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AFC Interim Condensed Consolidated Financial Statements

Earnings Results14 December 2018AFCFinancials

AFC GROUP HOLDINGS LIMITED
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED REPORT CONTENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

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 - 23

Corporate Information24

Interim Report September 2018

Page 1

AFC GROUP HOLDINGS LIMITED
QIANG LI

HAO LONG

ZILEI WANG

Mr. Hao Long 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), a member of

Chartered Accountants Australia and New

Zealand, and a Chartered Member of the

Institute of Director (CMInstD). He has over 12

years professional accounting experience,

including working for a Big 4 accounting firm plus

governance and management experience in the

commercial sectors in China and New Zealand.

Mr. Long joined AFC in 2015 and is the

Executive Director and CFO of AFC Group

Holdings Ltd, and the CEO of AFC Longview

Limited.

Mr. Qiang Li had more than 10 years’ experience

in the health industry before he came to New

Zealand in 2001 to study for his MBA

qualification. He joined GMP Dairy Limited in

2004. He gained experience in R&D, purchasing,

production department. He’s also promoted New

Zealand health products into the Chinese market

successfully while he was working with GMP. He

joined the GMP management group in 2010, and

during that time promoted the “KAWALA” brand

of milk products into the Chinese market.

Mr. Li joined AFC in 2016 and is an Independent

Director of AFC Group Holdings Limited, and

member of the Audit and Risk committee.

Mr. Zilei Wang graduated from Shanghai

International Studies University, where he

obtained a Master Degree of Arts in English

Language and Literature. He is a member of The

Chinese Institute of Certified Public Accountants

(CICPA) and has business experience in

corporate finance, cross-border mergers and

acquisitions, corporate governance and financial

management in New Zealand. He sits on the

Board of several private companies in New

Zealand.

Mr. Wang joined AFC in 2018 and is an

Independent Director of AFC Group Holdings

Limited, and member of the Audit and Risk

committee.

DIRECTORS' PROFILES

YANG XIA BO XIAN CAO

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 Yinrui 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.

Mr. Bo Xian 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 and he is currently

the director of AFC Group Holdings Limited, and

Chairman of the Audit and Risk committee.

Interim Report September 2018

Page 2

AFC GROUP HOLDINGS LIMITED
Hao Long

Director of the Board/ CFO

DIRECTORS' REPORT

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

September 2018 have not been audited.

The net assets of AFC Group were NZ$4,635 thousand, with a 6% decrease from the half year position as at 30

September 2017. Cash and cash equivalent products was NZ$522 thousand, and property, plant and

equipment were NZ$1,874 thousand.

The revenue for the period to 30 September 2018 was NZ$1,645 thousand. AFC Group experienced a net loss

of NZ$78 thousand for the period, which is NZ$171 thousand less than the loss incurred in the period ended 30

September 2017.

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

International Marketing

AFC International Trading Group Limited is a bridge for trade between Australia, New Zealand and China by

integrating the resources, markets, capital and talents of China and New Zealand, and increasing the number of

products agency.

Vineyard and Winery

We have built a series of projects of the world's top sweet white wine brands based on the principles of quality

priority, value discovery, value enhancement and differentiated management. At the same time, Longview

Estate has also launched a selection of fine wines in cooperation with the famous New Zealand estates.

Manufacturing

AFC Biotechnology Manufacture Co Ltd has the highest capacity, the most automated and intelligent GMP

standard mask production line in New Zealand. Its products and brands are loved and favoured by consumers

in New Zealand and China. In order to provide business partners with opportunities for cooperation and

development, we will also launch few new products this year.

Corporate

AFC Group has further improved its comprehensive financial team and management system, and formulated

policies and procedures covering all aspects from top to bottom.

Overall, the company has a qualitative improvement on the system and management, brand building and

publicity, work production and financial processes, staffing, managerial level, or employee's work awareness.

Interim Report September 2018

Page 3

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

Unaudited Unaudited

6 Months6 Months

September 2018

September 2017

$$

Operating Revenue1,645,065 4,890,074

Cost of Sales(741,080)(4,030,331)

Gross profit

903,985 859,743

Other Income10,810 35,712

Expenses

Selling and Distribution Expenses(435,703)(136,906)

Administration Expenses(559,952)(1,002,375)

(80,860)(243,826)

Finance Income

2,719 579

Finance Expense

(99)(6,160)

2,620 (5,581)

Profit / (Loss) before income tax

(78,240)(249,407)

Income tax(200)-

Net profit / (loss) for the period

(78,440)(249,407)

Other comprehensive income

- -

Total comprehensive income / (loss) for the period

(78,440)(249,407)

Equity holders of the parent(87,824)(230,027)

Non-controlling interest 9,384 (19,380)

(78,440)(249,407)

Profit / (loss) per share:

Basic earnings per share (cents per share)

(0.00002)(0.00007)

Diluted earnings per share (cents per share)

(0.00002)(0.00007)

Operating profit / (loss)

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

Attributable to:

Interim Report September 2018

Page 4

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

Notes

Issued

Share

Capital

Accumulated

Loss

Equity

Holders

Non-

Controlling

Interests

Total

$ $ $ $ $

Balance as at 1 April 201728,679,503 (24,706,885) 3,972,618 1,014,071 4,986,689

.

Comprehensive income

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

Other comprehensive income- - - - -

Total comprehensive income

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

Transactions with owners

Ordinary Shares Issued- - - 200,000 200,000

Exercise of Warrants

3

- - - - -

Share Issue Costs

3

- - - - -

Treasury Shares- - - - -

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

Balance as at 1 April 201728,679,503 (24,706,885) 3,972,618 1,014,071 4,986,689

Comprehensive income

Net loss for the financial year- (412,406) (412,406) (60,416) (472,822)

Other comprehensive income- - - - -

Total comprehensive income

- (412,406) (412,406) (60,416) (472,822)

Transactions with owners

Ordinary Shares Issued- - - 200,000 200,000

Exercise of Warrants

3

- - - - -

Share Issue Costs

3

- - - - -

Total transactions with owners

- - - 200,000 200,000

Balance as at 31 March 2018 (audited)28,679,503 (25,119,291) 3,560,212 1,153,655 4,713,867

Comprehensive income

Net loss for the period- (87,824) (87,824) 9,384 (78,440)

Other comprehensive income- - - - -

Total comprehensive income/(loss)- (87,824) (87,824) 9,384 (78,440)

Transactions with owners

Ordinary shares issued

3

- - - - -

Exercise of Warrants - - - - -

Share Issue Costs - - - - -

Total transactions with owners

- - - - -

Balance as at 30 September 2018 (unaudited)28,679,503 (25,207,115) 3,472,388 1,163,039 4,635,427

Interim Report September 2018

Page 5

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2018

Unaudited Audited

At 30 SeptemberAt 31 March

20182018

Note

$$

SHAREHOLDERS EQUITY

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

Accumulated losses(25,207,115)(25,119,291)

3,472,388 3,560,212

Non-controlling Interest1,163,039 1,153,655

Total shareholders funds 4,635,427 4,713,867

Represented by:

CURRENT ASSETS

Cash and cash equivalents4522,113 665,779

Inventories51,041,286 1,308,632

Trade, other and related party receivables61,194,922 1,298,761

Prepayments and other current assets236,045 313,793

Total current assets2,994,366 3,586,965

NON-CURRENT ASSETS

Property, plant and equipment

71,874,042 1,912,123

Intangible assets and goodwill

82,121 2,249

Deferred tax assets

2- -

Total non-current assets1,876,163 1,914,372

Total assets4,870,529 5,501,337

CURRENT LIABILITIES

Trade, other and related party payables 9235,102 787,470

Total current liabilities235,102 787,470

Total liabilities235,102 787,470

Net assets 4,635,427 4,713,867

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 23.

Interim Report September 2018

Page 6

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

Unaudited Unaudited

6 Months6 Months

September 2018 September 2017

Note

$$

Cash flows from operating activities

Cash was received from:

Receipts from customers 1,785,676 4,934,054

Receipts from related parties103,972 478,173

Interest received2,719 579

Other receipts10,810 32,717

Cash was applied to:

Payments to suppliers and employees(1,531,680)(5,750,378)

Payments to related parties10(349,431)(289,073)

Interest paid(99)(6,160)

Net cash outflow from operating activities(78,033)(600,088)

Cash flows from investing activities

Cash was applied to:

Purchase of property, plant and equipment7(16,385)(24,962)

8- (1,500)

Net cash outflow from investing activities(16,385)(26,462)

Cash flows from financing activities

Cash was received from:

Proceeds from issue of equity to non-controlling interests - 200,000

Receipts from related parties10- 6,151

Cash was applied to:

Payments to related parties10(40,744)(61,936)

Net cash outflow from financing activities(40,744)144,215

(135,162)(482,335)

Foreign currency translation adjustment

(8,504)2,995

Cash and cash equivalents at the beginning of the period

665,779 777,841

Cash and cash equivalents at the end of the period

522,113 298,501

Net decrease in cash and cash equivalents

Purchase of intangible assets

Interim Report September 2018

Page 7

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

1.ACCOUNTING POLICIES

REPORTING ENTITY

1.1Statement of compliance

1.2 Basis of preparation

1.3 Significant accounting policies

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 2018 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 New Zealand and the Chinese markets. The Group is also operates in the winery

and vineyard industry has manufacturing operations.

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 2018.

The interim consolidated financial statements are prepared on a cost basis except for financial assets which are

carried at armotised cost. 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

2018, except for those that relate to new standards and interpretations effective for the first time for periods beginning

on (or after) 1 April 2018 and will be adopted in the 2019 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 2018 have a material effect on Group.

Interim Report September 2018

Page 8

14/12/2018

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

1.4 Critical accounting judgments and key sources of estimation uncertainty

2.INCOME TAX

3.AUTHORISED AND ISSUED SHARE CAPITAL

Shares Issued

Balance as at 31 March 2018

No.$

Ordinary shares

Balance at 1 April 2017

Ordinary shares on issue

3,664,253,194 28,679,577

Treasury shares

(37,082)(74)

Ordinary shares on issue at 1 April 2017 excluding treasury shares

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

Movement for 2018 financial year

Ordinary shares authorised and issued

- -

Ordinary shares on issue at 31 March 2018

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

Movement to 30 September 2018

Ordinary shares authorised and issued

- -

Ordinary shares on issue at 30 September 2018 excluding treasury shares

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

The Group has tax losses of $969,582 bought forward from 31 March 2018. 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).

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 2018 (September 2017: Nil).

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 2018 have been applied to these Interim Consolidated

Financial Statements.

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 2017: 28%)

Interim Report September 2018

Page 9

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

3.AUTHORISED AND ISSUED SHARE CAPITAL (continued)

4.CASH AND CASH EQUIVALENTS

SeptemberMarch

20182018

$$

Cash at bank and on hand522,113 665,779

Total cash and cash equivalents

522,113 665,779

5.INVENTORIES

SeptemberMarch

20182018

$$

Work in progress

157,829 54,545

Finished goods

889,631 930,762

Raw materials

84,810 136,194

Inventory in transit

-312,016

Write down of closing stock

(90,984)(124,885)

Total Inventories

1,041,286 1,308,632

Write down of closing stock

Opening write down of closing stock

(124,885)(241,374)

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

53,809 241,374

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

(19,908)(124,885)

Closing provision for closing stock

(90,984)(124,885)

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

floating rates on daily deposit balances.

Treasury shares are those shares acquired by the company from shareholders who exercised their minority buy back

rights at the time shares were issued to NZ Silveray Group Limited. These shares are held by the company until the

directors resolve to reissue the shares or to cancel the shares. At reporting date, the company held 37,082 treasury

shares which were acquired during 2016.

There has been $19,908 charged to the profit and loss for inventory in the current year and there is $90,984 has been

written down to net realisable value (March 2018: $124,885). 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.

Interim Report September 2018

Page 10

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

6.

TRADE, OTHER AND RELATED PARTY RECEIVABLES

SeptemberMarch

20182018

Note

$$

Trade receivables - third parties316,069 490,615

Trade receivables - related parties

10

774,122 778,227

Allowance for impairment losses(1,150)(35,085)

Total trade receivables

1,089,041 1,233,757

Other related party receivables

10

105,881 65,004

Total trade and related party receivables

1,194,922 1,298,761

SeptemberMarch

20182018

$$

Movement in the allowance for impairment losses

Opening Balance 1 April

35,085 20,411

(33,935)14,674

1,150 35,085

Trade debtors are non-interest bearing and receipt is normally on 30 days terms. Related party receivables are

non-interest bearing and repayable on demand as disclosed in note 10.

The directors consider that there is no material difference between the carrying value and fair value of trade

debtors and related party receivables. The Group's management considers that all financial assets that are not

impaired or past due for each of the reporting dates under review are of good credit quality. The directors also

consider that the receivables that are past due and not impaired are fully recoverable.

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of

trade and related party receivables. The main component of this allowance is a specific loss component that

relates to individually significant exposures, and a collective loss component established for groups of similar

assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is

determined based on historical data of payment statistics for similar financial assets.

(Decrese)/Increase in provision

Closing Balance 30 September/31 March

Interim Report September 2018

Page 11

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

7.

PROPERTY, PLANT AND EQUIPMENT

Land Buildings

Land

Improvements

Plant &

Equipment

Motor

Vehicles

Computer

Equipment

Fixture &

Fittings,

Office

Equipment

Bearer

Plants -

Grape Vines

Total

$$$$$$$$$

As at 31 March 2018

Cost

Cost as at 1 April 2017320,000 901,166 50,000 426,796 94,790 13,703 183,971 80,000

2,070,426

Additions - - - 12,790 3,954 4,569 20,442 -

41,755

Cost as at 31 March 2018

320,000 901,166 50,000 439,586 98,744 18,272 204,413 80,000

2,112,181

Accumulated Depreciation

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

- (2,756)- (62,695) (18,068) (5,947) (25,860) (5,550)(120,876)

- (2,987)- (90,842) (40,013) (10,515) (44,151) (11,550)

(200,058)

Carrying Amount

Cost 320,000 901,166 50,000 439,586 98,744 18,272 204,413 80,000

2,112,181

- (2,987)- (90,842) (40,013) (10,515) (44,151) (11,550)(200,058)

320,000 898,179 50,000 348,744 58,731 7,757 160,262 68,450

1,912,123

As at 30 September 2018

Cost

Cost as at 1 April 2018320,000 901,166 50,000 439,586 98,744 18,272 204,413 80,000

2,112,181

Additions - 4,033 - 1,559 - 10,170 623 -

16,385

Cost as at 30 September 2018

320,000 905,199 50,000 441,145 98,744 28,442 205,036 80,000

2,128,566

Accumulated Depreciation

- (2,987)- (90,842) (40,013) (10,515) (44,151) (11,550)(200,058)

- (1,295)- (26,713) (8,104) (3,961) (11,826) (2,567)(54,466)

- (4,282)- (117,555) (48,117) (14,476) (55,977) (14,117)

(254,524)

Carrying Amount

Cost 320,000 905,199 50,000 441,145 98,744 28,442 205,036 80,000

2,128,566

- (4,282)- (117,555) (48,117) (14,476) (55,977) (14,117)

(254,524)

320,000 900,917 50,000 323,590 50,627 13,966 149,059 65,883 1,874,042

Accumulated Depreciation at 1

April 2017

Depreciation charge for the year

Accumulated Depreciation at

31 March 2018

Accumulated Depreciation

Carrying Amount 31 March

2018

Carrying Amount 30

September 2018

Accumulated Depreciation at 1

April 2018

Depreciation charge for the

period

Accumulated Depreciation at

30 September 2018

Accumulated Depreciation

Interim Report September 2018

Page 12

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

8.INTANGIBLE ASSETS

Goodwill Brands Trademarks

Distribution Right

Asset Total

$$$$$

Year ended 31 March 2018

Cost

Cost as at 1 April 2017

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

982,513

- - 1,500 - 1,500

Cost as at 31 March 2018495,785 31,161 2,600 454,467 984,013

Accumulated Amortisation

- - (109)(265,093)(265,202)

- - (242)(75,750)(75,992)

- - (351)(340,843)(341,194)

Accumulated Impairment

(495,785) (31,161)- (21,208)(548,154)

- - - (92,416)(92,416)

(495,785) (31,161)- (113,624)(640,570)

Carrying Amount

Cost

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

984,013

- - (351)(340,843)(341,194)

(495,785) (31,161)- (113,624)(640,570)

- - 2,249 - 2,249

Period ended 30 September 2018

Cost

Cost as at 1 April 2018

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

984,013

Additions by- - - - -

Fully written off- - - (454,467)(454,467)

Cost as at 30 September 2018495,785 31,161 2,600 - 529,546

Accumulated Amortisation

- - (351)(340,843)(341,194)

- - (128)- (128)

Fully written off- - - 340,843 340,843

- - (479)- (479)

Accumulated amortisation 1 April

2018

Amortisation for the period

Accumulated amortisation as at

30 September 2018

Additions by

Accumulated impairment as at 31

March 2018

Carrying Amount 31 March 2018

Accumulated impairment

Accumulated amortisation 1 April

2017

Impairment for the

year

Accumulated amortisation 1 April

2017

Accumulated amortisation as at

31 March 2018

Amortisation for the year

Accumulated amortisation

Interim Report September 2018

Page 13

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

8.INTANGIBLE ASSETS (continued)

Goodwill Brands Trademarks

Distribution Right

Asset Total

$$$$$

Period ended 30 September 2018 (continued)

Accumulated Impairment

(495,785) (31,161)- (113,624)(640,570)

- - - --

Fully written off- - - 113,624 113,624

(495,785) (31,161)- - (526,946)

Carrying Amount

Cost 495,785 31,161 2,600 - 529,546

- - (479)- (479)

(495,785) (31,161)- - (526,946)

- - 2,121 - 2,121

9.TRADE, OTHER AND RELATED PARTY PAYABLES

SeptemberMarch

20182018

Note$$

Trade payables

53,547 155,762

Accruals

99,823 203,045

Related party payables

10 41,603 391,034

Other payables

40,129 37,629

235,102 787,470

Accumulated amortisation

The normal trade credit terms granted to the Group range from 30 to 90 days. The trade creditors are unsecured

and non-interest bearing. The carrying amount disclosed above is a reasonable approximation of fair value.

Related party payables are unsecured and repayable on demand. The related party payables except for NZ

Silveray Limited are non-interest bearing. For NZ Silveray Limited, interest is charged at 7.04% for amounts

advanced up to $600,000 and at 8.32% for amounts advanced over $600,000.

Accumulated Impairment 1 April

2018

Impairment for the period

Accumulated impairment as at 30

September 2018

The goodwill and brands were allocated to the Longview Estate winery and vineyard and have a $nil carrying balance

as at 30 September 2018 (31 March 2018: $nil).

Accumulated impairment

Carrying Amount 30 September

2018

Amortisation and impairment charges of $128 are recognised under administration expenses in the Statement of

Comprehensive Income.

The distribution right asset is allocated to National Dairy Group Limited. During the March 2018 financial year, the

distribution right asset suffered impairment as a result of the distribution right agreement with Guangdong ceasing

trading.

Interim Report September 2018

Page 14

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

10.RELATED PARTIES

Related Parties:

Australasian International Group Limited

Bo Xian Cao

E Way Holdings Group Limited

E Way Trading Limited

KWXS Trading Limited

Lin FangShareholder of company

May Sun Trading Limited

NZ Silveray Group Limited

Qiang Li

Super Life NZ Ltd

Tongqu Trading Group Limited

Yang Xia

Yinrui Shen

New Zealand National Trade Limited

Company associated with director, Mr Bo Xian Cao

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.

Guangdong Silver Fern Network Technology Co.

Limited

Guangdong Sanjiang Industry Development Limited

Guangdong Farmside International Trading Co.

Limited

Director of company and subsidiaries

Company associated to company's major shareholder

Company associated to company's major shareholder

New Zealand Guangdong General Association of

Commerce Inc

Company associated with director, Mr Bo Xian Cao

Company associated with director, Mr Qiang Li

Director of company and subsidiary

Federation of New Zealand Shenzhen Societies Inc.

Company associated to company's major shareholder

Company associated to company's major shareholder

Company associated to company's major shareholder

Company associated with director, Mr Bo Xian Cao

Guangdong Yinrui Investment & Management

Company

Howard & Co Chartered Accountants Limited

Company associated to company's major shareholder

Director of company and subsidiaries, senior employee of AFC,

director of NZ Silveray Group Limited

Company associated to company's major shareholder

Company associated with director Mr Hao Long

Hao Long

Company associated with Shuang Xia, director of subsidiary

Company associated to company's major shareholder

Company associated to company's major shareholder

Company's major shareholder

Director of company

NZ Guangdong Business Development Corporation

Limited

New Zealand Asia-Pacific Cultural Exchange Centre

Limited

Company associated with director, Mr Zilei Wang

Director of subsidiary and shareholder

Company associated with director, Mr Bo Xian Cao

Interim Report September 2018

Page 15

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

10.RELATED PARTIES (continued)

Related party balances

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

SeptemberMarch

20182018

Related Party Receivables

$$

Australasian International Group LimitedSale of products101,642 121,608

667,085 648,800

KWXS Trading LimitedAdvances132 -

52,291 -

Super Life NZ Limited Sale of products58,853 72,823

880,003 843,231

SeptemberMarch

20182018

Related Party Payables

$$

Australasian International Group Limited Purchase of goods- 380,718

E Way Holdings Group LimitedDirector fee- 3,833

26,029 -

9,632 -

- 1,500

NZ Silveray Group Limited4,983 4,983

Tongqu Trading Group Limited959 -

41,603 391,034

Sales of products, advances

and interest

New Zealand Asia-Pacific Cultural Exchange Centre

Limited

Director fee

Purchaseofgoodsand

services

Guangdong Silver Fern Network Technology Co.

Limited

Sale of products and refund

of Distribution Fees

Guangdong Farmside International Trading Co.

Limited

Nature of Transactions

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

collateral or guarantees for related parties payables.

Sales made to related parties in China are made on extended terms with payment due 3 months from the date the

goods are received by the related party.

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

Management fee

NZ Silveray Group Limited

GuangdongFarmsideInternationalTradingCo.

Limited

Nature of Transactions

Purchase of goods and

services

Interim Report September 2018

Page 16

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

10.RELATED PARTIES (continued)

SeptemberMarch

20182018

Related party transactions

$$

Sales of products or services provided to the following:

Australasian International Group Limited (sales of products)

108,780 184,320

E Way Holdings Group Limited

1,280 2,162

E Way Trading Limited

13,506 30,146

Federation of New Zealand Shenzhen Societies Inc.

- 438

Guangdong Farmside International Trading Co., Ltd (sales of products)

610,991 889,618

Howard & Co Chartered Accountants

- 1,176

KWXS Trading Limited

115 -

Mr Bo Xian Cao

- 1,176

New Zealand Asia-Pacific Cultural Exchange Centre Limited

- 324

New Zealand Guangdong General Association of Commerce Inc.

300 491

NZ Silveray Group Limited

2,058 69

Super Life NZ Limited (sales of products)

- 392,352

737,030 1,502,272

Expenses repaid/recharged on behalf of the Group:

Guangdong Farmside International Trading Co. Ltd21,246 33,729

Guangdong Silver Fern Network Technology Co. Limited

8,632 1,056

Guangdong Yinrui Investment & Management Company Limited

- 18,647

Other related parties

93 29,806

29,971 83,238

Australasian International Group Limited (purchase of goods) 307,509 664,447

Australasian International Group Limited (marketing services) 156,000 -

E Way Holdings Group Limited

20,000 41,000

Guangdong Farmside International Trading Co. Limited (purchase of goods)55,509 702,782

Guangdong Farmside International Trading Co. Limited (sales commission)2,307 2,497

Guangdong Sanjiang Industry Development Limited- 18,398

Guangdong Yinrui Investment & Management Company9,423 12,243

10,000 20,000

May Sun Trading Limited-12,000

New Zealand Asia-Pacific Cultural Exchange Centre Limited2,595 12,342

New Zealand National Trade Limited8,750 -

NZ Guangdong Business Development Corporation Limited- 1,696

NZ Silveray Group Limited26,000 56,333

Tongqu Trading Group Limited4,167 -

602,260 1,543,738

Interest received or debited on related party balances:

Guangdong Farmside International Trading Co. Limited

105 189

NZ Silveray Group Limited

135 -

240 189

Howard & Co Charted Accountants Limited

Purchases from the following for services or products provided:

Interim Report September 2018

Page 17

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

10.RELATED PARTIES (continued)

SeptemberMarch

20182018

Related party transactions (continued)

$$

Interest paid or credited on related party balances:

NZ Silveray Group Limited - on advances

- 10,315

- 3,010

- 13,325

Other transactions:

-

276,991

- 276,991

The have been no share placement during the period ended 30 September 2018.

Key Management Personnel

SeptemberMarch

20182018

$$

Short-term employee benefits

3,422 11,324

Directors' fees

67,666 114,667

Other remuneration

114,077 180,608

185,165 306,599

11.COMMITMENTS AND CONTINGENCIES

SeptemberMarch

20182018

$$

Less than one year187,438 193,383

Between one and five years92,938 183,200

More than five years- -

Total operating lease commitments280,376 376,583

The Group has no capital commitments at 30 September 2018 (31 March 2018: Nil)

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

also leases additional viveyard land in Whangarei which is just under five hectares in area. The lease is for a term of

three years less one day and commenced 1 March 2016. The Group has also entered into operating leases for eftpos

and printing equipment with lease terms expiring in three years.

NZ Silveray Group Limited - deferred consideration payable for Distribution Right

Asset extinguished due to Distribution Rights agreement ceasing

NZ Silveray Group Limited - on deferred consideration payable for Distribution Right

Asset

Commitments for minimum lease payments in relation to non-cancellable

operating leases are payable as follows:

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:

Interim Report September 2018

Page 18

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

12.FINANCIAL INSTRUMENTS

Loans and

receivables

Financial

liabilities at

amortised cost

Total

$$$

Financial Assets:

Cash and cash equivalents522,113 - 522,113

Trade debtors and other receivables314,919 - 314,919

Related party receivables880,003 - 880,003

Total financial assets1,717,035 - 1,717,035

Financial liabilities:

Trade creditors and other payables- 188,442 188,442

Related party payables and loans41,603 - 41,603

Total financial liabilities41,603 188,442 230,045

Financial Assets:

Cash and cash equivalents665,779 - 665,779

Trade debtors and other receivables455,530 - 455,530

Related party receivables843,231 - 843,231

Total financial assets1,964,540 - 1,964,540

Financial liabilities:

Trade creditors and other payables- 396,436 396,436

Related party payables and loans391,034 - 391,034

Total financial liabilities391,034 396,436 787,470

13. INVESTMENT IN SUBSIDIARIES

Name of subsidiaryPrincipal activity

September

2018

March

2018

Vineyard and winery

51%51%

Commodity trading

100%100%

National Dairy Group Limited100%100%

51%51%

100%100%

100%100%

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

31 March 2018

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

liabilities:

Non-Trading

Manufacturing

Ownership interest and voting

rights

AFC Longview Limited

AFC International Trading Group Limited

AFC Biotechnology Manufacture Co Limited

AFC GoGlobal Education Limited

AFC Education Investment Limited

Non-Trading

Non-Trading

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.

30 September 2018

Categories of financial assets and liabilities

Interim Report September 2018

Page 19

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

13. INVESTMENT IN SUBSIDIARIES (continued)

14.SEGMENT REPORTING

International marketing and distribution

Vineyard and winery

Manufacturing

AFC Biotechnology Manufacture Co Limited which manufactures disposable face masks.

Corporate

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

segments of the Group. AFC GoGlobal Ecommerce Limited and AFC Education Investment Limited did not trade

during the period and have been included under this segment.

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

and blends of wine.

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

became non-active during the period.

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

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 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.

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

accounting policies with the parent company.

Interim Report September 2018

Page 20

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

14.SEGMENT REPORTING (continued)

For the six months ended 30 September 2018


International

Marketing

Vineyard

and winery Corporate Manufacturing

Eliminations and

adjustments

Period ended 30

September 2018

$$$$$$

Operating Income

876,069 347,547 - 421,449 - 1,645,065

Inter-segment Revenue- 314 - 432,999 (433,313)-

Other Income59,577

6,746 3,582 691

(59,786)10,810

Finance Income105 -

61,671 115

(59,172)2,719

Total Revenue935,751 354,607 65,253 855,254 552,271- 1,658,594

Operating Expenses

Finance Expense2,742 31,204

135 25,190

(59,172)99

128 - - - - 128

Depreciation

3,164 15,833 11,285 24,184 - 54,466

(168,028) (59,341) (62,119)(82,688)(11,219)(383,395)

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

4,010,349 338,805-540,920-4,890,074

Inter-segment Revenue17,076 9,087-375,360(401,523)0

Other Income42,606

5,830 89,829 5,970

(108,523)35,712

Finance Income122 19

32 406

- 579

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

Operating Expenses

Finance Expense54,345 14,248

6,151 8,871

(77,455)6,160

168,281- - - - 168,281

Depreciation

3,124 17,843 9,830 28,259 - 59,056

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

Revenue from external

customers

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

ended 30 September 2018 and 2017, respectively:

Amortisationand

impairment losses

Revenue from external

customers

Segment profit/(loss)

before tax

Segment profit/(loss)

before tax

Amortisationand

impairment losses

Interim Report September 2018

Page 21

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

14.SEGMENT REPORTING (continued)

As at 30 September 2018


International

Marketing

Vineyard

and winery Corporate Manufacturing

Eliminations and

adjustments

Period ended 30

September 2018

$$$$$$

Assets

Segment assets814,595 2,238,425 4,759,273 1,697,763 (4,639,527)4,870,529

Capital Expenditure623 5,592 10,170 - - 16,385

Segment Liabilities362,018 869,774 107,597 738,743 (1,843,030)235,102

As at 31 March 2018


International

Marketing

Vineyard

and winery Corporate Manufacturing

Eliminations and

adjustments

Year ended 31

March 2018

$$$$$$

Assets

Segment assets872,765 2,159,273 4,884,550 2,201,335 (4,616,586)5,501,337

Capital Expenditure11,543 9,504 1,119 19,589 - 41,755

Segment Liabilities395,935 833,607 170,755 1,218,481 (1,831,308)787,470

15. NET TANGIBLE ASSETS PER SHARE

SeptemberMarch

20182018

$$

Total Assets4,870,529 5,501,337

Less Intangible assets2,121 2,249

Tangible assets4,868,408 5,499,088

Less total liabilities235,102 787,470

Net tangible assets4,633,306 4,711,618

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

Net tangible assets / liabilities per share in cents0.0013 0.0013

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

2018 and 31 March 2018, respectively:

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

balances which are eliminated on consolidation.

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

Interim Report September 2018

Page 22

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018

16.CONTINGENT LIABILITIES

The Group has no contingent liabilities at 30 September 2018 (31 March 2018 : Nil)

17.EVENTS AFTER THE REPORTING PERIOD

18.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 2018

Page 23

AFC GROUP HOLDINGS LIMITED
CORPORATE INFORMATION

SOLICITORSAFC GROUP HOLDINGS LIMITED

DLA Piper New ZealandSecurity code: AFC

P O Box 160Listed on NZAX Market

Auckland 1140NZ Company number: 1799581

SHARE REGISTRAR HEAD OFFICE / REGISTERED OFFICE

Computershare Investor Services Limited AFC Group Holdings Limited

Private Bag 92119245 Ti Rakau Drive

Level 2, 159 Hurstmere RoadBurswood

TakapunaAuckland 2013

Auckland 1142

TELEPHONE

ACCOUNTANTS 64-9-930-0245

RSM New Zealand (Auckland)

PO Box 204276WEBSITE

Level 2, Building 5www.afcnz.com

60 Highbrook Drive, Highbrook

Auckland 2013

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 2018

Page 24

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.

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