AFC Group Holdings Limited logo

CORRECTION TO PRELIMINARY ANNOUNCEMENT OF RESULTS

Half Year Results27 December 2017AFCFinancials

AFC GROUP HOLDINGS LIMITED
(Listed on the NZAX: AFC)

1/245 Ti Rakau Drive

Burswood

Auckland

Ph: +64 (09) 930-0245


AFC GROUP HOLDINGS LIMITED (“AFC” or “the Company”)


CORRECTION TO PRELIMINARY ANNOUNCEMENT OF RESULTS FOR THE

HALF YEAR ENDED 30 SEPTEMBER 2017


AFC announces that it has corrected the following information in its Preliminary

Announcement of Results for the half year ended 30 September 2017 released on the 14

December 2017 (the “Preliminary Results”).


1. Sales Revenue

The sales revenue in the Preliminary Results was shown as NZ$4.99 million, whereas

the updated figure was NZ$4.89 million.


2. Profit (loss) from ordinary activities after tax attributable to security holder/

Profit (loss) attributable to security holders

The loss in the Preliminary Results was shown as NZ$239 thousand, whereas the

updated figure was NZ$234 thousand.


3. Net tangible assets $000

The Net tangible assets in the Preliminary Results was shown as NZ$4,858 thousand,

whereas the updated figure was NZ$4,935 thousand.


For full details, please refer to the Updated Half Year Preliminary Announcement and the

Interim Condensed Consolidated Financial Statements for The Six Month Period Ended 30

September 2017.


On behalf of the Board of Directors



Hao Long

Director

27 December 2017


For Further Information

Please contact Mr Howard Long

howard.long@afcnz.com

+64- 21- 244-8000

---

HALF YEAR PRELIMINARY ANNOUNCEMENTS 
 

 

AFC GroupHoldings Limited

Results for announcement to the market 

Reporting Period  

 

6 months to 30 September 2017 

Previous Reporting Period  

 

6 months to 30 September 2016 

 

 

 

Amount (000s)

 

Percentage change since 30 

September 2016 

 

Revenue from ordinary 

activities  

 

$4,890 (24.45%) 

Profit (loss) from ordinary 

activities after tax attributable 

to security holder  

 

($249) (54.64%) 

Net profit (loss) attributable 

to security holders  

 

($249) (54.64%) 

 

 

Interim /Final Dividend 

 

Amount per security 

 

Imputed amount per security 

 

The Board has not declared or 

proposed to pay any dividends 

for the period ended 30 

September 2017.  

 

Not applicable  

 

Record Date  

 

Not Applicable 

 

Dividend Payment Date 

 

Not Applicable 

 

 

 

Comments  

 

AFC Group Holdings Limited (NZAX: AFC) is listed on The New Zealand 

Alternative Stock Exchange (NZX).  It also has 31‐12‐17 warrants listed 

as AFCWA.  The company is headquartered in Auckland, it is a 

diversified group specializing in food research and development, 

manufacturing, marketing and cross‐border trade. It has

 a sales 

network throughout New Zealand, Australia and China. AFC is one 

of the few New Zealand listed companies that offers high‐quality 

products to Chinese customers through cross‐border e‐commerce 

business. AFC has a strong policy of integration of all subsidiary 

companies which creates significant business advantage. AFC 

brand is 

developing strongly and it is increasing its profile as a listed company 

in New Zealand.

 

 
 

 

HALF YEAR PRELIMINARY ANNOUNCEMENTS 

 

 

 

A. Information disclosed in Interim Financial Statements 

 

There is certain information required to be disclosed under NZAX Listing rules in the preliminary 

Results Announcement. The specific information set out below is provided in the financial 

statements attached (NZAX Listing Rules Appendix 2.3).  

 

2.3(a) ‐ Statement of Financial PerformancePlease refer to unaudited financial statement 

(attached). 

2.3(b) ‐ Statement of Financial PositionPlease refer to unaudited financial statement

(attached). 

2.3(c) ‐ Statement of Cashflows Please refer tounaudited financial statement 

(attached). 

2.3 (d) ‐ Details of dividends No dividends were declared or paid during the 

period ended 30 September 2017. 

2.3 (e) ‐ Details of dividend/ distribution 

reinvestment plans 

There are no dividend reinvestment plans in 

operation. 

2.3(f) ‐ Statement of movements in equityPlease refer tounaudited financial statement 

(attached). 

2.3(g) ‐ Control of entities lost/gainedAFC Group has not gained or lost control over 

any entities during the period. 

2.3(h) ‐ Details of associates and JVsThere are no associates or joint ventures 

 

B. Net Tangible Assets per Security (NZAX Listing Rules Appendix 1: 2.3 (f)) 

 

 30 September 2017 30 September 2016 

Net tangible assets $000 4,935 $4,678 

Number of ordinary 

securities 

3,664,253,194 3,664,216,112 

Net tangible asset backing 

per ordinary security $ 

0.13 0.13 

 

Net tangible assets included above is the value of the total assets of the Group less intangible assets, 

goodwill, deferred tax and less total liabilities.   

 

 

 

 

 

 

 

 
 

 

HALF YEAR PRELIMINARY ANNOUNCEMENTS 

 

Directors Review 

Half Year Preliminary Announcement of AFC Group Holdings Limited 

 

The interim financial statements of AFC Group Holdings Limited (“AFC Group”) for the period ended 30 

September 2017 will not be audited.   

The net assets of AFC Group were NZ$4.94 million, with a 10% decrease from the half year as at 30

 

September 2016. Cash and cash equivalent products was NZ$0.36 million, and property, plant and equipment 

were $1.96 million.  

The sales revenue for the period to 30 September 2017 was NZ$4.89 million.  AFC Group experienced a net 

loss of NZ$249 thousand for the period, which is NZ$300 thousand less than the 

loss incurred in the period 

ended 30 September 2016.  

The Group operates in a number of business segments in New Zealand.  These are: 

International Marketing 

This includes AFC International Trading Group Limited, who source packaged food products, cosmetics and 

health products and National Dairy Group Limited, who source food products for

 distribution to China. The 

half year sales of AFC International Trading Group Limited, an AFC Group subsidiary, were more than NZ$4 

million. The company is actively changing the current low margin trade, by adjusting its product mix and 

increasing sales of “DD Mask”. The company is expecting a decrease in 

turnover but an increase in margin.   

 

Vineyard and Winery  

 The half year wine sales of AFC Longview Ltd were more than NZ$300 thousand. 

 

Manufacturing 

AFC Biotechnology Manufacture Co Ltd has started manufacturing its product “DD Mask” from the beginning 

of 2018 financial year, resulting in half year sales of more 

than NZ$910 thousand.   

 

Corporate 

The operations of this segment include providing accounting, management and administration services to 

other segments of the Group.  

 

 

Hao Long  

Director  

AFC Group Holdings Limited 

 

 

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

Unaudited Unaudited

6 Months6 Months

September 2017

September 2016

$ $

Operating Revenue4,890,074 6,472,329

Cost of Sales(4,030,331)(5,885,910)

Gross profit859,743 586,419

Other Income35,712 22,575

Expenses

Selling and Distribution Expenses(136,906)(38,068)

Administration Expenses(1,002,375)(1,093,874)

(243,826)(522,948)

Finance Income

579 1,507

Finance Expense

(6,160)(28,429)

(5,581)(26,922)

Profit / (Loss) before income tax(249,407)(549,870)

Income tax benefit--

Net profit / (loss) for the period(249,407)(549,870)

Other comprehensive income

- -

Total comprehensive income / (loss) for the period(249,407)(549,870)

Equity holders of the parent(230,027)(486,144)

Non-controlling interest(19,380)(63,726)

(249,407)(549,870)

Profit / (loss) per share:

Basic earnings per share (cents per share)

(0.00007)(0.00002)

Diluted earnings per share (cents per share)

(0.00007)(0.00002)

Operating profit / (loss)

Profit/(loss) and Total Comprehensive Income/(Loss)

Attributable to:

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

Issued

Share

Capital

Accumulated

Loss

Equity

Holders

Non-

Controlling

Interests

Total

$ $ $ $ $

Balance as at 1 April 201625,540,835 (23,810,181) 1,730,654 1,151,151 2,881,805

.

Comprehensive income

Net profit for the financial period- (486,144) (486,144) (63,726) (549,870)

Other comprehensive income- - - - -

Total comprehensive income

- (486,144) (486,144) (63,726) (549,870)

Transactions with owners

Ordinary Shares Issued- - - - -

Exercise of Warrants3,160,346 - 3,160,346 - 3,160,346

Share Issue Costs (21,728) - (21,728) - (21,728)

Treasury Shares- - - - -

Total transactions with owners

3,138,618 - 3,138,618 - 3,138,618

Balance as at 30 September 2016 (unaudited)28,679,453 (24,296,325) 4,383,128 1,087,425 5,470,553

Balance as at 1 April 201625,540,835 (23,810,181) 1,730,654 1,151,151 2,881,805

Comprehensive income

Net profit for the financial year- (896,704) (896,704) (427,080) (1,323,784)

Other comprehensive income- - - - -

Total comprehensive income

- (896,704) (896,704) (427,080) (1,323,784)

Transactions with owners

Ordinary Shares Issued- - - 290,000 290,000

Exercise of Warrants 3,160,396 - 3,160,396 - 3,160,396

Share Issue Costs (21,728) - (21,728) - (21,728)

Total transactions with owners

3,138,668 - 3,138,668 290,000 3,428,668

Balance as at 31 March 2017 (audited)28,679,503 (24,706,885) 3,972,618 1,014,071 4,986,689

Comprehensive income

Net loss for the period- (230,027) (230,027) (19,380) (249,407)

Other comprehensive income- - - - -

Total comprehensive income/(loss)

- (230,027) (230,027) (19,380) (249,407)

Transactions with owners

Ordinary shares issued - - - 200,000 200,000

Exercise of Warrants - - - - -

Share Issue Costs - - - - -

Total transactions with owners

- - - 200,000 200,000

Balance as at 30 September 2017 (unaudited)28,679,503 (24,936,912) 3,742,591 1,194,691 4,937,282

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2017

Unaudited Audited

At 30 SeptemberAt 31 March

20172017

$ $

SHAREHOLDERS EQUITY

Issued share capital28,679,503 28,679,503

Accumulated losses(24,936,912)(24,706,885)

3,742,591 3,972,618

Non-controlling Interest1,194,691 1,014,071

Total shareholders funds 4,937,282 4,986,689

Represented by:

CURRENT ASSETS

Cash and cash equivalents360,029 777,841

Trade and other receivables432,353 744,119

Inventories1,410,159 1,429,472

Related party receivables1,474,620 1,017,353

Prepayments and other current assets319,660 574,865

Total current assets3,996,821 4,543,650

NON-CURRENT ASSETS

Property, plant and equipment

1,957,150 1,991,244

Biological assets

- -

Intangible assets and goodwill

2,376 169,157

Deferred tax assets

- -

Total non-current assets1,959,526 2,160,401

Total assets5,956,347 6,704,051

CURRENT LIABILITIES

Trade and other payables 397,302 1,306,751

Related party payables621,763 410,611

Total current liabilities1,019,065 1,717,362

NON-CURRENT LIABILITIES

Related party payables- -

Total non-current liabilities- -

Total liabilities1,019,065 1,717,362

Net assets 4,937,282 4,986,689

Total Equity attributable to shareholders of

the company

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

Unaudited Unaudited

6 Months6 Months

September 2017 September 2016

NZ$ NZ$

Cash flows from operating activities

Cash was received from:

Receipts from customers 6,119,602 6,526,803

Interest received579 1,507

Other receipts32,717 5,970

Cash was applied to:

Payments to suppliers and employees(6,164,808)(6,041,772)

Interest paid(6,160)(48)

Net cash outflow from operating activities(18,070)492,460

Cash flows from investing activities

Cash was applied to:

Purchase of property, plant and equipment(24,962)(116,547)

(1,500)-

Net cash outflow from investing activities(26,462)(116,547)

Cash flows from financing activities

Cash was received from:

Proceeds from exercise of warrants- 3,160,346

Proceeds from Non-controlling interests for unpaid share capital200,000 -

Proceeds from Related party payables898,754 -

Cash was applied to:

Payments to related parties(1,475,029)(2,822,274)

Payment of share issue costs

- (21,728)

Net cash inflow from financing activities(376,275)316,344

(420,807)692,257

Foreign currency translation adjustment

2,995 -

Cash and cash equivalents at the beginning of the period

777,841 688,988

Cash and cash equivalents at the end of the period

360,029 1,381,245

Net increase in cash and cash equivalents

Purchase of intangible assets

---

AFC GROUP HOLDINGS LIMITED
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED REPORT CONTENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

Page

Directors' Profiles

2

Directors' Report

3

Financial Statements

Interim Consolidated Statement of Comprehensive Income 4

Interim Consolidated Statement of Changes in Equity 5

Interim Consolidated Statement of Financial Position 6

Interim Consolidated Statement of Cash Flows7

Notes to the Interim Consolidated Financial Statements 8 - 21

Corporate Information22


Interim Report September 2017

Page 1

AFC GROUP HOLDINGS LIMITED
HAO LONG

Mr. Hao (Howard) Long is a Chinese National

and a New Zealand Permanent Resident. He

moved to New Zealand in 2002 and graduated

from Massey University with a double major in

Accounting and Marketing. He is a Chartered

Accountant (CA) and a member of Chartered

Accountants Australia and New Zealand. He has

over 10 years professional accounting

experience, including working for a Big 4

accounting firm plus experience in the

commercial sectors in China and New Zealand.

Mr. Long joined AFC in 2015 and is also the

chairman of the AFC Audit Committee and the

CEO of AFC Longview Limited.

DIRECTORS' PROFILES

Yang Xia is a Chinese National with more than

30 years of experience in commerce and

finance. Prior to starting his own business, he

held management and leadership roles in the

Chinese Government’s finance department and

in major nationally owned Chinese companies.

He is a former director general of the Anhui

Chaohu Foreign Trade and Economic Relations

Commission. He currently holds directorships in

various Chinese companies spanning a range of

industries.

In 2007 Mr Xia formed his own investment

company, Guangdong Yinruy Investment &

Management Company. While a majority of his

investments are in China, he has also invested in

a chemical company in Thailand. Mr Xia is

currently in the process of expanding his

investment activities into Australia and New

Zealand having founded NZ Silveray Group

Limited in February 2014.

YANG XIA BO XIAN CAO

Mr. Bo Xian (Charles) Cao is a Chinese National

and a New Zealand Citizen. He moved to New

Zealand in 1994 and he has over 22 years

business experience in China and New Zealand.

He has held various executive positions in export

related sectors specifically primary industries

(including Hydroponics) and Skin Care

industries. Mr. Cao has developed skills in

trading between New Zealand and Asian

countries specialising in Hong Kong and China.

Mr. Cao joined AFC in 2016.

Interim Report September 2017

Page 2

AFC GROUP HOLDINGS LIMITED
Yang Xia

Chairman of the Board of Directors

DIRECTORS' REPORT

The interim financial statements of AFC Group Holdings Limited (“AFC Group”) for the period ended 30

September 2017 have not been audited.

The net assets of AFC Group were NZ$4.94 million, with a 10% decrease from the half year position as at 30

September 2016. Cash and cash equivalent products was NZ$0.36 million, and property, plant and equipment

were $1.96 million.

The revenue for the period to 30 September 2017 was NZ$4.89 million. AFC Group experienced a net loss of

NZ$249 thousand for the period, which is NZ$300 thousand less than the loss incurred in the period ended 30

September 2016.

The Group operates in a number of business segments in New Zealand. These are:

International Marketing

This includes AFC International Trading Group Limited, who source packaged food products, cosmetics and

health products and National Dairy Group Limited, who source food products for distribution to China. The half

year sales of AFC International Trading Group Limited, an AFC Group subsidiary, were more than NZ$4 million.

The company is actively changing the current low margin trade, by adjusting its product mix and increasing

sales of “DD Mask”. The company is expecting a decrease in turnover but an increase in margin.

Vineyard and Winery

The half year wine sales of AFC Longview Ltd were more than NZ$300 thousand.

Manufacturing

AFC Biotechnology Manufacture Co Ltd has started manufacturing its product “DD Mask” from the beginning of

2018 financial year, resulting in half year sales of more than NZ$910 thousand.

Corporate

The operations of this segment include providing accounting, management and administration services to other

segments of the Group.

Interim Report September 2017

Page 3

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

Unaudited Unaudited

6 Months6 Months

Note

September 2017

September 2016

$ $

Operating Revenue4,890,074 6,472,329

Cost of Sales(4,030,331)(5,885,910)

Gross profit859,743 586,419

Other Income35,712 22,575

Expenses

Selling and Distribution Expenses(136,906)(38,068)

Administration Expenses(1,002,375)(1,093,874)

(243,826)(522,948)

Finance Income

579 1,507

Finance Expense

(6,160)(28,429)

(5,581)(26,922)

Profit / (Loss) before income tax(249,407)(549,870)

Income tax benefit--

Net profit / (loss) for the period(249,407)(549,870)

Other comprehensive income

- -

Total comprehensive income / (loss) for the period(249,407)(549,870)

Equity holders of the parent(230,027)(486,144)

Non-controlling interest(19,380)(63,726)

(249,407)(549,870)

Profit / (loss) per share:

Basic earnings per share (cents per share)

(0.00007)(0.00002)

Diluted earnings per share (cents per share)

(0.00007)(0.00002)

Operating profit / (loss)

Profit/(loss) and Total Comprehensive Income/(Loss)

Attributable to:

The interim financial statements are to be read in conjunction with the notes to the financial statements set out on pages 8 to 21.

Interim Report September 2017

Page 4

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

Notes

Issued

Share

Capital

Accumulated

Loss

Equity

Holders

Non-

Controlling

Interests

Total

$ $ $ $ $

Balance as at 1 April 201625,540,835 (23,810,181) 1,730,654 1,151,151 2,881,805

.

Comprehensive income

Net profit for the financial period- (486,144) (486,144) (63,726) (549,870)

Other comprehensive income- - - - -

Total comprehensive income

- (486,144) (486,144) (63,726) (549,870)

Transactions with owners

Ordinary Shares Issued- - - - -

Exercise of Warrants

3

3,160,346 - 3,160,346 - 3,160,346

Share Issue Costs

3

(21,728) - (21,728) - (21,728)

Treasury Shares- - - - -

Total transactions with owners

3,138,618 - 3,138,618 - 3,138,618

Balance as at 30 September 2016 (unaudited)28,679,453 (24,296,325) 4,383,128 1,087,425 5,470,553

Balance as at 1 April 201625,540,835 (23,810,181) 1,730,654 1,151,151 2,881,805

Comprehensive income

Net profit for the financial year- (896,704) (896,704) (427,080) (1,323,784)

Other comprehensive income- - - - -

Total comprehensive income

- (896,704) (896,704) (427,080) (1,323,784)

Transactions with owners

Ordinary Shares Issued- - - 290,000 290,000

Exercise of Warrants

3

3,160,396 - 3,160,396 - 3,160,396

Share Issue Costs

3

(21,728) - (21,728) - (21,728)

Total transactions with owners

3,138,668 - 3,138,668 290,000 3,428,668

Balance as at 31 March 2017 (audited)28,679,503 (24,706,885) 3,972,618 1,014,071 4,986,689

Comprehensive income

Net loss for the period- (230,027) (230,027) (19,380) (249,407)

Other comprehensive income- - - - -

Total comprehensive income/(loss)

- (230,027) (230,027) (19,380) (249,407)

Transactions with owners

Ordinary shares issued

3

- - - 200,000 200,000

Exercise of Warrants - - - - -

Share Issue Costs - - - - -

Total transactions with owners

- - - 200,000 200,000

Balance as at 30 September 2017 (unaudited)28,679,503 (24,936,912) 3,742,591 1,194,691 4,937,282

The interim financial statements are to be read in conjunction with the notes to the financial statements set out on pages 8 to 21.

Interim Report September 2017

Page 5

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2017

Unaudited Audited

At 30 SeptemberAt 31 March

20172017

Note

$ $

SHAREHOLDERS EQUITY

Issued share capital328,679,503 28,679,503

Accumulated losses(24,936,912)(24,706,885)

3,742,591 3,972,618

Non-controlling Interest1,194,691 1,014,071

Total shareholders funds 4,937,282 4,986,689

Represented by:

CURRENT ASSETS

Cash and cash equivalents4360,029 777,841

Trade and other receivables432,353 744,119

Inventories51,410,159 1,429,472

Related party receivables

101,474,620 1,017,353

Prepayments and other current assets319,660 574,865

Total current assets3,996,821 4,543,650

NON-CURRENT ASSETS

Property, plant and equipment

71,957,150 1,991,244

Biological assets

- -

Intangible assets and goodwill

82,376 169,157

Deferred tax assets

2- -

Total non-current assets1,959,526 2,160,401

Total assets5,956,347 6,704,051

CURRENT LIABILITIES

Trade and other payables 397,302 1,306,751

Related party payables10621,763 410,611

Total current liabilities1,019,065 1,717,362

NON-CURRENT LIABILITIES

Related party payables- -

Total non-current liabilities- -

Total liabilities1,019,065 1,717,362

Net assets 4,937,282 4,986,689

For and on behalf of the Board,

Total Equity attributable to shareholders of

the company

The interim financial statements are to be read in conjunction with the notes to the financial statements set out on

pages 8 to 21.

Interim Report September 2017

Page 6

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

Unaudited Unaudited

6 Months6 Months

September 2017 September 2016

Note

NZ$ NZ$

Cash flows from operating activities

Cash was received from:

Receipts from customers 6,119,602 6,526,803

Interest received579 1,507

Other receipts32,717 5,970

Cash was applied to:

Payments to suppliers and employees(6,164,808)(6,041,772)

Interest paid(6,160)(48)

Net cash outflow from operating activities(18,070)492,460

Cash flows from investing activities

Cash was applied to:

Purchase of property, plant and equipment7(24,962)(116,547)

8(1,500)-

Net cash outflow from investing activities(26,462)(116,547)

Cash flows from financing activities

Cash was received from:

Proceeds from exercise of warrants- 3,160,346

Proceeds from Non-controlling interests for unpaid share capital200,000 -

Proceeds from Related party payables10898,754 -

Cash was applied to:

Payments to related parties10(1,475,029)(2,822,274)

Payment of share issue costs

- (21,728)

Net cash inflow from financing activities(376,275)316,344

(420,807)692,257

Foreign currency translation adjustment

2,995 -

Cash and cash equivalents at the beginning of the period

777,841 688,988

Cash and cash equivalents at the end of the period

360,029 1,381,245

Net increase in cash and cash equivalents

Purchase of intangible assets

The interim financial statements are to be read in conjunction with the notes to the financial statements set out on pages 8 to 21.

Interim Report September 2017

Page 7

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

1.ACCOUNTING POLICIES

REPORTING ENTITY

1.1Statement of compliance

1.2 Basis of preparation

1.3 Significant accounting policies

1.4 Critical accounting judgments and key sources of estimation uncertainty

AFC Group Holdings Limited (the “Company”) is a company incorporated and domiciled in New Zealand and

registered under the Companies Act 1993. The Company is listed on the Alternative Market of the New Zealand

Stock Exchange (“NZAX”) and the addresses of its registered office and principal place of business are disclosed in

the Corporate Information section of this report. The Company is an FMC Reporting Entity under the Financial

Markets Conduct Act 2013 and its financial statements comply with the Companies Act 1993 and the Financial

Markets Conduct Act 2013.

The interim consolidated financial statements of AFC Group Holdings Limited for the six month period ended 30

September 2017 comprise the Company and its subsidiaries (together referred to as the "Group"). For the purposes

of complying with generally accepted accounting practice in New Zealand ("NZ GAAP"), the Group is a for-profit entity.

The principal activity of the Company and the Group is to produce, manufacture and purchase food, health, and

cosmetic products for distribution in the New Zealand and the Chinese markets. The Group is also operates in the

winery and vineyard industry and has also started manufacturing operations during the year.

The condensed interim consolidated financial statements were approved and authorised for issue by the directors on

____________

. The directors are not able to amend the financial statements after issue.

These interim financial statements have been prepared in accordance with NZ GAAP. These interim consolidated

financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include

all disclosures that would otherwise be required in a complete set of financial statements and should be read in

conjunction with AFC Group Holdings Limited's Annual Report for the year ended 31 March 2017.

The interim consolidated financial statements for the Group are presented in New Zealand dollars ($), which is the

functional currency of all entities within the Group. All financial information has been rounded to the nearest dollar

unless otherwise stated.

The preparation of the interim financial statements in compliance with IAS 34 requires the use of certain critical

accounting estimates. It also requires management to exercise its judgement in the process of applying the group’s

accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and

estimates are significant to the consolidated financial statements are disclosed in note 1.4.

AFC Group Holdings Limited has applied the same accounting policies and methods of computation in its interim

consolidated financial statements as were applied in the annual financial statements for the year ended 31 March

2017, except for those that relate to new standards and interpretations effective for the first time for periods beginning

on (or after) 1 April 2017 and will be adopted in the 2018 annual financial statements.

None of the new standards and amendments that are effective for the first time for periods beginning on (or after) 1

April 2017 have a material effect on AFC Group.

The same significant judgments, estimates and assumptions included in the notes to the financial statements in the

Group's financial statements for the year ended 31 March 2017 have been applied to these Interim Consolidated

Financial Statements.

Interim Report September 2017

Page 8

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

2. INCOME TAX

3.AUTHORISED AND ISSUED SHARE CAPITAL

Shares Issued

Balance as at 31 March 2017

No.$

Ordinary shares

Balance at 1 April 2016

2,084,043,091 25,540,835

Ordinary shares authorised and issued:

Shares issued at 0.2 cents per share

1,580,173,021 3,160,396

Share issue expenses

- (21,728)

Balance as at 31 March 2017

3,664,216,112 28,679,503

Movement to 30 September 2017

Ordinary shares authorised and issued:

Shares issued

- -

Share issue expenses

- -

Balance at 30 September 2017

3,664,216,112 28,679,503

The Group has tax losses of $612,500 bought forward from 31 March 2017. Losses can be carried forward

indefinitely under New Zealand tax law (assuming shareholder continuity requirements are met and approval of the

Inland Revenue Department is obtained).

AFC Group Holdings Limited, AFC International Trading Group Limited, National Dairy Group Limited, AFC Longview

Limited and AFC Biotechnology Manufacture Co. Limited are considered a 'group' for income tax purposes. AFC

Group Holdings Limited has 100% shareholding in AFC International Trading Group Limited and National Dairy Group

Limited. AFC Longview Limited and AFC Biotechnology Manufacture Co. Limited are also considered as part of the

'group' as AFC Longview Limited and AFC Biotechnology Manufacture Co. have shareholder commonality with AFC

Group Holdings Limited of more than 66%. Companies that are considered to be part of the same 'group' and the

same taxation authority are able to make subventions and offset losses with one another.

The Group has not recognised a deferred tax asset on its Statement of Financial Position as at reporting date. In

deciding whether to recognise the deferred tax assets, the Group has determined if the utilisation of deferred assets is

probable and whether it is likely that sufficient and suitable taxable profits will be available in the future against which

the reversal of temporary differences can be deducted.

The company has not issued any new shares during the period.

All ordinary shares issued are fully paid. All ordinary shares rank equally with one vote attached to each fully paid

ordinary share and have equal dividend rights and no par value. The Group has not declared or proposed to pay any

dividends for the period ended 30 September 2017 (September 2016: Nil).

The Group has received $200,000 during the period from non-controlling interests for share capital that was unpaid as

at 31 March 2017.

The Group calculates the period's income tax expense using 28% which is the tax rate that would be applicable to the

expected total annual earnings (September 2016: 28%)

Interim Report September 2017

Page 9

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

4.CASH AND CASH EQUIVALENTS

SeptemberMarch

20172017

$$

Cash at bank and on hand360,029 777,841

Total cash and cash equivalents

360,029 777,841

5.INVENTORIES

SeptemberMarch

20172017

$$

Work in progress

187,894 237,071

Finished goods

1,047,065 1,433,775

Raw materials

264,853 -

Write down of closing stock

(89,652)(241,374)

Total Inventories

1,410,159 1,429,472

Write down of closing stock

Opening write down of closing stock

(241,374)-

Reversal of prior year's write down of closing stock to profit and loss

241,374 -

Current period's write down of closing stock charged to profit and loss

89,652 241,374

Closing provision for closing stock

89,652 241,374

6.SEGMENT REPORTING

Inventory of $89,652 has been expensed and written down to net realisable value (March 2017: $241,374).

Assessing write downs for inventory obsolescence and net realisable value involves making estimates and

judgements in relation to future selling prices between the most recent store stock counts and reporting date.

The Group's operating segments are reported in a manner consistent with the internal reporting provided to the chief

operating decision-maker. The chief operating decision-maker is the person or group that allocates resources to and

assesses the performance of the operating segments on an entity. The Group has determined the Group's Board of

Directors as its chief operating decision-maker as the board is responsible for allocating resources and assessing the

performance of the operating segments and making strategic and operating decisions. Income and expenses directly

associated with each segment are included in determining each segment's performance.

The Group operates in a number of business segments in New Zealand. The Group has determined its operating

segments into four segments, namely international marketing and distribution, vineyard and winery, manufacturing

and corporate. These segments reflect the different type of industry sectors within which the Group operates. The

Company is considered to be in the corporate operating segment. Information regarding the operations of each

reportable operating segment is included below.

The carrying amount of cash and cash equivalents approximates their fair value. Cash at bank earns interest at

floating rates on daily deposit balances.

Interim Report September 2017

Page 10

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

6.SEGMENT REPORTING (continued)

International marketing and distribution

Vineyard and winery

Manufacturing

AFC Biotechnology Manufacture Co Limited which has introduced an advanced face-mask production line.

Corporate

For the six months ended 30 September 2017

International

Marketing

Vineyard and

winery

Corporate Manufacturing

Eliminations and

adjustments

Period ended

30 September

2017

$$$$$$

Operating Income

4,010,349338,805-540,920-4,890,074

Inter-segment Revenue17,0769,087-375,360(401,523)-

Other Revenue42,606

5,830 89,829 5,970

(108,523)35,712

Interest Income122 19

32 406

- 579

Total Revenue4,070,153 353,741 89,861 922,656 (510,046)4,926,365

Operating Expenses

Interest54,345 14,248

6,151 8,871

(77,455)6,160

171,40517,843 9,830 28,259 - 227,337

(314,947)(143,972) 128,522 104,421 (23,431)(249,407)

Depreciation and

Amortisation

Segment profit (loss)

before tax

AFC International Trading Group Limited, which sources packaged food products, cosmetics and health products.

National Dairy Group Limited, which sources food products for distribution for China.

AFC Longview Limited, a vineyard and winery based in Whangarei which produces and sells a number of varietals

and blends of wine.

The operations of this segment include providing accounting, management and administration services to other

segments of the Group.

No operating segments have been aggregated to form the above reportable operating segments. The Group's

taxation has not been allocated to segments and is included centrally. Financing has been allocated to segments.

Sales between the segments of the Group are carried out at an arm’s length basis in a similar manner to transactions

with third parties.

The following tables present revenue and profit information for the Group's operating segments for the six months

ended 30 September 2017 and 2016, respectively:

Revenue from external

customers

Interim Report September 2017

Page 11

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

6.SEGMENT REPORTING (continued)

For the six months ended 30 September 2016

International

Marketing

Vineyard and

winery

Corporate Manufacturing

Eliminations and

adjustments

Period ended

30 September

2016

$$$$$$

Operating Income

6,427,77744,552---6,472,329

Inter-segment Revenue- 36,607--(36,607)-

Other Revenue-

16,605 - -

- 16,605

Interest Income359 -

1,148 -

- 1,507

Total Revenue6,428,136 97,764 1,148 - (36,607)6,490,441

Operating Expenses

Interest- 48

28,381 -

- 28,429

397922,115 80,646 - - 106,740

(325,369)(129,965)(81,716)- (12,820)(549,870)

As at 30 September 2017

International

Marketing

Vineyard and

winery

Corporate Manufacturing

Eliminations and

adjustments

Period ended

30 September

2017

$$$$$$

Assets

Segment assets1,745,145 2,729,456 5,089,042 1,857,609 (5,464,905)5,956,347

Capital Expenditure1,764 5,004 1,119 17,075 - 24,962

Segment Liabilities1,312,217 1,105,663 219,522 1,089,136 (2,707,473)1,019,065

As at 31 March 2017

International

Marketing

Vineyard and

winery

Corporate Manufacturing

Eliminations and

adjustments

Year ended 31

March 2017

$$$$$$

Assets

Segment assets2,693,781 2,581,451 5,421,602 614,672 (4,607,455)6,704,051

Capital Expenditure32,598 82,016 55,101 355,035 - 524,750

Segment Liabilities1,945,906 813,686 680,603 310,621 (2,033,454)1,717,362

The following tables present assets and liabilities information for the Group's operating segments as at 30 September

2017 and 31 March 2017, respectively:

The eliminations and adjustments of segment profit, assets and liabilities relate to intercompany transactions and

balances which are eliminated on consolidation.

Depreciation and

Amortisation

Segment profit (loss)

before tax

Revenue from external

customers

Interim Report September 2017

Page 12

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

7.

PROPERTY, PLANT AND EQUIPMENT

Land Buildings

Land

Improvement

s

Plant &

Equipment

Motor

Vehicles

Computer

Equipment

Fixture &

Fittings,

Office

Equipment

Bearer

Plants -

Grape Vines Total

$$$$$$$$$

As at 31 March 2017

Cost

Cost as at 1 April 2016

320,000 855,000 50,000 146,169 72,181 1,027 21,299 80,000

1,545,676

Additions - 46,166 - 280,627 22,609 12,676 162,672 - 524,750

Cost as at 31 March 2017320,000 901,166 50,000 426,796 94,790 13,703 183,971 80,000 2,070,426

Accumulated Depreciation

- - - (1,485) (3,037)(43)(207)- (4,772)

- (231)- (26,662) (18,908) (4,525) (18,084) (6,000)(74,410)

- (231)(28,147) (21,945) (4,568) (18,291) (6,000)

(79,182)

Carrying Amount

Cost

320,000 901,166 50,000 426,796 94,790 13,703 183,971 80,000 2,070,426

- (231)- (28,147) (21,945) (4,568) (18,291) (6,000)(79,182)

320,000 900,935 50,000 398,649 72,845 9,135 165,680 74,000

1,991,244

As at 30 September 2017

Cost

Cost as at 1 April 2017

320,000 901,166 50,000 426,796 94,790 13,703 183,971 80,000

2,070,426

Additions - - - 5,241 3,954 3,450 12,317 - 24,962

Cost as at 30 September 2017320,000 901,166 50,000 432,037 98,744 17,153 196,288 80,000 2,095,388

Accumulated Depreciation

- (231)- (28,147) (21,945) (4,568) (18,291) (6,000)(79,182)

- (1,378)- (30,996) (8,704) (2,521) (12,682) (2,775)(59,056)

- (1,609)- (59,143) (30,649) (7,089) (30,973) (8,775)

(138,238)

Carrying Amount

Cost

320,000 901,166 50,000 432,037 98,744 17,153 196,288 80,000 2,095,388

- (1,609)- (59,143) (30,649) (7,089) (30,973) (8,775)(138,238)

320,000 899,557 50,000 372,894 68,095 10,064 165,315 71,225 1,957,150

Carrying Amount 30

September 2017

Accumulated Depreciation at 1

April 2017

Depreciation charge for the

period

Accumulated Depreciation at

30 September 2017

Accumulated Depreciation

Accumulated Depreciation at 1

April 2016

Depreciation charge for the

year

Accumulated Depreciation at

31 March 2017

Accumulated Depreciation

Carrying Amount 31 March

2017

Interim Report September 2017

Page 13

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

8.INTANGIBLE ASSETS

GoodwillBrands Trademarks

Distribution

Right Asset Total

$$$$$

Year ended 31 March 2017

Cost

Cost as at 1 April 2016

495,785 31,161 - 454,467

981,413

- - - - -

Additions other- - 1,100 - 1,100

Cost as at 31 March 2017495,785 31,161 1,100 454,467 982,513

-

Accumulated Amortisation and Impairment-

- - - (113,594)(113,594)

(495,785)(31,161)(109)(172,707)(699,762)

(495,785)(31,161)(109)(286,301)(813,356)

Carrying Amount

Cost

495,785 31,161 1,100 454,467

982,513

(495,785)(31,161)(109)(286,301)(813,356)

- - 991 168,166 169,157

At 30 September 2017

Cost

Cost as at 1 April 2017

495,785 31,161 1,100 454,467

982,513

- - - - -

Additions other- - 1,500 - 1,500

Cost as at 30 September 2017495,785 31,161 2,600 454,467 984,013

Accumulated Amortisation and Impairment

(495,785)(31,161)(109)(286,301)(813,356)

- - (115)(168,166)(168,281)

(495,785)(31,161)(224)(454,467)(981,637)

Carrying Amount

Cost

495,785 31,161 2,600 454,467 984,013

(495,785)(31,161)(224)(454,467)(981,637)

- - 2,376 - 2,376

Accumulated amortisation and

Impairment

Carrying Amount 30 September

2017

Amortisation and

impairment for the year

Accumulated amortisation and

Impairment 1 April 2017

Amortisation and impairment for

the period

Accumulated amortisation and

impairment as at 30 September

2017

Additions by

Accumulated

amortisation and

Accumulated amortisation and

impairment as at 31 March 2017

Carrying Amount 31 March 2017

Additions by acquisition

Accumulated amortisation and

impairment

Interim Report September 2017

Page 14

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

8.INTANGIBLE ASSETS (continued)

9. INVESTMENT IN SUBSIDIARIES

Name of subsidiaryPrincipal activity

September

2017

March

2017

Vineyard and winery

51%51%

Commodity trading

100%100%

National Dairy Group Limited100%100%

51%51%

100%100%

100%100%

10.RELATED PARTIES

Related Parties:

Almond Draw Limited

Australasian International Group Limited

Bo Xian CaoDirector of company and subsidiary

E Way Holdings Group LimitedCompany associated with director, Mr Bo Xian Cao

E Way Trading LimitedCompany associated with director, Mr Bo Xian Cao

Non-Trading

Non-Trading

Related party transactions have arisen where a person(s) has control or significant influence over the reporting

entity or where two entities are controlled or jointly controlled by a person(s) that has control or significant

influence over the reporting entity.

AFC GoGlobal Education Limited

AFC Education Investment Limited

All the subsidiaries are incorporated in New Zealand and have 31 March balance dates. They also apply uniform

accounting policies with the parent company.

Federation of New Zealand Shenzhen Societies

Inc.

Company associated with Garth Ward, CFO of Investment Research

Group Limited and associated with management of AFC.

Company associated to company's major shareholder

Company associated to company's major shareholder

Ownership interest and voting

rights

AFC Longview Limited

AFC International Trading Group Limited

AFC Biotechnology Manufacture Co Limited

Guangdong Farmside Dairy Development Limited Company associated to company's major shareholder

Royalty income

Manufacturing

The goodwill and brands were allocated to the Longview Estate winery and vineyard. The distribution right asset

is allocated to National Dairy Group Limited.

Amortisation and impairment charges of $168,281 are recognised under administration expenses in the

Statement of Comprehensive Income.

The Group has not achieved the minimum sales target under the Distribution Right Agreement and as a result of

the sales targets not being met, the distribution right income has ceased. The Distribution Right Asset has

therefore been fully impaired during the period. The amount payable to NZ Silveray Limited for the acquisition of

the Distribution Right has also been extinguished.

Interim Report September 2017

Page 15

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

10.RELATED PARTIES (continued)

Related Parties (continued):

Hao Long

Company associated with director Mr Howard Long

Investment Research Group Limited

Lin FangShareholder of subsidiary

May Sun Trading Limited

Company associated with director, Mr Bo Xian Cao

NZ Silveray Group LimitedCompany's major shareholder

Precision NZ Limited

Qiang LiDirector of subsidiary and shareholder

Super Life NZ Ltd

T & S International LimitedCompany associated with Huaiji Zhou, director

Yang XiaDirector of company and subsidiary

Ying Ying Trading LimitedCompany associated to Lin Fang, a shareholder

Yinrui Shen Director of subsidiary and shareholder

Related party balances

The following balances were held with related parties at year end.

SeptemberMarch

20172017

Related Party Receivables

$$

Australasian International Group LimitedSale of products613,629 536,501

Sale of products504 -

- 456,434

Sale of products399,510 -

Guangdong SunshineSale of products1,068 -

Guangdong Yinrui InvestmentSale of products6,268 -

Maysun Trading Limited Sale of products616 -

NZ Silveray Group LimitedSale of products- 24,055

Other related partiesAdvances- 363

Super Life NZ Limited Sale of products453,025 -

1,474,620 1,017,353

Guangdong Yinrui Investment & Management

Company

Nature of Transactions

New Zealand Asia-Pacific Cultural

Exchange Centre Limited

NZ Guangdong Business

Development Corporation Limited

Howard & Co Chartered Accountants Limited

Guangzhou Miaoguang Trading Co. Limited

Company associated to company's major shareholder

Company associated to company's major shareholder

Director of company and subsidiary, senior employee of AFC,

director of NZ Silveray Group Limited

Company associated with previous director Mr Brent King

Company associated with Lin Fang, director of subsidiary

Company associated to company's major shareholder

Company associated with Alex Zhang, previous director

Company associated to company's major shareholder

Company associated to company's major shareholder

Company associated to company's major shareholder

Company associated to company's major shareholderGuangdong Sunshine

Guangdong Silver Fern Network Technology Co.

Limited

Guangdong Sanjiang Industry Development

Limited

Guangdong Farmside International Trading Co.

Limited

Company associated to company's major shareholder

Federation of New Zealand Shenzhen Societies

Inc.

Guangdong Farmside International Trading Co.

Limited

Sale of products and

Distribution Fees

Guangdong Farmside Dairy Development Limited

Interim Report September 2017

Page 16

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

10.RELATED PARTIES (continued)

SeptemberMarch

20172017

Related Party Payables

$$

Almond Draw LimitedServices- 8,937

Australasian International Group Limited Expenses99,397 -

32,609 -

263,947 -

Guangdong Miaoguang Trading Co Limited

3,819 -

69,878 -

1,063 -

Guangdong Yinrui Investment

18,647 -

1,569 -

NZ Silveray Group Limited130,834 127,693

NZ Silveray Group Limited- 273,981

621,763 410,611

SeptemberMarch

20172017

Related party transactions

$$

Expenses repaid/recharged on behalf of the Group:

Other related parties

53,477 163,050

53,477 163,050

Sales of products or services provided to the following:

Australasian International Group Limited

186,826 744,773

E Way Holdings Group Limited

18,333 2,956

Federation of New Zealand Shenzhen Societies Inc.

302 -

Guangdong Farmside Dairy Development Limited

- 468,653

Guangdong Farmside International Trading Co., Ltd

276,829 -

May Sun Trading Limited

- 1,467

Mr Bo Xian Cao

1,176 -

NZ Silveray Group Limited

69 24,203

Super Life NZ Limited

393,935 -

877,470 1,242,052

The related parties receivables and payables are unsecured advances and repayable on demand. There is no

collateral or guarantees for related parties payables.

Balances receivable from or payable to NZ Silveray Group are unsecured and repayable on demand. Interest is

charged at 7.04% per annum for amounts below $600,000 and 8.32% per annum for amounts above $600,000.

Purchase of goods and

services

Purchase of goods and

services

Advances, Interest

Deferred consideration for

Distribution Right Asset

New Zealand Asia-Pacific Cultural Exchange

Centre Limited

Guangdong Farmside Dairy Development

Limited

Guangdong Farmside International Trading Co

Limited

Purchase of goods and

services

Nature of Transactions

Purchase of goods and

services

Purchase of goods and

services

Purchase of goods and

services

Purchase of goods and

services and credit note for

distribution fee

Guangdong Sanjiang Industry Development

Limited

Guangdong Silver Fern Network Technology Co.

Limited

Interim Report September 2017

Page 17

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

10.RELATED PARTIES (continued)

SeptemberMarch

20172017

Related party transactions

$$

Almond Draw Limited - 76,953

Australasian International Group Limited 100,126 -

E Way Holdings Group Limited

2,745 -

E Way Trading Limited

94 -

Guangdong Farmside International Trading Co. Limited623,890 -

Guangdong Sanjiang Industry Development Limited18,398 -

Guangdong Yinrui Investment & Management Company3,789 -

Guangzhou Miaoguang Trading Co. Limited3,819 -

Howard & Co Charted Accountants Limited10,000 -

Investment Research Group Limited

- 72,890

May Sun Trading Limited 12,000 197,872

New Zealand Asia-Pacific Cultural Exchange Centre Limited26,000 -

NZ Guangdong Business Development Corporation Limited1,696 -

802,557 347,715

Interest paid or credited on related party balances:

NZ Silveray Group Limited

3,141 61,643

3,141 61,643

Interest paid on deferred consideration for Distribution Right Asset

NZ Silveray Group Limited

3,010 14,713

3,010 14,713

Related party advances to AFC during the year:

NZ Silveray Group Limited

- 1,141,011

- 1,141,011

Other transactions:

276,991

-

276,991 -

Share Placements during the year:

- 1,717,273

- 200,000

- 240,000

- 180,000

- 40,000

- 2,377,273

The have been no share placement during the period ended 30 September 2017.

Purchases from the following for services or products provided:

NZ Silveray Group Limited subscribed to 858,636,792 shares in AFC at 0.2

cents per share credited to the related party balance

Ms Lin Fang subscribed for 100,000,000 shares in AFC at 0.2 cents per share

paid in cash

NZ Silveray Group Limited subscribed to 24 shares in AFC Biotechnology

Manufacture Co Limited at $10,000 per share.

Ms Yinrui Shen subscribed for 90,000,000 shares in AFC at 0.2 cents per share

paid in cash

Mr Howard Long subscribed for 20,000,000 shares in AFC Group Holdings

Limited at 0.2 cents per share

NZ Silveray Group Limited - deferred consideration payable for Distribution

Right Asset extinguished due to Distribution Rights agreement ceasing.

Interim Report September 2017

Page 18

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

10.RELATED PARTIES (continued)

Key Management Personnel

SeptemberMarch

20172017

$$

Short-term employee benefits8,1961,800

Directors' fees44,333178,333

Other remuneration

118,866 61,800

Termination benefits

- -

Share-based payments

- -

171,395 241,933

11.COMMITMENTS AND CONTINGENCIES

September

2017

March

2017

$$

Less than one year177,113 177,113

Between one and five years266,926 387,345

More than five years- -

Total operating lease commitments444,039 564,458

The Group has no capital commitments at 31 March 2017 (2016: Nil)

12.FINANCIAL INSTRUMENTS

Loans and

receivables

Financial

liabilities at

amortised

cost

Total

$$$

Financial Assets:

Cash and cash equivalents360,029 - 360,029

Trade debtors and other receivables432,353 - 432,353

Related party receivables1,474,620 - 1,474,620

Total financial assets2,267,002 - 2,267,002

Key management personnel are defined as those persons having authority and responsibility for planning,

directing and controlling the activities of the Group, directly or indirectly, and include the directors and the Chief

Executive. Remuneration paid to key management personnel is as follows:

30 September 2017

Categories of financial assets and liabilities

The group leases offices and warehouse under a non-cancellable operating lease expiring in three years. The

lease may be renewed for two further periods of four years with rent reviews every two years. The group has also

entered into operating leases for eftpos and printing equipment with lease terms expiring in three years.

The carrying amounts presented in the statement of financial position relate to the following categories of assets

and liabilities:

Commitments for minimum lease payments in relation to non-

cancellable operating leases are payable as follows:

Interim Report September 2017

Page 19

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

12.FINANCIAL INSTRUMENTS (continued)

Loans and

receivables

Financial

liabilities at

amortised

cost

Total

$$$

Financial liabilities:

Trade creditors and other payables- 305,614 305,614

Related party payables and loans- 621,763 621,763

Total financial liabilities- 927,377 927,377

Financial Assets:

Cash and cash equivalents777,841 - 777,841

Trade debtors and other receivables744,119 - 744,119

Related party receivables1,017,353 - 1,017,353

Total financial assets2,539,313 - 2,539,313

Financial liabilities:

Trade creditors and other payables- 1,306,751 1,306,751

Related party payables and loans- 410,611 410,611

Total financial liabilities- 1,717,362 1,717,362

13.

BUSINESS COMBINATION / GROUP RESTRUCTURE

14. NET TANGIBLE ASSETS PER SHARE

September 2017March 2017

$$

Total Assets5,956,347 6,704,051

Less Intangible assets2,376 169,157

Tangible assets5,953,971 6,534,894

Less total liabilities1,019,065 1,717,362

Net tangible assets4,934,906 4,817,532

Number of ordinary shares on issue3,664,253,194 3,664,253,194

Net tangible assets / liabilities per share in cents0.00130.0013

The use of financial instruments exposes the Group to credit, interest rate and liquidity risks. The Group's overall

risk management programme seeks to minimise potential adverse effects on the Group's financial performance.

The fair value of the financial instruments of the Group approximates their carrying value.

The net tangible assets and number of shares are as follows:

There were no business combinations or Group restructuring during the period.

31 March 2017

30 September 2017

Interim Report September 2017

Page 20

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017

15.CONTINGENT LIABILITIES

The Group has no contingent liabilities at 30 September 2017 (31 March 2017 : Nil)

16.EVENTS AFTER THE REPORTING PERIOD

17.SEASONALITY OF INTERIM OPERATIONS

The vineyard and winery segment harvest it's grapes in the second half of the financial year, and processes the

grapes into bottles in the interim period. This does not affect the sales for the segment.

There are no other significant seasonality or cyclicality of business affecting the interim operations.

There are no significant events after the reporting period.

Interim Report September 2017

Page 21

AFC GROUP HOLDINGS LIMITED
CORPORATE INFORMATION

SOLICITORSAFC GROUP HOLDINGS LIMITED

Lowndes AssociatesSecurity code: AFC / AFCWA

P.O Box 7311Listed on NZAX Market

18 Shortland StreetNZ Company number: 1799581

Auckland

SHARE REGISTRAR HEAD OFFICE / REGISTERED OFFICE

Computershare Investor Services Limited AFC Group Holdings Limited

Level 2, 159 Hurstmere Road245 Ti Rakau Drive

TakapunaBurswood

Private Bag 92-119Auckland 2013

Auckland 1142

ACCOUNTANTS TELEPHONE

RSM New Zealand (Auckland)0064-21-0283-1697

PO Box 204276

Ford Building, 86 Highbrook Drive, HighbrookWEBSITE

Auckland 2013

www.afcnz.com

AUDITORS

William Buck Audit (NZ) Limited

P O Box 106 090

Level 4, 21 Queen Street

Auckland 1010

BANKERS

ANZ Bank New Zealand Limited

Interim Report September 2017

Page 22

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.