For personal use only - ASX · 30 June 2016 0.88 times 2.76 times Paid or Proposed Dividend per share 31 December 2016 31 December 2015 $0.00 $0.00 Details of entities over which

Brand New Vintage Limited

ABN: 59 086 435 136

ASX code: BNV

Half year report for the half-year ended

31 December 2016

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Brand New V in tage L im i ted ha l f -year f i nanc ia l repor t 2016-2017

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APPENDIX 4D Half-Year Reporting Period Results for Announcement to the Market

Current reporting period: Half year ended 31 December 2016 Previous interim reporting period: Half year ended 31 December 2015 Previous full year reporting period: Full year ended 30 June 2016 Current reporting period: half year ended 31 December 2016

Revenue from ordinary activities down 77% ($125,753) 31 December 2016 31 December 2015

$37,145

$162,898

Profit/(loss) from ordinary activities after tax attributable to members down 186% ($971,071) 31 December 2016 31 December 2015

($448,873) $522,198

Total Assets to Total Liabilities 31 December 2016 30 June 2016

0.88 times 2.76 times

Total Net Tangible Assets to Total Liabilities 31 December 2016 30 June 2016

0.88 times 2.76 times

Paid or Proposed Dividend per share 31 December 2016 31 December 2015

$0.00 $0.00

Details of entities over which control has been gained or lost during the period

No entities were gained or lost during the period.

Commentary on Results

Full commentary on the results for the reporting period can be found in the Director's Report and the consolidated financial statements for the half-year ended 31 December 2016.

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Financial report for the half-year ended 31 December 2016

Page

Directors’ report 4

Auditor’s independence declaration 6

Independent auditor’s report 7

Directors’ declaration 9

Condensed consolidated statement of profit and loss and other

comprehensive income

10

Condensed consolidated statement of financial position 11

Condensed consolidated statement of changes in equity 12

Condensed consolidated statement of cash flows 13

Notes to the condensed consolidated financial statements 14

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Directors’ report

The Directors of Brand New Vintage Limited submit herewith the financial report for the half-year ended 31 December

2016. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:

The names of the Directors of the company during and since the end of the half-year are:

Mr Piers Lewis Appointed 23 February 2017

Mr Michael Edwards Appointed 23 February 2017

Mr. Sam Atkins

Mr. Graham Keys Resigned 23 February 2017

Mr. Frank Kraps Resigned 23 February 2017

Review of operations

As announced to the ASX on 30th November 2016 BNV held its 2016 AGM. At the AGM a number of resolutions, namely of which was the issue of consideration to the Dawine acquisition and the $3 million capital raising. Dawine (CGWDH Pty Ltd) is an Australian private company with a business to consumer e-commerce wine platform. Dawine is a private Australian wine distribution company focused on the rapidly expanding Asian wine market. With global wine growth expected to be dominated by Asia, and in particular, China, Dawine has developed a platform targeting the Asian retail wine market. With eCommerce sales in both general retail and the wine industry growing rapidly, Dawine offers consumers in China the opportunity to purchase authentic wine from around the world via their personal computers, tablets and mobile phones. The Platform addresses nationwide distribution capability, which is a traditional issue with wine distribution in Asia, with established distributors having predominantly provincial capabilities. Dawine has entered into an agreement with an unrelated third party pursuant to which Dawine will obtain access and control of a climate controlled wine warehouse facility in the free trade zone, Pudong, Shanghai, China for the storage of the wine products sold through Dawine’s Platform (Products). Dawine has secured a business license, food circulation permit, wholesale liquor license and import license and has completed of registration of a wholly foreign owned entity in China. Dawine is poised to launch its Platform to the Asian market in early 2017, with the initial launch to be in China. The Platform has been custom built with a focus on agility, scalability and extendibility. While the initial launch will offer the Platform in Chinese and English, the system has been architected in a fashion that will allow Dawine to easily retool and deploy to other countries. At completion of the Acquisition, the Company appointed two representatives of Dawine as Directors of the Company. Mr. Piers Lewis has taken up the role of Executive Chairman. Mr. Mike Edwards has been appointed to the position of Non-Executive Director of the Company. Mr. Sam Atkins will remain as a Non-Executive Director of the Company. Mr Graham Keys and Mr. Frank Kraps resigned as Chairman and Director of the Company respectively. This occurred on the 23rd February 2017.

Events Subsequent to balance date Business Combination On 23rd February 2017 Brand New Vintage issued 293,846,670 shares to the shareholders of CGWDH Pty Ltd as part of the acquisition of the Dawine business. This is in conjunction with issuing 150,000,000 Brand New Vintage shares at $0.02 that raised $3,000,000 before costs on the same day. On 23 February 2017, Dawine Limited (formerly Brand New Vintage)(Dawine), acquired 100% of the ordinary share capital and voting rights in CGWDH Pty Ltd (CGWDH) as detailed in the prospectus and supplementary

prospectus announced by the Company.

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Acquistion Consideration As consideration for the issued capital of CGWDH, Dawine issued 293,846,670 shares to the shareholders of CGWDH at $0.02 for a total consideration of $5,876,933. No cash was paid as part of the acquisition consideration Fair value of consideration transferred Under the principles of AASB 3, the transaction between Dawine and CGWDH is treated as a reverse acquisition. As such, the assets and liabilities of the legal subsidiary (the accounting acquirer), being CGWDH, are measured at their pre-combination carrying amounts. The assets and liabilities of the legal parent (accounting acquiree), being Dawine are measured at fair value on the date of acquisition. The consideration in a reverse acquisition is deemed to have been incurred by the legal subsidiary (CGWDH) in the form of equity instruments issued to the shareholders of the legal parent entity (Dawine). The acquisition-date fair value of the consideration transferred has been determined by reference to the fair value of the number of shares the legal subsidiary (CGWDH) would have issued to the legal parent entity Dawine to obtain the same ownership interest in the combined entity. Therefore the deemed fair value of the acquisition of Dawine (Accounting Subsidiary) was determined to be 140,880,045 shares on issue in Dawine at $0.02 for a total value of $2,817,601. Due to the proximity of this transaction to the reporting date, the accounting for the business combination for the allocation of the consideration is incomplete at the signing date of these financials.

Auditor’s independence declaration

The auditor’s independence declaration is included on page 6 of the half-year financial report.

Signed in accordance with a resolution of directors made pursuant to s.306 (3) of the Corporations Act 2001.

On behalf of the Directors

Mr Piers Lewis

Executive Chairman

Perth, 27 February 2017

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To the Board of Directors

Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 As lead audit director for the review of the financial statements of Brand New Vintage Limited for the half year ended 31 December 2016, I declare that to the best of my knowledge and belief, there have been no contraventions of: the auditor independence requirements of the Corporations Act 2001 in relation to

the review; and any applicable code of professional conduct in relation to the review.

Yours faithfully

BENTLEYS MARK DELAURENTIS CA Chartered Accountants Director Dated at Perth this 27th day of February 2017

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Independent Auditor’s Review Report To the Members of Brand New Vintage Limited We have reviewed the accompanying half-year financial report of Brand New Vintage Limited (“the Company”) and Controlled Entities (“the Consolidated Entity”) which comprises the condensed consolidated statement of financial position as at 31 December 2016, the condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the half-year ended on that date, a statement of accounting policies, other selected explanatory notes and the directors’ declaration of the Consolidated Entity, comprising the Company and the entities it controlled during the half-year. Directors Responsibility for the Half-Year Financial Report The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2016 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of the Consolidated Entity, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report. A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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Independent Auditor’s Review Report To the Members of Brand New Vintage Limited (Continued) Independence In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. Conclusion Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Brand New Vintage Limited and Controlled Entities is not in accordance with the Corporations Act 2001 including: a. Giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2016 and of

its performance for the half-year ended on that date; and b. Complying with Accounting Standard AASB 134: Interim Financial Reporting and Corporations

Regulations 2001.

BENTLEYS MARK DELAURENTIS CA Chartered Accountants Director Dated at Perth this 27th day of February 2017

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Mr Piers Lewis

Executive Chairman

Perth, 27 February 2017

Directors declaration

The directors declare that:

(a) in the directors’ opinion, there are reasonable grounds to believe that the company will be able to pay its debts as

and when they become due and payable; and

(b) in the directors’ opinion, the attached financial statements and notes thereto are in accordance with the

Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the

financial position and performance of the consolidated entity.

Signed in accordance with a resolution of the directors made pursuant to s.303(5) of the Corporations Act 2001.

On behalf of the Directors

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Notes to the condensed consolidated financial statements are on pages 14 to 16

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Incomefor the half-year ended 31 December 2016

Half-year ended 31

December 2016

Half-year ended 31

December 2015

$ $

Continuing operations

Revenue 37,145 162,898

Cost of sales (52,801) (108,282)

Gross profit (15,656) 54,616

Finance and administration expenses (345,935) (297,757)

Sales & marketing expenses (15,606) (61,853)

Winery expenses (71,675) -

Other gains/(losses) - 20,376

Loss before income tax expense (448,872) (284,618)

Income tax expense - -

Loss after income tax relating to continuing operations (448,872) (284,618)

Discontinued operations

Profit/(loss) for the year from discontinued operations - 806,816

Loss for the year (448,872) 522,198

Other comprehensive income

Other comprehensive income for the year net of tax - -

Total comprehensive income (448,872) 522,198

Attributable to:

Equity holders of the parent (448,872) 522,198

Earnings per share

From continuing operations:

Basic and diluted (cents per share) * (0.32) (0.20)

From discontinuing operations:

Basic and diluted (cents per share) * 0.00 0.57

Total earnings from operations:

Basic and diluted (cents per share) * (0.32) 0.37

Consolidated

* The loss per share for 2015 has been restated for the 5:2 share consolidation which occurred on the 30

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Condensed Consolidated Statement of Financial Positionas at 31 December 2016

31-Dec-16 30-Jun-16

$ $

Current assets

Cash and cash equivalents 123,941 380,537

Trade and other receivables 161,601 178,656

Inventories 25,858 78,658

Other - -

311,400 637,851

Assets classified as held for sale - -

Total current assets 311,400 637,851

Non-current assetsTotal non-current assets - -

Total assets 311,400 637,851

Current liabilities

Trade and other payables 250,007 171,310

Borrowings 6 73,364 -

Share applications received in advance 30,000 -

Provisions - 59,640 Total current liabilities 353,371 230,950

Non-current liabilities

Total non-current liabilities - -

Total liabilities 353,371 230,950

Net assets (41,971) 406,901

EquityIssued capital 12,826,884 12,826,884 Accumulated (losses) (12,868,855) (12,419,983)

Total equity (41,971) 406,901

Consolidated

Note

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Condensed Consolidated Statement of Changes in Equityfor the half-year ended 31 December 2016

Consolidated Issued Capital

Accumulated

Losses Total

$ $ $

Balance as at 1 July 2015 12,826,884 (12,416,258) 410,626

Loss for period - 522,198 522,198

Balance as at 31 December 2015 12,826,884 (11,894,060) 932,824

Balance as at 1 July 2016 12,826,884 (12,419,983) 406,901

Loss for period - (448,872) (448,872)

Balance as at 31 December 2016 12,826,884 (12,868,855) (41,971)

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Condensed Consolidated Statement of Cash Flowsfor the half-year ended 31 December 2016

Half-year ended

31 December

2016

Half-year ended

31 December

2015$ $

Cash flows from operating activities

Receipts from customers 101,700 4,286,014

Payments to suppliers and employees (469,166) (3,934,774)

Interest Received 7,506 -

Interest and other costs of finance paid - (42,501)

Net cash provided by/(used in) operating activities (359,960) 308,739

Cash flows from investing activities

Payments for property, plant and equipment - -

Proceeds from sale of property, plant and equipment - 1,200,000

Net cash provided by/(used in) investing activities - 1,200,000

Cash flows from financing activities

Proceeds from borrowings 73,364 -

Share applications received in advance 30,000 -

Repayment of borrowings - (375,468)

Net cash provided by/(used in) financing activities 103,364 (375,468)

Net increase in cash and cash equivalents (256,596) 1,133,271

Cash and cash equivalents 380,537 148,704 at the beginning of the financial year

Cash and cash equivalents 123,941 1,281,975 at the end of the financial year

Cash flows from discontinued operationsNet cash inflows from operating activities - 1,402,500

Consolidated

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Notes to the Financial Statements for the half-year ended 31 December 2016

1 Summary of accounting policies

Statement of Compliance

The half-year financial report is a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134 ‘Interim Financial Reporting’. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 ‘Interim Financial Reporting’. The half-year financial report does not include notes of the type normally included in an annual financial report and shall be read in conjunction with the most recent annual financial report in accordance with any continuous disclosure obligations arising under the Corporations Act 2001.

Basis of preparation

The condensed financial statements have been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.

The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted and disclosed in the entity’s 2016 annual financial report for the financial year ended 30 June 2016, except for the impact of the Standards & Interpretations described below. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.

Adoption of new and revised Accounting Standards

The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current reporting period.

The adoption of these new and revised amendments has not resulted in any changes to the Group’s accounting policies and have no affect on the amount reported or presented in the financial statements for the current or prior periods.

Going concern

The half year financial report has been prepared on the basis of accounting principles applicable to a going concern, which assumes the commercial realization of the future potential of the Company’s and the Group’s assets and the discharge of their liabilities in the normal course of business.

As disclosed in the half year financial report, the Group recorded an operating loss for the 6-month period ended 31 December 2016 of $448,872 (2015: profit of $522,198) and a cash outflow from operating activities of $359,960 for the 6-month period ended 31 December 2016 (2015: cash inflow $308,739) and at reporting date, had a net asset deficiency of $41,971 (30 June 2016: net asset surplus $406,901).

The Directors believe it is appropriate to prepare the financial report on a going concern basis as the Company has satisfied all conditions precedent in its reverse acquisition of BNV and is scheduled to list on the ASX on 28 February 2017, after successfully raising $3,000,000. The funds raised are available for use as at the date of the Interim Financial Report.

The Directors have prepared a cash flow forecast, which includes receipt of the $3,000,000, which indicates that the Group will have sufficient cash flows to meet all commitments and working capital requirements for the 12 month period from the date of signing this financial report.

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2 Standards and Interpretations in issue not yet adopted

At the date of authorisation of the financial statements, the Standards and Interpretations listed below were in issue but not yet effective. The directors have not determined the impact of these standards and interpretations at the time the financial report was prepared.

The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current half-year.

New and revised Standards and amendments thereof and Interpretations effective for the current half-year that are relevant to the Group include:

AASB 2014-1: Amendments to Australian Accounting Standards (Part D);

AASB 2014-3: Amendments to Australian Accounting Standards – Accounting for Acquisitions of Interests in Joint Operations;

AASB 2014-4: Amendments to Australian Accounting Standards – Clarification of Acceptable Methods of Depreciation and Amortisation;

AASB 2014-6: Amendments to Australian Accounting Standards – Agriculture: Bearer Plants;

AASB 2014-9: Amendments to Australian Accounting Standards – Equity Method in Separate Financial Statements;

AASB 2015-1: Amendments to Australian Accounting Standards – Annual Improvements to Australian Accounting Standards 2012–2014 Cycle;

AASB 2015-2: Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 101;

AASB 2015-5: Amendments to Australian Accounting Standards – Investment Entities: Applying the Consolidation Exception; and

AASB 2015-9: Amendments to Australian Accounting Standards – Scope and Application Paragraphs.

The adoption of the above standards have not had a material impact on this half year financial report.

3 Subsequent events to balance sheet date

Business Combination On 23rd February 2017 Brand New Vintage issued 293,846,670 shares to the shareholders of CGWDH Pty Ltd as part of the acquisition of the Dawine business. This is in conjunction with issuing 150,000,000 Brand New Vintage shares at $0.02 that raised $3,000,000 before costs on the same day. On 23 February 2017, Dawine Limited (formerly Brand New Vintage)(Dawine), acquired 100% of the ordinary share capital and voting rights in CGWDH Pty Ltd (CGWDH) as detailed in the prospectus and

supplementary prospectus announced by the Company. Acquistion Consideration As consideration for the issued capital of CGWDH, Dawine issued 293,846,670 shares to the shareholders of CGWDH at $0.02 for a total consideration of $5,876,933. No cash was paid as part of the acquisition consideration Fair value of consideration transferred Under the principles of AASB 3, the transaction between Dawine and CGWDH is treated as a reverse acquisition. As such, the assets and liabilities of the legal subsidiary (the accounting acquirer), being CGWDH, are measured at their pre-combination carrying amounts. The assets and liabilities of the legal parent (accounting acquiree), being Dawine are measured at fair value on the date of acquisition.

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3 Subsequent events to balance sheet date (Cont)

The consideration in a reverse acquisition is deemed to have been incurred by the legal subsidiary (CGWDH) in the form of equity instruments issued to the shareholders of the legal parent entity (Dawine). The acquisition-date fair value of the consideration transferred has been determined by reference to the fair value of the number of shares the legal subsidiary (CGWDH) would have issued to the legal parent entity Dawine to obtain the same ownership interest in the combined entity. Therefore the deemed fair value of the acquisition of Dawine (Accounting Subsidiary) was determined to be 140,880,045 shares on issue in Dawine at $0.02 for a total value of $2,817,601. Due to the proximity of this transaction to the reporting date, the accounting for the business combination for the allocation of the consideration is incomplete at the signing date of these financials.

4 Segment information

AASB 8 Operating Segments requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. In the case of the Group the CODM are the board of directors and all information reported to the CODM is based on the consolidated results of the Group as one operating segment, as the Group’s activities relate to One Planet. One Planet sells wine to an importer in its market (USA).

Accordingly, the Group has only one reportable segment and the results are the same as the Group results.

5 Dividends

No dividends were paid or proposed in the 6 months to 31 December 2016. (31 December 2015: nil)

6 Borrowings

During the period the Company received borrowings from CGWDH Pty Ltd. The loan is unsecured and interest

free.

7

Financial Instruments

The Directors consider that the carrying amounts of the financial assets and financial liabilities recognised in the

consolidated financial statements approximate their fair value.

8

Key Management Personnel

Remuneration arrangements of key management personnel are disclosed in the annual financial report.

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Documents

For personal use only - ASX · 30 June 2016 0.88 times 2.76 times Paid or Proposed Dividend per share 31 December 2016 31 December 2015 $0.00 $0.00 Details of entities over which