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AFC Interim Condensed Consolidated Financial Statements

Earnings Results9 December 2019AFCFinancials

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

1/245 Ti Rakau Drive

Burswood

Auckland

Ph: +64 (09) 930-0245

AFC announces the availability of its Interim Condensed Consolidated Financial

Statements

AFC Group Holdings Limited releases its Interim Condensed Consolidated

Financial Statements for The Six Month Period Ended 30 September 2019.

On behalf of the Board of Directors

Hao Long

Director

09/12/2019

For Further Information

Please contact Mr Howard Long

howard.long@afcnz.com

+64- 21- 244-8000

---

AFC GROUP HOLDINGS LIMITED
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED REPORT CONTENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

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 - 24

Corporate Information25


Interim Report September 2019

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.

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 Limited. 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.

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 research and

development, purchasing and 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.

Interim Report September 2019

Page 2

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

Unaudited Unaudited

6 Months6 Months

September 2019

September 2018

$$

Operating Revenue739,664 1,645,065

Cost of Sales(418,157)(741,080)

Gross profit321,507 903,985

Other Income23,679 10,810

Expenses

Selling and Distribution Expenses(166,074)(435,703)

Administration Expenses(458,617)(559,952)

(279,505)(80,860)

Finance Income

182 2,719

Finance Expense

(24,367)(99)

(24,185)2,620

Profit / (Loss) before income tax(303,690)(78,240)

Income tax- (200)

Net profit / (loss) for the period(303,690)(78,440)

Other comprehensive income

- -

Total comprehensive income / (loss) for the period(303,690)(78,440)

Equity holders of the parent(138,585)

(87,824)

Non-controlling interest(165,105)

9,384

(303,690)(78,440)

Profit / (loss) per share:

Basic earnings per share (cents per share)

(0.00008)(0.00002)

Diluted earnings per share (cents per share)

(0.00008)(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

24.

Interim Report September 2019

Page 4

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

Issued

Share

Capital

Accumulated

Loss

Equity

Holders

Non-

Controlling

Interests

Total

$ $ $ $ $

Balance as at 1 April 201828,679,503 (25,119,291) 3,560,212 1,153,655 4,713,867

.

Comprehensive income

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

Other comprehensive income- - - - -

Total comprehensive income

- (87,824) (87,824) 9,384 (78,440)

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

Balance as at 1 April 201828,679,503 (25,119,291) 3,560,212 1,153,655 4,713,867

Comprehensive income

Net loss for the financial year- (583,177) (583,177) (396,971) (980,148)

Other comprehensive income- - - - -

Total comprehensive income

- (583,177) (583,177) (396,971) (980,148)

Balance as at 31 March 2019 (audited)28,679,503 (25,702,468) 2,977,035 756,684 3,733,719

Comprehensive income

Net loss for the financial period- (138,585) (138,585) (165,105) (303,690)

Other comprehensive income- - - - -

Total comprehensive income/(loss)- (138,585) (138,585) (165,105) (303,690)

Balance as at 30 September 2019 (unaudited)28,679,503 (25,841,053) 2,838,450 591,579 3,430,029

The interim financial statements are to be read in conjunction with the notes to the financial statements set out on pages 8 to 24.

Interim Report September 2019

Page 5

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

Unaudited Unaudited

6 Months6 Months

September 2019 September 2018

Note

$$

Cash flows from operating activities

Cash was received from:

Receipts from customers 766,376 1,785,676

Receipts from related parties691,581 3,972

Interest received182 2,719

Other receipts23,679 10,810

Cash was applied to:

Payments to suppliers and employees(1,133,899)(1,531,680)

Payments to related parties(91,805)(349,431)

Interest paid- (99)

Leases interest(24,367)-

Net cash inflow/(outflow) from operating activities231,747 (78,033)

Cash flows from investing activities

Cash was received from:

Proceeds from disposal of property, plant and equipment

1,530 -

Cash was applied to:

Purchase of property, plant and equipment7(4,179)(16,385)

Net cash outflow from investing activities(2,649)(16,385)

Cash flows from financing activities

Cash was applied to:

Payments for lease liabilities principal

(66,463)-

Payments to related parties- (40,744)

Net cash outflow from financing activities(66,463)(40,744)

162,635 (135,162)

Foreign currency translation adjustment

(25,658)(8,504)

Cash and cash equivalents at the beginning of the period

240,645 665,779

Cash and cash equivalents at the end of the period

4377,622 522,113

Net increase/(decrease) in cash and cash equivalents

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

24.

Interim Report September 2019

Page 7

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

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

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

2019, except for those that relate to new standards and interpretations effective for the first time for periods beginning

on (or after) 1 April 2019 and will be adopted in the 2020 annual financial statements.

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 2019 have been applied to these Interim Consolidated

Financial Statements.

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 and its ordinary shares are quoted on the NZX main

board equity security market (NZX main market) 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 2019 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 also operates in the winery

and vineyard industry which 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 consolidated interim financial statements have been prepared in accordance with NZ GAAP. These

consolidated interim 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 2019.

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.

Interim Report September 2019

Page 8

26/11/2019

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

1.ACCOUNTING POLICIES (continued)

1.5

New standards and interpretations adopted in the current period

Adoption of NZ IFRS 16 Leases

NZ$

Operating lease commitment at 31 March 2019912,267

Effect of discounting those lease commitments at an annual rate of 8.32%(129,668)

Effect of electing to accounts for short-term and low value leases off balance sheet(1,857)

Lease liability at 1 April 2019780,742

The weighted average incremental borrowing rate applied to discount the lease liabilities on 1 April 2019 was 8.32%.

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

Leases of low value assets; and

Leases with a term of 12 months or less.

When the group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a

lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect

the payments to make over the revised term, which are discounted at the same discount rate that applied on lease

commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease

payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying

value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease

term.

The company has adopted the requirements of NZ IFRS 16 from 1st April 2019. As a result, right-of-use assets of

$780,742 and lease liabilties of $780,742 were recognised as at 1st April 2019. The Group transitioned to IFRS 16 in

accordance with the modified restrospective approach. The prior-year figures were not adjusted.

In applying the modified retrospective approach, the Group has taken advantage of the practical expedient, where a

single discount rate has been applied to portfolios of leases with reasonably similar characteristics.

The aggregate lease liability recognised in the statement of financial position at 1 April 2019 and the group’s operating

lease commitment at 31 March 2019 can be reconciled as follows:

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term,

with the discount rate determined using the group’s incremental borrowing rate on commencement of the lease.

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the

balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line

basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to

be shorter than the lease term.

Right of use assets have been initially measured at the amount of the lease liability.

Interim Report September 2019

Page 9

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

2. INCOME TAX

3.AUTHORISED AND ISSUED SHARE CAPITAL

Shares Issued

Balance as at 31 March 2019

No.$

Ordinary shares

Balance at 1 April 2018

Ordinary shares on issue

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

Treasury shares

(37,082)(74)

Ordinary shares on issue at 1 April 2018 excluding treasury shares

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

Movement for 2019 financial year

Ordinary shares authorised and issued

- -

Ordinary shares on issue at 31 March 2019

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

Movement to 30 September 2019

Ordinary shares authorised and issued

- -

Ordinary shares on issue at 30 September 2019 excluding treasury shares

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

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.

The Group has tax losses of $2,045,933 bought forward from 31 March 2019. 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 2019 (September 2018: Nil).

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 2018: 28%)

Interim Report September 2019

Page 10

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

4.CASH AND CASH EQUIVALENTS

SeptemberMarch

20192019

$$

Cash at bank and on hand377,622 240,645

Total cash and cash equivalents

377,622 240,645

5.INVENTORIES

SeptemberMarch

20192019

$$

Work in progress

151,915 94,273

Finished goods

1,163,208 1,189,163

Provision for inventory

(54,375)(76,019)

Total Inventories

1,260,748 1,207,417

Provision of closing stock

Opening provision of closing stock

(76,019)(124,885)

Reversal of opening provision for inventory

22,553 68,300

Charged to profit and loss

(909)(19,434)

Closing provision for closing stock

(54,375)(76,019)

6.

TRADE, OTHER AND RELATED PARTY RECEIVABLES

SeptemberMarch

20192019

Note

$$

Trade receivables - third parties75,433 162,357

Trade receivables - related parties

11

176,400 812,304

Allowance for impairment losses(250)(60,462)

Total trade receivables

251,583 914,199

Other related party receivables

11

- 55,677

Total trade and related party receivables

251,583 969,876

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

floating rates on daily deposit balances.

There has been $909 charged to the profit and loss for inventory in the current year and there is $54,375 has been

written down to net realisable value (March 2019: $76,019). 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 2019

Page 11

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

6.

TRADE, OTHER AND RELATED PARTY RECEIVABLES (continued)

SeptemberMarch

20192019

$$

Movement in the allowance for impairment losses

Opening Balance 1 April

60,462 35,085

(60,212)25,377

250 60,462

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 11.

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.

(Decrease)/Increase in provision

Closing Balance 30 September/31 March

Interim Report September 2019

Page 12

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

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 2019

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 - 8,599 - 12,168 1,178 - 25,978

Disposal- - - (410)- (188)- - (598)

Cost as at 31 March 2019

320,000 905,199 50,000 447,775 98,744 30,252 205,591 80,000

2,137,561

Accumulated Depreciation

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

- (2,591)- (52,599) (16,208) (8,773) (23,612) (5,134)(108,917)

Disposal

- - - 274 - - - - 274

- (5,578)- (143,167) (56,221) (19,288) (67,763) (16,684)

(308,701)

Carrying Amount

Cost 320,000 905,199 50,000 447,775 98,744 30,252 205,591 80,000

2,137,561

- (5,578)- (143,167) (56,221) (19,288) (67,763) (16,684)(308,701)

320,000 899,621 50,000 304,608 42,523 10,964 137,828 63,316

1,828,860

As at 30 September 2019

Cost

Cost as at 1 April 2019320,000 905,199 50,000 447,775 98,744 30,252 205,591 80,000 2,137,561

Additions - - - 3,677 - 502 - - 4,179

Disposal- - - (417)- - - - (417)

Cost as at 30 September 2019

320,000 905,199 50,000 451,035 98,744 30,754 205,591 80,000

2,141,323

Accumulated Depreciation

- (5,578)- (143,167) (56,221) (19,288) (67,763) (16,684)(308,701)

- (1,218)- (23,238) (7,096) (2,804) (10,162) (2,374)(46,892)

- - - 263 - - - - 263

- (6,796)- (166,142) (63,317) (22,092) (77,925) (19,058)

(355,330)

Carrying Amount

Cost 320,000 905,199 50,000 451,035 98,744 30,754 205,591 80,000

2,141,323

- (6,796)- (166,142) (63,317) (22,092) (77,925) (19,058)(355,330)

320,000 898,403 50,000 284,893 35,427 8,662 127,666 60,942 1,785,993

Accumulated Depreciation at 1

April 2019

Depreciation charge for the

period

Accumulated Depreciation at

30 September 2019

Accumulated Depreciation

Carrying Amount 30

September 2019

Disposal

Accumulated Depreciation at 1

April 2018

Depreciation charge for the year

Accumulated Depreciation at

31 March 2019

Accumulated Depreciation

Carrying Amount 31 March

2019

Interim Report September 2019

Page 13

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

8.RIGHT-OF-USE ASSETS

8.1Right-of-use assets

Buildings

At 1 April 2019

-

Effect on adoption of NZ IFRS 16

780,742

Depreciation

(75,246)

At 30 September 2019

705,496

8.2Lease liabilities

At 1 April 2019

-

Effect on adoption of NZ IFRS 16

780,742

Lease interest

24,367

Lease payments

(90,830)

At 30 September 2019

714,279

Lease liabilities

Current lease liabilities

140,535

Non-current lease liabilities

573,744

Total lease liabilities

714,279

9.INTANGIBLE ASSETS

Goodwill Brands Trademarks

Distribution Right

Asset Total

$$$$$

Year ended 31 March 2019

Cost

Cost as at 1 April 2018

495,785 31,161 2,550 454,467

983,963

Additions- - - - -

Disposals- - (1,050)- (1,050)

Cost as at 31 March 2019495,785 31,161 1,500 454,467 982,913

Accumulated Amortisation

- - (301)(340,843)(341,144)

- - (150)- (150)

Disposals- - 109 - 109

- - (342)(340,843)(341,185)

Accumulated Impairment

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

- - - - -

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

Accumulated amortisation 1 April

2018

Accumulated amortisation as at

31 March 2019

Amortisation for the year

The group leases two properties in the New Zealand. The periodic rent is fixed over the lease term for both the

property leases.

Accumulated amortisation 1 April

2018

Impairment for the

Accumulated impairment as at 31

March 2019

Interim Report September 2019

Page 14

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

9.INTANGIBLE ASSETS (continued)

Goodwill Brands Trademarks

Distribution Right

Asset Total

$$$$$

Year ended 31 March 2019 (continued)

Carrying Amount

Cost

495,785 31,161 1,500 454,467

982,913

- - (342)(340,843)(341,185)

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

- - 1,158 - 1,158

Period ended 30 September 2019

Cost

Cost as at 1 April 2019

495,785 31,161 1,500 454,467

982,913

Additions - - - - -

Cost as at 30 September 2019495,785 31,161 1,500 454,467 982,913

Accumulated Amortisation

- - (342)(340,843)(341,185)

- - (75)- (75)

- - (417)(340,843)(341,260)

Accumulated Impairment

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

- - - - -

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

Carrying Amount

Cost 495,785 31,161 1,500 454,467 982,913

- - (417)(340,843)(341,260)

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

- - 1,083 - 1,083

Carrying Amount 31 March 2019

Accumulated impairment

Accumulated amortisation

Amortisation and impairment charges of $75 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 2019 financial year, the

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

trading.

Accumulated Impairment 1 April

2019

Impairment for the period

Accumulated impairment as at 30

September 2019

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

as at 30 September 2019 (31 March 2019: $nil).

Accumulated impairment

Carrying Amount 30 September

2019

Accumulated amortisation 1 April

2019

Amortisation for the period

Accumulated amortisation as at

30 September 2019

Accumulated amortisation

Interim Report September 2019

Page 15

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

10.TRADE, OTHER AND RELATED PARTY PAYABLES

SeptemberMarch

20192019

Note$$

Trade payables

40,600 111,763

Accruals

81,324 150,361

Related party payables

11 282,455 374,260

Other payables

31,853 17,201

436,232 653,585

11.RELATED PARTIES

Related Parties:

Australasian International Group Limited

Bo Xian Cao

E Way Holdings Group Limited

E Way Trading Limited

KWXS Trading Limited

NZ Silveray Group Limited

Company associated to company's major shareholder

Company's major shareholder

NZ Guangdong Business Development Corporation

Limited

New Zealand Asia-Pacific Cultural Exchange Centre

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 with director Mr Hao Long

Hao Long

Company associated with Shuang Xia, director of subsidiary

Guangdong Sanjiang Industry Development Limited

Guangdong Farmside International Trading Co.

Limited

Director of company and subsidiaries

Company associated to company's major shareholder

Federation of New Zealand Shenzhen Societies Inc.

Company associated to company's major shareholder

Company associated to company's major shareholder

Company associated with director, Mr Bo Xian Cao

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

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

Company associated with director, Mr Bo Xian Cao

New Zealand Fantasy Angel Biotechnology Limited Company associated with director, Mr Bo Xian Cao

Company associated with director, Mr Bo Xian Cao

Guangdong Yinrui Investment & Management

Company

Howard & Co Consulting and Advisory Services

Limited

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

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

New Zealand National Trade Limited

Interim Report September 2019

Page 16

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

11.RELATED PARTIES (continued)

Related Parties: (continued)

Qiang Li

Shuang Xia

Super Life NZ Ltd

Tongqu Trading Group Limited

Yang Xia

Yinrui Shen

Related party balances

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

SeptemberMarch

20192019

Related Party Receivables

$$

Australasian International Group LimitedSale of products- 483

176,400 808,513

KWXS Trading LimitedAdvances- 132

Super Life NZ Limited Sale of products- 58,853

176,400 867,981

SeptemberMarch

20192019

Related Party Payables

$$

Australasian International Group Limited Purchase of goods271,314 207,006

- 157,212

- 4,101

5,200 -

NZ Silveray Group Limited4,983 4,983

Tongqu Trading Group Limited958 958

282,455 374,260

Guangdong Yinrui Investment & Management

Company

Advances

Company associated to company's major shareholder

Management fee

GuangdongFarmsideInternationalTradingCo.

Limited

Nature of Transactions

Director of company

Company associated with director, Mr Zilei Wang

Shareholder of company

Nature of Transactions

Director fee

Purchaseofgoodsand

services

Guangdong Silver Fern Network Technology Co.

Limited

Director of company and subsidiary

Sale of products Guangdong Farmside International Trading Co.

Limited

Purchase of goods and

services

Director of subsidiary

The related parties receivables and payables are unsecured, non-interest bearing 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.

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

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

advanced up to $600,000 and at 8.32% for amounts advanced over $600,000. No interest is charged on the

management fee balance payable as at 30 September 2019 and 31 March 2019.

Interim Report September 2019

Page 17

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

11.RELATED PARTIES (continued)

SeptemberMarch

20192019

Related party transactions

$$

Sales of products or services provided to the following:

Australasian International Group Limited (sales of products)

653 109,262

E Way Holdings Group Limited

2,551 7,912

E Way Trading Limited

18,900 31,146

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

176,400 943,546

- 790

KWXS Trading Limited

- 115

New Zealand Asia-Pacific Cultural Exchange Centre Limited

- 788

New Zealand Fantasy Angel Biotechnology Limited

9,449 -

New Zealand Guangdong General Association of Commerce Inc.

- -

NZ Silveray Group Limited

- 2,646

Super Life NZ Limited (sales of products)

- -

207,953 1,096,205

Expenses repaid/recharged on behalf of the Group:

Guangdong Farmside International Trading Co. Ltd1,779 23,808

Guangdong Silver Fern Network Technology Co. Limited

- 6,087

Guangdong Yinrui Investment & Management Company Limited

6,909 7,257

Other related parties

2,726 12,109

11,414 49,261

Australasian International Group Limited (purchase of goods) 270,798 667,886

Australasian International Group Limited (marketing services) - 509,610

E Way Holdings Group Limited

10,000 20,000

Guangdong Farmside International Trading Co. Limited (purchase of goods)954 215,823

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

Guangdong Yinrui Investment & Management Company9,826 9,423

15,000 20,000

New Zealand Asia-Pacific Cultural Exchange Centre Limited2,044 5,378

New Zealand National Trade Limited- 1,250

NZ Silveray Group Limited16,000 32,000

324,622 1,483,677

Interest received or debited on related party balances:

Guangdong Farmside International Trading Co. Limited

87 187

NZ Silveray Group Limited

- 844

87 1,031

The have been no share placement during the period ended 30 September 2019.

Purchases from the following for services or products provided:

Howard & Co Consulting and Advisory Services Limited

Howard & Co Consulting and Advisory Services Limited

Interim Report September 2019

Page 18

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

11.RELATED PARTIES (continued)

Key Management Personnel

SeptemberMarch

20192019

$$

Short-term employee benefits

1,681 6,282

Directors' fees

32,500 64,167

Other remuneration

56,024 209,423

90,205 279,872

12.COMMITMENTS AND CONTINGENCIES

The Group has no capital commitments at 30 September 2019 (31 March 2019: Nil)

13.FINANCIAL INSTRUMENTS

Financial

asset at

amortised

cost

Financial

liabilities at

amortised cost

Total

$$$

Financial Assets:

Cash and cash equivalents377,622 - 377,622

Trade debtors and other receivables75,183 - 75,183

Related party receivables176,400 - 176,400

Total financial assets629,205 - 629,205

Financial liabilities:

Trade creditors and other payables- 153,777 153,777

Related party payables and loans- 282,455 282,455

Lease liabilities- 714,279 714,279

Total financial liabilities- 1,150,511 1,150,511

Financial Assets:

Cash and cash equivalents240,645 - 240,645

Trade debtors and other receivables101,895 - 101,895

Related party receivables867,981 - 867,981

Total financial assets1,210,521 - 1,210,521

Categories of financial assets and liabilities

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

liabilities:

30 September 2019

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:

31 March 2019

Interim Report September 2019

Page 19

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

13.FINANCIAL INSTRUMENTS (continued)

Financial

asset at

amortised

cost

Financial

liabilities at

amortised cost

Total

$$$

Financial liabilities:

Trade creditors and other payables- 279,325 279,325

Related party payables and loans- 374,260 374,260

Total financial liabilities- 653,585 653,585

14. INVESTMENT IN SUBSIDIARIES

Name of subsidiaryPrincipal activity

September

2019

March

2019

Vineyard and winery

51%51%

Commodity trading

100%100%

National Dairy Group Limited100%100%

51%51%

100%100%

100%100%

15.SEGMENT REPORTING

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.

Categories of financial assets and liabilities (continued)

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

31 March 2019

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

liabilities:

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

accounting policies with the parent company.

Non-Trading

Non-Trading

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

Interim Report September 2019

Page 20

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

15.SEGMENT REPORTING (continued)

International marketing and distribution

Vineyard and winery

Manufacturing

AFC Biotechnology Manufacture Co Limited which manufactures disposable face masks.

Corporate

For the six months ended 30 September 2019


International

Marketing

Vineyard

and winery Corporate Manufacturing

Eliminations and

adjustments

Period ended 30

September 2019

$$$$$$

Operating Income

6,059 28,622 - 704,983 - 739,664

Inter-segment Revenue47 391 - (2,677)2,239 -

Other Income27,826

7,460 32,285 1,911

(45,803)23,679

Finance Income87 4

71,983 85

(71,977)182

Total Revenue34,019 36,477 104,268 704,302 (115,541)763,525

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

ended 30 September 2019 and 2018, respectively:

Revenue from external

customers

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

was not trading during the period.

Interim Report September 2019

Page 21

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

15.SEGMENT REPORTING (continued)

For the six months ended 30 September 2019 (continued)


International

Marketing

Vineyard

and winery Corporate Manufacturing

Eliminations and

adjustments

Period ended 30

September 2019

$$$$$$

Operating Expenses

Finance Expense8,883 38,892

11,199 37,370

(71,977)24,367

75 - - - - 75

Depreciation

2,750 14,005 9,943 20,194 - 46,892

15,779 - 37,484 21,983 - 75,246

(27,091) (165,910) 60,671 (171,038)(322)(303,690)

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

(24,252) 42,985 (62,119)(23,835)(11,219)(78,440)

Revenue from external

customers

Segment profit/(loss)

before tax

Segment profit/(loss)

before tax

Amortisationand

impairment losses

Depreciation ofright-of-

use assets

Amortisationand

impairment losses

Interim Report September 2019

Page 22

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

15.SEGMENT REPORTING (continued)

As at 30 September 2019


International

Marketing

Vineyard

and winery Corporate Manufacturing

Eliminations and

adjustments

Period ended 30

September 2018

$$$$$$

Assets

Segment assets400,617 1,959,500 5,614,096 1,789,179 (5,182,852)4,580,540

Capital Expenditure- 2,697 502 980 - 4,179

Segment Liabilities95,201 1,130,614 917,525 1,456,638 (2,449,467)1,150,511

As at 31 March 2019


International

Marketing

Vineyard

and winery Corporate Manufacturing

Eliminations and

adjustments

Year ended 31

March 2018

$$$$$$

Assets

Segment assets235,182 2,156,693 4,777,728 1,748,211 (4,530,510)4,387,304

Capital Expenditure623 10,965 12,723 1,667 - 25,978

Segment Liabilities(97,324) 1,161,897 141,828 1,244,632 (1,797,448)653,585

16. NET TANGIBLE ASSETS PER SHARE

SeptemberMarch

20192019

$$

Total Assets4,580,540 4,387,304

Less Intangible assets1,083 1,158

Tangible assets4,579,457 4,386,146

Less total liabilities1,150,511 653,585

Net tangible assets3,428,946 3,732,561

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

Net tangible assets / liabilities per share in cents0.0009 0.0010

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

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

2019 and 31 March 2019, respectively:

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

balances which are eliminated on consolidation.

Interim Report September 2019

Page 23

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2019

17.CONTINGENT LIABILITIES

The Group has no contingent liabilities at 30 September 2019 (31 March 2019 : Nil)

18.EVENTS AFTER THE REPORTING PERIOD

19.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 2019

Page 24

AFC GROUP HOLDINGS LIMITED
CORPORATE INFORMATION

SOLICITORSAFC GROUP HOLDINGS LIMITED

Buddle Findlay New Zealand LawyersSecurity code: AFC

P O Box 1433Listed on NZX Market

Auckland 1140NZ Company number: 1799581

SHARE REGISTRAR HEAD OFFICE / REGISTERED OFFICE

Computershare Investor Services Limited AFC Group Holdings Limited

Level 2, 159 Hurstmere Road245 Ti Rakau Drive

Private Bag 92-119Burswood

Auckland 1142Auckland 2013

ACCOUNTANTS TELEPHONE

RSM New Zealand (Auckland)64-9-930-0245

PO Box 204276

Level 2, Building 5

60 Highbrook Drive, HighbrookWEBSITE

Auckland 2013www.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 2019

Page 25

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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