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TAKING STEPS, MOVING FORWARD

ANNUAL REPORT 2012/13

BIOSENSORS INTERNATIONAL GROUP, LTD.

C/O BLOCK 10, KAKI BUKIT AVENUE 1

#06-01/04

SINGAPORE 417942

WWW.BIOSENSORS.COM

CONTENT

PAGE 01

MISSION, CORPORATE PROFILE

PAGE 02

LETTER TO SHAREHOLDERS

PAGE 06

OPERATIONS REVIEW

PAGE 09

FINANCIAL HIGHLIGHTS

PAGE 10

FINANCIAL REVIEW

PAGE 14

BOARD OF DIRECTORS

PAGE 17

MANAGEMENT TEAM

PAGE 18

CORPORATE STRUCTURE

PAGE 19

CORPORATE INFORMATION

PAGE 20

CORPORATE DIRECTORY

PAGE 22

CORPORATE GOVERNANCE REPORT

PAGE 39

DIRECTORS’ INTERESTS

PAGE 42

SHARE OPTIONS AND SHARE PLANS

PAGE 48

FINANCIAL STATEMENTS

PAGE 144

STATISTICS OF SHAREHOLDINGS

PAGE 147

NOTICE OF 2013 ANNUAL GENERAL MEETING

Biosensors International Group, Ltd. develops, manufactures and markets innovative medical devices, aiming to improve patients’ lives through pioneering medical technology that pushes forward the boundaries of innovation. Founded in 1990, we were listed on the Mainboard of the Singapore Stock Exchange in 2005.

The Group currently operates through three business units (“BU”): cardiovascular BU, which includes the BioMatrixTM family of drug-eluting stents and the licensing of its proprietary drug-eluting stent technology; cardiac diagnostic BU, which includes the newly acquired assets of Spectrum Dynamics, offering advanced medical imaging and clinical solutions to help interventional cardiologists determine the most appropriate treatment for patients; and peripheral intervention BU, which includes drug-eluting balloons for the treatment of patients with peripheral arterial disease.

The Group has operations worldwide and is headquartered in Singapore.

Through our high quality medical devices, we impact the lives we touch, and are committed to continue investing in and developing pioneering medical technology, pharmacological research, and engineering new medical devices that will further benefit our patients. This will create the best possible patient outcomes, and provide value to our stakeholders including physicians, shareholders and employees.

CORPORATEPROFILE

MISSION

PAGE 02

BIOSENSORS INTERNATIONAL GROUP, LTD.ANNUAL REPORT 2012/13


Dear Shareholder,

Fiscal Year 2013 (“FY13”) has been a dynamic year of continued

growth and meaningful achievement for Biosensors. We continued

to perform well with our existing product lines and plan to introduce

more products in the near term. We are constantly yet cautiously

transforming our largely single-product business model into a platform

operation to sustain the high growth rate we have achieved in the

past. Similar to before, our success in FY13 is attributable to the

combined and concerted efforts of all our employees around the

world. We would also like to thank our Board of Directors for their

support and guidance.

FY13 was a challenging year in terms of the evident headwinds from

numerous fronts: the much-discussed government-mandated price

reductions, pressures from competitors’ new product launches and

pricing actions, and the softer percutaneous coronary intervention

YOH-CHIE LUExecutive Chairman

“We are constantly yet cautiously transforming our largely single-product business model into a platform operation to sustain the high growth rate we have achieved in the past.”

PAGE 03



JACK WANGChief Executive Officer

(“PCI”) procedural volumes in developed markets. Yet, against this

backdrop, we achieved the following:

– Product revenue grew 32% year-on-year, predominantly driven

by the consolidation of JW Medical Systems Limited’s (“JWMS”)

results beginning the third quarter of FY12 as a result of our

acquisition of the remaining 50 percent of JWMS, and continued

organic growth in our DES sales. We continued to record healthy

growth across our key regions and outperformed the overall

market.

– Operating profit grew 16% from FY12 despite a 29% year-on-year

reduction in licensing revenue. This improvement was due to an

overall better management of operations.

“Our strategy for sustainable growth is to reinvest the

strong operating cash flows from our successful DES

business into new areas... to achieve

potential high growth”

PAGE 04



– FY13 was a record year of operating cash flows.

– Excluding exceptional items, our net profit for FY13 grew 10%

year-on-year.

Our DES products are backed by a robust body of clinical data

demonstrating their clinical efficacy and safety. As we continue to

grow our existing DES sales, we are pleased to have also received CE

Mark approval for BioFreedomTM, our pioneered, polymer-free drug-

coated stent in FY13 and more recently in May, for BioMatrix NeoFlexTM,

the latest addition to our BioMatrixTM family of DES.

As part of our overall strategy to transform into a medical device

platform company, we raised S$300 million from the first tranche of our

inaugural Medium Term Note (“MTN”) programme in January 2013.

Shortly after the end of FY13, we announced the establishment of two

more business units (“BU”). In addition to the existing cardiovascular

BU, which comprises our flagship DES products, we formed the

following two BUs to expand our product offering:

– Cardiac diagnostic BU: We acquired substantially all assets of

Spectrum Dynamics (“SD”) as part of this new BU. We believe

SD’s innovative technology for cardiac imaging can improve

accuracy to determine who needs a stent, and how many stents

a patient may need. These two questions have implications not

only for physicians and their patients, but also for insurance

companies and other related parties. As one of the leading DES

providers in the world, we are committed to offering solutions

that will help physicians deliver the best care and treatment for

their patients. With our entry into the cardiac diagnostic market,

we are now also committed to helping physicians decide what

the best treatment should be.

– Peripheral intervention BU: We added drug-eluting balloons

for coronary and peripheral intervention to broaden and

complement our existing product offerings. This marks the first

step of our expansion into the peripheral business.

Our strategy for sustainable growth is to reinvest the strong operating

cash flows from our successful DES business into new areas such as

our new cardiac diagnostics and peripheral businesses to achieve

potential high growth. We would also explore more opportunities

PAGE 05



through mergers and acquisitions while maintaining a prudent and

disciplined use of our cash.

As a result of our healthy earnings performance and another record

year of operating cash flows, our Board of Directors recommended our

first-ever dividend of US$0.02 per share for FY13 subject to shareholder

approval in the coming Annual General Meeting. Moving forward,

we are committed to growing the value of the company to maximize

returns for our shareholders.

On behalf of the Board, we would like to thank the shareholders who

have been supporting us throughout the years. We look forward

to your continued support as we expand Biosensors into a leading

medical device platform company with even better performance and

return for our shareholders.

Sincerely,

YOH-CHIE LU JACK WANG

Executive Chairman Chief Executive Officer

PAGE 06


OPERATIONS REVIEW

SALES & MARKETING

In Fiscal Year 2013 (“FY13”), our product

revenue increase was driven by our

BioMatrixTM family of drug-eluting stents

(“DES”) and the consolidation of JW

Medical Systems Ltd (“JWMS”) results

beginning the second half of FY12.

Our DES sales growth in FY13 is a significant

achievement given the challenging

regulatory and competitive environment

during the period. We demonstrated

particularly good performance in the EMEA

and Asia Pacific regions. A growing body

of robust clinical evidence for our products,

notably the final five-year results from our

landmark LEADERS trial, has helped support

our continued growth.

During the course of FY13, we also entered

into an agreement with Terumo Corporation

to promote the NoboriTM DES system at

specific specialist cardiology centers in

Japan. Nobori incorporates two elements of

Biosensors-developed technology: Biolimus

A9TM (BA9TM), a highly lipophilic anti-restenotic drug developed by

Biosensors specifically for use with stents; and a unique abluminal

biodegradable polymer coating. With the DES market in Japan

becoming increasingly competitive, this new agreement will allow

two sales forces (Terumo and Biosensors Japan) to jointly promote

Nobori, highlighting its outstanding long-term efficacy and safety.

The co-promotion agreement commences in April 2013, for an initial

period of three years.

MANUFACTURING AND QUALITY ASSURANCE

Gross margins on total product sales were 81% in FY13, a significant

improvement from 73% in FY12. This was attributable to a more

favorable geographical and product mix as well as greater economies

of scale. The gross margin for our interventional cardiology product

line also improved to 83% in FY13, up from 75% in FY12.

Our construction of a new R&D and Innovation Hub in Singapore is

underway and projected to be completed by the later part of next

year. The hub will enable us to expand our production capacity and

undertake more vigorous research initiatives.

We remain committed to providing world-class products and services

through continuous business process improvement to meet our

customers’ expectations. Our focus on quality is based on a stringent

quality management system.

JWMS’ plant in Weihai, Shandong

PAGE 07


OPERATIONS REVIEW

CLINICAL AND REGULATORY DEVELOPMENTS

Final Results from LEADERS

Five-year LEADERS data, presented at the Transcatheter Cardiovascular

Therapeutics (“TCT”) scientific symposium in October 2012,

demonstrated that BioMatrix FlexTM significantly reduced the risk

of clinical events in the very late phase, and showed a significant

reduction in very late stent thrombosis (“VLST”), compared with

Cypher® SelectTM. This study had an excellent follow-up rate of 96.5%.

BioFreedomTM

In the fourth quarter of FY13, we received CE Mark approval for our

polymer-free drug-coated stent (“DCS”) – BioFreedomTM. BioFreedom

represents the latest development in Biosensors’ stent technology,

featuring a micro-structured abluminal surface, which permits the

controlled release of BA9 without the use of a polymer.

CE Mark approval for BioFreedom was supported by strong data from

the BioFreedom First in Man study. To further evaluate BioFreedom in a

larger patient population, we have begun enrolment in LEADERS FREE,

the world’s first prospective, randomised double-blind trial between

a DCS and bare-metal stent (“BMS”), exclusively involving patients at

high risk of bleeding. The study has been designed to confirm that

BioFreedom is as safe as a BMS in this patient group, and can deliver

the anti-restenotic benefit of a DES, with only a one-month course of

dual anti-platelet therapy administered to all

patients.

BioFreedom is expected to be launched

in select markets during 2013. The full

commercial launch is currently anticipated

during 2014.

BioMatrix NeoFlexTM

After the close of FY13, we announced in May

the CE Mark approval for BioMatrix NeoFlexTM,

the latest addition to our BioMatrix family of

drug-eluting stents.

BioMatrix NeoFlex features a new advanced

stent delivery system, improving pushability,

trackability and crossability. It also has a

lower lesion entry profile than its predecessor,

while retaining the same unique combination

of abluminal biodegradable polymer coating,

proprietary limus drug BA9 and flexible

platform which has made the BioMatrix stent

family an increasingly popular choice of DES

in the global markets where it is available.

BioFreedomTM polymer-free drug-coated stent

PAGE 08


OPERATIONS REVIEW

BioMatrix NeoFlex will be rolled out in all

CE Mark global markets over the coming

months.

EXPANDING OUR PRODUCT PORTFOLIO

The CE Mark approvals for, and upcoming

rollouts of, both BioMatrix NeoFlex and

BioFreedom will help drive our continued

growth in the DES market. Our in-house R&D

effort has generated great returns for our

organization and we remain dedicated to

investing in this front.

Shortly after the conclusion of FY13, we also

made two decisions that we think are in line

with our strategic objective of expanding

our product offerings and diversifying our

business as we transform Biosensors into a

leading medical device platform company.

In mid-May 2013, we acquired substantially

all the assets of Spectrum Dynamics – a

leader in advanced functional assessment

technologies, including those used to

evaluate patients for cardiac interventions

– and we have begun integrating these assets with our existing

businesses. Spectrum Dynamics’ revolutionary D-SPECT Cardiac

Imaging System has huge potential to expand both in new

geographical locations and in various application protocols. We

believe these innovative applications can offer patients more

advanced treatments and help physicians and hospitals reduce

the time and resources needed for making accurate diagnoses.

Hospitals and physicians in the emerging markets will thus be able to

screen cardiac patients more expediently and serve more patients

in a given time.

In June 2013, we also entered into a licensing agreement with Eurocor

GmbH, a group company of Opto Circuits (India) Ltd., for the right to

manufacture, market and sell drug-eluting balloons for both coronary

and peripheral interventions.

D-SPECT Cardiac Imaging System

PAGE 09


FINANCIAL HIGHLIGHTS

292336

TOTAL REVENUE (US$mil)

15%

211278

32%

PRODUCT REVENUE (US$mil)

122136

FY2012 FY2013

EBITDA exclude one-off gains/charges (US$mil)

11%

1,600

1,400

1,200

1,000

800

600

400

200

-

USD’ Million

Total Assets Total Liabilities Cash and Cash Equivalents Loans and Borrowings

FY2012 FY2013

PAGE 10


FINANCIAL REVIEW

REVENUE:

Total revenue for the year ended 31 March 2013 (“FY13”) was US$336.2 million, a 15% increase over the total revenue

for the year ended 31 March 2012 (“FY12”). FY13 product revenue increased by 32% to US$278.5 million from US$211.4

million in FY12, while licensing and royalties revenue decreased by 29% to US$57.7 million from US$80.8 million in FY12.

Interventional cardiology revenue, consisting of drug eluting stents (“DES”) and other interventional cardiology products

sales, grew 35% to US$264.9 million from US$196.7 million in FY12, driven largely by the consolidation of JW Medical

Systems Ltd and continued growth in the Group’s BioMatrix family of DES. Revenue for our critical care products have

decreased by 7% to US$13.6 million from US$14.6 million in FY12.

The table below shows the Group’s revenue, and the principal components of the revenue, as a percentage of total

revenue, for the respective years indicated:

FY2013 FY2012

US$’000 % US$’000 %

Critical care 13,624 4 14,624 5

Interventional cardiology 264,875 79 196,739 67

Total product revenue 278,499 83 211,363 72

Licensing revenue 57,688 17 80,778 28

Total revenue 336,187 100 292,141 100

COST OF SALES AND GROSS PROFIT:

The Group’s overall gross margin on product revenue improved to 81% in FY13 from the gross margin of 73% in FY12.

The gross margin percentage for interventional cardiology products improved to 83% from 75% in FY12, affected

by improvement in economies of scale, manufacturing efficiency improvement, as well as favourable product and

geographical mix. Critical care product gross margin reduction was mainly due to the effect of price erosion coupled

with limited volume.

The table below shows the Group’s gross profit by business segment, as a percentage of segment revenue, for the

years indicated:

FY2013 FY2012

Gross Profit Gross margin Gross Profit Gross margin

US$’000 % US$’000 %

Critical care 5,245 38 6,043 41

Interventional cardiology 220,413 83 147,748 75

Total product gross profit 225,658 81 153,791 73

Licensing revenue 57,688 100 80,778 100

Total gross profit 283,346 84 234,569 80

PAGE 11


FINANCIALREVIEW

OPERATING EXPENSES:

Net operating expenses for FY13 totaled US$172.2 million, compared to US$152.7 million in FY12. Exceptional expenses

affecting FY13 operating expenses include amortisation of customer list and patents of US$16.2 million, gain in fair

value of derivatives of US$5.0 million, realisation of translation difference on liquidation of a subsidiary of US$1.4

million, restructuring provision of US$0.8 million and goodwill impairment of US$1.9 million. Excluding these amounts,

net operating expenses for FY13 would have been US$159.7 million compared to US$128.0 million in FY12, if we use

the same basis of calculation as described below.

FY12 net operating expenses totaled US$152.7 million. Exceptional expenses affecting FY12 operating expenses

include amortisation of customer list and patents of US$8.3 million, loss in fair value of derivatives of US$4.1 million

and goodwill impairment of US$12.2 million. Excluding these amounts, net operating expenses for FY12 would have

been US$128.0 million.

Comparing the adjusted net operating expenses of both financial years, operating expenses for FY13 increased 25%

or US$31.7 million compared to FY12 while the product revenue growth excluding licensing revenue was 32%. The

FY13 operating expenses increase was mainly due to the full year consolidation of JWMS result, increased sales and

marketing expense growth necessary to support the Group’s growth in product revenue for the year, and increased

investment on research and development by the Group.

(i) Sales and marketing expenses

FY13 sales and marketing expenses increased 33% to US$103.9 million from US$78.3 million in FY12. The increase

was mainly due to consolidated expenses of JWMS and the increased expenses associated with product revenue

growth including warehousing, trade shows and brand building activities.

(ii) General and administrative expenses

FY13 general and administrative expenses increased 33% to US$40.6 million from US$30.6 million in FY12. The

increase was mainly due to the consolidated expenses of JWMS and increased payroll and amortisation expenses.

(iii) Research and development expenses

FY13 research and development expenses increased 41% to US$29.9 million from US$21.2 million in FY12. The

increase in research and development expenses was mainly due to higher clinical trials expenses and additional

investment in research and development.

(iv) Other operating income/(expenses)

Other operating income for FY13 comprised mainly of gain on fair value adjustment of derivatives of US$5.0 million

and realisation of translation difference on liquidation of a subsidiary of US$1.4 million. Other operating income in

FY12 comprised mainly of one-off non-operating gain from re-measurement of interest in joint-venture company.

Other operating expenses in FY13 comprised mainly of restructuring provision for the Group’s European operations of

US$0.8 million and impairment of goodwill of US$1.9 million, a reduction from FY12.

Other operating expenses in FY12 consisted mainly of allowance for impairment of goodwill of US$12.2 million, fair

value adjustment charge on derivatives of US$4.1 million and unrealised exchange losses of US$5.8 million.

PAGE 12


FINANCIAL REVIEW

NET RESULT AFTER TAXATION:

FY13 net profit after taxation was US$115.4 million, compared to US$364.3 million in FY12. In FY12, there was an one-off

gain from remeasurement of the interest in joint-venture company of US$279.6 million. Excluding the effect of the one-

off gain from remeasurement of the interest in joint-venture company, allowance for impairment of goodwill, fair value

adjustments on derivatives, realisation of translation differences and restructuring provision, net profit after taxation

would have been US$111.6 million and US$101.0 million for FY13 and FY12 respectively, an increase of 10% year on year.

The improvement was mainly due to the full year consolidation of the results of JWMS in FY13, high product revenue

growth in existing sales territories, improvement in operation efficiency and favourable product and geographical mix.

USE OF PROCEEDS FROM THE ISSUE OF S$48.75 MILLION 8.5% BONDS DUE IN DECEMBER 2012:

In FY10, the Company issued a total of S$48.75 million (US$34.9 million) in principal amount of 8.5% bonds due in

FY13 along with 22,475,232 detachable warrants exercisable into 22,475,232 new ordinary shares of par value 1/150

US cent each in the capital of the Company.

As of 31 March 2013, out of the total proceeds of S$58.8 million received from the issue of bonds and exercise of

warrants, approximately S$15.3 million was used to redeem the convertible notes due in FY2010, approximately S$9.0

million was used for the acquisition of assets and approximately S$34.5 million was used to finance the Group’s clinical

trials and new research and development programs.

The bonds due in December 2012 have been repaid in full.

USE OF PROCEEDS FROM THE PLACEMENT OF 216,325,800 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY:

In FY12, the Company had a placement of 216,325,800 new ordinary shares in the capital of the Company.

As of 31 March 2013, out of the net proceeds of US$157.8 million received from the share placement, the Company

paid US$122.3 million as part of the purchase consideration for the acquisition of the remaining 50% equity interest in

JWMS and US$35.5 million towards repayment of the bonds due in December 2012.

USE OF PROCEEDS FROM THE ISSUE OF S$300 MILLION 4.875% FIXED RATE NOTES DUE FY17:

In January 2013, the Company raised a total of S$300 million (approximately US$240 million) in aggregate principal

amount through the issuance of 4-year notes with interest at a rate of 4.875%, payable semi-annually in arrears.

As of 31 March 2013, the net proceeds of US$238 million has not been utilised by the Company.

PAGE 13


FINANCIALREVIEW

BALANCE SHEET AND CASH FLOWS:

Total net assets amounted to US$1.2 billion as at 31 March 2013, compared to US$1.1 billion at 31 March 2012. This is

mainly due to the positive results from operation.

Inventories and trade receivables rose to US$41.6 million and US$76.4 million from US$34.5 million and US$70.6 million

respectively, in line with the accelerated product revenue growth.

The Group’s cash and cash equivalents increased to US$614.3 million as at 31 March 2013 from US$313.5 million at

31 March 2012, a net increase of US$300.8 million. This was mainly due to cash generated from operating activities

for FY2013 of US$123.8 million, the net proceeds from the issue of medium term notes of US$238.2 million, offset by the

repayment of bonds due 2012 of US$39.9 million and purchase of treasury shares of US$18.0 million.

The Group registered a profit before tax of US$109.0 million. Changes in working capital of US$21.6 million were mainly

attributed to increases in trade and other receivables of US$11.6 million, inventories of US$9.2 million and decrease

in trade and other payables of US$0.7 million.

Net income tax payments amounted to US$4.2 million and interest income received was US$4.8 million. Interest

expenses paid of US$2.8 million were mainly attributed to interest on bonds.

Net cash used in investing activities amounted to US$8.2 million, consisting of purchases of intangible assets and

property, plant and equipment of US$0.5 million and US$7.8 million respectively.

Net cash generated from financing activities amounted to US$185.7 million, consisting mainly of the issuance of

medium term notes of US$238.2 million, issuance of new shares pursuant to the exercise of employee stock options

and warrants of US$11.1 million, offset by bonds repayment of US$39.9 million and purchase of treasury shares of

US$18.0 million.

BOARD OF DIRECTORS

PAGE 14


BOARD OF DIRECTORS

Mr. Lu, the founder of Biosensors International Group Ltd, was its chairman and CEO from its inception to 2008. He retained his leadership position as chairman of the Group since January 2008.

Mr. Lu has more than 30 years’ experience in the medical industry. As chairman, Mr. Lu’s experience, leadership and track record have proven to be critical. While serving as CEO, he was responsible for Biosensors’ business strategies and directions, the implementation of corporate plans and policies, and the general management of business.

Prior to founding the Company, Mr. Lu established Asia-based operations for the Medical Division of Gould Inc., which specialized in surgical and critical care catheters and instruments. He held various senior positions with Gould before advancing to the position of president of the Asia-Pacific division. In 1986, Mr. Lu participated in a management-led leveraged buyout of the division from Gould. He continued as president of the Asia-Pacific division through 1988 until it was sold to British Oxygen Corporation. He then served as president of Asia-Pacific with British Oxygen until 1990. In 1990, Mr. Lu also founded Sun Instruments-Japan, Sunscope International in California and Biosensors International in Singapore, all of which are now subsidiaries of Biosensors International Group, Ltd.

Mr. Lu holds a Bachelor of Science degree in Engineering from the University of California at Berkeley and a Masters degree in Business Administration from the Thunderbird Graduate School of International Management in Arizona.

Mr. Jump has over 30 years’ experience in the medical device industry. He joined Biosensors in 2003 as president of our subsidiary Occam International B.V. in The Netherlands and soon afterwards became the managing director of Biosensors Europe SA. In 2005 he was additionally appointed senior vice president – sales and marketing, with responsibility for sales, sales support and global marketing for Europe, Middle East, Africa, India, North and South America. In 2007 he was also given global responsibility for clinical and regulatory activities. In July 2010, Mr. Jump became our president and CEO, and subsequently co-CEO, a position he held until March 2012 when he was appointed president of Biosensors’ newly-created Cardiovascular Business Unit.

Prior to joining Biosensors, Mr. Jump served as CEO of Xitact Medical Simulation, which was acquired by Mentice. He has served as a board member with several medical device companies, and is currently on the board of PneumRx Inc and Veryan Medical. He has also served on the senior management team of several medical device companies, including Embol-X Inc., Alliance Medical Technologies, Cardio Thoracic Systems (“CTS”), Haemonetics S.A. and Pfizer Hospital Products Group. Mr. Jump received his Bachelor of Science degree from Indiana University, a Post-graduate degree in Management Research from the University of South Australia and a Masters degree (MSc) from London Business School.

Dr. Wang joined Biosensors in 2001 and has been involved in our product development and operating activities, first serving as our Vice President for Research & Development, then as Chief Operating Officer, as well as President and CEO of JW Medical Systems Ltd (“JWMS”). On 8 November 2010, Dr. Wang was appointed as our co-CEO and executive director, and in March 2012 he was appointed as CEO of Biosensors.

As co-CEO of Biosensors, Dr. Wang successfully completed the acquisition of Group’s remaining 50% equity interest in JWMS. Under his direction, Biosensors also reaffirmed its position as a leading innovator in the interventional cardiology market, well placed to diversify its business and achieve the Group’s long-term goal of becoming a first-class global medical device company.

Prior to joining Biosensors in 2001, Dr. Wang was manager of new product development for Johnson & Johnson (Cordis) and project group leader in stent delivery systems for Guidant Corporation. Dr. Wang has been granted more than 20 U.S. and European patents in medical devices and technology and has published more than 30 scientific papers on polymer materials and processing.

Dr. Wang received his Doctorate degree in polymer science from Case Western Reserve University, Cleveland, Masters degree in Science in Chemical Engineering from Clarkson University, Potsdam and Bachelor of Science degree in Chemistry and Chemical Engineering from Tsinghua University, Beijing.

Yoh-Chie LUExecutive Chairman

Jeffrey B. JUMPPresident of

Cardiovascular Business Unit and

Alternate Director to Dr. Jack Wang

Jack WANGExecutive Director

and CEO

PAGE 14


PAGE 15


BOARD OF DIRECTORS

Vincent ONGNon-Executive

Independent Director

Mr. Aw joined the Biosensors board as a non-executive, independent director and was appointed chairman of the Audit Committee on 28 July 2010. During the financial year, Mr. Aw was appointed as the Chairman of the Board Risk Management Committee.

Mr. Aw, a banker by training, co-founded the boutique corporate finance house e2-Capital Pte Ltd in June 2000 after spending 14 years with DBS Bank. When the company was successfully listed on the Singapore Exchange Limited (“SGX”) in January 2004 as SBI E2-Capital Holdings Limited, Mr. Aw was appointed as executive director on the board and served as chief operating officer responsible for the general management of the business, in addition to overseeing the execution of corporate finance transactions and looking after risk management. The company was renamed Westcomb Finance Group Limited in August 2004 and was a market leader in lead managing IPOs on the SGX between 2002 and 2005. Mr. Aw assumed the position of CEO in November 2006. After close to 10 years serving as senior management and on the board of Westcomb, he relinquished his position on 1 March 2010.

Mr. Aw’s 14 years in DBS Bank was in the frontline banking areas of corporate finance, corporate credit and syndication lending, consumer finance and international banking. He was posted overseas for six years in management position in Taiwan (Taipei) and China (Beijing and Shanghai). He was instrumental in setting up the first DBS Bank full service branch in Shanghai in 1995, running the outfit for three years as senior management before returning to Singapore in 1998.

Mr. Aw holds a Bachelor of Arts degree from the National University of Singapore and was winner of the Lim Tay Boh Memorial Medal for topping the Economics faculty in his final year in 1986.

Soon Beng AWNon-Executive


Adrian CHAN Pengee

Lead Independent Director

Mr. Chan joined the Biosensors board as a non-executive, independent director and was appointed as the Lead Independent Director on 1 June 2013. He was appointed as the chairman of the Nominations Committee on 28 July 2010, a member of the Compensation Committee on 8 November 2010. During the financial year, Mr. Chan was appointed as a member of the Board Risk Management Committee.

He is Head of Corporate and a senior partner at the law firm, Lee & Lee. Mr. Chan is Vice Chairman of the Singapore Institute of Directors and serves on the Corporate Governance and Regulations Committee of the Singapore International Chamber of Commerce and on the Corporate Practice Committee and Finance Committee of the Law Society of Singapore. Mr. Chan is also a director of Hogan Lovells Lee & Lee, the joint law venture between Lee & Lee and the international law firm, Hogan Lovells, and is an independent director on the boards of several publicly listed companies on the Singapore Stock Exchange.

He is the Honorary Secretary of the Association of Small and Medium Enterprises and has also co-authored Singapore’s first “Annotated Code of Corporate Governance” that is published in Woon’s Corporations Law. He has been appointed to the Corporate Governance and Directors’ Duties Working Group of the Steering Committee that has been established by the Ministry of Finance to review and rewrite the Companies Act and was appointed to the Audit Committee Guidance Committee, established by the MAS, ACRA and the SGX.

Mr. Chan holds a Bachelor of Law degree from the National University of Singapore and is a member of the Singapore Academy of Law.

Mr. Ong joined the Biosensors board as a non-executive, independent director and was appointed chairman of the Compensation Committee and a member of the Audit Committee on 28 July 2010, and a member of the Nominations Committee on 26 July 2012. During the financial year, Mr. Ong was appointed as a member of the Board Risk Management Committee.

Mr. Ong is the managing partner of Evia Capital Partners and Evia Real Estate, a private equity firm which also develops industrial and residential properties in Singapore.

Mr. Ong was chief executive officer of Auric Pacific Group Foods Limited, and a non-executive director of Food Junction Holdings Limited. Both companies are listed on the SGX-ST. From 1990 to 2004, Mr. Ong held various senior positions in US Food Multinationals. He was the president of Mars Food Division responsible for the entire Masterfoods business in Asia. He also headed the Pepsi Cola International Franchise business for South East Asia.

Mr. Ong has a Bachelor of Business Administration degree from the National University of Singapore and also holds a MBA degree from the University of Hull, UK.

PAGE 16


BOARD OF DIRECTORS

Mr. Zhang joined the Biosensors board as a non-executive, non-independent director on 3 October 2011. He is the vice chairman and general manager of Shandong Weigao Group Medical Polymer Company Limited (“Shandong Weigao”), listed on the Stock Exchange of Hong Kong Limited and he is also the vice chairman of Weigao Holding Company Limited (“Weigao Holding”).

Mr. Zhang studied politics and economics at the Weihai Campus of Shandong University from 1996 to 1998. Mr. Zhang was the deputy factory director of Weigao Holding from 1988 to 1998, and has been the general manager of Weigao Holding since 1998. Mr. Zhang joined Shandong Weigao since December 2000.

Huawei ZHANGNon-Executive Non-


Phyllis CHAN Yuk Ying

Non-Executive Non-Independent Director

Ms. Chan joined the Biosensors board as a non-executive, non-independent director on 27 November 2012. Ms. Chan is currently the head of business development and investor relations of Shandong Weigao Group Medical Polymer Company Limited (“Shandong Weigao”), and is responsible for developing business collaboration with multinationals and maintaining investor relationship.

Prior to joining Shandong Weigao in May 2006, Ms. Chan served as an auditor in Australia and Hong Kong from March 1986 to January 1991. She has also worked as an analyst for the Australian Securities Commission from January 1991 to March 1992. From April 1992 to March 1996, Ms. Chan worked in the Listing Division of the Stock Exchange of Hong Kong Limited. During the years from 1996 to 2006, Ms. Chan worked in corporate finance in investment banking.

Ms. Chan holds a Bachelor in Economics degree from the La Trobe University in Australia and is a chartered accountant with the Institute of Chartered Accountants in Australia.

Mr. Yuan joined the Biosensors board as a non-executive, non-independent director and was appointed a member of the Audit and Compensation Committees on 8 November 2010. Mr. Yuan is the managing director of Hony Capital which he joined in 2009. He leads Hony’s efforts in cross-border deals.

Prior to joining Hony Capital, Mr. Yuan was a managing director in Morgan Stanley Principal Investments based in Hong Kong, responsible for Morgan Stanley’s direct investment activities in China. Before that, Mr. Yuan was a managing director in the China Corporate Finance Group of Morgan Stanley. Prior to Morgan Stanley, Mr. Yuan was a vice president with Credit Suisse First Boston in Hong Kong and New York, focusing on corporate finance and merger and acquisitions transactions in the technology, media and telecom sectors. Mr. Yuan assisted numerous prominent Chinese State-Owned Enterprises and private sector companies in successfully completing their IPO, corporate finance and M&A transactions. Before this, Mr. Yuan worked as a financial analyst in project finance with Fieldstone Private Capital Group, L.P. in New York.

Mr. Yuan graduated from Nanjing University with a B.A. degree in English in 1990. He also received a Masters degree in International Relations from Yale University in 1993, and a Doctorate degree from Yale Law School in 1998.

Bing YUANNon-Executive Non-


Qiang JIANGNon-Executive Non-


Mr. Jiang joined the Biosensors board as a non-executive, non-independent director on 3 October 2011. He is a former consultant of Shandong Weigao Group Medical Polymer Company Limited (“Shandong Weigao”). Prior to this, he served as the head of corporate strategy and the deputy general manager of Shandong Weigao from June 2002 until August 2011.

Mr. Jiang obtained a Masters degree in Accounting from Northeast University of Finance and Economics in the People’s Republic of China in 1998. Mr. Jiang has an extensive experience in accounting and financial management.

PAGE 17


MANAGEMENTTEAM

Mr. Ede joined the Company in April 2011.

Since 2006, Mr. Ede served on the board of directors, and later as CFO, of Mindray Medical International, the largest medical equipment company in China which trades on the New York Stock Exchange, where he led the integration initiatives of Mindray’s acquisition projects in the United States. Mr. Ede stepped down as Mindray’s CFO in March 2011 but remains as a non-executive board member for the company.

Prior to his service at Mindray, he was CFO for the Asia Pacific region of JDSU Corporation, a NASDAQ-listed company which is one of the largest global providers of optical components and testing solutions for telecommunications companies.

Mr. Ede started his career as a financial analyst with Hewlett Packard, before joining ATL Ultrasound as finance manager. Following a promotion to director of finance, he was appointed managing director for the Asian region of SonoSite, a spin-off company from ATL Ultrasound. He has also acted as a consultant to a variety of organizations on their Asia-based operations.

Mr. Ede received his Bachelor of Business Administration degree from University of Hawaii and MBA degree from the University of Washington.

Mr. Shulze joined the Company in 1995.

Mr. Shulze has more than 30 years of experience in the medical device industry. Mr. Shulze is respected in the industry for his in-depth knowledge of drug-eluting stent technology and is often invited to speak at major medical congresses worldwide on the subject of drug eluting stents. Mr. Shulze is the primary architect of the Company’s BioMatrixTM and BioFreedomTM drug-eluting stent systems.

Previously, Mr. Shulze has held numerous managerial positions in medical device companies, including Spectratec Inc., a producer of blood-gas sensors; Bird Products Corporation, a producer of critical care ventilators; Albion Instruments, a producer of laser based anaesthesia respiratory gas monitoring systems; Spacelabs, a surgery and critical care monitoring system company; Gould Medical, Inc., a surgery and critical care catheters and instrumentation company; and GE Medical Systems.

Mr. Shulze received his Bachelor of Science degree with honours from the Milwaukee School of Engineering, and a Masters of Business Administration degree from the University of Wisconsin. He is also a graduate of General Electric’s Manufacturing Management and Physiology and Bioengineering courses.

Ronald H. EDECFO/Company

Secretary

John H. SHULZEChief Technology

Officer

Yoh-Chie LUExecutive Chairman

(Please see Board of Directors)

Jack WANGExecutive Director and CEO


Jeffrey B. JUMPPresident of Cardiovascular Business Unit and Alternate Director to Dr. Jack Wang


PAGE 18


CORPORATE STRUCTURE

100%Biosensors Interventional Technologies Pte. Ltd. (Singapore)

100%Biosensors Europe SA (Switzerland)

100%Biosensors Interventional Technologies (India) Private Limited (India)

Representative Offices in: Indonesia • Hong Kong • Taiwan • Korea

100%Biosensors International Pte Ltd (Singapore)

100%Biosensors Investment Limited (BVI)

100%Biosensors Investment (Singapore) Pte. Ltd. (Singapore)

BiosensorsInternationalGroup, Ltd.(Bermuda)

100%JW ICU Medical Limited 威海吉威重症醫療製品有限公司 (China)

100%Wellgo Medical Investment Company Limited (Hong Kong)

100%Biosensors France S.A.S (France)

100%Biosensors Deutschland GmbH (Germany)

100%Biosensors Iberia, SL (Spain)

100%Biosensors Japan Co., Ltd (Japan)

100%Biosensors Research USA, Inc. (USA)

100%Biosensors B.V. (The Netherlands)

100%Spectrum Dynamics Medical, Inc. (USA)

Representative Office in Beijing (China)

100%Spectrum Dynamics Medical Ltd (Israel)

50%

50%

100% JW Medical Systems Limited 山東吉威醫療製品有限公司 (China)

PAGE 19


CORPORATE INFORMATION

BOARD OF DIRECTORS

Executive Directors

Mr. Yoh-Chie LU, Executive Chairman

Dr. Jack WANG, Chief Executive Officer

Mr. Jeffrey B. JUMP, President,

Cardiovascular Business Unit

(Alternate to Dr. Jack Wang)

Non-Executive Directors

Adrian CHAN Pengee, Lead Independent Director

Soon Beng AW, Independent Director

Vincent ONG, Independent Director

Huawei ZHANG, Non-Executive Director

Bing YUAN, Non-Executive Director

Qiang JIANG, Non-Executive Director

Phyllis CHAN Yuk Ying, Non-Executive Director

AUDIT COMMITTEE

Soon Beng AW, Chairman

Bing YUAN, Member

Vincent ONG, Member

COMPENSATION COMMITTEE

Vincent ONG, Chairman

Bing YUAN, Member

Adrian CHAN Pengee, Member

NOMINATIONS COMMITTEE

Adrian CHAN Pengee, Chairman

Vincent ONG, Member

Yoh-Chie LU, Member

BOARD RISK MANAGEMENT COMMITTEE

Soon Beng AW, Chairman

Vincent ONG, Member


COMPANY SECRETARY

Ronald H. EDE

ASSISTANT COMPANY SECRETARY

Codan Services Limited

RESIDENT REPRESENTATIVE

Graham B. R. COLLIS

REGISTERED OFFICE

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Tel: +1 441 295 1422

Fax: +1 441 292 4720

BERMUDA SHARE REGISTRAR &

SHARE TRANSFER OFFICE

Codan Services Limited

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Tel: +1 441 295 1422

Fax: +1 441 292 4720

SINGAPORE SHARE TRANSFER AGENT

M & C Services Private Limited

112 Robinson Road

Singapore 068902

Tel: +65 6227 6660

Fax: +65 6225 1452

AUDITOR

Ernst & Young LLP

Certified Public Accountants

Level 18 North Tower

One Raffles Quay

Singapore 048583

Tel: +65 6535 7777

Fax: +65 6532 7662

(Partner-in-charge: Woon Yim YEE

appointment commenced from the audit of

the financial statements for the year ended

31 March 2011)

PAGE 20


CORPORATE DIRECTORY

CORPORATE OFFICE IN SINGAPOREBiosensors International Group, Ltd. (Co. Regn. No. 24983)c/o Biosensors Interventional Technologies Pte. Ltd.Block 10, Kaki Bukit Avenue 1 | #06-01/04 | Singapore 417942Tel: +65 6213 5777 | Fax: +65 6213 5737 / +65 6213 5739www.biosensors.com

SUBSIDIARIESBiosensors Interventional Technologies Pte. Ltd. (Co. Regn. No. 200602332R)Block 10 | Kaki Bukit Avenue 1 | #06-01/04 | Singapore 417942Tel: +65 6213 5777 | Fax: +65 6213 5737 / +65 6213 5739

Biosensors International Pte Ltd (Co. Regn. No. 198904428G)21 Kallang Avenue | #07-167 | Singapore 339412Tel: +65 6293 8066 | +65 6411 0500 | Fax: +65 6298 6242

Biosensors Investment (Singapore) Pte. Ltd. (Co. Regn. No. 201229974W)Block 10 | Kaki Bukit Avenue 1 | #06-01/04 | Singapore 417942Tel: +65 6213 5777 | Fax: +65 6213 5737 | +65 6213 5739

Biosensors Europe SA (Co. No. 2005/02467)Rue de Lausanne 29 | 1110 Morges (CH) | SwitzerlandTel: +41 21 804 8000 | Fax: +41 21 804 8001

Biosensors Japan Co., Ltd. (Co. No. 0134-01-004302)NBF Hibiya Building | 1-1-7 Uchisaiwaicho | Chiyoda-kuTokyo 100-0011 | JapanTel: +81 3 3595 7380 | Fax: +81 3 3595 7382

Biosensors Interventional Technologies (India) Private Limited(CIN: U33110GJ2007FTC052482)Plot #4 | Shed A/K 1/2 GIDC | Umberegaon-396165 | Gujarat | India

Biosensors B.V.Arnoudstraat 8 | 2182 DZ Hillegom | The NetherlandsTel: +31 252 517 676 | Fax: +31 252 526 782

Biosensors France S.A.S88 ter Avenue Général Leclerc | 92100 Boulogne Billancourt | FranceTel: +33 1 4609 9635 | Fax: +33 1 7376 8839

Biosensors Deutschland GmbHSchwerinstrasse 49 | 40476 Düsseldorf | GermanyTel: +499 211 497 695 888 | Fax: +499 211 9319 2685

Biosensors Iberia, SL. (Co. No. B86378825)C. Ayala 66, 1° izquierda | E-28001 Madrid | SpainTel: +34 900 994 167 | Fax: +34 917 693 000

JW Medical Systems Limited 山东吉威医疗制品有限公司68 Dalian Road, Weihai, Shandong | China 264209中国山东省威海市大连路68号，邮编:264209Tel: +86 631 5655000/5655001/5655011 | Fax: +86 631 5655080

JW ICU Medical Limited 威海吉威重症医疗制品有限公司328 Shichang Avenue | Weihai Shandong | China 264209山东省威海市世昌大道328号邮编：264209Tel: +86 631 365 1906 | Fax: +86 631 365 1911

Spectrum Dynamics Medical Ltd22 Bareket Street | North Industrial Street Park | Caesarea 30889, IsraelTel: +972 73 7374500 | Fax: +972 73 7374501

Biosensors Research USA, Inc.2478 Embarcadero Way | Palo Alto, CA 94303, USATel: +1 650 800 7000

Spectrum Dynamics Medical, Inc.2478 Embarcadero Way | Palo Alto, CA 94303, USATel: +1 650 800 7000

REPRESENTATIVE OFFICES Biosensors Interventional Technologies Pte. Ltd. Representative Office in IndonesiaJalan Tanah Abang II No. 67 | Jakarta Pusat 10160 | IndonesiaTel: +62 21 350 1151 | Fax: +62 21 350 4249

Biosensors Interventional Technologies Pte. Ltd. Representative Office in Taiwan新加坡柏盛科技股份有限公司台灣辦事處

12F, No. 26 Dongxing Road | Songshan District | Taipei City 105 |

Taiwan R.O.C.Tel: +886 2 2528 1628 | Fax: +886 2 2528 2018

Biosensors Interventional Technologies Pte. Ltd. Representative Office in Hong Kong新加坡柏盛科技股份有限公司香港办事处

Suite 1729A, 17/F, Ocean Center | 5 Canton Road, Tsim Sha Tsui Kowloon | Hong KongTel: +852 3184 0701 | Fax: +852 3184 0505

Biosensors Interventional Technologies Pte. Ltd. Representative Office in South KoreaPivot Point Premier Business Centre | RV1, 30th Floor, ASEM Tower159-1 Samsung-dong | Gangnam-gu, Seoul | Korea 135-798Tel: +82 10 3797 9471

Biosensors Europe SA Representative Office in Beijing, China瑞士百盛欧洲有限公司北京代表处

Foreign Economic & Trade Plaza, #912 | 22 Fuchengmenwai Avenue |

Xicheng District | Beijing | China 100037Tel: +86 10 6806 8918 | Fax: +86 10 6806 5989

FINANCIAL STATEMENTS

PAGE 22


PAGE 39


PAGE 42


PAGE 48

STATEMENT BY DIRECTORS

PAGE 49

INDEPENDENT AUDITOR’S REPORT

PAGE 50

BALANCE SHEETS

PAGE 52

CONSOLIDATED INCOME STATEMENT

PAGE 53

CONSOLIDATED STATEMENT OFCOMPREHENSIVE INCOME

PAGE 54

STATEMENTS OF CHANGES IN EQUITY

PAGE 58

CONSOLIDATED STATEMENT OF CASH FLOWS

PAGE 60

NOTES TO THE FINANCIAL STATEMENTS

PAGE 22



The Board of Directors (the “Board”) and Management of Biosensors International Group, Ltd. (“Biosensors” or

the “Company”) and its subsidiaries (together, the “Group”) are firmly committed to ensuring a high standard of

corporate governance which is essential to the sustainability of the Company’s business and performance.

This report outlines the Company’s corporate governance processes and systems for transparency, corporate

accountability and protection of shareholders’ value throughout the financial year, and the Company has adhered

to the principles and guidelines of the Code of Corporate Governance 2005 (the “Code”) with each area of non-

compliance specified and explained.

Whilst the revised Code of Corporate Governance 2012 will not be applicable to Biosensors until its financial year

commencing 1 April 2013, the Board has adopted certain corporate practices with reference to the key revised

guidelines, and continues to keep pace with developments in corporate governance.

BOARD MATTERS

The Board’s Conduct of Affairs

The Board is responsible for the Group’s overall entrepreneurial leadership, approving the Group’s corporate

strategic direction and performance objectives. Matters which are specifically reserved for decision of the Board

include those involving amendments to the Bye-laws of the Company, corporate plans and budgets, material

acquisitions and disposals of assets, corporate or financial restructuring, share issuances, dividends, and major

investments or expenditures.

All directors are required to exercise objective decision-making in the interests of the Company. Directors who are

in any way, directly or indirectly, interested in a transaction or proposed transaction will declare the nature of their

interests in accordance with the Company’s Bye-laws, and also voluntarily abstain from deliberation on the same.

The primary functions of the Board are either carried out directly by the Board or through committees established

by the Board, namely, the Audit Committee (“AC”), the Nominations Committee (“NC”) and the Compensation

Committee (“CC”), collectively referred to hereafter as the “Committees”. The Committees have specific terms

of reference approved by the Board, which are subject to regular review. These Committees are chaired by non-

executive independent directors, whose members are predominantly non-executive independent directors. All the

Committees are actively engaged and play an important role in ensuring good corporate governance in the Group.

In 2012, the Board established a separate Board Risk Management Committee (“BRMC”) consisting of non-

executive independent directors and senior management in helping the Board to carry out its responsibilities in the

governance of risk within the Group.

The Board meets regularly, at least once every quarter. In addition, ad hoc Board meetings are convened via

teleconferencing as and when they are deemed necessary to deliberate on urgent substantive matters. During

the Board meetings, Board members actively participate, discuss, deliberate and appraise the matters requiring

their attention and decision. Time is also set aside after each scheduled Board meetings for discussions amongst

the non-executive directors without the presence of management. Further, whenever needed, the non-executive

independent directors will meet without the presence of other directors outside formal Board meetings to discuss

issues amongst themselves and to provide feedback to the Chairman. For greater insight and understanding of

the Group’s overseas operations and facilities, at least one Board meeting a year is held at an overseas location,

usually where the Group’s operations are sited.

PAGE 23


CORPORATE GOVERNANCEREPORT

A total of 5 Board meetings were held in the financial year ended 31 March 2013. Meetings via telephone or video

conference are permitted by the Company’s Bye-laws. The Board and Committees also rely on circular resolutions

and discussions conducted via telephonic and other forms of correspondence in the discharge of their duties. The

attendance of the directors at meetings of the Board and Committees, as well as the frequency of such meetings

during the financial year under review, is disclosed below.

The Company also conducts an induction programme for newly appointed directors. This induction programme

seeks to familiarise directors with the Group’s core business, board processes and governance practices. The

programme is conducted by the Chairman of the Board and various key personnel of the management who

will brief the newly appointed directors on the key areas of the Group’s history, business operations, policies,

strategic plans and objectives. All directors are provided with regular updates on changes in the relevant laws

and regulations, and also kept informed of the availability of appropriate courses, conferences and seminars

conducted by the Singapore Institute of Directors, enabling them to make well-informed decisions and to ensure

that the directors are competent in carrying out their expected roles and responsibilities. Directors are informed

and encouraged to attend relevant courses conducted by the Singapore Institute of Directors, Singapore Exchange

Limited, business and financial institutions, and consultants. During the financial year under review, directors were

provided with training in areas such as the revised Code of Corporate Governance and regulatory requirements

on internal controls. AC members also attended training sessions on the latest Financial Reporting Standards

developments. Directors may, at any time, request further explanations, briefings or presentations on any aspect of

the Group’s operations or business issues from management.

The number of Board and various Committee meetings held in the financial year ended 31 March 2013 and the

attendance of each Board member at those meetings are as follows:

Directors Board Audit Committee Compensation

Committee

Nominations

Committee

Board Risk

Management

Committee

No.

Held*

No.

Attended

No.

Held*

No.

Attended

No.

Held*

No.

Attended

No.

Held*

No.

Attended

No.

Held*

No.

Attended

Yoh-Chie LU1 5 5 – – – – 1 1 – –

Jack WANG2 5 5 – – – – – – – –

Soon Beng AW3 5 5 4 4 – – – – 1 1

Vincent ONG4 5 5 4 4 3 3 – – 1 1

Adrian CHAN

Pengee5 5 5 – – 3 2 1 1 1 1

Bing YUAN6 5 4 4 4 3 3 – – – –

Huawei ZHANG7 5 3 – – – – – – – –

Qiang JIANG8 5 5 – – – – – – – –

Phyllis CHAN9 1 1 – – – – – – – –

Peter V. HUGGLER10 5 3 – – – – 1 1 – –

Li SHENG11 3 3 – – – – – – – –

Jeffrey B. JUMP12 5 5 – – – – – – – –

PAGE 24



* Number of meetings held during the time the director held office.

1 Yoh-Chie Lu, Chairman, was last re-elected as director on 28 July 2011.

2 Jack Wang, CEO, was last re-elected as director on 28 July 2011.

3 Soon Beng Aw is a non-executive independent director and Chairman of the AC and BRMC. He was last re-elected as director on

26 July 2012.

4 Vincent Ong is a non-executive independent director, Chairman of the CC and member of the AC, BRMC and was appointed as

member of the NC on 26 July 2012. He was last re-elected as director on 28 July 2011.

5 Adrian Chan Pengee is a non-executive independent director, Chairman of the NC and member of the CC and BRMC. He was

appointed Lead Independent Director on 1 June 2013 and was last re-elected as director on 28 July 2011.

6 Bing Yuan is a non-executive non-independent director and member of the AC and CC. He was last re-elected as director on 28

July 2011.

7 Huawei Zhang is a non-executive non-independent director. He was last re-elected as director on 26 July 2012.

8 Qiang Jiang is a non-executive non-independent director. He was last re-elected as director on 26 July 2012.

9 Phyllis Chan Yuk Ying was appointed as a non-executive non-independent director on 27 November 2012.

10 Peter V. Huggler retired as a non-executive independent director and ceased to be a member of the NC on 26 July 2012.

11 Li Sheng retired as a non-executive non-independent director on 26 July 2012.

12 Jeffrey B. Jump was appointed as alternate director to Jack Wang on 26 July 2012.

Board Composition and Guidance

The Board currently comprises 9 members, 3 of whom are non-executive independent directors, 4 are non-

executive non-independent directors and 2 are executive directors. The Board constantly examines its size and

the core competencies of its members in various fields such as finance, legal and management, industry and

strategic planning knowledge, their stature, and wealth of international business expertise seen against the scope

and nature of the Group’s worldwide operations. Taking into account the scope and the nature of operations

of the Group, the Board, in concurrence with the NC, reviews from time to time the composition and size of the

Board. Last year, the Board made an effort to reduce its size from 11 members to 9 members to allow for more

effective decision making yet without compromising diversity in expertise. Progressive refreshing of the Board is

also considered and the independent directors serving on the Board have served for less than 3 years. The current

Board comprises esteemed individuals from diverse qualifications and backgrounds including finance, law and

new technology. Several directors, including three non-executive directors, have experience in the medical device

industry.

A profile of each director (including their academic and professional qualifications and dates of first appointment

as directors) is included on Page 14 to 16 of this Annual Report.

The independence of each independent director is reviewed annually by the NC. The Board applies a stricter test

of independence than that set out in the Code to ensure a strong independent element on the Board. Each of the

non-executive independent directors of the Company is deemed to be independent only if he is independent not

just from management and officers of the Company but also from substantial shareholders of the Company. The

process that the NC adopts in ascertaining the independence of the independent directors is described in further

detail below.

PAGE 25



The directorships and chairmanships in listed companies held by the Board members, both current and those held

over the preceding 3 years are listed as follows:

Current directorships/chairmanships of the Board members in listed companies:

Director Listed Companies Directorships/Chairmanships

Adrian Chan Pengee Isetan (Singapore) Limited

AEM Holdings Ltd.

Yoma Strategic Holdings Limited

Global Investments Limited

Director

Director

Director

Director

Bing Yuan Tokai Kanko Co., Ltd Director

Huawei Zhang Shandong Weigao Group Medical Polymer

Company Limited

Vice Chairman

Directorship of Board members held over the preceding 3 years in listed companies:

Director Listed Company Directorship

Adrian Chan Pengee Oniontech Limited

UPP Holdings Limited

Director

Director

Save as disclosed above, the other Board members do not hold any directorships or chairmanships in listed

companies in the current and preceding 3 years.

Chairman and Chief Executive Officer

The Chairman of the Board, Mr. Yoh-Chie Lu, is the executive chairman. The Chairman leads and oversees the

operations and affairs of the Board. The Chairman facilitates good governance by directing the Board to focus on

governing and performing its oversight role of management. Further, the Chairman builds an effective Board team

and inspires the Board to set the mission and strategic direction of the Company. The Chairman works to ensure

that the Board functions properly, meets its obligations and responsibilities, and fulfills its mandate as set forth in the

Company’s Bye-laws and as otherwise determined from time to time by the Board. At the annual general meetings

and other shareholders’ meetings, he plays a pivotal role in fostering constructive dialogue between shareholders,

the Board and management. Since the Chairman is an executive director, the Company appointed Mr. Adrian

Chan Pengee as the Lead Independent Director on 1 June 2013.

Mr. Lu is assisted by Dr. Jack Wang, Chief Executive Officer (“CEO”) of the Company. Dr. Wang is responsible for

the implementation of the corporate plans and policies and general management of the affairs of the Company

and the Group. He leads and drives the Group’s global development – technologically, clinically and commercially

and ensures that the Board is kept updated and informed of the Group’s financial performance and business

operations. The executive chairman is not related to the CEO.

PAGE 26



NOMINATIONS COMMITTEE

Board Membership

The NC comprises the following directors:

Mr. Adrian CHAN Pengee, Chairman

Mr. Vincent ONG, Member

Mr. Yoh-Chie LU, Member

2 out of 3 members of the NC, including the NC Chairman, are independent. Under its terms of reference, the

responsibilities of the NC are, amongst other things, reviewing the Board’s composition and effectiveness and

determining whether directors possess the requisite qualifications and expertise and whether the independence of

directors is compromised.

The NC has put in place a formal process for the selection of new directors to increase transparency of the

nominating process in identifying and evaluating nominees for directors. The NC leads the process and makes

recommendations to the Board as follows:

a. The NC evaluates the balance of skills, knowledge and experience on the Board and in light of such

evaluation, and in consultation with management, determines the role and the desirable competencies for

a particular appointment.

b. External help such as referrals from headhunting, human resource or other professional firms may be used to

source for potential candidates. Directors and management may also make recommendations.

c. The NC meets with the short-listed candidates to assess their suitability and to ensure that the candidates

are aware of the expectations and the level of commitment required.

d. The NC makes its recommendations to the Board for approval.

All new appointments are subject to the recommendation of the NC based on the following objective criteria:

a. Integrity.

b. Independent mindedness.

c. Experience in high-performing companies/listed companies/medical device industry.

d. Diversity – possess core competencies that meet the needs of the Company and complement the skills and

competencies of existing directors on the Board.

e. Able to commit time and effort to carry out duties and responsibilities effectively.

The NC is also tasked with reviewing the performance and contribution of the Board as a whole, and individual

directors in order to nominate them for re-election or re-appointment. All appointments and re-appointments of

directors are first reviewed and considered by the NC and then put up to the Board for approval.

PAGE 27



Pursuant to the Company’s Bye-laws, one third of the Board for the time being (including the CEO and executive

directors), or if their number is not three or a multiple of three, then the number nearest to one-third but not less

than one-third are to retire from office by rotation at each annual general meeting (“AGM”), with each retiring

director being subject to re-election at the Company’s AGM. In addition, newly appointed directors will be subject

to re-election at the AGM following their appointment.

The NC is charged with determining if the independent directors are truly independent. On an annual basis, a

form is sent to each non-executive independent director for confirmation of his independence. The forms are

returned to the NC for review and the NC meets to discuss and assess each non-executive independent director’s

independence. The NC assesses if each director is independent from management, officers and substantial

shareholders of the Company, going beyond the Code’s definition of an “independent director” and bearing in

mind the guidance in the Code of the circumstances which would render a director to be non-independent. In

this regard, the NC examines whether the non-executive independent directors or their family members have any

relationship with the Company, its related companies or its officers or substantial shareholders or have accepted

any compensation from the Company or any of its subsidiaries other than compensation for board service or is a

substantial shareholder of or a partner in (with 5% or more stake), or an executive officer of, or a director of any

for-profit business organization to which the Company or any of its subsidiaries made, or from which the Company

or any of its subsidiaries received significant payments in excess of S$200,000 in the current or immediate past

financial year that could interfere, or be reasonably perceived to interfere, with the exercise of the director’s

independent business judgment with a view to the best interests of the Company.

The NC subscribes to the view that while it is important for directors to devote sufficient time and attention to the

affairs of the Group, the issue of multiple board representations should be left to the judgement and discretion of

each director. The NC does not focus solely on directors’ attendance at board meetings per se as an adequate

evaluation of the contribution of the directors. Instead, their abilities to provide strategic networking opportunities

to enhance the businesses of the Group, availability for guidance and advise outside the scope of formal board

meetings and contributions in specialised areas are also factors relevant in assessing the contributions of the

directors. While the NC will not stipulate the maximum number of boards each director may be involved in, the

NC will continue to monitor the contributions and the performance of each director, and to assess whether each

director has devoted sufficient time and attention to the affairs of the Group.

Board Performance

The performance of individual directors is assessed on the basis of each director’s contribution to the Company

and/or the levels of participation in various Committees and attendance at board meetings. The Board, through

the NC, implemented an annual evaluation process to assess the effectiveness of the Board as a whole, and has a

process to permit the assessment of the contributions of each individual director to the effectiveness of the Board.

The performance criteria for the board evaluation include matters such as board size and composition, board

independence, conduct of meetings, corporate strategy and planning, risk management and internal controls,

financial reporting, board performance in relation to discharging its principal functions and board committee

performance in relation to discharging the responsibilities set out in their respective terms of reference.

PAGE 28



The individual director’s performance criteria are categorised into five segments, namely,

a. Adequacy of preparation for board meetings and participation in board discussion;

b. Contribution in own specialist relevant area and long-range strategy;

c. Performance of director’s duties and maintenance of independence;

d. Attendance at board and board committee meetings and his informal contribution via teleconferencing or

electronic mail; and

e. Overall contribution (each director was appointed for his strength in certain areas which taken together

provide the Board with the required mix of skills and competencies).

Annually, each Board member will complete a Board Assessment Form. To encourage frank and open responses, a

consolidated report is prepared by extracting the respective responses from the individual Board Assessment Forms

without disclosing or attributing the names of the individual directors that provided the response or comment. The

consolidated report is then circulated to the NC for discussion and recommendations are made to the Board to

improve its effectiveness.

The Board’s assessment exercise provides an opportunity to obtain constructive feedback from each director on

whether the Board’s procedures and processes should be changed to allow the directors to discharge their duties

and enhance the effectiveness of the Board as a whole. Through the review process, the NC was able to identify

areas for improving the effectiveness of the Board and its Committees.

Access to Information

Prior to every Board and Committees meeting, members of the Board and Committees are provided with

the meeting agenda and the relevant papers submitted by management that contain adequate and timely

information to enable full deliberation on the issues at the respective meetings. Management, the Company’s

auditors and professional advisers who can provide additional insight into the matters for discussion are also invited

from time to time to attend such meetings. Directors have separate and independent access to the Company’s

senior management and company secretary.

Draft agendas for Board and Committee meetings are circulated to the Chairman of the Board and the Chairman

of the Committees respectively, in advance, for them to review and suggest items for discussion.

The company secretary, together with management, ensures that all Board and Committee procedures are

conducted in compliance with the Bermuda Companies Act, Bye-laws of the Company, SGX Listing Manual and the

applicable statutory and regulatory rules.

On an ongoing basis, the directors have unrestricted access to the Company’s records and information. From time

to time, they are furnished with detailed information concerning the Group to enable them to be fully cognisant of

the decisions and actions of the Group’s senior management.

PAGE 29



REMUNERATION MATTERS

Procedures for Developing Remuneration Policies

The CC is made up of non-executive directors, 2 of whom, including the CC Chairman, are non-executive

independent directors. It comprises the following members:

Mr. Vincent ONG, Chairman

Mr. Adrian CHAN Pengee, Member

Mr. Bing YUAN, Member

Under its terms of reference, the CC is responsible for reviewing a remuneration framework including but not

limited to directors’ fees, annual salaries, bonuses, allowances, share options, share awards and other benefits-

in-kind and specific remuneration packages of the Chairman, CEO, and key management personnel and submits

its recommendations to the Board for endorsement. The CC also assumes the role of administering the Biosensors

Employee Share Options Scheme 2004 (“2004 ESOS Plan”) and Biosensors Performance Share Plan (“Biosensors

PSP”).

No director or member of the CC is involved in deciding his own compensation, except for providing information

and documents specifically requested by the CC to assist it in its deliberations.

Level and Mix of Remuneration

The level and structure of the Group’s compensation policy are aligned with its long-term interest and risk policies,

as are appropriate to attract, retain and motivate directors to provide good stewardship, as well as motivate key

management personnel to successfully manage the Group.

When reviewing the structure and level of directors’ fees, the CC takes into consideration the independent and non-

executive directors’ respective roles and responsibilities on the Board and Committees, changes in the business,

corporate governance practices and regulatory roles and the impact of these changes on the directors’ roles and

responsibilities. Other factors taken into consideration include the frequency of Board and Committee meetings,

amount of time and effort that each Board member may be required to devote to their role and the comparability

of the Company’s fee structure and level with other companies of comparable size. Saved as disclosed, the

independent and non-executive directors do not have any service agreements with the Company. Other than the

directors’ fees, which have to be approved by the shareholders at every AGM and share options granted under the

2004 ESOS Plan, the independent and non-executive directors do not receive any remuneration from the Company.

For the period under review, the executive directors and key management personnel (who are not directors or

the CEO) are remunerated, among others, an annual basic salary plus other fixed allowance and benefit-in-kind,

short-term and long-term incentive plans. The Company subscribes to linking executive remuneration to corporate

and individual performance. This is based on an annual appraisal of employees and using indicators such as

core values, competencies, key result areas, performance rating, and employees. Long-term incentive plans

are delivered through equity plans meant to drive an ownership culture and retain key talents, with a focus on

delivering long-term growth and shareholder value.

PAGE 30



Disclosure on Remuneration

For the financial year ended 31 March 2013, directors’ fees are paid quarterly in arrears and on a pro-rated basis

to directors appointed during the financial year. The Company has adopted the following directors’ fee structure

for service on the Board and Committees. The fees are recommended by the Board for approval at the Company’s

AGM.

Appointment Per annum

Board of Directors

– Base fee S$45,000

Attendance fee will be paid in the event if Board meetings are held more than 6 times in the financial year:

– Physical attendance S$3,000

– Conference call attendance S$1,500

Audit Committee

– AC Chairman’s fee S$27,000

– AC Member’s fee S$18,000

Compensation Committee

– CC Chairman’s fee S$20,000

– CC Member’s fee S$10,000

Nominations Committee

– NC Chairman’s fee S$18,000

– NC Member’s fee S$9,000

Attendance fee will be paid to Committees in the event that the number of meetings held is more than 4 times in

the financial year:

– Physical attendance S$1,000

– Conference call attendance S$500

Executive directors do not receive directors’ fees but are remunerated as members of senior management.

The compensation package for executive directors and key management personnel comprise a basic salary

component and a variable component which is the annual bonus, based on achievement of the performance

objectives for the Group and their individual performance. Performance objectives aligned to the overall strategic,

financial and operational goals of the Group linking rewards to short-term and long-term objective are set at the

beginning of each financial year.

PAGE 31



The remuneration of each director and the top key executives payable for the financial year ended 31 March 2013

is as follows:

Remuneration Bands

Director’s

Fee* Salary

Variable

Bonus

Allowance and

Benefit-in-kind

Total

Compensation@

Executive Directors

S$1,400,000 to below S$1,600,000

Yoh-Chie LU – 56% 23% 21% 100%

S$1,200,000 to below S$1,400,000

Jeffrey B. JUMP# – 51% 22% 27% 100%

S$1,000,000 to below S$1,200,000

Jack WANG – 54% 23% 23% 100%

Non-Executive Directors

Soon Beng AW S$72,000 – – – S$72,000

Vincent ONG S$89,000 – – – S$89,000

Adrian CHAN Pengee S$73,000 – – – S$73,000

Bing YUAN S$73,000 – – – S$73,000

Huawei ZHANG S$45,000 – – – S$45,000

Qiang JIANG S$45,000 – – – S$45,000

Peter V. HUGGLER S$18,000 – – – S$18,000

Li Sheng S$15,000 – – – S$15,000

Phyllis CHAN Yuk Ying S$15,000 – – – S$15,000

# Jeffrey B. Jump is based in Switzerland and his remuneration is paid in Swiss Franc. (1 Singapore dollar equivalent to 0.7560 Swiss

Franc).

* Director’s fees for the financial year ended 31 March 2013 are paid quarterly in arrears and pro-rated based on the above mentioned

fee structure if appointment or retirement is during the financial year.

@ Excludes share options and performance shares granted during the financial year. For details on share options and performance

shares, please refer to the Directors’ Interests section.

The remuneration of the top 5 key executives of the Group (who are not directors or the CEO of the Company) in

each remuneration band for the financial year under review is set out below:

Remuneration Bands# No. of Key Executives

S$600,000 and below S$800,000 2

S$400,000 and below S$600,000 2

S$200,000 to below S$400,000 1

# Total compensation comprises salaries, variable bonuses, annual wage supplement (13th month), pension benefits and other

allowances and benefits-in-kind if applicable.

PAGE 32



The Company is of the view that given the sensitive and confidential nature of employees’ remuneration, detailed

disclosure of the remuneration of the key management personnel is not in the best interests of the Company and

the Group. Such disclosure would disadvantage the Group in relation to its competitors and may affect adversely

the cohesion and team co-operation prevailing amongst the key employees of the Group.

The executive directors’ and key executives’ remuneration comprises short term and long term incentives. Long

term incentives largely relate to the granting of share options and share awards under the 2004 ESOS Plan and

Biosensors PSP respectively. The vesting period of share options is over a period of 3 years or more and the actual

number of shares to be released pursuant to the awards granted under the Biosensors PSP is contingent on the

achievement of pre-determined targets set over a three-year performance period.

Save as disclosed above, there is no termination, retirement and post-employment benefits that may be granted to

directors and top 5 key executives (who are not also directors or CEO of the Company).

The only employee who is an immediate family member of a director of the Company is Ms. Miki Riku, sister of Mr.

Yoh-Chie Lu, Chairman of the Company. The compensation of Ms. Riku is below S$100,000 during the financial year

ended 31 March 2013.

ACCOUNTABILITY AND AUDIT

Accountability

The Board is accountable to the shareholders for providing them with a balanced and understandable assessment

of the Group’s performance, financial position and prospects, including interim and other price-sensitive public

reports. Management provides the Board with management accounts and an overview of operations with an

outlook on market growth and the competitive landscape, which presents a balanced and understandable

assessment of the Group’s performance, financial position and prospects. The CEO and Chief Financial Officer

(“CFO”) have provided the Board with a written confirmation that the financial records have been properly

maintained and that the financial statements give a true and fair view of the Group’s operations and finances.

The Board has embraced openness and transparency in the conduct of the Group’s affairs, whilst preserving the

commercial interests of the Group. Financial reports and other price-sensitive information are disseminated to

shareholders through announcements via SGXnet, press releases, the Company’s website, public webcasts and

media and analyst briefings.

Board Risk Management Committee

With greater complexity in the business and economic environment and increasing emphasis on risk governance,

the Company has set up a separate BRMC to advise the Board and to work closely with the AC on risk management

issues of the Group. One BRMC meeting was held during the year and the terms of reference was adopted which

include the following:

a. Oversee and advise the Board on the Group’s risk exposures, risk appetite and risk strategy;

b. Review and advise management in the formulation of the Group’s risk management framework and policies

and monitor the execution of risk mitigation strategies; and

c. Review and monitor the effectiveness of the Group’s risk management and internal control systems.

PAGE 33



The BRMC comprises 3 members, all of whom are non-executive independent directors:

Mr. Soon Beng AW, Chairman


Mr. Adrian CHAN Pengee, Member

Risk Management and Internal Controls

The Board believes in the importance of maintaining a sound system of risk management and internal controls to

safeguard shareholders’ interests and the Group’s assets.

The Board has approved a Group Risk Management Framework (the “Framework”) for the identification and

assessment of risks within the Group. This Framework is primarily based on the ISO Standard 31000:2009 Risk

Management – Principles and Guidelines and classifies risks faced by the Group into 6 categories, namely strategic,

external, financial, operational and compliance, human capital and information technology.

The identification and assessment of risks are delegated to management who assumes ownership and day-to-

day management of these risks. Management is responsible for the effective implementation of risk management

strategy, policies, processes and internal controls to facilitate the achievement of strategic objectives. Significant

business risks are proactively identified, addressed and reviewed on an ongoing basis, in particular the following:

Product Technology Risk

The Group operates in a rapidly changing business environment, and there is a risk that products can become

uncompetitive. To address this risk, the Group’s R&D, sales and marketing teams continuously anticipate, monitor

and keep pace with developments and advances in the medical device product business environment. To

maintain its technological leadership, the Group continues to invest in and support clinical trials, studies and

research to explore new avenues of usage for its existing products and develop new product pipelines.

Product Portfolio Risk

A significant portion of the Group’s product revenue is dependent on sales of drug-eluting stent (“DES”) products.

The Group continues to invest in R&D to improve its existing product lines with new and innovative technology

and to develop new product lines. Apart from product diversification through in-house R&D research and

commercialization of new products, the Group’s business development teams worldwide constantly review

synergistic opportunities, whether through mergers, acquisitions or partnerships, to continue enhancing and

diversifying its product portfolio and to ensure future long-term growth prospects.

As at 31 March 2013, based on existing internal controls established and maintained, reviews undertaken by

management, Committees and the Board, assurance provided by the CEO and CFO, and work performed by

both internal and external auditors, the Board, with the concurrence of the AC, is of the opinion that the system

of internal controls and risk management maintained by the Group is adequate in addressing the financial,

operational and compliance risks of the Group.

PAGE 34



The Board notes that no system of internal controls and risk management can provide absolute assurance in this

regard or absolute assurance against the occurrence of material errors, poor judgment in decision making, human

errors, losses, fraud or other irregularities.

The Board, together with the AC and management, will continue to enhance and improve the existing risk

management and internal control systems to identify and manage these risks.

Audit Committee

The AC comprises the following non-executive directors, 2 of whom including the AC Chairman, are independent:

Mr. Soon Beng AW, Chairman


Mr. Bing YUAN, Member

A majority of the AC members (including its Chairman) have accounting or finance qualification or work

experience. The AC meets on a quarterly basis and carries out its duties as set out within its terms of reference.

During the financial year, the AC has met with both internal and external auditors without the presence of

management to review any matters that might be raised.

The AC has explicit authority to investigate any matters it deems appropriate within its terms of reference and has

full access to and the co-operation of management. It may invite any director, officer or employee to attend its

meetings and is also authorised to seek external professional advice to enable it to discharge its responsibilities.

The principal responsibility of the AC is to assist the Board in maintaining high standards of corporate governance,

particularly by providing an independent review of the effectiveness of the Group’s financial reporting process

(including reviewing the accounting policies and practices of the Company and the Group on a consolidated

basis) and key internal controls, including financial, operational, compliance and risk management systems. Other

duties within its written terms of reference include:

• to review with management and, where appropriate, with the external auditors the quarterly and full

year financial statements to be issued by the Group before their submission to the Board to ensure their

completeness, accuracy and fairness;

• to review and approve the audit plans of the external and internal auditors;

• to review, on an annual basis, the scope and results of the external audit and its cost-effectiveness and the

independence and objectivity of the external auditors, and also to review on a periodic basis the nature and

extent of permitted non-audit services provided by the external auditors to the Group;

• to review the effectiveness of the internal audit function;

• to make recommendations to the Board on the nomination for the appointment, re-appointment and removal of

external auditors;

• to review the compliance by the Group with legal and regulatory requirements; and

• to review interested person transactions falling within the scope of Chapter 9 of the SGX Listing Manual.

PAGE 35



The Board, including AC members, are provided with continuing education in areas such as directors’ duties and

responsibilities, changes in financial reporting standards, corporate governance practices and laws relevant to the

Group’s businesses and operating environments so that they are kept abreast of such changes.

The AC, having reviewed the non-audit services (principally as tax consultants) provided by external auditors to the

Group, is satisfied that the nature and extent of such services would not affect the independence of the external

auditors. The AC has recommended to the Board that Ernst & Young LLP be re-appointed as external auditors of the

Company at the AGM.

The Company has complied with Rules 712, 713, 715 and 717, read with Rule 716 of the SGX Listing Manual in

relation to its appointment of auditing firms.

Internal Audit

The Company has an in-house internal audit function to promote good corporate governance, through its review

of the design and operating effectiveness of internal controls (financial, operational and compliance) that govern

key business processes within the Group. The internal audit function’s reviews also focus on compliance with

Group’s policies, procedures and regulatory responsibilities, performed in the context of financial and operational

reviews. The internal audit function engages closely with management in its consulting and control advisory roles to

promote risk management, internal control and governance processes.

The internal audit function adopts a risk-based approach in formulating its Internal Audit Strategic Plan (“Plan”)

which is aligned to the Group’s strategic and business objectives. The Plan is continuously reviewed and updated

to reflect changes which includes, but not limited to the Group’s strategy, growth and maturity, business

environment, regulatory and legal requirements. During the financial year, the AC reviewed and approved the Plan

and its scope. The internal audit function reports functionally to the AC Chairman and administratively to the CEO.

The internal audit function is guided by the International Standards for the Professional Practice of Internal Auditing

set by the Institute of Internal Auditors. The AC is satisfied that the internal audit function is adequately resourced

and has appropriate standing within the Group.

To ensure that the internal audits are performed effectively, the AC approves the hiring, removal, evaluation

and compensation of the head of the internal audit function. The Internal Auditors have unfettered access to all

documents, records, properties and personnel, including access to the AC.

Code of Conduct

The Company has a Code of Conduct which applies to directors, officers and all employees in the course of

their employment with the Group. Directors, officers and all employees are required to observe and uphold high

standards of integrity in carrying out their roles and responsibilities, and to comply with the Group’s policies and the

laws and regulations of the countries in which its subsidiaries and affiliates operate.

PAGE 36



Whistle-Blowing Policy

The Company has a Whistle-Blowing Policy (the “Policy”) and procedures that provide well-defined and accessible

channels, including anonymous internet and telephone based reporting tools independently managed by an

external service provider, through which employees of the Group may, in good faith and in confidence, raise

concerns on possible improprieties relating to financial reporting, and other matters including any breach of the

Code of Conduct.

For operations in China, the Company has in place arrangements, including anonymous reporting channels via

mail and telephone, through which employees may raise concerns in confidence and with effect from 1 June 2013,

these arrangements include a direct channel to Internal Audit.

The AC has the responsibility of overseeing this Policy which is administered with the assistance of the internal

audit function. Under this Policy, arrangements are in place for independent investigation of matters raised and for

appropriate follow up actions to be taken. Identities of whistle-blowers, persons assisting in the investigations and

the investigation subject(s) will be kept confidential to the extent possible. The AC will also investigate anonymous

complaints having regard to the supporting evidence provided but matters may not be satisfactorily resolved unless

the whistle-blower is able to come forward and offer his/her assistance. Whistle-blowers who report in good faith

and persons assisting in the investigation will be protected from reprisals to the extent possible.

SHAREHOLDER RIGHTS AND RESPONSIBILITIES

Communication with Shareholders

The Company engages in regular and effective communication with shareholders and the investment community,

with timely disclosures of material and other pertinent information, through regular dialogues and announcements

to SGX-ST. The aim is to provide shareholders and investors prompt disclosure of relevant information, to enable

them to have a better understanding of the Company’s business and performance. The Company does not

practise selective disclosure. Material information is simultaneously disseminated and publicly released via SGXnet,

and posted on the Company’s website at www.biosensors.com. The latest financial results and annual report are

available on the Company’s website under the dedicated link at “Investor Relations”. The Company has a media

and investor relations representative who may be reached at the email address [email protected].

From time to time, the key management personnel hold briefings with analysts and the media together to coincide

with the release of the Group’s quarterly and full year financial results. Media presentation slides, if any, and the

webcast of the briefing are also released on SGXnet and made available on the Company’s website. In addition,

management takes an active role in investor relations, meeting local and foreign fund managers regularly as well

as participating in road shows and conferences both locally and overseas.

Biosensors is committed to achieving a sustainable growth rate to enhance total shareholder return. The Group’s

dividend policy aims to balance cash return to shareholders and investments for sustaining growth, while aiming

for an efficient capital structure. To show our appreciation for our shareholders’ long term support, the Board is

recommending a final dividend payout of US$0.02 per share, to be approved by shareholders in the forthcoming

AGM.

PAGE 37



Conduct of Shareholder Meetings

The Board supports and encourages active shareholder participation at the Company’s general meetings. It

believes that general meetings serve as an opportune forum for shareholders to meet the Board and senior

management, and to interact with them.

The Company’s Bye-laws allow each shareholder to appoint up to 2 proxies to attend and vote on their behalf

in the general meetings. Shareholders who hold shares through nominees are permitted to attend the AGM as

observers, notwithstanding the 2-proxy rule in the Company’s Bye-laws. A copy of annual report and notice of AGM

are sent to all shareholders. Full information on each item in the agenda for the AGM is published in the notice of

AGM. Separate resolutions are proposed on each substantially separate issue at the meeting. At the Company’s

AGM, shareholders are given the opportunity to communicate their views and are encouraged to raise questions

and clarify any issues they may have relating to matters to the resolutions to be passed.

All Board members and senior management are present at each general meeting, including the Chairman of

the Board and the respective Chairmen of the AC, CC, NC and BRMC. The Company’s external auditors are also

present to address queries raised by the shareholders about the conduct of the audit and the preparation and

content of the auditor’s report.

The Company also maintains minutes of the AGM, which includes the key comments and queries raised by

shareholders and the responses from the Board, management and/or the external auditors. The detailed results of

voting on resolutions at shareholders’ meetings are also announced via SGXnet after the meetings.

DEALING IN SECURITIES

The Company has adopted an Insider Trading Policy which sets out the implications of insider trading and provides

guidance and internal regulation with regard to dealing in the Company’s securities by its directors, officers and

employees of the Group. These guidelines prohibit dealing in the Company’s securities on short-term considerations

and while in possession of unpublished material price-sensitive, financial or confidential information in relation to

such securities and during the “blackout period”, which is defined as two weeks before the date of announcement

of the Group’s quarterly financial results, and one month before the date of announcement of the Group’s half-

yearly or full-yearly results, and ending on the date of the announcement of the relevant results. The directors,

officers and employees of the Group are notified in advance of the commencement of each “blackout period”

relating to dealing in the Company’s securities.

The directors, officers and employees of the Group are also expected to observe insider trading laws at all times

even when dealing in the Company’s securities within the permitted trading period. For compliance, employees

and their associates who trade in the Company’s securities are required to provide information on their trades to

the Company during the permitted trading period. In addition, directors and employees with job grades of vice

president and above are required to seek prior approval from the compliance officers nominated by the Board

before trading of the Company’s securities.

PAGE 38



MATERIAL CONTRACTS

Save as disclosed in the financial statements, no material contracts (including loans) of the Company or its

subsidiaries involving the interests of the Chairman or any director or controlling shareholders subsisted at the end

of the financial year or have been entered into since the end of the previous financial year.

INTERESTED PERSON TRANSACTIONS

The Company ensures that all interested person transactions (“IPTs”) comply with its internal control procedures

and Chapter 9 of the SGX-ST Listing Manual, are carried out on an arm’s length basis, on normal commercial terms,

will not be prejudicial to the interests of the shareholders and will be properly documented.

The AC reviews all IPTs, if any, at least quarterly to ensure that they are carried out on an arm’s length basis and in

accordance with the internal control procedures.

The Company’s disclosure in respect of the IPTs for the financial year ended 31 March 2013 is stated as follows:

Name of Interested Person

Aggregate value of all IPTs under

review (excluding transactions less

than $100,000 and transactions

conducted under shareholders’

mandate pursuant to Rule 920)

Aggregate value of all IPTs

conducted under shareholders’

mandate pursuant to Rule 920

(excluding transactions

less than $100,000)US$’000 US$’000

Best Prime Investments Limited* 360 NA

• Biosensors International Group, Ltd. has entered into a consulting contract with Best Prime Investments Limited. Best Prime

Investments Limited is wholly-owned by Mr. Qiang Jiang, a non-executive non-independent director of the Company. Accordingly,

Best Prime Investments Limited is an interested person as defined by the Chapter 9 of the SGX-ST Listing Manual.

PAGE 39



According to the Register of Director's Shareholdings kept by the Company, particulars of interest of the Directors

who held office at the end of the financial year in shares, share options and performance shares in the Company

are as follows:

Ordinary shares of par value 1/150 US cent each

Shareholdings in the name

of the Director

Shareholdings in which the Director

is deemed to have an interest

At 1 April 2012,

or date of

appointment,

whichever is later

At

31 March 2013

At 1 April 2012,

or date of

appointment,

whichever is later

At

31 March 2013

Yoh-Chie LU – – – 2,000,000*

Jack WANG 150,000 150,000 – –

Jeffrey B. JUMP – 1,500,000 – –

Soon Beng AW 20,000 20,000 – –

Vincent ONG – – – –

Adrian CHAN Pengee – – – –

Bing YUAN – – – –

Huawei ZHANG – – – –

Qiang JIANG – – – –

Phyllis CHAN Yuk Ying – – – –

There is no change in any of the above mentioned interests of Directors between the end of the financial year and

21 April 2013.

* Note: 2,000,000 shares are registered under HSBC (Singapore) Nominees Pte. Ltd.

PAGE 40



OPTIONS TO SUBSCRIBE FOR ORDINARY SHARES

Options Holdings in the name of the Director

Directors

Exercise

Price

(US$ per

share) Validity Period

As at 1

April 2012,

or date of

appointment,

whichever is

later

As at 31

March 2013

As at 21

April 2013

Total

Options

Holdings as

at 21 April

2013 or

thereafter

Yoh-Chie LU 0.3600 19 Oct 2004-19 Oct 2014 7,000,000 5,000,000 5,000,000

0.7000 01 Apr 2006-01 Apr 2016 600,000 600,000 600,000

0.3600 22 Jul 2008-22 Jul 2018 1,000,000 1,000,000 1,000,000

0.3700 28 Jul 2009-28 Jul 2019 2,000,000 2,000,000 2,000,000 8,600,000

Jack WANG 0.1092 01 Jan 2004-01 Jan 2014 150,000 150,000 150,000

0.7000 01 Apr 2006-01 Apr 2016 60,000 60,000 60,000

0.5800 15 Nov 2007-15 Nov 2017 1,975,111 1,975,111 1,975,111

0.5200 02 May 2008-02 May 2018 1,000,000 1,000,000 1,000,000

0.2400 13 Feb 2009-13 Feb 2019 4,000,000 4,000,000 4,000,000

0.9200 09 Nov 2010-09 Nov 2020 2,000,000 2,000,000 2,000,000 9,185,111

Jeffrey B. JUMP 0.3600 01 Nov 2004-01 Nov 2014 1,000,000 1,000,000 1,000,000

0.7000 01 Apr 2006-01 Apr 2016 150,000 150,000 150,000

0.5400 11 Apr 2007-11 Apr 2017 166,805 166,805 166,805

0.5800 15 Nov 2007-15 Nov 2017 1,000,000 1,000,000 1,000,000

0.2400 13 Feb 2009-13 Feb 2019 2,000,000 500,000 500,000

0.8000 15 Oct 2010-15 Oct 2020 2,000,000 2,000,000 2,000,000 4,816,805

Soon Beng AW 0.6400 16 Sep 2010-16 Sep 2015 150,000 150,000 150,000

1.1700 30 March 2012-30 March 2022 – 100,000 100,000 250,000

Vincent ONG 0.6400 16 Sep 2010-16 Sep 2015 150,000 150,000 150,000

1.1700 30 March 2012-30 March 2022 – 100,000 100,000 250,000

Adrian CHAN

Pengee

0.6400 16 Sep 2010-16 Sep 2015 150,000 150,000 150,000

1.1700 30 March 2012-30 March 2022 – 100,000 100,000 250,000

Bing YUAN 0.9200 09 Nov 2010-09 Nov 2015 100,000 100,000 100,000

1.1700 30 March 2012-30 March 2022 – 66,000 66,000 166,000

Huawei ZHANG 1.1700 30 March 2012-30 March 2022 – 33,000 33,000 33,000

Qiang JIANG 1.1700 30 March 2012-30 March 2022 – 50,000 50,000 50,000

Phyllis CHAN

Yuk Ying

– – – – – –

PAGE 41



SHARE AWARDS GRANTED UNDER PERFORMANCE SHARE PLAN

Direct Interests Deemed interests

Director

No of share

awards

granted Vesting of shares

As at 1 April

2012

As at 31

March 2013

As at 1 April

2012

As at 31

March 2013

Yoh-Chie LU 9,000,000 3 years from 30 March 2012 9,000,000* 9,000,000* – –

Jack WANG 8,000,000 3 years from 19 June 2012 – 8,000,000* – –

*Note: The actual number of shares to be released pursuant to the awards granted under the Biosensors Performance Share Plan is

contingent on the achievement of pre-determined targets set over a three-year performance period.

PAGE 42


SHARE OPTIONS

AND SHARE PLANS

The Company has the following share options and share plans:

1. 2000 Stock Incentive Plan and additional options granted outside 2000 Stock Incentive Plan (the "Pre-IPO

ESOS Plan");

2. Biosensors Employee Share Option Scheme 2004 (the "2004 ESOS Plan"); and

3. Biosensors Performance Share Plan (the "Biosensors PSP").

All share options and share plans are administered by the Compensation Committee (the "Committee") which

comprises of the following members:

Vincent ONG, Chairman


Bing YUAN, Member

1. PRE-IPO ESOS PLAN

The Pre-IPO ESOS Plan, which was approved on 28 April 2000, was terminated at the shareholders' Special

General Meeting ("SGM") of the Company held on 28 January 2005 following the listing of the Company's

shares on the Singapore Exchange Securities Trading Limited ("SGX-ST"). However, the options granted and

accepted prior to its termination will continue to be valid and be subjected to the terms and conditions of

the Pre-IPO ESOS Plan.

2. 2004 ESOS PLAN

The 2004 ESOS Plan was approved at the SGM of the Company on 28 January 2005 and took effect on

20 May 2005. The duration of the 2004 ESOS Plan has been extended for a further period of 10 years from

28 January 2015 to 27 January 2025. The rules of the 2004 ESOS Plan were last amended and approved by

shareholders on 15 June 2011.

Under the terms of the 2004 ESOS Plan including amendments adopted on 15 June 2011, the Committee

may make offers of the grant of options to employees of the Company including group executive directors,

non-executive directors, controlling shareholders and their associates and employees or executive directors

of its Associated Company (as defined in the 2004 ESOS Plan).

The option granted with the exercise price set at market price shall only exercisable after the first anniversary

of the date of grant and expiring on the tenth anniversary of its date of grant or such earlier date as may

be determined by the Committee. In the case of an option set at a discount to the market price, the option

shall only be exercisable after the second anniversary of the date of grant of that option or such later date

as may be determined by the Committee.

The subscription price for each share in respect of which an option is exercisable shall be the average of

the last transacted prices of the shares as published by the SGX-ST for the five (5) consecutive market days

immediately preceding the date of grant, converted to US dollars based on the average exchange rate for

the same period, rounded up to the nearest whole cent.

Details of shares options granted under the Pre-IPO ESOS Plan and 2004 ESOS Plan (together, “Share Option

Plans”) are disclosed on the following pages.

PAGE 43



UNISSUED SHARES UNDER SHARE OPTIONS PLANS

As at 31 March 2013, details of the options granted under the Pre-IPO ESOS Plan on the unissued ordinary shares of

par value 1/150 US cent each are as follows:

Exercise price

(USD)

Options

granted

Options

exercised

Options cancelled/

lapsed

Options outstanding

at 31/03/2013

0.0002 7,036,450 (4,848,950) (2,187,500) –

0.0022 12,057,500 (12,057,500) – –

0.0028 10,869,000 (10,423,600) (445,400) –

0.0600 5,363,200 (4,736,550) (626,650) –

0.0684 1,959,050 (1,959,050) – –

0.0724 1,754,750 (1,477,600) (277,150) –

0.0902 78,235,750 (70,324,400) (7,866,350) 45,000

0.0926 2,079,900 (2,079,900) – –

0.1092 37,863,200 (34,113,800) (3,461,900) 287,500

0.2694 500,000 (400,000) (100,000) –

0.3600 33,430,000 (22,741,000) (3,505,000) 7,184,000

Total 191,148,800 (165,162,350) (18,469,950) 7,516,500

As at 31 March 2013, details of the options granted under the 2004 ESOS Plan on the unissued ordinary shares of

par value 1/150 US cent each are as follows:

Date of grant

Exercise price

(USD)

Options

granted

Options

exercised

Options

cancelled/

lapsed

Options

outstanding at

31/03/2013

01.04.2006 0.7000 8,063,000 (1,914,000) (4,472,000) 1,677,000

23.06.2006 0.4900 1,150,000 – (1,150,000) –

28.08.2006 0.5900 2,020,000 (2,000,000) (20,000) –

03.10.2006 0.5500 5,500,000 (5,250,000) – 250,000

23.11.2006 0.5500 502,000 – (300,000) 202,000

14.03.2007 0.5200 50,000 – (50,000) –

11.04.2007 0.5400 13,041,000 (5,764,335) (5,536,556) 1,740,109

26.04.2007 0.5200 350,000 – (350,000) –

20.06.2007 0.6500 322,000 (116,250) (205,750) –

01.07.2007 0.6300 50,000 – (50,000) –

15.11.2007 0.5800 3,967,000 (180,000) (161,889) 3,625,111

06.12.2007 0.5000 500,000 (500,000) – –

15.01.2008 0.6600 200,000 – (200,000) –

28.02.2008 0.6100 6,000,000 (4,500,000) (1,500,000) –

02.05.2008 0.5200 13,680,000 (7,628,076) (2,787,500) 3,264,424

PAGE 44


SHARE OPTIONS

AND SHARE PLANS

Date of grant

Exercise price

(USD)

Options

granted

Options

exercised

Options

cancelled/

lapsed

Options

outstanding at

31/03/2013

20.06.2008 0.5000 2,000,000 (2,000,000) – –

22.07.2008 0.3600 1,000,000 – – 1,000,000

15.10.2008 0.2100 1,000,000 (125,000) (375,000) 500,000

14.11.2008 0.1800 300,000 (150,000) (150,000) –

13.02.2009 0.2400 35,250,000 (16,294,274) (10,833,336) 8,122,390

28.05.2009 0.3700 1,500,000 (250,000) (1,000,000) 250,000

28.07.2009 0.3700 2,000,000 – – 2,000,000

29.07.2009 0.3700 200,000 – – 200,000

16.10.2009 0.4400 400,000 (133,332) (266,668) –

02.03.2010 0.6100 3,465,000 (421,250) (803,750) 2,240,000

21.05.2010 0.5900 50,000 – – 50,000

16.09.2010 0.6400 750,000 (99,999) (133,334) 516,667

15.10.2010 0.8000 2,000,000 – – 2,000,000

09.11.2010 0.9200 2,200,000 – (100,000) 2,100,000

11.04.2011 0.9700 1,000,000 – – 1,000,000

30.03.2012 1.1700 5,819,000 – (190,000) 5,629,000

Total 114,329,000 (47,326,516) (30,635,783) 36,366,701

DETAILS OF OPTIONS GRANTED UNDER SHARE OPTIONS PLANS

Since the commencement of the Pre-IPO ESOS Plan and 2004 ESOS Plan to the end of the financial year, the number

of options granted to directors and controlling shareholder of the Company and participants who received 5% or

more of the total number of options available under the Pre-IPO ESOS Plan and 2004 ESOS Plan are as follows:

Participants

Options granted

during the

financial year

under review

Aggregate

options

granted since

commencement

of the respective

Options Plans to

31 March 2013

Options

lapsed since

commencement

of the respective

Option Plans to

31 March 2013

Aggregate

options

exercised since

commencement

of the Pre-IPO

ESOS Plan to

31 March 2013

Aggregate

options

outstanding as

at the end of

financial year

Share options to subscribe for ordinary shares of par value 1/150 US cent each

Pre-IPO ESOS Plan

Directors

Yoh-Chie LU* – 22,450,100 – (17,450,100) 5,000,000

Jack WANG – 3,179,900 – (3,029,900) 150,000

Jeffrey B. JUMP – 3,100,000 – (2,100,000) 1,000,000

*Director who received more than 5% or more of the total number of options available under the Pre-IPO ESOS Plan.

PAGE 45



Participants

Options

granted

during the

financial

year under

review

Aggregate

options

granted since

commencement

of the respective

Options Plans to

31 March 2013

Options

lapsed since

commencement

of the respective

Option Plans to

31 March 2013

Aggregate

options

exercised since

commencement

of the Pre-IPO

ESOS Plan to

31 March 2013

Aggregate

options

outstanding as

at the end of

financial year

Participant who are controlling shareholders of the Company and their associates

Nil – – – – –

Participant other than named above, who received 5% or more of the total number of options available

under the Pre-IPO Plan

Eberhard Grube – 10,000,000 – (10,000,000) –

Participants who received less than 5% of the total number of options available under the Pre-IPO Plan

Other employees – 152,418,800 (18,469,950) (132,582,350) 1,366,500

2004 ESOS Plan

Directors

Yoh-Chie LU – 3,600,000 – – 3,600,000

Jack WANG – 9,035,111 – – 9,035,111

Jeffrey B. JUMP – 5,316,805 – (1,500,000) 3,816,805

Soon Beng AW – 250,000 – – 250,000

Vincent ONG – 250,000 – – 250,000

Adrian CHAN Pengee – 250,000 – – 250,000

Bing YUAN – 166,000 – – 166,000

Huawei ZHANG – 33,000 – – 33,000

Qiang JIANG – 50,000 – – 50,000

Phyllis CHAN Yuk Ying – – – – –

Participant who are controlling shareholders of the Company and their associates

John ZHAO – 100,000 (100,000) – –

Participant other than named above, who received 5% or more of the total number of options available

under the 2004 ESOS Plan

R. Michael Kleine – 20,100,000 (8,066,667) (12,033,333) –

Participants who received less than 5% of the total number of options available under the 2004 ESOS Plan

Other employees – 75,178,084 (22,469,116) (33,793,183) 18,915,785

During the financial year under review, no options have been granted to directors and employees of the Company

under the 2004 ESOS Plan (FY2012: 6,819,000 options).

PAGE 46


SHARE OPTIONS

AND SHARE PLANS

Save as disclosed above, no other participant of the Company or its subsidiaries has received 5% or more of the

total options available under the 2004 ESOS Plan and no options have been granted to controlling shareholders

and their associates and employees or executive directors of the Company’s associated company.

Further information on the Share Option Plans can be found in Note 23 of the Notes to the Financial Statements.

3. BIOSENSORS PSP

The Company has also adopted a performance share plan known as Biosensors Performance Share Plan

(“Biosensors PSP”) on 27 May 2006. The rules of the Biosensors PSP were last amended and approved by

shareholders on 23 July 2007.

The plan allows the Company to target specific performance objectives for its senior executives and

key management and provide an incentive for them to achieve these targets. Therefore it increases the

Company’s flexibility and effectiveness in its continuing efforts to reward, retain and motivate its senior

executives and key management to achieve superior performance and further strengthen the Company’s

competitiveness in attracting and retaining superior local and foreign talent.

Under the terms of the Biosensors PSP, awards of fully paid-up shares will be granted, free of payment, to

selected senior executives and key management of the Company and its subsidiaries, including executive

directors with performance targets to be set over a performance period (typically a three-year period).

Subject to the achievement of the prescribed performance targets and upon expiry of the prescribed

performance period, fully paid shares free of charge will be allotted and issued.

The total number of new shares which may be issued pursuant to awards granted under the Biosensors

PSP, when added to the number of options granted under the 2004 ESOS Plan shall not exceed fifteen (15)

percent of the total issued share capital of the Company on the day preceding the relevant date of award.

The Biosensors PSP shall continue in force at the discretion of the Committee, subject to a maximum period

of ten (10) years commencing from 27 May 2006, provided always that the Biosensors PSP may continue

beyond ten-year period with the approval of the shareholders by ordinary resolution in general meeting and

of any relevant authorities which may then be required. Notwithstanding the expiry or termination of the

Biosensors PSP, any awards made to employees prior to such expiry or termination will continue to remain

valid.

During the financial year under review, the Company awarded 8,000,000 performance shares under

Biosensors PSP to Dr. Jack Wang, Chief Executive Officer. The shares will be released to Dr. Wang at the end

of the three-year performance period contingent on the achievement of pre-determined targets set over the

three-year performance period.

The aggregate number of performance shares granted since the commencement of the Biosensors PSP up

to the end of the financial year ended 31 March 2013 is 17,000,000 performance shares.

PAGE 47



Performance shares awards granted under Biosensors PSP to executive directors of the Company during the

financial year, and share awards outstanding at the end of the financial year are as follows:

Date of grant

Balance as at

1 April 2012

Share awards

granted

Share awards

vested

Share awards

cancelled

Balance as at

31 March 2013

Performance shares

Yoh-Chie LU

30 March 2012 9,000,000 – – – 9,000,000

Jack WANG

19 June 2012 – 8,000,000 – – 8,000,000

Total 9,000,000 8.000,000 – – 17,000,000

Save as disclosed above, no awards have been granted to other executive of the Company or an

associated company and/or controlling shareholders or their associates under the Biosensors PSP.

PAGE 48


STATEMENT BY DIRECTORS

We, Yoh-Chie Lu and Jack Wang, being two of the directors of Biosensors International Group, Ltd., do hereby state

that, in the opinion of the directors,

(i) the accompanying balance sheets, consolidated income statement, consolidated statement of comprehensive

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

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

at 31 March 2013, and of the results of the business, changes in equity and cash flows of the Group and the

changes in equity of the Company for the year 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,

Yoh-Chie Lu

Director

Jack Wang

Director

Singapore

31 May 2013

PAGE 49


INDEPENDENT AUDITOR’S REPORTFOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

TO THE MEMBERS OF BIOSENSORS INTERNATIONAL GROUP, LTD.

Report on the Financial Statements

We have audited the accompanying financial statements of Biosensors International Group, Ltd. (the “Company”)

and subsidiaries (collectively, the “Group”) set out on pages 50 to 143, which comprise the balance sheets of the

Group and the Company as at 31 March 2013, the statements of changes in equity of the Group and the Company,

the consolidated income statement, consolidated statement of comprehensive income and consolidated statement

of cash flow of the Group for the year then ended, and a summary of significant accounting policies and other

explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with

International Financial Reporting Standards, and for such internal control as management determines is necessary to

enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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

audit in accordance with International 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 financial statements

are free from material misstatement.

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

statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of

material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the

auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements

in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing

an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness

of accounting policies used and the reasonableness of accounting estimates made by management, as well as

evaluating the overall presentation of the 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 consolidated financial statements of the Group and the balance sheet and statement of changes

in equity of the Company present fairly, in all material respects, the financial position of the Group and the Company

as at 31 March 2013, and the financial performance, changes in equity and cash flows of the Group and the changes

in equity of the Company for the year then ended in accordance with International Financial Reporting Standards.

Ernst & Young LLP

Public Accountants and

Certified Public Accountants

Singapore

31 May 2013

PAGE 50


BALANCE SHEETSAS AT 31 MARCH 2013 (AMOUNTS EXPRESSED IN UNITED STATES DOLLARS)

Note Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Non-current assets

Property, plant and equipment 4 43,863 42,955 – –

Investment in subsidiaries 5 – – 584,716 584,708

Intangible assets 6 145,130 162,008 1,322 1,534

Goodwill 7 625,012 622,181 – 1,880

Deferred tax assets 34 – 472 – –

Long term loans to subsidiaries 8 – – 14,162 13,762

Restricted deposits 9 44,688 – – –

Current assets

Inventories 10 41,637 34,517 – –

Trade receivables 11 76,356 70,591 – –

Other receivables 12 3,143 2,755 – –

Deposits 816 588 – –

Prepayments 11,420 7,645 153 66

Due from a subsidiary (trade) 13 – – 9,656 6,539

Due from subsidiaries (non-trade) 14 – – 220 17,678

Cash and cash equivalents 15 614,305 313,531 219,805 162,046

747,677 429,627 229,834 186,329

Current liabilities

Trade payables 16 (3,532) (7,610) – –

Due to subsidiaries (non-trade) 14 – – (3,990) (6,266)

Provision for income tax (14,987) (23,944) – –

Other payables (14,517) (13,132) (843) (600)

Accruals 17 (24,034) (19,060) (1,206) (1,209)

Provisions 18 (1,912) (2,864) – –

Finance lease liabilities 19 (21) (35) – –

Loans and borrowings 20 – (37,010) – (37,010)

Financial liabilities at fair value through profit or loss 21 – (11,841) – (11,841)

(59,003) (115,496) (6,039) (56,926)

PAGE 51


BALANCE SHEETSAS AT 31 MARCH 2013

(AMOUNTS EXPRESSED IN UNITED STATES DOLLARS)

Note Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Net current assets 688,674 314,131 223,795 129,403

Non-current liabilities

Finance lease liabilities 19 (70) (35) – –

Loans and borrowings 20 (277,331) – (39,000) –

Deferred tax liabilities 34 (19,668) (21,540) (500) (433)

Pension funds 22 (2,339) (2,505) – –

Net assets 1,247,959 1,117,667 784,495 730,854

Equity

Share capital 23 116 115 116 115

Share premium 24 731,778 713,187 731,778 713,187

Treasury shares 25 (18,007) – (18,007) –

Translation reserves 26 33,549 27,173 – –

Accumulated profits 478,013 362,636 48,098 2,996

Other reserves 27 22,510 14,556 22,510 14,556

Total equity 1,247,959 1,117,667 784,495 730,854

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

PAGE 52


CONSOLIDATED INCOME STATEMENTFOR THE YEAR ENDED 31 MARCH 2013 (AMOUNTS EXPRESSED IN UNITED STATES DOLLARS)

Note Group

2013 2012

$’000 $’000

Revenue 28 336,187 292,141

Cost of sales (52,841) (57,572)

Gross profit 283,346 234,569

Other income 29 6,826 280,795

Sales and marketing expenses (103,880) (78,252)

General and administrative expenses (40,595) (30,607)

Research and development expenses (29,884) (21,168)

Other operating expenses (4,698) (23,874)

Profit from operations 30 111,115 361,463

Financial income 32 4,791 2,178

Financial expenses 33 (6,887) (6,022)

Share of results of a joint-venture company – 8,012

Profit before tax 109,019 365,631

Income tax 34 6,358 (1,363)

Profit for the year 115,377 364,268

Earnings per share 35

– Basic (USD cents) 6.70 24.12

– Diluted (USD cents) 6.60 23.63


PAGE 53


FOR THE YEAR ENDED 31 MARCH 2013 (AMOUNTS EXPRESSED IN UNITED STATES DOLLARS)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Note Group

2013 2012

$’000 $’000

Profit for the year 115,377 364,268

Other comprehensive income

Exchange differences on translation of financial statements of

a joint-venture company 26 – 1,660

Exchange differences on translation of financial statements of

foreign subsidiaries 26 7,818 14,022

Realisation of translation gain on dissolution of a subsidiary 26 (1,442) –

Realisation of translation gain on investment in a joint-venture

company 26 – (6,362)

Other comprehensive income for the year 6,376 9,320

Total comprehensive income for the year attributable to equity

holders of the Company 121,753 373,588


PAGE 54


STATEMENTS OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 MARCH 2013 (AMOUNTS EXPRESSED IN UNITED STATES DOLLARS)

Attributable to owners of the Company

Group

Total

equity

Share

capital

Share

premium

Treasury

shares

Translation

reserves

Accumulated

profits

Other

reserves

$’000 $’000 $’000 $’000 $’000 $’000 $’000

(Note 27)

At 1 April 2012 1,117,667 115 713,187 – 27,173 362,636 14,556

Profit net of tax 115,377 – – – – 115,377 –

Other comprehensive income 6,376 – – – 6,376 – –

Total comprehensive income 121,753 – – – 6,376 115,377 –

Issue of ordinary shares

– exercise of share options 1,905 – 1,905 – – – –

– exercise of warrants 16,120 1 16,119 – – – –

Transfer of reserve pursuant to the exercise of

employee share options – – 567 – – – (567)

Share-based payment 8,521 – – – – – 8,521

Purchase of treasury shares (18,007) – – (18,007) – – –

Total contributions by and

distributions to owners 8,539 1 18,591 (18,007) – – 7,954

At 31 March 2013 1,247,959 116 731,778 (18,007) 33,549 478,013 22,510

PAGE 55




Attributable to owners of the Company

Group

Total

equity

Share

capital

Share

premium

Translation

reserves

Accumulated

profits/

(losses)

Other

reserves

$’000 $’000 $’000 $’000 $’000 $’000

(Note 27)

At 1 April 2011 378,521 89 346,015 17,853 (1,632) 16,196

Profit net of tax 364,268 – – – 364,268 –

Other comprehensive income 9,320 – – 9,320 – –

Total comprehensive income 373,588 – – 9,320 364,268 –


– exercise of share options 7,563 2 7,561 – – –

– acquisition of subsidiaries 229,581 17 229,564 – – –

– exercise of warrants 102 – 102 – – –


employee share options – – 3,403 – – (3,403)

Issue of convertible notes 14,155 – – – – 14,155

Conversion of convertible notes 112,394 7 126,542 – – (14,155)

Share-based payment 1,763 – – – – 1,763


distributions to owners 365,558 26 367,172 – – (1,640)

At 31 March 2012 1,117,667 115 713,187 27,173 362,636 14,556

PAGE 56


STATEMENTS OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 MARCH 2013 (AMOUNTS EXPRESSED IN UNITED STATES DOLLARS)

Company

Total

equity

Share

capital

Share

premium

Treasury

Shares

Accumulated

profits

Other

reserves

$’000 $’000 $’000 $’000 $’000 $’000

(Note 27)

At 1 April 2012 730,854 115 713,187 – 2,996 14,556

Profit net of tax 45,102 – – – 45,102 –

Total comprehensive income 45,102 – – – 45,102 –


– exercise of share options 1,905 – 1,905 – – –

– exercise of warrants 16,120 1 16,119 – – –


employee share options – – 567 – – (567)

Purchase of treasury shares (18,007) – – (18,007) – –

Share-based payment 8,521 – – – – 8,521


distributions to owners 8,539 1 18,591 (18,007) – 7,954

At 31 March 2013 784,495 116 731,778 (18,007) 48,098 22,510

PAGE 57




Company

Total

equity Share capital Share premium

Accumulated

profits/

(losses)

Other

reserves

$’000 $’000 $’000 $’000 $’000

(Note 27)

At 1 April 2011 324,623 89 346,015 (37,677) 16,196

Profit net of tax 40,673 – – 40,673 –

Total comprehensive income 40,673 – – 40,673 –


– exercise of share options 7,563 2 7,561 – –

– acquisition of subsidiaries 229,581 17 229,564 – –

– exercise of warrants 102 – 102 – –


employee share options – – 3,403 – (3,403)

Issue of convertible notes 14,155 – – – 14,155

Conversion of convertible notes 112,394 7 126,542 – (14,155)

Share-based payment 1,763 – – – 1,763


distributions to owners 365,558 26 367,172 – (1,640)

At 31 March 2012 730,854 115 713,187 2,996 14,556


PAGE 58


CONSOLIDATED STATEMENT OF CASH FLOWSFOR THE YEAR ENDED 31 MARCH 2013 (AMOUNTS EXPRESSED IN UNITED STATES DOLLARS)

Note Group

2013 2012

$’000 $’000

Cash flows from operating activities


Adjustments:

Gain on remeasurement of investment in a joint-venture company – (273,245)

Realisation of profit arising from transactions with a joint-venture

company – 859

Impairment of goodwill 1,880 12,232

Impairment of property, plant and equipment – 100

Depreciation of property, plant and equipment 6,631 4,665

Gain on disposal of property, plant and equipment (39) –

Property, plant and equipment written off 300 80

Share of results of a joint-venture company – (8,012)

Realisation of translation gain on dissolution of a subsidiary (1,442) –

Realisation of translation gain on investment in joint-venture

company – (6,362)

Amortisation of intangible assets 16,850 8,611

Intangible assets written off 1,708 –

Inventories written off 1,270 89

Write-down of inventories 843 1,584

Allowance for doubtful trade debts, net 1,675 1,622

Write-back for doubtful non-trade debts, net (17) (32)

Fair value adjustments for financial liabilities through profit or loss (4,950) 4,143

Provision for warranty, net 526 140

(Write-back)/provision for sales return, net (277) 1,573

Share-based payment expenses 8,521 1,763

Interest expenses 6,887 6,022

Interest income (4,791) (2,178)

Unrealised foreign exchange differences 2,983 3,984

Operating cash flows before working capital changes 147,577 123,269

PAGE 59



CONSOLIDATED STATEMENT OF CASH FLOWS

Note Group

2013 2012

$’000 $’000

Operating cash flows before working capital changes 147,577 123,269

(Increase)/decrease in:

Inventories (9,180) 1,744

Trade and other receivables (11,624) (20,403)

Amount due from a joint-venture company – 2,583

Increase/(decrease) in:

Trade payables, other payables, accruals and provisions (723) (12,928)

Amount due to a joint-venture company – (22)

Pension funds (117) 962

Cash generated from operations 125,933 95,205

Income tax paid, net (4,152) (12,937)

Interest income received 4,791 2,178

Interest expenses paid (2,765) (3,389)

Net cash generated from operating activities 123,807 81,057

Cash flows from investing activities

Purchase of property, plant and equipment (7,799) (5,248)

Purchase of intangible assets (508) (9,325)

Proceeds from sale of property, plant and equipment 155 140

Acquisition of subsidiaries, net of cash acquired – (17,245)

Net cash used in investing activities (8,152) (31,678)

Cash flows from financing activities

Proceeds from issuance of new shares 11,133 7,665

Repayment of finance leases (27) (23)

Proceeds from issue of medium term notes 238,189 –

Placement of restricted deposits (44,688) –

Proceeds from bank loans 39,000 –

Repayment of bonds (39,941) –

Purchase of treasury shares (18,007) –

Net cash generated from financing activities 185,659 7,642

Net increase in cash and cash equivalents 301,314 57,021

Cash and cash equivalents at beginning of year 313,531 259,438

Net effect of exchange rate changes on cash and cash equivalents (540) (2,928)

Cash and cash equivalents at end of year 15 614,305 313,531


PAGE 60


NOTES TO THE FINANCIAL STATEMENTS31 MARCH 2013

1. Corporate information

Biosensors International Group, Ltd. (the “Company”) is a limited liability company incorporated and domiciled in Bermuda, and is listed on the Singapore Exchange Securities Trading Limited (SGX-ST). The registered office of the Company is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

The principal activities of the Company are those of investment holding and licensing of proprietary medical technology. The principal activities of the subsidiaries are as shown in Note 5 to the financial statements.

2. Summary of significant accounting policies

2.1 Basis of preparation

The consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company (collectively, the “financial statements”) have been prepared on a historical cost basis, except as disclosed in the accounting policies below.

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The financial statements are presented in United States dollars (“USD” or “$”) and all values are rounded to the nearest thousand ($’000), except when otherwise indicated.

2.2 Changes in accounting policy and disclosures

The accounting policies adopted are consistent with those of the previous financial year except in the current year, the Group has adopted all the new and amended IFRS and IFRIC interpretations effective as of 1 April 2012.

The adoption of these standards and interpretations did not have any effect on the financial performance or position of the Group and the Company.

2.3 IFRS and IFRIC interpretations that are issued but not yet effective

The Group has not adopted the following IFRS and IFRIC interpretations that have been issued but are not yet effective:

Description

Effective for annual periods beginning

on or after

Amendment to IAS 1 Presentation of Items of Other Comprehensive Income

1 July 2012

Amendments to IFRS 7 Disclosures – Offsetting financial assets and liabilities

1 January 2013

Amendments to IAS 32 Presentation – Offsetting financial assets and liabilities

1 January 2014

Improvements to IFRSs - Amendment to IAS 1 Presentation of Financial Statements 1 January 2013 - Amendment to IAS 16 Property, Plant and Equipment 1 January 2013 - Amendment to IAS 32 Financial Instruments: Presentation 1 January 2013IFRS 10 Consolidated Financial Statements 1 January 2013IFRS 11 Joint Arrangements 1 January 2013IFRS 12 Disclosures of Interests in Other Entities 1 January 2013IFRS 13 Fair Value Measurement 1 January 2013IAS 19 Employee Benefits (Revised) 1 January 2013IAS 27 Separate Financial Statements (Revised) 1 January 2013IAS 28 Investments in Associates and Joint Ventures (Revised) 1 January 2013IFRS 9 Financial Instruments 1 January 2015

PAGE 61



2. Summary of significant accounting policies (Continued)

2.3 IFRS and IFRIC interpretations not yet effective (Continued)

The directors expect that the adoption of the standards and interpretations above will have no material

impact on the financial statements in the period of initial application except for those identified below:

• Amendments to IAS 1 Presentation of Items of Other Comprehensive Income (“OCI”)

The Amendments to IAS 1 changes the grouping of items presented in other comprehensive

income. Items that could be reclassified to profit or loss at a future point in time would be

presented separately from items which will never be reclassified. As the Amendments only affect

the presentations of items that are already recognised in OCI, the Group does not expect any

material impact on its financial position or performance upon adoption of this standard.

The amendment becomes effective for annual periods beginning on or after 1 July 2012.

• Revised IAS 19 Employee Benefits

The Amendments to IAS 19 Employee benefits is effective for financial periods beginning on or

after 1 January 2013.

For defined benefit plans, the Revised IAS 19 requires all actuarial gains and losses to be

recognised in other comprehensive income and vested past service costs previously recognised

over the average vesting period to be recognised immediately in profit or loss when incurred.

The Revised IAS 19 replaced the interest cost and expected return on plan assets with the

concept of net interest on defined benefit liability or asset which is calculated by multiplying the

net balance sheet defined liability or asset by the discount rate used to measure the employee

benefit obligation, each as at the beginning of the annual period.

The Revised IAS 19 also amended the definition of short-term employee benefits and requires

employee benefits to be calculated based on expected timing of settlement rather than the

employee’s entitlement to the benefits. In addition, the Revised IAS 19 modifies the timing

of recognition for termination benefits. The modification requires termination benefits to be

recognised at the earlier of when the offer cannot be withdrawn or when the related restructuring

costs are recognised. Changes to definition of short-term employee benefits and timing of

recognition for termination benefits is not expected to have any material impact to the Group’s

financial position and financial performance when Revised IAS 19 is adopted.

The Revised IAS 19 is applied retrospectively, and hence, the opening balances for 2013 will

be adjusted and reported results for 2013 will be restated accordingly in the Group’s financial

statements for 2014. The expected effects of the restatement of the reported results for 2013 in

2014 are summarised below:

2013 IAS 19

Adjust-ments*

Restated2013

Revised IAS 19

$’000 $’000 $’000

Profit net of tax 115,377 165 115,542

Other comprehensive income 6,376 (165) 6,211

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• Revised IAS 19 Employee Benefits (Continued)

* The adjustments primarily relate to the recognition of actuarial losses in other comprehensive

income instead of profit or loss.

• IFRS 9 Financial Instruments: Classification and Measurement

IFRS 9, as issued, reflects the first phase of the IASB’s work on the replacement of IAS 39 and

applies to classification and measurement of financial assets and financial liabilities as defined

in IAS 39. The standard was initially effective for annual periods beginning on or after 1 January

2013, but Amendments to IFRS 9 Mandatory Effective Date of IFRS 9 and Transition Disclosures,

issued in December 2011, moved the mandatory effective date to 1 January 2015. In subsequent

phases, the IASB will address hedge accounting and impairment of financial assets. The adoption

of the first phase of IFRS 9 will have an effect on the classification and measurement of the Group’s

financial assets, but will not have an impact on classification and measurements of financial

liabilities. The Group will quantify the effect in conjunction with the other phases, when the final

standard including all phases is issued.

• IFRS 10 Consolidated Financial Statements

IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that

addresses the accounting for consolidated financial statements.

The standard is issued to produce a single standard on consolidation where control of an investee

requires an investor to possess all three essential elements: power over the investee; exposure or

rights to variable returns from its involvement with the investee; and ability to use its power over

the investee to affect the amount of the investor’s returns. Based on preliminary assessment,

IFRS 10 is not expected to have any material impact on currently held investments of the Group.

The standard becomes effective for annual periods beginning on or after 1 January 2013 and is

applied retrospectively.

• IFRS 12 Disclosures of Interests in Other Entities

The objective of IFRS 12 is to require an entity to disclose information that enables users of its

financial statements to evaluate the nature of, and risks associated with, its interests in other

entities; and the effects of those interests on its financial position, financial performance and cash

flows. IFRS 12 includes all of the disclosures that were previously in IAS 27 related to consolidated

financial statements, as well as all the disclosures that were previously in IAS 31 and IAS 28.

These disclosures relate to an entity’s interest in subsidiaries, joint arrangements, associates and

structured entities. A number of new disclosures are also required, but has no impact on the

Group’s financial position or performance. The standard becomes effective for annual periods

beginning on or after 1 January 2013 and is applied retrospectively.

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• IFRS 13 Fair Value Measurement

IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS

13 does not change when an entity is required to use fair value, but rather provides guidance

on how to measure fair value under IFRS when fair value is required or permitted. The standard

becomes effective for annual periods beginning on or after 1 January 2013 and is applied

retrospectively. The adoption of IFRS 13 does not have any impact to the financial position and

financial performance of the Group.

2.4 Basis of consolidation

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

subsidiaries as at the balance sheet date. Subsidiaries are fully consolidated from the date on which

control is transferred to the Group and cease to be consolidated from the date on which the Group

ceases to have control of the subsidiaries. All intragroup balances, transactions, and unrealised gains

and losses are eliminated in full. The financial statements of the subsidiaries are prepared for the same

reporting date as the parent company using consistent accounting policies.

Business combinations are accounted for using the acquisition method. The cost of an acquisition is

measured as the aggregate of the consideration transferred, measured at acquisition date fair value

and the amount of any non-controlling interest in the acquiree. For each business combination, the

Group elects whether it measures the non-controlling interest in the acquiree either at fair value or at

the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed

off and included in general and administrative expenses.

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

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

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

embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s

previously held equity interest is remeasured at fair value at the acquisition date through profit or loss.

Any excess of the cost of business combination over the Group’s share in the net fair value of the

acquired subsidiary’s identifiable assets, liabilities and contingent liabilities is recorded as goodwill on

the balance sheet. The accounting policy for goodwill is set out in Note 2.8(i). Any excess of the Group’s

share in the net fair value of the acquired subsidiary’s identifiable assets, liabilities and contingent

liabilities over the cost of business combination is recognised as other income in the income statement

on the date of acquisition.

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2.5 Foreign currency translation

The consolidated financial statements are presented in USD, which is the Company’s functional currency.

Each entity in the Group determines its own functional currency and items included in the financial

statements of each entity are measured using that functional currency.

(i) Transactions and balances

Transactions in foreign currencies are initially recorded by the Group entities at their respective

functional currencies using exchange rates approximating those ruling at transaction dates.

Foreign currency monetary assets and liabilities are translated into the respective functional

currencies at exchange rates approximating those ruling at the end of the reporting period.

All differences arising on settlement or translation of monetary items are taken to the income

statement. Non-monetary assets and liabilities are measured at the exchange rates prevailing

when the relevant transactions occurred or, in the case of items carried at fair value, the

exchange rates that existed when the values were determined.

(ii) Group companies

On consolidation, the assets and liabilities of foreign subsidiaries are translated into USD at

the exchange rates ruling at balance sheet date. Share capital and reserves are translated

at historical exchange rates. Revenue and expenses are translated into USD at the average

exchange rates for the year which approximate the exchange rates at the dates of transactions.

The exchange differences arising on translation for consolidation are recognised in other

comprehensive income. On disposal of a foreign entity, the component of other comprehensive

income related to that particular foreign entity is recognised in the income statement.

Goodwill arising on the acquisition of a foreign entity and fair value adjustments to the carrying

amounts of assets and liabilities arising on the acquisition of a foreign entity are treated as assets

and liabilities of the acquired foreign entity and translated at the exchange rates ruling at the

balance sheet date.

2.6 Investment in subsidiaries

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

policies so as to obtain benefits from its activities. The Group generally has such power when it, directly

or indirectly, holds more than 50% of the issued share capital, or controls more than half of the voting

power, or controls the composition of the board of directors.

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

less impairment losses.

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2.7 Interest in a joint-venture company

A joint-venture is a contractual agreement whereby the Group and another entity undertake an

economic activity, which is subject to joint control. A joint-venture company is a joint-venture that involves

the establishment of a separate entity in which each venturer has an interest.

The Group’s interest in the joint-venture company is accounted for using the equity method. Under the

equity method, the investment in the joint-venture company is carried on the balance sheet at cost

plus post-acquisition changes in the Group’s share of net assets of the joint-venture company. After

application of the equity method, the Group determines at the balance sheet date whether there is

any objective evidence that the investment in joint-venture company is impaired. If this is the case,

the Group calculates the amount of impairment in joint-venture company and its carrying value and

recognises the amount in profit or loss.

The financial statements of the joint-venture company is prepared as of the same reporting date as the

Company, using consistent accounting policies.

Investment in joint-venture company is stated in the financial statements of the Company at cost less

impairment losses.

2.8 Intangible assets

(i) Goodwill

Goodwill on acquisition is initially measured at cost, being the excess of the consideration

transferred and the amount recognised for non-controlling interest over the net identifiable assets

acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets

acquired, the gain is recognised in profit or loss. Goodwill on acquisitions of subsidiaries is shown

on the face of the consolidated balance sheet whereas goodwill on acquisitions of joint-venture

companies is recorded as part of the carrying value of the related investment.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill acquired in a business combination is, from the

acquisition date, allocated to each of the cash-generating units that are expected to benefit from

the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree

are assigned to those units. The cash-generating unit to which goodwill has been allocated is

tested for impairment annually and whenever there is an indication that the cash-generating unit

may be impaired. Impairment is determined for goodwill by assessing the recoverable amount

of each cash-generating unit (or group of cash-generating units) to which the goodwill relates.

Where the recoverable amount of the cash-generating unit is less than the carrying amount, an

impairment loss is recognised in profit or loss. Impairment losses recognised for goodwill are not

reversed in subsequent periods.

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is

disposed of, the goodwill associated with the operation disposed of is included in the carrying

amount of the operation in determining the gain or loss on disposal of the operation. Goodwill

disposed of in this circumstance is measured on the basis of the relative values of the operation

disposed of and the portion of the cash-generating unit retained.

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2.8 Intangible assets (Continued)

(ii) Other intangible assets

Other intangible assets consist of computer software costs, development costs, patents, customer

relationships and land use rights.

Intangible assets acquired separately are measured initially at cost. The cost of intangible assets

acquired in a business combination is their fair value as at the date of acquisition. Following

initial acquisition, intangible assets are carried at cost less any accumulated amortisation and

accumulated impairment losses. Internally generated intangible assets, excluding capitalised

development costs are not capitalised and expenditure is reflected in profit or loss in the year

which the expenditure is incurred.

Intangible assets are assessed for impairment whenever there is indication that the intangible

asset may be impaired. The amortisation period and the amortisation method for intangible assets

are reviewed at each balance sheet date. Changes in the expected useful life or the expected

pattern of consumption of future economic benefits embodied in the asset is accounted for by

changing the amortisation period or method, as appropriate, and are treated as changes in

accounting estimates.

The amortisation expense on intangible assets with finite lives is recognised in the income

statement in the expense category consistent with the function of the intangible assets.

Amortisation is calculated on a straight-line basis over the estimated useful lives of intangible

assets as follows:

Computer software costs 3 years

Development costs 3 years

Patents 10 years

Customer relationships 10 years

Land use rights 30 and 46 years

Gains or losses arising from derecognition of an intangible asset are measured as the difference

between the net disposal proceeds and the carrying amount of the asset and are recognised in

the income statement when the asset is derecognised.

No amortisation charge is expensed for intangible assets not available for use. Intangible

assets not available for use are tested for impairment annually either individually or at the cash-

generating unit level.

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2.9 Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment

losses. Such costs include the cost of replacing part of the property, plant and equipment and borrowing

costs for long-term construction projects if the recognition criteria are met. Expenditure incurred after

the property, plant and equipment has been put into operation, such as repairs and maintenance and

overhaul costs, are charged to the income statement in the period in which the costs are incurred. The

present value of the expected asset retirement obligations for an asset after its use is included in the

cost of the respective asset if the recognition criteria for a provision are made.

Depreciation of an asset begins when it is available for use and is computed on a straight-line basis

over the estimated useful life of the property, plant and equipment as follows:

Building 43 years

Leasehold improvements 8 years

Plant and equipment 5 to 20 years

Tools and dies 5 to 10 years

Office equipment 3 to 8 years

Furniture and fittings 7 to 8 years

Motor vehicles 5 to 10 years

Assets under construction included in plant and equipment are not depreciated as these assets are

not available for use.

Fully depreciated property, plant and equipment are retained in the financial statements until they are

no longer in use and no further charge for depreciation is made in respect of these property, plant and

equipment.

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

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

The residual value, useful life and depreciation method are reviewed at each balance sheet date, and

adjusted prospectively, if appropriate, such that the method and period of depreciation are consistent

with the expected pattern of consumption of the future economic benefits embodied in the items of

property, plant and equipment.

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

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

included in the income statement in the year the asset is derecognised.

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2.10 Impairment of non-financial assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be

impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group

estimates the asset’s recoverable amount.

An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value

less costs to sell and its value in use and is determined for an individual asset, unless the asset does

not generate cash inflows that are largely independent of those from other assets. Where the carrying

amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and

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

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

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

The Group bases its impairment calculation on detailed budgets and forecast calculations, which are

prepared separately for each of the Group’s CGU to which the individual assets are allocated. These

budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term

growth rate is calculated and applied to cashflows after the fifth year. Impairment losses are recognised

in the income statement in those expense categories consistent with the function of the impaired asset.

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

For assets excluding goodwill, an assessment is made at each reporting date to determine whether there

is an indication that previously recognised losses no longer exist. A previously recognised impairment

loss is reversed only if there has been a change in the assumptions used to determine the asset’s

recoverable amount since the last impairment loss was recognised. The reversal is recognised in the

income statement and is limited so that the carrying amount of an asset does not exceed its recoverable

amount, nor exceed the carrying amount that would have been determined, net of amortisation or

depreciation, had no impairment loss been recognised for that asset in prior years.

2.11 Financial assets

Initial recognition and measurement

Financial assets within the scope of IAS 39 are classified as either financial assets at fair value through

profit or loss, loans and receivables or available-for-sale financial assets, as appropriate. The Group

determines the classification of its financial assets at initial recognition.

Financial assets are recognised on the balance sheet when, and only when, the Group becomes a party

to the contractual provision of the financial instrument. When financial assets are recognised initially,

they are measured at fair value, plus, in the case of financial assets not at fair value through profit or

loss, directly attributable transaction costs.

Purchases or sales of financial assets that require delivery of assets within a time frame established by

regulation or convention in the market place (regular way trades) are recognised on the trade date,

i.e the date that the Group purchases or sells the asset.

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2.11 Financial assets (Continued)

Subsequent measurement

Subsequent to initial recognition, loans and receivables (i.e non-derivative financial assets with fixed or

determinable payments that are not quoted in an active market) are measured at amortised cost using

the effective interest method, less impairment. Gains and losses are recognised in the income statement

when the loans and receivables are derecognised or impaired, as well as through the amortisation

process.

Derecognition

A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial

assets) is derecognised when:

– The contractual rights to receive cash flows from the asset have expired;

– The Group has transferred the contractual rights to receive cash flows from the asset, or has

assumed an obligation to pay the received cash flows in full without material delay to a third

party under a ‘pass-through’ arrangement; and either the Group (a) has transferred substantially

all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all

the risks and rewards of the asset, but has transferred control of the asset.

When the Group transferred its rights to receive cash flow from an asset or has entered into a pass-

through arrangement, it evaluates if and to what extent it has retained substantially all of the risks and

rewards of ownership. When it has neither transferred nor retained substantially all the risks and rewards

of the asset, nor transferred control of the asset, the asset is recognised to the extent of the Group’s

continuing involvement in the asset. In that case, the Group also recognises an associated liability.

The transferred asset and the associated liability are measured on a basis that reflects the rights and

obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at

the lower of the original carrying amount of the asset and the maximum amount of consideration that

the Group could be required to repay.

On derecognition of a financial asset in its entirety, the difference between the carrying amount and the

sum of the consideration received and any cumulative gain or loss that has been recognised in other

comprehensive income is recognised in the income statement.

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2.12 Cash and cash equivalents

Cash and cash equivalents comprise of cash and bank balances, and fixed and money market deposits.

Cash equivalents are short-term, highly liquid investments readily convertible to known amounts of cash

and which are subject to an insignificant risk of changes in value.

Cash and cash equivalents carried in the balance sheets are classified and accounted for as loans and

receivables under IAS 39. The accounting policy for this category of financial assets is stated in Note 2.11.

2.13 Trade and other receivables

Trade and other receivables, including amounts due from related parties are classified and accounted

for as loans and receivables under IAS 39. The accounting policy for this category of financial assets is

stated in Note 2.11.

Allowance for doubtful debts is made when there is objective evidence that the receivables are impaired.

Bad debts are written off when identified. Further details on the accounting policy for impairment of

financial assets are stated in Note 2.14.

2.14 Impairment of financial assets

The Group assesses at each balance sheet date, whether there is any objective evidence that a financial

asset or a group of financial assets is impaired.

Financial assets carried at amortised cost

For financial assets carried at amortised cost, the Group assesses whether objective evidence of

impairment exists individually for financial assets that are individually significant, or collectively for

financial assets that are not individually significant. If the Group determines that no objective evidence

of impairment exists for an individually assessed financial asset, whether significant or not, it includes the

asset in a group of financial assets with similar credit risk characteristics and collectively assess them for

impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or

continues to be recognised are not included in a collective assessment of impairment.

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

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

and the present value of estimated future cash flows (excluding future credit losses that have not been

incurred) discounted at the financial asset’s original effective interest rate (i.e. the effective interest

rate computed at initial recognition). If the financial asset has a variable interest rate, the discount

rate for measuring any impairment loss is the current effective interest rate. The carrying amount of the

impaired financial assets is reduced through the use of an allowance account. The impairment loss is

recognised in profit or loss.

PAGE 71




2.14 Impairment of financial assets (Continued)

Financial assets carried at amortised cost (Continued)

The financial asset together with the associated allowance are written off when there is no realistic

prospect of future recovery and all collateral has been realised or has been transferred to the Group.

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

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

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

If, in a subsequent period, the amount of the estimated impairment loss increases or decreases because

of an event occurring after the impairment was recognised, the previously recognised impairment loss is

increased or reduced by adjusting the allowance account. If a write-off is later recovered in the future,

the recovery is credited to the income statement.

Financial assets carried at cost

If there is objective evidence (such as significant adverse changes in the business environment where

the issuer operates, probability of insolvency or significant financial difficulties of the issuer) that an

impairment loss on financial assets carried at cost has been incurred, the amount of the loss is measured

as the difference between the asset’s carrying amount and the present value of estimated future cash

flows discounted at the current market rate of return for a similar financial asset. Such impairment losses

are not reversed in subsequent periods.

2.15 Inventories

Inventories are stated at the lower of cost and net realisable value. Costs incurred in bringing each

product to its present location and conditions are accounted for as follows:

– Raw materials – purchase cost on a weighted average cost basis.

– Finished goods, sub-assemblies and work-in-progress – cost of direct raw materials and labour and

a proportion of manufacturing overheads based on normal operating capacity, but excluding

borrowing costs. These costs are assigned on weighted average cost basis.

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

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

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

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

PAGE 72




2.16 Derivative financial instruments

Derivative financial instruments are classified as financial assets or liabilities at fair value through profit

or loss and are initially recognised at fair value on the date on which a derivative contract is entered

into and are subsequently remeasured at fair value at each balance sheet date.

Any gains or losses arising from changes in fair value on derivative financial instruments are taken directly

to the income statement for the year.

2.17 Financial liabilities

Initial recognition and measurement

Financial liabilities within the scope of IAS 39 are classified as financial liabilities at fair value through

profit or loss, and loans and borrowings, as appropriate. The Group determines the classification of its

financial liabilities at initial recognition.

Financial liabilities are recognised on the balance sheet when, and only when, the Group becomes

a party to the contractual provisions of the financial instrument. All financial liabilities are initially

recognised at fair value plus in the case of loans and borrowings and financial guarantees, directly

attributable transaction costs.

The Group’s financial liabilities include trade and other payables, loans and borrowings, financial

guarantee contracts and derivative financial instruments.

Subsequent measurement

The measurement of financial liabilities depends on their classification as described below:

Financial liabilities at fair value through profit or loss

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

fair value. Any gains or losses arising from changes in the fair value of financial liabilities through profit

or loss are recognised in the income statement.

Financial guarantee contracts

Financial guarantee contracts issued by the Group are those contracts that require a payment to be

made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment

when due in accordance with the terms of a debt instrument.

Subsequently, the liability is measured at the higher of the best estimate of the expenditure required

to settle the present obligation at the reporting date and the amount recognised less cumulative

amortisation.

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2.17 Financial liabilities (Continued)

Subsequent measurement (Continued)

Other financial liabilities

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

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

derecognised as well as through the effective interest rate amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees

or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is

included as finance costs in the income statement.

Derecognition

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

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

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

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

and the difference in the respective carrying amount is recognised in the income statement.

2.18 Provisions

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

a past event, it is probable that an outflow of resources embodying economic benefits will be required

to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions

are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no

longer probable that an outflow of economic resources will be required to settle the obligation, the

provision is reversed.

2.19 Employee benefits

(i) Defined contribution plan

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

which it has operations. The subsidiaries in Singapore make contributions to the Central Provident

Fund scheme in Singapore.

The subsidiaries in Netherlands make contributions to a defined contribution plan, which is

unsecured with an external pension insurance company, covering substantially all employees of

25 years of age and older.

PAGE 74




2.19 Employee benefits (Continued)

(i) Defined contribution plan (Continued)

The subsidiary in the United States of America participates in 401(k) plan that allows employees

to contribute a portion of their salary, subject to eligibility requirements. Employees’ contribution

to the plan is on voluntary basis and the subsidiary will make matching contributions to the plan

based on the employees’ contribution.

Contributions to national pension schemes are recognised as an expense in the period in which

the related service is performed.

(ii) Defined benefit plan

The subsidiary in Japan makes contributions to a deferred pension plan for all employees with

more than one year of service. Upon termination of employment (including retirement), eligible

employees are entitled to a lump sum payment determined by reference to their salaries, length of

service and conditions under which the termination occurs. The pension funds are accrued based

on actuarial calculation to make a reliable estimate of the amount of benefit that employees

have earned in return for their service in the current and prior periods.

Apart from the social security plans fixed by the law, the subsidiary in Switzerland sponsors

an independent pension plan. All employees in Switzerland are covered by the plan, which is

a defined benefit plan according to IAS 19. Retirement benefits are based on contributions,

computed as a percentage of salary, adjusted for the age of the employee and shared 20%

and 80% (2012: 20% and 80%) between the employee and employer respectively. In addition to

retirement benefits, the plan provides death and long-term disability benefits to its employees.

Liabilities and assets are revised periodically by an independent actuary.

The costs of providing benefits under these plans are determined using the projected unit credit

actuarial valuation method. All actuarial gains and losses are recognised immediately as income

or expense during the year of occurrence.

The past service cost is recognised as an expense on a straight-line basis over the average period

until the benefits become vested.

(iii) Employee leave entitlement

Employee entitlements to annual leave are recognised as a liability when they accrue to

employees. A provision is made for the estimated liability for leave as a result of services rendered

by employees up to the balance sheet date.

PAGE 75




2.19 Employee benefits (Continued)

(iv) Share-based payment transactions

Employees (including the executive directors) and non-executive directors of the Group receive

remuneration in the form of share-based payment transactions, whereby employees render

services as consideration for share options and performance shares (‘equity-settled transactions’).

The cost of equity-settled transactions with employees, for awards granted after 7 November

2002, is measured by reference to the fair value at the date on which the share options and

performance shares are granted. Share options and performance shares are granted on the

acceptance date. The fair value is determined by using an appropriate pricing model or the

market price, further details of which are given in Note 23.

The cost of equity-settled transactions is recognised over the period in which the performance

and/or service conditions are fulfilled, with a corresponding increase in share option reserve. The

cumulative expenses are revised at each balance sheet date to reflect the current best estimate

of the number of equity instruments that will ultimately vest. The movement in cumulative expenses

recognised at the beginning and end of a reporting period is charged or credited to the income

statement with a corresponding adjustment to employee share-based payment reserve.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting

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

of whether or not the market condition is satisfied, provided that all other performance and/or

service conditions are satisfied.

Where an equity-settled award lapses upon termination of employment, it is regarded as forfeiture

and accounted for as described in the preceding paragraph.

Where the terms of an equity-settled award are modified, the minimum expense recognised is

the expense as if the terms had not been modified, if the original terms of the award are met.

An additional expense is recognised for any modification, which increases the total fair value of

the share-based payment arrangement, or is otherwise beneficial to the employee as measured

at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of

cancellation, and any expense not yet recognised for the award is recognised immediately.

This includes any award where non-vesting conditions within the control of either the entity or

the employee are not met. However, if a new award is substituted for the cancelled award, and

designated as a replacement award on the date that it is granted, the cancelled and new awards

are treated as if they were a modification of the original award, as described in the previous

paragraph. All cancellations of equity settled transactions awards are treated equally.

The dilutive effect of outstanding options is reflected as additional share dilution in the

computation of earnings per share (further details are given in Note 35).

PAGE 76




2.20 Revenue recognition

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

Group and the revenue can be reliably measured regardless of when the payment is made. Revenue

is measured at the fair value of consideration received or receivable. The Group assesses its revenue

arrangement against specific criteria to determine if it is acting as a principal or agent. The Group has

concluded that it is acting as a principal in all of its revenue arrangements.

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

Sale of goods

Revenue from sale of goods is recognised upon the transfer of significant risk and rewards of ownership

of the goods to the customer which generally coincides with delivery and acceptance by customers.

Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of

the consideration due, associated costs or the possible return of goods.

Interest income

Interest income is recognised using the effective interest method.

Licensing revenue

Licensing revenue is recognised on an accrual basis in accordance with the substance of the relevant

agreement.

2.21 Income taxes

(i) Current income tax

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

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

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

of the reporting period, in countries where the Group operates and generates taxable income.

Current income taxes are recognised in the income statement except to the extent that the

tax relates to items recognised outside the income statement, either in other comprehensive

income or directly in equity. Management periodically evaluates positions taken in the tax returns

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

provisions where appropriate.

PAGE 77




2.21 Income taxes (Continued)

(ii) Deferred tax

Deferred tax is provided, using the liability method, on all temporary differences between the tax

bases of assets and liabilities and their carrying amounts for financial reporting purposes at the

balance sheet date. Deferred tax assets and liabilities are measured using the tax rates expected

to apply to taxable income in the years in which those temporary differences are expected to

be recovered or settled based on tax rates enacted or substantively enacted at the balance

sheet date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

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

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

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

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

and interests in joint-venture companies, where the timing of the reversal of the temporary

differences can be controlled and it is probable that the temporary differences will not

reverse in the foreseeable future.

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

unused tax losses and unabsorbed capital allowances, to the extent that it is probable that

taxable profit will be available against which the deductible temporary differences, carry-forward

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

– where the deferred tax asset relating to the deductible temporary difference arises from the

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

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

loss; and

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

and interests in joint-venture companies, deferred tax assets are recognised only to the

extent that it is probable that the temporary differences will reverse in the foreseeable

future and taxable profit will be available against which the temporary differences can

be utilised.

At each balance sheet date, the Group re-assesses unrecognised deferred tax assets and the

carrying amount of deferred tax assets. The Group recognises a previously unrecognised deferred

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

tax asset to be recovered. The Group conversely reduces the carrying amount of a deferred tax

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

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

PAGE 78




2.21 Income taxes (Continued)

(ii) Deferred tax (Continued)

Deferred tax relating to items recognised outside the income statement is recognised outside the

income statement. Deferred tax items are recognised in correlation to the underlying transaction

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

combination is adjusted against goodwill on acquisition.

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

off current income tax assets against current income tax liabilities and the deferred taxes relate

to the same taxable entity and the same taxation authority.

(iii) Sales tax

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

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

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

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

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

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

as part of receivables and payables in the balance sheet.

2.22 Leases

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

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

a specific asset or assets or the arrangement conveys a right to use the asset, even if that right is not

explicitly specified in the arrangement.

For arrangements entered into prior to 1 January 2005, the date of inception is deemed to be 1 January

2005 in accordance with the transitional requirements of IFRIC 4.

(i) Finance lease

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

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

leased items or, if lower, at the present value of the minimum lease payments. Lease payments

are apportioned between the finance charges and reduction of the lease liability so as to achieve

a constant periodic rate of interest on the remaining balance of liability. Finance charges are

charged directly to the income statement.

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

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

the end of the lease term.

PAGE 79




2.22 Leases (Continued)

(ii) Operating lease

Leases where the lessor retains substantially all the risks and rewards of ownership of the leased

assets are classified as operating leases. Operating lease payments are recognised as an expense

in the income statement on a straight-line basis over the lease term.

2.23 Borrowing costs

Borrowing costs are expensed when incurred except for borrowing costs directly attributable to the

acquisition, construction or production of a qualifying asset which are capitalised. Capitalisation of

borrowing cost commences when the activities to prepare the asset for its intended use or sale are in

progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until

the assets are substantially completed for their intended use or sale.

2.24 Research and development costs

Research costs are expensed as incurred. An intangible asset arising from development expenditure

on an individual project is recognised only when the Group can demonstrate the technical feasibility of

completing the intangible asset so that it will be available for use or sale, its intention to complete and

its ability to use or sell the asset, how the asset will generate future economic benefits, the availability

of resources to complete the asset and the ability to measure reliably the expenditure during the

development.

During the period of development, the asset is tested for impairment annually. Following the initial

recognition of the development expenditure, the cost model is applied requiring the asset to be carried

at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the

asset begins when the development is complete and the asset is available for use. It is amortised over

the period of expected future sales or use.

2.25 Government grants

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

will be received and all attached conditions will be complied with. When the grant relates to an expense

item, it is recognised as income over the period necessary to match the grant on a systematic basis

to the costs that it is intended to compensate. Grants related to income are disclosed as a deduction

from the related expenses.

2.26 Share capital and share issue expenses

Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental costs

directly attributable to the issuance of the ordinary shares are deducted against share premium.

PAGE 80




2.27 Treasury shares

The Group’s own equity instruments, which are reacquired (treasury shares) are recognised at cost

and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue

or cancellation of the Group’s own equity instruments. Any difference between the carrying amount of

treasury shares and the consideration received, if reissued, is recognised directly in equity. Voting rights

related to treasury shares are nullified for the Group and no dividends are allocated to them.

2.28 Contingencies

A contingent liability is:

(a) a possible obligation that arises from past events and whose existence will be confirmed only by

the occurrence or non-occurrence of one or more uncertain future events not wholly within the

control of the Group; or

(b) a present obligation that arises from past events but is not recognised because:

(i) It is not probable that an outflow of resources embodying economic benefits will be

required to settle the obligation; or

(ii) The amount of the obligation cannot be measured with sufficient reliability.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed

only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the

control of the Group.

Contingent liabilities and assets are not recognised on the balance sheet of the Group, except for

contingent liabilities assumed in a business combination that are present obligations and which the fair

values can be reliably determined.

2.29 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to

management who is responsible for allocating resources and assessing performance of the operating

segments. Segment revenue and segment results are also measured on a basis that is consistent with

internal reporting.

The Group’s business are organised into interventional cardiology, critical care and licensing revenue.

In total, the Group reports three reportable segments.

PAGE 81




2.30 Related parties

A related party is defined as follows:

(a) A person or a close member of that person’s family is related to the Group and Company if that

person:

(i) Has control or joint control over the Company;

(ii) Has significant influence over the Company; or

(iii) Is a member of the key management personnel of the Group or Company or of a parent

of the Company.

(b) An entity is related to the Group and the Company if any of the following conditions applies:

(i) The entity and the Company 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

Company or an entity related to the Company. If the Company is itself such a plan, the

sponsoring employers are also related to the Company;

(vi) The entity is controlled or jointly controlled by a person identified in (a);

(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).

3. Significant accounting estimates and judgements

The preparation of the financial statements requires management to make judgements, estimates and

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

contingent liabilities, at the balance sheet date. However, uncertainty about these assumptions and estimates

could result in outcomes that require a material adjustment to the carrying amount of the assets or liabilities

affected in future periods.

PAGE 82



3. Significant accounting estimates and judgements (Continued)

(a) Key sources of estimation uncertainty

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

balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts

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

Impairment of goodwill

The Group determines whether goodwill is impaired at least on an annual basis. This requires an

estimation of the value in use of the cash-generating units to which the goodwill is allocated. The value

in calculation is based on a discounted cash flow model. The recoverable amount is most sensitive to

the discount rate used for the discounted cash flow model as well as the expected cash-in-flows and

the growth rate used for extrapolation purposes. The carrying amount of goodwill at 31 March 2013 was

$625,012,000 (2012: $622,181,000). More details are given in Note 7.

Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the equity

instruments at the date at which they are granted. Estimating fair value for share-based payment

transactions requires determining the most appropriate valuation model, which is dependent on the

terms and conditions of the grants. This estimate also requires determining the most appropriate inputs

to the valuation model including the expected life of the share option, volatility and dividend yield and

making assumptions about them. The carrying amount of the employee share-based payment reserve

as at 31 March 2013 was $17,332,000 (2012: $9,378,000). More details are given in Notes 23 and 27.

Depreciation of property, plant and equipment

The cost of property, plant and equipment is depreciated on a straight-line basis over the estimated

useful life. Management estimates the useful life of these property, plant and equipment to be within

3 to 43 years. Changes in the expected level of usage and technological developments could impact

the economic useful life of these assets, therefore future depreciation charges could be revised. The

carrying amount of the Group’s property, plant and equipment as at 31 March 2013 was $43,863,000

(2012: $42,955,000). More details are given in Note 4.

PAGE 83




(a) Key sources of estimation uncertainty (Continued)

Amortisation of intangible assets

The cost of intangible assets is amortised on a straight-line basis over the estimated useful life.

Management estimates the useful life of these intangible assets to be 30 and 46 years for land use

rights, and 3 and 10 years for other intangible assets. Changes in the expected level of usage and

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

amortisation charges could be revised. The carrying amount of the Group’s intangible assets as at 31

March 2013 was $145,130,000 (2012: $162,008,000). More details are given in Note 6.

Income taxes

Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and

timing of future taxable income. Given the wide range of international business relationships and the

long-term nature and complexity of existing contractual agreements, differences arising between the

actual results and the assumptions made, or future changes to such assumptions, could necessitate

future adjustments to tax provisions already recorded. The Group establishes provisions, based on

reasonable estimates, for possible consequences of audits by the tax authorities of the respective

countries in which it operates. The amount of such provisions is based on various factors, such as

experience of previous tax audits and differing interpretations of tax regulations by the taxable entity

and the relevant tax authority. Such differences of interpretation may arise on a wide variety of issues

depending on the conditions prevailing in the respective Group company’s domicile.

Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable

profit will be available against which the losses can be utilised. Significant management judgment is

required to determine the amount of deferred tax assets that can be recognised, based upon the likely

timing and level of future taxable profits together with future tax planning strategies.

The carrying amount of the Group’s provision for income tax, deferred tax liabilities and deferred tax

assets at 31 March 2013 were $14,987,000, $19,668,000 and $Nil (2012: $23,944,000, $21,540,000 and

$472,000) respectively. More details are given in Note 34.

PAGE 84




(a) Key sources of estimation uncertainty (Continued)

Impairment of loan and receivables

The Group assesses at each balance sheet date 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 Group’s trade and other receivables is $79,499,000 (2012: $73,346,000). More

details are given in Notes 11 and 12.

Provisions for sales return and warranty

The Group reviews the provisions for sales return and warranty at the balance sheet date and makes

necessary adjustments to reflect the current best estimate. Provisions for sales return and warranty are

recognised for expected returns and warranty claims based on past experience of the levels of returns

and warranty claims. The carrying amount of the Group’s provisions for sales return and warranty is

$1,146,000 (2012: $2,246,000) and $157,000 (2012: $249,000) respectively. More details are given in

Note 18.

Pension benefits

The cost of defined benefit pensions plans and the present value of the pension obligations are

determined using actuarial valuations. An actuarial valuation involves making various assumptions that

may differ from actual developments in the future. The carrying amount of the Group’s pension funds

is $2,339,000 (2012: $2,505,000). More details are given in Note 22.

(b) Critical judgements made in applying accounting policies

In the process of applying the Group’s accounting policies, management has made the following

judgements, which have the most significant effect on the amounts recognised in the financial

statements.

Contingent liabilities

Determination of the treatment of contingent liabilities in the financial statements is based on

management’s view of the expected outcome of the applicable contingency.

In determining the expected outcome of a contingency, the Group consults with legal counsels on

matters related to litigation. More details are given in Note 36.

PAGE 85



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PAGE 86



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ook

valu

es

As

at

31 M

arc

h 2

012

17,1

033,

547

19,8

9443

81,

077

378

405

113

42,9

55

PAGE 87



4. Property, plant and equipment (Continued)

Assets held under finance leases

During the financial year, the Group acquired office equipment with an aggregate cost of $59,000 (2012:

$Nil) under finance leases. The cash outflow for purchases of property, plant and equipment amounted to

$7,799,000 (2012: $5,248,000).

The carrying amount of office equipment held under finance leases as at 31 March 2013 was $81,000 (2012:

$49,000). Leased assets are pledged as security for the related finance lease liabilities.

Changes in estimates

During the financial year, the Group revised the estimated useful lives of certain leasehold improvements held

by a subsidiary from 8 years to 3 years as management decided not to exercise the renewal option upon the

expiry of the related lease. The revision in estimates has been applied on a prospective basis from 1 April 2012.

The effects of the above-mentioned revision on depreciation charge in current and future periods are as follows:

2013 2014 2015

2016 and

beyond

$’000 $’000 $’000 $’000

Increase/(decrease) in

depreciation expense 303 340 340 (983)

5. Investment in subsidiaries

Company

2013 2012

$’000 $’000

Unquoted shares, at cost 590,293 605,252

Less: Allowance for impairment loss (5,577) (20,544)

584,716 584,708

Allowance for impairment loss of $14,967,000 (2012: $Nil) was written off against the cost of investment of two

wholly-owned subsidiaries, Biosensors International USA and Occam International B.V., upon dissolution of these

subsidiaries during the financial year.

PAGE 88



5. Investment in subsidiaries (Continued)

Details of subsidiaries at the end of the financial year are as follows:

Name of company Principal activities

Country of

incorporation

Effective

equity interest

Cost of investment

by the Company

2013 2012 2013 2012

% % $’000 $’000

Held by the Company

Biosensors International

Pte Ltd (“BSI”) (1)

Development, manufacture,

assembly and sale of

medical devices

Singapore 100 100 17,177 17,177

Occam International B.V.

(“Occam”) (2)(iii)

Dormant Netherlands – 100 – 4,005

Biosensors Interventional

Technologies Pte Ltd (“BIT”) (1)



medical devices

Singapore 100 100 26,505 26,505

Biosensors International USA

(“Bio USA”) (2)(iii)

Dormant United States

of America

– 100 – 10,962

Biosensors Investment Limited

(formerly known as Treasure

Solutions Limited) (2)

Investment holding British Virgin

Islands

100 100 546,603 546,603

Biosensors Investment

(Singapore) Pte. Ltd.

(“BINV”) (1)(i)

Investment holding and

treasury management

Singapore 100 – 8 –

590,293 605,252

PAGE 89




Name of company Principal activitiesCountry of

incorporationEffective

equity interest

2013 2012% %

Held by subsidiaries

Biosensors B.V. (“Bio BV”) (2) Marketing and sale of

medical devices

Netherlands 100 100

Biosensors Japan Co., Ltd

(“Bio Japan”) (2)

Marketing and sale of

medical devices

Japan 100 100

Biosensors Europe SA

(“Bio Europe”) (3)


medical devices,

sub-licensing of proprietary

medical technology

Switzerland 100 100

Biosensors France S.A.S

(“Bio France”) (4)


medical devices

France 100 100

Biosensors Interventional

Technologies (India)

Pvt Ltd (“BIT India”) (5)



medical devices

India 100 100

JW ICU Medical Limited

(“JW ICU”) (6)

Manufacture and distribution

of medical devices

People’s

Republic of

China

100 100

Biosensors Deutschland

GmbH (“Bio Germany”) (2)


medical devices

Germany 100 100

Wellgo Medical Investment

Company Limited

(formerly known as

Biosensors Medical

Investment Limited) (7)

Investment holding Hong Kong 100 100

JW Medical Systems Limited

(“JWMS”) (8)


distribution and sale of

medical devices

People’s

Republic of

China

100 100

Biosensors Iberia SL. (2) Marketing and sale of

medical devices

Spain 100 100

Biosensors Research USA,

Inc. (“BRUSA”) (2)(ii)

Research and Development United States

of America

100 –

PAGE 90




(1) Audited by Ernst & Young LLP, Singapore.(2) Not required to present audited financial statements by the laws of its country of incorporation.(3) Audited by Moore Stephens Refidar SA, Switzerland.(4) Audited by Compagnie Fiduciaire Franco-Allemande, France.(5) Audited by Kala Parakh & Farishta, India.(6) Audited by Wei Hai Qi De United Certified Public Accountants, China.(7) Audited by Lixin C.P.A. Limited, Hong Kong.(8) Audited by Ernst & Young Hua Ming, China.

During the year:

(i) The Company incorporated a wholly-owned subsidiary, Biosensors Investment (Singapore) Pte. Ltd.

(“BINV”) with a paid-up capital of S$10,000.

(ii) Biosensors Europe S.A. (“Bio Europe”) incorporated a wholly-owned subsidiary, Biosensors Research USA,

Inc. (“BRUSA”) with a paid-up capital of $300,000.

(iii) The Company dissolved two wholly-owned subsidiaries, Biosensors International USA (“Bio USA”) and

Occam International B.V. (“Occam”). These investments have been fully impaired in previous financial

years.

6. Intangible assets

Group

Computer

software

costs Patents

Develop-

ment

costs

Customer

relation-

ships

Land

use rights

Assets

under

develop-

ment Total

$’000 $’000 $’000 $’000 $’000 $’000 $’000

Cost

As at 1 April 2012 1,949 24,780 750 138,590 6,807 – 172,876

Additions 222 – – – – 286 508

Written off – (1,754) – – – – (1,754)

Translation differences (26) 172 – 1,057 82 – 1,285

As at 31 March 2013 2,145 23,198 750 139,647 6,889 286 172,915

PAGE 91



6. Intangible assets (Continued)

Group

Computer software

costs Patents

Develop-ment costs

Customer relation-

shipsLand

use rights

Assets under

develop-ment Total

$’000 $’000 $’000 $’000 $’000 $’000 $’000

Accumulated amortisation and impairment lossAs at 1 April 2012 1,343 1,398 750 7,354 23 – 10,868

Amortisation for the year 359 2,391 – 13,893 207 – 16,850

Written off – (46) – – – – (46)

Translation differences (50) 31 – 130 2 – 113

As at 31 March 2013 1,652 3,774 750 21,377 232 – 27,785

Net book valuesAs at 31 March 2013 493 19,424 – 118,270 6,657 286 145,130

Group

Computer software

costs Patents

Develop-ment costs

Customer relation-

shipsLand

use rights Total$’000 $’000 $’000 $’000 $’000 $’000

CostAs at 1 April 2011 1,391 1,744 750 1,127 – 5,012

Additions 516 3,877 – – 4,932 9,325

Additions via business

combinations – 18,825 – 135,128 1,841 155,794

Disposals (5) – – – – (5)

Translation differences 47 334 – 2,335 34 2,750

As at 31 March 2012 1,949 24,780 750 138,590 6,807 172,876

Accumulated amortisation and impairment lossAs at 1 April 2011 1,065 73 750 366 – 2,254

Amortisation for the year 424 1,194 – 6,973 20 8,611

Disposals (2) – – – – (2)

Translation differences (144) 131 – 15 3 5

As at 31 March 2012 1,343 1,398 750 7,354 23 10,868

Net book valuesAs at 31 March 2012 606 23,382 – 131,236 6,784 162,008

PAGE 92




Company

Computer

software

costs Patents

Development

costs Total

$’000 $’000 $’000 $’000

Cost

As at 1 April 2012 and 31 March 2013 293 1,744 750 2,787

Accumulated amortisation

As at 1 April 2012 256 247 750 1,253

Amortisation for the year 37 175 – 212

As at 31 March 2013 293 422 750 1,465

Net book values

As at 31 March 2013 – 1,322 – 1,322

Cost

As at 1 April 2011 and 31 March 2012 293 1,744 750 2,787

Accumulated amortisation

As at 1 April 2011 218 73 750 1,041

Amortisation for the year 38 174 – 212

As at 31 March 2012 256 247 750 1,253

Net book values

As at 31 March 2012 37 1,497 – 1,534

The Group recognised amortisation of $13,893,000 (2012: $6,973,000) in sales and marketing expenses, $566,000

(2012: $444,000) in general and administrative expenses, and $2,391,000 (2012: $1,194,000) in research and

development expenses during the year.

PAGE 93




The average remaining amortisation periods for the computer software, patents, customer relationships and

land use rights are as follows:

Group and Company2013 2012

Computer software costs 1 to 3 years 2 years

Customer relationships 4 to 8 years 5 to 9 years

Patents 8 to 9 years 9 to 10 years

Land use rights 29 and 44 years 30 and 45 years

The land use rights to be amortised are as follows:

Group2013 2012$’000 $’000

Amount to be amortised:

– Not later than 1 year 205 204

– Later than 1 year but not later than 5 years 819 816

– Later than 5 years 5,633 5,764

Patents

Patents relate to acquired intellectual property rights to certain stent and catheter related technologies.

Customer relationships

Customer relationships relate to distributor relationships in China and Indonesia markets that were acquired

in business combinations.

Land use rights

Land use rights held by the Group relates to the following:

i) A plot of state-owned land in the People’s Republic of China (PRC) where the Group’s manufacturing

and storage facilities reside. The land use right is not transferrable and has a remaining tenure of 44

years (2012: 45 years).

ii) A vacant leasehold land located in Singapore which is intended to be used for the development of a

new manufacturing, research and development innovation centre and operations headquarter. The

leasehold land is subject to a 30 years lease commencing from 1 April 2012. The Group has an option

to renew the land lease for a further term of 30 years upon expiry of the initial lease. The grant of the

lease is subject to the Group meeting certain minimum investment commitments (Note 36) within 3 years

from 31 March 2012.

PAGE 94



7. Goodwill

Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Cost

As at 1 April 641,243 23,094 3,761 3,761

Dissolution of a subsidiary (6,867) – – –

Additions via business combinations – 607,670 – –

Translation differences 4,578 10,479 – –

As at 31 March 638,954 641,243 3,761 3,761

Accumulated impairment loss

As at 1 April 19,062 6,558 1,881 –

Dissolution of a subsidiary (6,867) – – –

Additions 1,880 12,232 1,880 1,881

Translation differences (133) 272 – –

As at 31 March 13,942 19,062 3,761 1,881

Net book values

As at 31 March 625,012 622,181 – 1,880

Goodwill arising from acquisitions is allocated to the Group’s cash-generating units as follows:

Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Indonesia market for BIT 2,180 2,152 – –

Bifurcation stents – 1,880 – 1,880

JWMS 622,832 618,149 – –

625,012 622,181 – 1,880

PAGE 95



7. Goodwill (Continued)

The Group has performed an impairment review of the carrying amount of goodwill. For the purposes of the

impairment testing, goodwill acquired has been allocated to individual cash-generating units which are

reviewed for impairment based on forecast operating performance and cash flows. Cash flow projections are

based on budgets/forecasts for the next 5 years prepared on the basis of assumptions reflective of the prevailing

market conditions, and are discounted appropriately. The value in use calculations are most sensitive to the

following key assumptions:

JWMS

Indonesia

market for BIT

Bifurcation

Stents

% % %

Average growth rate 18 (2012: 18) 8 (2012: 8) 10 (2012: 15)

Terminal growth rate1 2 (2012: 2) – (2012: –) – (2012: –)

Pre-tax discount rate 11 (2012: 12) 17 (2012: 17) 16 (2012: 16)

1 Growth rate used to extrapolate cash flows beyond the forecasted period.

Management determined budgeted gross margin based on past performance and its expectations of market

development. The discount rate used reflects business specific risks relating to the relevant industry, business

life-cycle and geographical location.

During the financial year, an impairment loss was recognised to write down the carrying amount of goodwill

to the recoverable amount of the cash-generating units. The impairment loss of $1,880,000 (2012: $12,232,000)

was attributable to the cash-generating unit of Bifurcation stents (2012: BSI, Bio Japan and Bifurcation stents)

and was recognised in other operating expenses.

8. Long term loans to subsidiaries

Long term loans to subsidiaries with total principal amounts of $11,150,000 (2012: $11,150,000) are unsecured,

bear effective interest at rates ranging from 1.75% to 4.89% (2012: 2.00% to 4.90%) per annum. The remaining

balance relates to interest accrued amounting to $3,012,000 (2012: $2,612,000), arising from the loans. The

interest will be accrued and the outstanding principal amount of the loans together with the accrued interest

will be repayable 10 years after the commencement date of the loan agreements which fall between April

2014 and November 2018 inclusive. The loans are to be settled in cash.

PAGE 96



9. Restricted deposits

Restricted deposits held by a subsidiary are pledged to banks to secure credit facilities (Note 20) granted to

and utilised by the Company. The withdrawal of any part of the deposits is restricted until the liabilities under

the said facilities have been fully discharged. Restricted fixed deposits are classified as non-current due to the

non-current nature of the term loans drawn under these banking facilities.

Restricted fixed deposits bear interest at rates ranging from 3.35% to 3.75% per annum.

10. Inventories

Group

2013 2012

$’000 $’000

Finished goods 21,431 10,651

Work-in-progress 2,915 2,600

Sub-assemblies 3,625 2,431

Raw materials 13,104 16,036

Goods-in-transit 562 2,799

Total inventories at lower of cost and net realisable value 41,637 34,517

The amount of write-down of inventories recognised as an expense in cost of sales is $843,000 (2012: $1,584,000).

The write-down is based on management’s identification of expired, obsolete and slow-moving inventories.

The amount of inventories recognised as an expense in cost of sales is $50,728,000 (2012: $46,997,000).

11. Trade receivables

Group

2013 2012

$’000 $’000

Trade receivables 80,850 73,667

Less: Allowance for doubtful trade debts (4,494) (3,076)

76,356 70,591

Trade receivables include amount due from related parties of $234,000 (2012: $109,000). The gross amount

of the receivables is $234,000 (2012: $264,000) and the allowance for doubtful debts is $Nil (2012: $155,000).

PAGE 97



11. Trade receivables (Continued)

The Group’s trade receivables that are impaired at the balance sheet date and the movements in the allowance

account used to record the impairment are as follows:

Individually impaired

2013 2012

$’000 $’000

As at 1 April 3,076 1,915

Allowance for the year 1,675 8,609

Additions via business combinations – 224

Written off against allowance – (565)

Written back during the year (155) (6,987)

Translation differences (102) (120)

As at 31 March 4,494 3,076

The allowance was established subsequent to a debt recovery assessment performed on trade receivables,

taking into consideration the financial position of the debtor and whether the debtor has defaulted on

payments.

Trade receivables are non-interest bearing and repayable within the normal credit period of 30 to 120 days

(2012: 30 to 120 days).

As at 31 March 2013, trade receivables arising from export sales amounting to $3,069,000 (2012: $842,000)

are arranged to be settled via letters of credits issued by reputable banks in countries where the customers

are based.

As at 31 March 2013, the Group’s trade receivables that are not denominated in the functional currencies of

the respective subsidiaries are approximately as follows:

Group

2013 2012

$’000 $’000

United States dollar 26,318 26,794

Swiss franc 603 994

Great British pound 1,066 1,083

Malaysia ringgit 1,577 1,050

Indonesian rupiah 2,463 1,489

Thai baht 6,817 1,497

Hong Kong dollar 1,179 1,293

PAGE 98



11. Trade receivables (Continued)

The Group has trade receivables amounting to $16,548,000 (2012: $14,741,000) that are past due at the balance

sheet date but not impaired. These receivables are unsecured and the analysis of their aging at the balance

sheet date is as follows:

Group2013 2012$’000 $’000

Trade receivables past due:Less than 30 days 7,841 9,165

30 to 60 days 1,993 1,403

61 to 90 days 635 479

91 to 120 days 2,916 2,350

More than 120 days 3,163 1,344

16,548 14,741

12. Other receivables

Group2013 2012$’000 $’000

Other receivables 3,520 3,204

Less: Allowance for doubtful non-trade debts (377) (449)

3,143 2,755

Other receivables are interest-free, unsecured and to be settled in cash. They are mainly advances to suppliers.

Movements in allowance for doubtful non-trade debts are as follows:

Group2013 2012$’000 $’000

As at 1 April 449 612

Written off against allowance – (125)

Written back during the year (17) (32)

Translation differences (55) (6)

As at 31 March 377 449

The allowance was established subsequent to a debt recovery assessment performed on the non-trade debts,

taking into consideration the financial position of the debtor.

Allowance for doubtful non-trade debts amounting to $17,000 (2012: $32,000) was written back as the debts

provided for were recovered during the year.

PAGE 99



13. Due from a subsidiary (trade)

Amounts due from a subsidiary are interest-free, unsecured, repayable within the normal credit period of 30

to 90 days and to be settled in cash. The amounts due from a subsidiary are neither past due nor impaired.

Balances due from a subsidiary that are not denominated in the functional currency of the Company are

approximately as follows:

Company2013 2012$’000 $’000

Euro 1,995 1,031

Singapore Dollar 672 –

14. Due from/(to) subsidiaries (non-trade)

Amounts due from/(to) subsidiaries are interest-free, unsecured, repayable on demand and to be settled in

cash.

Balances due from/(to) subsidiaries that are not denominated in the functional currency of the Company are

approximately as follows:

Company2013 2012$’000 $’000

Due from subsidiariesEuro – 1,816

Singapore dollar – 295

Due to subsidiariesJapanese Yen (41) (535)

Euro (2,400) –

15. Cash and cash equivalents

Group Company2013 2012 2013 2012$’000 $’000 $’000 $’000

Cash and bank balances 519,930 109,625 219,756 63,948

Fixed deposits 94,326 203,857 – 98,049

Money market deposits 49 49 49 49

614,305 313,531 219,805 162,046

The Group and Company’s fixed and money market deposits bear interest at rates ranging from 0.1% to 3.1%

(2012: 0.2% to 3.3%) per annum, are readily convertible to cash and are subjected to an insignificant risk of

changes in value.

PAGE 100



15. Cash and cash equivalents (Continued)

The Group’s cash and cash equivalents that are not denominated in the functional currencies of the Company

and the respective subsidiaries are approximately as follows:

Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

United States dollar 36,491 26,976 – –

Euro 7,639 27,393 4,516 25,319

Great British pound 683 547 – –

Swiss franc 220 349 – –

Singapore dollar 29,302 72,256 29,254 72,129

16. Trade payables

Trade payables are non-interest bearing and are normally settled on 30 to 90 days (2012: 30 to 90 days) term.

The Group’s trade payables that are not denominated in the functional currencies of the respective subsidiaries

are approximately as follows:

Group

2013 2012

$’000 $’000

Euro 923 1,851

United States dollar 422 506

17. Accruals

Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Accrued operating expenses 14,147 10,569 1,206 1,209

Accrued payroll expenses 9,237 7,898 – –

Accrued purchases 650 593 – –

24,034 19,060 1,206 1,209

PAGE 101



18. Provisions

Group

Asset

retirement

obligations Warranty

Sales

return Total

$’000 $’000 $’000 $’000

As at 1 April 2012 369 249 2,246 2,864

Provisions for the year 235 526 – 761

Written back during the year – – (277) (277)

Utilisation during the year – (621) (780) (1,401)

Translation differences 5 3 (43) (35)

As at 31 March 2013 609 157 1,146 1,912

As at 1 April 2011 396 239 2,592 3,227

Provisions for the year – 140 1,573 1,713

Written back during the year (9) – – (9)

Utilisation during the year (19) (108) (1,550) (1,677)

Translation differences 1 (22) (369) (390)

As at 31 March 2012 369 249 2,246 2,864

Provisions for sales return and warranty are recognised for expected returns and warranty claims, based on

past experience of the levels of returns and warranty claims. It is expected that all of these costs will have been

incurred within three years from the balance sheet date.

Provision for asset retirement obligations is recognised for obligations to reinstate premises rented under

operating leases to its original condition upon the expiry of the relevant lease period, based on indicative

quotations obtained for such reinstatement work.

During the financial year, based on the actual sales returns and warranty claims experience within the most

recent three-year period, the Group revised its estimate and wrote back provision for sales returns of $277,000

(2012: $Nil).

During the financial year, based on the revised quotation obtained (2012: actual reinstatement cost) for the

premises rented under operating lease, the Group revised its estimate and increased the provision for asset

retirement obligations by $235,000 (2012: write-back of $9,000).

PAGE 102



19. Finance lease liabilities

Group

Minimum

lease

payment Interest

Present

value of

payments

$’000 $’000 $’000

2013

Payable within one year 24 (3) 21

Payable after one year but within five years 75 (5) 70

99 (8) 91

2012

Payable within one year 37 (2) 35

Payable after one year but within five years 36 (1) 35

73 (3) 70

The Group has finance leases for certain items of office equipment. These leases have terms ranging from 3 to

5 years. Certain leases have options to purchase or renew at the end of the lease term. There are no restrictions

placed upon the Group by entering into these leases. The discount rates implicit in the leases range from 3.8%

to 5% (2012: 3.8% to 5%) per annum.

20. Loans and borrowings

Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Bonds payable – 37,010 – 37,010

Medium term notes 238,331 – – –

Bank loans 39,000 – 39,000 –

277,331 37,010 39,000 37,010

Due within 12 months – 37,010 – 37,010

Due after 12 months 277,331 – 39,000 –

277,331 37,010 39,000 37,010

PAGE 103



20. Loans and borrowings (Continued)

Bonds payable

The Company issued an aggregate principal amount of S$48,750,000 of bonds (collectively the “Bonds”) with

22,475,232 detachable warrants (collectively the “Warrants”), including 3,725,233 detachable warrants issued

to placement consultant as consultancy fee, in the following tranches:

(a) 8.5% bonds with principal amount of S$27,500,000 and 10,576,922 detachable warrants (the “First Issue”);

and

(b) 8.5% bonds with principal amount of S$21,250,000 and 8,173,077 detachable warrants (the “Final Issue”).

Interest on the bond is payable on quarterly basis. The effective interest rate of the bonds is 16.48% and 17.48%

per annum for the First and Final Issues respectively. The Bonds were fully redeemed during the financial year.

Medium term notes

On 23 January 2013, a wholly-owned subsidiary of the Company, Biosensors Investment (Singapore) Pte. Ltd.,

issued S$300,000,000 fixed rate notes due on 23 January 2017 under a S$800,000,000 Multicurrency Medium

Term Note Programme (“MTN Programme”) established by the subsidiary on 4 January 2013. The notes bear

interest at a nominal rate of 4.875% per annum payable on a semi-annual basis. Directly attributable transaction

costs capitalised on issuance of the notes amounted to approximately $3,734,000. The effective interest rate of

the notes is 5.371% per annum. The notes are secured by a corporate guarantee from the Company.

The MTN Programme includes financial covenants which require the Group to maintain the following:

(a) Consolidated total net worth of not less than $800,000,000

(b) Ratio of net borrowings to the consolidated total net worth of not more than 0.80: 1

(c) Ratio of EBITDA* to interest expense of not more than 2.25: 1

* EBITDA is defined as the total consolidated profit of the Group:

i) before taking into account interest expenses, tax, any share of the profit of any associated

company or undertaking and extraordinary and exceptional items;

ii) after adjusting for any other non-operating, non-cash items;

iii) after adding back all amounts provided for depreciation and amortisation; and

iv) excluding any amount attributable to minority interest.

PAGE 104



20. Loans and borrowings (Continued)

Bank loans

Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Bank loan I 20,000 – 20,000 –

Bank loan II 19,000 – 19,000 –

39,000 – 39,000 –

Bank Loan I is repayable in December 2014 and bears interest at 3.15% per annum.

Bank Loan II is repayable in March 2015 and bears interest at 0.5% per annum above the prevailing London

Inter Bank Offer Rate (LIBOR).

Bank loans are secured by restricted deposits pledged to banks by a subsidiary company (Note 9).

21. Financial liabilities at fair value through profit or loss

Derivatives at fair value through profit or loss at the end of the previous financial year relate to 17,379,078

warrants to purchase ordinary shares of the Company. The warrants were issued in conjunction with the bonds

issue (Note 20).

Each warrant entitled the warrant holder to subscribe for one new ordinary share in the Company at exercise

prices of S$0.65 and S$0.66. The warrants were fully converted during the year.

The fair value adjustment recognised in the income statement during the current financial year in relation to

these derivatives was a gain of $4,950,000 (2012: charge of $4,143,000).

PAGE 105



22. Pension funds

The Group has two defined benefit pension retirement plans, of which the Japan Plan is unfunded. The following

tables summarise the components of net benefit expense recognised in the consolidated income statement

and amounts recognised in the consolidated balance sheet for the respective financial years ended 31 March.

Group

Swiss Plan Japan Plan Total

$’000 $’000 $’000

2013

Net benefit expense

Current service cost 1,168 152 1,320

Interest cost on benefit obligation 137 7 144

Net amortisation of actuarial loss 62 103 165

Contributions by employees (217) – (217)

Expected return of plan assets (167) – (167)

Curtailment gain recognised – (145) (145)

Net benefit expense 983 117 1,100

Benefit liability

Benefit obligation 8,110 541 8,651

Fair value of plan assets (6,312) – (6,312)

Benefit liability – non-current 1,798 541 2,339

2012

Net benefit expense



Net amortisation of actuarial loss 1,087 19 1,106

Contributions by employees (249) – (249)

Expected return of plan assets (176) – (176)

Net benefit expense 1,842 127 1,969

Benefit liability

Benefit obligation 7,343 777 8,120

Fair value of plan assets (5,615) – (5,615)

Benefit liability – non-current 1,728 777 2,505

PAGE 106



22. Pension funds (Continued)

Movements in the benefit liability during the financial year are as follows:

Group


$’000 $’000 $’000

2013

As at 1 April 2012 1,728 777 2,505

Net benefit expense 983 117 1,100

Benefits received – (274) (274)

Contributions by employer (862) – (862)

Translation differences (51) (79) (130)

As at 31 March 2013 1,798 541 2,339

2012

As at 1 April 2011 873 711 1,584

Net benefit expense 1,842 127 1,969

Benefits received – (64) (64)

Contributions by employer (982) – (982)

Translation differences (5) 3 (2)

As at 31 March 2012 1,728 777 2,505

Movements in the benefit obligation during the financial year are as follows:

Group


$’000 $’000 $’000

2013

As at 1 April 2012 7,343 777 8,120



Benefits to be received (390) (274) (664)

Actuarial losses 38 103 141

Change in assumptions (76) – (76)

Curtailment gain recognised – (145) (145)

Translation differences (110) (79) (189)

As at 31 March 2013 8,110 541 8,651

PAGE 107




Group


$’000 $’000 $’000

2012

As at 1 April 2011 5,079 711 5,790



Benefits to be paid/(received) 35 (64) (29)

Actuarial losses 481 19 500

Change in assumptions 524 – 524

Translation differences 44 3 47

As at 31 March 2012 7,343 777 8,120

Movements in fair value of plan assets during the financial year are as follows:

Swiss Plan

$’000

2013

As at 1 April 2012 5,615

Expected return on plan assets 167

Contributions by employees 217

Contributions by employer 862

Actuarial losses (100)

Benefits to be paid (390)

Translation differences (59)

As at 31 March 2013 6,312

2012

As at 1 April 2011 4,206

Expected return on plan assets 176

Contributions by employees 249

Contributions by employer 982

Actuarial losses (82)

Benefits to be received 35

Translation differences 49

As at 31 March 2012 5,615

Plan assets relating to the Swiss Plan relate to placement in cash, bonds, shares, real estates and mortgages

and alternative investments.

PAGE 108




The overall expected rate of return on assets is determined based on fair market values prevailing at the balance

sheet date. There has been no significant change in the expected rate of return on assets. The actual return

on plan assets is $67,000 (2012: $95,000).

The Group expects to contribute approximately $1,218,000 (2012: $1,225,000) to its defined benefit pension

plan in the next financial year.

Amounts for the current and previous four financial years are as follows:

Japan Plan

2013 2012 2011 2010 2009

$’000 $’000 $’000 $’000 $’000

Defined benefit obligation (541) (777) (711) (510) (437)

Experience adjustments

on plan liabilities 103 19 50 (53) 108

Swiss Plan

2013 2012 2011 2010 2009

$’000 $’000 $’000 $’000 $’000

Defined benefit obligation (8,110) (7,343) (5,079) (3,415) (2,505)

Plan assets 6,312 5,615 4,206 2,816 2,251

Deficit (1,798) (1,728) (873) (599) (254)


on plan liabilities 38 481 229 44 (29)


on plan assets (100) (82) (51) (45) 20

PAGE 109




The major categories of plan assets related to the Group’s Swiss Plan as a percentage of the fair value of total

plan assets are as follows:

Group

Swiss Plan

2013 2012

% %

Cash 11.4 2.3

Bonds 48.2 54.1

Shares 0.8 1.5

Real estates and mortgages 33.4 36.3

Alternative investments 6.2 5.8

The principal assumptions used in determining pension benefit obligations for the Group’s plans are shown

below:

Group

2013 2012

% %

Discount rate

– Swiss Plan 2.50 2.50

– Japan Plan 0.60 1.00

Mortality rate

– Swiss Plan – –

– Japan Plan 0.031 – 0.510 0.031 – 0.510

Expected rate of return on assets


Future salary increase


– Japan Plan 3.00 3.00

PAGE 110



23. Share capital

Group and Company

2013 2012

$’000 $’000

Authorised

– 2,400,000,000 ordinary shares with par value of 1/150

cent each 160 160

Issued and fully paid

As at 1 April

– 1,719,629,357 (2012: 1,333,036,630) ordinary shares with par value of

1/150

cent each 115 89

During the year:

– Issue of 5,834,113 (2012: 16,400,419) ordinary shares for cash via the

exercise of share options –* 2

– Issue of 17,379,078 (2012: 192,308) ordinary shares for cash via the

exercise of warrants 1 –*

– Issue of Nil (2012: 260,000,000) ordinary shares for the acquisition of

subsidiaries – 17

– Issue of Nil (2012: 110,000,000) ordinary shares for the conversion of

convertible notes – 7

As at 31 March

– 1,742,842,548 (2012: 1,719,629,357) ordinary shares with par value of

1/150

cent each 116 115

* Amounts are less than $1,000.

The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All

ordinary shares carry one vote per share without restriction.

PAGE 111



23. Share capital (Continued)

Warrants

The warrants were issued in conjunction with the Bonds (Note 20). Each warrant entitled the warrant holder to

subscribe for one new ordinary share in the Company at exercise prices of S$0.65 and S$0.66. The new ordinary

shares will rank pari passu in all respects with the then ordinary shares save for any dividends, rights, allotment

or other distributions, the record date for which is on or before the relevant exercise date of the warrants. These

warrants were fully converted during the financial year.

Share options

As at 31 March 2013, the Company has two share option arrangements, which are described below:

Type of Plan Pre-IPO ESOS Plan 2004 Plan

Dates of grant 1 January 2000 to 13 May 2005 1 April 2006 to 11 April 2012

Total number granted 191,148,800 (2012: 191,148,800) 114,329,000 (2012: 108,510,000)

Contractual life 10 years 5 to 10 years

The exercise period of the options administered by the Pre-IPO ESOS Plan will forfeit:

(i) within one month from the date of the option holder’s termination of employment within the Group as

a result of the termination by the Company or its subsidiaries or by voluntary resignation; or

(ii) within one year from the date of the option holder’s termination of employment within the Group for any

reasons other than those stated in (i).

The exercise period of the options administered by the 2004 Plan will forfeit:

(i) immediately as of the last day of employment within the Group as a result of the termination by the

Company or its subsidiaries or by voluntary resignation or in the event of misconduct on the part of the

option holder or the bankruptcy of the option holder; or

(ii) within the period of eighteen months after the date of cessation of employment or before the expiry of

the exercise period of that option if termination of employment within the Group for any reasons other

than those stated in (i) occurs after the first day of exercise period; or within the period of eighteen

months after first day of exercise period of that option if termination of employment within the Group for

any reasons other than those stated in (i) occurs before the first day of exercise period.

PAGE 112




Share options (Continued)

The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of, and

movements in share options during the year:

2013 2012

No. WAEP No. WAEP

$ $

Outstanding at the beginning of the year 44,328,314 0.46 60,516,333 0.45

Granted during the year 5,819,000 1.17 1,000,000 0.97

Exercised during the year* (5,834,113) 0.33 (16,400,419) 0.46

Forfeited during the year (430,000) 0.86 (787,600) 0.55

Outstanding at the end of the year 43,883,201 0.57 44,328,314 0.46

Exercisable at the end of the year 35,795,701 0.48 32,732,480 0.43

* The weighted average share price at the date of exercise for the options exercised is $0.99 (2012: $0.94).

The remaining options will vest in various tranches over 2 to 3 years.

The weighted average remaining contractual life for the share options outstanding as at 31 March 2013 is 4.93

years (2012: 5.69 years).

The weighted average fair value of options granted during the year was $0.64 (2012: $0.57).

There are no cash settlement alternatives.

PAGE 113





The following table illustrates the number (No.) of options outstanding and the range of exercise prices as at

31 March:

2013 2012

Exercise price No. No.

$0.0902 45,000 62,500

$0.1092 287,500 787,500

$0.2100 500,000 500,000

$0.2400 8,122,390 10,000,000

$0.3600 8,184,000 10,556,390

$0.3700 2,450,000 2,700,000

$0.5200 3,264,424 3,749,424

$0.5400 1,740,109 1,823,222

$0.5500 452,000 452,000

$0.5800 3,625,111 3,625,111

$0.5900 50,000 50,000

$0.6100 2,240,000 2,627,500

$0.6300 – 50,000

$0.6400 516,667 516,667

$0.7000 1,677,000 1,728,000

$0.8000 2,000,000 2,000,000

$0.9200 2,100,000 2,100,000

$0.9700 1,000,000 1,000,000

$1.1700 5,629,000 –

Total 43,883,201 44,328,314

The fair value of share options granted during the year is estimated as at the measurement dates using the

Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were

granted. The following table lists the inputs to the model used:

2013 2012

Dividend yield (%) – –

Expected volatility (%) 57 57

Historical volatility (%) 57 57

Risk-free interest rate (%) 1.18 – 1.61 2.48 – 2.98

Expected life of options (years) 5.5 – 7.0 5.5 – 7.0

Exercise price ($) 1.17 0.97

Weighted average share price ($) 1.21 0.99

PAGE 114





The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns

that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future

trends, which may also not necessarily be the actual outcome.

No other features of options granted were incorporated into the measurement of fair value.

Subsequent to the end of the financial year, options of 337,500 ordinary shares of 1/150

cent each were exercised

before the completion of these financial statements.

Performance shares

The Company has a performance share plan known as Biosensors Performance Share Plan (Biosensors PSP).

Under the terms of the Biosensors PSP, awards of fully paid-up shares will be granted, free of payment, to selected

senior executives and key management of the Company and its subsidiaries, including executive directors

with performance targets to be set over a performance period (typically a three-year period). Subject to the

achievement of the prescribed performance targets and upon expiry of the prescribed performance period,

fully paid shares free of charge will be allotted and issued.

During the financial year, the Company granted 8,000,000 and 9,000,000 performance shares to 2 executive

directors of the Company. These performance shares are equity settled and conditional upon the continued

employment of the directors for a period of 3 years after the grant date. The performance shares are valued

based on the market price of the Company’s shares at the date of the grant of $0.89 and $1.23. At 31 March

2013, the total outstanding number of performance shares granted was 17,000,000 (2012: Nil).

24. Share premium

Group and Company

2013 2012

$’000 $’000

As at 1 April 713,187 346,015

– Arising from issuance of ordinary shares via the exercise of share options 1,905 7,561

– Arising from issuance of ordinary shares via the exercise of warrants 16,119 102

– Transfer from other reserve pursuant to the exercise of share options 567 3,403

– Arising from issuance of ordinary shares for the acquisition of subsidiaries – 229,564

– Arising from issuance of ordinary shares for the conversion of

convertible notes – 126,542

As at 31 March 731,778 713,187

PAGE 115



24. Share premium (Continued)

The share premium account may be applied only for the purposes specified in Part IV, S40 of The Companies Act

1981 of Bermuda (as amended) and the Bye-laws of the Company. Under the Companies Act, the application

of the share premium account is limited, and amongst others can be applied in paying up unissued shares of

the Company to be issued to the shareholders as fully paid bonus shares.

25. Treasury shares

Treasury shares relate to ordinary shares of the Company that is held by the Company.

During the financial year, the Company acquired 19,772,000 (2012: Nil) shares in the Company through

purchases on the Singapore Exchange. The total amount paid to acquire the shares was $18,007,000 (2012:

$Nil) and this was presented as a component within equity.

26. Translation reserves

Translation reserves record exchange differences arising from the translation of the financial statements of the

foreign operations whose functional currencies are different from that of the Group’s presentation currency.

Group

2013 2012

$’000 $’000

As at 1 April 27,173 17,853

Net effect of exchange differences arising from translation of

financial statements:

– joint-venture company – 1,660

– foreign subsidiaries 7,818 14,022

Realisation of translation gain on:

– dissolution of a subsidiary (1,442) –

– investment in a joint-venture company – (6,362)

As at 31 March 33,549 27,173

PAGE 116



27. Other reserves


$’000 $’000

Equity component of convertible notes 3,617 3,617

Employee share-based payment reserve 17,332 9,378

Capital reserve 1,561 1,561

Total other reserves 22,510 14,556

(a) Equity component of convertible notes

This represents the residual amount of convertible redeemable notes after deducting the fair value of the

liability component. This amount is presented net of transaction costs arising from the convertible notes.

(b) Employee share-based payment reserve

Employee share-based payment reserve represents the equity-settled share options and performance

shares granted to employees and directors. The reserve is made up of the cumulative value of

services received from employees and directors recorded on grant of equity-settled share options and

performance shares, and are reduced by the expiry or exercise of the share options and issuance of

performance shares.


$’000 $’000

As at 1 April 9,378 11,018

Share-based payments 8,521 1,763

Exercise of share options (567) (3,403)

As at 31 March 17,332 9,378

(c) Capital reserve


$’000 $’000

Contribution from a shareholder, representing balance as at 31 March 1,561 1,561

Capital reserve represents the contribution from a shareholder. The contribution relates to the share

option expense arising from grant of options over 9 million ordinary shares of 1/150 US cent each owned

by the shareholder in the Company to another director of the Company. The grant of these options was

in consideration of the director’s agreement to accept appointment in the Company. These options

were exercisable at S$0.90 (equivalent to $0.63) per share and the options expired on 31 December

2009. The fair value of options granted was $0.17 as at the grant date.

PAGE 117



28. Revenue

Revenue represents licensing revenue and sales of goods in the normal course of business. Intra-group

transactions have been excluded from Group revenue.

Group

2013 2012

$’000 $’000

Revenue comprises:

Interventional cardiology 264,875 196,739

Critical care products 13,624 14,624

Total product revenue 278,499 211,363

Licensing revenue 57,688 80,778

336,187 292,141

29. Other income

Group

2013 2012

$’000 $’000

Gain on change in fair value of derivatives 4,950 –

Gain on remeasurement of investment in a joint-venture company – 273,245

Realisation of translation gain on:

– dissolution of a subsidiary 1,442 –

– investment in a joint-venture company – 6,362

Other miscellaneous income 434 1,188

6,826 280,795

PAGE 118



30. Profit from operations

Profit from operations is determined after crediting/(charging) the following:

Group

2013 2012

$’000 $’000

Audit fees:

– auditors of the Company (336) (339)

– other auditors* (262) (242)

Non-audit fees:

– auditors of the Company (61) (63)

– other auditors* (8) (11)

Depreciation of property, plant and equipment (6,631) (4,665)

Gain on disposal of property, plant and equipment 39 –

Property, plant and equipment written off (300) (80)

Impairment of property, plant and equipment – (100)

Amortisation of intangible assets (16,850) (8,611)

Intangible assets written off (1,708) –

Inventories written off (1,270) (89)

Write-down of inventories (843) (1,584)

Allowance for doubtful trade debts, net (1,675) (1,622)

Write-back of doubtful non-trade debts, net 17 32

Personnel expenses (Note 31) (1) (64,003) (51,909)

Non-executive directors:

– Directors’ fees (358) (427)

– Share-based payment expenses (320) (110)

Operating lease expenses (2,271) (2,167)

Fair value adjustment for financial liabilities through profit or loss (2) 4,950 (4,143)

Foreign exchange losses, net (2) (1,342) (6,314)

Impairment of goodwill (2) (1,880) (12,232)

* Includes the network of member firms of Ernst & Young LLP.(1) Includes amounts shown as key management personnel as disclosed in Note 37.(2) These amounts are included as part of other operating income/(expenses).

PAGE 119



31. Personnel expenses

Group

2013 2012

$’000 $’000

Salaries, wages and bonuses 48,136 42,523

Pension contributions

– defined contribution plans 2,499 2,702

– defined benefit plans 1,100 1,969

Staff benefits 2,313 2,357

Termination benefits 1,434 595

Share-based payment expenses 8,521 1,763

64,003 51,909

32. Financial income

Group

2013 2012

$’000 $’000

Interest income

– fixed deposits 4,560 2,105

– cash and bank balances 187 53

– others 44 20

4,791 2,178

33. Financial expenses

Group

2013 2012

$’000 $’000

Interest expense

– bank loans 250 –

– medium term notes 2,338 –

– bonds payable 4,287 5,964

– others 12 58

6,887 6,022

PAGE 120



34. Income tax and deferred tax assets/(liabilities)

Group

2013 2012

$’000 $’000

Current tax

– current year 7,063 4,004

– over provision in respect of prior years (9,764) (9,783)

Withholding tax

– current year 138 8,124

– over provision in respect of prior years (2,252) –

Deferred tax

– origination and reversal of temporary differences (1,543) (982)

(6,358) 1,363

The Company is not subject to income tax in Bermuda pursuant to tax exemption granted under the Exempted

Undertakings Tax Protection Act 1966 covering the period up to 28 March 2016.

Bio Europe has obtained a tax ruling that gives Bio Europe full exemption on Cantonal Tax and partial exemption

from Federal Tax for a period of 5 years up to September 2010 and is renewable for another 5 years thereafter.

During the financial year ended 31 March 2011, Bio Europe received the tax ruling renewing this exemption at

a partial exemption of 60% until 2015, which results in an effective tax rate of 10.64%. The tax ruling is subject

to certain conditions based on a business plan submitted to the relevant authority.

BIT has been granted pioneer status by Singapore Economic Development Board which exempts BIT from tax

arising from pioneer activities for an initial period of 5 years starting on 1 January 2008 and an additional

period of 2 years subject to BIT meeting the qualifying conditions set for the first 5 years at the end of the fifth

year. BIT has met the qualifying conditions for the 2 year extension. The granting of pioneer status to BIT is also

subject to the provisions of Part II of the Singapore Economic Expansion Incentives (Relief from Income Tax)

Act, Chapter 86.

JWMS has been granted a preferential corporate income tax rate of 15% for qualifying as a high technology

enterprise in 2011. This preferential rate is valid for 3 years and renewable if it is able to continue to meet the

qualifying criteria.

PAGE 121



34. Income tax and deferred tax assets/(liabilities) (Continued)

The reconciliation of the tax expense and the product of accounting profit multiplied by the applicable tax

rates for the years ended 31 March are as follows:

Group

2013 2012

$’000 $’000


Tax expense at the domestic rates applicable to profits

in the countries where the Group operates 11,993 12,646

Tax effect of expenses that are not deductible in

determining taxable profits 841 636

Deferred tax assets not recognised during the year 1,200 –

Tax effect of income not subject to tax (8,315) (7,000)

Deferred tax assets not recognised in respect of prior years,

now recognised – 78

Utilisation of deferred tax asset not previously recognised (20) (360)

Over provision of current tax in respect of prior years (9,764) (9,783)

Over provision of withholding tax in respect of prior years (2,252) –

Withholding tax 138 8,124

Share of results of a joint-venture company – (2,981)

Others (179) 3

(6,358) 1,363

Tax effect of income not subject to tax includes items which are tax exempted as a result of the pioneer status

granted to BIT.

PAGE 122



34. Income tax and deferred tax assets/(liabilities) (Continued)

Deferred tax balances as at 31 March relate to the following:

Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Deferred tax assets

Unutilised tax losses – 472 – –

Deferred tax liabilities

Temporary differences arising from foreign

exchange differences (1,318) (1,318) – –

Excess of net book value over tax written

down value of

– customer relationships (17,755) (19,588) – –

– property, plant and equipment (33) (43) – –

– intangible assets (40) (40) – –

Deferred revenue (22) (118) – –

Withholding tax on interest receivable (500) (433) (500) (433)

(19,668) (21,540) (500) (433)

Tax losses

As at 31 March 2013, the Group had unrecognised unabsorbed tax losses of approximately $3.2 million (2012:

$21.8 million), available for offsetting against future taxable profits, subject to the agreement of the relevant

tax authorities and compliance with the relevant provisions of the tax legislation of the respective countries in

which the subsidiaries operate. The decrease was mainly due to the dissolution of a subsidiary.

The potential deferred tax asset arising from the unrecognised unabsorbed tax losses has not been recognised

in the financial statements due to uncertainty of recoverability.

Unrecognised temporary differences relating to investments in subsidiaries

No deferred tax liability (2012: $Nil) has been recognised for taxes that would be payable on the undistributed

earnings of the Group’s subsidiaries as the subsidiaries cannot distribute their profits until they obtain the

consent of the Group. At the balance sheet date, the Group does not foresee giving such consent.

As at 31 March 2013, the tax effect of the temporary differences associated with investments in subsidiaries

for which deferred tax liabilities have not been recognised amounts to approximately $12.7 million (2012: $9.7

million).

PAGE 123



35. Earnings per share

Basic earnings per share is calculated by dividing the net profit for the year attributable to ordinary equity

holders of the Company by the weighted average number of ordinary shares in issue during the year.

Diluted earnings per share is calculated by dividing the net profit for the year by the weighted average number

of ordinary shares in issue during the year after adjusting for the effects of dilutive securities.

The following reflects the net profit for the year and share data used in the basic and diluted earnings per

share computations for the years ended 31 March:

Group

2013 2012

$’000 $’000

Profit for the year attributable to equity holders of the Company 115,377 364,268

Weighted average number of ordinary shares in issue applicable to

basic earnings per share (’000) 1,723,134 1,510,290

Dilutive effect of options and warrants (’000) 24,004 31,416

Weighted average number of ordinary shares in issue applicable to

diluted earnings per share (’000) 1,747,138 1,541,706

Earnings per share

– Basic (USD cents) 6.70 24.12

– Diluted (USD cents) 6.60 23.63

2,675,000 (2012: 3,100,000) of options on ordinary shares of 1/150

cent each were not included in the calculation

of diluted earnings per share for the year ended 31 March 2013 and 2012 because these are anti-dilutive.

Subsequent to the end of the financial year:

(i) options of 337,500 ordinary shares of 1/150

cent each were exercised;

(ii) 2,798,000 shares in the Company were acquired by the Company through purchases on the Singapore

Exchange.

Other than the above, there have been no other transactions involving ordinary shares or potential ordinary

shares subsequent to the end of the financial year and before the completion of these financial statements.

PAGE 124



36. Commitments and contingent liabilities

(i) Operating lease commitments

In addition to the land use rights disclosed in Note 6, the Group has various non-cancellable operating

lease commitments for office, factory, warehouse and residential premises. These leases have an average

term of 3 years, and certain leases have renewal options and rental escalation clauses. Lease terms

do not provide for contingent rents and do not contain restrictions on the Group’s activities concerning

dividends, additional debt or further leasing.

Future minimal rental payable under non-cancellable operating lease (excluding land use rights) at the

end of the reporting period are as follows:

Group

2013 2012

$’000 $’000

Future minimum lease payments

– not later than 1 year 1,270 1,314

– later than 1 year but not later than 5 years 390 1,503

1,660 2,817

Minimum lease payments, including amortisation of land use rights recognised as an expense in profit

or loss for the financial year ended 31 March 2013 amounted to $2,478,000 (2012: $2,187,000).

(ii) Other contractual commitments

Contractual commitments other than lease commitments at the end of the reporting period, but not

recognised in the financial statements are as follows:

(a) Commitments under a land use rights application to invest approximately $54.0 million on building,

civil works and plant and machinery within the next 3 years from March 2012. As at 31 March

2013, the Group has incurred cumulative capital expenditure of approximately $2.5 million (2012:

$Nil).

Contracted capital expenditure in respect of the building and civil works on the awarded land

not provided for in the financial statements as at the end of the reporting period was about

$51.5 million.

(b) Commitments to fund certain clinical studies undertaken by a research institute of about $25.7

million (2012: $Nil). The funding will be provided based on completion of certain milestones by

the research institute. These milestones are expected to be completed over the next three years.

PAGE 125



36. Commitments and contingent liabilities (Continued)

(iii) Contingent liabilities

Group

(a) A provincial prosecutor (the “Prosecutor”) commenced investigations into alleged breaches by

doctors in Modena, Italy, of regulations relating to the conduct of clinical studies. These studies

were in respect of medical devices of certain companies, including the Group. The Group did

not monitor and had no control over the said clinical studies.

The Group has not been formally served with any notice of investigation, but has pro-actively

instructed its legal counsel to approach the Prosecutor and offer cooperation in the investigation.

Management believes that neither the Group, nor any of its employees, has violated any laws

and regulations. The Group’s exposure, if any, in relation to the abovementioned investigation

is not expected to materially affect the Group’s results or operations. Accordingly, no provision

for any contingent liability has been made in the financial statements for the years ended 31

March 2013 and 2012.

(b) In December 2005, an action for a preliminary injunction was initiated in Netherlands against

the Company and certain of its subsidiaries alleging that the Axxion stent products infringe on

a patent held by Boston Scientific Corporation and Angiotech Pharmaceuticals Inc. The court

denied the request for an injunction finding in the Company’s favour. An appeal has been filed

by Boston Scientific Corporation and Angiotech Pharmaceuticals Inc., but the appeal has been

dormant since mid-2006 and a date for the appeal has not yet been set.

The Group has been advised by its legal counsel that it is not possible to predict the outcome of

the appeal if it is ever to be heard. Accordingly, no provision for any contingent liability has been

made in the financial statements for the years ended 31 March 2013 and 2012.

(c) In the previous financial years, there was an action in Netherlands against the Company and a

subsidiary in Netherlands in connection with claims arising from certain patients who received

Occam stents in procedures conducted in India. During the financial year, the aforementioned

case was dismissed by the court.

Company

(a) The Company has guaranteed the obligations of a subsidiary in relation to the MTN Programme

(Note 20). The financial guarantee was not accounted for in the Company’s separate financial

statements as the effect of recognising the financial guarantee was assessed to be insignificant.

PAGE 126



37. Related party information

(i) Sale and purchase of goods and services

In addition to the related party information disclosed elsewhere in the financial statements, significant

transactions with related parties, on terms agreed between the parties, were as follows:

Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Income

Sales to a joint-venture company – 5,955 – –

Sales to related parties(1) 2,625 1,396 – –

Interest income on long term loans to

subsidiaries – – 400 416

Expenses

Purchases from a joint-venture company – 731 – –

Purchases from related parties(1) 60 35 – –

Research and development expenses

charged by subsidiaries – – 12,861 9,126

Corporate expenses charged by

subsidiaries – – 5,614 7,815

Rental expenses paid to related parties(1) 547 28 – –

Utility expenses paid to related parties(1) 112 66 – –

Professional fees paid to a

company in which a director of

the Company has a substantial interest 213 180 168 180

Consultancy fee paid to a company

in which a director of the Company

has a substantial interest 360 150 360 150

Others

Computer software cost charged to

subsidiaries – – – 37

(1) Related parties are companies that are members of a group that have significant influence over

the Company and are represented on the Board of the Company.

PAGE 127



37. Related party information (Continued)

(ii) Compensation of key management personnel

Group Company

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Salaries, wages and bonuses 4,445 5,462 – –

Pension contributions

– defined contribution plans 63 36 – –

Staff benefits 843 652 – –

Share-based payment expenses 7,343 1,280 – –

Total compensation to key management

personnel 12,694 7,430 – –

Comprise amounts paid to:

Executive directors of the Company 9,454 5,311 – –

Other key management personnel 3,240 2,119 – –

12,694 7,430 – –

The remuneration of key management personnel are determined by the remuneration committee having

regard to the performance of individuals and market trends.

PAGE 128



37. Related party information (Continued)

(iii) Directors’ interest in the Pre-IPO ESOS Plan and 2004 Plan

Share options held by the executive and non-executive members of the Board of Directors under the

Pre-IPO ESOS Plan and 2004 Plan to purchase ordinary shares have the following expiry dates and

exercise prices:

Grant year Expiry date Exercise price No. of options

2013 2012

2004 2014 0.1092 150,000 150,000

2004 2014 0.3600 6,000,000 8,000,000

2006 2016 0.7000 810,000 810,000

2007 2017 0.5400 166,805 166,805

2007 2017 0.5800 2,975,111 2,975,111

2008 2018 0.3600 1,000,000 1,000,000

2008 2018 0.5200 1,000,000 1,000,000

2009 2019 0.2400 4,500,000 6,000,000

2009 2019 0.3700 2,000,000 2,000,000

2010 2015 0.6400 450,000 516,667

2010 2015 0.9200 100,000 100,000

2010 2020 0.8000 2,000,000 2,000,000

2010 2020 0.9200 2,000,000 2,000,000

2013 2017 1.1700 449,000 –

23,600,916 26,718,583

(iv) Directors’ interest in the Biosensors PSP

During the financial year, the Company granted 8,000,000 and 9,000,000 performance shares to 2

executive directors of the Company. These performance shares are equity settled and conditional upon

the continued employment of the directors for a period of 3 years after the grant date.

At 31 March 2013, the total outstanding number of performance shares granted to directors of the

Company was 17,000,000 (2012: Nil).

PAGE 129



38. Financial risk management objectives and policies

The Group’s and the Company’s principal financial instruments, other than derivative financial instruments,

comprise fixed deposits, cash and bank balances, finance lease liabilities and loans and borrowings. The main

purpose of these financial instruments is to finance the Group’s and the Company’s operations. The Group

has other financial assets and liabilities such as trade receivables and trade payables, which arise directly

from its operations.

It is, and has been throughout the year under review, the Group’s and the Company’s policy that no trading

in derivative financial instruments shall be undertaken.

The main risks arising from the Group’s and the Company’s financial instruments are interest rate risk, liquidity

risk, credit risk and foreign currency risk. The management reviews and agrees policies for managing each of

these risks and they are summarised below. There have been no changes to the Group’s and the Company’s

exposures to risk, how they arise and the Group’s and the Company’s objectives, policies and processes for

managing these risks and the methods used to measure these risks.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s financial

instruments will fluctuate because of changes in market interest rates. The Group’s and the Company’s exposure

to interest rate risk arises primarily from their cash and cash equivalents and loans and borrowings.

The Group and the Company obtain additional financing through borrowings and issue of shares. Surplus

funds are placed with reputable banks. The Group’s and the Company’s policy is to obtain the most favourable

interest rates available without increasing its foreign currency exposure.

Sensitivity analysis of interest rate risk

At 31 March 2013, if interest rate had increased/decreased by 25 basis points (2012: 25 basis points) with all

other variables held constant, post-tax profit for the financial year would have been $235,000 higher/lower

(2012: $509,000 higher/lower), as a result of the higher/lower interest income.

Liquidity risk

Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations

due to shortage of funds.

The Group and the Company ensure availability of funds through an adequate amount of cash and marketable

securities and where necessary, fund raising exercise will be considered via issue of bonds or convertible notes,

rights issues, private placements, or equity-related exercise.

The Group has a MTN Programme (Note 20) under which it may issue notes up to S$800,000,000 and as of 31

March 2013, S$500,000,000 remains unutilised. Under the MTN Programme, notes issued by the Group may

have varying maturities as agreed with the relevant financial institution.

PAGE 130



38. Financial risk management objectives and policies (Continued)

Liquidity risk (Continued)

The table below analyses the Group’s and the Company’s financial liabilities into relevant maturity groupings

based on the remaining period at the balance sheet date to the contractual maturity date. The amounts

disclosed in the table are the contractual undiscounted cash flows.

GroupLess than

1 year1 to 5 years Total

$’000 $’000 $’000

2013Finance lease liabilities 24 75 99Other payables 14,517 – 14,517Accruals other than accrued payroll expenses 14,797 – 14,797Trade payables 3,532 – 3,532Loans and borrowings 10,374 316,833 327,207

43,244 316,908 360,152

2012Finance lease liabilities 37 36 73

Other payables 13,132 – 13,132

Accruals other than accrued payroll expenses 11,162 – 11,162

Trade payables 7,610 – 7,610

Loans and borrowings 41,268 – 41,268

73,209 36 73,245

Company

2013Due to subsidiaries 3,990 – 3,990Other payables 843 – 843Accruals other than accrued payroll expenses 1,206 – 1,206Loans and borrowings 778 39,532 40,310

6,817 39,532 46,349

2012Due to subsidiaries 6,266 – 6,266

Other payables 600 – 600

Accruals other than accrued payroll expenses 1,209 – 1,209

Loans and borrowings 41,268 – 41,268

49,343 – 49,343

PAGE 131




Liquidity risk (Continued)

At 31 March 2013, the maximum amounts payable for the financial guarantee (Note 36) issued by the Company

is $289,094,000 (2012: $Nil). The earliest period in which the guarantee could be called after the year end is

1 April 2013.

Credit risk

Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default

on its obligations. The Group’s exposure to credit risk arises primarily from trade receivables. For other financial

assets (including cash and cash equivalents), the Group and the Company minimise credit risk by dealing

with high credit rating counterparties.

The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased

credit risk exposure. The Group trades only with recognised and creditworthy third parties. Credit risk is monitored

through the careful selection of customers and the application of monitoring procedures.

Exposure to credit risk

At the balance sheet date, the Group’s and the Company’s maximum exposure to credit risk is represented by:

– the carrying amount of each class of financial assets recognised in the balance sheets for the Group and

the Company; and

– the maximum amounts payable under the financial guarantee (Note 36) issued by the Company in relation

to the MTN Programme (Note 20).

Excessive risk concentration

Concentration arises when a number of counterparties are engaged in similar business activities, or activities in

the same geographical region, or have economic features that would cause their ability to meet contractual

obligations to be similarly affected by changes in economic, political or other conditions. Concentrations

indicate the relative sensitivity of the Group’s performance on developments affecting the industry.

In order to avoid excessive concentration of risk, management monitors the country profile of its trade

receivables on an on-going basis. Identified concentrations of credit risks are controlled and managed

accordingly.

PAGE 132




Credit risk (Continued)

Credit risk concentration profile

The credit concentration profile of the Group’s trade receivables at the balance sheet date is as follows:

2013 2012

$’000 % of total $’000 % of total

China 16,250 21 11,548 16

Cyprus 5,880 8 4,379 6

France 2,968 4 3,456 5

Japan 3,637 5 9,842 14

Korea 3,982 5 3,207 5

Singapore 3,861 5 4,356 6

Thailand 6,863 9 1,159 2

Others* 32,915 43 32,644 46

Total 76,356 100 70,591 100

* Individually less than 5%

At the balance sheet date, approximately 30% (2012: 28%) of the Group’s trade receivables were due from 5

(2012: 5) major customers who are the Group’s distributors.

Financial assets that are neither past due nor impaired

Trade and other receivables that are neither past due nor impaired are creditworthy debtors with good payment

record with the Group. Cash and cash equivalents are placed with reputable banks.

Financial assets that are either past due or impaired

Information regarding financial assets that are either past due or impaired is disclosed in Notes 11, 12 and 13.

PAGE 133




Foreign currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency

exposures, primarily with respect to United States dollar, Singapore dollar and Euro. Foreign exchange risk

arises when future commercial transactions, recognised assets or liabilities, investments in foreign operations

whose net assets are denominated in a currency other than the respective functional currencies of the Group

entities, primarily United States dollar, Singapore dollar (“SGD” or “S$”) and Euro. The Group’s foreign operations

are managed primarily through the engagement of services and purchases denominated in the respective

functional currencies of the foreign subsidiaries.

The Group uses foreign currency denominated assets as a natural hedge against its foreign currency

denominated liabilities. It is not the Group’s policy to enter into derivative forward foreign exchange contracts

for hedging or speculative purposes.

Sensitivity analysis for foreign currency risk

The following table demonstrates the sensitivity of the Group’s post-tax profit to a reasonably possible change

in SGD and Euro against the Group’s functional currency arising from the translation of monetary assets and

liabilities of the Group.

Group

2013 2012

$’000 $’000

SGD/USD – strengthened by 2% (2012: 2%) – 157 + 278

– weakened by 2% (2012: 2%) + 157 – 278

Euro/USD – strengthened by 6% (2012: 6%) – 1,160 – 323

– weakened by 6% (2012: 6 %) + 1,160 + 323

PAGE 134



39. Fair value of financial instruments

Fair value is defined as the amount at which the financial instrument could be exchanged in a current

transaction between knowledgeable willing parties in an arm’s length transaction, other than in a forced or

liquidation sale. Fair values are obtained from quoted market prices, discounted cash flow models and option

pricing models as appropriate.

Total carrying amounts Fair values

2013 2012 2013 2012

$’000 $’000 $’000 $’000

Group

Financial assets

Loans and receivables

Trade receivables 76,356 70,591 76,356 70,591

Other receivables 3,143 2,755 3,143 2,755

Deposits 816 588 816 588

Restricted deposits 44,688 – 44,688 –

Cash and cash equivalents 614,305 313,531 614,305 313,531

739,308 387,465 739,308 387,465

Financial liabilities

Financial liabilities measured at amortised cost

Trade payables 3,532 7,610 3,532 7,610

Other payables 14,517 13,132 14,517 13,132

Accruals other than accrued payroll expenses 14,797 11,162 14,797 11,162

Finance lease liabilities 91 70 91 70

Loans and borrowings

– Bonds payable – 37,010 – 42,530

– Medium term notes 238,331 – 243,811 –

– Bank loans 39,000 – 39,000 –

310,268 68,984 315,748 74,504

Financial liabilities at fair value through profit or loss – 11,841 – 11,841

PAGE 135



39. Fair value of financial instruments (Continued)

Total carrying amounts Fair values2013 2012 2013 2012

$’000 $’000 $’000 $’000

CompanyFinancial assetsLoans and receivables

Long term loans to subsidiaries 14,162 13,762 14,075 13,624

Due from subsidiaries 9,876 24,217 9,876 24,217

Cash and cash equivalents 219,805 162,046 219,805 162,046

243,843 200,025 243,756 199,887

Financial liabilitiesFinancial liabilities measured at amortised cost

Due to subsidiaries 3,990 6,266 3,990 6,266

Other payables 843 600 843 600

Accruals other than accrued payroll expenses 1,206 1,209 1,206 1,209

Loans and borrowings

– Bonds payable – 37,010 – 42,530

– Bank loans 39,000 – 39,000 –

45,039 45,085 45,039 50,605

Financial liabilities at fair value through profit or loss – 11,841 – 11,841

The following methods and assumptions are used to estimate the fair value of each class of financial instrument.

Financial instruments whose carrying amount approximate fair value

Management has determined that the carrying amounts of cash and short-term deposits, current trade and

other receivables, deposits, restricted deposits with floating rates, current trade and other payables, accruals,

current loans and borrowings and non-current loans and borrowings with floating rates, based on their notional

amounts, reasonably approximate their fair values because these are mostly short-term in nature or are repriced

frequently.

Management believes that the carrying amount of finance leases and non-current fixed rate bank loans closely

approximate its fair value as the interest rates of these instruments approximate the market interest rates on

or at the end of the reporting period.

Bonds payable

The fair values of the bonds payable, which are not carried at fair value in the balance sheet, are presented

in the preceding table. The fair value of this financial liability is estimated using discounted cash flow analysis,

based on estimated discount rate of Nil% (2012: 8.5%).

PAGE 136



39. Fair value of financial instruments (Continued)

Medium term notes

The fair values of the medium term notes, which are not carried at fair value in the balance sheet, are presented

in the preceding table. The fair value of this financial liability is determined by reference to their published price.

Financial instruments carried at fair value

For derivatives where there is no active market, fair value is estimated using an option pricing model. The inputs

to the option pricing model are based on market data relating to a listed proxy stock whose risk profile has

been assessed to approximate that of the underlying stock.

The fair value of derivative financial instrument in 2012 was determined by using the Black-Scholes option pricing

model, based on the closing market price of the Company’s ordinary shares on the SGX-ST as at the reporting

date, the exercise price of the warrants, expected volatility rate based on the Company’s historical volatility

rate, the warrant’s maturity periods and a risk free interest rate of 0.6% per annum.

Long term loans to subsidiaries

The fair values of loans to subsidiaries, which are not carried at fair value in the balance sheet, are presented in

the preceding table. The fair values of these financial assets are estimated using discounted cash flow analysis,

based on the current applicable United States of America federal rate.

Fair value hierarchy

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments

by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value

are observable, either directly or indirectly

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are

not based on observable market data

The Group held the following financial instruments measured at fair value:

2013 2012

$’000 $’000

Level 2

Liabilities measured at fair value

Financial liabilities at fair value through profit or loss – 11,841

There were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into and out

of Level 3 fair value measurements.

PAGE 137



40. Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going

concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an

optimal capital structure to reduce the cost of capital.

The subsidiary’s MTN Programme contains certain financial covenants which require the Group to maintain

certain gearing ratios and minimum net assets values. These covenants are tested at the end of each reporting

period. The subsidiary has complied with all of its financial covenants and has neither requested or gained any

waivers during the financial period. Details of these covenants are disclosed in Note 20.

The Group’s policy is to keep the gearing ratio at less than 20%. The gearing ratio is the net debt divided by

total capital. In order to maintain or adjust the capital structure, the Group may issue new shares or sell assets

to reduce debt. No changes were made to the objectives, policies or processes.

The Group defines net debt as loans and borrowings, less cash and cash equivalents. Total capital includes

equity attributable to the owners of the Company and reserves.

Group

2013 2012

$’000 $’000

Loans and borrowings (277,422) (37,080)

Less: Cash and cash equivalents 614,305 313,531

Net cash 336,883 276,451

Total capital 1,247,959 1,117,667

The Group is in a net cash position and has kept the gearing ratio at less than 20%.

41. Segment information

For management purposes, the Group is organised into business units based on their products and services,

and has three main reportable operating segments as follows:

– the interventional cardiology segment supplies the Group’s proprietary drug-eluting stent products,

coronary bare-metal stents, accompanying stent delivery balloon catheter systems, angioplasty balloons

and catheters.

– the critical care segment supplies catheter systems and related accessories used during surgery and

intensive care treatment and monitoring.

- the licensing revenue segment relates to milestone payments and royalties associated with the licensing

of the Group’s proprietary drug-eluting stent technology and intellectual property.

No operating segments have been aggregated to form the above reportable operating segments.

PAGE 138



41. Segment information (Continued)

Management monitors the operating results of its business units separately for the purpose of making decisions

about resource allocation and performance assessment. These performances are evaluated based on

operating profit or loss and is measured consistently with operating profit or loss in the consolidated financial

statements. Group financing (including finance costs and finance income) and income taxes are managed

on a group basis and are not allocated to operating segments.

Segment assets, liabilities, capital expenditure and certain expenses are managed on a group basis and cannot

be directly attributable to individual operating segments. It is impractical to allocate them to the segments.

Turnover by geographical markets is based on the location of customers regardless of where the goods are

produced. Non-current assets are based on the location of those assets.

Segment accounting policies are the same as the policies of the Group as described in Note 2. There are no

inter-segment sales or transfers within the Group.

Inter- ventional

cardiologyCritical

careLicensing revenue Total

$’000 $’000 $’000 $’000

2013

Segment revenue – External customers 264,875 13,624 57,688 336,187

Segment gross profit 220,413 5,245 57,688 283,346

Segment results 70,547 645 57,688 128,880

Unallocated corporate income 6,429Unallocated corporate expenses (24,194)Financial income 4,791Financial expenses (6,887)

Profit before tax 109,019Income tax 6,358

Net profit for the year 115,377

Goodwill impairment loss of $1,880,000 has been allocated to the interventional cardiology segment.

Unallocated corporate income includes gain on dissolution of a subsidiary and gain on change in fair value

of derivatives.

Unallocated corporate expenses are managed on a group basis and are not allocated to individual operating

segments.

PAGE 139




Inter- ventional

cardiologyCritical

careLicensing revenue Total

$’000 $’000 $’000 $’000

2012

Segment revenue – External customers 196,739 14,624 80,778 292,141

Segment gross profit 147,748 6,043 80,778 234,569

Segment results 33,497 (8,258) 80,778 106,017

Unallocated corporate income 279,724

Unallocated corporate expenses (24,278)

Financial income 2,178

Financial expenses (6,022)

Share of results of a joint-venture company 8,012(1)

Profit before tax 365,631

Income tax (1,363)

Net profit for the year 364,268

(1) The carrying value of the joint-venture company meets the quantitative criteria for a separate segment

in the prior year and has been classified as such for comparative purposes. Management monitors

the performance of the joint-venture company based on its share of results. The joint-venture company

became a subsidiary during 2012 and its results had been consolidated in the interventional cardiology

segment from acquisition date, 3 October 2011, to 31 March 2012.

Goodwill impairment loss of $1,880,000 and $10,351,000 has been allocated to the interventional cardiology

segment and the critical care segment respectively.

Unallocated corporate income includes gain on measurement of a joint-venture company and realisation of

translation gain on investment in a joint-venture company, which are both recognised in other income.

Unallocated corporate expenses are managed on a group basis and are not allocated to individual operating

segments.

PAGE 140




Geographical information

Revenue by geographical markets is as follows:

2013 2012$’000 $’000

China 106,768 60,142

Japan 65,738 93,761

Others* 163,681 138,238

336,187 292,141

* Individual countries revenue does not contribute more than 5% (2012: 5%) of the total revenue.

Carrying amounts of segment non-current assets other than financial instruments by countries are as follows:

2013 2012$’000 $’000

China 794,292 805,692

Singapore 16,081 15,372

Bermuda 1,322 3,414

Others* 2,310 3,138

814,005 827,616

* Non-current assets other than financial instruments of these individual countries do not contribute more

than 1% (2012: 1%) of the total non-current assets other than financial instruments.

Information about major customers

Revenue from one major customer of the licensing revenue segment amounted to $57,688,000 (2012:

$80,788,000).

42. Dividends

Group and Company2013 2012$’000 $’000

Recommended but not recognised as a liability as at 31 March:

Dividends on ordinary shares, subject to shareholders’

approval at the AGM:

– Final dividend for 2013: $0.02 (2012: $Nil) per share 34,461 –

The recommended dividends amount presented above is estimated based on the number of issued shares

(excluding treasury shares) as at 31 March 2013. The actual dividends payment will be determined on the

book closure date.

PAGE 141



43. Events after balance sheet date

Acquisition of business from Spectrum Dynamics, LLC

On 13 May 2013, the Company entered into an asset purchase agreement (the “Agreement”) with Spectrum

Dynamics, LLC (“Spectrum Dynamics”) and Spectrum Dynamics (USA) Inc. (collectively, the “Sellers”) for the

acquisition of substantially all the business of Spectrum Dynamics and its subsidiaries (the “Acquisition”). The

transaction was completed on 26 May 2013.

The Acquisition allows the Group to utilise the intellectual property, licenses and patents related to Spectrum

Dynamics’ medical imaging and clinical applications business.

The provisional fair values of the identifiable assets and liabilities acquired are as follows:

Provisional

fair values

recognised

on Acquisition

$’000

Property, plant and equipment 136

Intangible assets 19,551

Trade and other receivables 992

Inventories 1,975

Long-term deposits 58

Short-term deposits 80

Total assets 22,792

Deferred revenue 1,489

Trade and other payables 4,231

Deferred tax liabilities 7,855

Contingent liabilities acquired 179

Long-term deferred revenue 1,915

Other long-term payables 93

Total liabilities 15,762

Total identifiable net assets at fair value 7,030

Provisional goodwill arising from acquisition 47,851

54,881

PAGE 142



43. Events after balance sheet date (Continued)

Acquisition of business from Spectrum Dynamics, LLC (Continued)

$’000

Consideration effectively transferred for the Acquisition:

Cash paid 51,130

Provisional fair value of contingent consideration* 3,751

54,881

Consideration transferred/transferrable for the Acquisition

The purchase consideration for the Acquisition payable to Spectrum Dynamics is as follows:

(i) Upon closing of the Agreement, $51,130,000 was paid in cash.

(ii) In the event that certain performance benchmarks of the Business are met within 12 months of completion

of the Acquisition, $4,000,000* shall be paid in cash to Spectrum Dynamics in 2014.

(iii) In the event that certain performance benchmarks of the Business for the financial years ending 31 March

2015 and 31 March 2016 are met, an amount of up to $15,000,000* is payable in cash to Spectrum

Dynamics in 2016.

* The provisional fair value of the contingent consideration under (ii) and (iii) as at the acquisition date was

estimated based on the income approach using probability-weighted payout approach and discounted

at 5.27% per annum.

Transaction costs

The Group incurred transaction costs related to the acquisition of $388,000. Transaction costs related to the

acquisition of $388,000 are recognised in the “Administrative expenses” line item in the Group’s profit or loss

for the year ended 31 March 2013.

Goodwill arising from acquisition

The goodwill arising from the acquisition comprises the value of expanding the Group’s products offerings and

cost reduction synergies expected to arise from the acquisition. None of the goodwill recognised is expected

to be deductible for tax purposes.

PAGE 143



43. Events after balance sheet date (Continued)

Acquisition of business from Spectrum Dynamics, LLC (Continued)

Trade and other receivables acquired

The provisional fair value and gross amounts of trade and other receivables acquired amounted to $992,000.

It is expected that the full contractual amounts of trade and other receivables can be collected.

Impact of the acquisition on profit and loss

Since the Acquisition happened after the close of the financial year, the Acquisition did not contribute to the

revenue and Group’s profit for the year. If the business combination had taken place at the beginning of the

year, the Group’s revenue would have been 2% higher and the Group’s profit after tax would have been 11%

lower based on the unaudited management accounts provided by Spectrum Dynamics and its subsidiaries

for the year ended 31 March 2013.

Provisional amounts for disclosures relating to the acquisition

The fair values for the contingent consideration, assets acquired and liabilities assumed for the Acquisition

are provisional as:

(i) The Group has not finalised the valuation of the contingent consideration, assets and liabilities; and

(ii) The assets acquired and liabilities assumed are based on unaudited management accounts provided

by Spectrum Dynamics and the Group has not completed its detailed review as of the date of these

financial statements.

Incorporation of subsidiaries

On 13 May 2013, Biosensors Interventional Technologies Pte. Ltd. incorporated a wholly-owned subsidiary,

Spectrum Dynamics Medical Ltd, which will be principally engaged in developing, manufacturing and marketing

advanced medical imaging and clinical solutions.

On 13 May 2013, Biosensors Europe SA incorporated a wholly-owned subsidiary, Spectrum Dynamics Medical,

Inc., which will be principally engaged in the marketing and distribution of advanced medical imaging and

clinical solutions.

44. Authorisation of financial statements

The financial statements for the year ended 31 March 2013 were authorised for issue in accordance with a

resolution of the directors dated 31 May 2013.

PAGE 144


STATISTICS OF SHAREHOLDINGSAS AT 13 JUNE 2013

Authorized share capital : US$320,000.00 (comprising of 4,800,000,000 ordinary shares of 1/150 US cent each)

Total issued and paid-up capital : US$116,224.42

Total no. of issued and paid-up shares : 1,743,232,548

Treasury shares : 29,174,000 (approximately 1.70% of the total number of issued

shares excluding treasury shares.)

No. of issued shares excluding treasury shares : 1,714,058,548

Class of shares : Ordinary shares of 1/150 US cent each with equal voting rights

DISTRIBUTION OF SHAREHOLDINGS

Size of Shareholdings No. of Shareholders % No. of Shares %

1 – 999 40 0.58 12,397 0.00

1,000 – 10,000 4,311 62.28 26,069,395 1.52

10,001 – 1,000,000 2,522 36.43 162,066,344 9.46

1,000,001 and above 49 0.71 1,525,910,412 89.02

6,922 100.00 1,714,058,548 100.00

Shareholdings Held in Hands of Public

As at 13 June 2013, approximately 45.46% of the Company's ordinary shares are held in the hands of the public. Rule

723 of the Listing Manual of the Singapore Exchange Securities Trading Limited has accordingly been complied with.

TOP 20 SHAREHOLDERS

No. Name of Shareholder No. of Shares %*

1 DBS Vickers Securities (S) Pte Ltd 377,567,331 22.03

2 Raffles Nominees (Pte) Ltd 323,787,050 18.89

3 DBS Nominees Pte Ltd 199,451,997 11.64

4 HSBC (Singapore) Nominees Pte Ltd 151,700,228 8.85

5 DBS Services Pte Ltd 123,209,912 7.19

6 CIMB Securities (S) Pte Ltd 111,348,618 6.50

7 Citibank Nominees Singapore Pte Ltd 102,651,960 5.99

8 UOB Kay Hian Pte Ltd 14,230,372 0.83

9 DB Nominees (S) Pte Ltd 12,640,765 0.74

10 Amfraser Securities Pte. Ltd. 12,006,000 0.70

11 United Overseas Bank Nominees Pte Ltd 11,855,466 0.69

12 Tai Tak Securities Pte Ltd 9,266,000 0.54

13 Phillip Securities Pte Ltd 8,094,504 0.47

14 Merrill Lynch (S) Pte Ltd 6,931,162 0.40

15 Tai Tak Asia Properties Limited 5,769,231 0.34

16 Morgan Stanley Asia (S) Securities Pte Ltd 5,638,500 0.33

17 Maybank Kim Eng Securities Pte Ltd 4,893,000 0.29

18 Chua Kee Lock 4,600,000 0.27

19 Providence Investments Pte Ltd 4,366,600 0.25

20 Chatall Asset Management Limited 4,232,925 0.25

1,494,241,621 87.19

* The percentage of shareholdings was computed based on the issued shares of the Company as at 13 June 2013, excluding

29,174,000 ordinary shares held as treasury shares as at that date.

PAGE 145



SUBSTANTIAL SHAREHOLDERS (as shown in the register of Substantial Shareholders)

Direct Interest Deemed Interest

Name of Substantial Shareholders No. of Shares %* No. of Shares %*

1. Wellford Capital Limited 370,000,000 – – 21.59

2. Weigao Holding Company Limited(a) – – 370,000,000 21.59

3. Shandong Weigao Group Medical Polymer

Company Limited(b) – – 370,000,000 21.59

4. Weigao International Medical Company

Limited(c) – – 370,000,000 21.59

5. Autumn Eagle Limited 269,312,200 15.71 – –

6. Hony Capital Fund 2008 L.P.(d) – – 269,312,200 15.71

7. Hony Capital Fund 2008 GP L.P.(e) – – 269,312,200 15.71

8. Hony Capital Fund 2008 GP Limited(f) – – 269,312,200 15.71

9. Hony Capital Management Limited(g) – – 269,312,200 15.71

10. Right Lane Limited(h) – – 269,312,200 15.71

11. Legend Holdings Limited(i) – – 269,312,200 15.71

12. John Zhao(j) – – 269,312,200 15.71

13. Atlantis Capital Holdings Limited(k) – – 118,356,000 6.91

14. Atlantis Investment Management

(Hong Kong) Limited(l) – – 118,356,000 6.91

15. (1) FMR LLC; (2) FIL Limited; and

(3) Edward C. Johnson 3d(m) – – 86,452,000 5.04

16. Norges Bank 86,255,000 5.03 – –

Notes:(a) Weigao Holding Company Limited ("Weigao Holding") owns about 48.2% of Shandong Weigao Group Medical Polymer Company

Limited ("Shandong Weigao") which owns 100% of equity interest in Weigao International Medical Company Limited and Wellford

Capital Limited. Weigao Holding is therefore deemed interested in the 370,000,000 shares which in turn owns 100% of Wellford

Capital Limited.

(b) Shandong Weigao Group Medical Polymer Company Limited ("Shandong Weigao") owns 100% of Weigao International Medical

Company Limited ("Weigao International") which in turn owns 100% of Wellford Capital Limited. Shandong Weigao is therefore

deemed interested in 370,000,000 shares held by Wellford Capital Limited.

(c) Weigao International Medical Company Limited ("Weigao International") owns 100% of Wellford Capital Limited. Weigao

International is therefore deemed interested in the 370,000,000 shares held by Wellford Capital Limited.

(d) Hony Capital Fund 2008 L.P. owns 100% of Autumn Eagle Limited. Accordingly, Hony Capital Fund 2008 L.P. is deemed interested

in 269,312,200 shares (the “Shares”) held by Autumn Eagle Limited.

(e) Hony Capital Fund 2008 GP L.P. is the general partner of Hony Capital Fund 2008 L.P. which in turn owns 100% of Autumn Eagle

Limited. Accordingly, Hony Capital Fund 2008 L.P. is deemed interested in the Shares held by Autumn Eagle Limited.

(f) Hony Capital Fund 2008 GP Limited in the general partner of Hony Capital Fund 2008 GP L.P., which in turn is the general partner

of Hony Capital Fund 2008 L.P.. Hony Capital Fund 2008 L.P. owns 100% of Autumn Eagle Limited. Accordingly, Hony Capital

Fund 2008 GP Limited is deemed interested in the Shares held by Autumn Eagle Limited.

(g) Hony Capital Management Limited has a controlling interest in Hony Capital Fund 2008 GP Limited which in turn is the general

partner of Hony Capital Fund 2008 GP L.P.. Hony Capital Fund 2008 GP L.P. is the general partner of Hony Capital Fund 2008

L.P. which in turn owns 100% of Autumn Eagle Limited. Accordingly, Hony Capital Management Limited is deemed interested

in the Shares held by Autumn Eagle Limited.

PAGE 146



(h) Right Lane Limited has a shareholding interest in Hony Capital Management Limited which in turn has a controlling interest in

Hony Capital Fund 2008 GP Limited. Hony Capital Fund 2008 GP Limited is the general partner of Hony Capital Fund 2008 GP

L.P.. Hony Capital Fund 2008 GP L.P. is the general partner of Hony Capital Fund 2008 L.P. which in turn owns 100% of Autumn

Eagle Limited. Accordingly, Right Lane Limited is deemed interested in the Shares held by Autumn Eagle Limited.

(i) Legend Holdings Limited owns 100% of Right Lane Limited. Right Lane Limited has a shareholding interest in Hony Capital

Management Limited which in turn has a controlling interest in Hony Capital Fund 2008 GP Limited. Hony Capital Fund 2008

GP Limited is the general partner of Hony Capital Fund 2008 GP L.P.. Hony Capital Fund 2008 GP L.P. is the general partner of

Hony Capital Fund 2008 L.P. which in turn owns 100% of Autumn Eagle Limited. Accordingly, Legend Holdings Limited is deemed

interested in the Shares held by Autumn Eagle Limited.

(j) Mr. John Zhao is the Chief Executive Officer of Hony Capital. John Zhao has a shareholding interest in Hony Capital Management

Limited which in turn has a controlling interest in Hony Capital Fund 2008 GP Limited. Hony Capital Fund 2008 GP Limited is

the general partner of Hony Capital Fund 2008 GP L.P.. Hony Capital Fund 2008 GP L.P. is the general partner of Hony Capital

Fund 2008 L.P. which in turn owns 100% of Autumn Eagle Limited. Accordingly, John Zhao is deemed interested in the Shares

held by Autumn Eagle Limited.

(k) Atlantis Capital Holdings Limited is the controlling shareholder of Atlantis Investment Management (Hong Kong) Limited and,

by virtue of this, Atlantis Capital Holdings Limited is deemed interested in the 118,356,000 shares held by Atlantis Investment

Management (Hong Kong) Limited.

(l) Atlantis Investment Management (Hong Kong) Limited is deemed interested in the 118,356,000 shares held in discretionary

investment manager on behalf of its clients' accounts.

(m) FIL Limited ("FIL") is a privately-owned company incorporated under the laws of Bermuda. FMR LLC ("FMR") is a privately owned

limited liability company organized under the laws of the state of Delaware, in the United States of America. FIL and FMR have

certain directors in common and provide services to each other on an arms' length basis. Edward C Johnson 3rd is a shareholder

and controls a portion of the voting interests of FMR LLC.

* The percentage of shareholdings was computed based on the issued shares of the Company as at 13 June 2013, excluding

29,174,000 ordinary shares held as treasury shares as at that date.

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NOTICE IS HEREBY GIVEN that the 2013 Annual General Meeting (“AGM”) of Biosensors International Group, Ltd. (the

“Company”) will be held at Royal Pavilion Ballroom 1, Lobby Level, Regent Singapore, 1 Cuscaden Road, Singapore

249715 on Thursday, 25 July 2013 at 10:00 a.m. to transact the following business:

ORDINARY BUSINESS

1. To receive and adopt the Statement by Directors and the Audited Financial Statements of

the Company for the financial year ended 31 March 2013 together with the Independent

Auditors' Report thereon.

(Resolution 1)

2. To approve a final dividend of 2 US cents per ordinary share (tax not applicable) for the

financial year ended 31 March 2013.

(Resolution 2)

3. To re-elect the following Directors, retiring by rotation pursuant to Bye-law 104 of the Company's

Bye-laws and who, being eligible, has offered themselves for re-election:

(a) Mr. Vincent ONG

(Mr. Vincent Ong is a Non-Executive Independent Director. He will upon re-election as

Director of the Company, remain as the Chairman of the Compensation Committee

and a member of the Audit, Nominations and Board Risk Management Committees,

and will be considered as independent for the purpose of Rule 704(8) of the Listing

Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”).)

(Resolution 3)

(b) Mr. Adrian CHAN Pengee

(Mr. Adrian Chan Pengee is a Non-Executive Independent Director. He will upon re-

election as Director of the Company, remain as Lead Independent Director, Chairman

of the Nominations Committee and a member of the Compensation and Board Risk

Management Committees, and will be considered as independent for the purpose of

Rule 704(8) of the Listing Manual of the SGX-ST.)

(Resolution 4)

(c) Mr. Bing YUAN

(Mr. Bing Yuan is a Non-Executive Non-Independent Director. He will upon re-election

as Director of the Company, remain as a member of the Audit and Compensation

Committees, and will be considered as non-independent for the purpose of Rule 704(8)

of the Listing Manual of the SGX-ST.)

(Resolution 5)

4. To re-elect Ms. Phyllis CHAN Yuk Ying, who being appointed by the Board of Directors of the

Company after the last annual general meeting of the Company, is retiring pursuant to Bye-

law 107(B) of the Company's Bye-laws and being eligible, has offered herself for re-election.

(Resolution 6)

5. To approve the payment of Directors' fees of up to S$600,000 for the financial year ending 31

March 2014, to be paid quarterly in arrears (FY2013: S$445,000).

(See Note 2)

(Resolution 7)

6. To re-appoint Messrs Ernst & Young LLP as Auditors of the Company for the ensuing year and

to authorize the Directors to fix their remuneration.

(Resolution 8)

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7. To transact any other ordinary business which may properly be transacted at an AGM.

SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions, with or

without modifications:

8. General Share Issue Mandate (Resolution 9)

That pursuant to the Listing Manual of the SGX-ST, authority be and is hereby given to the

Directors of the Company (a) to issue shares (“Shares”) in the capital of the Company whether

by way of rights, bonus or otherwise, and (b) to 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 to such persons as the Directors may, in their absolute discretion, deem fit provided that:

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

Instruments made or granted pursuant to this Resolution) does not exceed fifty per

cent. (50%) of the total number of issued shares (excluding treasury shares) in the

capital of the Company (as calculated in accordance with sub-paragraph B below),

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

of Instruments made or granted pursuant to this Resolution) to be issued other than on

a pro rata basis to all shareholders of the Company shall not exceed twenty per cent.

(20%) of the total number of issued shares (excluding treasury shares) in the capital

of the Company (as calculated in accordance with sub-paragraph B below);

B. for the purpose of determining the aggregate number of Shares that may be issued

under sub-paragraph A above, the percentage of issued shares (excluding treasury

shares) in the capital of the Company shall be based on the total number of issued

shares (excluding treasury shares) of the Company as at the date of the passing of

this Resolution, after adjusting for:

(i) new shares arising from the conversion or exercise of any convertible securities

or Share options or vesting of Share awards which are outstanding or subsisting

at the time this Resolution is passed;

(ii) and any subsequent consolidation or subdivision of Shares; and

C. unless revoked or varied by the Company in general meeting, the authority conferred by

this Resolution shall, continue in force until the conclusion of the Company’s next AGM

or the date by which the next AGM of the Company is required to be held, whichever is

earlier, provided that such authority shall continue (notwithstanding that the authority

conferred by this Resolution may have ceased to be in force) in relation to the issue

of Shares in pursuance of any Instrument made or granted by the Directors while this

Resolution was in force.

(See Note 3)

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9. The Proposed Renewal Of The Share Buy Back Mandate (Resolution 10)

That:

A. the Directors of the Company be and are hereby authorized to exercise all the powers

of the Company to purchase or otherwise acquire fully paid-up ordinary shares in

the issued share capital of the Company (“Shares”) not exceeding in aggregate the

Maximum Limit (as hereinafter defined), at such price(s) as may be determined by the

Directors of the Company from time to time up to the Maximum Price (as hereinafter

defined), whether by way of:

(i) on-market purchase(s) (each a “Market Purchase”) on the SGX-ST; and/or

(ii) off-market purchase(s) (each an “Off-Market Purchase”) effected otherwise

than on the SGX-ST in accordance with any equal access scheme(s) as may

be determined or formulated by the Directors of the Company as they consider

fit, which scheme(s) shall satisfy all the conditions for the time being prescribed

by the Listing Manual of the SGX-ST,

and otherwise in accordance with all other laws and regulations, including but not

limited to, the Companies Act 1981 of Bermuda, the Listing Manual of the SGX-ST, the

memorandum of association and bye-laws of the Company, as may for the time being

be applicable (the “Share Buy Back Mandate”);

B. unless revoked or varied by the Company in general meeting, the authority conferred

on the Directors of the Company pursuant to the Share Buy Back Mandate may

be exercised by the Directors at any time and from time to time during the period

commencing from the passing of this Resolution and expiring on the earliest of:

(i) the conclusion of the next annual general meeting of the Company or the date

by which such annual general meeting is required to be held;

(ii) the date on which the share buy-backs are carried out to the full extent

mandated; or

(iii) the date on which the authority contained in the Share Buy Back Mandate is

varied or revoked by ordinary resolution of the Company in general meeting;

PAGE 150



C. for purposes of this Resolution:

“Maximum Limit” means ten per cent. (10%) of the total issued ordinary shares of the

Company as at the date of the passing of this Resolution, unless the Company has, at

any time during the Relevant Period (as hereinafter defined), effected a reduction of the

share capital of the Company (other than a reduction by virtue of a share buy-back)

in accordance with the applicable provisions of the Companies Act 1981 of Bermuda

and the bye-laws of the Company, in which event the total number of issued ordinary

shares of the Company shall be taken to be the total number of the issued ordinary

shares of the Company as altered by such capital reduction. For this purpose, the

total number of ordinary shares shall exclude any ordinary shares that may be held as

treasury shares by the Company from time to time;

“Relevant Period” means the period commencing from the date of the passing of this

Resolution and expiring on the date the next annual general meeting of the Company

is held or is required to be held, or the date the said mandate is revoked or varied by

the Company in general meeting, whichever is the earliest;

“Maximum Price”, in relation to a Share to be purchased or acquired, means the

purchase price (excluding brokerage, stamp duties, commission, applicable goods

and services tax and other related expenses) which shall not exceed:

(i) in the case of a Market Purchase, five per cent. (5%) above the average of the

closing market prices of the Shares over the last five (5) Market Days on which

transactions in the Shares were recorded before the day on which the Market

Purchase was made by the Company and deemed to be adjusted for any

corporate action that occurs after the relevant five (5)-day period; and

(ii) in the case of an Off-Market Purchase, twenty per cent. (20%) above the average

of the closing market prices of the Shares over the last five (5) Market Days on

which transactions in the Shares were recorded before the day on which the

Company makes an announcement of an offer under the Off-Market Purchase

scheme and deemed to be adjusted for any corporate action that occurs after

the relevant five (5)-day period; and

“Market Day” means a day on which the SGX-ST is open for trading in securities;

D. the Directors of the Company and/or any of them be and are hereby authorised to deal

with the Shares purchased by the Company, pursuant to the Share Buy Back Mandate

in any manner as they think fit and subject to the Companies Act 1981 of Bermuda;

and

PAGE 151



E. the Directors of the Company and/or any of them be and are hereby authorised to

complete and do all such acts and things (including without limitation, to execute all

such documents as may be required and to approve any amendments, alterations or

modifications to any documents), as they and/or he may consider desirable, expedient

or necessary to give effect to the transactions contemplated by this Resolution.

(See Note 4)

By Order of the Board

Ronald H. Ede

Company Secretary

Singapore, 9 July 2013

Notes:

1. (a) A Shareholder (other than CDP) entitled to attend and vote at the AGM and who holds two or more

Shares is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need

not be a member of the Company.

(b) If a Shareholder, who is not a Depositor, is unable to attend the AGM and wishes to appoint person(s)

other than himself to attend and vote at the AGM in his stead, then he should complete and sign the

relevant Shareholder Proxy Form and deposit the duly completed Shareholder Proxy Form at the office

of the Company's Singapore Share Transfer Agent, M&C Services Private Limited at 112 Robinson Road,

#05-01, Singapore 068902, not less than 48 hours before the time appointed for the AGM.

(c) A Depositor whose name is shown in the Depository Register of The Central Depository (Pte) Limited

("CDP") as at a time not earlier than 48 hours prior to the time of the AGM who/which is (i) an individual

but is unable to attend the AGM personally and wishes to appoint a nominee to attend and vote on his

behalf as CDP's proxy; or (ii) a corporation, must complete, sign and return the Depositor Proxy Form

and deposit the duly completed Depositor Proxy Form at the office of the Company's Singapore Share

Transfer Agent, M&C Services Private Limited at 112 Robinson Road, #05-01, Singapore 068902, not less

than 48 hours before the time appointed for the AGM.

(d) If a Shareholder who has Shares entered against his name in the Depository Register and Shares

registered in his name in the Register of Members of the Company is unable to attend the AGM and

wishes to appoint a proxy, he should use the Depositor Proxy Form and the Shareholder Proxy Form for,

respectively, the Shares entered against his name in the Depository Register and the Shares registered

in his name in the Register of Members of the Company.

(e) A Depositor who is an individual and whose name is shown in the Depository Register as at a time not

earlier than 48 hours prior to the time of the AGM and who wishes to attend the AGM in person need

not take any further action and can attend and vote at the AGM as CDP's proxy without the lodgment

of any proxy form.

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2. Resolution 7, if passed, will allow the Company to pay fees to non-executive Directors in a timely manner. The

fee estimate has catered for an increase in the number of meetings and the number of Directors in the course

of the financial year ending 31 March 2014.

3. Resolution 9, if passed, will empower the Directors to issue Shares in the Company, subject to the limits contained

in the Resolution. If granted, this authority will expire on conclusion of the next AGM of the Company or the

date by which such AGM is required to be held, whichever is earlier, unless previously revoked or varied at a

general meeting. However, notwithstanding that the authority conferred by this Resolution may have expired,

such general authority shall continue in relation to the issue of Shares pursuant to any Instrument made or

granted by the Directors while this Resolution was in force.

4. Resolution 10, if passed, renews the Share Buy Back Mandate and will authorize the Directors, from time to

time, to purchase issued ordinary shares of the Company, subject to and in accordance with the Companies

Act 1981 of Bermuda, the Listing Manual of the SGX-ST, and such other laws and regulations as may for the

time being be applicable. Information relating to the Share Buy Back Mandate is set out in the Appendix to

the Notice of Annual General Meeting attached to the Annual Report.

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TAKING STEPS, MOVING FORWARD

ANNUAL REPORT 2012/13

BIOSENSORS INTERNATIONAL GROUP, LTD.

C/O BLOCK 10, KAKI BUKIT AVENUE 1

#06-01/04

SINGAPORE 417942

WWW.BIOSENSORS.COM

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TAKING STEPS, MOVING FORWARD