Rule 7 may only be accepted by the Grantee
within thirty (30) days after the relevant Offer Date and not later than 5.00 p.m. on the
thirtieth (30th) day from such Offer Date (a) by completing, signing and returning to the
Company the Acceptance Form in or substantially in the form set out in Annex 2, subject to
such modification as the Committee may from time to time determine, accompanied by
F-6

APPENDIX F RULES OF THE SOG ESOS


payment of S$1.00 as consideration or such other amount and such other documentation as
the Committee may require; and (b) if, at the date on which the Company receives from the
Grantee the Acceptance Form in respect of the Option as aforesaid, he remains eligible to
participate in the Scheme in accordance with these Rules.
8.2

If a grant of an Option is not accepted strictly in the manner as provided in this Rule 8, such
offer shall, upon the expiry of the thirty (30) day period, automatically lapse and shall
forthwith be deemed to be null and void and be of no effect.

8.3

The Company shall be entitled to reject any purported acceptance of a grant of an Option
made pursuant to this Rule 8 or Exercise Notice (as defined in Rule 12) given pursuant to
Rule 12 which does not strictly comply with the terms of the Scheme.

8.4

Options are personal to the Grantees to whom they are granted and shall not be sold,
mortgaged, transferred, charged, assigned, pledged or otherwise disposed of or
encumbered in whole or in part or in any way whatsoever without the Committees prior
written approval, but may be exercised by the Grantees duly appointed personal
representative as provided in Rule 11.6 in the event of the death of such Grantee.

8.5

The Grantee may accept or refuse the whole or part of the offer. If only part of the offer is
accepted, the Grantee shall accept the offer in multiples of 1,000 Shares. The Committee
shall, within fifteen (15) Market Days of receipt of the Acceptance Form and consideration,
acknowledge receipt of the same.

8.6

In the event that a grant of an Option results in a contravention of any applicable law or
regulation, such grant shall be null and void and be of no effect and the relevant Participant
shall have no claim whatsoever against the Company.

8.7

Unless the Committee determines otherwise, an Option shall automatically lapse and
become null, void and of no effect and shall not be capable of acceptance if:
(a)

it is not accepted in the manner as provided in Rule 8.1 within the thirty (30) day
period; or

(b)

the Participant dies prior to his acceptance of the Option; or

(c)

the Participant is adjudicated a bankrupt or enters into composition with his creditors
prior to his acceptance of the Option; or

(d)

the Grantee, being a Group Employee, ceases to be in the employment of the Group
or (being an Executive Director) ceases to be a director of the Company, in each case,
for any reason whatsoever prior to his acceptance of the Option; or

(e)

the Company is liquidated or wound-up prior to the Grantees acceptance of the


Option.

9.

EXERCISE PRICE

9.1

Subject to any adjustment pursuant to Rule 10, the Exercise Price for each Share in respect
of which an Option is exercisable shall be determined by the Committee at its absolute
discretion, and shall be fixed by the Committee at:
(a)

the Market Price; or

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APPENDIX F RULES OF THE SOG ESOS


(b)

9.2

10.

a price which is set at a discount to the Market Price, the quantum of such discount to
be determined by the Committee in its absolute discretion, provided that the maximum
discount which may be given in respect of any Option shall not exceed 20% of the
Market Price in respect of that Option.

In making any determination under Rule 9.1(b) on whether to give a discount and the
quantum of such discount, the Committee shall be at liberty to take into consideration such
criteria as the Committee may, at its absolute discretion, deem appropriate, including but
not limited to:
(a)

the performance of the Company, its Subsidiaries and Associated Companies, as the
case may be, taking into account financial parameters such as net profit after tax,
return on equity and earnings growth;

(b)

the years of service and individual performance of the eligible Group Employee;

(c)

the contribution of the eligible Group Employee to the success and development of the
Company and/or the Group; and

(d)

the prevailing market conditions.

ALTERATION OF CAPITAL

10.1 If a variation in the issued share capital of the Company (whether by way of a capitalisation
of profits or reserves or rights issue or reduction, subdivision, consolidation or distribution,
or otherwise howsoever) should take place, then:
(a)

the Exercise Price in respect of the Shares comprised in the Option to the extent
unexercised; and/or

(b)

the class and/or number of Shares comprised in the Option to the extent unexercised
and the rights attached thereto; and/or

(c)

the maximum entitlement in any one Financial Year; and/or

(d)

the class and/or number of Shares in respect of which additional Options may be
granted to Participants,

may, at the option of the Committee, be adjusted in such manner as the Committee may
determine to be appropriate, including retrospective adjustments, where such variation
occurs after the date of exercise of an Option but the Record Date relating to such variation
precedes such date of exercise and, except in relation to a capitalisation issue, upon the
written confirmation of the Auditors (acting only as experts and not as arbitrators), that in
their opinion, such adjustment is fair and reasonable.
10.2 Notwithstanding the provisions of Rule 10.1 above, no such adjustment shall be made (a)
if as a result, the Participant receives a benefit that a Shareholder does not receive; and (b)
unless the Committee after considering all relevant circumstances considers it equitable to
do so.
10.3 The issue of securities as consideration for an acquisition of any assets by the Company or
a private placement of securities or the cancellation of issued Shares purchased or acquired
by the Company by way of a market purchase of such Shares, in accordance with the
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APPENDIX F RULES OF THE SOG ESOS


Catalist Rules, undertaken by the Company on the SGX-ST during the period when a share
repurchase mandate granted by the Shareholders (including any renewal of such mandate)
is in force, will not be regarded as a circumstance requiring adjustment under the provisions
of this Rule 10.
10.4 The restriction on the number of Shares to be offered to any Grantee under Rule 5 above,
shall not apply to the number of additional Shares or Options over additional Shares issued
or transferred by virtue of any adjustment to the number of Shares and/or Options pursuant
to this Rule 10.
10.5 Upon any adjustment required to be made, the Company shall notify each Participant (or his
duly appointed personal representative(s)) in writing and deliver to him (or, where
applicable, his duly appointed personal representative(s)) a statement setting forth the new
Exercise Price thereafter in effect and the class and/or number of Shares thereafter
comprised in the Option so far as unexercised and the maximum entitlement in any one
Financial Year.
11.

OPTION PERIOD

11.1 Options granted with the Exercise Price set at Market Price shall only be exercisable, in
whole or in part (provided that an Option may be exercised in part only in respect of 1,000
Shares or any multiple thereof), at any time, by a Participant after the first anniversary of the
Offer Date of that Option, provided always that the Options shall be exercised before the
tenth anniversary of the relevant Offer Date, or such earlier date as may be determined by
the Committee, failing which all unexercised Options shall immediately lapse and become
null and void and a Participant shall have no claim against the Company.
11.2 Options granted with the Exercise Price set at a discount to Market Price shall only be
exercisable, in whole or in part (provided that an Option may be exercised in part only in
respect of 1,000 Shares or any multiple thereof), at any time, by a Participant after the
second anniversary from the Offer Date of that Option, provided always that the Options
shall be exercised before the tenth anniversary of the relevant Offer Date, or such earlier
date as may be determined by the Committee, failing which all unexercised Options shall
immediately lapse and become null and void and a Participant shall have no claim against
the Company.
11.3 An Option shall, to the extent unexercised, immediately lapse and become null and void and
a Participant shall have no claim against the Company:
(a)

subject to Rules 11.4, 11.5 and 11.6, upon the Participant ceasing to be in the
employment of the Company or any of the companies within the Group for any reason
whatsoever;

(b)

upon the bankruptcy of the Participant or the happening of any other event which
results in his being deprived of the legal or beneficial ownership of such Option; or

(c)

in the event of misconduct on the part of the Participant, as determined by the


Committee in its absolute discretion.

For the purpose of Rule 11.3(a), a Participant shall be deemed to have ceased to be so
employed as of the date the notice of termination of employment is tendered by or is given
to him, unless such notice shall be withdrawn prior to its effective date.
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APPENDIX F RULES OF THE SOG ESOS


11.4 If a Participant ceases to be employed by the Group by reason of his:
(a)

ill health, injury or disability, in each case, as certified by a medical practitioner


approved by the Committee;

(b)

redundancy;

(c)

retirement at or after a normal retirement age; or

(d)

retirement before that age with the consent of the Committee,

or for any other reason approved in writing by the Committee, he may, at the absolute
discretion of the Committee, exercise any unexercised Option within the relevant Option
Period and upon the expiry of such period, the Option shall immediately lapse and become
null and void.
11.5 If a Participant ceases to be employed by a Subsidiary:
(a)

by reason of the Subsidiary, by which he is principally employed ceasing to be a


company within the Group or the undertaking or part of the undertaking of such
Subsidiary, being transferred otherwise than to another company within the Group; or

(b)

for any other reason, provided the Committee gives its consent in writing,

he may, at the absolute discretion of the Committee, exercise any unexercised Option within
the relevant Option Period and upon the expiry of such period, the Option shall immediately
lapse and become null and void.
11.6 If a Participant dies and at the date of his death holds any unexercised Option, such Option
may, at the absolute discretion of the Committee, be exercised by the duly appointed legal
personal representatives of the Participant within the relevant Option Period and upon the
expiry of such period, the Option shall immediately lapse and become null and void.
11.7 If a Participant, who is also an Executive Director or a Non-executive Director (as the case
may be), ceases to be a director for any reason whatsoever, he may, at the absolute
discretion of the Committee, exercise any unexercised Option within the relevant Option
Period and upon the expiry of such period, the Option shall immediately lapse and become
null and void.
12.

EXERCISE OF OPTIONS, ALLOTMENT OR TRANSFER AND LISTING OF SHARES

12.1 An Option may be exercised, in whole or in part (provided that an Option may be exercised
in part only in respect of 1,000 Shares or any multiple thereof), by a Participant giving notice
in writing to the Company in or substantially in the form set out in Annex 3 (the Exercise
Notice), subject to such amendments as the Committee may from time to time determine.
Every Exercise Notice must be accompanied by a remittance for the full amount of the
aggregate Exercise Price in respect of the Shares which have been exercised under the
Option, the relevant CDP charges (if any) and any other documentation the Committee may
require. All payments shall be made by cheque, cashiers order, bank draft or postal order
made out in favour of the Company. An Option shall be deemed to be exercised upon the

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APPENDIX F RULES OF THE SOG ESOS


receipt by the Company of the said notice duly completed and the receipt by the Company
of the full amount of the aggregate Exercise Price in respect of the Shares which have been
exercised under the Option.
12.2 Subject to:
(a)

such consents or other actions required by any competent authority under any
regulations or enactments for the time being in force as may be necessary (including
any approvals required from the SGX-ST); and

(b)

compliance with the Rules of the Scheme and the Memorandum and Articles of
Association of the Company,

the Company shall, as soon as practicable after the exercise of an Option by a Participant
but in any event within ten (10) Market Days after the date of the exercise of the Option in
accordance with Rule 12.1, allot the Shares or, as the case may be, procure the transfer of
existing Shares (which may include, where desired, any Shares held by the Company as
treasury shares), in respect of which such Option has been exercised by the Participant and
where required, or as the case may be, within five (5) Market Days from the date of such
allotment, despatch the relevant share certificates to CDP for the credit of the securities
account of that Participant by ordinary post or such other mode of delivery as the Committee
may deem fit.
12.3 The Company shall as soon as practicable after the exercise of an Option, apply to the
SGX-ST or any other stock exchange on which the Shares are quoted or listed for
permission to deal in and for quotation of the Shares which may be issued upon exercise
of the Option and the Shares (if any) which may be issued to the Participant pursuant to any
adjustments made in accordance with Rule 10.
12.4 Shares which are all allotted or transferred on the exercise of an Option by a Participant
shall be issued, as the Participant may elect, in the name of, or transferred to, CDP to the
credit of the securities account of the Participant maintained with CDP or the Participants
securities sub-account with a Depository Agent.
12.5 Shares allotted and issued, and existing Shares procured by the Company for transfer, upon
the exercise of an Option shall be subject to all provisions of the Memorandum and Articles
of Association of the Company and shall rank pari passu in all respects with the then
existing issued Shares except for any dividends, rights, allotments or other distributions, the
Record Date for which is prior to the date such Option is exercised.
12.6 Except as set out in Rule 12 and subject to Rule 10, an Option does not confer on a
Participant any right to participate in any new issue of Shares.
13.

ALTERATIONS AND AMENDMENTS TO THE SCHEME

13.1 Any or all of the provisions of the Scheme may be modified and/or altered at any time and
from time to time by resolution of the Committee except that:
(a)

any modification or alteration which shall alter adversely the rights attaching to any
Option granted prior to such modification or alteration and which in the opinion of the
Committee, materially alters the rights attaching to any Option granted prior to such
modification or alteration, may only be made with the consent in writing of such number
F-11

APPENDIX F RULES OF THE SOG ESOS


of Participants who, if they exercised their Options in full, would thereby become
entitled to not less than three-quarters (3/4) in number of all the Shares which would
fall to be issued and allotted or transferred upon exercise in full of all outstanding
Options;
(b)

any modification or alteration which would be to the advantage of Participants under


the Scheme shall be subject to the prior approval of Shareholders at a general
meeting; and

(c)

no modification or alteration shall be made without the prior approval of the SGX-ST
or (if required) any other stock exchange on which the Shares are quoted or listed, and
such other regulatory authorities as may be necessary.

For the purposes of Rule 13.1(a), the opinion of the Committee as to whether any
modification or alteration would alter adversely the rights attaching to any Option shall be
final and conclusive.
13.2 Notwithstanding anything to the contrary contained in Rule 13.1, the Committee may at any
time by resolution (and without any other formality save for the prior approval of the
SGX-ST) amend or alter the Scheme in any way to the extent necessary to cause the
Scheme to comply with any statutory provision or the provisions or the regulations of any
regulatory or other relevant authority or body (including the SGX-ST).
13.3 Written notice of any modification or alteration made in accordance with this Rule shall be
given to all Participants.
14.

DURATION OF THE SCHEME

14.1 The Scheme shall continue to be in force at the discretion of the Committee, subject to a
maximum period of ten (10) years, commencing on the date on which the Scheme is
adopted by Shareholders in the EGM. Subject to compliance with any applicable laws and
regulations in Singapore, the Scheme may be continued beyond the above stipulated period
with the approval of the Shareholders by ordinary resolution at a general meeting and of any
relevant authorities which may then be required.
14.2 The Scheme may be terminated at any time by the Committee or by resolution of the
Shareholders at a general meeting subject to all other relevant approvals which may be
required and if the Scheme is so terminated, no further Options shall be offered by the
Company hereunder.
14.3 The termination, discontinuance or expiry of the Scheme shall be without prejudice to the
rights accrued to Options which have been granted and accepted as provided in Rule 8,
whether such Options have been exercised (whether fully or partially) or not.
15.

TAKE-OVER AND WINDING-UP OF THE COMPANY

15.1 In the event of a take-over offer being made for the Company, Participants (including
Participants holding Options which are then not exercisable pursuant to the provisions of
Rule 11.1 and 11.2) holding Options as yet unexercised shall, notwithstanding Rule 11 and
Rule 12 but subject to Rule 15.5, be entitled to exercise such Options in full or in part in the

F-12

APPENDIX F RULES OF THE SOG ESOS


period commencing on the date on which such offer is made or, if such offer is conditional,
the date on which the offer becomes or is declared unconditional, as the case may be, and
ending on the earlier of:
(a)

the expiry of six (6) months thereafter, unless prior to the expiry of such six (6) month
period, at the recommendation of the offeror and with the approvals of the Committee
and the SGX-ST, such expiry date is extended to a later date (being a date falling not
later than the date of expiry of the Option Period relating thereto); or

(b)

the date of the expiry of the Option Period relating thereto.

whereupon any Option then remaining unexercised shall immediately lapse and become
null and void.
Provided always that if during such period the offeror becomes entitled or bound to exercise
the rights of compulsory acquisition of the Shares under the provisions of the Act and, being
entitled to do so, gives notice to the Participants that it intends to exercise such rights on
a specified date, the Option shall remain exercisable by the Participants until such specified
date or the expiry of the Option Period relating thereto, whichever is earlier. Any Option not
so exercised by the said specified date shall lapse and become null and void provided that
the rights of acquisition or obligation to acquire stated in the notice shall have been
exercised or performed, as the case may be. If such rights of acquisition or obligations have
not been exercised or performed, all Options shall, subject to Rule 11, remain exercisable
until the expiry of the Option Period.
15.2 If, under the Act, the court sanctions a compromise or arrangement proposed for the
purposes of, or in connection with, a scheme for the reconstruction of the Company or its
amalgamation with another company or companies, Participants (including Participants
holding Options which are then not exercisable pursuant to the provisions of Rule 11.1 and
Rule 11.2) shall notwithstanding Rule 11 and Rule 12 but subject to Rule 15.5, be entitled
to exercise any Option then held by them during the period commencing on the date upon
which the compromise or arrangement is sanctioned by the court and ending either on the
expiry of sixty (60) days thereafter or the date upon which the compromise or arrangement
becomes effective, whichever is later (but not after the expiry of the Option Period relating
thereto), whereupon any unexercised Option shall lapse and become null and void,
Provided always that the date of exercise of any Option shall be before the tenth
anniversary of the Offer Date.
15.3 If an order or an effective resolution is passed for the winding-up of the Company on the
basis of its insolvency, all Options, to the extent unexercised, shall lapse and become null
and void.
15.4 In the event of a members solvent voluntary winding-up (other than for amalgamation or
reconstruction), Participants (including Participants holding Options which are then not
exercisable pursuant to the provisions of Rule 11.1 and Rule 11.2) shall, subject to Rule
15.5, be entitled within thirty (30) days of the passing of the resolution of such winding-up
(but not after the expiry of the Option Period relating thereto) to exercise in full any
unexercised Option, after which such unexercised Option shall lapse and become null and
void.

F-13

APPENDIX F RULES OF THE SOG ESOS


15.5 If in connection with the making of a general offer referred to in Rule 15.1 above or the
scheme referred to in Rule 15.2 above or the winding-up referred to in Rule 15.4 above,
arrangements are made (which are confirmed in writing by the Auditors, acting only as
experts and not as arbitrators, to be fair and reasonable) for the compensation of
Participants, whether by the continuation of their Options or the payment of cash or the
grant of other options or otherwise, a Participant holding an Option, which is not then
exercisable, may not, at the discretion of the Committee, be permitted to exercise that
Option as provided for in this Rule 15.
15.6 To the extent that an Option is not exercised within the periods referred to in this Rule 15,
it shall lapse and become null and void.
16.

ADMINISTRATION OF THE SCHEME

16.1 The Scheme shall be administered by the Committee in its absolute discretion with such
powers and duties as are conferred on it by the Board.
16.2 The Committee shall have the power, from time to time, to make or vary such regulations
(not being inconsistent with the Scheme) for the implementation and administration of the
Scheme as it thinks fit.
16.3 Any decision of the Committee, made pursuant to any provision of the Scheme (other than
a matter to be certified by the Auditors), shall be final and binding (including any decisions
pertaining to disputes as to the interpretation of the Scheme or any rule, regulation, or
procedure thereunder or as to any rights under the Scheme).
16.4 A Director who is a member of the Committee shall not be involved in its deliberation in
respect of Options to be granted to him.
17.

NOTICES

17.1 Any notice given by a Participant to the Company shall be sent by post or delivered to the
registered office of the Company or such other address as may be notified by the Company
to the Participant in writing.
17.2 Any notice or documents given by the Company to a Participant shall be sent to the
Participant by hand or sent to him at his home address stated in the records of the Company
or the last known address of the Participant, and if sent by post shall be deemed to have
been given on the day immediately following the date of posting.
18.

TERMS OF EMPLOYMENT UNAFFECTED

18.1 The Scheme or any Option shall not form part of any contract of employment between the
Company, any Subsidiary or Associated Company (as the case may be) and any Participant
and the rights and obligations of any individual under the terms of the office or employment
with such company within the Group shall not be affected by his participation in the Scheme
or any right which he may have to participate in it or any Option which he may hold and the
Scheme or any Option shall afford such an individual no additional rights to compensation
or damages in consequence of the termination of such office or employment for any reason
whatsoever.

F-14

APPENDIX F RULES OF THE SOG ESOS


18.2 The Scheme shall not confer on any person any legal or equitable rights (other than those
constituting the Options themselves) against the Company, any Subsidiary and/or
Associated Company directly or indirectly or give rise to any cause of action at law or in
equity against the Company, any Subsidiary or Associated Company.
19.

TAXES
All taxes (including income tax) arising from the exercise of any Option granted to any
Participant under the Scheme shall be borne by the Participant.

20.

COSTS AND EXPENSES OF THE SCHEME

20.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with the
issue and allotment or transfer of any Shares pursuant to the exercise of any Option in
CDPs name, the deposit of share certificate(s) with CDP, the Participants security account
with CDP or the Participants securities sub-account with his Depository Agent and all taxes
referred to in Rule 19 which shall be payable by the relevant Participant.
20.2 Save for such costs and expenses expressly provided in the Scheme to be payable by the
Participants, all fees, costs, and expenses incurred by the Company in relation to the
Scheme including but not limited to the fees, costs and expenses relating to the issue and
allotment or transfer of the Shares pursuant to the exercise of any Option shall be borne by
the Company.
21.

DISCLAIMER OF LIABILITY
Notwithstanding any provisions herein contained and subject to the Act, the Board, the
Committee and the Company shall not under any circumstances be held liable for any costs,
losses, expenses and damages whatsoever and howsoever arising in respect of any matter
under or in connection with the Scheme including but not limited to the Companys delay or
failure in issuing and allotting, or procuring the transfer of, the Shares or in applying for or
procuring the listing of and quotation for the Shares on the SGX-ST or any other stock
exchanges on which the Shares are quoted or listed.

22.

DISPUTES
Any disputes or differences of any nature in connection with the Scheme shall be referred
to the Committee and its decision shall be final and binding in all respects.

23.

CONDITION OF OPTION
Every Option shall be subject to the condition that no Shares shall be issued or transferred
pursuant to the exercise of an Option if such issue or transfer would be contrary to any law
or enactment, or any rules or regulations of any legislative or non-legislative governing body
for the time being in force in Singapore or any other relevant country.

24.

GOVERNING LAW
The Scheme shall be governed by and construed in accordance with the laws of the
Republic of Singapore. The Company and the Participants, by accepting the offer of the
grant of Options in accordance with the Scheme, shall submit to the exclusive jurisdiction
of the courts of the Republic of Singapore.

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APPENDIX F RULES OF THE SOG ESOS


25.

DISCLOSURE IN ANNUAL REPORT


The Company shall make the following disclosure in its annual report:
(a)

The names of the members of the Committee;

(b)

The information required in the table below for the following Participants (which for the
avoidance of doubt, shall include Participants who have exercised all their Options in
any particular Financial Year):
(i)

Participants who are Directors of the Company;

(ii)

Participants who are Controlling Shareholders and their Associates; and

(iii) Participants, other than those in (i) and (ii) above, who receive 5% or more of the
total number of Options available under the Scheme; and
Name of
Participant

(c)

Options
granted during
financial year
under review
(including
terms)

Aggregate
Options
granted since
commencement
of the Scheme
to end of
financial year
under review

Aggregate
Options
exercised since
commencement
of the Scheme
to end of
financial year
under review

Aggregate
Options
outstanding as
at end of
financial year
under review

The number and proportion of Options granted at the following discounts to the Market
Price in the financial year under review:
(i)

Options granted at up to 10% discount; and

(ii)

Options granted at between 10% but not more than 20% discount.

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APPENDIX F RULES OF THE SOG ESOS


ANNEX 1
SOG EMPLOYEE SHARE OPTION SCHEME
LETTER OF OFFER
Serial No.:
PRIVATE AND CONFIDENTIAL
Date:
To:

[Name]
[Designation]
[Address]

Dear Sir/Madam
We are pleased to inform you that you have been nominated by the Remuneration Committee of
the Board of Directors of Singapore O&G Ltd. (the Company) to participate in the SOG
Employee Share Option Scheme (the Scheme). Terms as defined in the Scheme shall have the
same meaning when used in this letter.
Accordingly, an offer is hereby made to grant you an Option, in consideration of the payment of
ordinary shares in the capital of the Company at the price
a sum of S$1.00, to acquire
per ordinary share. The Option shall be subject to the terms of this Letter of Offer
of S$
and the Scheme (as the same may be amended from time to time pursuant to the terms and
conditions of the Scheme), a copy of which is enclosed herewith.
The Option is personal to you and may not be sold, mortgaged, transferred, charged, assigned,
pledged or otherwise disposed of or encumbered in whole or in part or in any way whatsoever.
If you wish to accept the offer, please sign and return the enclosed Acceptance Form with a sum
of S$1.00 not later than
a.m./p.m. on the
day of
failing which this
offer will forthwith lapse.
Yours faithfully
For and on behalf of
Singapore O&G Ltd.

Name:
Designation:

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APPENDIX F RULES OF THE SOG ESOS


ANNEX 2
SOG EMPLOYEE SHARE OPTION SCHEME
ACCEPTANCE FORM
Serial No.:
To:

The Remuneration Committee


SOG Employee Share Option Scheme
c/o The Company Secretary
Singapore O&G Ltd.
[Address]

Closing Time and Date for Acceptance of Option

No. of Shares in respect of which Option is offered

Exercise Price per Share

S$

Total Amount Payable on Acceptance of Option


(exclusive of the relevant CDP charges)

S$

(the Offer Date) and agree to be bound


I have read your Letter of Offer dated
by the terms thereof and of the SOG Employee Share Option Scheme stated therein. I confirm that
my acceptance of the Option will not result in the contravention of any applicable law or regulation
in relation to the ownership of shares in the Company or Options to acquire such shares.
ordinary shares in the capital of Singapore
per Share and enclose cash/bankers
for S$1.00 being payment for the

I hereby accept the Option to acquire


O&G Ltd. (the Shares) at S$
draft/cashiers order/postal order no.
purchase of the Option.

I understand that I am not obliged to exercise the Option.


I also understand that I shall be responsible for all the fees of CDP relating to or in connection with
the issue and allotment or transfer of any Shares in CDPs name, the deposit of share certificates
with CDP, my securities account with CDP or my securities sub-account with a Depository Agent
(as the case may be) (collectively, the CDP charges).
I confirm that as at the date hereof:
(a)

I am not less than 21 years old, nor an undischarged bankrupt, nor have I entered into a
composition with any of my creditors;

(b)

I satisfy the eligibility requirements to participate in the Scheme as defined in Rule 4 of the
Scheme; and

(c)

I satisfy the other requirements to participate in the Scheme as set out in the Rules of the
Scheme.

F-18

APPENDIX F RULES OF THE SOG ESOS


I hereby acknowledge that you have not made any representation or warranty or given me any
expectation of employment or continued employment to induce me to accept the offer and that the
terms of the Letter of Offer and this Acceptance Form constitute the entire agreement between us
relating to the offer.
I agree to keep all information pertaining to the grant of the Option to me confidential.
PLEASE PRINT IN BLOCK LETTERS
Name in full

Designation

Address

Nationality

*NRIC/Passport No.

Signature

Date

*Delete as appropriate
Notes:
(1)

Option must be accepted in full or in multiples of 1,000 Shares.

(2)

The Acceptance Form must be forwarded to the Company Secretary in an envelope marked Private and
Confidential.

(3)

The Participant shall be informed by the Company of the relevant CDP charges payable at the time of the exercise
of an Option.

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APPENDIX F RULES OF THE SOG ESOS


ANNEX 3
SOG EMPLOYEE SHARE OPTION SCHEME
EXERCISE NOTICE
To:

The Remuneration Committee


SOG Employee Share Option Scheme
c/o The Company Secretary
Singapore O&G Ltd.
[Address]

Total Number of ordinary shares (the Shares) at


per Share under an option
S$
granted on
(the Offer Date)

Number of Shares previously allotted and issued or


transferred thereunder

Outstanding balance of Shares which may be


allotted and issued or transferred thereunder

Number of Shares now to be acquired (in multiples


of 1,000)

1.

Pursuant to your Letter of Offer dated (the Offer Date) and my acceptance thereof, I hereby
exercise the Option to acquire Shares in Singapore O&G Ltd. (the Company) at
per Share.
S$

2.

I hereby request the Company to allot and issue or transfer to me the number of Shares
specified in paragraph 1 in the name of The Central Depository (Pte) Limited (CDP) to the
credit of my Securities Account with the CDP/Securities Sub-Account with a Depository
Agent specified below and to deliver the share certificates relating thereto to CDP at my own
risk. I further agree to bear such fees or other charges as may be imposed by CDP (the CDP
charges) and any stamp duties in respect thereof:
*(a) Direct Securities Account Number :
*(b) Securities Sub-Account Number

Name of Depository Agent

3.

I enclose a cheque/cashiers order/bank draft/postal order no.


S$
in payment for the Exercise Price of S$
.
number of the said Shares and the CDP charges of S$

4.

I agree to acquire the Shares subject to the terms of the Letter of Offer, the SOG Employee
Share Option Scheme (as the same may be amended pursuant to the terms thereof from time
to time) and the Memorandum and Articles of Association of the Company.

5.

I declare that I am acquiring the Shares for myself and not as a nominee for any other person.

F-20

for
for the total

APPENDIX F RULES OF THE SOG ESOS


PLEASE PRINT IN BLOCK LETTERS
Name in full

Designation

Address

Nationality

*NRIC/Passport No.

Signature

Date

*Delete as appropriate
Notes:
(1)

An Option may be exercised in whole or in part provided that an Option may be exercised in part only in respect of
1,000 Shares or any multiple thereof.

(2)

The form entitled Exercise Notice must be forwarded to the Company Secretary in an envelope marked Private
and Confidential.

F-21

This page has been intentionally left blank.

APPENDIX G RULES OF THE SOG PSP


RULES OF THE SOG PERFORMANCE SHARE PLAN
1.

NAME OF THE PLAN

1.1

The Plan shall be called the SOG Performance Share Plan.

2.

DEFINITIONS

2.1

In the Plan, unless the context otherwise requires, the following words and expressions
shall have the following meanings:
Act

The Companies Act, Chapter 50 of Singapore, as amended or


modified from time to time

Adoption Date

The date on which the Plan is adopted by the Company in


general meeting

Associate

Shall have the meaning assigned to it in the Catalist Manual

Associated
Company

A company in which at least 20% but not more than 50% of its
issued shares are held by the company or the Group and over
which the Company has Control

Auditors

The auditors of the Company for the time being

Award

A contingent award of Shares under Rule 5

Award Date

In relation to an Award, the date on which the Award is granted


pursuant to Rule 5

Award Letter

A letter in such form as the Committee shall approve


confirming an Award granted to a Participant by the
Committee.

CDP

The Central Depository (Pte) Limited

Committee

The Remuneration Committee of the Company

Company

Singapore O&G Ltd., a company incorporated in Singapore

Control

The capacity to dominate decision-making, directly or


indirectly, in relation to the financial and operating policies of
the Company

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APPENDIX G RULES OF THE SOG PSP


Controlling
Shareholder

A person who holds directly or indirectly 15% or more of the


total number of issued Shares (excluding Shares held by the
Company as treasury shares) (unless otherwise determined
by the Singapore Exchange that a person who satisfies this
subparagraph is not a controlling shareholder); or in fact
exercises Control over the Company

Group Executive
Director

A director of the Company and/or any of its subsidiaries and/or


any of its Associated Companies, as the case may be, who
performs an executive function

Group

The Company and its subsidiaries and Associated Companies


(as they may exist from time to time)

Group Executive

Any employee of the Group (including any Group Executive


Director who meet the relevant criteria and who shall be
regarded as a Group Executive for the purposes of the Plan)
selected by the Committee to participate in the Plan in
accordance with Rule 4

Catalist Manual or
Listing Manual

The SGX-ST Listing Manual Section B: Rules of Catalist, as


amended, modified or supplemented from time to time

Non-executive
Director

A director of the Company and/or its subsidiaries, other than


one who performs an executive function

Participant

A Group Executive or a Non-executive Director who has been


granted an Award

Performance
Condition

In relation to an Award, the condition specified on the Award


Date in relation to that Award

Performance
Period

The period, as may be determined by the Committee at its


discretion, during which the Performance Condition is to be
satisfied

Plan or SOG PSP

The SOG Performance Share Plan, as the same may be


modified from time to time

Release

In relation to an Award, the release at the end of the


Performance Period relating to that Award of all or some of the
Shares to which that Award relates in accordance with Rule 7
and, to the extent that any Shares which are the subject of the
Award are not released pursuant to Rule 7, the Award in
relation to those Shares shall lapse accordingly, and
Released shall be construed accordingly

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APPENDIX G RULES OF THE SOG PSP


Release Schedule

In relation to an Award, a schedule in such form as the


Committee shall approve, setting out the extent to which
Shares which are the subject of that Award shall be Released
on the Performance Condition being satisfied (whether fully or
partially) or exceeded or not being satisfied, as the case may
be, at the end of the Performance Period

Released Award

An Award which has been released in accordance with Rule 7

Retention Period

Such retention period as may be determined by the


Committee and notified to the Participant at the grant of the
relevant Award to that Participant

Shares

Ordinary shares in the capital of the Company

Singapore
Exchange or
SGX-ST

The Singapore Exchange Securities Trading Limited

Trading Day

A day on which the Shares are traded on the Singapore


Exchange

Vesting

In relation to Shares which are the subject of a Released


Award, the absolute entitlement to all or some of the Shares
which are the subject of a Released Award and Vest and
Vested shall be construed accordingly

Vesting Date

In relation to Shares which are the subject of a Released


Award, the date (as determined by the Committee and notified
to the relevant Participant) on which those Shares have
Vested pursuant to Rule 7

2.2

Words importing the singular number shall, where applicable, include the plural number and
vice versa. Words importing the masculine gender shall, where applicable, include the
feminine and neuter genders.

2.3

Any reference to a time of a day in the Plan is a reference to Singapore time.

2.4

Any reference in the Plan to any enactment is a reference to that enactment as for the time
being amended or re-enacted. Any word defined under the Act or any statutory modification
thereof and not otherwise defined in the Plan and used in the Plan shall have the meaning
assigned to it under the Act or any statutory modification thereof, as the case may be.

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APPENDIX G RULES OF THE SOG PSP


3.

OBJECTIVES OF THE PLAN


The Plan has been proposed in order to:
(a)

foster an ownership culture within the Group which aligns the interests of Group
Executives and Non-executive Directors with the interests of shareholders;

(b)

motivate Participants to achieve key financial and operational goals of the Company
and/or their respective business units; and

(c)

make total employee remuneration sufficiently competitive to recruit and retain staff
having skills that are commensurate with the Companys ambition to become a world
class company.

4.

ELIGIBILITY OF PARTICIPANTS

4.1

(a)

Group Executives who have attained the age of twenty-one (21) years and hold such
rank as may be designated by the Committee from time to time and who have, as of
the Award Date, been in full time employment of the Group for a period of at least
twelve (12) months (or in the case of any Group Executive Director, such shorter
period as the Committee may determine); and

(b)

Non-executive Directors,
shall be eligible to participate in the Plan at the absolute discretion of the Committee.

4.2

Controlling Shareholders and their Associates who satisfy the criteria set out in Paragraph
4.1 above shall be eligible to participate in the Plan, subject to independent approval for
each grant to such a person by independent shareholders of the Company at a general
meeting in separate resolutions for each such person and, in respect of each such person,
the actual or maximum number of Shares and terms of any Awards to be granted to him.
Successful applicants for the New Shares under the offering, by subscribing for such
shares, agree that the participation by our Controlling Shareholders or Associates of such
Controlling Shareholders, shall not require Shareholders approval.

5.

GRANT OF AWARDS

5.1

Subject as provided in Rule 8, the Committee may grant Awards to Group Executives and
Non-executive Directors as the Committee may select, in its absolute discretion, at any time
during the period when the Plan is in force.

5.2

The number of Shares which are the subject of each Award to be granted to a Participant
in accordance with the Plan shall be determined at the absolute discretion of the
Committee, which shall take into account criteria such as his rank, job performance and
potential for future development, his contribution to the success and development of the
Group and the extent of effort with which the Performance Condition may be achieved within
the Performance Period.

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APPENDIX G RULES OF THE SOG PSP


5.3

5.4

The Committee shall decide in relation to an Award:


(a)

the Participant;

(b)

the Award Date;

(c)

the Performance Period;

(d)

the number of Shares which are the subject of the Award;

(e)

the Performance Condition;

(f)

the Release Schedule; and

(g)

any other condition which the Committee may determine in relation to that Award.

The Committee may amend or waive the Performance Period, the Performance Condition
and/or the Release Schedule in respect of any Award:
(a)

in the event of a take-over offer being made for the Shares or if under the Act, the court
sanctions a compromise or arrangement proposed for the purposes of, or in
connection with, a scheme for the reconstruction of the Company or its amalgamation
with another company or companies or in the event of a proposal to liquidate or sell all
or substantially all of the assets of the Company; or

(b)

if anything happens which causes the Committee to conclude that:


(i)

a changed Performance Condition and/or Release Schedule would be a fairer


measure of performance, and would be no less difficult to satisfy; or

(ii)

the Performance Condition and/or Release Schedule should be waived,

and shall notify the Participants of such change or waiver.


5.5

As soon as reasonably practicable after making an Award, the Committee shall send to each
Participant an Award Letter confirming the Award and specifying in relation to the Award:
(a)

the Award Date;

(b)

the Performance Period;

(c)

the number of Shares which are the subject of the Award;

(d)

the Performance Condition;

(e)

the Release Schedule; and

(f)

any other condition which the Committee may determine in relation to that Award.

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APPENDIX G RULES OF THE SOG PSP


5.6

Participants are not required to pay for the grant of Awards.

5.7

An Award or Released Award shall be personal to the Participant to whom it is granted and,
prior to the allotment and/or transfer to the Participant of the Shares to which the Released
Award relates, shall not be transferred, charged, assigned, pledged or otherwise disposed
of, in whole or in part, except with the prior approval of the Committee and if a Participant
shall do, suffer or permit any such act or thing as a result of which he would or might be
deprived of any rights under an Award or Released Award without the prior approval of the
Committee, that Award or Released Award shall immediately lapse.

6.

EVENTS PRIOR TO THE VESTING DATE

6.1

An Award shall, to the extent not yet Released, immediately lapse without any claim
whatsoever against the Company:
(a)

in the event of misconduct on the part of the Participant as determined by the


Committee in its discretion;

(b)

subject to Rule 6.2(b), upon the Participant ceasing to be in the employment of the
Group for any reason whatsoever; or

(c)

in the event of an order being made or a resolution passed for the winding-up of the
Company on the basis, or by reason, of its insolvency.

For the purpose of Rule 6.1(b), the Participant shall be deemed to have ceased to be so
employed as of the date the notice of termination of employment is tendered by or is given
to him, unless such notice shall be withdrawn prior to its effective date.
6.2

In any of the following events, namely:


(a)

the bankruptcy of the Participant or the happening of any other event which results in
his being deprived of the legal or beneficial ownership of an Award;

(b)

where the Participant ceases to be in the employment of the Group by reason of:
(i)

ill health, injury or disability (in each case, evidenced to the satisfaction of the
Committee;

(ii)

redundancy;

(iii) retirement at or after the legal retirement age;


(iv) retirement before the legal retirement age with the consent of the Committee;
(v)

the company by which he is employed or to which he is seconded, as the case


may be, ceasing to be a company within the Group, or the undertaking or part of
the undertaking of such company being transferred otherwise than to another
company within the Group, as the case may be;

(vi) (where applicable) his transfer of employment between companies within the
Group;

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APPENDIX G RULES OF THE SOG PSP


(vii) his transfer to any government ministry, governmental or statutory body or
corporation at the direction of any company within the Group; or
(viii) any other event approved by the Committee;
(c)

the death of a Participant;

(d)

any other event approved by the Committee,

the Committee may, in its absolute discretion, preserve all or any part of any Award and
decide as soon as reasonably practicable following such event either to Vest some or all of
the Shares which are the subject of any Award or to preserve all or part of any Award until
the end of the Performance Period and subject to the provisions of the Plan. In exercising
its discretion, the Committee will have regard to all circumstances on a case-by-case basis,
including (but not limited to) the contributions made by that Participant and the extent to
which the Performance Condition has been satisfied.
6.3

Without prejudice to the provisions of Rule 5.4, if before the Vesting Date, any of the
following occurs:
(a)

a take-over offer for the Shares becomes or is declared unconditional;

(b)

a compromise or arrangement proposed for the purposes of, or in connection with, a


scheme for the reconstruction of the Company or its amalgamation with another
company or companies being approved by shareholders of the Company and/or
sanctioned by the court under the Act; or

(c)

an order being made or a resolution being passed for the winding-up of the Company
(other than as provided in Rule 6.1(c) or for amalgamation or reconstruction),

the Committee will consider, at its discretion, whether or not to Release any Award, and will
take into account all circumstances on a case-by-case basis, including (but not limited to)
the contributions made by that Participant. If the Committee decides to Release any Award,
then in determining the number of Shares to be Vested in respect of such Award, the
Committee will have regard to the proportion of the Performance Period which has elapsed
and the extent to which the Performance Condition has been satisfied. Where Awards are
Released, the Committee will, as soon as practicable after the Awards have been Released,
procure the allotment or transfer to each Participant of the number of Shares so determined,
such allotment or transfer to be made in accordance with Rule 7.
7.

RELEASE OF AWARDS

7.1

Review of Performance Condition


7.1.1 As soon as reasonably practicable after the end of each Performance Period, the
Committee shall review the Performance Condition specified in respect of each
Award and determine at its discretion whether it has been satisfied and, if so, the
extent to which it has been satisfied, and provided that the relevant Participant has
continued to be a Group Executive or a Non-executive Director from the Award Date
up to the end of the Performance Period, shall Release to that Participant all or part
(as determined by the Committee at its discretion in the case where the Committee
has determined that there has been partial satisfaction of the Performance Condition)
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APPENDIX G RULES OF THE SOG PSP


of the Shares to which his Award relates in accordance with the Release Schedule
specified in respect of his Award on the Vesting Date. If not, the Awards shall lapse
and be of no value.
If the Committee determines in its sole discretion that the Performance Condition has
not been satisfied or (subject to Rule 6) if the relevant Participant has not continued
to be a Group Executive or a Non-executive Director from the Award Date up to the
end of the relevant Performance Period, that Award shall lapse and be of no value
and the provisions of Rules 7.2 to 7.4 shall be of no effect.
The Committee shall have the discretion to determine whether the Performance
Condition has been satisfied (whether fully or partially) or exceeded and in making
any such determination, the Committee shall have the right to make computational
adjustments to the audited results of the Company or the Group, to take into account
such factors as the Committee may determine to be relevant, including changes in
accounting methods, taxes and extraordinary events, and further the right to amend
the Performance Condition if the Committee decides that a changed performance
target would be a fairer measure of performance.
7.1.2 Shares which are the subject of a Released Award shall be Vested to a Participant
on the Vesting Date, which shall be a Trading Day falling as soon as practicable after
the review by the Committee referred to in Rule 7.1.1 and, on the Vesting Date, the
Committee will procure the allotment or transfer to each Participant of the number of
Shares so determined.
7.1.3 Where new Shares are allotted upon the Vesting of any Award, the Company shall,
as soon as practicable after such allotment, apply to the Singapore Exchange for
permission to deal in and for quotation of such Shares.
7.2

Release of Award
Shares which are allotted or transferred on the Release of an Award to a Participant shall
be issued in the name of, or transferred to, CDP to the credit of the securities account of that
Participant maintained with CDP or the securities sub-account of that Participant
maintained with a Depository Agent, in each case, as designated by that Participant.

7.3

Ranking of Shares
New Shares allotted and issued, and existing Shares procured by the Company for transfer,
on the Release of an Award shall:
(a)

be subject to all the provisions of the Memorandum and Articles of Association of the
Company; and

(b)

rank in full for all entitlements, including dividends or other distributions declared or
recommended in respect of the then existing Shares, the Record Date for which is on
or after the relevant Vesting Date, and shall in all other respects rank pari passu with
other existing Shares then in issue.

For the purposes of this Rule 7.3, Record Date means the date fixed by the Company for
the purposes of determining entitlements to dividends or other distributions to or rights of
holders of Shares.
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APPENDIX G RULES OF THE SOG PSP


7.4

Moratorium
Shares which are allotted and issued or transferred to a Participant pursuant to the Release
of an Award shall not be transferred, charged, assigned, pledged or otherwise disposed of,
in whole or in part, during the Retention Period, except to the extent set out in the Award
Letter or with the prior approval of the Committee. The Company may take steps that it
considers necessary or appropriate to enforce or give effect to this disposal restriction
including specifying in the Award Letter the conditions which are to be attached to an Award
for the purpose of enforcing this disposal restriction.

8.

LIMITATION ON THE SIZE OF THE PLAN

8.1

The aggregate number of Shares which may be issued or transferred pursuant to Awards
granted under the Plan on any date, when aggregated with the aggregate number of Shares
over which options or awards are granted under any other share option schemes or share
schemes of the Company, shall not exceed 15% of the total number of issued Shares
(excluding Shares held by the Company as treasury shares) on the day preceding that date.

8.2

The aggregate number of Shares which may be issued or transferred pursuant to Awards
under the Plan to Participants who are Controlling Shareholders and their Associates shall
not exceed 25% of the Shares available under the Plan.

8.3

The number of Shares which may be issued or transferred pursuant to Awards under the
Plan to each Participant who is a Controlling Shareholder or his Associate shall not exceed
10% of the Shares available under the Plan.

8.4

Shares which are the subject of Awards which have lapsed for any reason whatsoever may
be the subject of further Awards granted by the Committee under the Plan.

9.

ADJUSTMENT EVENTS

9.1

If a variation in the issued ordinary share capital of the Company (whether by way of a
capitalisation of profits or reserves or rights issue, reduction, subdivision, consolidation,
distribution or otherwise) shall take place, then:
(a)

the class and/or number of Shares which are the subject of an Award to the extent not
yet Vested; and/or

(b)

the class and/or number of Shares in respect of which future Awards may be granted
under the Plan,

shall be adjusted in such manner as the Committee may determine to be appropriate,


provided that no adjustment shall be made if as a result, the Participant receives a benefit
that a shareholder of the Company does not receive.
9.2

Unless the Committee considers an adjustment to be appropriate, the issue of securities as


consideration for an acquisition or a private placement of securities, or the cancellation of
issued Shares purchased or acquired by the Company by way of a market purchase of such
Shares undertaken by the Company on the Singapore Exchange during the period when a
share purchase mandate granted by shareholders of the Company (including any renewal
of such mandate) is in force, shall not normally be regarded as a circumstance requiring
adjustment.
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APPENDIX G RULES OF THE SOG PSP


9.3

Notwithstanding the provisions of Rule 9.1, any adjustment (except in relation to a


capitalisation issue) must be confirmed in writing by the Auditors (acting only as experts and
not as arbitrators) to be, in their opinion, fair and reasonable.

9.4

Upon any adjustment required to be made pursuant to this Rule 9, the Company shall notify
the Participant (or his duly appointed personal representatives where applicable) in writing
and deliver to him (or his duly appointed personal representatives where applicable) a
statement setting forth the class and/or number of Shares thereafter to be issued or
transferred on the Vesting of an Award. Any adjustment shall take effect upon such written
notification being given.

10.

ADMINISTRATION OF THE PLAN

10.1 The Plan shall be administered by the Committee in its absolute discretion with such powers
and duties as are conferred on it by the board of directors of the Company, provided that no
member of the Committee shall participate in any deliberation or decision in respect of
Awards to be granted to him or held by him.
10.2 The Committee shall have the power, from time to time, to make and vary such
arrangements, guidelines and/or regulations (not being inconsistent with the Plan) for the
implementation and administration of the Plan, to give effect to the provisions of the Plan
and/or to enhance the benefit of the Awards and the Released Awards to the Participants,
as it may, in its absolute discretion, think fit. Any matter pertaining or pursuant to the Plan
and any dispute and uncertainty as to the interpretation of the Plan, any rule, regulation or
procedure thereunder or any rights under the Plan shall be determined by the Committee.
10.3 Neither the Plan nor the grant of Awards under the Plan shall impose on the Company or
the Committee or any of its members any liability whatsoever in connection with: (a) the
lapsing of any Awards pursuant to any provision of the Plan; (b) the failure or refusal by the
Committee to exercise, or the exercise by the Committee of, any discretion under the Plan;
and/or (c) any decision or determination of the Committee made pursuant to any provision
of the Plan.
10.4 Any decision or determination of the Committee made pursuant to any provision of the Plan
(other than a matter to be certified by the Auditors) shall be final, binding and conclusive
(including for the avoidance of doubt, any decisions pertaining to disputes as to the
interpretation of the Plan or any rule, regulation or procedure hereunder or as to any rights
under the Plan). The Committee shall not be required to furnish any reasons for any
decision or determination made by it.
10.5 A Director who is a member of the Committee shall not be involved in its deliberation in
respect of Awards to be granted to him.
11.

NOTICES AND COMMUNICATIONS

11.1 Any notice required to be given by a Participant to the Company shall be sent or made to
the registered office of the Company or such other addresses (including electronic mail
addresses) or facsimile number, and marked for the attention of the Committee, as may be
notified by the Company to him in writing.
11.2 Any notices or documents required to be given to a Participant or any correspondence to be
made between the Company and the Participant shall be given or made by the Committee
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APPENDIX G RULES OF THE SOG PSP


(or such person(s) as it may from time to time direct) on behalf of the Company and shall
be delivered to him by hand or sent to him at his home address, electronic mail address or
facsimile number according to the records of the Company or the last known address,
electronic mail address or facsimile number of the Participant.
11.3 Any notice or other communication from a Participant to the Company shall be irrevocable,
and shall not be effective until received by the Company. Any other notice or communication
from the Company to a Participant shall be deemed to be received by that Participant, when
left at the address specified in Rule 11.2 or, if sent by post, on the day following the date
of posting or, if sent by electronic mail or facsimile transmission, on the day of dispatch.
12.

MODIFICATIONS TO THE PLAN

12.1 Any or all the provisions of the Plan may be modified and/or altered at any time and from
time to time by a resolution of the Committee, except that:
(a)

no modification or alteration shall alter adversely the rights attached to any Award
granted prior to such modification or alteration except with the consent in writing of
such number of Participants who, if their Awards were Released to them upon the
Performance Conditions for their Awards being satisfied in full, would become entitled
to not less than three-quarters in number of all the Shares which would fall to be
Vested upon Release of all outstanding Awards upon the Performance Conditions for
all outstanding Awards being satisfied in full;

(b)

the definitions of Associated Company, Group Executive, Group Executive


Director, Non-executive Director, Participant, Performance Period and
Release Schedule and the provisions of Rules 4, 5, 6, 7, 8, 9, 10 and this Rule 12
shall not be altered to the advantage of Participants except with the prior approval of
the Companys shareholders in general meeting; and

(c)

no modification or alteration shall be made without the prior approval of the Singapore
Exchange and such other regulatory authorities as may be necessary.

For the purposes of Rule 12.1(a), the opinion of the Committee as to whether any
modification or alteration would adversely affect the rights attached to any Award shall be
final, binding and conclusive.
For the avoidance of doubt, nothing in this Rule 12.1 shall affect the right of the Committee
under any other provision of the Plan to amend or adjust any Award.
12.2 Notwithstanding anything to the contrary contained in Rule 12.1, the Committee may at any
time by resolution (and without other formality, save for the prior approval of the Singapore
Exchange) amend or alter the Plan in any way to the extent necessary or desirable, in the
opinion of the Committee, to cause the Plan to comply with, or take into account, any
statutory provision (or any amendment or modification thereto, including amendment of or
modification to the Act) or the provision or the regulations of any regulatory or other relevant
authority or body (including the Singapore Exchange).
12.3 Written notice of any modification or alteration made in accordance with this Rule 12 shall
be given to all Participants.

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APPENDIX G RULES OF THE SOG PSP


13.

TERMS OF EMPLOYMENT UNAFFECTED


The terms of employment of a Participant shall not be affected by his participation in the
Plan, which shall neither form part of such terms nor entitle him to take into account such
participation in calculating any compensation or damages on the termination of his
employment for any reason.

14.

DURATION OF THE PLAN

14.1 The Plan shall continue to be in force at the discretion of the Committee, subject to a
maximum period of ten (10) years commencing on the Adoption Date, provided always that
the Plan may continue beyond the above stipulated period with the approval of the
Companys shareholders by ordinary resolution in general meeting and of any relevant
authorities which may then be required.
14.2 The Plan may be terminated at any time by the Committee or, at the discretion of the
Committee, by resolution of the Company in general meeting, subject to all relevant
approvals which may be required and if the Plan is so terminated, no further Awards shall
be granted by the Committee hereunder.
14.3 The expiry or termination of the Plan shall not affect Awards which have been granted prior
to such expiry or termination, whether such Awards have been Released (whether fully or
partially) or not.
15.

TAXES
All taxes (including income tax) arising from the grant or Release of any Award granted to
any Participant under the Plan shall be borne by that Participant.

16.

COSTS AND EXPENSES OF THE PLAN

16.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with the
issue and allotment or transfer of any Shares pursuant to the Release of any Award in
CDPs name, the deposit of share certificate(s) with CDP, the Participants securities
account with CDP, or the Participants securities sub-account with a Depository Agent.
16.2 Save for the taxes referred to in Rule 15 and such other costs and expenses expressly
provided in the Plan to be payable by the Participants, all fees, costs and expenses incurred
by the Company in relation to the Plan including but not limited to the fees, costs and
expenses relating to the allotment and issue, or transfer, of Shares pursuant to the Release
of any Award shall be borne by the Company.
17.

DISCLAIMER OF LIABILITY
Notwithstanding any provisions herein contained, the Committee and the Company shall not
under any circumstances be held liable for any costs, losses, expenses and damages
whatsoever and howsoever arising in any event, including but not limited to the Companys
delay in issuing, or procuring the transfer of, the Shares or applying for or procuring the
listing of new Shares on the Singapore Exchange in accordance with Rule 7.1.3.

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APPENDIX G RULES OF THE SOG PSP


18.

DISCLOSURES IN ANNUAL REPORTS


The following disclosures (as applicable) will be made by the Company in its annual report
for so long as the Plan continues in operation:
(a)

the names of the members of the Committee administering the Plan;

(b)

in respect of the following Participants of the Plan:


(i)

directors of the Company;

(ii)

Controlling Shareholders and their Associates; and

(iii) Participants (other than those in paragraphs (i) and (ii) above) who have received
Shares pursuant to the Release of Awards granted under the Plan which, in
aggregate, represent 5% or more of the aggregate of the total number of Shares
available under the Plan,
the following information:
(aa) the name of the Participant;
(bb) the number of new Shares issued and the number of existing Shares transferred
to such Participant during the financial year under review; and
(c)

In relation to the Plan, the following particulars:


(i)

the aggregate number of Shares comprised in Awards granted under the Plan
since the commencement of the Plan to the end of the financial year under
review;

(ii)

the aggregate number of Shares comprised in Awards which have Vested under
the Plan during the financial year under review and in respect thereof, the
proportion of:
a.

new Shares issued; and

b.

existing Shares transferred and where existing Shares were purchased for
delivery, the range of prices at which such Shares were purchased,

upon the Release of the Vested Awards granted under the Plan; and
(iii) the aggregate number of Shares comprised in Awards granted under the Plan
which have not been Released, as at the end of the financial year under review.
19.

DISPUTES
Any disputes or differences of any nature arising hereunder shall be referred to the
Committee and its decision shall be final and binding in all respects.

G-13

APPENDIX G RULES OF THE SOG PSP


20.

GOVERNING LAW
The Plan shall be governed by, and construed in accordance with, the laws of the Republic
of Singapore. The Participants, by accepting grants of Awards in accordance with the Plan,
and the Company submit to the exclusive jurisdiction of the courts of the Republic of
Singapore.

21.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT, CHAPTER 53B


No person other than the Company or a Participant shall have any right to enforce any
provision of the Plan or any Award by the virtue of the Contracts (Rights of Third Parties)
Act, Chapter 53B of Singapore.

G-14

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATIONS
You are invited to apply and subscribe for the New Shares at the Issue Price for each New Share
subject to the following terms and conditions:
1.

YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 NEW SHARES OR INTEGRAL


MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF SHARES
WILL BE REJECTED.

2.

Your application for Offer Shares may be made by way of printed Offer Shares Application
Forms or by way of Electronic Applications through ATMs belonging to the Participating
Banks (ATM Electronic Applications) or through Internet Banking (IB) websites of the
relevant Participating Banks (Internet Electronic Applications), or through mobile
banking interface of the relevant Participating Banks (mBanking Applications, which
together with ATM Electronic Applications and Internet Electronic Applications, shall be
referred to as Electronic Applications).
Your application for the Placement Shares may only be made by way of printed Placement
Shares Application Forms.
YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE NEW SHARES.

3.

You (not being an approved nominee company) are allowed to submit only one
application in your own name for the Offer Shares or the Placement Shares. If you
submit an application for Offer Shares by way of an Application Form, you MAY NOT
submit another application for Offer Shares by way of an Electronic Application and
vice versa. Such separate applications shall be deemed to be multiple applications
and may be rejected at the discretion of our Company, and the Sponsor, Issue
Manager, Underwriter and Placement Agent.
If you submit an application for Offer Shares by way of an ATM Electronic Application,
you MAY NOT submit another application for Offer Shares by way of an Electronic
Application and vice versa. Such separate applications shall be deemed to be multiple
applications and may be rejected at the discretion of our Company, and the Sponsor,
Issue Manager, Underwriter and Placement Agent.
If you, being other than an approved nominee company, have submitted an application
for Offer Shares in your own name, you should not submit any other application for
Offer Shares, whether by way of an Application Form or by way of an Electronic
Application, for any other person. Such separate applications shall be deemed to be
multiple applications and may be rejected at the discretion of our Company, and the
Sponsor, Issue Manager, Underwriter and Placement Agent.
If you have made an application for Placement Shares by way of an Application Form,
you should not make any application for Offer Shares either by way of an Application
Form or by way of an Electronic Application and vice versa. Such separate
applications shall be deemed to be multiple applications and may be rejected at the
discretion of our Company, and the Sponsor, Issue Manager, Underwriter and
Placement Agent.

H-1

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATIONS
Conversely, if you have made an application for Offer Shares either by way of an
Electronic Application or by way of an Application Form, you may not make any
application for Placement Shares. Such separate applications shall be deemed to be a
multiple applications and may be rejected at the discretion of our Company, and the
Sponsor, Issue Manager, Underwriter and Placement Agent.
Joint and multiple applications for the New Shares shall be rejected. If you submit or
procure submissions of multiple share applications for Offer Shares, Placement
Shares or both Offer Shares and Placement Shares, you may be deemed to have
committed an offence under the Penal Code (Chapter 224) of Singapore and the SFA,
and your applications may be referred to the relevant authorities for investigation.
Multiple applications or those appearing to be or suspected of being multiple
applications may be rejected at the discretion of our Company, and the Sponsor, Issue
Manager, Underwriter and Placement Agent.
4.

We will not accept applications from any person under the age of 18 years, undischarged
bankrupts, sole-proprietorships, partnerships, or non-corporate bodies, joint Securities
Account holders of CDP and from applicants whose addresses (as furnished in their
Application Forms or, in the case of Electronic Applications, contained in the records of the
relevant Participating Banks, as the case may be) bear post office box numbers. No person
acting or purporting to act on behalf of a deceased person is allowed to apply under the
Securities Account with CDP in the deceaseds name at the time of application.

5.

We will not recognise the existence of a trust. Any application by a trustee or trustees must
therefore be made in his/her/their own name(s) and without qualification or, where the
application is made by way of an Application Form by a nominee, in the name(s) of an
approved nominee company or companies after complying with paragraph 6 below.

6.

WE WILL NOT ACCEPT APPLICATIONS FROM NOMINEES EXCEPT THOSE MADE BY


APPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as
banks, merchant banks, finance companies, insurance companies, licensed securities
dealers in Singapore and nominee companies controlled by them. Applications made by
persons acting as nominees other than approved nominee companies shall be rejected.

7.

IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A


SECURITIES ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR
APPLICATION. If you do not have an existing Securities Account with CDP in your own name
at the time of your application, your application will be rejected (if you apply by way of an
Application Form), or you will not be able to complete your Electronic Application (if you apply
by way of an Electronic Application). If you have an existing Securities Account with CDP but
fail to provide your Securities Account number or provide an incorrect Securities Account
number in Section B of the Application Form or in your Electronic Application, as the case
may be, your application is liable to be rejected. Subject to paragraph 8 below, your
application shall be rejected if your particulars such as name, NRIC/passport number,
nationality and permanent residence status provided in your Application Form or in the case
of an Electronic Application, contained in records of the relevant Participating Bank at the
time of your Electronic Application, as the case may be, differ from those particulars in your
Securities Account as maintained with CDP. If you possess more than one individual direct
Securities Account with CDP, your application shall be rejected.

H-2

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATIONS
8.

If your address as stated in the Application Form or, in the case of an Electronic
Application, contained in the records of the relevant Participating Bank, as the case
may be, is different from the address registered with CDP, you must inform CDP of
your updated address promptly, failing which the notification letter on successful
allotment and other correspondence from CDP will be sent to your address last
registered with CDP.

9.

Our Company and the Sponsor, Issue Manager, Underwriter and Placement Agent
reserves the right to reject any application which does not conform strictly to the
instructions set out in the Application Form and in this Offer Document or which does
not comply with the instructions for Electronic Applications or with the terms and
conditions of this Offer Document or, in the case of an application by way of an
Application Form, which is illegible, incomplete, incorrectly completed or which is
accompanied by an improperly drawn remittance or improper form of remittance. Our
Company and the Sponsor, Issue Manager, Underwriter and Placement Agent further
reserves the right to treat as valid any applications not completed or submitted or
effected in all respects in accordance with the instructions set out in the Application
Forms or the instructions for Electronic Applications or the terms and conditions of
this Offer Document, and also to present for payment or other processes all
remittances at any time after receipt and to have full access to all information relating
to, or deriving from, such remittances or the processing thereof.

10. Our Company and the Sponsor, Issue Manager, Underwriter and Placement Agent reserves
the right to reject or to accept, in whole or in part, or to scale down or to ballot any application,
without assigning any reason therefor, and no enquiry and/or correspondence on the
decision of our Company with regards hereto will be entertained. This right applies to
applications made by way of Application Forms and by way of Electronic Applications. In
deciding the basis of allotment, which shall be at our discretion, due consideration will be
given to the desirability of allotting the New Shares to a reasonable number of applicants with
a view to establishing an adequate market for the Shares.
11.

Subject to your provision of a valid and correct CDP Securities Account number, Share
certificates will be registered in the name of CDP or its nominee and will be forwarded only
to CDP. It is expected that CDP will send to you, at your own risk, within fifteen (15) Market
Days after the close of the Application List, a statement of account stating that your
Securities Account has been credited with the number of New Shares allotted to you, if your
application is successful. This will be the only acknowledgement of application monies
received and is not an acknowledgement by our Company and the Sponsor, Issue Manager,
Underwriter and Placement Agent. You irrevocably authorise CDP to complete and sign on
your behalf, as transferee or renouncee, any instrument of transfer and/or other documents
required for the issue or transfer of the New Shares allotted to you. This authorisation applies
to applications made by way of Application Forms and by way of Electronic Applications.
You hereby consent to the disclosure of your name, NRIC/passport number, address,
nationality, permanent residency status, CDP Securities Account number, CPF Investment
Account number (if applicable) and shares application amount from your account with the
relevant Participating Bank to the Share Registrar, SCCS, SGX-ST, CDP, CPF, our Company,
and the Sponsor, Issue Manager, Underwriter and Placement Agent.

H-3

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATIONS
12. In the event of an under-subscription for Offer Shares as at the close of the Application List,
that number of Offer Shares under-subscribed shall be made available to satisfy applications
for the Placement Shares to the extent that there is an over-subscription for Placement
Shares as at the close of the Application List.
In the event of an under-subscription for Placement Shares as at the close of the Application
List, that number of Placement Shares under-subscribed shall be made available to satisfy
applications for Offer Shares to the extent that there is an over-subscription for Offer Shares
as at the close of the Application List.
In the event of an over-subscription for Offer Shares as at the close of the Application List
and Placement Shares are fully subscribed or over-subscribed as at the close of the
Application List, the successful applications for Offer Shares will be determined by ballot or
otherwise as determined by our Directors after consultation with the Sponsor, Issue
Manager, Underwriter and Placement Agent, and approved by the SGX-ST.
In all the above instances, the basis of allotment of the New Shares as may be decided by
our Directors in ensuring a reasonable spread of shareholders of our Company, shall be
made public as soon as practicable via an announcement through the SGX-ST and through
an advertisement in a local newspaper.
13. You irrevocably authorise CDP to disclose the outcome of your application, including the
number of New Shares allotted to you pursuant to your application, to us, the Sponsor, Issue
Manager, Underwriter and Placement Agent and any other parties so authorised by the
foregoing persons.
14. Any reference to you or the applicant in this section shall include an individual, a
corporation, an approved nominee and trustee applying for the Offer Shares by way of an
Application Form or by way of an Electronic Application and a person applying for the
Placement Shares through the Placement Agent.
15. By completing and delivering an Application Form or by making and completing an Electronic
Application by (in the case of an ATM Electronic Application) pressing the Enter or OK or
Confirm or Yes or any other relevant key on the ATM (as the case may be) or by (in the
case of an Internet Electronic Application or mBanking Application) clicking Submit or
Continue or Yes or Confirm or any other relevant button on the IB website screen of the
relevant Participating Banks or the mobile banking interface of the relevant Participation
Banks (as the case may be) in accordance with the provisions of this Offer Document, you:
(a)

irrevocably offer, agree and undertake to subscribe for the number of New Shares
specified in your application (or such smaller number for which the application is
accepted) at the Issue Price for each New Share and agree that you will accept such
New Shares as may be allotted to you, in each case on the terms of, and subject to the
conditions set out in this Offer Document and the Memorandum and Articles of
Association of our Company for application;

(b)

agree that, in the event of any inconsistency between the terms and conditions for
application set out in this Offer Document and those set out in the IB websites or ATMs
or mobile banking interface of the relevant Participating Banks, the terms and
conditions set out in this Offer Document shall prevail;

H-4

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATIONS
(c)

agree that the aggregate Issue Price for the New Shares applied for is due and payable
to the Company upon application;

(d)

warrant the truth and accuracy of the information contained, and representations and
declarations made, in your application, and acknowledge and agree that such
information, representations and declarations will be relied on by our Company in
determining whether to accept your application and/or whether to allot any New Shares
to you;

(e)

(i) consent to the collection, use, processing and disclosure of your


name/NRIC/passport number or company registration number, address, nationality,
permanent resident status, CDP Securities Account number, CPF Investment Account
number (if applicable), share application amount, the outcome of your application
(including the number of New Shares allotted to you pursuant to your application) and
other personal data (Personal Data) by the Share Registrar, CDP, SCCS, the
SGX-ST, the Participating Banks, our Company, the Sponsor, Issue Manager,
Underwriter and Placement Agent and/or other authorised operators (the Relevant
Parties) for the purpose of the processing of your application for the New Shares, and
in order for the Relevant Parties to comply with any applicable laws, listing rules and/or
guidelines (collectively, the Purposes) and warrant that such Personal Data is true,
accurate and correct; (ii) warrant that where you, as an approved nominee company,
disclose the Personal Data of the beneficial owner(s) for the collection, use, processing
and disclosure by the Relevant Parties of the Personal Data of such beneficial owner(s)
for the Purposes; (iii) agree that the Relevant Parties may do anything or disclose any
Personal Data or matters without notice to you if the Sponsor, Issue Manager,
Underwriter and Placement Agent considers them to be required or desirable in respect
of any applicable policy, law, regulation, government entity, regulatory authority or
similar body; and (iv) agree that you will indemnify the Relevant Parties in respect of
any penalties, liabilities, claims, demands, losses and damages as a result of your
breach of warranties. You also agree that the Relevant Parties shall be entitled to
enforce this indemnity (collectively, the Personal Data Privacy Terms); and

(f)

agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable
to your application, you have complied with all such laws and none of our Company, and
the Sponsor, Issue Manager, Underwriter and Placement Agent will infringe any such
laws as a result of the acceptance of your application.

16. Our acceptance of applications will be conditional upon, inter alia, our Company being
satisfied that:
(a)

permission has been granted by the SGX-ST to deal in and for quotation for all our
existing Shares and the New Shares on a when-issued basis on Catalist;

(b)

the Sponsorship and Management Agreement and the Underwriting and Placement
Agreement referred to in the section titled Sponsorship, Management, Underwriting
and Placement Arrangements of this Offer Document have become unconditional and
have not been terminated or cancelled prior to such date as our Company may
determine; and

H-5

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATIONS
(c)

the SGX-ST, acting as an agent on behalf of the Authority, has not served a stop order
(Stop Order) which directs that no or no further shares to which this Offer Document
relates be allotted.

17. In the event that a Stop Order in respect of the New Shares is served by the SGX-ST, acting
as an agent on behalf of the Authority, and
(a)

in the case where the New Shares have not been issued, all applications shall be
deemed to have been withdrawn and cancelled and our Company shall refund (at your
own risk) all monies paid on account of your application of the New Shares (without
interest or any share of revenue or other benefit arising therefrom) to you within
fourteen (14) days of the date of the Stop Order; or

(b)

in the case where the New Shares have already been issued and/or transferred but
trading has not commenced, the issue and/or transfer of the New Shares shall be
deemed to be void and our Company shall, within fourteen (14) days from the date of
the Stop Order, refund (at your own risk) all monies paid on account of your application
for the New Shares (without interest or any share of revenue or other benefit arising
therefrom).

This shall not apply where only an interim Stop Order has been served.
18. In the event that an interim Stop Order in respect of the New Shares is served by the
SGX-ST, acting as an agent on behalf of the Authority, or other competent authority, no New
Shares shall be issued to you during the time when the interim Stop Order is in force.
19. The SGX-ST, acting as an agent on behalf of the Authority, is not able to serve a Stop Order
in respect of the New Shares if the New Shares have been issued, listed for quotation on a
securities exchange and trading in the New Shares has commenced.
20. We will not hold any application in reserve.
21. We will not allot Shares on the basis of this Offer Document later than six months after the
date of registration of this Offer Document by the SGX-ST.
22. Additional terms and conditions for applications by way of Application Forms are set out
below.
23. Additional terms and conditions for applications by way of Electronic Applications are set out
below.
ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS
Applications by way of an Application Form shall be made on, and subject to, the terms and
conditions of this Offer Document including but not limited to the terms and conditions appearing
below as well as those set out under the section titled Terms, Conditions and Procedures for
Application of this Offer Document, as well as the Memorandum and Articles of Association of our
Company.

H-6

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATIONS
1.

Your application for the Offer Shares must be made using the WHITE Application Forms and
WHITE official envelopes A and B for Offer Shares, the BLUE Application Forms and
BLUE official envelopes for Placement Shares, accompanying and forming part of this Offer
Document.
We draw your attention to the detailed instructions contained in the respective Application
Forms and this Offer Document for the completion of the Application Forms which must be
careful followed. Our Company and the Sponsor, Issue Manager, Underwriter and
Placement Agent reserves the right to reject applications which do not conform
strictly to the instructions set out in the Application Forms and this Offer Document or
to the terms and conditions of this Offer Document or which are illegible, incomplete,
incorrectly completed or which are accompanied by improperly drawn remittances or
improper form of remittance.

2.

Your Application Forms must be completed in English. Please type or write clearly in ink
using BLOCK LETTERS.

3.

All spaces in the Application Forms except those under the heading FOR OFFICIAL USE
ONLY must be completed and the words NOT APPLICABLE or N.A. should be written
in any space that is not applicable.

4.

Individuals, corporations, approved nominee companies and trustees must give their names
in full. If you are an individual, you must make your application using your full names as it
appears in your identity cards (if you have such an identification document) or in your
passports and, in the case of a corporation, in your full name as registered with a competent
authority. If you are a non-individual, you must complete the Application Form under the hand
of an official who must state the name and capacity in which he signs the Application Form.
If you are a corporation completing the Application Form, you are required to affix your
Common Seal (if any) in accordance with your Memorandum and Articles of Association or
equivalent constitutive documents of the corporation. If you are a corporate applicant and
your application is successful, a copy of your Memorandum and Articles of Association or
equivalent constitutive documents must be lodged with our Companys Share Registrar and
Share Transfer Office. Our Company reserves the right to require you to produce
documentary proof of identification for verification purposes.

5.

(a)

You must complete Sections A and B and sign on page 1 of the Application Form.

(b)

You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application
Form. Where paragraph 7(a) is deleted, you must also complete Section C of the
Application Form with particulars of the beneficial owner(s).

(c)

If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may
be, on page 1 of the Application Form, your application is liable to be rejected.

You (whether you are an individual or corporate applicant, whether incorporated or


unincorporated and wherever incorporated or constituted) will be required to declare whether
you are a citizen or permanent resident of Singapore or a corporation in which citizens or
permanent residents of Singapore or anybody corporate constituted under any statute of
Singapore having an interest in the aggregate of more than 50% of the issued share capital
of or interests in such corporations.

H-7

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATIONS
If you are an approved nominee company, you are required to declare whether the beneficial
owner of the Shares is a citizen or permanent resident of Singapore or a corporation, whether
incorporated or unincorporated and wherever incorporated or constituted, in which citizens
or permanent residents of Singapore or any body corporate whether incorporated or
unincorporated and wherever incorporated or constituted under any statute of Singapore
have an interest in the aggregate of more than 50% of the issued share capital of or interests
in such corporation.
6.

Your application must be accompanied by a remittance in Singapore currency for the full
amount payable, in respect of the number of New Shares applied for, in the form of a
BANKERS DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out in
favour of SINGAPORE O&G SHARE ISSUE ACCOUNT crossed A/C PAYEE ONLY, and
with your name, CDP Securities Account number and address written clearly on the reverse
side. Applications not accompanied by any payment or accompanied by any other form
of payment will not be accepted. We will reject remittances bearing NOT
TRANSFERABLE or NON TRANSFERABLE crossings. No acknowledgement or receipt
will be issued by our Company, or the Sponsor for applications and application monies
received.

7.

Monies paid in respect of unsuccessful applications are expected to be returned (without


interest or any share of revenue or other benefit arising therefrom) to you by ordinary post
within 24 hours of balloting of applications at your own risk. Where your application is
rejected or accepted in part only, the full amount or the balance of the application monies, as
the case may be, will be refunded (without interest or any share of revenue or other benefit
arising therefrom) to you by ordinary post at your own risk within fourteen (14) days after the
close of the Application List, provided that the remittance accompanying such application
which has been presented for payment or other processes has been honoured and
application monies have been received in the designated share issue account. In the event
that the Invitation is cancelled by us following the termination of the Sponsorship and
Management Agreement and the Underwriting and Placement Agreement, the application
monies received will be refunded (without interest or any share of revenue or other benefit
arising therefrom) to you by ordinary post at your own risk within five (5) Market Days of the
termination of the Invitation. In the event that the Invitation is cancelled by us following the
issuance of a Stop Order by the SGX-ST, acting as an agent on behalf of the Authority, the
application monies received will be refunded (without interest or any share of revenue or
other benefit arising therefrom) to you by ordinary post at your own risk within fourteen (14)
days from the date of the Stop Order.

8.

Capitalised terms used in the Application Forms and defined in this Offer Document shall
bear the meanings assigned to them in this Offer Document.

9.

You irrevocably agree and acknowledge that your application is subject to risks of fires, acts
of God and other events beyond the control of our Company, our Directors, the Sponsor
and/or any other party involved in the Invitation, and if, in any such event, our Company
and/or the Sponsor does not receive your Application Form, you shall have no claim
whatsoever against our Company, the Sponsor, Issue Manager, Underwriter and Placement
Agent and/or any other party involved in the Invitation for the New Shares applied for or for
any compensation, loss or damage.

H-8

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATIONS
10. By completing and delivering the Application Form, you agree that:
(a)

in consideration of our Company having distributed the Application Form to you and
agreeing to close the Application List at 12.00 noon on [] 2015 or such other time or
date as our Company may, in consultation with the Sponsor, Issue Manager,
Underwriter and Placement Agent, decide:
(i)

your application is irrevocable; and

(ii)

your remittance will be honoured on first presentation and that any monies
returnable may be held pending clearance of your payment without interest or any
share of revenue or other benefit arising therefrom;

(b)

neither our Company, the Sponsor, Issue Manager, Underwriter and Placement Agent
nor any other party involved in the Invitation shall be liable for any delays, failures or
inaccuracies in the recording, storage or in the transmission or delivery of data relating
to your application to us or CDP due to breakdowns or failure of transmission, delivery
or communication facilities or any risks referred to in paragraph 9 above or to any cause
beyond their respective controls;

(c)

all applications, acceptances and contracts resulting therefrom under the Invitation
shall be governed by and construed in accordance with the laws of Singapore and that
you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;

(d)

in respect of the New Shares for which your application has been received and not
rejected, acceptance of your application shall be constituted by written notification and
not otherwise, notwithstanding any remittance being presented for payment by or on
behalf of our Company;

(e)

you will not be entitled to exercise any remedy of rescission for misrepresentation at
any time after acceptance of your application;

(f)

in making your application, reliance is placed solely on the information contained in this
Offer Document and that none of our Company, the Sponsor, Issue Manager,
Underwriter and Placement Agent or any other person involved in the Invitation shall
have any liability for any information not so contained;

(g)

you consent to the disclosure of your name, NRIC/passport number, address,


nationality, permanent resident status, CDP Securities Account number, and share
application amount to our Share Registrar, CDP, SCCS, SGX-ST, our Company,
Sponsor, Issue Manager, Underwriter and Placement Agent or other authorised
operators; and

(h)

you irrevocably agree and undertake to subscribe for the number of New Shares applied
for as stated in the Application Form or any smaller number of such New Shares that
may be allotted to you in respect of your application. In the event that our Company
decides to allot and/or allocate a smaller number of New Shares or not to allot and/or
allocate any New Shares to you, you agree to accept such decision as final.

H-9

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATIONS
Applications for Offer Shares
1.

Your application for Offer Shares MUST be made using the WHITE Offer Shares Application
Forms and WHITE official envelopes A and B. ONLY ONE APPLICATION should be
enclosed in each envelope.

2.

You must:
(a)

enclose the WHITE Offer Shares Application Form, duly completed and signed,
together with the correct remittance in accordance with the terms and conditions of this
Offer Document in the WHITE official envelope A provided;

(b)

in the appropriate spaces on WHITE official envelope A:


(i)

write your name and address;

(ii)

state the number of Offer Shares applied for;

(iii) tick the relevant box to indicate the form of payment; and
(iv) affix adequate Singapore postage;

3.

(c)

seal the WHITE official envelope A;

(d)

write, in the special box provided on the larger WHITE official envelope B addressed
to SINGAPORE O&G LTD. C/O TRICOR BARBINDER SHARE REGISTRATION
SERVICES, 80 ROBINSON ROAD #02-00, SINGAPORE 068898, the number of Offer
Shares for which the application is made; and

(e)

insert WHITE official envelope A into WHITE official envelope B, seal WHITE official
envelope B, affix adequate Singapore postage on WHITE official envelope B (if
despatched by ordinary post) and thereafter DESPATCH BY ORDINARY POST OR
DELIVER BY HAND, the documents at your own risk to SINGAPORE O&G LTD. C/O
TRICOR BARBINDER SHARE REGISTRATION SERVICES, 80 ROBINSON ROAD
#02-00, SINGAPORE 068898, to arrive by 12.00 noon on [] 2015 or such other time
as our Company may, in consultation with the Sponsor, Issue Manager,
Underwriter and Placement Agent, decide. Local Urgent Mail or Registered Post
must NOT be used. No acknowledgement of receipt will be issued for any application
or remittance received.

Applications that are illegible, incomplete or incorrectly completed or accompanied by


improperly drawn remittances or improper form of remittance or which are not honoured upon
their first presentation are liable to be rejected.

Applications for Placement Shares


1.

Your application for Placement Shares MUST be made using the BLUE Placement Shares
Application Forms. ONLY ONE APPLICATION should be enclosed in each envelope.

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APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATIONS
2.

The completed and signed BLUE Placement Shares Application Form and the correct
remittance in full in respect of the number of Placement Shares applied for (in accordance
with the terms and conditions of this Offer Document) with your name and address written
clearly on the reverse side, must be enclosed and sealed in an envelope to be provided by
you. You must affix adequate Singapore postage on the envelope (if despatching by ordinary
post) and thereafter the sealed envelope must be DESPATCHED BY ORDINARY POST OR
DELIVERED BY HAND at your own risk to SINGAPORE O&G LTD. C/O TRICOR
BARBINDER SHARE REGISTRATION SERVICES, 80 ROBINSON ROAD #02-00,
SINGAPORE 068898, to arrive by 12.00 noon on [] 2015 or such other time as our
Company may, in consultation with the Sponsor, Issue Manager, Underwriter and
Placement Agent, decide. Local Urgent Mail or Registered Post must NOT be used. No
acknowledgement of receipt will be issued for any application or remittance received.

3.

Applications that are illegible, incomplete or incorrectly completed or accompanied by


improperly drawn remittances or improper form of remittance or which are not honoured upon
their first presentation are liable to be rejected.

ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS


The procedures for Electronic Applications are set out on the ATM screens (in the case of ATM
Electronic Applications), IB website screens (in the case of Internet Electronic Applications) and
the mobile banking interface (in the case of mBanking Applications) of the relevant Participating
Banks. Currently, DBS Bank, is the only Participating Bank through which mBanking Applications
may be made. For illustration purposes, the procedures for Electronic Applications through ATMs
and the IB website of the UOB Group are set out respectively in the Steps for an ATM Electronic
Application through ATMs of the UOB Group, and the procedure for mBanking Applications
through the mobile banking interface of the DBS Bank is set out in the Steps for mBanking
Applications through the mBanking interface of DBS Bank and the Steps for an Internet
Electronic Application through the IB website of the UOB Group (collectively, the Steps)
appearing below.
The Steps set out the actions that you must take at an ATM or the IB website of the UOB Group
to complete an Electronic Application. Please read carefully the terms of this Offer Document, the
Steps and the terms and conditions for Electronic Applications set out below before making an
Electronic Application. Any reference to you or the applicant in this section Additional Terms
and Conditions for Electronic Applications and the Steps shall refer to you making an application
for Offer Shares through an ATM or the IB website of a relevant Participating Bank.
You must have an existing bank account with and be an ATM cardholder of one of the Participating
Banks before you can make an Electronic Application at the ATMs. An ATM card issued by one (1)
Participating Bank cannot be used to apply for Offer Shares at an ATM belonging to other
Participating Banks. For an Internet Electronic Application, you must have an existing bank
account with an IB User Identification (User ID) and a Personal Identification Number/Password
(PIN) given by the relevant Participating Bank. The Steps set out the actions that you must take
at ATMs or the IB website of the UOB Group to complete an Electronic Application. The actions
that you must take at ATMs or the IB websites of other Participating Banks are set out on the ATM
screens or the IB website screens of the relevant Participating Banks. Upon the completion of your
ATM Electronic Application transaction, you will receive an ATM transaction slip (Transaction
Record), confirming the details of your Electronic Application. Upon completion of your Internet
Electronic Application, there will be an on-screen confirmation (Confirmation Screen) of the

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APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATIONS
application which can be printed for your record. The Transaction Record or your printed record
of the Confirmation Screen is for your retention and should not be submitted with any Application
Form.
You must ensure that you enter your own Securities Account number when using the ATM
card issued to you in your own name. If you fail to use your own ATM card or if you do not
key in your own Securities Account number, your application will be rejected. If you operate
a joint bank account with any of the Participating Banks, you must ensure that you enter
your own Securities Account number when using the ATM card issued to you in your own
name. Using your own Securities Account number with an ATM card which is not issued to
you in your own name will render your ATM Electronic Application liable to be rejected.
You must ensure, when making an Internet Electronic Application, that
(a)

you are currently in Singapore at the time of making such application;

(b)

your mailing address for IB with the relevant Participating Bank is in Singapore;

(c)

you are not a US person (1) (as such term is defined in Regulation S under the United States
Securities Act of 1933, as amended from time to time);

and you will be asked to declare accordingly. Otherwise, your application is liable to be rejected.
Note:
(1)

For details, please refer to the definition of US person on the IB websites.

You shall make an Electronic Application in accordance with and subject to the terms and
conditions of this Offer Document including but not limited to the terms and conditions appearing
below and those set out under the section titled Terms, Conditions and Procedures for
Application of this Offer Document as well as the Memorandum and Articles of Association of our
Company.
1.

In connection with your Electronic Application for Offer Shares, you are required to confirm
statements to the following effect in the course of activating your Electronic Application:
(a)

that you have received a copy of this Offer Document (in the case of ATM
Electronic Applications only) and have read, understood and agreed to all the
terms and conditions of application for Offer Shares and this Offer Document
prior to effecting the Electronic Application and agree to be bound by the same;

(b)

that you consent to the disclosure of your name, NRIC/passport number, address,
nationality, permanent residence status, share application amount, CPF
Investment Account number (if applicable) and CDP Securities Account number
and application details (the Relevant Particulars) with the relevant Participating
Bank to the CDP, CPF, SCCS, SGX-ST, Share Registrar, our Company, the Sponsor,
Issue Manager, Underwriter and Placement Agent or other authorised operators
(the Relevant Parties); and

(c)

that this is your only application for Offer Shares and it is made in your own name
and at your own risk.

H-12

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATIONS
Your application will not be successfully completed and cannot be recorded as a completed
transaction in the ATM or on the IB website unless you press the Enter or Confirm or Yes
or OK or any other relevant key in the ATM or click Confirm or OK or Submit or
Continue or Yes or any other relevant button on the IB website screen. By doing so, you
shall be treated as signifying your confirmation of each of the above three statements. In
respect of statement 1(b) above, such confirmation, shall signify and shall be treated as your
written permission, given in accordance with the relevant laws of Singapore including
Section 47(2) of the Banking Act (Chapter 19) of Singapore to the disclosure by the relevant
Participating Bank of the Relevant Particulars to the Relevant Parties.
2.

BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT


APPLYING FOR OFFER SHARES AS A NOMINEE OF ANY OTHER PERSON AND THAT
ANY ELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE
BY YOU AS THE BENEFICIAL OWNER.
YOU SHOULD MAKE ONLY ONE ELECTRONIC APPLICATION FOR OFFER SHARES
AND SHOULD NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES OR
PLACEMENT SHARES, WHETHER AT THE ATMS OR THE IB WEBSITES (IF ANY) OF
ANY PARTICIPATING BANK OR ON THE APPLICATION FORMS. IF YOU HAVE MADE AN
APPLICATION FOR OFFER SHARES OR PLACEMENT SHARES ON AN APPLICATION
FORM, YOU SHALL NOT MAKE AN ELECTRONIC APPLICATION FOR OFFER SHARES
AND VICE VERSA.

3.

You must have sufficient funds in your bank account with your Participating Bank at the time
you make your Electronic Application, failing which your Electronic Application will not be
completed or accepted. Any Electronic Application which does not conform strictly to
the instructions set out in this Offer Document or on the screens of the ATM or the IB
website of the relevant Participating Bank