TalkMed : Annual Report 2021

2021

ANNUAL REPORT

CONTENTS

CORPORATE INFORMATION 01

CORPORATE PROFILE 02

MESSAGE TO SHAREHOLDERS 05

FINANCIAL & OPERATIONS HIGHLIGHTS 08

BOARD OF DIRECTORS 09

KEY MANAGEMENT/EXECUTIVE OFFICERS 15

CORPORATE GOVERNANCE REPORT 16

FINANCIAL CONTENTS

DIRECTORS' STATEMENT 37

INDEPENDENT AUDITOR'S REPORT 42

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 47

STATEMENTS OF FINANCIAL POSITION 48

STATEMENTS OF CHANGES IN EQUITY 49

CONSOLIDATED CASH FLOW STATEMENT 52

NOTES TO THE FINANCIAL STATEMENTS 53

STATISTICS OF SHAREHOLDINGS 118

NOTICE OF NINTH ANNUAL GENERAL MEETING 120

ADDITIONAL INFORMATION ON DIRECTORS

SEEKING RE-ELECTION OR CONTINUED

APPOINTMENT 126

PROXY FORM

This annual report has been prepared by the Company and its contents have been reviewed by the Company's Sponsor, Hong Leong Finance Limited. It has not been examined or approved by the Exchange and the Exchange assumes no responsibility for the contents of this annual report, including the correctness of any of the statements or opinions made or reports contained in this annual report.

The contact person for the Sponsor is Mr Kaeson Chui, Vice President, at 16 Raffles Quay, #01-05 Hong Leong Building, Singapore 048581. Telephone number: (65) 6415 9886

CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr S. Chandra Das (Non-Executive Chairman and Independent Director)

Dr Ang Peng Tiam (Executive Director and Chief Executive Officer)

Dr Khoo Kei Siong (Executive Director and Chief Operating Officer)

Mr Sitoh Yih Pin (Independent Director)

Mr Dan Yock Hian (Independent Director)

Mr Lim Jen Howe (Non-Executive Director)

Mr Lim Teong Jin George (Non-Executive Director)

Ms Leong Ching Ching (Non-Executive Director)

AUDIT AND RISK COMMITTEE

• Mr Sitoh Yih Pin (Chairman)

• Mr Dan Yock Hian

• Mr Lim Jen Howe

REMUNERATION COMMITTEE

Mr S. Chandra Das (Chairman) Mr Sitoh Yih Pin

Ms Leong Ching Ching

NOMINATING COMMITTEE

Mr S. Chandra Das (Chairman) Dr Ang Peng Tiam

Mr Dan Yock Hian

COMPANY SECRETARIES

Mr Lee Boon Yong

Mr Lim Heng Chong Benny Ms Jacqueline Anne Low

REGISTERED OFFICE

101 Thomson Road #09-02 United Square Singapore 307591

Telephone No. : (65) 6258 6918 Facsimile : (65) 6258 0648 Website :www.talkmed.com.sg

PRINCIPAL PLACE OF BUSINESS

3 Mount Elizabeth

Mount Elizabeth Hospital Level 2 Singapore 228510

SHARE REGISTRAR AND SHARE TRANSFER OFFICE

B.A.C.S. Private Limited

77 Robinson Road #06-03 Robinson 77 Singapore 068896

SPONSOR

Hong Leong Finance Limited 16 Raffles Quay

#01-05 Hong Leong Building Singapore 048581

AUDITOR

Ernst & Young LLP

Public Accountants and Chartered Accountants One Raffles Quay

North Tower, Level 18 Singapore 048583

Partner-in-charge: Ms Ho Shyan Yan (appointed since the financial year ended 31 December 2018) Chartered Accountant, a member of the Institute of Singapore Chartered Accountants

PRINCIPAL BANKER

Oversea-Chinese Banking Corporation Limited 65 Chulia Street

#06-00 OCBC Centre Singapore 049513

CORPORATE PROFILE

TalkMed Group Limited ("TalkMed") was incorporated on 10 September 2013 in Singapore and listed on the Catalist board of Singapore Exchange Securities Trading Limited on 30 January 2014. TalkMed and its group of companies (collectively, the "Group") is primarily a premier provider of medical oncology, stem cell transplants and palliative care services, serving patients in Singapore and the region. Outside Singapore, the Group operates in Vietnam and Hong Kong as well as the People's Republic of China which the Group started operations during the second half of 2021. The Group structure as of March 2022(1) is as follows:

TalkMed Group

Limited

• (a) The Group exercises control over and derives economic benefits from the remaining 10% interest in the entity through contractual arrangements.

• (b) Operates TalkMed Shanshui Medical Centre.

ABOUT SINGAPORE CANCER CENTRE PTE. LTD. ("SCC")

SCC commenced operations in November 2006 and provides multidisciplinary medical oncology services, stem cell transplant and palliative care services. SCC's clinical functions include attending to patients, examining and administering medical treatment to patients and performing minor outpatient surgical procedures, prescribing medicines and investigations such as laboratory tests and diagnostic procedures. These clinical functions also include the review of investigation results and follow-up care with patients.

As of March 2022, the Group has sixteen doctors operating at nine clinics in Gleneagles Hospital Singapore, Mount Elizabeth Hospital Singapore, Mount Elizabeth Medical Centre and Mount Elizabeth Novena Specialist Centre Singapore, which are operated by Parkway Hospitals Singapore Pte. Ltd.. SCC has established itself as one of the market leaders in medical tourism in Singapore with foreign patients accounting for approximately half of its patient load in the past few years. Many of our patients are from regional countries such as Indonesia, Malaysia and Vietnam.

(1)

Following a strategic review of its investment in Stem Med Pte. Ltd. ("Stem Med") during the financial year ended 31 December 2021 ("FY2021"), TalkMed had disposed of its entire equity interest in Stem Med in October 2021 and accordingly, Stem Med and its subsidiaries had been excluded from the Group structure.

CORPORATE PROFILE

ABOUT TALKMED VIETNAM PTE. LTD. ("TalkMed Vietnam")

TalkMed Vietnam was set up in March 2014 and pursuant to its incorporation, it partnered with Thu Cuc International General Hospital to set up a medical centre known as Singapore Cancer Centre Thu Cuc that provides specialist medical oncology services in Hanoi, Vietnam.

ABOUT TALKMED GREATER CHINA PTE. LTD. ("TMGC")

TMGC was incorporated in November 2019 pursuant to a restructuring exercise to consolidate and streamline the Group's projects in the People's Republic of China ("PRC"). It is used by the Group as a vehicle to hold its current projects in Beijing and Chongqing through TalkMed China Pte. Ltd. ("TMC") and TalkMed Chongqing Pte. Ltd. ("TMCQ") respectively as well as to explore future healthcare-related projects and collaborations in the PRC.

Beijing

The Group has a 100% deemed interest in Beijing Yachuang Siwei Investment Management Co., Ltd. ("Yachuang"), after TMC, a wholly-owned subsidiary of the Group acquired 70% and 20% of the total issued and paid-up share capital of Yachuang in January 2020 and August 2021 respectively. The remaining 10% stake is held through contractual arrangements.

Yachuang is principally engaged in the business of investment management, hospital management, and healthcare management and consultancy (excluding diagnosis and treatment). Yachuang's wholly-owned subsidiary, Beijing Deyi Shanshui Clinic Co., Ltd., operates a private medical centre in Beijing, PRC, known as TalkMed Shanshui Medical Centre ("TSMC") offering premier and quality oncology services as well as ancillary services to support oncology patients in the PRC. TSMC has obtained the practice licence of medical institution in May 2021 and commenced operations in August 2021.

TalkMed Hospital Management (Beijing) Co., Ltd. ("TMHM") is 100% owned by TMC, and its principal activity is to provide hospital management and advisory services in the PRC.

Chongqing

TMCQ, a wholly-owned subsidiary of the Group, was incorporated with the aim to provide healthcare management services in Chongqing, PRC. TMCQ has jointly established a sino-foreign joint venture enterprise, Sino-Singapore Hospital Management (Chongqing) Co., Ltd. ("SSHM") in Chongqing, PRC, with Chongqing Yongchuan District People's Hospital ("YCDPH"). TMCQ and YCDPH hold 60% and 40% of the equity interests in SSHM respectively. Through SSHM, the Group operates a category 2A oncology hospital in the Yongchuan District, Western Chongqing, known as Sino-Singapore Cancer Centre ("SSCC"). SSCC obtained the practice licence of medical institution in April 2021 and commenced operations in June 2021.

In August 2021, TMCQ has also jointly established a joint venture company, Chongqing Medtech Health Management Co., Ltd. ("CMHM") in Chongqing, PRC, with joint venture partners, Chongqing Yijiasheng Pharma Technology Co., Ltd. ("CYPT") and Chongqing Tuozhen Information Technology Co., Ltd. ("CTIT"). CMHM's principal activity is to assist partner hospitals in the PRC to establish internet hospitals and operate their internet pharmacies. TMCQ, CYPT and CTIT hold 30%, 51% and 19% of the equity interest in CMHM respectively.