AFC releases Annual Report for the year ended 31 March 2020
AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT 2020
FOR THE YEAR ENDED 31 MARCH 2020
AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT CONTENTS
FOR THE YEAR ENDED 31 MARCH 2020
Page
Directors' Profiles
2
Directors' Report
3
Corporate Governance Statement4 - 5
AFC Longview Limited6
AFC International Trading Group Limited 7
National Dairy Group Limited 8
AFC Biotechnology Manufacture Co Limited 9
AFC GoGlobal Ecommerce Limited 10
AFC Education Investment Limited 10
Financial Statements 11
Consolidated Statement of Comprehensive Income 12
Consolidated Statement of Changes in Equity 13
Consolidated Statement of Financial Position 14
Consolidated Statement of Cash Flows15
Notes to the Consolidated Financial Statements 16 - 54
Independent Auditor's Report55 - 57
Shareholder and Statutory Information58 - 61
Corporate Information62
AFC Group Holdings Limited Annual Report 2020
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.ZileiWanggraduatedfromShanghai
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.
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.
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.
AFC Group Holdings Limited Annual Report 2020
Page 2
AFC GROUP HOLDINGS LIMITED
Hao Long
Director
DIRECTORS' REPORT
The 2020 year has been an opportunities and challenges year for the AFC Group Holdings Ltd and its
subsidiaries (“AFC”). The Covid-19 has also brought unprecedented shocks to AFC and rest of the world.
However, AFC will continue to seize the opportunities to deliver high-quality products and services to New
Zealand, Australia and the Chinese market.
AFC Longview Limited (“AFCLV”) actively participated in different wine exhibitions, such as the New Zealand
biggest wine event Winetopia. In addition, Longview Estate Pinot Noir 2018 won the Bronze medal of the New
Zealand Wine of the year 2019. To notice that, the White Diamond vines, which exceeds 50 years in the
AFCLV, has been recognised as Notable trees of New Zealand. During the year, AFCLV continues to improve
its brand recognition and explored more online sales channels, such as Jingdong International, WABA and
other local communities channels.
Most recently, AFC group had worked closely with China Anhui Import Food Industrial Park and officially
launched a new B2B2C global food e-commerce platform which called “EFOODLINE” in July 2020. The
“EFOODLINE” is an integrates online virtual reality (VR) mall and offline brand exhibition hall, which fully utilise
5G service, live streaming, VR, and other high technology. AFC believed that the launch of the new platform
would accelerate the sales of AFC. Nevertheless, AFC Group had also actively undertaken the corporate
social responsibilities by donating 10,000 disposal surgical masks to different NZ Health organisations and
local communities during the COVID-19 period.
The focus over the coming year will remain diligently managing through the COVID-19 impacts, as well as the
challenging and changing market. The group will continue to build on the strong relationship with customers to
ensure the income stream remains positive. Last but not least AFC will continue to become a bridge between
China and New Zealand, to create more value and revenue for the shareholders and stakeholders and to
support local communities as usual.
AFC Biotechnology Manufacture Co Ltd (“AFCBIO”) focused on the enlarge online distribution sales channels
to sell DDMASK cosmetic face mask. AFCBIO first invited Viya, who is one of the top internet celebrity, to
promote DDMASK. Within 10 minutes of livestreaming sales, DDMASK had sold close to 14,000 boxes. It has
become the beginning of AFCBIO livestreaming sales. Furthermore, AFCBIO built up its own sales channels
via different online platforms, such as the DDMASK Tmall flagship store and DDMASK WeChat official sales
platform. Typically, during the “618”, Double Eleven, Chinese New Year, these events increased mask sales
rapidly. Meanwhile, AFCBIO updated its sales policies, which improve the receivable turnover rate and
financial conditions.
AFC Group Holdings Limited Annual Report 2020
Page 3
AFC GROUP HOLDINGS LIMITED
Meetings
Attended
Meetings Held
Yang Xia
44
44
44
Qiang Li
44
44
AUDIT COMMITTEE
Yang Xia
Qiang Li
Zilei Wang
Female Male Female Male
Directors-5-5
Officers3131
CORPORATE GOVERNANCE STATEMENT
Profiles of the individual Directors can be found on
page 2.
A breakdown of the gender composition of directors
and officers as at the Company's balance date,
including comparative figures is shown below:
The Board met 4 times during the year and received
papers, including regular reports from management,
to read and consider before each meeting. The
Board is provided at all times with accurate timely
information on all aspects of AFC’s operations and is
kept informed of key risks to AFC on a continuing
basis.
In addition, the Board meets whenever necessary to
deal with specific matters needing attention between
scheduled meetings, including a number of meetings
to consider various opportunities. These meetings
are not included in the numbers below.
Board Members
Hao Long
Bo Xian Cao
The AFC Audit Committee has been established to
focus on audit and risk management and specifically
addresses responsibilities relative to financial
reporting and regulatory conformance.
Non-Executive (Chair)
Non-Executive
Executive
Independent
Bo Xian Cao
Zilei Wang
The Audit Committee held and attended 4 meetings
during the year and comprised of the following
members:
The Board of Directors (“the Board”) of AFC Group
Holdings Limited (“AFC” or “the Company”)
recognises the need for strong corporate
governance practices and has adopted a
comprehensive corporate governance code.
The Board believes that the corporate governance
structures and practices encourage the creation of
value for AFC shareholders whilst ensuring the
highest standards of ethical conduct and providing
accountability and control systems commensurate
with the risks involved.
ROLE AND COMPOSITION OF THE BOARD
The Board is responsible for the direction and
control of AFC and is accountable to shareholders
and others for AFC’s performance and its
compliance with applicable laws, regulations and
standards.
AFC offers shareholders an experienced Board with
skills across a number of industries and disciplines.
The AFC Constitution requires a minimum of three
Directors. The Board elects a Chairman whose
primary responsibility is the efficient functioning of
the Board.
For 31 March 2020, the Board comprised of the
following directors:
The Audit Committee is accountable for ensuring the
performance and independence of the external
auditors and also makes recommendations to the
Board. The committee met twice during the year.
Bo Xian Cao (Chairman)
Qiang Li
Zilei Wang
ETHICAL CONDUCT
AFC has adopted a policy of business ethical conduct
that is designed to formalise its commitment to high
standards of ethical conduct and to provide all
Directors and representatives with clear guidance on
those standards. These are governed by its Code of
Ethics, Conflicts of Interest Policy and its Insider
Trading Policy.
Hao Long
Independent
20202019
AFC Group Holdings Limited Annual Report 2020
Page 4
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT CONTINUED
OTHER COMMITTEES
SHAREHOLDER INFORMATION
AFC’s Code of Ethics details the ethical and
professional behavioural standards required of the
Directors and other officers. The code also provides
the means for proactively addressing and resolving
potential ethical issues.
The Conflicts of Interest Policy details the process
to be adopted for identifying conflicts of interest and
the actions that should be taken.
The Code of Ethics and Conflicts of Interest Policy
are available for the shareholders upon request.
The Board recognises the importance of providing
comprehensive and timely information to
shareholders.
Due to the importance of nomination and
remuneration matters the Board as a whole
addresses these and consequently there is no
separate Nomination or Remuneration Committee.
AFC maintains a website for shareholders,
www.afcnz.com. Shareholder reports, market
announcements, copies of Annual Reports,
presentations, press releases and news articles, as
well as performance data, are posted on the
website.
AFC Group Holdings Limited Annual Report 2020
Page 5
AFC GROUP HOLDINGS LIMITED
AFC LONGVIEW LIMITED
Longview Estate was established by the Vuletich family in 1969. Longview Estate Wines pioneered wine-
growing in Whangarei. Longview is the oldest commercially operating vineyard in northern New Zealand with a
total area of 4.22 hectares of vines. The Winery produces a series of wines with annual output of 16,000 litres.
Varieties include Merlot, Cabernet Franc, Malbec, Syrah, Chardonnay, White Diamond and Gewürztraminer.
The major wines are Reserve Gewurztraminer, Chardonnay, White Diamond, Merlot Cabernet Franc Malbec-
Syrah and Gumdiggers Port. White Diamond is the unique product in New Zealand. White Diamond grapes
produce a sweet fragrant, fruity wine, with an intense grape flavour. “Once tasted never forgotten”.
AFC Group Holdings Limited Annual Report 2020
Page 6
AFC GROUP HOLDINGS LIMITED
AFC INTERNATIONAL TRADING GROUP LIMITED
AFC International Trading Group Limited (AFCIT) was setup to purchase products in New Zealand and to
export these to China. The company involves in sourcing food products, health supplement products and
cosmetic products in New Zealand and export to China. The Company was not purchased any new products
and continued to sell the remaining stocks during the year.
AFC Group Holdings Limited Annual Report 2020
Page 7
AFC GROUP HOLDINGS LIMITED
NATIONAL DAIRY GROUP LIMITED
National Dairy Group Limited (NDG) is involved in research and development, manufacturing and
management. All NDG products pass the qualification of GMP (Good Manufacturing Practice) in New
Zealand. NDG is a wholly owned subsidiary of AFC Group Holdings Limited (AFC), NDG owns the “ Morning
“ brand plus other brands. Its products are sold across New Zealand, Australia and China. NDG promotes
natural health and scientific nutrition so it is able to provide its customers with high quality health food. The
company has not traded and have not performed any research and development activities during the year.
AFC Group Holdings Limited Annual Report 2020
Page 8
AFC GROUP HOLDINGS LIMITED
AFC Biotechnology Manufacture Co Limited started production in July 2016. The designed annual capacity of
the production line is 7 million sheets of cosmetic facial mask. With the most advanced face mask production
line in New Zealand, the company adopts GMP standard and operates in a dust-free work shop. The
Company sells both in New Zealand and exports primarily to China.
AFC BIOTECHNOLOGY MANUFACTURE CO. LIMITED
AFC Group Holdings Limited Annual Report 2020
Page 9
AFC GROUP HOLDINGS LIMITED
AFC EDUCATION INVESTMENT LIMITED
AFC Education Investment Limited (AFCEI) was established to acquire and reconstruct for educational
institutes. It will integrate the educational resources and models of studying abroad between China and
New Zealand. The company was not trading during the year.
AFC GOGLOBAL ECOMMERCE LIMITED
GoGlobal is designed to be a platform which specialises in the sale of quality New Zealand and Australian
products to China. This easy to use international platform allows producers and retailers to access the vast
Chinese market with ease. The sellers can control their own prices, inventory, and all other aspects of the
marketing and sales process from New Zealand. The company was not trading during the year.
AFC Group Holdings Limited Annual Report 2020
Page 10
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2020
20202019
Notes
NZ$ NZ$
Operating Revenue2 1,234,931 2,602,043
Cost of Sales(1,065,013) (1,436,205)
Gross profit169,918 1,165,838
Other Income2 90,730 20,820
Expenses
Selling and Distribution Expenses3 (386,901) (957,643)
Administration Expenses3 (1,055,376) (1,187,412)
Reversal/(Impairment loss) on trade receivables9 60,004 (25,377)
(1,121,625) (983,774)
Finance Income
2 195 3,726
Finance Expense
3 (49,123)(100)
(48,928)3,626
Loss before income tax(1,170,553) (980,148)
Income tax expenses4 - -
Loss for the year(1,170,553)(980,148)
Other comprehensive income
- -
Total comprehensive loss for the year(1,170,553) (980,148)
Loss and total comprehensive loss attributable to:
Equity holders of the parent(615,550) (583,177)
Non-controlling interest
7
(555,003) (396,971)
(1,170,553) (980,148)
Loss per share:
Basic and Diluted Earning per share in NZ$
5 (0.00017) (0.00016)
Operating loss
The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 54.
AFC Group Holdings Limited Annual Report 2020
Page 12
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2020
Notes
Issued
Share
Capital
Accumulated
Losses
Equity
Holders of
the Parent
Non-
Controlling
Interests
Total
NZ$ NZ$ NZ$ NZ$ NZ$
Balance as at 1 April 2018
6
28,679,503 (25,119,291) 3,560,212 1,153,655 4,713,867
Net loss for the financial year
7
-(583,177) (583,177) (396,971) (980,148)
Other comprehensive income-----
Total comprehensive loss
-(583,177) (583,177) (396,971) (980,148)
Balance as at 31 March 201928,679,503 (25,702,468) 2,977,035 756,684 3,733,719
Net loss for the financial year
7
-(615,550) (615,550) (555,003) (1,170,553)
Other comprehensive income-----
Total comprehensive loss
-(615,550) (615,550) (555,003) (1,170,553)
Balance as at 31 March 202028,679,503 (26,318,018) 2,361,485 201,681 2,563,166
The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 54.
AFC Group Holdings Limited Annual Report 2020
Page 13
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2020
20202019
Notes
NZ$ NZ$
Cash flows from operating activities
Cash was received from:
Receipts from customers 1,163,544 2,955,678
Receipts from related parties584,232 -
Interest received195 3,726
Other receipts90,730 20,820
Cash was applied to:
Payments to suppliers and employees(1,716,258) (3,333,134)
Payments to related parties(223,159)(41,524)
Interest paid(1,825)(100)
Lease interest
13
(47,298)-
Net cash outflow from operating activities
18
(149,839) (394,534)
Cash flows from investing activities
Cash was received from:
Proceeds from disposal of property, plant and equipment
2,421 1,058
Cash was applied to:
Purchase of property, plant and equipment
12
(4,179)(25,978)
Net cash outflow from investing activities(1,758)(24,920)
Cash flows from financing activities
Cash was received from:
Received from related parties281,825 -
Cash was applied to:
Payments for lease liabilities principal
(136,885)-
Net cash inflow from financing activities144,940 -
(6,657) (419,454)
Foreign currency translation adjustment
(36,083)(5,680)
Cash and cash equivalents at the beginning of the year
240,645 665,779
Cash and cash equivalents at the end of the year
8
197,905 240,645
Net decrease in cash and cash equivalents
The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 54.
AFC Group Holdings Limited Annual Report 2020
Page 15
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
1.ACCOUNTING POLICIES
REPORTING ENTITY
1.1Statement of compliance
1.2 Basis of preparation
1.3 New accounting standards adopted
Adoption of NZ IFRS 16 Leases
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 consolidated financial statements of AFC Group Holdings Limited for the year ended 31 March 2020 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. As a listed company, the
Group is considered a Tier One 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.
These financial statements have been prepared in accordance with NZ GAAP. They comply with New Zealand
equivalents to International Financial Reporting Standards and other applicable Financial Reporting Standards ("N Z
IFRS"), as applicable to the Group as a profit oriented entity. These financial statements also comply wit h
International Financial Reporting Standards ("IFRS").
The 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.
The consolidated financial statements are prepared on a cost basis except for biological produce which has been
measured at fair value and financial assets which are carried at amortised cost. The preparation of financial
statements in conformity with NZ IFRS and IFRS requires the use of certain critical accounting estimates and
assumptions. 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 1.23.
The 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 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 liabilities of $780,742 were recognised as at 1st April 2019. The Group transitioned to IFRS 16 in
accordance with the modified retrospective approach. The prior-year figures have not been adjusted and restated.
In applying the modified retrospective approach, the Group has taken advantage of the practical expedient, where a
single discount rate has been applied to portfolios of leases with reasonably similar characteristics.
AFC Group Holdings Limited Annual Report 2020
Page 16
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
1.ACCOUNTING POLICIES (continued)
1.3 New accounting standards adopted (continued)
NZ$
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.
1.4Basis of consolidation
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.
Right of use assets have been initially measured at the amount of the lease liability.
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.
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 consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31
March 2020. Subsidiaries are those entities over which the Group has control. Control is achieved when the Group is
exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those
returns through its power over the investee.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:
- The contractual arrangement with the other vote holders of the investee;
- Rights arising from other contractual arrangements; and
- The Group’s voting rights and potential voting rights.
AFC Group Holdings Limited Annual Report 2020
Page 17
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
1.ACCOUNTING POLICIES (continued)
1.4Basis of consolidation (continued)
1.5Intangible assets and goodwill
Trademarks are also tested for impairment annually and are carried at cost less any accumulated amortisation and
impairment losses. Trademarks have a finite useful life of 10 years and the Group amortises these using the straight-
line method over 10 years. Trademarks are recognised in the statement of financial position at cost less accumulated
amortisation.
Distribution right asset is amortised on the straight line basis over the life of the agreement and is also tested for
impairment annually. The distribution right asset is recognised in the statement of financial position at cost less
accumulated amortisation and any impairment losses.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Consolidation of an investee begins when the Group obtains
control over the investee and ceases when the Group loses control of the investee. Assets, liabilities, income and
expenses of an investee acquired or disposed of during the year are included in the statement of comprehensive
income from the date the Group gains control until the date the Group ceases to control the investee.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those
cash-generating units or groups of cash-generating units that are expected to benefit from the business combination
in which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is
monitored for internal management purposes, being the operating segments.
Profit or loss and each component of other comprehensive income ("OCI") are attributed to the equity holders of the
parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a
deficit balance. The financial statements of subsidiaries are prepared for the same reporting period as the Company,
using consistent accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows
relating to transactions between members of the Group are eliminated in full on consolidation.
Intangible assets comprise goodwill and acquired brands, trademarks and distribution right asset. Goodwill and
brands are indefinite life intangibles subject to annual impairment testing. Brands are not amortised but are tested for
impairment annually and are carried at cost less any accumulated impairment losses.
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the identifiable
net assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortised but it is tested for
impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and
is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the
carrying amount of goodwill relating to the entity sold.
The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For
purchases from non-controlling interests, the difference between any consideration paid and the relevant share
acquired of the carrying value of net assets of the investee is recorded in equity. Gains or losses on disposals to non-
controlling interests are also recorded in equity.
AFC Group Holdings Limited Annual Report 2020
Page 18
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
1.ACCOUNTING POLICIES (continued)
1.6Going concern
Vineyard and Winery:
- Budget Assumptions:
- The key risk is the volume of bottles sold up to September 2021
- The Group has no external debt and is therefore not subject to any externally imposed capital requirements.
As at 31 March 2020, the Group is in a positive working capital position of $697,805 (2019: $1,903,701) and net
equity of $2,563,166 (2019: $3,733,719). The Group did not raise any equity funding during the year (2019: $Nil). The
longer-term effects of Covid-19 are not clear at the present point in time. Several scenarios were considered,
reflecting a range of outcomes potentially resulting from the aftermath of Covid-19.
The consolidated financial statements have been prepared on a going concern basis. The Directors has reasonable
expectation that the Group had adequate resources to continue in operational existence for the foreseeable future.
- AFC Group budget include $60,000 discretionary spend on marketing relating to promote group’s brand globally
in exhibition.
- 2020 actual sales was $132,000, the large increase in the budget when comparing 2020 to 2021
is based on the assumption that a large order of Merlot (in stock at year end) will be received from
China (related party) in October 2020. There has been no indication that this order will not occur.
- Continued Covid-19 wage subsidy from New Zealand Government until September 2020.
- Costs savings initiatives implemented post year end:
Key assumptions underpinning the going concern assessment include:
- The Group has restructured forecasts, based on past results compared to prior year budgets. The Group’s
budgeted results is currently at breakeven with small profit to September 2021. The budgets have been stress
tested to understand the impact on the financial results if the budget was not met.
• All management of AFC Group has volunteered to take a 20% decrease in remuneration until the 30th of
June 2020 and will take volunteer reduction when necessary
• Rent abatements negotiated with landlord for 5 months
- AFC Longview budgeted sales $900,000 of various wine blends up to September 2021, of which
$640,000 is sales budgeted by the end of March 2021.
- The Key assumption used to generate the 2021 budget is the volume of sales.
- Selling prices has an impact on the budget, however the change is not expected to be significant.
• +10% volume sold, impact would be $77,000 increase on profit and $86,000 increase on cashflows.
• -10% volume sold, impact would be $77,000 decrease on profit and $86,000 decrease on cashflows.
- Costs are relatively fixed and definable.
- The Directors have forecasts that indicate the Group can manage its working capital requirements and trade
levels for at least 12 months from the date of these financial statements.
- Assumptions made to achieve this budget include:
- Break even per the directors are budgeted sales of $630,000 per year.
• All directors of AFC Group have volunteered to take a 30% decrease in remuneration from 1 April 2020
AFC Group Holdings Limited Annual Report 2020
Page 19
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
1.ACCOUNTING POLICIES (continued)
1.6Going concern (continued)
Vineyard and Winery: (continued)
Manufacturing:
- Budget Assumptions:
- The key risk is the volume of boxes sold up to September 2021
1.7Revenue
- 2020 actual sales was $1,000,000, the increase in the budget when comparing 2020 to 2021 is based
on the assumption that there will be increased sales due to the online store Tmall during Tmall annual
sales event on 11.11 and Chinese New Year period. Tmall is a large sales platform in China which
use by globally.
- Increased sales volume also attributable to the assumption that a large order will be received from
a related party in China of 21,600 masks in October 2020.
- Actual sales for 2019 was $1,600,000 and 2018 was $2,000,000. Directors plan to reach these levels
of sales again in 2021.
- The Vineyard has been existence from 1960, therefore making the vines a heritage plant, which
increases the value of wine.
- Other Assumptions:
- The Key assumption used to generate the 2021 budget is the volume of sales.
- AFC Biotech budgeted sales of face mask is $2,200,000 up to September 2021, of which $1,400,000
is sales budgeted by the end of March 2021.
- Selling prices has an impact on the budget, however the change is not expected to be significant.
• +10% volume sold, impact would be $159,000 increase on profit and $210,000 increase on cashflows.
• -10% volume sold, impact would be $159,000 decrease on profit and $210,000 decrease on
cashflows.
- Break even per the directors are budgeted sales of $1,400,000 per year.
- Other Assumptions:
- $84,000 sold to a related party in China and shipped out in July 2020.
- New local customer sales post year end, $62,000 in June 2020.
- Increased use of online live streaming distribution channels will be used in 2021. Examples include
Internet Celebrities promote masks, Jingdong, Wei Pin Hui and Staff Live Stream on Tmall.
- New product versions to be launched in 2021.
- Most of the wines manufactured by Longview do not age quickly, the wine is stable and age well.
Based on the above, the Board of Directors consider that using the going concern basis is appropriate having
reviewed cash flow projections of the Group to September 2021 while also acknowledging the uncertainties in
forecasting in the current environment.
The Group generates revenue primarily from the sale of food, wine, health products and DD masks to its customers.
Other sources of revenue include interest income and rental income.
- As at July 2020 actual YTD sales compared to YTD budget is on track.
AFC Group Holdings Limited Annual Report 2020
Page 20
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
1.ACCOUNTING POLICIES (continued)
1.7Revenue (continued)
Sale of goods - Contracts with customers
Interest income
Government grant
1.8Foreign currency
1.9Inventories
Grant income is recognised as revenue when it becomes receivable unless the Group has a liability to repay the
grant if the requirements of the grant are not fulfilled. A liability is recognized to the extent that such conditions are
unfulfilled at the end of the reporting period and is released to revenue as the conditions are fulfilled.
The Directors’ assessment of the value is determined after reviewing and comparing the market price with the cost
and as a result of this, the carrying value of some inventories have been written down to estimated net realisable
value. The total amount of the provision written off to profit or loss at 31 March 2020 was $162,793 (31 March 2019:
$76,019).
The valuation of inventory is determined under the principle of lower of cost or net realisable value. The cost of
inventories is based on the first in first out principle, and includes expenditure incurred in acquiring the inventories
and bringing them to their existing location and condition. Net realisable value is the estimated selling price in the
ordinary course of business, less the estimated costs of completion and selling expenses.
Revenue from contracts with customers is recognised when the goods are delivered to the port of delivery and have
been accepted by the customer.
For contracts that permit the customer to return an item, revenue is recognised to the extent that it is highly probable
that a significant reversal in the revenue recognised will not occur. The amount of revenue recognised is adjusted for
expected returns based on historical data and trends for returns. The Group reviews its estimate of expected returns
at each reporting date.
Transactions in foreign currencies are translated to the functional currency of the Group at exchange rates at the
dates of the transactions.
The Group recognises revenue under NZ IFRS 15 when a customer obtains control of the goods. The Group
recognises revenue to depict the transfer of products to customers in an amount that reflects the consideration to
which the entity expects to be entitled to in exchange for those goods or services.
Rental
Rental Income is recognised as income on a straight-line basis over the term of the lease.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the
functional currency at the exchange rate at the date. The foreign currency gains or loss on monetary items is the
difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective
interest and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at
the end of year.
Interest income is accrued on a time apportioned basis, by reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected
life of the financial asset to that asset's net carrying amount.
AFC Group Holdings Limited Annual Report 2020
Page 21
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
1.ACCOUNTING POLICIES (continued)
1.9Inventories (continued)
1.10Leases – Operating leases
The Group as a lessor
1.11Cash and cash equivalents
1.12Employee benefits
1.13Financial assets
Financial assets at amortised cost
The Group measures debt assets at amortised cost as the Group holds the financial assets for the collection of the
contractual cash flows, and the contractual cash flows under the instrument solely represent payments of principal
and interest. All other debt and equity instruments including investments in equity investments are recognised at fair
value.
Trade, other and related party receivables are amounts due from customers and related parties in the ordinary
course of business. The Group holds the trade, other and related party receivables with the objective to collect the
contractual cash flows and therefore subsequently measures them at amortised cost using the effective interest
method.
Loans and receivables are also measured and classified at amortised cost using the effective interest method less
impairment. Interest is not charged on overdue amounts.
Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave
when it is probable that settlement will be required and they are capable of being measured reliably. Provisions made
in respect of employee benefits are measured at their nominal values using the remuneration rate expected to apply
at the time of settlement.
Cash and cash equivalents comprise cash on hand and cash in bank.
Rental Income from operating leases is recognised as income on a straight-line basis over the period of the lease.
Included within the cost of inventory is the fair value of the grapes (agricultural produce) at the time the grapes are
harvested. At the point of harvest, the harvest of grapes qualify as agricultural produce under NZ IAS 41: Agriculture
and are recorded at fair value at that date. The fair value at point of harvest becomes the basis of cost when
accounting for inventories.
Growing Costs: Harvesting of the grape crop is ordinarily performed in late March. Costs incurred in growing the
grapes including any applicable harvest costs, are initially allocated into the cost of inventory as part of the total cost
to acquire and grow the agricultural produce. At the point of harvest, a fair value adjustment is made so that the cost
per tonne is adjusted to fair value in accordance with NZ IAS 41: Agriculture and NZ IFRS 13: Fair Value
Measurement. Any difference between cost and fair value is included within the statement of comprehensive income
as cost of sales.
AFC Group Holdings Limited Annual Report 2020
Page 22
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
1.ACCOUNTING POLICIES (continued)
1.14Financial Liabilities (continued)
Financial liabilities at amortised cost
Interest and dividends
Related party payables
1.15Equity
1.16Goods and services tax (“GST”)
1.17Income tax
Deferred tax is accounted for using the balance sheet method, providing for temporary differences between the
carrying values of assets and liabilities in the financial statements and the corresponding tax base of these items.
Deferred tax is determined using tax rates and regulations enacted at the balance sheet date in New Zealand, which
is the jurisdiction the Group operates and generates taxable income in.
Taxation expense comprises both current and deferred tax.
Current tax is the expected tax payable on the taxable income for the financial year, using tax rates enacted or
substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Income tax is recognised in the Income Statement except when it relates to items that are recognised directly under
other comprehensive income, in which case the income tax is recognised in other comprehensive income.
When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly
attributable costs is recognised as a deduction from equity. Repurchased shares are classified as treasury shares.
When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity
and the resulting surplus or deficit on the transaction is presented within share premium.
Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs and are
subsequently measured at amortised cost using the effective interest method.
Interest and dividends are classified as expenses or as distributions of profit consistent with the statement of financial
position classification of the related debt or equity instruments or component parts of compound instruments.
Trade and other payables are initially measured at fair value less transaction costs and subsequently carried at
amortised cost and due to their short term nature they are not discounted. They represent liabilities for goods and
services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group
becomes obliged to make future payments in respect of the purchase of these goods and services.
Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the
proceeds of the equity instruments to which the costs relate. Transactions costs are the costs that are incurred
directly in connection with the issue of those equity instruments and which would not have been incurred had those
instruments not been issued.
Revenue, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST), except
for receivables and payables, which are recognised inclusive of GST.
Share capital is classified as equity when the amount represents a residual interest. Incremental costs directly
attributable to the issue of new shares or warrants are shown in equity as a deduction, net of tax, from the proceeds.
AFC Group Holdings Limited Annual Report 2020
Page 23
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
1.ACCOUNTING POLICIES (continued)
1.17Income tax (continued)
1.18Property, plant and equipment
Recognition and measurement
Subsequent costs
Depreciation
not depreciated
0% - 6% Diminishing Value
40% - 50% Diminishing Value
20% Diminishing Value
10% - 40% Diminishing Value
20% - 30% Diminishing Value
Fixture and Fittings and Office Equipment 8% - 67% Diminishing Value
7.5% Diminishing Value
1.19 Biological Assets
Buildings
Plant & Equipment
Leasehold Improvements
Computer Equipment
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item
if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be
measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in the profit
and loss component of the consolidated statement of comprehensive income as incurred.
Cost includes expenditure that is directly attributable to the acquisition of the asset. In the event that settlement of all
or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future
to their present value as at the date of acquisition.
Biological assets consist of grape fruit bunches. The Group grows and purchases grapes to use in the production of
wine, as part of normal operations. Grapes are normally harvested between March and May each year. The grapes
harvested and purchased are adjusted to fair value at the point of harvest after taking into consideration of various
market factors, as well as reviewing the district average pricing report for grapes of similar quality and variety. Any
adjustment to bring the cost of sales to fair value is recognised in inventory and cost of sales.
Items of property, plant and equipment are measured at cost less accumulated depreciation and any impairment
losses.
Grape Vines / Bearer Plants
Motor Vehicles
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or
losses are included in the profit and loss component of the consolidated statement of comprehensive income.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items (major components) of property, plant and equipment.
Land & Land Improvements
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount. The useful lives and residual values are reviewed annually.
Depreciation is recognised in the consolidated statement of comprehensive income to write off the cost of an item of
property, plant and equipment over its expected useful life, at the following rates:
Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available
against which deductible temporary differences or unused tax losses and tax offsets can be utilised.
AFC Group Holdings Limited Annual Report 2020
Page 24
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
1.ACCOUNTING POLICIES (continued)
1.20Impairment of assets
Financial assets
Non-financial assets
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively
to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed
through profit or loss to the extent the carrying amount of the investment at the date the impairment is reversed does
not exceed what the amortised cost would have been had the impairment not been recognised.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of future
cash flows have not been adjusted. If the recoverable amount of an asset is estimated to be less than its carrying
amount, the carrying value is reduced to the recoverable amount. An impairment loss is recognised in profit or loss
immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated
as a revaluation decrease.
Financial assets are impaired where there is objective evidence, that as a result of one or more events that occurred
after the initial recognition of the financial assets, the estimated future cash flows of the investment have been
impacted.
When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of
amounts previously written off are credited against the allowance account. Changes in the carrying amount of the
allowance account are recognised in profit or loss.
All impairment losses are immediately recognised through profit and loss.
At each reporting date the Group reviews the carrying amounts of its tangible and intangible assets to determine
whether there is any indication that those assets have suffered an impairment loss. If any such impairment exists, the
recoverable amount of the asset is estimated to establish the impairment loss, if any. Goodwill is tested for
impairment annually and whenever there is an indication that the asset may be impaired an adjustment is made and
is not subsequently reversed.
For trade, other and related party receivables, the group applies the NZ IFRS 9 simplified approach in measuring
expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets.
The Group also considers other forward looking economic factors in determining the impairment of trade, other and
related party receivables.
For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s
carrying amount and the present value of estimated future cash flows, discounted at the original effective interest
rate. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with
the exception of loan and trade receivables where the carrying amount is reduced through the use of an allowance
account.
AFC Group Holdings Limited Annual Report 2020
Page 25
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
1.ACCOUNTING POLICIES (continued)
1.21Earnings per share
1.22Cash Flows
The following are the definitions used in the consolidated statement of cash flows:
1.23 Critical accounting judgments and key sources of estimation uncertainty
Recognition of provision for deferred tax assets
The Group has not recognised a deferred tax asset (2019: had not recognised a deferred tax asset) on its statement
of financial position as at reporting date. Significant judgement is required in determining if the utilisation of deferred
assets is probable. The recognition of deferred tax assets is based upon whether it is more likely than not that
sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences
can be deducted. To determine the future taxable profits, reference is made to the latest forecasts of future earnings
of the Group. Where the temporary differences are related to losses, relevant tax law is considered to determine the
availability of the losses to offset against the future taxable profits (refer note 4).
Investing activities are the acquisition and disposal of long-term assets not included in cash and cash equivalents.
Cash and cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of
cash and which are subject to an insignificant risk of changes in value.
Operating activities are the principal revenue-producing activities of the Group and other activities that are not
investing or financing activities.
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated
by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of
ordinary shares outstanding during the period.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised and in any future periods affected. In particular, information
about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the
most significant effect on the amount recognised in the financial statements are described in more detail below.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted
average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which
comprises of warrants.
Financing activities are activities that result in changes in the size and composition of the contributed equity and
borrowings of the Group.
In determining and applying accounting policies, judgement is often required in respect of items where the choice of
specific policy, accounting estimate or assumption to be followed could materially affect the reported results or net
asset position of the Group should it later be determined that a different choice would be more appropriate.
The Group prepares its consolidated financial statements in accordance with NZ IFRS, the application of which often
requires judgements to be made by management when formulating the Group’s financial position and results. Under
NZ IFRS, the Directors are required to adopt those accounting policies most appropriate to the Group’s
circumstances for the purpose of presenting a true and fair view of the Group’s financial position, financial
performance and cash flows.
AFC Group Holdings Limited Annual Report 2020
Page 26
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
1.ACCOUNTING POLICIES (continued)
1.23 Critical accounting judgments and key sources of estimation uncertainty (continued)
Impairment of trade, other and related party receivables
Provision for Inventory
Impairment of property, plant and equipment
2.REVENUE
20202019
Operating revenue
NoteNZ$NZ$
Sale of goods
1,234,931 2,602,043
Total operating revenue
1,234,931 2,602,043
Other Income
71,122 6,780
Rental Income
15,600 14,040
Covid-19 wages subsidy
4,008 -
90,730 20,820
Total Income
1,325,661 2,622,863
Finance Income:
Interest received on bank account
74 313
Interest received from related parties
1987 1,031
Other Interest received
34 2,382
195 3,726
Performance Obligations and Revenue Recognition
In determining whether an item of property, plant and equipment is impaired, the Group applies NZ IAS 36
Impairment of Assets. This assessment involves the review of the carrying amount of its assets or cash-generating
unit and if this exceeds the recoverable amount. This assessment involves estimating the value in use of an asset
and estimating the future cash inflows and outflows to be derived from the continued use of the asset and its disposal
and applying an appropriate discount rate to those future cash flows.
Revenue is measured based on the consideration specified in a contract with a customer. The Group
recognises revenue when it transfers control over a good or service to a customer.
The Group's assessment of provisions for inventory obsolescence and net realisable value involves making
estimates and judgements in relation to future selling prices. The Group considers a wide range of factors including
historical data, current trends, recent sales data and product information from buyers as part of the process to
determine the appropriate value of these provisions.
In determining the impairment of trade, other and related party receivables provision, the Group assesses the
balances by applying the expected loss and forward looking approach under NZ IFRS 9. This assessment involves
making estimates and judgements regarding the historical data and trends, factors such as economic conditions,
external ratings, cash flow projections and other information available that impacts the customers of the Group.
AFC Group Holdings Limited Annual Report 2020
Page 27
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
3.EXPENSES
20202019
NoteNZ$NZ$
Included in Selling and Distribution Expenses
Advertising
11,704 541,297
Business Events 217,172 115,521
Freight and Courier4,922 9,166
Rent- 39,707
Salaries and Sales Commission 150,706 241,352
Included in Administration Expenses
Accounting and Consulting
28,030 74,050
Amortisation of Intangible Assets
15
150 150
Depreciation for property, plant and equipment
12
92,620 108,917
Depreciation for right-of-use assets
13
154,218 -
Directors Fees
58,070 64,167
Entertainment
28,369 41,729
Insurance
33,600 21,168
Kiwisaver Contributions
7,209 10,881
Legal Fees
2,300 974
Management Fees
19
30,000 20,000
Rent- 144,213
Salaries620,823 681,926
NZX costs
12,600 13,250
Travel 53,379 52,869
Auditors' remuneration
Audit of financial statements
Audit of 2018 financial statements- (14,903)
Audit of 2019 financial statements(6,420)94,488
Audit of 2020 financial statements57,650 -
Other services
Wine Standards Management Plan audit
1,856 1,628
Total fees paid to auditors
53,086 81,213
Finance costs:
Interest paid on borrowings from related parties
18
(1,825)-
13
(47,298)-
Other interest paid- (100)
(49,123)(100)
The auditors of the Wine Standard Management Plan for 2020 were Quality Auditing Specialists Limited
(2019: Quality Auditing Specialists Limited).
The auditors of the financial statements for 2020 were William Buck Audit (NZ) Limited (2019: William Buck
Audit (NZ) Limited).
Profit / (Loss) before income tax has been determined after charging:
Lease interest
AFC Group Holdings Limited Annual Report 2020
Page 28
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
4. INCOME TAX EXPENSE
4.1.Components of Income tax expense
20202019
NZ$NZ$
- -
- -
Income tax expense
- -
Reconciliation of effective tax rate
Profit / (loss) before income tax
(1,170,553)(980,148)
(327,755)(274,441)
Expected income expense / (benefit)
(327,755)(274,441)
Adjustments
Non deductible expenses
5,265 6,450
Non taxable income
(1,515)-
Losses not recognised and carried forward
326,439 286,608
Income tax expense
- -
4.2 Deferred tax assets and liabilities
20202019
NZ$NZ$
Deferred tax assets/(liabilities) arising from the following:
Unused tax losses
884,681 558,242
Provisions and accruals
73,969 76,363
Property, plant and equipment
160 200
Tax benefits not recognised
(958,810)(634,805)
Deferred tax assets as at 31 March
- -
Unused tax
losses Accruals
Property,
plant and
equipment
Deferred tax
not recognised
Total
NZ$NZ$NZ$NZ$NZ$
Balance as at 1 April 2018
271,634 95,180 - (366,814)-
Movements
286,608 (18,817)200 (267,991)-
Balance as at 31 March 2019
558,242 76,363 200 (634,805)-
Current year movements
326,439 (2,394)(40)(324,005)-
Balance at 31 March 2020
884,681 73,969 160 (958,810)-
The tax rate used for the reconciliation above is the corporate tax rate of 28% (2019: 28%) payable by New
Zealand corporate entities on taxable profits under New Zealand tax law.
Deferred tax movements
Current year income tax charge
Income tax expense/(benefit) calculated at 28%
Deferred tax movements relating to origination and reversal of
temporary differences
(2,434)(18,617)
AFC Group Holdings Limited Annual Report 2020
Page 29
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
4. INCOME TAX EXPENSE (continued)
4.2 Deferred tax assets and liabilities (continued)
5.
EARNINGS PER SHARE
20202019
NZ$NZ$
Basic earnings per share
Profit/ (Loss) after taxation attributable to equity holders of the parent(615,550)(583,177)
3,664,253,194 3,664,253,194
Basic and Diluted Earning per share in NZ$(0.00017)(0.00016)
There have been no other transactions involving ordinary shares or potential ordinary shares between the
reporting date and the date of authorisation of these financial statements.
The above amounts are tax effected balances. Obtaining the benefits of the deferred tax assets is dependent
upon deriving sufficient assessable income and the Group have assessed that there will be sufficient taxable
income with which to utilise the asset based on the forecasts provided.
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). Losses incurred prior to
the change in shareholder control in 2016 were forfeited at the time the shareholding changed and are
therefore not available for future use.
The Group has not recognised the deferred tax asset of $958,810 on its Statement of Financial Position as at
reporting date. In deciding whether to recognise the deferred tax assets, the Group has determined if the
utilisation of deferred assets is probable and whether it is likely that sufficient and suitable taxable profits will
be available in the future against which the reversal of temporary differences can be deducted.
The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per
share are as follows:
Weighted average number of ordinary shares on issue
AFC Group Holdings Limited Annual Report 2020
Page 30
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
6.AUTHORISED AND ISSUED SHARE CAPITAL
Shares
Issued
Group
No.NZ$
6.1Ordinary shares
Balance at 1 April 2018
3,664,253,194 28,679,577
Movement for 2019 financial year
Ordinary shares authorised and issued
- -
Ordinary shares on issue at 31 March 2019
3,664,253,194 28,679,577
Treasury shares
(37,082)(74)
3,664,216,112 28,679,503
Movement for 2020 financial year
Ordinary shares authorised and issued
- -
Ordinary shares on issue at 31 March 2020
3,664,253,194 28,679,577
Treasury shares
(37,082)(74)
3,664,216,112 28,679,503
6.2Warrants
7
NON-CONTROLLING INTEREST
There are non-controlling interests in AFC Biotechnology Manufacture Co Limited and AFC Longview Limited.
AFC Biotechnology Manufacture Co Limited
No warrants were issued during the 2020 year.
Ordinary shares on issue at 31 March 2019 excluding
treasury shares
Ordinary shares on issue at 31 March 2020 excluding
treasury shares
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.
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 balance date, the company held
37,082 treasury shares which were acquired during 2016.
No dividends have been declared or paid for the year ended 31 March 2020 (2019: $nil).
AFC Biotechnology Manufacture Co Limited was incorporated in July 2016 with 100 ordinary shares issued at
$10,000 for each share. For the 2020 year, AFC Group Holdings Limited held 51% of the shares and non-
controlling interest held remaining 49% of the shares (NZ Silveray Group Limited held 24% of the shares, Wei Li
held 20% of the shares and others held remaining 5% of the shares).
AFC Group Holdings Limited Annual Report 2020
Page 31
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
7
NON-CONTROLLING INTEREST (continued)
AFC Longview Limited
Both entities are incorporated and domiciled in New Zealand.
201920202019
NZ$NZ$NZ$
Summarised statement of financial position
Current assets1,489,614 486,775 683,177
Current liabilities1,244,632 1,412,769 1,161,897
Current net assets/(liabilities)244,982 (925,994)(478,720)
Non-current assets258,597 1,440,788 1,473,516
Non-current liabilities- - -
Non-current net assets258,597 1,440,788 1,473,516
Net assets503,579 514,794 994,796
246,754 252,249 487,450
Summarised statement of comprehensive income
Revenue1,663,230 132,043 422,840
Loss for the year(479,275)(480,002)(330,870)
Other comprehensive income- - -
Total comprehensive loss
(479,275)
(480,002)(330,870)
(234,845)(235,201)(162,126)
Summarised cash flows
Cash flows from operating activities(54,889)(252,730)(533,718)
Cash flows from investing activities(1,667)(1,167)(10,095)
Cash flows from financing activities44,418 245,484 370,862
(12,138)(8,413)(172,951)
(652,658)
-
Net Assets attributed to non-controlling interest
Loss allocated to non-controlling interest
(136,258)
(89)
194,103
Net increase/(decrease) in cash and cash
equivalents 57,756
AFC Biotechnology
Manufacture Co Limited
(319,802)
2020
(73,049)
255,705
(652,658)
416,837
161,132
On 26 February 2016 AFC Longview Limited was recapitalised by the issue of 2,399,999 shares of $1 each for
cash. 1,223,999 shares were subscribed by AFC Group Holdings Limited (51% shareholding) and NZ Silveray
Group Limited (a non-controlling interest) subscribed to the remaining 1,176,000 shares (49% shareholding).
AFC Longview Limited
The non-controlling interest in AFC Biotechnology Manufacture Co Limited and AFC Longview Limited are set
out below. The amounts stated are before any inter-company eliminations.
1,088,376
NZ$
969,147
1,373,931
(404,784)
(149,079)
AFC Group Holdings Limited Annual Report 2020
Page 32
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
7
NON-CONTROLLING INTEREST (continued)
AFC Longview Limited (235,201)(244,801)
AFC Biotechnology Manufacture Co Limited (319,802)(332,856)
(555,003)(577,657)
AFC Longview Limited (162,126)(168,744)
AFC Biotechnology Manufacture Co Limited (234,845)(244,430)
(396,971)(413,174)
20202019
NZ$NZ$
AFC Longview Limited
Opening Balance 1 April 2019/1 April 2018
487,450 649,576
Loss and total comprehensive loss attributed to non-controlling interest
(235,201)(162,126)
252,249 487,450
AFC Biotechnology Manufacture Co Limited
Opening Balance 1 April 2019/1 April 2018
269,234 504,079
Loss and total comprehensive loss attributed to non-controlling interest
(319,802)(234,845)
(50,568)269,234
Total effect of non-controlling interest
201,681 756,684
8. CASH AND CASH EQUIVALENTS
20202019
NZ$NZ$
Cash at bank and on hand197,905 240,645
Total cash and cash equivalents197,905 240,645
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 is no overdraft facility for the Group.
31 March 2020
31 March 2019
The effect on the profit and loss attributable to non-controlling interest and to the equity holders of the parent of
AFC Longview Limited and AFC Biotechnology Manufacture Co Limited is summarised as follows:
The effect on the equity attributable to the owners of AFC Longview Limited and AFC Biotechnology
Manufacture Co Limited is summarised as follows:
Loss allocated
to non-
controlling
interest
Loss allocated to
the equity
holders of the
parent
Total
comprehensive
loss for the year
(810,145)
(479,275)
(330,870)
(1,132,660)
(652,658)
(480,002)
AFC Group Holdings Limited Annual Report 2020
Page 33
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
9. TRADE, OTHER AND RELATED PARTY RECEIVABLES
20202019
Note
NZ$NZ$
Trade receivables - third parties173,625 162,357
Trade receivables - related parties
19
283,749 812,304
457,374 974,661
Allowance for impairment losses(458)(60,462)
Total trade receivables
456,916 914,199
Other related party receivables19
- 55,677
Total trade and related party receivables
456,916 969,876
Analysis of trade and related party receivables
Current
166,605
69,123
Past due 0-30
94,422
2,976
Past due 31-90
19,129
311,682
Past due more than 90
177,218
590,880
457,374 974,661
20202019
NZ$NZ$
Movement in the allowance for impairment losses
Opening Balance 1 April
60,462 35,085
Reversal of prior year provision
(60,462)(35,085)
458 60,462
458 60,462
Charge for the financial year
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 19.
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.
Closing Balance 31 March
AFC Group Holdings Limited Annual Report 2020
Page 34
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
10.PREPAYMENTS AND OTHER CURRENT ASSETS
20202019
NZ$NZ$
Advances to suppliers
6,397 -
Prepayment of expenses
59,863 97,356
Taxation receivable
74 140
GST receivable
10,229 41,852
76,563 139,348
11.INVENTORIES
20202019
NZ$NZ$
Work in progress
125,501 94,273
Finished goods
921,973 1,189,163
Provision for inventory
(162,793)(76,019)
Total Inventories
884,681 1,207,417
Provision for closing stock
(76,019)(124,885)
46,427 68,300
(133,201)(19,434)
(162,793)(76,019)
Opening provision for inventory
Prepayment of inventory is required to secure the production of specific inventory items produced to the
company's specification.
The fair value of agricultural produce as at the point of harvest was $25,210 (2019: $43,847). A fair value loss of
$204,898 (2019: $183,185) was recorded during the year within cost of sales.
Reversal of opening provision for inventory
Inventory of $162,793 has been expensed and written down to net realisable value/lower of cost (31 March
2019: $76,019). There were reversals of $46,427 for the provision for stock during the year (2019: $68,300).
Assessing write downs for inventory obsolescence and net realisable value involves making estimates and
judgements in relation to future selling prices between the most recent store stock counts and reporting date.
Charged to profit and loss
Closing provision for closing stock
AFC Group Holdings Limited Annual Report 2020
Page 35
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
12.
PROPERTY, PLANT AND EQUIPMENT
Land Buildings
Land
Improvements
Plant &
Equipment
Motor
Vehicles
Computer
Equipment
Fixture &
Fittings,
Office
Equipment
Bearer
Plants -
Grape Vines
Total
NZ$NZ$NZ$NZ$NZ$NZ$NZ$NZ$NZ$
Year ended 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 2019320,000 905,199 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
Year ended 31 March 2020
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 - - - 2,697 - 502 980 - 4,179
Disposal- - - (417)- - (4,500)- (4,917)
Written off- - - (11,865)- - - - (11,865)
Cost as at 31 March 2020320,000 905,199 50,000 438,190 98,744 30,754 202,071 80,000 2,124,958
Accumulated Depreciation
- (5,578)- (143,167) (56,221) (19,288) (67,763) (16,684)(308,701)
- (2,435)- (45,759) (14,191) (5,671) (19,815)(4,749)(92,620)
- - - 263 - - 1,908 - 2,171
- - - 3,887 - - - - 3,887
- (8,013)- (184,776) (70,412) (24,959) (85,670) (21,433) (395,263)
Carrying Amount
Cost 320,000 905,199 50,000 438,190 98,744 30,754 202,071 80,000
2,124,958
- (8,013)- (184,776) (70,412) (24,959) (85,670) (21,433)(395,263)
320,000 897,186 50,000 253,414 28,332 5,795 116,401 58,567 1,729,695
Bearer plants consist of grape vines on our vineyards here in New Zealand. As at 31 March 2020, the Group had grape vines planted on
4.22 productive hectares of land (2019: 4.22 hectares).
Accumulated Depreciation
at 1 April 2018
Accumulated
Depreciation at 31 March
2019
Accumulated Depreciation
Carrying Amount 31
March 2019
Depreciation charge for the
year
Accumulated Depreciation
Carrying Amount 31
March 2020
Accumulated Depreciation
at 1 April 2019
Depreciation charge for the
year
Accumulated
Depreciation at 31 March
2020
Written off
Disposal
AFC Group Holdings Limited Annual Report 2020
Page 36
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
13.RIGHT-OF-USE ASSETS
13.1Right-of-use assets
BuildingsForkliftTotal
At 1 April 2019
- - -
Effect on adoption of NZ IFRS 16
780,742 14,483 795,225
Depreciation
(152,609)(1,609)(154,218)
Increase in rent modification
16,059 - 16,059
At 31 March 2020
644,192 12,874 657,066
13.2Lease liabilities
At 1 April 2019
- - -
Effect on adoption of NZ IFRS 16
780,742 14,483 795,225
Lease interest
46,674 624 47,298
Lease payments
(182,239)(1,944)(184,183)
Increase in rent modification
16,059 - 16,059
At 31 March 2020
661,236 13,163 674,399
Lease liabilities
Current lease liabilities
147,598 4,393 151,991
Non-current lease liabilities
513,638 8,770 522,408
Total lease liabilities
661,236 13,163 674,399
14. BIOLOGICAL ASSETS
Biological assets comprise the grape fruit bunches growing on the grape vines.
20202019
Carrying value of biological assets
NZ$NZ$
- -
Movements in Period
Additions at fair value
25,210 43,847
Transfer of harvested fresh fruit bunches to inventory
(25,210)(43,847)
- -
The group leases two properties in the New Zealand. The periodic rent is fixed over the lease term for both
the property leases.
Opening Balance
The Company grows grapes to use in the production of wine, as part of normal operations. Vineyards are
located in Whangarei, New Zealand. Grapes are harvested between February and March each year.
During the year ended 31 March 2020, the Group harvested grapes equal to 8,110 litres of wine (2019:
13,719 litres). Of this amount the Company purchased 8,566 litres (2019: 4,120 litres) from independent
third party growers. The grapes harvested are adjusted to fair value at the point of harvest and any
adjustment to bring the cost of sales to fair value is recognised in inventory and cost of sales.
Balance as at 31 March
AFC Group Holdings Limited Annual Report 2020
Page 37
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
14. BIOLOGICAL ASSETS (continued)
15.INTANGIBLE ASSETS
GoodwillBrands Trademarks
Distribution
Right Asset Total
NZ$NZ$NZ$NZ$NZ$
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)
- - 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)
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
Accumulated amortisation
as at 31 March 2019
The Group is exposed to financial risks in respect of agricultural activity. The agricultural activity of the
Company consists of the management of vineyards to produce grapes for use in the production of wine.
The primary financial risk associated with this activity occurs due to the length of time between expending
cash on the purchase or planting and maintenance of grape vines and on harvesting grapes, and ultimately
receiving cash from the sale of wine to third parties. The Company's strategy to manage this financial risk is
to actively review and manage its working capital requirements. The quality and quantity of the grape
harvest is dependent on seasonal climatic factors such as rainfall, sunshine and temperature, including
frosts.
Accumulated amortisation
Accumulated amortisation at 1
April 2018
Accumulated impairment as
at 31 March 2019
Refer to the segment reporting disclosure in Note 23 for details on the vineyard and winery.
Amortisation for the year
Disposals
Accumulated Impairment at 1
April 2018
Impairment for the year
Accumulated impairment
Carrying Amount 31 March
2019
AFC Group Holdings Limited Annual Report 2020
Page 38
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
15.INTANGIBLE ASSETS (continued)
GoodwillBrands Trademarks
Distribution
Right Asset Total
NZ$NZ$NZ$NZ$NZ$
Year ended 31 March 2020
Cost
Cost as at 1 April 2019
495,785 31,161 1,500 454,467
982,913
Additions- - - - -
Disposals- - - - -
Cost as at 31 March 2020495,785 31,161 1,500 454,467 982,913
Accumulated Amortisation
- - (342)(340,843)(341,185)
- - (150)- (150)
Disposals- - - - -
- - (492)(340,843)(341,335)
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
- - (492)(340,843)(341,335)
(495,785) (31,161)- (113,624)(640,570)
- - 1,008 - 1,008
The distribution right asset was allocated to National Dairy Group Limited and has a $nil carrying balance as
at 31 March 2020 (2019: $nil).
During the year 2019, the trademark costs of $1,050 were disposed due to unsuccessful trademark
registration application. The Group had assessed all trademark and no further impairment has been
recognised during the year.
Accumulated impairment as
at 31 March 2020
The goodwill and brands were allocated to the Longview Estate winery and vineyard and have a $nil
carrying balance as at 31 March 2020 (2019: $nil).
The amortisation charge of $150 (2019: $150) is recognised under administration expenses in the
Statement of Comprehensive Income.
Accumulated amortisation at 1
April 2019
Amortisation for the year
Accumulated amortisation
as at 31 March 2020
Accumulated Impairment at 1
April 2019
Impairment for the year
Accumulated amortisation
Carrying Amount 31 March
2020
Accumulated impairment
AFC Group Holdings Limited Annual Report 2020
Page 39
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
16.TRADE, OTHER AND RELATED PARTY PAYABLES
20202019
NoteNZ$NZ$
Trade creditors
63,647 111,763
Accruals
115,908 150,361
Related party payables19
432,926 374,260
Other payables
153,788 17,201
766,269 653,585
17.BORROWINGS
18.
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
The reconciliation of net profit / (loss) with cash outflow from operations is as follows:
20202019
NZ$NZ$
(1,170,553)(980,148)
15 150 150
115 -
12 92,620 108,917
13 154,218 -
204,898 183,185
36,083 5,680
- 941
325 (734)
7,978 -
The Group has no long-term borrowings (2019: $nil).
Reconciliation of net profit / (loss) with cash outflow from
operations
Loss before taxation
Adjustment for non cash items
Amortisation and impairment of intangible assets
Bad debts written off
Depreciation of property, plant and equipment
Depreciation of right-of-use assets
Fair value adjustment on agricultural produce
Foreign exchange differences
Intangible assets written off
Loss/(gain) on disposal of property, plant and equipment
Property, plant and equipment written off
Related party payables are unsecured and repayable on demand. The related party payables except for NZ
Silveray Limited are non-interest bearing. For NZ Silveray Limited, interest is charged at 10.08% per annum
for outstanding amounts.
The normal trade credit terms granted to the Group range from 30 to 90 days. The trade creditors are
unsecured and non-interest bearing. The carrying amount disclosed above is a reasonable approximation of
fair value. Refer to note 19 for related parties.
AFC Group Holdings Limited Annual Report 2020
Page 40
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
18.
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
The reconciliation of net profit / (loss) with cash outflow from operations is as follows: (continued)
20202019
NZ$NZ$
Adjustment for movements in working capital items
Trade and other receivables(71,387)353,635
Inventories117,838 (81,970)
Prepayments and other current assets62,785 174,445
Related party receivable584,232 (24,750)
Trade and other payables54,018 (117,111)
Related party payables(223,159)(16,774)
Net cash outflow from operating activities
(149,839)
(394,534)
19.RELATED PARTIES
Related Parties:
Company associated with director, Mr Bo Xian Cao
New Zealand Asia-Pacific Cultural Exchange
Centre Limited
Company associated to company's major shareholder, Mr Yang Xia
New Zealand Fantasy Angel Biotechnology
Howard & Co Consulting and Advisory Services
Limited
Company associated with director Mr Hao Long
KWXS Trading LimitedCompany associated with Shuang Xia, director of subsidiary
Guangdong Silver Fern Network Technology Co.
Limited
Company associated to company's major shareholder, Mr Yang Xia
Guangdong Yinrui Investment & Management
Company Limited
Company associated to company's major shareholder, Mr Yang Xia
Hao LongDirector of company and subsidiaries, senior employee of AFC
E Way Holdings Group LimitedCompany associated with director, Mr Bo Xian Cao
E Way Trading LimitedCompany associated with director, Mr Bo Xian Cao
Guangdong Farmside International Trading Co.
Limited
Company associated to company's major shareholder, Mr Yang Xia
Australasian International Group LimitedCompany associated to company's major shareholder, Mr Yang Xia
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.
Bo Xian CaoDirector of company and subsidiaries
Qiang LiDirector of company
Shuang Xia
Director of subsidiary
New Zealand Guangdong General Association of
Commerce Inc
Company associated with director, Mr Bo Xian Cao
New Zealand National Trade LimitedCompany associated with director, Mr Qiang Li
NZ Silveray Group LimitedCompany's major shareholder, own 49% of AFC Longview Limited
and 24% of AFC Biotechnology Manufacture Co Limited
AFC Group Holdings Limited Annual Report 2020
Page 41
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
19.RELATED PARTIES (continued)
Related Parties: (continued)
Tongqu Trading Group Limited
Shareholder of subsidiary
Director of company and subsidiary
Director of company
Related party balances
The following balances were held with related parties at year end.
31 March31 March
20202019
$$
Related Party Receivables
Australasian International Group LimitedSale of products- 483
283,749 808,513
Advances- 132
Super Life NZ Limited Sale of products- 58,853
283,749 867,981
Year ended Year ended
31 March
2020
31 March
2019
Related party transactions$$
Related Party Payables
Australasian International Group Limited
145,159 207,006
- 157,212
- 4,101
NZ Silveray Group Limited- 4,983
NZ Silveray Group Limited286,808 -
Tongqu Trading Group Limited959 958
432,926 374,260
Nature of Transactions
Guangdong Farmside International Trading Co.
Limited
Sale of products
KWXS Trading Limited
Purchases of goods
Guangdong Farmside International Trading Co.
Limited
Purchase of goods and services
Guangdong Silver Fern Network Technology Co.
Limited
Purchase of goods and services
Management fees
Advances
Director fee
Super Life NZ LtdCompany associated to company's major shareholder, Mr Yang
Xia
Company associated with director, Mr Zilei Wang
Yang Xia
Zilei Wang
Wei Li
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
Limited are non-interest bearing. For NZ Silveray Limited, interest is charged at 10.08% per annum for outstanding
amounts. No interest is charged on any management fees balances payable.
AFC Group Holdings Limited Annual Report 2020
Page 42
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
19.RELATED PARTIES (continued)
Year ended Year ended
31 March
2020
31 March
2019
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 Limited5,243 7,912
E Way Trading Limited 18,900 31,146
Guangdong Farmside International Trading Co., Ltd (sales of products)283,749 943,546
87 790
KWXS Trading Limited- 115
New Zealand Asia-Pacific Cultural Exchange Centre Limited - 788
New Zealand Fantasy Angel Biotechnology Limited10,058 -
NZ Silveray Group Limited- 2,646
318,690 1,096,205
Expenses repaid/recharged on behalf of the Group:
Guangdong Farmside International Trading Co. Limited
1,779 23,808
Guangdong Silver Fern Network Technology Co. Limited
- 6,087
Guangdong Yinrui Investment & Management Company Limited
25,124 7,257
Other related parties
6,509 12,109
33,412 49,261
304,344 667,886
- 509,610
13,070 20,000
954 215,823
- 2,307
- 9,423
30,000 20,000
2,043 5,378
- 1,250
32,000 32,000
382,411 1,483,677
Interest received or debited on related party balances:
87
187
-
844
87 1,031
Interest paid or credited on related party balances:
NZ Silveray Group Limited - on advances
1,825 -
1,825 -
Other transactions:
1,000 -
1,000
-
Guangdong Yinrui Investment & Management Company
Howard & Co Consulting and Advisory Services Limited
Howard & Co Consulting and Advisory Services Limited (Note 3)
Guangdong Farmside International Trading Co. Limited (sales commission)
E Way Holdings Group Limited
Australasian International Group Limited (purchase of goods)
Australasian International Group Limited (marketing services)
Purchases from the following for services or products provided:
Guangdong Farmside International Trading Co. Limited
NZ Silveray Group Limited
New Zealand Guangdong General Association of Commerce Inc - donation for
annual event
New Zealand National Trade Limited
NZ Silveray Group Limited
New Zealand Asia-Pacific Cultural Exchange Centre Limited
Guangdong Farmside International Trading Co. Limited (purchase of goods)
AFC Group Holdings Limited Annual Report 2020
Page 43
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
19.RELATED PARTIES (continued)
Key Management Personnel
MarchMarch
20202019
$$
Salaries and other short-term benefits
202,317 215,705
Directors' fees
58,070 64,167
260,387
279,872
20.COMMITMENTS
Operating lease commitments - Group as lessee
Non-cancellable operating lease rentals are payable as follows:
20202019
NZ$NZ$
As at 31 March:
Less than one year- 182,370
Between one and five years- 716,963
More than five years- 12,934
Total operating lease commitments- 912,267
20202019
NZ$NZ$
Lease of offices and warehouse - 245 Ti Rakau Drive - 181,520
Lease of printer and eftpos equipment1,149 540
Vineyard Rental- 12,000
The Group has no capital commitments at 31 March 2020 (2019: $nil).
The Group leases offices and warehouse in Auckland under a non-cancellable leases expiring in three years
(Refer to Note 13).
The Group also leased additional vineyard land just under five hectares in Whangarei. The lease was for a
term of three years less one day beginning on 1 March 2016 and finishing 28 February 2019. The lease was
terminated as at 31 March 2019.
The group has also entered into operating leases for eftpos with lease terms expiring in three years. The lease
for printing equipment was terminated on June 2019.
Key management personnel are defined as those persons having authority and responsibility for planning, directing
and controlling the activities of the Group, directly or indirectly, and include the directors and the Chief Executive.
Remuneration paid to key management personnel is as follows:
Commitments for minimum lease payments in relation to non-cancellable
operating leases are payable as follows:
Paymentsmadeunderoperatingleases(netofanyincentivesreceivedfromthelessor)arechargedtothe
income statement on a straight-line basis for the 2020 financial year as follows:
AFC Group Holdings Limited Annual Report 2020
Page 44
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
21.FINANCIAL INSTRUMENTS
Financial
asset at
amortised
cost
Financial
liabilities at
amortised
cost
Total
NZ$NZ$NZ$
Financial Assets:
Cash and cash equivalents197,905 - 197,905
Total financial assets197,905 - 197,905
Financial liabilities:
Related party payables and loans- 281,825 281,825
Lease liabilities- 674,399 674,399
Total financial liabilities- 956,224 956,224
Financial Assets:
Cash and cash equivalents240,645 - 240,645
Total financial assets240,645 - 240,645
Capital management
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:
The specific financial risks that the Group is exposed to are discussed below.
The fair value of the financial instruments of the Group approximates their carrying value.
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.
31 March 2020
31 March 2019
The capital structure of the Group consists of debt and equity attributable to equity holders of the parent,
comprising of issued capital and retained earnings. The Group's capital includes shares and retained earnings
with total shareholders' funds equal to $2,563,166 (2019: $3,733,719). Related party payables of $432,926
(2019: $374,260) included in the Group's capital structure are disclosed in note 19. As there is no collateral
over the related party payables, the maximum exposure is represented by the carrying amount of the payables
as at the end of the reporting period.
The Group is not subject to any externally imposed capital requirements.
The Board reviews the Group's capital structure regularly. The capital of the Group is monitored to ensure
equity holder objectives are met, the primary of which is to ensure the Group's continued ability to provide a
consistent return to its equity shareholders through a combinations of capital growth and distributions. The
Group manages its capital to ensure the entities in the Group will be able to continue as going concerns.
AFC Group Holdings Limited Annual Report 2020
Page 45
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
21.FINANCIAL INSTRUMENTS (continued)
Credit risk
Credit risk concentration profile
Exposure to credit risk
The exposure of credit risk for trade and other receivables by geographical region is as follows:
20202019
NZ$NZ$
China
283,956 808,513
Hong Kong
- 483
172,960 160,880
Total trade and related party receivables456,916 969,876
Ageing analysis
The ageing analysis of the Group’s trade and related party receivables as at reporting date is as follows:
20202019
NZ$NZ$
Not past due
166,147 124,509
Past due 0-3094,422 2,976
Past due 31-90
19,129 311,682
Past due more than 90
177,218 530,709
Total trade and related party receivables
456,916 969,876
20202019
NZ$NZ$
Impairment losses on trade, other and related party receivables458 60,462
458 60,462
New Zealand
The values in the statement of financial position are also the maximum credit risk exposure.
The Group's major concentrations of credit risk relate to the amounts owing by one (1) related party customer
which constituted approximately 62% of its total trade receivables as at the end of the reporting period. (2019:
89% of the total trade receivables and related party receivables related to three of the Groups' related party
customers).
Financial instruments which potentially are subject to credit risk principally relate to bank accounts, loans
receivable, trade receivables and other receivables. The Group's exposure to credit risk arises from potential
default of the counterparty. The bank accounts are placed with high credit quality financial institutions. The
Company performs credit evaluations on all customers requiring advances. The Company generally requires
collateral or other security to support loans advanced. The board and management on a regular basis assess
all receivables.
As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying
amount of the financial assets as at the end of the reporting period.
AFC Group Holdings Limited Annual Report 2020
Page 46
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
21.FINANCIAL INSTRUMENTS (continued)
Credit risk (continued)
Expected credit loss assessment as at 1 April 2019 and 31 March 2020
Interest rate risk
Liquidity risk
Interest rate risk is where the risk of loss to the Group from adverse changes in interest rates. The Group
exposure to interest rate changes that can affect the performance of the operation relates primarily to changes
in fixed rates at the time term loans are renegotiated.
The Group has recognised impairment losses on trade, other and related party receivables of $458 (2019:
$60,462) based on the expected loss model assessment under NZ IFRS 9.
This includes assessing and allocating expected loss rates based on historical data and trends using loss rates
that are calculated using actual credit losses experienced for the 2018 and 2019 years. These rates are also
adjusted for factors such as economic conditions, external ratings, cash flow projections and other information
available that impacts the customers of the Group. The Group has used unemployment rates and inflation
rates for the assessment and calculation of the expected loss.
The Group has also assessed and included specific expected losses amounts relating to specific customers
where there are indications that the customer is not expected to be able to pay their outstanding balances.
The Group believe that no further impairment allowance is necessary in respect of trade and related party
receivables. They are substantial companies with good track records. 98% (2019:93%) of the receivables that
are past due relate to amounts owing by one (1) related party. A significant portion of trade receivables that are
neither past due nor impaired are regular customers that have been transacting with the Group.
The Group is not exposed to interest rate risk as the interest‑bearing financial instruments carry fixed interest
rates and are measured at amortised cost. As such, sensitivity analysis is not disclosed.
Liquidity risk arises mainly from general funding and business activities. The Group practices prudent risk
management by maintaining sufficient cash balances and the availability of funding through certain committed
credit facilities.
The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in
particular its cash resources, trade receivables and the provision of funding from related parties and bank loan
facilities.
The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period
based on contractual undiscounted cash flows (including interest payment computed using contractual rates or,
if floating, based on the rate at the end of the reporting period):
AFC Group Holdings Limited Annual Report 2020
Page 47
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
21.FINANCIAL INSTRUMENTS (continued)
Liquidity risk (continued)
0 to 6
months
7 to 12
months
1 to 2
years
Over 2
years
Total
NZ $NZ $NZ $NZ $NZ $
328,274 - - 5,069 333,343
Related party payables
325,093 - 107,833 - 432,926
Lease liabilities
74,468 77,524 164,215 358,192 674,399
727,835 77,524 272,048 363,261 1,440,668
273,878 - 199 5,248 279,325
Related party payables
367,289 6,971 - - 374,260
641,167 6,971 199 5,248 653,585
Interest rate risk profile
At the reporting date the interest rate profile of interest-bearing financial instruments was:
20202019
NZ$NZ$
Fixed interest instruments
Financial assets
197,905 240,645
Financial Liabilities
(956,224)-
Total
(758,319)240,645
Fair value of financial assets and liabilities
Trade creditors and other
payables
2019
The Financial assets and liabilities are fixed for various terms.
The fair value of financial assets and financial liabilities are determined using standard terms and conditions of
the relevant instruments. The method used in determining the fair values of financial instruments are discussed
in note 1.13 and 1.14.
2020
Financial Liabilities
Trade creditors and other
payables
Financial Liabilities
AFC Group Holdings Limited Annual Report 2020
Page 48
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
22. INVESTMENT IN SUBSIDIARIES
Name of subsidiaryPrincipal activity
20202019
Vineyard and winery51%51%
Commodity trading100%100%
National Dairy Group Limited100%100%
51%51%
100%100%
100%100%
All the subsidiaries are incorporated in New Zealand and have 31 March balance dates.
23. SEGMENT REPORTING
International marketing and distribution
The operations of this segment were reclassified to Corporate in the 2020 year.
Vineyard and winery
Manufacturing
AFC Biotechnology Manufacture Co Limited which manufactures cosmetic face masks.
Refer to note 7 for further details of non-controlling interests in AFC Longview Limited and AFC Biotechnology
Manufacture Co Limited.
AFC Longview Limited
AFC International Trading Group Limited
Source and distribute
goods to China
AFC Biotechnology Manufacture Co Limited Manufacturing
AFC GoGobal Ecommerce Limited Non-Trading
AFC Education Investment Limited 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 Group operates in a number of business segments in New Zealand. The Group has determined its
operating segments into three segments, namely international marketing and distribution, vineyard and winery
and manufacturing. 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.
AFC Longview Limited, a vineyard and winery based in Whangarei which produces and sells a number of
varietals and blends of wine.
Ownership interest and
voting rights
AFC Group Holdings Limited Annual Report 2020
Page 49
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
23. SEGMENT REPORTING (continued)
Corporate
International
Marketing
Vineyard
and winery Corporate Manufacturing
Eliminations
and
adjustments
Year ended 31
March 2020
NZ$NZ$NZ$NZ$NZ$NZ$
Year ended 31 March 2020
Operating Income
Operating Revenue
- 132,043 11,353 1,088,376 3,159 1,234,931
Other Revenue-
16,820 143,665 3,966
(73,721)90,730
Interest Income- 4
157,264 98
(157,171)195
Total Revenue- 148,867 312,282 1,092,440 (227,733) 1,325,856
Cost of sales- 280,855 13,637 800,275 (29,754)1,065,013
Operating Expenses
Interest- 85,486
40,830 79,978
(157,171)49,123
- - 150 - - 150
- 27,292 25,450 39,878 - 92,620
- 235,236 269,762 824,967 (40,462) 1,289,503
- 348,014 336,192 944,823 (197,633) 1,431,396
- (480,002)(37,547)(652,658)(346) (1,170,553)
Total operating
expenses
Other expenses
Depreciation
Segment profit/
(loss) before tax
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 2020 financial year and have been included under this segment.
AFC International Trading Group Limited, which sources packaged food products, cosmetics and health
products.
Amortisation and
Impairment losses
Sales between the segments of the Group are on an arm’s length basis in a similar manner to transactions with
third parties.
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.
National Dairy Group Limited, which sources food products for distribution for China. National Dairy Group
Limited was not trading during the 2020 year.
AFC Group Holdings Limited Annual Report 2020
Page 50
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
23. SEGMENT REPORTING (continued)
International
Marketing
Vineyard
and winery Corporate Manufacturing
Eliminations
and
adjustments
Year ended 31
March 2020
NZ$NZ$NZ$NZ$NZ$NZ$
Year ended 31 March 2020 (continued)
Assets
Segment assets- 1,927,563 6,243,697 1,385,984 (5,553,410) 4,003,834
Capital Expenditure- 2,697 502 980 - 4,179
Segment Liabilities- 1,412,769 1,312,837 1,535,063 (2,820,001) 1,440,668
Year ended 31 March 2019
Operating Income
Operating Revenue
863,426
422,840 - 1,663,230
(347,453) 2,602,043
Other Revenue115,351
15,506 4,944 2,897
(117,878)20,820
Interest Income188 4
128,644 310
(125,420)3,726
Total Revenue978,965 438,350 133,588 1,666,437 (590,751) 2,626,589
Cost of sales562,163 364,948 - 927,022 (417,928)1,436,205
Operating Expenses
Interest5,590 61,578
176 58,176
(125,420)100
150 - - - - 150
6,605 30,726 23,108 48,478 - 108,917
548,780 311,968 188,199 1,112,036 (99,618) 2,061,365
561,125 404,272 211,483 1,218,690 (225,038) 2,170,532
(144,323) (330,870)(77,895)(479,275)52,215 (980,148)
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
Amortisation and
Impairment losses
Depreciation
Segment profit/
(loss) before tax
Other expenses
Total operating
expenses
AFC Group Holdings Limited Annual Report 2020
Page 51
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
23. SEGMENT REPORTING (continued)
20202019
NZ$NZ$
(1,170,553)(980,148)
- -
(1,170,553)(980,148)
4,003,834 4,387,304
- -
4,003,834 4,387,304
1,440,668 653,585
- -
1,440,668 653,585
Geographical segments
International
Marketing
Vineyard
and winery Corporate
Manufacturing
Eliminations and
adjustments Total
NZ$NZ$NZ$NZ$NZ$NZ$
China
898 90,144 - 200,098 - 291,140
New Zealand
10,408 41,246 - 892,137 - 943,791
Operating Revenue
11,306 131,390 - 1,092,235 - 1,234,931
Australia
52,984 - - - - 52,984
Hong Kong
- 108,780 - 482 - 109,262
China
16,604 219,605 - 723,374 - 959,583
New Zealand
790,937 90,964 - 598,313 - 1,480,214
Operating Revenue
860,525 419,349 - 1,322,169 - 2,602,043
All operations, assets, and liabilities were domiciled within New Zealand.
31 March 2020
31 March 2019
Adjustments
Total liabilities per Statement of Financial
Position
Revenue from external customers is attributed to geographical segments on the basis of the country the
customer is trading in. Revenues from eleven related party customers of the Group's international marketing,
vineyard and manufacturing segments represented 26% (2019: 42%) of the Group's total operating revenue.
The eliminations and adjustments of segment profit, assets and liabilities relate to intercompany transactions
and balances which are eliminated on consolidation.
Profit / (loss) before tax for operating segments
Total liabilities for operating segments
Add: deferred tax asset
Total assets per Statement of Financial Position
Taxation benefit for the year
Profit / (loss) after taxation
Total assets for operating segments
AFC Group Holdings Limited Annual Report 2020
Page 52
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
24. NET TANGIBLE ASSETS PER SHARE
20202019
NZ$NZ$
Total assets4,003,834 4,387,304
Less right-of-use assets657,066 -
Less intangible assets1,008 1,158
Tangible assets3,345,760 4,386,146
Less total liabilities1,440,668 653,585
Add lease liabilities674,399 -
Net tangible assets2,579,491 3,732,561
Number of ordinary shares on issue3,664,253,194 3,664,253,194
Net tangible assets / liabilities per share in NZ$0.0007 0.0010
25.CONTINGENT LIABILITIES
The Group has no contingent liabilities at 31 March 2020 (2019: Nil).
26.EVENTS AFTER THE REPORTING PERIOD
The net tangible assets and number of shares used in the calculation are as follows:
At the date of this report, the Board of Directors of AFC Group Holdings Limited provided the following update on
the operations of AFC Group Holdings Limited and its subsidiaries ("AFC Group") in relation to the Coronavirus
("COVID-19") global pandemic.
Firstly, the health, safety and wellbeing of our people and their families is our top priority. A contingency plan has
been implemented and aligns with advice from the New Zealand Government and the Ministry of Health.
Secondly, all directors of AFC Group have volunteered to take a 30% decrease in remuneration from 1st April
2020. Thirdly, the management of AFC Group has volunteered to take a 20% decrease in remuneration until the
30th June 2020. In addition, the management group of AFC Group may take further voluntary salary reduction
which depends on the actual impact of COVID-19.
AFC Group Holdings Limited has used online systems and technology to allow most of its staff to continue
working from home. The Group has also applied for the government wages subsidy and put effort into retaining
all staff.
AFC Group Holdings Limited Annual Report 2020
Page 53
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
26.EVENTS AFTER THE REPORTING PERIOD (continued)
The government announced the Covid-19 alert level 4 came into force on 26th March 2020. AFC Biotechnology
Manufacture Co Limited (AFCBIO) is not an essential business. Thus the business fully closed during the level 4
lockdown period. AFCBIO lost the revenue income during level 4 lockdown period and business only resumed
operations on the 14th May 2020 when it moved to Covid-19 alert level 2. AFCBIO will continue with the
progress of developing a new product and new strategy for future sales through livestreaming and different e-
commerce platform. The Company has also launched a new cooperation project with individual resellers to
distribute the products as a post-COVID-19 sales campaign.
AFC Longview Limited ("Longview Estate") is an essential business that operated through-out the lockdown
period. With the guidelines from the New Zealand Winegrowers Association and the Ministry of Health,
Longview Estate has no reported issue with the COVID-19 and continues producing White Diamond wine as
usual.
The Board of directors believes future demand for face mask and beauty product market will remain positive and
remain confident about the outlook for AFC Group. The Board of Directors are assessing the Group's position
on an ongoing basis and will continue to keep the market informed of any changes to the operation that may
have a material impact on the current business strategy.
AFC Group Holdings Limited Annual Report 2020
Page 54
AFC Group Holdings Limited
Independent auditor’s report to the Shareholders
Report on the Audit of the Consolidated Financial
Statements
Opinion
We have audited the consolidated financial statements of AFC Group Holdings Limited
and its subsidiaries (the Group), which comprise the consolidated statement of financial
position as at 31 March 2020, and the consolidated statement of comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for
the year then ended, and notes to the consolidated financial statements, including a
summary of significant accounting policies.
In our opinion the accompanying consolidated financial statements give a true and fair
view of the consolidated financial position of the Group as at 31 March 2020, and of its
consolidated financial performance and its consolidated cash flows for the year then
ended in accordance with New Zealand equivalents to International Financial Reporting
Standards (NZ IFRS).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New
Zealand) (ISAs (NZ)). Our responsibilities under those standards are further described in
the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
section of our report. We are independent of the Group in accordance with Professional
and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners issued by the
New Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, AFC
Group Holdings Limited or any of its subsidiaries.
Material Uncertainty Related to Going Concern
We draw attention to Note 1.6 in the financial statements, which indicates that the
Company incurred a net loss of $1,170,553 during the year ended 31 March 2020. As of
that date, the Group’s current assets exceed its current liabilities by $697,805 and the
Group had positive net equity of $2,563,166. As stated in Note 1.6 these events or
conditions indicate that a material uncertainty exists that may cast significant doubt on the
Group’s ability to continue as a going concern. Our opinion is not modified in respect of
this matter.
AFC Group Holdings Limited Annual Report 2020
Page 55
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
INVENTORY OBSOLESENCE
Area of focus - Refer also to Note 11 How our audit addressed it
The Group holds material levels of
inventory that represents 22% of Total
Assets. The valuation or inventory
requires significant audit attention.
Our audit procedures included:
— Understanding the system of processing inventory
transactions
— Attended physical inventory counts on or around the
Reporting Date
— Complete detailed substantive testing of the costing of
inventory
— Tested that inventory at the reporting date is stated at the
lower of Cost or Net Realisable Value by testing a
selection of inventory items to the most recent sales price
less costs to sell
— Assessing the appropriateness of the Group’s provision
for inventory based on sales history and the Group’s
forecasts and considering the level of sales in the period
between the reporting date and the time of approving the
financial statements
— Obtained an Independent Experts valuation report on the
market value of the wine and considered their
assumptions and conclusions
— Ensure appropriate disclosure has been included in the
financial statements
IMPAIRMENT OF PROPERTY, PLANT & EQUIPMENT
Area of focus - Refer also to Note 12 How our audit addressed it
The Group has significant value in
Property, Plant & Equipment and there
are operating losses at Segmental level
Our audit procedures included:
— Physical inspection of tangible property
— Critically assessing the Group’s impairment analysis and
operating forecast covering an extended period
— Performing stress-test analysis on the Group’s forecasts
— Reviewing trading activity subsequent to the Reporting
Date
— Reviewed third party expert valuation of Land and
Buildings
— Ensure appropriate disclosure has been included in the
financial statements
AFC Group Holdings Limited Annual Report 2020
Page 56
Information Other than the Consolidated Financial Statements and Auditor’s Report
Thereon
The directors are responsible for the Annual Report which includes information other than the consolidation
financial statements and audit report. Our opinion on the consolidated financial statements does not cover
the other information and we do not express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this
regard.
Directors’ Responsibilities
The directors are responsible on behalf of the entity for the preparation of consolidated financial statements
that give a true and fair view in accordance with New Zealand equivalents to International Financial
Reporting Standards, and for such internal control as the directors determine is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of these financial statements is located at the
External Reporting Board (XRB) website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report. The engagement director on the audit
resulting in this independent auditor’s report is Darren Wright.
Restriction on Distribution and Use
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken
so that we might state to the Company’s shareholders those matters which we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for
our audit work, for this report or for the opinions we have formed.
William Buck Audit (NZ) Limited
Auckland
26 August 2020
AFC Group Holdings Limited Annual Report 2020
Page 57
AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION
RankHolding%
1
1,508,808,51741.18
2
451,043,37612.31
3
198,750,0005.42
4
180,000,0004.91
5
180,000,0004.91
6
Yong Zhu122,578,3093.35
7
Shanshan Lu 120,000,0003.27
8
100,000,0002.73
9
100,000,0002.73
10 Lin Fang
98,750,0002.69
11 Fei Yao
80,000,0002.18
12
80,000,0002.18
13
47,505,0001.30
14
30,000,0000.82
15
28,650,9570.78
16
Prakash Pandey 28,513,3330.78
17
Anthony Edwin Falkenstein & Ian Donald Malcolm22,347,2220.61
18
21,881,3700.60
19
Hao Long20,000,0000.55
20
Huai Ji Zhou20,000,0000.55
Number of
shareholders
%
Number of
Shares
%
466.79%59,8670.00%
9814.48%336,4490.01%
10615.66%777,5110.02%
24035.45% 5,684,3190.16%
395.76% 2,653,7070.07%
608.86% 11,680,3900.32%
8813.00% 3,643,060,95199.42%
677 100.00% 3,664,253,194100.00%
66397.93% 3,661,046,50199.91%
Other142.07% 3,206,6930.09%
677 100.00% 3,664,253,194100.00%
10,000 - 49,999
New Zealand
Geographic Spread
500,000 – plus
100,000 – 499,999
50,000 - 99,999
Shuopeng Wang
Mingbao Zhang
Snowdon Peak Investments Limited
Wenming Tan
Spread of Shareholders (as at 18 August 2020)
Tingsong Zhang
Zhan Qin Xu
5,000 - 9,999
The company is listed on the Alternative Market of the New Zealand Exchange (NZX).
Largest Shareholders (As at 18 August 2020)
NZ Silveray Group Limited
E Way Holdings Group Limited
Zhongsheng Yao
Lei Chen
Shareholder
Wei Fang
Yinrui Shen
2,000 - 4,999
1 - 1,999
Size of Holding
AFC Group Holdings Limited Annual Report 2020
Page 58
AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)
Ordinary
Shares
Beneficially
Held
Ordinary
Shares
Beneficially
Held
% Held% Held
2020201920202019
1,508,808,517 1,508,808,51741.1841.18
451,043,376 451,043,37612.3112.31
198,750,000 198,750,0005.425.42
Lei Chen
180,000,000 180,000,0004.914.91
Yinrui Shen
180,000,000 180,000,0004.914.91
2,518,601,893 2,518,601,89368.7368.73
Appointed Resigned
6-Jun-16
-
13-Apr-15
-
17-Oct-16
-
Independent directors
Qiang Li1-Apr-18-
Zilei Wang16-May-18-
Shares
Beneficially Owned
Held Solely
Beneficially Owned
Held by Associated
Persons
198,750,000
Yang Xia-1,508,808,517
Hao Long20,000,000-
Bo Xian Cao
During the year the board of directors comprised:
Non-executive directors
Hao Long
Yang Xia (Chairman)
-
Executive directors
Statement of Directors’ Security Holdings (as at 31 March 2020)
Shares
Wei Fang
This information reflects the company’s records and disclosures made under section 280(1)(b) of the
Financial Markets Conduct Act 2013.
E Way Holdings Group Limited
Substantial Product Holders (as at 18 August 2020)
NZ Silveray Group Limited
The total number of voting securities of the company on issue at 18 August 2020 was 3,664,253,194 paid
ordinary shares.
Directors
Bo Xian Cao
AFC Group Holdings Limited Annual Report 2020
Page 59
AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)
The following are directorships held by the AFC Group Holdings Limited Directors as at 31 March 2020:
Yang Xia
AFC Group Holdings Limited
Anhui Sanhe Concrete Company
Anhui Asin International Trade Co. Ltd
Guangdong Farmside International Trading Co Limited
Guangzhou Ruifeng Fertilizer Company
Guangdong Sanjiang Industrial Development Company
Guangdong SYYR Investment & Management Company
Guangdong Yinrui Investment & Management Company
Hefei Ge Lun Bu E-commerce Co., Ltd
National Dairy Group Ltd
NZ Silveray Group Limited
Sanhe Building Materials Technology Company Ltd
Zhonghui Yuanlin Construction Limited
Hao Long
AFC Education Investment Limited
AFC Goglobal Ecommerce Limited
AFC Group Holdings Limited
AFC Longview Limited
Baby Kiwi International Trading Group Limited
Howard & Co Consulting And Advisory Services Limited
National Dairy Group Limited
New Zealand Dewellbon Group Holdings Limited
Longs Family Trust Limited
Bo Xian Cao
AFC Biotechnology Manufacture Co Limited
AFC International Trading Group Limited
AFC Group Holdings Limited
E Way Holdings Group Limited
NZ Guangdong Business Development Corporation Limited
Oceania Traceability Technology Limited
There were no other securities transactions disclosed to the Board and entered into the Interests Register for
the year to 31 March 2020.
Shares beneficially owned held by associated persons for Mr Bo Xian Cao comprise his interest as the owner
of all the shares in E Way Holdings Group Limited, which company is the holder of 198,750,000 shares.
Mr Xia’s shares beneficially owned held by associated persons comprise his interest as an ultimate
shareholder in NZ Silveray Group Limited, which company is the holder of 1,508,808,517 shares.
Statement of Directors’ Security Holdings (as at 31 March 2020) (continued)
AFC Group Holdings Limited Annual Report 2020
Page 60
AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)
Director's
fees
Other
Remuneration
$20,000Nil
$13,070Nil
Nil$80,534
Qiang Li$15,000Nil
$10,000Nil
Directors' Indemnity and Insurance
TheCompanyhasarrangedpoliciesofDirectors'Liabilityinsurancetoensurethatgenerally,directorswill
incur no monetary loss as a result of action taken against them as directors.
Hao Long also received a salary of $80,534 during the year. The Directors of AFC Group Holdings Limited
did not receive any other benefits from AFC Group Holdings Limited in the 12 months to 31 March 2020.
The following is the remuneration paid to the Directors of AFC Group Holdings Limited for the twelve months
to 31 March 2020:
Zilei Wang
There were no employees who received remuneration in excess of $100,000 during the year.
Yang Xia (Chairman)
Bo Xian Cao
Hao Long
Employees Remuneration (Excluding Directors)
Directors’ Remuneration and Other Benefits
AFC Group Holdings Limited Annual Report 2020
Page 61
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
RSM New Zealand (Auckland)TELEPHONE
PO Box 20427664-9-930-0245
Level 2, Building 5
62 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
AFC Group Holdings Limited Annual Report 2020
Page 62
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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