Asian

American In collaboration with UPMC

MEDICAL GROUP

20 October 2017

The Manager

Companies Announcement Office Australian Securities Exchange Electronic Lodgment

Dear Sir/Madam,

ASX RELEASE - CONDITIONAL SUBSCRI PTION OF 95.1% INTEREST IN HIPPOCRATES DEVELOPMENT

SON. BHD.

The Board of Directors ("the Board") of Asian American Medical Group Limited ("AAMG" or "the Company") is pleased to announce that its wholly-owned subsidiary Million Health Ventures Pte. Ltd. ("MHV") has entered into an agreement to subscribe for 19,408,163 new shares in Hippocrates Development Sdn. Bhd. ("HDSB"), an investment holding company incorporated in Malaysia, representing 95.1% of HDSB's enlarged share capital ("Subscription Agreement").

Background

HDSB currently owns a 5-acre parcel of land in lskandar Puteri, in the Southern Malaysian state of Johar ("Land"). Prior to the completion of the Subscription Agreement, HDSB was wholly owned by Dato' Dr Tan Kai Chah ("Dr Tan"), the Executive Chairman and single largest shareholder of AAMG and a related party of the Company. HDSB intends to develop this Land into an integrated cancer centre ("Johar Project").

The Transaction and Condition Precedent

MHV's subscription for 19,408, 163 Ordinary Shares of HDSB at an issue price of RMl.00 each will be satisfied by payment of RM5,606,963 in cash and the remaining RM13,801,200 by the issuance of 40,000,000 new AAMG shares at AUD0.105 each to His Majesty, the Sultan of Johar, Sultan Ibrahim Ismail ibni Almarhum Sultan lskandar AI-Haj ("Land Vendor") in part satisfaction of amounts due to the Land Vendor by HDSB. Dr Tan will also subscribe for an additional 500,000 Ordinary Shares of HDSB at an issue price of RM0.001.

Completion of the Subscription is subject to the following condition precedents, including by way of summary:

  • the issuance of the Subscription Shares and the obligation of MHV to subscribe for the Subscription Shares not being prohibited or impeded by any statute, order, rule, directive or regulation promulgated by any Relevant Authorities on or before Completion;

  • the approval of MHV's shareholders at a general meeting for the acquisition of the Subscription shares; and

  • to the extent required, the approval of AAMG's shareholders at a general_ meeting for the Subscription including the issuance of AAMG shares as part payment of the Subscription price.

The cash component of the Subscription of RM5,606,963 will be financed by AAMG's internal funds. As for the financing required to develop the cancer centre, AAMG is currently exploring various options which include partnering with property developers, development financing and capital raising options.

Asian American Medical Group Limited www.aamg.co

6A Napier Road, Gleneagles Hospital T (65) 6476 2088

Annexe Block #02-36A/36B/37 F (65) 6476 3088

Singapore 258500 E enquiry@aamg.co

ABN No: 42 091 559 125

American In collaborat ion w ith UPMC

MEDICAL GROUP

Purpose of the Subscription Agreement

AAMG's investment in HDSB is in line with AAMG's growth strategies to expand and diversify its existing business into healthcare real estate and enhance its existing radiation and oncology segment, which will eventually create significant value to AAMG's shareholders and potentially boost the Group's future prospects.

This development in Malaysia has the potential of not only meeting the under-served demand for cancer treatment in southern peninsular Malaysia but also attracting domestic and international medical tourists from the Asian region and Middle East. AAMG has identified Malaysia as one of the fastest-growing medical destinations in the region with more than one million medical travelers expected in 2017 generating an estimated revenue of RMl.3 billion.

Shareholder approval

Listing Rule 10.1requires a listed company to obtain shareholder approval prior to the acquisition of a substantial asset from a related party or an associate of a related party. Dr Tan is deemed to be a related party of the Company, as he is both a Director and significant shareholder of the Company. AAMG will seek approval from shareholders to approve the proposed acquisition under the Subscription Agreement at its upcoming Annual General Meeting ("AGM") scheduled to be held on 8 December 2017.

Listing Rule 10.10 of the ASX Listing Rules sets out a number of matters which must be included in a Notice of Meeting ("NOM") for a proposed approval under Listing Rule 10.1. The NOM will include important information to the Subscription and will be accompanied by an independent expert report. Dr Tan will abstain from voting on this resolution.

In addition, the Company will also seek shareholder approval under Listing Rule 10.11,as part of the transactions contemplated under the Subscription Agreement, for the Company will issue Shares to the Land Vendor (as part consideration of the purchase of the Land). While the Land Vendor is not a related party of Dato' Dr Kai Chah Tan nor of the Company, given that the Company will issue Shares to the Land Vendor (as a third party) as part of a transaction with related parties (HD Company or Dr Tan), the Company considers shareholder approval may be required under Listing Rule 10.11

Indicative timetable for implementing the Subscription Agreement

An indicative timetable for implementing the Subscription Agreement as follows:

Event

Date

Company enters into the Subscription

Agreement

20 October 2017

Notice of AGM issued to Shareholders

8 November 2017

Date of AGM

8 December 2017

Completion of Subscription Agreement

within 7 days from shareholder approval or prior

to the Cut Off Date (31Jan 2018J

Note: this is subject to change.

On behalf of the Board DARIO NAZZARI

Company Secretary

American In collaborat ion w ith UPMC

MEDICAL GROUP

About Asian American Medical Group

Asian American Medical Group ("AAMG") is based in Singapore and has been listed on the Australian Securities Exchange since September 2009. The Group's operations include the Asian American Liver Centre Pte Ltd ("AALC"), established in 1994 in Singapore, and Asian American Radiation Oncology Pte Ltd ("AARO").

The Group entered into a strategic collaboration in October 2012 with the US-based US$13-billion integrated global health enterprise University of Pittsburgh Medical Center. UPMC, ranked No. 12 on the U.S. News & World Report Honor Roll of American's Best Hospitals, is affiliated with the University of Pittsburgh Schools of the Health Sciences and are pioneers in the field of transplantation. This collaboration has enhanced AAMG's clinical capabilities through shared protocols, rigorous quality standards and technology and also created a platform for AAMG to expand into other countries in Asia such as Malaysia and Myanmar.

AALC, one of Asia's foremost liver centres, is led by renowned hepatobiliary expert and liver transplant surgeon, Dato' Dr. Tan Kai Chah (Dr. KC Tan), who helped start the Liver Transplant Programme at the King's College Hospital London, United Kingdom, and pioneered the highly successful Living Donor Liver Transplantation (LDLT) Programme in Singapore. In 2014, AALC began conducting surgical procedures at the IHEAL Medical Centre located in Kuala Lumpur, Malaysia.

AARO, established in March 2015, offers radiation oncology clinical, consultancy and management services and is led by Dr Daniel Tan Vat Harn. Based in Singapore, AARO will drive expansion into the growing radiotherapy and oncology segment in the overseas market, at a time where there is a shortage of modern radiotherapy treatment centres.

For further information, please visit: w w w.aa mg.co Media contact:

WeRl Consultants Pte Ltd 3 Phillip Street, #12-01 Royal Group Building Singapore 048693

Mr. Roshan Singh, roshans ingh@w e rl.net Mr. Lai Kwok Kin; la ikkin@w e rl.net

Tel: +65 6737 4844

Asian American Medical Group Limited published this content on 23 October 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 23 October 2017 01:46:01 UTC.

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