BRAND NEW VINTAGE LIMITED (TO BE RENAMED “DAWINE LIMITED”) ACN 086 435 136

PROSPECTUS

For an offer of up to 150,000,000 Shares at an issue price $0.02 per Share to raise up to $3,000,000 (Public Offer).

The Prospectus also contains the Secondary Offers.

Completion of the Public Offer and the Secondary Offers is conditional upon satisfaction of the Conditions set out in Section 2.6 of this Prospectus. No Securities will be issued pursuant to this Prospectus until such time as the Conditions are satisfied.

This Prospectus is a re-compliance prospectus for the purposes of satisfying ASX requirements for re-listing, including satisfying Chapters 1 and 2 of the ASX Listing Rules, following a change to the nature and scale of the Company’s activities.

Joint Lead Managers to the Public Offer

CPS Capital Group Pty Ltd (AFSL 294848)

and

Merchant Capital Markets Pty Ltd (Corporate Authorised Representative 415728 of Draupner Investment Management Pty Ltd AFSL 303566)

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Securities offered by this Prospectus should be considered highly speculative.

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TABLE OF CONTENTS

1. CORPORATE DIRECTORY .............................................................................................. 1

2. IMPORTANT NOTICE ..................................................................................................... 2

3. INDICATIVE TIMETABLE* ............................................................................................... 5

4. INVESTMENT OVERVIEW ............................................................................................... 6

5. TRANSACTION OVERVIEW ......................................................................................... 16

6. DETAILS OF THE OFFERS .............................................................................................. 20

7. COMPANY OVERVIEW ............................................................................................... 30

8. RISK FACTORS ............................................................................................................ 38

9. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE ..................................... 53

10. FINANCIAL INFORMATION......................................................................................... 56

11. INDEPENDENT LIMITED ASSURANCE REPORT ............................................................. 79

12. CORPORATE GOVERNANCE ...................................................................................... 80

13. MATERIAL CONTRACTS .............................................................................................. 83

14. ADDITIONAL INFORMATION ...................................................................................... 87

15. DIRECTORS’ AUTHORISATION .................................................................................... 97

16. GLOSSARY .................................................................................................................. 98

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1. CORPORATE DIRECTORY

Directors

Graham Keys1 - Non-Executive Chairman

Samuel Atkins - Managing Director

Frank Kraps1 - Non-Executive Director

Proposed Directors

Piers Lewis2 - Executive Chairman

Michael Edwards2 - Non-Executive Director

Company Secretary

Graham Keys

Proposed Company Secretary

Arron Canicais

Current ASX Code

BNV

Proposed ASX Code

DW8

Share Registry3

Computershare Investor Services Pty Ltd Level 11 172 St Georges Terrace PERTH WA 6000

Telephone: +61 8 9323 2000 Facsimile: +61 8 9323 2033

Investigating Accountant

Bentleys Audit & Corporate (WA) Pty Ltd Level 3 216 St Georges Terrace PERTH WA 6000

Auditor3

Deloitte Touche Tohmatsu 11 Waymouth St, ADELAIDE SA 5000

Registered Office

BNV

First Floor 44A Kings Park Road WEST PERTH WA 6005

Email: info@brandnewvintage.com.au Website: www.brandnewvintage.com.au

Dawine

Suite 6 295 Rokeby Road SUBIACO WA 6008

Email: info@dawine.com Website: www.dawine.com.au

Solicitors to the Company

Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000

Joint Lead Managers

CPS Capital Group Pty Ltd Level 45 108 St George’s Terrace PERTH WA 6000

Telephone: +61 8 9223 2222 Fax: +61 8 9223 2211

Merchant Capital Markets Pty Ltd (Corporate Authorised Representative 415728 of Draupner Investment Management Pty Ltd AFSL 303566)

Suite 43 Chelsea Village 145 Stirling Highway NEDLANDS WA 6009 Telephone: + 61 8 9389 3600 Facsimile: + 61 8 9389 3699

1. To resign on Settlement. 2. To be appointed, subject to Shareholder approval at the General Meeting, with effect from Settlement. 3. These entities have been included for information purposes only. They have not been involved in the

preparation of this Prospectus.

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2. IMPORTANT NOTICE

2.1 General

This Prospectus is dated 29 November 2016 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Securities the subject of this Prospectus should be considered highly speculative.

2.2 Re-compliance Prospectus

This Prospectus is a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy the ASX requirements for re-admission to the Official List following a change in nature and scale of the Company’s activities.

2.3 Investment Advice

This Prospectus does not provide investment advice and has been prepared without taking account of your financial objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional investment advice before subscribing for Shares under this Prospectus.

2.4 Consolidation

All references to Securities in this Prospectus are made on the basis that the 1:2.5 Consolidation for which Shareholder approval is being sought at the Annual General Meeting to be held on 30 November 2016, has taken effect.

2.5 Secondary Offers

This Prospectus also includes:

(a) a private offer of 293,846,670 Shares for nil cash consideration to the holders of shares in CGWDH Pty Ltd (ACN 168 597 911) (Dawine) or their nominee(s) (Vendors) in consideration for the acquisition of 100% of the issued capital of Dawine (Consideration Offer); and

(b) a private offer of up to 150,000,000 Options for nil cash consideration to be issued to Merchant Capital Markets Pty Ltd (ACN 154 848 469) (Merchant), CPS Capital Group Pty Ltd (ACN 088 055 636) (AFSL 294848) (CPS) and/or their nominees (Broker Options) pursuant to a mandate entered into by the Company with Merchant and CPS for the provision of joint lead manager services in relation to the Public Offer (Option Offer),

(together, the Secondary Offers).

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Further details of the Secondary Offers are set out in Sections 6.2 and 6.3.

2.6 Conditional Offers

The Offers are conditional upon the Acquisition Agreement becoming unconditional (refer to Section 13.1(b) for a list of the conditions relevant to the Acquisition Agreement) (the Condition). Accordingly, the Offers under this Prospectus are effectively inter-conditional on the successful completion of each other part of the Acquisition. In this regard, if Settlement does not occur, no Securities will be issued pursuant to this Prospectus.

In the event that Shareholders do not approve all of the Acquisition Resolutions at the General Meeting, the Offers will not proceed and no Shares will be issued pursuant to this Prospectus. If this occurs, Applicants will be reimbursed their Application monies (without interest).

2.7 Forwarding-looking statements

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and our management.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Sections 5D and 8 of this Prospectus.

2.8 Defined terms

Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 16 of this Prospectus.

2.9 Time

All references to time in this Prospectus are references to Australian Western Standard Time.

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2.10 Risks

You should read this document in its entirety and, if in any doubt, consult your professional advisers before deciding whether to apply for Shares. There are risks associated with an investment in the Company and the Securities offered under this Prospectus must be regarded as a speculative investment. The Securities offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Securities. Refer to Sections 5D and 8 of this Prospectus for details relating to risk factors.

2.11 Enquiries

If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offers or how to accept the Offers, please call Sam Atkins on +61 8 8377 7707.

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3. INDICATIVE TIMETABLE*

Lodgement of Prospectus with the ASIC Opening Date of the Offers

29 November 2016 29 November 2016

General Meeting of Shareholders Closing Date of the Offers

30 November 2016 21 December 2016

Issue of Securities under the Offers 22 December 2016

Completion of the Acquisition^ 22 December 2016

Despatch of holding statements 23 December 2016

Re-quotation of Securities (including Shares issued under the Public Offer and Acquisition) on ASX

6 January 2017

* The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Date or close the Offers early without prior notice. The Company also reserves the right not to proceed with any of the Offers at any time before the issue of Securities to Applicants.

^ The above stated date for completion of the Acquisition is only a good faith estimate by the Directors and may have to be extended.

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4. INVESTMENT OVERVIEW

This Section is a summary only and is not intended to provide full information for investors intending to apply for Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

Item

Summary

Further

information

A. Company

Who is the issuer of this Prospectus?

Brand New Vintage Limited (ACN 086 435 136) (ASX:BNV) (BNV or the Company).

Who is BNV? BNV listed on the ASX on 4 April 2001 with its principal activity being the distribution of wine. Since listing on the ASX as Chateau Xanadu Limited, the Company has been in the business of winemaking and selling branded wine in key international and domestic markets including but not limited to Australia, New Zealand, United Kingdom, Ireland, Germany, USA, Canada, Japan, Korea, Singapore, Vietnam, Scandinavia, Hong Kong and China. The Company has been involved in the sales, marketing, distribution and winemaking of a number of brands since 2001 including Xanadu, Normans, NXG, Sticks and One Planet. Currently, the Company’s main undertaking is the One Planet business (One Planet). The Company has identified Dawine as a suitable acquisition to expand upon BNV’s current wine business. On 23 June 2016, the Company announced that it had entered into the Acquisition Agreement with Dawine pursuant to which the Company will acquire 100% of the Dawine Shares from the Vendors, subject to the satisfaction or waiver of various conditions precedent.

Section 5.1

What are the terms of the Acquisition?

The terms of the Acquisition Agreement and the Acquisition generally are set out in Section 13.1. The consideration for the Acquisition is the issue of 293,846,670 Shares to the Vendors. At $0.02 per Share, the total value of the consideration is $5,876,933.

Section 13.1

Who is Dawine?

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 business model targeting the Asian retail wine market. With e-Commerce 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 Dawine platform has a nationwide distribution capability, which is an advantage for Dawine relative to its competition in this market which predominantly have provincial capabilities (Platform). Dawine has limited trading history and has generated no operating revenue to date. It is now focused on the

Sections 5.4 and 7

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information commercialisation and further development of the Platform, as detailed below.

What is the Platform and what does it do?

Broadly speaking the Platform is a custom enterprise resource planning system which integrates, automates and operates Dawine’s business. The Platform has been specified and assembled by a team of software engineers being led by the Dawine team in Perth. The Platform itself has been fully implemented in both Chinese and English allowing error free cross border communication between Australian based management and Chinese based staff and customers. A custom built solution was chosen to deal with Dawine’s business model as well as to ensure maximum flexibility and ability for Dawine to quickly pivot on identified opportunities. The custom build has also ensured an ability to easily update for compliance with new and relevant legislation in the countries in which Dawine operates and local users’ expectations and taste.

Section 7.3

How were the terms of the Acquisition agreed?

The Acquisition was negotiated on an arm's length basis, and the Company is satisfied that it was the best terms it was able to negotiate with the Vendors. The Company believes that the quantum of Shares to be issued by the Company in consideration for the Acquisition reflects reasonable fair value in view of the considerations below. In determining the purchase price for Dawine, the Directors took into account the following considerations: (a) internal revenue and profit forecasts of Dawine.

However, those forecasts cannot be stated publically as they do not comply with ASIC guidelines (in particular, ASIC Regulatory Guide 170 which requires directors to have a reasonable basis for disclosing forecast financial information);

(b) the Acquisition offers a means of winedistribution in China, which will also assist in brand development throughout the region;

(c) Dawine’s future prospects based on the status of its business model, in particular the investment in: (i) developing and testing the state of the art

Dawine e-Commerce Platform; (ii) logistics and warehousing; and (iii) current management team; and

(d) representations from the Vendors as to the price at which a takeover offer for Dawine would be likely to succeed.

Due to the fact that the Dawine technology is at an early stage and pre-commercialisation, with no suitable history of revenue or earnings, it is not possible or appropriate to apply formal valuation methodologies (eg. discounted cash flow) to the Acquisition consideration.

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information The Board is of the view that proceeding with the Acquisition is in the best interests of the Company for the reasons set out above.

How will the Acquisition be implemented?

The Company has called the General Meeting, to be held on 30 November 2016, to seek the approval of its Shareholders for the change in nature and scale to the Company resulting from the Acquisition. At the General Meeting, a resolution relating to the change in the nature and scale of the Company’s activities, as well as resolutions required for Settlement and undertaking the Offers, will be put to Shareholders. The Company intends to focus on commercialising the Platform after Settlement. As such, the Company’s existing assets are not considered material in the context of the Offers, although, upon Settlement, the Company intends to utilise BNV’s existing supplier contacts and to use the Platform to distribute the One Planet brand into Asia. BNV proposes to change its name to “Dawine Limited” on Settlement, which in the Board’s opinion will be better suited to the Company’s new strategic direction.

Sections 5.5, 5.6 and 5.7

B. Business Model

What are the key business strategies of BNV?

Upon Settlement, the Company will focus on the further development and commercialisation of the Platform.

Section 5.2

How will BNV and Dawine generate income?

Dawine intends to purchase wine (wholesale model) or receive wine on consignment (consignment model) and offer the wine for sale on its Platform. Wine will be sourced directly from producers around the world. Upon supplying the wine on wholesale or consignment models, Dawine intends to transport the wine from its place of origin to its warehouse in the free trade zone in Pudong, Shanghai. Once cleared by China customs, the wine will be placed on the Platform for sale. Once a sale has been ordered and payment has been received by the Platform, Dawine engages third party couriers to deliver the Products to the customer.

Section 7.2

What are the key dependencies of BNV’s business model?

The key factors that BNV will depend on to meet its objectives are the Company’s ability to: (a) source wine from various wine regions around the world

at a competitive price point; (b) source wine that the China or any other market within

which the Company chooses to operate demands; (c) sell the wine sourced at an appropriate price point; (d) continuing to operate within the laws of the Chinese

government as an online wine merchant; (e) maintaining and operating the Dawine Platform; (f) marketing and sales success, including brand

establishment and maintenance; and

Section 7.5

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information (g) attracting customers to the website, and ensuring a

positive user experience.

C. Key Investment Highlights

What are the key investment highlights?

The Directors and Proposed Directors are of the view that an investment in the Company provides the following non-exclusive list of key highlights: (a) represents a significant opportunity for the Company to

increase the scale of its activities which should increase the number and size of the investor pool that may invest in Shares;

(b) the Acquisition provides an opportunity for the Company to diversify its interests to include Dawine which is engaged in the development of an on-line platform for the sale and distribution of wine;

(c) the Acquisition will provide the opportunity to increase the value of the Company;

(d) the Proposed Directors and management team have extensive experience and a track record within the technology and wine industries; and

(e) the Company may be able to raise further funds at higher prices by way of share equity as a result of the Acquisition.

Section 5.3

D. Key Risks

What are the key risks of an investment in BNV?

The business, assets and operations of the Company, including after Settlement, are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the Securities of the Company. The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which the Board can effectively manage them is limited. Based on the information available, a non-exhaustive list of the key risk factors affecting the Company are as follows. Investors should refer to Section 8 for a more detailed summary of the risks. (a) Foreign legal systems and legal risks: Dawine intends to

conduct business operations in overseas jurisdictions, initially launching the Platform in Asia. The official interpretation of Chinese laws, regulations and rules may be uncertain, subject to retrospective application or otherwise subject to change. In particular, Dawine is dependent upon the licenses it has been granted, as set out in Section 7.2, which allow it to operate its business in compliance with China’s regulatory regime. New laws, regulations and rules may impose additional requirements on Dawine’s business, Dawine Trading (Shanghai) Limited, incorporated in the People’s

Section 8

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information Republic of China, or the Dawine Group. There is therefore a risk that Chinese regulatory authorities may deem Dawine Trading (Shanghai) Limited or the Dawine Group to be in violation of existing or future Chinese laws, regulations, licences or rules. Likewise, Dawine Trading (Shanghai) Limited or the Dawine Group may fail to obtain or maintain requisite permits, licences and approvals.

(b) No operating history: Dawine has no operating history and the unproven potential of its proposed new business model makes any evaluation of the businesses or its prospects difficult. Although the Dawine website at www.dawine.com is currently live and operational, there are currently no users. No assurances can be given that Dawine will achieve commercial viability through the successful acquisition and retention of customers and implementation of its business plans in respect of Dawine.

(c) Development and marketization of the Platform: The success of the Company post completion of the Acquisition will depend upon Dawine’s ability to commercialise the Platform. A failure to successfully commercialise the Platform could lead to a loss of opportunities and adversely impact on the Company’s operating results and financial position. The global marketplace for most products is ever changing due to new products, changes in preferences, changes in regulation and other factors influencing market acceptance or market rejection. This market volatility and risk exists despite the best endeavours of market research, promotion and sales and licensing campaigns. There is a risk that if the Platform is not accepted by the market, Dawine will not be able to market its products, which could adversely impact Dawine’s operations.

(d) Competition risk: There is significant competition in the wine industry generally. Dawine will be competing with a range of competitors, which creates a high barrier to entry for new participants. There is no assurance that competitors will not succeed in developing online platforms or distribution networks that are more effective or economic than those developed by Dawine, or which would render the Platform obsolete and/or otherwise uncompetitive. Such competition could result in price reductions for Dawine’s products, reduced gross margins and loss of market share, any of which could materially adversely affect the Company’s future business, operating results and financial position.

(e) Supply Risk: Under Dawine’s business model, wine is a third party product and as such there are risks associated with selling a third party product that could

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information result in liabilities to Dawine. Dawine may pursue a strategy that forms strategic business relationships with other organisations in relation to the supply of current and potential products, distribution channels and points of sale. There can be no assurance that Dawine will be able to attract and retain such suppliers and to negotiate appropriate terms and conditions with these organisations or that any potential agreements with such organisations will be complied with.

(f) Logistics & Warehousing: Dawine relies upon both local and Chinese logistic providers for its operations. international freight forwarders are used to transport wine from a port of origin to China. Additionally, Dawine outsources its Chinese domestic logistics to third party contractors. As a consequence, there are risks associated with the delivery of wine via the freight forwarder that the goods may be damaged or not arrive as expected. Additionally, domestic logistic providers may also under-perform or not perform on the delivery of the goods to Dawine’s clients. Further, Dawine has entered into the Warehouse Agreement, as summarised in Section 13.2. The management and performance of the warehouse is partially dependent on the third parties and there are risks associated with their performance.

E. Directors and Key Management Personnel

Who are the Directors and Proposed Directors?

It is proposed that upon Settlement: (a) Piers Lewis and Michael Edwards will be appointed to

the Board; and (b) two Directors, Messrs Graham Keys and Frank Kraps, will

resign from the Board. The profiles of each of the Directors and Proposed Directors are set out in Sections 9.2 and 9.3. Details of the personal interests of each of the above individuals are set out in Section 9.4.

Section 9

F. Financial Information

How has BNV been performing?

The audited consolidated statements of financial position for BNV for the years ending 30 June 2014, 30 June 2015 and 30 June 2016 are set out in the Financial Information and Independent Limited Assurance Report in Sections 10 and 11.

Sections 10 and 11

How has Dawine been performing?

The audited consolidated statements of financial position for Dawine for the years ending 30 June 2015 and 30 June 2016 are set out in the Financial Information and Independent Limited Assurance Report in Sections 10 and 11.

Sections 10 and 11

What is the financial outlook for BNV?

The reviewed pro-forma statement of financial position for BNV as at 30 June 2016 (which assumes Settlement) is set out in the Financial Information and the Independent Limited Assurance Report in Sections 10 and 11.

Sections 10 and 11

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Does BNV have sufficient funds for its activities?

The funding for the Company’s short to medium term activities will be generated from a combination of the money raised under the Public Offer and existing cash reserves. The Board believes that these funds will provide the Company with sufficient working capital at anticipated expenditure levels to achieve its objectives set out in this Prospectus.

Section 7.7

G. Offers

What is being offered and who is entitled to participate in the Offers?

The Company is offering under the Public Offer up to 150,000,000 Shares at an issue price of $0.02 per Share to raise up to $3,000,000. The Consideration Offer is made to the Vendors. Accordingly, you should not complete an Application Form in relation to the Consideration Offer unless specifically directed to do so by the Company. The Option Offer is made to Merchant and CPS (Joint Lead Managers) and/or their nominees. Accordingly, you should not complete an Application Form in relation to the Option Offer unless specifically directed to do so by the Company.

Section 6.1

What is the purpose of the Public Offer?

The purpose of the Public Offer is to position the Company to seek to achieve the objectives set out in Section 6.4 and to meet the requirements of the ASX and satisfy Chapters 1 and 2 of the ASX Listing Rules. The satisfaction of Chapters 1 and 2 of the ASX Listing Rules is sought for the purpose of seeking ASX’s approval for reinstatement of the Company’s Shares to quotation following the continuing suspension following the General Meeting. The purpose of the Public Offer is also to provide sufficient capital for the purchase of stock and associated import costs, product development, sales and marketing, compliance and management and sufficient working capital to meet the Company’s anticipated overhead and administration expenses over the next 24 months. On completion of the Public Offer the Board believes the Company will have sufficient working capital to achieve these objectives. The Company intends to apply funds raised from the Public Offer, together with existing cash reserves, over the first 24 months following reinstatement of the Company to quotation on the official list of ASX in the manner set out in the table in Section 6.5.

Section 6.4

What is the purpose of the Consideration Offer?

The purpose of the Consideration Offer is to remove the need for an additional disclosure document to be issued upon the sale of any Consideration Shares.

Sections 6.2 and 6.4

What is the purpose of

The purpose of the Option Offer is to issue the Options the subject of the Mandate to the Joint Lead Managers and/or their nominees and to remove the need for an additional

Sections 6.3 and 6.4

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information the Option Offer?

disclosure document to be issued upon the sale of any Options issued pursuant to the Options Offer or any Shares issued upon exercise of those Options.

Is the Public Offer underwritten?

The Public Offer is not underwritten. Section 6.1(b)

What will BNV’s capital structure look like after completion of the Offers and the Acquisition?

Refer to Section 6.6 for a pro forma capital structure following Settlement showing the issue of Securities under the Offers.

Section 6.6

Will I be guaranteed a minimum allocation under the Public Offer?

No, the Company is not in a position to guarantee a minimum application of Shares under the Public Offer.

Section 6.10

What are the terms of the Shares and Options offered under the Offers?

A summary of the material rights and liabilities attaching to the Shares and Options offered under the Offers are set out in Sections 14.2 and 14.3.

Sections 14.2 and 14.3

Will any Securities be subject to escrow?

Subject to the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules and completing the Offers, certain Securities (including those issued under the Consideration Offer) on issue may be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. During the period in which these Securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner. The Company will apply to the ASX for a waiver from certain restriction requirements that might otherwise apply to the Consideration Shares on the basis that a majority of the Vendors: (a) paid cash for their Dawine Shares; and (b) have held their Dawine Shares for a substantial period

of time prior to the Acquisition by the Company. Subject to this waiver, all or a proportion of the Consideration Shares may be restricted from trading for a period of up to 24 months after the date of re-admission of the Company to the Official List.

Section 6.12

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Will the Shares be quoted?

Application for quotation of all Shares that are to be listed to be issued under the Offers will be made to the ASX no later than 7 days after the date of this Prospectus.

Section 6.11

What are the key dates of the Offers?

The key dates of the Offers are set out in the indicative timetable in Section 3.

Section 3

What is the minimum investment size under the Public Offer?

Applications under the Public Offer must be for a minimum of $2,000 worth of Shares (100,000 Shares) and thereafter, in multiples of $200 worth of Shares (10,000 Shares).

Section 6.1(c)

Are there any conditions to the Offers?

The Offers are conditional upon satisfaction of the Condition. If the Condition is not satisfied then the Company will not proceed with the Public Offer and the Company will repay all Application Monies received. If the Company does not proceed with the Public Offer it will not proceed with the Consideration Offer or the Option Offer.

Section 2.6

H. Use of proceeds

How will the proceeds of the Public Offer be used?

The Public Offer proceeds will be used for: • Dawine operating costs, including purchase,

transportation, storing and associated costs of importing wine;

• Dawine marketing costs; • Platform management & maintenance; • corporate overhead; • costs of the Offers; and • working capital.

Sections 6.5 and 14.8

I. Additional information

Is there any brokerage, commission or duty payable by applicants?

No brokerage, commission or duty is payable by Applicants on the acquisition of Shares under the Offers.

What are the tax implications of investing in Shares?

Holders of Shares may be subject to Australian tax on dividends and possibly capital gains tax on a future disposal of Shares subscribed for under this Prospectus. The tax consequences of any investment in Shares will depend upon an investor’s particular circumstances. Applicants should obtain their own tax advice prior to deciding whether to subscribe for Shares offered under this Prospectus.

Where can I find more information?

• By speaking to your sharebroker, solicitor, accountant or other independent professional adviser.

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Item

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Further

information • By reviewing BNV’s public announcements, which are

accessible from ASX’s website at http://www.asx.com.au under the ASX code “BNV”.

• By visiting BNV’s website at http://www.brandnewvintage.com.au/.

• By contacting Sam Atkins, a Director, on +61 8 8377 7707. • By contacting the Share Registry on

(08) 9323 2000.

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5. TRANSACTION OVERVIEW

5.1 The Company

Brand New Vintage Limited is a public company listed on the official list of ASX (ASX code: BNV) with its principal focus being the distribution of wine. The Company was incorporated on 24 February 1999 and was admitted to the official list of the ASX on 4 April 2001.

Since listing on the ASX as Chateau Xanadu Limited, the Company has been in the business of winemaking and selling branded wine in key international and domestic markets including but not limited to Australia, New Zealand, United Kingdom, Ireland, Germany, USA, Canada, Japan, Korea, Singapore, Vietnam, Scandinavia, Hong Kong and China.

The Company has two subsidiaries, Sticks Yarra Valley Pty Ltd (ACN 112 852 543) and Sticks Yarra Valley Vineyard Pty Ltd (ACN 097 710 622).

The Company has been involved in the sales, marketing, distribution and winemaking of a number of brands since 2001 including Xanadu, Normans, NXG, Sticks and One Planet. Currently, the Company’s main undertaking is the One Planet business. The Company has identified Dawine as a suitable acquisition to expand upon BNV’s current wine business. Pursuant to its continuous disclosure obligations, the Company has kept the market fully informed and updated in relation to its One Planet business. Details of this project and the work done to date are available on the Company’s ASX announcements platform.

In addition to its principal business activities, the Company has, for the past 36 months, been actively seeking to identify and evaluate new corporate opportunities in related industries which have the potential to deliver strong growth and increase Shareholder value. This is consistent with the Company’s proposed acquisition of Dawine.

5.2 The Acquisition

Pursuant to the Acquisition Agreement, the Company will acquire 100% of the Dawine Shares from the Vendors.

Upon Settlement, the Company will focus on developing and operating Dawine’s business and the Platform. A more detailed summary of Dawine and the proposed business of the Company following Settlement is set out in Section 7.

5.3 Key investment highlights

The Directors and Proposed Directors are of the view that an investment in the Company provides the following non-exhaustive list of key highlights:

(a) the Acquisition represents a significant opportunity for the Company to increase the scale of its activities which should increase the number and size of the investor pool that may invest in the Company’s Shares;

(b) the Acquisition provides an opportunity for the Company to diversify its interests to include Dawine which is engaged in the development of an on-line platform for the sale and distribution of wine;

(c) the Acquisition will provide the opportunity to increase the value of the Company;

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(d) the Proposed Directors and management team have extensive experience and a track record within the wine and technology industries; and

(e) the Company may be able to raise further funds at higher prices by way of share equity as a result of the Acquisition.

5.4 Details on Dawine

Dawine was incorporated on 17 March 2014 as 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, 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 has a nationwide distribution capability, which is an advantage for Dawine relative to its competition in this market which predominantly have provincial capabilities.

Dawine has one wholly owned subsidiary, Dawine (HK) Limited, incorporated in Hong Kong, which has the wholly owned subsidiary Dawine Trading (Shanghai) Limited, incorporated in the People’s Republic of China.

Dawine’s business model consists of purchasing wine (wholesale model) or receiving wine on consignment (consignment model) and offering the wine for sale on its Platform. Wine will be sourced from producers directly from around the world. Upon supplying the wine on wholesale or consignment models, Dawine intends to transport the wine from its place of origin to its warehouse in the free trade zone in Pudong, Shanghai. Once cleared by China customs, the wine will be placed on the Platform for sale. Once a sale has been ordered and payment has been received by the Platform, Dawine proposes to engage third party couriers to deliver the goods to the customer.

Dawine has entered into an agreement with an unrelated third party pursuant to which Dawine will obtain access and control of a secure, 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) (Warehouse Agreement). A summary of the Warehouse Agreement is set out in Section 13.2.

Dawine has secured a business license, food circulation permit, wholesale liquor license and import license and has completed the required registration for a wholly foreign owned entity in China. Furthermore, Dawine has secured contracts for courier services within China with various unrelated third parties. A summary of the licenses is set out in Section 7.2.

Dawine plans to launch its Platform to the Asian market in the first quarter of 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. This flexibility will allow Dawine to take advantage of any trends in demand for the Products arising in different jurisdictions, while simultaneously mitigating any risk associated with reliance on consistent demand for the Products in China, or risk associated with the continuing supply of the Products exporting to China.

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5.5 Suspension and Re-admission to ASX

ASX has determined that the Acquisition, if successfully completed, will represent a significant change in the nature and scale of BNV’s operations to a company focused on the distribution of wine and the development and commercialisation of the Dawine technology.

The change in the nature and scale of BNV’s activities will require:

(a) the approval of Shareholders; and

(b) the Company to re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules.

BNV’s Shares are currently suspended. The Shares will not be reinstated to Official Quotation until the Company has re-complied with Chapters 1 and 2 of the ASX Listing Rules and is re-admitted by the ASX to the Official List.

Some of the key requirements of Chapters 1 and 2 of the Listing Rules are:

(a) the Company must satisfy the shareholder spread requirements relating to the minimum number of Shareholders and the minimum value of the shareholdings of those Shareholders; and

(b) the Company must satisfy the “assets test” as set out in ASX Listing Rule 1.3.

It is expected that the conduct of the Offers pursuant to this Prospectus will enable the Company to satisfy the above requirements.

In the event that BNV does not receive conditional approval for re-admission to the Official List, BNV will not proceed with the Offers and will repay all Application monies received by it in connection with this Prospectus (without interest).

5.6 Shareholder Approval of Acquisition Resolutions

BNV has called the General Meeting primarily for the purpose of seeking the approval of Shareholders to a number of resolutions required to implement the Acquisition.

It is a condition to completion of the Offers under this Prospectus, as well as the Acquisition, that each of the following resolutions is approved by Shareholders:

(a) the significant change in the nature or scale of the Company’s activities, as required by ASX, for which Shareholder approval is required under ASX Listing Rule 11.1.2 ;

(a) the Company undertaking a consolidation of the Shares on issue on a 2.5:1 basis (Consolidation);

(b) the issue of up to 293,846,670 Shares to the Vendors (Consideration Shares) under the Consideration Offer in consideration for 100% of the Dawine Shares;

(c) the issue of Shares under the Public Offer;

(d) change the Company’s name to “Dawine Limited” with effect from when ASIC alters the details of the Company’s registration;

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(e) the issue of 150,000,000 Options to the Joint Lead Managers or their nominees;

(f) the adoption of an employee incentive plan (Plan);

(g) the issue of 12,000,000 Options to Piers Lewis under the Plan;

(h) the issue of 12,000,000 Options to Sam Atkins under the Plan; and

(i) the issue of 12,000,000 Options to Michael Edwards under the Plan,

(each, an Acquisition Resolution).

If any of the Acquisition Resolutions are not approved by Shareholders the Acquisition (including the Offers under this Prospectus) will not be completed.

5.7 Change of Name

Subject to Shareholder approval being obtained, BNV will change its name to “Dawine Limited” as a condition precedent to Settlement, which in the Directors’ opinion will be better suited to the Company’s new strategic direction.

An overview of the Company’s business following Settlement is set out in Section 7.

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6. DETAILS OF THE OFFERS

6.1 The Public Offer

Pursuant to this Prospectus, the Company will be offering up to 150,000,000 Shares at an issue price of $0.02 per Share to raise up to $3,000,000.

The Shares offered under the Public Offer will rank equally with the existing Shares on issue. Refer to Section 14.2 for a summary of the terms of Shares.

(a) Minimum subscription

The minimum subscription is $2,500,000 for the Public Offer.

If the minimum subscription has not been raised within three months after the date of this Prospectus, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

(b) No underwriting

The Public Offer is not underwritten.

(c) Minimum application amount

Applications under the Public Offer must be for a minimum of $2,000 worth of Shares (100,000 Shares) and thereafter, in multiples of $200 worth of Shares (10,000 Shares).

(d) Eligible participants

The Offer is open to retail and sophisticated investors in Australia and New Zealand and certain investors in Hong Kong. See Section 6.15 for further details.

Where the Company accepts oversubscriptions, the Shares to be issued under the oversubscriptions will be issued at the absolute discretion of the Directors.

Accordingly, the Company is not in a position to guarantee a minimum application of Shares under the Public Offer.

(e) Quotation and trading

Application for quotation of the Shares issued under the Public Offer will be made to ASX no later than 7 days after the date of this Prospectus. See Section 6.11 for further details.

No Shares issued pursuant to the Public Offer will be subject to any escrow requirements by the ASX.

6.2 Consideration Offer

This Prospectus also includes an offer of 293,846,670 Shares to the Vendors (or their nominees) pursuant to the Acquisition Agreement in consideration for the acquisition by the Company of 100% of the Dawine Shares.

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The material terms and conditions of the Acquisition Agreement are summarised at Section 13.1 of this Prospectus.

Application for quotation of the Shares issued under the Consideration Offer will be made to ASX no later than 7 days after the date of this Prospectus. See Section 6.11 for further details.

Only the Vendors (or their nominees) may accept the Consideration Offer. A personalised Application Form in relation to the Consideration Offer will be issued to the relevant Vendors (or their nominees) together with a copy of this Prospectus.

The Shares issued under the Consideration Offer may be subject to escrow under the ASX Listing Rules. Please refer to Section 6.12 for further details.

6.3 Option Offer

This Prospectus also includes an offer of Options to the Joint Lead Managers and/or their nominees pursuant to the Mandate between the Company and the Joint Lead Managers.

The material terms of the Mandate are summarised at Section 13.3 of this Prospectus.

Only CPS, Merchant and/or their nominees may accept the Option Offer. A personalised Application Form in relation to the Option Offer will be issued to the Joint Lead Managers and/or their nominees together with a copy of this Prospectus.

6.4 Purpose of the Offers

The primary purpose of the Public Offer is to:

(a) assist the Company to meet the re-admission requirements of ASX under Chapters 1 and 2 of the ASX Listing Rules (e.g. Shareholder spread) (see Section 5.5 for further details); and

(b) to provide the Company with additional funding to progress the development and marketing of the Platform and provide the Company with sufficient working capital to meet its anticipated overhead and administrative expenses over the next 24 months.

The Company intends on applying the funds raised under the Public Offer along with its current cash reserves in the manner detailed in Section 6.5.

The purpose of the Consideration Offer is to remove the need for an additional disclosure document to be issued upon the sale of any Consideration Shares.

The purpose of the Option Offer is to remove the need for any additional disclosure document to be issued upon the sale of any Options issued pursuant to the Option Offer.

6.5 Use of Funds

The Company intends to apply funds raised from the Offer, together with existing cash reserves, in the next 24 months following re-admission to the Official List of the ASX (for the purpose of satisfying the ASX’s requirements for re-listing following

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a significant change to the nature and scale of the Company’s activities) as follows:

Item Proposed minimum

subscription ($2,500,000) plus

existing cash

Proposed maximum

subscription ($3,000,000) plus

existing cash

Existing cash reserves in BNV $380,537 $380,537

Existing cash reserves in Dawine $135,626 $135,626

Funds raised under the Public Offer $2,500,000 $3,000,000

TOTAL $3,016,163 $3,516,163

Dawine capital raising post balance date (less costs) $960,000 $960,000

TOTAL FUNDS $3,956,163 $4,456,163

Dawine operating costs, including purchase, transportation, storing and associated costs of importing wine $1,200,000 $1,400,000

Dawine sales, marketing and administration $1,210,000 $1,400,000

Platform management & maintenance $310,000 $310,000

Corporate overheads $650,000 $650,000

Costs of the Offers $330,000 $360,000

Working Capital $256,163 $336,163

TOTAL $3,956,163 $4,456,163 Notes:

1. Refer to the Independent Limited Assurance Report set out in Section 11 of this Prospectus for further details.

2. Refer to Section 14.8 of this Prospectus for further details in relation to expenses of the Offers.

The above table is a statement of current intentions as of the date of lodgement of this Prospectus with the ASIC. As with any budget, intervening events and new circumstances have the potential to affect the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied on this basis.

Actual expenditure may differ significantly from the above estimates due to a change in market conditions, the development of new opportunities and other factors (including the risk factors outlined in Sections 5D and 8).

The Board believes that the funds raised from the Public Offer, combined with existing funds will provide the Company with sufficient working capital at anticipated expenditure levels to achieve its objectives set out in this Prospectus.

It should be noted that the Company is unlikely to be self-funding through its own operational cash flow at the end of the 24 month period referred to above. Accordingly, the Company may require additional capital beyond this point,

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which will likely involve the use of additional debt or equity funding. The use of further debt or equity funding will be considered by the Board where it is appropriate to expand growth and marketing efforts, accelerate a specific project or capitalise on further opportunities.

6.6 Capital Structure

The expected capital structure of the Company following completion of the Offers and all related matters (assuming no Options are exercised) will be as follows:

Proposed minimum Capital Raising ($2,500,000)

Proposed maximum Capital Raising ($3,000,000)

Securities Shares Options Shares Options

Existing issued securities 352,200,113 - 352,200,113 -

Post Consolidation Shares currently on issue 140,880,045 - 140,880,045

Shares (on a post Consolidation basis) under the Consideration Offer2

293,846,6701 - 293,846,6701 -

Public Offer Shares4 125,000,000 - 150,000,000 -

Broker Options (on a post Consolidation basis) - 150,000,0002 - 150,000,0002

Director Options (on a post Consolidation basis) - 60,000,0003 - 60,000,0003

TOTAL SECURITIES POST-COMPLETION 559,726,715 210,000,000 584,726,715 210,000,000

Notes

1. It is proposed to issue 293,846,670 Shares to Vendors as part of the Acquisition. These Shares will be offered pursuant to the Consideration Offer. Shareholder approval for the issue of the Consideration Shares is being sought at the General Meeting.

2. It is proposed to issue a total of up to 150,000,000 Options to the Joint Lead Managers and/or their nominees pursuant to ASX Listing Rule 7.1. Shareholder approval for this issue is being sought at the General Meeting.

3. It is proposed to issue a total of up to 60,000,000 Options to Mr Sam Atkins, the Proposed Directors and consultants pursuant to ASX Listing Rule 10.11. The Options are exercisable on the terms and conditions set out in Section 14.3 and Shareholder approval for the grant of the Options is being sought at the General Meeting.

The dilutionary impact in percentage terms on investors under the Public Offer is set out below.

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Percentage of Shares held by different categories of Shareholder on Settlement and completion of the Offers

Category of Shareholder Minimum Subscription

Maximum Subscription

Existing Shareholders as at the date of this Prospectus 25.2% 24.1%

Participants in the Public Offer 22.3% 25.7%

Vendors under the Consideration Offer 52.5% 50.2%

Total 100% 100%

Total number of Shares on issue 559,726,715 584,726,715

Percentage of Shares held by different categories of Shareholder on a fully diluted basis on Settlement and completion of the Offers

Category of Shareholder Minimum Subscription

Maximum Subscription

Existing Shareholders as at the date of this Prospectus 18.3% 17.7%

Participants in the Public Offer 16.2% 18.9%

Vendors under the Consideration Offer 38.2% 37.0%

Options issued to Directors, Proposed Directors and consultants 7.8% 7.5%

Joint Lead Managers (or their nominees) under the Option Offer 19.5% 18.9%

Total 100% 100%

Total number of Shares on issue 769,726,715 794,726,715

Note: The above assumes that all Options are exercised, but no new capital has been raised and no Securities issued other than the Options to be issued to Mr Sam Atkins and the Proposed Directors, and those the subject of this Prospectus.

This is a statement of current intentions as at the date of this Prospectus. Intervening events may alter how the Company funds the Acquisition which may impact the proposed capital structure.

6.7 Substantial Shareholders

As at the date of this Prospectus, the following Shareholders hold 5% or more of the total number of Shares on issue:

Shareholder Shares %

The Trust Company (Australia) Limited <MOF A/C> 33, 502,057 9.51

Ajava Holdings Pty Ltd 22,666,666 6.44

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Alltime Nominees Pty Ltd <Honeyham Family A/C> 20,119,421 5.71

On completion of the Offers (assuming no Securities issued other than those the subject of this Prospectus and no Options are exercised), the following Shareholders are expected to hold 5% or more of the total number of Shares on issue:

Shareholder Shares Minimum Subscription

Maximum Subscription

The Trust Company (Australia) Limited <MOF A/C> 50,168,721 8.96% 8.58%

Cranley Consulting Pty Ltd1 34,400,000 6.15% 5.88%

Norman Ka-Meng Lip & Maya Pranoto <Manor Ventures A/C>1 33,600,000 6.00% 5.75%

Notes: Pursuant to the Acquisition Agreement, it is proposed to issue 293,846,670 Shares as part of the consideration for the Acquisition, Shareholder approval for the issue of these Shares will be sought at the General Meeting.

6.8 Taxation

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor.

It is not possible to provide a comprehensive summary of the possible taxation positions of all potential Applicants. As such, all potential investors in BNV are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

6.9 Applications

Applications for Shares under the Offers must be made using the relevant Application Form. By completing an Application Form, you will be taken to have declared that all details and statements made by you are complete and accurate and that you have personally received the Application Form together with a complete and unaltered copy of the Prospectus.

Completed Application Forms must be mailed or delivered to the address set out on the Application Form, with sufficient time to be received by or on behalf of the Company by:

(a) in respect of the Public Offer – no later than 5.00pm (WST) on the Closing Date, which is currently scheduled to occur on 21 December 2016;

(b) in respect of the Consideration Offer – no later than 5.00pm (WST) on the Closing Date, which is currently scheduled to occur on 21 December 2016; and

(c) in respect of the Option Offer – no later than 5.00pm (WST) on the Closing Date, which is currently scheduled to occur on 21 December 2016.

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Applications under the Public Offer must be accompanied by payment in full in Australian currency by cheque, direct debit or BPAY® in accordance with the instructions set out in the Application Form.

Participation in the Consideration Offer and Option Offer is personal and personalised Application Forms in relation to the Consideration Offer and Option Offer will be issued to the relevant participants together with a copy of this Prospectus.

The Company reserves the right to close the Offers early.

If you require assistance in completing an Application Form, please contact the Share Registry on (08) 9323 2000.

6.10 Issue of Shares and Allocation Policy

(a) General

Subject to the satisfaction of the Condition (see Section 2.6), the issue of Securities offered by this Prospectus will take place as soon as practicable after the Closing Date and in accordance with the timetable set out in Section 3.

(b) Public Offer

The allocation of Shares under the Public Offer will be determined by the Board in their absolute discretion.

There is no guaranteed allocation of Shares under the Public Offer.

The Board reserves the right to reject any Application or to allocate any Applicant fewer Shares than the number applied for. Where the number of Shares issued is less than the number applied for, or where no issue is made, surplus Application monies will be refunded (without interest) to the Applicant as soon as practicable after the Public Offer Closing Date.

The Company’s decision on the number of Shares to be allocated to an Applicant will be final.

(c) Consideration Offer and Option Offer

The Consideration Offer is a personal offer to the Vendors. As such, Shares offered under the Consideration Offer will be allocated and issued to those parties (or their respective nominees) only.

The Option Offer is a personal offer to the Joint Lead Managers and/or their nominees. As such, Options offered under the Option Offer will be allocated and issued to those parties (or their respective nominees) only.

Subject to satisfaction of the Condition, allocations under the Consideration Offer and the Option Offer are guaranteed.

(d) Defects in Applications

If an Application Form is not completed correctly or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Application Form to be valid. The Company’s decision to treat

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an Application as valid, or how to construe, amend or complete it, will be final.

(e) Interest

Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all Application monies will be held by the Company in trust for Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

6.11 ASX listing

The Company will apply for Official Quotation of all Shares issued under this Prospectus within 7 days after the date of this Prospectus. However, Applicants should be aware that ASX will not commence Official Quotation of any Shares until the Company has re-complied with Chapters 1 and 2 of the ASX Listing Rules and has received the approval of ASX to be re-admitted to the Official List (see Section 5.5). As such, the Shares may not be able to be traded for some time after the close of the Offers.

If the Shares are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of this Prospectus, or such period as varied by the ASIC, or if ASX otherwise rejects the Company’s application for re-admission to the Official List (see Section 5.5), the Company will not issue any Shares and will repay all Application monies for the Shares within the time prescribed under the Corporations Act, without interest. In those circumstances the Company will not proceed with the Acquisition.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

6.12 Restricted Securities

Subject to the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules and completing the Offers, certain Securities on issue (including the Consideration Shares) may be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation.

During the period in which these Securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.

The Company intends to apply to the ASX for a waiver from certain restriction requirements that might otherwise apply to Consideration Shares on the basis that a majority of the Vendors:

(a) paid cash for their Dawine Shares; and

(b) have held their Dawine Shares for a substantial period of time prior to the Acquisition by the Company.

Subject to this waiver, all or a proportion of the Securities referred to above may be restricted from trading for a period of up to 24 months after the date of re-admission of the Company to the Official List.

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The Company will announce to the ASX full details (quantity and duration) of the Securities required to be held in escrow prior to the Company’s listed securities being reinstated to trading on ASX (which reinstatement is subject to ASX’s discretion and approval).

6.13 Top 20 Shareholders

The Company will announce to the ASX details of its top 20 Shareholders following completion of the Offers and prior to the Securities re-commencing trading on ASX.

6.14 Clearing House Electronic Sub-Register System and Issuer Sponsorship

The Company participates in the Clearing House Electronic Sub-register System (CHESS). ASX Settlement Pty Ltd, a wholly owned subsidiary of ASX, operates CHESS. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with holding statements (similar to a bank account statement) that set out the number of Shares issued to them under this Prospectus. The holding statements will also advise holders of their Holder Identification Number (if the holder is broker sponsored) or Security Holder Reference Number (if the holder is issuer sponsored) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of Shares can be transferred without having to rely upon paper documentation. Further, monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month. Shareholders may request a holding statement at any other time, however a charge may be made for such additional statements.

6.15 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer of, or invitation to apply for, Shares in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or invitation. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed in order to accept any of the Offers.

Where this Prospectus has been dispatched to persons in jurisdictions outside of Australia, in which the securities legislation or regulation requires registration or any analogous treatment, this Prospectus is provided for information purposes only. Other than Australia, this Prospectus has not been and will not be registered under any such legislation or regulation or in any such jurisdiction.

The Offers do not and will not constitute an offer of Shares in the US. Furthermore, no person ordinarily resident in the US is or will become permitted to submit an

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Application Form. If the Company believes that any Applicant is ordinarily resident in the US, or is acting on behalf of a person or entity that is ordinarily a resident of the US, the Company will reject that applicant’s application.

Hong Kong

WARNING: This Prospectus has not been, and will not be, registered as a Prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of (CWUMP) Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO). No action has been taken in Hong Kong to authorise or register this Prospectus or to permit the distribution of this Prospectus or any documents issued in connection with it. Accordingly, the Securities have not been and will not be offered or sold in Hong Kong by means of any document other than (a) to "professional investors" (as defined in the SFO) or (b) in other circumstances which do not result in the document being a “Prospectus” as defined in the CWUMP or which do not constitute an offer to the public within the meaning of the CWUMP.

No advertisement, invitation or document relating to the Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person issued Securities may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such Securities.

The contents of this Prospectus have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the Offer. If you are in doubt about any contents of this Prospectus, you should obtain independent professional advice.

6.16 Enquiries

If you have any queries in relation to the Offers, please contact Sam Atkins on +61 8 8377 7707.

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7. COMPANY OVERVIEW

7.1 Business Overview

As detailed in Section 5.1, since listing, the Company’s principal activity has been the distribution of wine. Further information can be found on BNV’s website, http://www.brandnewvintage.com.au.

On 24 June 2016, the Company announced to ASX that it had entered into the Acquisition Agreement pursuant to which the Company will acquire 100% of the Dawine Shares from the Vendors.

7.2 About Dawine

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 has a nationwide distribution capability, which is an advantage for Dawine relative to its competition in this market which predominantly have provincial capabilities.

Dawine’s business model consists of purchasing wine (wholesale model) or receiving wine on consignment (consignment model) and offering the wine for sale on its Platform. Wine is intended to be sourced from producers directly from around the world. Upon supplying the wine on wholesale or consignment models, Dawine proposes to transport the wine from its place of origin to its warehouse in the free trade zone in Pudong, Shanghai. Once cleared by China customs, the wine will be placed on the Platform for sale. Once a sale has been ordered and payment has been received by the Platform, Dawine will engage third party couriers to deliver the Products to the customer.

Dawine has entered into the Warehouse Agreement pursuant to which Dawine will obtain access and control of a secure, climate controlled wine warehouse facility in the free trade zone, Pudong, Shanghai, China for the storage of the wine products sold through Dawine’s online Platform. A summary of the Warehouse Agreement is set out in Section 13.2.

Dawine has secured a business license, food circulation permit, wholesale liquor license and import license, and has completed the required registration of a wholly foreign owned entity in China. A summary of the licenses is provided below.

Business License

The scope of the business license allows Dawine to engage in wholesale, online retail, import, export activities, and to engage in commission agency businesses of liquor and related services and food circulation. The business license will expire 31 January 2046.

Food Circulation Permit

The scope in the food circulation permit allows Dawine to sell pre-packaged food (including frozen and refrigerated food and drink). This license will expire on 30 September 2018 and may be renewed upon expiry.

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Wholesale Liquor License

The wholesale liquor license scope allows Dawine to engage in the wholesale sale of liquor to wholesale and retail customers and will expire on 12 June 2019 and is renewable on expiry.

Import License

Dawine has successfully registered with the China Import Inspection Bureau. The import license allows Dawine to import wine. No expiry date is specified.

Dawine plans to launch its Platform to the Asian market in the first quarter of 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.

7.3 Dawine Platform

The Platform is a complete suite of custom integrated applications which together manage all aspects of Dawine’s business. Broadly speaking the Platform is a custom enterprise resource planning) system which integrates, automates and operates the Dawine business.

The Platform has been specified and assembled from the ground up by a team of software engineers led by the Dawine team in Perth. The Platform itself has been fully implemented in both Chinese and English allowing error free cross border communication between Australian based management, Chinese based staff and customers.

A custom built solution was chosen to deal with Dawine’s unique business model as well as to ensure maximum flexibility and ability for Dawine to quickly pivot on identified opportunities. The custom build has also ensured an ability to easily update for compliance with Chinese legislation and local user expectations and taste.

For the customer, the Platform delivers an easy to use eCommerce experience across all devices (desktop/tablet/mobile) providing an easy to use, convenient shopping experience. The system also offers a complete Dutch auction system allowing Dawine customers to competitively bid on select Products. In terms of payments Dawine captures the largest segment of payments in China offering both Unionpay and Alipay payment integration. While the focus of the system is on Chinese payment gateways Dawine also transacts across global credit card network with transaction capability in Chinese RMB on any credit card.

Technically speaking the system can be broken down into four distinct components:

(a) A customer facing website for the retail of wine. This is a consumer facing website which allows consumers to perform all types of actions one could expect from any modern business to consumer ecommerce Platform. The website delivers a pleasing eCommerce experience for users and is optimized for delivery on desktops and tablets.

(b) A customer facing mobile website for the retail of wine. This is a consumer facing mobile website which, like the website allows consumers to perform all types of actions one could expect from any modern business

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to consumer ecommerce Platform. The interface for this website has been designed specifically for use on mobile devices.

(c) A customer facing iOS and Android application (app) for the retail of wine. This is a consumer facing mobile app – which will be launched on the Apple and Google app stores. Like the mobile website the app will focus on delivery of the Dawine experience on mobile phones. The app will also be able to be installed on the Apple iPad and other popular Android tablets.

(d) An administrative cloud portal for Dawine to manage operations. The Dawine administrative portal is for the exclusive use of Dawine staff and covers off core business functions. The portal is divided into distinct functions with an ability to delegate access to individual sections to different staff members. Sections include:

(i) logistics;

(ii) stock control;

(iii) marketing;

(iv) order processing and sales;

(v) finance;

(vi) support;

(vii) content updates; and

(viii) management reporting.

7.4 Dawine Business Model

Dawine has two methodologies of procuring wine from global wine regions. One methodology, being the purchase of wine on consignment, reduces the capital expenditure outlay required to purchase the wine and allows Dawine to focus on marketing the Platform. Under consignment, wine producers pay a commission to Dawine for the provision of the services Dawine provides to the wine producer. Under the second methodology, Dawine will purchase wine from global producers and sell on a traditional distribution model of purchasing wine at wholesale rates and selling at retail rates, with the difference being the gross margin made by Dawine. Consequently, the two methodologies have two revenue structures, depending under which methodology a wine producer has signed up to.

Dawine intends to obtain the wine products to be distributed through the Platform through purchase orders with a number of different suppliers. Further, Dawine intends to utilise existing BNV suppliers in relation to the One Planet brand. Dawine is currently in discussions with both potential new and existing BNV suppliers in relation to securing these purchase orders. Dawine does not currently have any written, on-going supply agreements in place. As such, no relationship with an individual supplier is considered to be material to the business of Dawine at this time. Additionally, Dawine obtains wine via the wholesale or consignment model from producers around the world, and is not reliant on one geographic region to obtain supply.

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Wine supply secured is then shipped from the port of origin to Dawine’s bonded warehouse in the free trade zone of Shanghai. Dawine manages the import process and once cleared of customs, enters Dawine’s distribution warehouse. Once cleared of customs and ready for distribution, the wine will be placed on the Platform for sale to the retail market of China. Recent changes to Chinese importation laws and regulations are not anticipated to effect Dawine’s business or operations. Further information is included in Section 8.4(c).

Upon sale of the wine and receipt of funds, through Dawine’s local logistic partners, Dawine manages the delivery of the wine to the consumer in a timely manner. Dawine currently uses the services of several Chinese domestic courier companies to deliver its goods throughout mainland China. Dawine has not entered into written agreements with the courier companies for delivery of its goods at this time, but rather engages the courier companies’ services on a month-to-month basis.

The Platform offers Chinese consumers the opportunity to purchase some of the world’s leading wines and brands via a simple, on-line Chinese portal that offers a range of purchasing options. The Platform provides the Chinese consumer with an enhanced level of information and education on the world of wine and its leading wine regions, winemakers and brands. Dawine will focus on providing online content to retail customers on the origin and history of the wine that they can purchase.

Importantly Dawine guarantees all wine delivered is authentic and cannot be counterfeit as all wines are sourced direct from the winery and stored in Dawine’s secured bonded warehouse in the free trade zone in Shanghai.

7.5 Key Dependencies of the Business Model

The key factors that Dawine will depend on to meet its objectives are:

(a) ability to protect its intellectual property in the Platform;

(b) procure appropriate (both quality and price) wine supply to meet the demand of retail customers;

(c) continue to operate a safe, climate controlled warehouse;

(d) continue to operate under its business license;

(e) continue to operate under its wholesale liquor license;

(f) continue to operate under the food circulation permit; and

(g) attract and retain retail customers to join Dawine via computer or mobile device.

7.6 Growth Strategy

For growth, the Company intends to increase Shareholder value as per the vision outlined above, by adopting the following strategies:

(a) adopting appropriate portfolio and risk management polices to achieve operating efficiencies and maximise returns for investors;

(b) ensuring the application of appropriate debt levels with a view to providing acceptable risk-adjusted returns; and

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(c) increase the customer base to increase sales revenue.

7.7 Funding

The funding for the Company for the two years following re-admission to the Official List of ASX will be met by the offer of Shares pursuant to the Public Offer under this Prospectus and by the Company’s existing cash reserves (see Section 6.5 for further details). As and when further funds are required, either for existing or future developments, the Company will consider both raising additional capital from the issue of securities and/or from debt funding.

7.8 BNV Business – post Acquisition

The Board sees the Acquisition as a further extension of BNV’s current business to assist its progress in the sales and marketing of its One Planet brand in Asia, as well as generating further income, cash flow and profit for further investment in BNV’s strategy to grow the One Planet brand and One Planet winemaking model around the world. Specifically, BNV plans to distribute its One Planet branded wine through the Dawine’s website and distribution channels, which are further detailed below. The Board believes that moving towards a more sophisticated online distribution of its One Planet product is consistent with current industry trends.

Acquiring Dawine’s business and Platform will give BNV the ownership and control over the distribution Platform it requires in Asia to build its international One Planet brand concept in Asia, whilst also generating further income, cash flow and profit via the sales and marketing of third party international brands.

The Board is confident that the Acquisition will fast-track the launch of One Planet into China and potentially other key markets within Asia. It is the Company’s intention that the Platform will operate as a further distribution channel for the One Planet brand, in addition to distribution channels already in place. It is proposed that the brand will be available in both tetra pak and glass bottles for the Chinese market.

The Acquisition is intended to assist and implement BNV’s strategic objective to expand the One Planet brand’s distribution into Asia. The Board is further considering a strategy to expand the Platform into key international wine markets outside China, including Korea, Japan, the USA and Australia.

7.9 Industry information

Australia

The Australian wine industry experienced a period of considerable growth from 1991 to 2007, led by export expansion. Over the five years up to 2011/2012 the wine industry has exported between 57% and 70% of total production. Exports accounted for an estimated 62% of production in 2011/2012.

In 2009, wine industry bodies jointly released the Wine Restructuring Action Agenda, and in it stated that 20% of bearing vines and 100 million cases of wine were surplus to requirements.

The industry is highly fragmented - the largest 38 wineries account for 88% of production and the largest producer has less than 15% of output. The fragmented

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nature of the industry and the nature of grape production makes aligning supply with demand difficult.

In the Australian wine industry, grape price changes are not uniform and there is significant volatility from year to year and between grape varieties and regions. Prices paid for wine grapes have steadily declined over the decade, however the average price for the 2012/2013 vintage is the highest for four years, up 9% from 2011/2012. Red wine grapes increased by an average of 13% to $619/t while white wine grape prices increased by 2% to $388/t.

China

After a significant decline in volume since 2012 due to the impact of the government’s anti-extravagance campaign, Chinese wine imports show signs of slow recovery in 2015. By the end of September 2015, Australian bottled wine exports to China increased by 47 per cent in value to $313 million and by 58 per cent in volume to 59 million litres, compared to the same period in 2014.

Volume and value of exports to China over time

(Source: Department of Foreign Affairs and Trade, 'Composition of Trade', 30 December 2015)

Competitive Environment

France still dominates the wine market with a share of 48 per cent, while Australia has about 14 per cent and is the second largest wine exporter by value and third by volume in 2015.

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(Source: Department of Foreign Affairs and Trade, 'Composition of Trade', 30 December 2015)

Chile enjoyed a tariff reduction in 2014 and the volume of Chilean wines increased by 52.8 per cent in the first half of 2014, with the average price per litre about US$3.60. Spanish wine is another competitor at a lower price level. (Source: Euromonitor International).

The China Australia Free Trade Agreement (ChAFTA) came into effect on 20 December 2015, and the existing tariffs on wine of 14 to 20 per cent will be eliminated within the coming years. Importers and distributors expect rapid growth in Australian wine sales as a result of ChAFTA.

Market trends include:

(a) Wine consumption in China reached 4.45 billion litres in 2015 (Source: Euromonitor International). New world wines are more easily accepted by consumers because it is easy for the market to understand product classification.

(b) Australian wine is also well received by the market due to varied price points, stable quality, continuous marketing and industry star rating, among other factors.

(c) Importers gained confidence from the implementation of CHAFTA in late 2015. The reduction of tariffs also makes Australian wines more competitive in the market.

(d) Chinese middle class consumers are the main market for higher value Australian wines. Their importance lies in their long-term, stable purchasing power, brand awareness and influence on those around them, making them the true driving force of the consumer market in the wine industry.

(e) The younger generation and female consumers are leading the new trend in sparkling, white and sweet wines in the market. As of June 2014, imported sparkling wines in China increased 45 per cent by volume and 39 per cent by value compared to the same period in 2013, while the total imported bottled wine volume dropped by 12.8 per cent. As sparkling wine occupies just three per cent of total import volume, its impact is at this stage is limited, although affordable prices and trendy lifestyles should prompt further growth in this sector. (Source: Market analysis on China Import Wine for First Half of 2014, China Wine Info, 5 Aug 2014)

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(f) Wine makers adjust their product portfolios to meet the needs of the market in providing more affordable wines.

7.10 Financial Information

(a) Historical financial information

The Independent Limited Assurance Report contained in Section 11 of this Prospectus sets out:

(i) the audited Statement of Financial Position of BNV as at 30 June 2016;

(ii) the audited Statement of Financial Position of Dawine as at 30 June 2016; and

(iii) the reviewed pro-forma Statement of Financial Position of BNV (after Settlement) as at 30 June 2016.

See Section 8.2(b) for inherent risks associated with Dawine’s limited trading history and uncertainty in relation to its business. Investors should note that Dawine’s ability to achieve its objectives is high risk.

Investors are urged to read the Independent Limited Assurance Report in full.

The full financial statements for BNV for its financial year ended 30 June 2016 and half year ended 31 December 2015, which include the notes to the financial statements, can be found from BNV’s ASX announcements platform on www.asx.com.au.

(b) Forecast

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of BNV are inherently uncertain. Any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

7.11 Dividend Policy

It is anticipated that, post-Settlement, the Company will focus on the development and commercialisation of the Dawine technology. The Company does not expect to declare any dividends during this period.

Any future determination as to the payment of dividends by BNV will be at the discretion of the Board and will depend on the availability of distributable earnings and operating results and financial condition of BNV, future capital requirements and general business and other factors considered relevant by the Board. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by BNV.

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8. RISK FACTORS

The business, assets and operations of the Company, including after Settlement, are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the securities of our Company.

The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which they can effectively manage them is limited.

Set out below are specific risks that the Company is exposed to. Shareholders should be aware that if the Acquisition is approved and completed, the Company will be changing the nature and scale of its activities and will be subject to additional or increased risks arising from Dawine, parties contracted or associated with the Dawine and the Acquisition Agreement and other agreements, including, but not limited to, those summarised in this Prospectus.

Dawine’s activities are not currently profitable, and Dawine is currently running at a loss. As Dawine has not yet commenced operating activities in China, its underlying business model in China and Asia and the sustainability of such business model is uncertain. Therefore, the Shares to be issued under this Prospectus are to be considered a speculative investment.

The risks and uncertainties described below are not intended to be exhaustive. The summary of risks that follows is not intended to be exhaustive and this Prospectus does not take into account the personal circumstances, financial position or investment requirements of any particular person. There may be additional risks and uncertainties that the Company is unaware of or that the Company currently considers to be immaterial, which may affect the Company, Dawine and their related entities and consequently Applicants. Based on the information available, a non-exhaustive list of risk factors for the Company associated with the Company’s proposal to acquire all the Dawine Shares are set out below and in Section 5D.

8.1 Risks relating to the Change in Nature and Scale of Activities

(a) Counterparty and contractual risk

Pursuant to the Acquisition Agreement (summarised at Section 13.1) the Company has agreed to acquire 100% of Dawine from the Vendors subject to the fulfilment of certain conditions precedent.

The ability of the Company to achieve its stated objectives will depend on the performance by Dawine and the Vendors of their obligations under the Acquisition Agreement. If Dawine or any other counterparty defaults in the performance of its obligations, it may be necessary for the Company to approach a court to seek a legal remedy or terminate the agreements.

(b) Conditions of the Acquisition and Re-Quotation of securities on ASX

The Acquisition is dependent upon the satisfaction of a number of conditions, which include (but are not limited to) completion of the minimum subscription of the Public Offer and the Company obtaining Shareholder approval for the Acquisition Resolutions. As ASX considers that the Acquisition constitutes a significant change in the nature and

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scale of the Company’s activities, the Company is also required to re-comply with Chapters 1 and 2 of the ASX Listing Rules.

Trading in the Company’s securities will continue to be suspended until the Company satisfies the requirements of Chapters 1 and 2 of the ASX Listing Rules in accordance with ASX Listing Rule 11.1.3. There is a risk that the Company may not be able to meet the requirements of the ASX for re-quotation of its securities on the ASX. Should this occur, the securities will not be able to be traded on the ASX until such time as those requirements can be met, if at all. Shareholders would then be prevented from trading their securities should the Company be suspended until such time as it does re-comply with the ASX Listing Rules.

(c) Dilution Risk

The Company currently has 352,200,113 Shares on issue (on a pre-Consolidation basis). On Settlement, the Company proposes to issue the relevant number of Consideration Shares under the Acquisition and issue a minimum of 125,000,000 Shares to raise $2,500,000 as part of the Public Offer.

On issue of the Consideration Shares and the minimum subscription of the Shares under the Public Offer (assuming no exercise of Options), the existing Shareholders will retain approximately 25.20% of the issued capital of the Company (i.e. they will be diluted by approximately 74.80%), with the Vendors holding 52.50% and investors under the Public Offer holding 22.3% of the issued capital of the Company respectively.

There is also a risk that the interests of Shareholders will be further diluted as a result of future capital raisings required in order to fund the development of the business of Dawine.

(d) Liquidity Risk

On Settlement, the Company proposes to issue 293,846,670 Shares to the Vendors (on a post-Consolidation basis). These securities will be subject to escrow restrictions in accordance with Chapter 9 of the ASX Listing Rules. Based on the post-offer capital structure (on a post-Consolidation basis) (and assuming no further Shares are issued or Options exercised), these Shares will equate to approximately 52.50% of the post-Offer issued Share capital (assuming minimum subscription under the Public Offer). This could be considered an increased liquidity risk as a large portion of issued capital may not be able to be traded freely for a period of time.

8.2 Risks relating to Dawine’s business

There are a number of specific risks involved for the Company, and consequently its Shareholders, in the acquisition of Dawine including risks specific to the business and assets of Dawine which include the following non-exhaustive list.

(a) Foreign legal systems and legal risks

Dawine intends to conduct business operations in overseas jurisdictions, initially launching the Platform in Asia. Accordingly, Dawine’s results of operations, financial condition and prospects are significantly dependent on economic and political developments in overseas jurisdictions.

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With respect to the Chinese market, although China has experienced considerable growth over the past 30 years, Dawine cannot assure investors that the Chinese economy will be steady and uniform, or that if there is a slowdown, such slowdown will not have a negative effect on the business of Dawine and results of operations. The Chinese government exercises significant control over its economic growth through the allocation of resources, control over payment of foreign currency-denominated obligations, implementation of monetary policy and preferential treatment to particular industries or companies. The current and future government actions could materially affect Dawine’s liquidity, access to capital and ability to operate its business in China.

Dawine’s operations in foreign jurisdictions are governed by foreign laws and regulations. The introduction of new laws, changes to existing laws and the interpretation or application thereof or the delays in obtaining approvals from the relevant authorities may have an adverse impact on Dawine’s operations.

Dawine’s operations in China are governed by Chinese laws and regulations. Dawine’s Chinese subsidiary is a foreign-invested enterprise and, as such, is subject to laws and regulations applicable to foreign investment in China. Refer to the risk factors set out below in Section 8.4.

(b) No operating history

Dawine has no operating history and the unproven potential of its proposed new business model makes any evaluation of the businesses or its prospects difficult. Although the Dawine website at www.dawine.com is currently live and operational, there are currently no users.

No assurances can be given that Dawine will achieve commercial viability through the successful acquisition and retention of customers and implementation of its business plans in respect of Dawine.

(c) Development and marketization of the Platform

The success of the Company post completion of the Acquisition will depend upon Dawine’s ability to commercialise the Platform. A failure to successfully commercialise the Platform could lead to a loss of opportunities and adversely impact on the Company’s operating results and financial position. The global marketplace for most products is ever changing due to new products, changes in preferences, changes in regulation and other factors influencing market acceptance or market rejection. This market volatility and risk exists despite the best endeavours of market research, promotion and sales and licensing campaigns. There is a risk that if the Platform is not accepted by the market, Dawine will not be able to market the Products, which could adversely impact Dawine’s operations.

(d) Competition risk

There is significant competition in the wine industry generally. Dawine will be competing with a range of competitors, which creates a high barrier to entry for new participants. There is no assurance that competitors will not succeed in developing online platforms or distribution networks that are more effective or economic than those developed by Dawine, or which would render the Platform obsolete and/or otherwise uncompetitive.

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The large number of market participants can complicate customers’ discrimination between competitors, increasing the difficulty of achieving market share and revenue. Dawine may be unable to compete successfully against future competitors where aggressive policies are employed to capture market share. Such competition could result in price reductions for Products, reduced gross margins and loss of market share, any of which could materially adversely affect the Company’s future business, operating results and financial position.

There is also the potential for significant consolidation in Dawine’s targeted market, resulting in a fewer number of competitors each having greater financial and other resources. Any such consolidation before the commercialisation of Dawine’s Platform could also adversely affect Dawine’s ability to gain market share and commercialise the Platform.

(e) Staffing and reliance on key management

The responsibility of successfully implementing Dawine’s development and commercialisation strategy depends substantially on its senior management and its key personnel. There can be no assurance that there will be no detrimental impact on the Company if one or more of these employees cease their employment with Dawine. There is also a risk to the business where there is a turnover of development staff that have knowledge of the technology and business. This loss of knowledge could result in leakage or misappropriation of confidential information. Whilst Dawine aims to mitigate this risk by imposing contractual restraints on use and ownership of Dawine’s confidential information, there could also be increased costs for Dawine in having to replace the implicit knowledge and skills of departing employees.

(f) Supply Risk

Wine is an agricultural product. As a consequence, wine is exposed to normal agriculture risks associated with the environment, including weather, force majeure events and disease associated with crops. To the extent that such agricultural factors adversely impact the quality and quantity of ingredients available for the production of wine, Dawine’s suppliers may have difficulty in securing a stable supply of such ingredients, adversely affective their ability to supply wine to Dawine.

To mitigate this risk, Dawine intends to obtain the wine products to be distributed through the Platform through purchase orders with a number of different suppliers in a number of different jurisdictions. Dawine does not currently have any written, on-going supply agreements in place and, as such, does not have a consistent, secured, supply of Products. However, Dawine intends to utilise existing BNV suppliers in relation to the One Planet brand and is currently in discussions with both potential new and existing BNV suppliers in relation to securing these purchase orders. Dawine obtains wine via the wholesale or consignment model from producers around the world, and is not reliant on one geographic region to obtain supply.

Under Dawine’s business model, wine is a third party product and as such there are risks associated with selling a third party product that could result in liabilities to Dawine. Dawine may pursue a strategy that forms strategic business relationships with other organisations in relation to the supply of current and potential products, distribution channels and points of sale. There can be no assurance that Dawine will be able to attract

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and retain such organisations and to negotiate appropriate terms and conditions with these organisations or that any potential agreements with such organisations will be complied with.

(g) Foreign Exchange Risk

Dawine’s costs and expenses are denominated largely in RMB, or a USD equivalent thereof. Accordingly, the depreciation and/or the application of the RMB relative to the Australian dollar would result in a translation loss on consolidation which is taken directly to shareholder equity.

In addition, the reporting currency of the Company’s financial reports is denominated in Australian currency. Any depreciation of the RMB relative to the Australian currency may result in lower than anticipated revenue, profits and earnings. Dawine will be affected on an ongoing basis. Any change in the ability to convert RMB to Australian dollars or other foreign currency due to currency control may have an adverse effect on the financials of Dawine from time to time.

(h) Logistics & Warehousing

Dawine relies upon both local and Chinese logistic providers for its operations. International freight forwarders are used to transport wine from a port of origin to China. Additionally, Dawine outsources its Chinese domestic logistics to third party contractors. As a consequence, there are risks associated with the delivery of wine via the freight forwarder that the goods may be damaged or not arrive as expected. Additionally, domestic logistic providers may also under-perform or not perform on the delivery of the goods to Dawine’s clients.

Further, Dawine has entered into the Warehouse Agreement, as summarised in Section 13.2. The management and performance of the warehouse is partially dependent on the third parties and there are risks associated with their performance.

8.3 Risks relating to Dawine’s technology

(a) Website distribution

Website distribution and usability of the Platform depends upon various factors outside the control of Dawine including (but not limited to) device operating systems, mobile device design and operation and platform provider standards.

Dawine has developed the Platform for use across a number of internet access platforms, mobile and desktop devices and software operating systems. Dawine will be dependent on the ability of Dawine’s products to operate on such platforms, devices and operating systems however it cannot control the maintenance, upkeep and continued supply of effective service from external suppliers in these areas. Any changes in such platforms, operating systems or devices that adversely affect the functionality of Dawine’s products or give preferential treatment to competitive products could adversely affect usage of the Dawine’s products.

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(b) Reliance on access to the internet

Dawine depends on the ability for customers, staff and management to access the internet. Access is provided by various classes of entities in the broadband and internet access marketplace. Should any of these entities disrupt, restrict or affect the cost of access to Dawine, usage of the Platform may be negatively impacted.

The performance of the internet and its acceptance as a business tool have been harmed by “viruses,” “worms” and similar malicious programs, and the internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If for any reason the internet does not remain a widespread communications medium and commercial platform, the demand for the Platform would be significantly reduced, which would harm its business.

(c) Brand establishment and maintenance

Dawine believes that establishing and maintaining Dawine’s brand is important to growing its customer base and product acceptance. This will depend largely on Dawine’s ability to provide innovative products, useful information and seamless transactions. The actions of external industry participants may affect the brand if customers do not have a positive experience using the Platform. If Dawine fails to successfully establish and maintain its brand its business and operating results could be adversely affected.

(d) Marketing and sales success

Following Settlement, the Company intends to fully commercialise the Platform by focusing on marketing and sales. By its nature, there is no guarantee that the Company’s marketing campaign will be successful and convert into new users for Dawine. In the event that it is not successful, the Company may encounter difficulty in bringing the Platform to market and creating awareness of the Dawine brand. This would likely have an adverse impact on the Company’s sales and profitability.

Even if the Company does successfully commercialise the Platform, there is a risk that the Company will not achieve a commercial return. The Company may not be able to make sufficient revenues to cover its operating and capital costs, or new technology may overtake the Company’s technology.

(e) Attracting customers to the website

Following Settlement, the Company’s revenues will be affected by its ability to attract paying customers to the Dawine website. Various factors can affect the level of web traffic arriving at the website, including:

(i) Marketing and promotions: If the Company’s marketing and promotion efforts are not effective this may result in less users visiting the Dawine website.

(ii) Brand damage: If the Company or Dawine suffers reputational damage, web traffic could be affected.

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(iii) Search engine traffic: Traffic to the Dawine website will be driven in significant amounts by Internet search engines, such as Baidu. Should these search engines make changes to their algorithms and procedures that direct this traffic, the Company could see a substantial drop in customers that visit the Dawine website. For example, search engines regularly update their algorithms that determine the ranking of results it returns for any given search term. The Company will attempt to follow relevant search engine guidelines and online best practice to maintain the flow of traffic to the Dawine website, but such changes could adversely affect the traffic to the website. A decline in traffic to the Dawine website could lead to a decline in the Company’s ability to attract customers, which in turn may affect the Company’s profitability.

(f) User experience

Dawine's business model is based on revenue arising from purchase of the Products. Poor user experience may affect customer take-up, retention and level of usage of the Platform. Factors which may contribute to poor customer experience include:

(i) ease of setting up an account;

(ii) ease of payment processing;

(iii) speed of delivery; and

(iv) level of customer support provided.

Poor customer service experiences may result if the Company does not have sufficient numbers of customer service personnel, fails to provide adequate training and resources for customer service personnel or there is a disruption to monitoring and account management systems utilised by customer service personnel.

Poor experiences may result in the loss of customers, adverse publicity, litigation, regulatory enquiries and customers reducing the use of the Platform. If any of these occur, it may adversely impact the Company's revenues.

(g) Operating system changes

The Company uses third party operating systems with the providers of these systems regularly updating their systems. It is possible when these updates occur it could cause some of the Company’s product to not operate as efficiently as before. This will require the Company to change the code on its system which may take some time to remedy.

(h) Software risk

A number of Dawine’s products and possible future products contain or will contain open source software, and Dawine licenses some of its software through open source projects, which may pose particular risks to its proprietary software and products in a manner that could have a negative effect on its business.

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Dawine will utilise open source software in a number of its products and will use open source software in the future. The terms of many open source licenses to which the Company will be subject have not been interpreted by Australian or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on the Company’s ability to provide or distribute its products.

(i) Payment processor distribution or availability

The Dawine Platform utilizes multiple payment gateways to collect payment from customers. If these payment gateways suffer outages or they cease to offer their services to Dawine, this will affect the Company’s ability to receive payments.

Inability to accept payments even for a short period of time, could negatively impact upon the Company’s revenues and its ability to grow.

(j) Internet Law and website availability

China’s internet law and website availability in China is determined by the Chinese government. Access to websites can be removed at the sole discretion of the Chinese government.

Upon Settlement, a decision to block the Dawine website by the Chinese government even if resolved after a short period of time, will negatively impact upon the Company’s revenues and its ability to grow.

(k) Intellectual Property

Dawine’s intellectual property rights are valuable, and any inability to protect them could reduce the value of its Platform, products and brand.

Dawine has trade secrets and other intellectual property rights that are important assets. Dawine may therefore rely on a combination of confidentiality and license agreements with its consultants and third parties with whom it has relationships, as well as domain name, trade secret and copyright, to protect its brand and other intellectual property rights. Dawine does not currently have any patent protection of its intellectual property and it is not yet known whether it will be in fact possible to obtain any patent protection of its intellectual property. If Dawine fails to protect its intellectual property secrets, competitors may gain access to its technology which could harm the business.

If a third party accuses Dawine of infringing its intellectual property rights or if a third party commences litigation against Dawine for the infringement of patent or other intellectual property rights, Dawine may incur significant costs in defending such action, whether or not it ultimately prevails. Typically, patent litigation is expensive. Costs that Dawine incurs in defending third party infringement actions would also include diversion of management’s and technical personnel’s time.

In addition, parties making claims against Dawine may be able to obtain injunctive or other equitable relief that could prevent Dawine from further developing discoveries or commercialising its products. In the event of a successful claim of infringement against Dawine, it may be required to pay damages and obtain one or more licenses from the prevailing third party. If it is not able to obtain these licenses at a reasonable cost, if at

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all, it could encounter delays in product introductions and loss of substantial resources while it attempts to develop alternative products. Defence of any lawsuit or failure to obtain any of these licenses could prevent Dawine from commercialising the Platform or available products and could cause it to incur substantial expenditure.

(l) The Platform may contain programming errors, which could harm its brand and operating results

The Platform contains complicated programming and its objectives are to quickly develop and launch new and innovative products and features. The Platform may therefore contain now or in the future, errors, bugs or vulnerabilities. Any errors, bugs or vulnerabilities discovered could result in (among other consequences) damage to Dawine’s brand, loss of customers, loss of platform partners, fall in revenues or liability for damages, any of which could adversely affect the Company’s business and operating results.

(m) Reliance on third party providers

Dawine will rely on third party providers and internet search engines (amongst other facilities) to direct customers to the Platform.

Should Dawine’s brand or its products fail to attract a high level of internet search ranking, direction of customers to its products could be limited and its business and operating results could be adversely affected. Dawine will rely on mobile app marketplaces, such as Apple’s App Store and Google’s Play, to facilitate downloads of the Platform. Should any operators of Apps platforms utilised by Dawine make changes to limit or make more difficult for access to its products, upon Settlement the Company’s business and operating results may be affected. Dawine’s search result rankings is outside of its control and competitors’ search engine procedures may result in their websites or Apps receiving a higher search result ranking. Reduced numbers of potential customers directed to Dawine’s products could adversely affect its business and operating results.

(n) Changes in technology

Upon Settlement, the Company’s success will depend, in part, on its ability to expand its products and grow its business in response to changing technologies. Failure to do so may impact the success of the Company. Further, the cost of responding to changing technologies is unpredictable and may impact the Company’s profitability or, if such cost is prohibitive, may reduce the Company’s capacity to expand or maintain its business. The Company will seek to offset such costs where possible through applications for the research and development tax concession. However, these concessions are available in only limited circumstances and, even where the Company makes a claim which it and its advisors believe has merit, it cannot be assured that the Australian Taxation Office and Ausindustry will deem the claim to be compliant.

(o) Hosting provider disruption risk

Dawine intends to use as its primary hosting provider Microsoft Azure, to store all data gathered from its customers.

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Should Microsoft Azure Services suffer outages, for example due to catastrophic destruction following a natural disaster, service to the Dawine Platform may also be disrupted. If Microsoft Azure ceased to offer its services to Dawine and Dawine was unable to find a replacement service quickly, this could lead to a disruption of service.

(p) Data loss, theft or corruption

Dawine stores data with a variety of third party service providers and Cloud computing service providers. Hacking or exploitation of some unidentified vulnerability in its network could lead to loss, theft or corruption of data which, in turn, could negatively impact upon Dawine’s revenues and profitability.

(q) Security breaches

If Dawine’s security measures are breached, or if its products are subject to cyber-attacks that restrict customer or staff access to the Platform, its offering may be perceived as less secure than competitors and customers may stop using the Dawine website.

8.4 Risks relating to operating a subsidiary in China

As Dawine will have business operations in China, it will be subject to those risks associated with operating in a foreign jurisdiction. There is a risk that the government of China may change its policies regarding foreign investment, which may have an adverse impact on the Company’s profitability.

(a) China legal environment

Due to uncertainties in the Chinese political and legal environment, the Company may be exposed to political and legal risks, adversely affecting the viability of its operations in China. Similarly, the Company may be exposed to risks around contractual enforcement in China, as it has entered into the Warehouse Agreement.

Although the Chinese legal system is well-established, it may be less certain than legal systems in other countries. This uncertainty could lead to the following risks:

(i) difficulties in obtaining effective legal redress for breaches of laws or regulations or in respect of property rights;

(ii) inconsistencies between and within laws, regulations, decrees, orders and resolutions, or uncertainty in the application of laws and regulations;

(iii) difficulties in enforcing foreign judgments and arbitral awards, particularly against state bodies; and

(iv) lack of jurisprudence and administrative guidance on the application of laws and regulations, particularly with respect to taxation and proprietary rights.

Therefore, the Company may have difficulty in obtaining effective legal redress in circumstances where the Company or its subsidiaries are adversely affected by a breach of law or regulation.

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(b) Foreign Investment Risk

There are substantial uncertainties regarding the interpretation and application of Chinese laws, rules and regulations governing foreign investment in the business of Dawine.

The official interpretation of Chinese laws, regulations and rules may be uncertain, subject to retrospective application or otherwise subject to change. In particular, Dawine is dependent upon the licenses it has been granted, as set out in Section 7.2, which allow it to operate its business in compliance with China’s regulatory regime. New laws, regulations and rules may impose additional requirements on Dawine’s business, Dawine Trading (Shanghai) Limited, incorporated in the People’s Republic of China or the Dawine Group. There is therefore a risk that Chinese regulatory authorities may deem Dawine Trading (Shanghai) Limited or the Dawine Group to be in violation of existing or future Chinese laws, regulations, licences or rules. Likewise, Dawine Trading (Shanghai) Limited or the Dawine Group may fail to obtain or maintain requisite permits, licences and approvals.

Any such violations may lead to Chinese authorities revoking or restricting related party transactions between the Dawine Group entities, requiring the Dawine Group or Dawine Trading (Shanghai) Limited to restructure their operations and ownership structure, prohibiting or restricting the use of funds from the Pubilc Offer to finance the business operations in China or revoking business or operating licences of Dawine Trading (Shanghai) Limited, adversely affecting the Company’s operations and financial position.

(c) Proposed changes to PRC Foreign Investment Laws

On 19 January 2015, the Chinese Ministry of Commerce (MOFCOM) issued the Foreign Investment Draft Law (Draft Law) for public comment. Pursuant to the Draft Law, the following material changes to Chinese foreign investment laws are contemplated:

Under the People's Republic of China Wholly Foreign-Owned Enterprises Law effective from 3 September 2016, an entity will be treated as a wholly foreign-owned enterprise (WOFE), being one form of foreign investment entity (FIE), where the entity is established by foreign investors exclusively with their own capital.

For industries in which the establishment of WFOEs/FIEs is prohibited or restricted, the national stipulations in the Guidance Catalogue for Foreign Investment Industries (Foreign Investment Catalogue) shall apply.

Pursuant to the Draft Law, an entity will be treated as a FIE where foreign individuals hold de-facto control over the entity. Such control is evinced if:

(i) non-PRC individuals have decisive influence over the operations, personnel, finance or technology of the entity, whether such influence is via contractual arrangements, share investments or trust structures;

(ii) non-PRC individuals hold at least 50% of shares, equity interests, property shares, voting rights or other similar rights and interests in the entity, whether directly or indirectly;

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(iii) if non-PRC individuals hold less than 50% of shares, equity interests, property shares, voting rights or other similar rights and interests in the entity, but:

(A) at least 50% of the seats of the board of directors of the entity (or similar decision-making body) are directly or indirectly appointed by non-PRC individuals;

(B) non-PRC individuals are able to ensure their nominees to hold at least 50% of the seats of the board of directors of the entity (or similar decision-making body); or

(C) the voting rights held by non-PRC individuals may carry a decisive influence over the shareholders meeting, board of directors of the entity (or similar decision-making body).

If any of the criteria set out above is satisfied, the entity will be deemed to be a FIE and be subject to the Draft Law.

It is currently proposed under the Draft Law that a list of “restricted” and “prohibited” industries will be circulated by the State Council of the PRC (Draft List). FIEs cannot operate in “prohibited” industries, and FIEs which operate in “restricted” industries must obtain approval from MOFCOM. However, FIEs which do not operate in industries cited in the Draft List as “restricted” and “prohibited” industries will no longer be required to obtain approval from MOFCOM but, rather, will simply be required to register their ownership status with MOFCOM.

Investors should note that Dawine Trading (Shanghai) Limited is incorporated in China as a wholly owned subsidiary of Dawine. It is currently considered as a WFOE and hence subject to the 2015 Foreign Investment Catalogue, under which Dawine Trading (Shanghai) Limited is not classified as operating in a “restricted” or “prohibited” industry. However, investors should note that the Foreign Investment Catalogue is reviewed and revised on a regular basis by the National Development and Reform Commission (NDRC) and MOFCOM. If the categories of “restricted” and “prohibited” industries in the future Foreign Investment Catalogue diverge from those in the 2015 Foreign Investment Catalogue, it is possible that Dawine Trading (Shanghai) Limited could be classified as operating within a “restricted” or “prohibited” industry under the applicable Foreign Investment Catalogue.

In addition, if the Draft Law is adopted in its current form, it is possible that Dawine Trading (Shanghai) Limited will be deemed to be a FIE as well and therefore be subject to the Draft Law and the Draft List.

As at the date of this Prospectus, the Draft Law has not taken effect and the content of the Draft List is uncertain.

If the Draft List adopts the categorisation of “restricted” and “prohibited” industries adopted in the 2015 Foreign Investment Catalogue, and Dawine Trading (Shanghai) Limited is considered to be a FIE, Dawine Trading (Shanghai) Limited will not be classified as operating in a “restricted” or “prohibited” industry under the Draft List, and will simply be required to register with MOFCOM.

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However, if the categories of “restricted” and “prohibited” industries in the Draft List diverge from those in the 2015 Foreign Investment Catalogue, it is possible that Dawine Trading (Shanghai) Limited could be classified as operating within a “restricted” or “prohibited” industry under the Draft List.

In the event that Dawine Trading (Shanghai) Limited is treated as a FIE and the business of Dawine appears to be in the “restricted” or “prohibited” category of the applicable Foreign Investment Catalogue or the Draft List, then Dawine Trading (Shanghai) Limited may be required to cease operations in the business activity or segment prohibited under the applicable Foreign Investment Catalogue/Draft List or dispose of or restructure (through a joint venture or other arrangement required by the applicable Foreign Investment Catalogue/Draft List) the business activity or segment restricted under the applicable Foreign Investment Catalogue/Draft List.

8.5 General risks

(a) Financial Risk

The financial statements for the Company for the period ended 30 June 2016 contained an emphasis of matter relating to the use of the going concern basis of preparation in the financial statements. Based on the number of inherent uncertainties relating to the Company’s future activities, including uncertainty as to the ability to raise equity capital in the current market, there is material uncertainty which may cast significant doubt regarding the ability of the Company to continue as a going concern and therefore, whether it will be able to realise its assets and extinguish its liabilities in the normal course of business. If the capital raising under this Prospectus is unsuccessful there is uncertainty as to whether the Company will be able to continue as a going concern. On completion of the Public Offer, the Board believes the Company will have sufficient working capital to achieve its objectives.

(b) Additional requirements for capital

The Company’s ability to effectively implement its business and operations plans in the future, to take advantage of opportunities for acquisitions or other business opportunities and to meet any unanticipated liabilities or expenses which the Company may incur may depend in part on its ability to raise additional funds.

In addition, further funding may be required by the Company to support its ongoing activities and operations, including the need to enhance the Platform, enhance its operating infrastructure and to acquire complementary businesses and technologies.

The Company may seek to raise further funds through equity or debt financing or other means. Failure to obtain sufficient financing for the Company's activities and future projects may result in delay and indefinite postponement of development. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing might not be favourable to the Company and might involve substantial dilution to Shareholders.

Loan agreements and other financing rearrangements such as debt facilities, convertible note issue and finance leases (and any related

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guarantee and security) that may be entered into by the Company may contain covenants, undertakings and other provisions which, if breached, may entitle lenders to accelerate repayment of loans and there is no assurance that the Company would be able to repay such loans in the event of an acceleration. Enforcement of any security granted by the Company or default under a finance lease could also result in the loss of assets.

(c) Management of growth

There is a risk that management of the Company will not be able to implement its growth strategy after completion of the Acquisition. The capacity of the Company’s management to properly implement the strategic direction of the Group may affect the Company’s financial performance.

As part of its business strategy, the Company may make acquisitions of, or significant investments in, additional complementary companies or prospects (although no such acquisitions or investments are currently planned, other than the Acquisition). Any such transactions will be accompanied by risks commonly encountered in making such acquisitions.

(d) Regulatory risk

Changes in relevant taxes, legal and administration regimes, accounting practice and government policies may adversely affect the financial performance of the Company.

(e) Insurance risk

Insurance against all risks associated with information technology security is not always available or affordable. The Company will maintain insurance where it is considered appropriate for its needs however it may not be insured against all risks either because appropriate cover is not available or because the Directors consider the required premiums to be excessive having regard to the benefits that would accrue.

(f) Litigation risk

The Company is exposed to possible litigation risks including intellectual property disputes, product liability claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position. Neither the Company nor Dawine is currently engaged in any litigation.

(g) Market conditions

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(i) general economic and political outlook;

(ii) introduction of tax reform or other new legislation;

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(iii) interest rates and inflation rates;

(iv) changes in investor sentiment toward particular market sectors;

(v) the demand for, and supply of, capital; and

(vi) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and technology stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(h) Potential acquisitions

As part of its business strategy, the Company may make acquisitions of, or significant investments in, complementary companies or prospects although no such acquisitions or investments are currently planned. Any such transactions will be accompanied by risks commonly encountered in making such acquisitions.

(i) Economic Conditions

The performance of the Company may be significantly affected by changes in economic conditions, and particularly conditions which affect wine consumption in China and other jurisdictions in which Dawine operates. Changes in economic conditions could affect the ability of the Company to operate and could increase the costs of operation the Company. Adverse economic conditions, including economic recession, may have a negative impact on the Company’s ability to raise capital. Factors such as inflation, currency fluctuation, and interest rates have an impact on operating costs, media expenditures and stock market prices. The Company’s future possible profitability and the market price of its Shares can be affected by these factors, which are beyond the control of the Company and its Directors, particularly due to the Company operating in the fast changing economic conditions in China and other relevant countries.

(j) Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above may, in the future, materially affect the financial performance of the Company and the value of the Company’s securities.

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9. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

9.1 Directors and key personnel

As at the date of this Prospectus, the Board comprises of:

(a) Mr Graham Keys (Non-Executive Chairman and Company Secretary);

(b) Mr Sam Atkins (Managing Director); and

(c) Mr Frank Kraps (Non-Executive Director).

It is proposed that upon Settlement:

(a) Mr Piers Lewis and Mr Michael Edwards will be appointed to the Board, Mr Lewis will be appointed Chairman; and

(b) Mr Graham Keys and Mr Frank Kraps intend to resign as Directors.

The Company is aware of the need to have sufficient management to properly manage the business of Dawine and the Board will continually monitor the management roles in the Company. The Board may look to appoint additional management and/or consultants when and where appropriate to ensure proper management of the Company.

9.2 Current Directors

The profiles of each of the current Directors are set out below.

Samuel Atkins (Managing Director and CEO)

Mr Sam Atkins holds a Bachelor of Commerce degree from the University of Adelaide and is a Graduate of the Australian Institute of Company Directors (GAICD). Sam brings extensive wine industry experience to the position. Prior to joining Brand New Vintage Ltd. Sam was Managing Director of Next Generation Wines (NXG) Pty Ltd which was acquired by Brand New Vintage Ltd in August 2002. Whilst with Brand New Vintage Ltd, Sam has held the roles of General Manager of Trading, General Manager of Xanadu Adelaide Hills and Managing Director of Brand New Vintage Ltd and now also CEO. He also held senior sales, marketing and business development roles within the international division of BRL Hardy Ltd. Sam maintains a shareholding in the boutique private wine company; Fox Gordon Pty Ltd. Sam has been a Director since November 2003.

Graham Keys (Non-Executive Chairman and Company Secretary)

Mr Graham Keys was appointed Chairman of Brand New Vintage Ltd on 1 September 2005. Graham has extensive corporate and management experience within a number of public and private enterprises. He is a former corporate finance partner of Ernst & Young. During his period with Ernst & Young, Graham was the project leader on a wide variety of corporate advisory assignments, in all industries, for small to large public and private companies. He has experience as an Executive Director, and subsequently Managing Director, of a publicly listed company, as the Chief Executive Officer of two large private companies and has been Chairman and/or Non-Executive Director of several public listed companies. Graham formed Norvest Corporate Pty Ltd, a specialist corporate advisory firm in April 2000 and is the current Managing Director of that company.

As set out in Section 9.1, Mr Keys will retire on Settlement.

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Frank Kraps (Non-Executive Director)

Mr Frank Kraps holds a Bachelor of Commerce Degree from the University of Melbourne and is a Fellow of the Australian Institute of Company Directors. Frank has had extensive experience in the food and beverage industry including directorship of private companies and ownership of retail liquor outlets. In the past Frank has held several accounting positions within the food and beverage industry including Chief Financial Officer of the Casama Group Pty Ltd, which is the parent company for the leading national wine distributors, red+white and Mezzanine. Since this time Frank has taken up the position of Chief Executive Officer of the Casama Group Pty Ltd. Frank was appointed as Director of Brand New Vintage Ltd on 25 July 2008.

As set out in Section 9.1, Mr Kraps will retire on Settlement.

9.3 Proposed Directors and Senior Management

The profiles of each of the Proposed Directors and CEO are set out below.

Piers Lewis (Proposed Executive Chairman)

Mr Lewis is a wine enthusiast that has 20 years “hands on” experience in M&A, corporate governance and financial management of various corporations in Australia, Europe and Asia.

Mr Lewis has worked in management and senior roles for multinational financial institutions across Europe, the USA and Asia including Credit Suisse, ABN Amro, Royal Bank of Scotland and the National Australia Bank.

In 2011, Mr Lewis founded Smallcap Corporate, a Corporate Advisory services company based in Subiaco. Today Smallcap Corporate provides corporate advisory services for more than a dozen ASX listed and public unlisted clients. Mr Lewis is a member of the Institute of Chartered Accountants of Australia, a member of the Corporate Governance Institute and holds a Bachelor of Commerce from the University of Western Australia.

Michael Edwards (Proposed Non-Executive Director)

Mr Edwards is a winemaker, corporate advisor and geologist with 25 years industry experience. Mr Edwards has a Bachelor of Science (Geology), Bachelor of Business (Economics) and a Graduate Diploma in Oenology at the highly competitive Adelaide University (ex Roseworthy).

Mr Edwards has worked for various internationally renowned wineries such as Devil’s Lair (Margaret River), Voyager Estate (Margaret River) and Franciscan Estate, Napa Valley, USA. Mr Edwards devotes his time between his passion for winemaking and corporate advising to the technology and resources industry, is currently Non-Executive Chairman of ASX listed Norwood Systems Ltd and brings to Dawine a vast industry knowledge base including industry contacts both nationally and internationally. Mr Edwards is currently a wine maker along with his brother Christo at his family run winery, Edwards Wines, in Margaret River.

9.4 Personal Interests of Directors and Proposed Directors

Directors are not required under BNV’s Constitution to hold any Shares to be eligible to act as a director.

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Details of the Directors’ and Proposed Directors’ remuneration and relevant interest in the Securities of the Company upon completion of the Offers are set out in the table below:

Director

Remuneration for year ended 30 June 2015

$

Remuneration for year ended 30 June 2016

$

Proposed remuneration

for current financial year

$

Shares Options

Graham Keys 25,000 25,000 10,417 1,000,0001 -

Samuel Atkins 240,000 240,000 36,000 1,192,0322 12,000,0003

Frank Kraps 20,000 20,000 8,333 - -

Piers Lewis - - 210,000 34,400,000 12,000,0003

Michael Edwards - - 36,000 Nil 12,000,0003

Notes:

1. Comprising 1,000,000 held by Seibu Pty Ltd <GL Keys Super Fund A/C>.

2. Comprising 1,046,776 held by Samuel Atkins and 145,256 held by Samuel and Rachel Atkins <Atkins Superannuation Fund>.

3. Shareholder approval is being sought at the General Meeting for the issue of 12,000,000 Options each to Sam Atkins, Piers Lewis and Michael Edwards.

BNV’s Constitution provides that the remuneration of Non-Executive Directors will be not more than the aggregate fixed sum determined by a general meeting. BNV’s Proposed Constitution sets the payment of fees to the Non-Executive Directors, which in aggregate cannot exceed $500,000 per annum, although this may be varied by ordinary resolution of the Shareholders in general meeting. The remuneration of any executive director that may be appointed to the Board will be fixed by the Board and may be paid by way of fixed salary or consultancy fee.

9.5 Director participation in the Offer

None of the Directors or Proposed Directors intend on participating in the Public Offer.

9.6 Agreements with Directors

The agreements the Company has entered into with Directors and Proposed Directors are contained in Sections 13.5.

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10. FINANCIAL INFORMATION

10.1 Introduction

This section sets out the Historical Financial Information of BNV and Dawine and the Pro Forma Historical Financial Information (collectively the Financial Information). The Directors are responsible for the inclusion of all Financial Information in the Prospectus. The purpose of the inclusion of the Financial Information is to illustrate the effects of the acquisition of CGWDH Pty Ltd. Bentleys Audit & Corporate (WA) Pty Ltd (“Bentleys”) has prepared an Independent Limited Assurance Report in respect to the Historical Financial Information and the Pro Forma Historical Financial Information. A copy of this report, within which an explanation of the scope and limitation of Bentleys’ work is set out in Section 11.

In substance the acquisition involves Dawine’s existing shareholders (the vendors) gaining control of the Company. In accordance with reverse asset acquisition accounting principles and Australian Accounting Standards, the ongoing consolidated financial statements of the Company subsequent to the transaction will represent the continuation of CGWDH Pty Ltd.

All information present in this Section should be read in conjunction with the balance of this Prospectus, including the Independent Limited Assurance Report in Section 11.

10.2 Basis and method of preparation

The historical financial information has been prepared in accordance with the recognition and measurement requirements of Australian Accounting Standards and the accounting policies adopted by Brand New Vintage Ltd as detailed in section 10.7. The pro forma financial information has been derived from the historical financial information and assumes the completion of the pro forma adjustments as set out in Note 2 as if those adjustments had occurred as at 30 June 2016.

The financial information contained in this section of the Prospectus is presented in an abbreviated form and does not contain all the disclosures that are provided in a financial report prepared in accordance with the Corporations Act and Australian Accounting Standards and Interpretations.

The historical financial information comprises the following (collectively referred to as the Historical Financial Information):

(a) the historical Consolidated Statements of Profit or Loss and Other Comprehensive Income for the years ended 30 June 2014, 30 June 2015 and 30 June 2016 for Brand New Vintage Ltd; the historical Consolidated Statements of Profit or Loss and Other Comprehensive Income for the years ended 30 June 2015 and 30 June 2016 for CGWDH Pty Ltd; and

(b) the historical Consolidated Statements of Financial Position as at 30 June 2014, 30 June 2015 and 30 June 2016 of Brand New Vintage Ltd; the historical Consolidated Statements of Financial Position as at 30 June 2015 and 30 June 2016 for CGWDH Pty Ltd; and

(c) the historical Consolidated Statements of Cash Flows for the years ended 30 June 2015 and 30 June 2016 for CGWDH Pty Ltd.

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The pro forma financial information comprises (collectively referred to as the Pro Forma Financial Information):

(a) the pro forma statement of financial position as at 30 June 2016, prepared on the basis that the pro forma adjustments and subsequent events detailed in Note 2 had occurred as at 30 June 2016; and

(b) the notes to the pro forma financial information,

(collectively referred to as the Financial Information).

The Historical Financial Information of Brand New Vintage Ltd has been extracted from the financial reports for the years ended 30 June 2014, 30 June 2015 and 30 June 2016. The financial reports for the years ended 30 June 2014, 30 June 2015 and 30 June 2016 was audited by Deloitte Touche Tohmatsu (“Deloitte”) in accordance with Australian Auditing Standards. Deloitte issued an emphasis of matter for the financial report for the year ended 30 June 2016 as a result of a material uncertainty surrounding the ability of the entity to continue as a going concern.

10.3 Basis and method of preparation (Continued)

The Historical Financial Information of CGWDH Pty Ltd (Dawine) has been extracted from the financial reports for the years ended 30 June 2015 and 30 June 2016. The financial reports for the years ended 30 June 2015 and 30 June 2016 were audited by Bentleys in accordance with Australian Auditing Standards. Bentleys have issued unqualified audit opinion with emphases of matters for each of the periods audited as a result of material uncertainty surrounding the ability of the entity to continue as a going concern in the event certain matters, including the Offers and Acquisition, do not proceed.

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10.4 Historical statements of profit or loss and other comprehensive income

Brand New Vintage Ltd Audited*

30 June 2016

Audited*

30 June 2015

Audited*

30 June 2014

$ $ $

Continuing operations

Revenue 167,304 349,657 5,002,653

Cost of sales (175,831) (230,399) (1,996,915)

Gross profit (8,527) 119,258 3,005,738

Administration expenses (549,567) (531,557) (650,172)

Sales & marketing expenses (98,496) (191,039) (2,150,585)

Winery expenses (6,629) (4,837) (145,232)

Finance costs and interest paid (4,545) (41,987) (63,043)

Other gains/(losses) - 37,914 -

Loss before income tax expense (667,764) (612,248) (3,294)

Income tax expense - - -

Loss after income tax relating to continuing operations

(667,764) (612,248) (3,294)

Discontinued operations

Profit/(loss) for the year from discontinued operations

664,039 63,503 (1,875,896)

Loss for the year (3,725) (548,745) (1,879,190)

Total Other comprehensive income - - -

Total comprehensive loss for the year (3,725) (548,745) (1,879,190) * Please refer to Section 10.2 with respect to the audit opinions issued by Deloitte on the historical financial information. The financial information should be read in conjunction with the accounting policies in Section 10.7 and the Independent Limited Assurance Report in Section 11.

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CGWDH Pty Ltd Audited*

30 June 2016

Audited*

17 March 2014 - 30 June 2015

$ $

Interest revenue 6,150 855

Other income 39,415 1,300

Expenses

Administrative, consulting and other expenses

(121,614) (77,385)

Depreciation expenses (459) (299)

Director fees (54,000) -

Foreign exchange (loss)/gain (3,813) 182

Office and warehouse rent (23,385) -

Salaries and wages (21,608) -

Travel expenses (38,060) (52,860)

Loss before income tax expense (217,374) (128,207)

Income tax expense - -

Net loss for the year (217,374) (128,207)

Total other comprehensive income

- -

Total comprehensive loss for the year

(217,374) (128,207)

* Please refer to Section 10.2 with respect to the audit opinions issued by Bentleys on the historical financial information. The financial information should be read in conjunction with the accounting policies in Section 10.7 and the Independent Limited Assurance Report in Section 11.

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10.5 Historical statements of financial position

Brand New Vintage Ltd Audited* 30 June 2016

Audited* 30 June 2015

Audited* 30 June 2014

$ $ $

Current assets

Cash & cash equivalents 380,537 148,704 160,469

Trade & other receivables 178,656 854,736 1,177,470

Inventories 78,658 1,061,266 2,144,428

637,851 2,064,706 3,482,367

Assets classified as held for sale - 1,851,059 4,454,700

Total current assets 637,851 3,915,765 7,937,067

Non current assets

Property, plant and equipment - 21,452 27,758

Inventories - - 187,812

Other intangible assets - 19,132 520,296

Total non current assets - 40,584 735,866

TOTAL ASSETS 637,851 3,956,349 8,672,933

Current liabilities

Trade & other payables 171,310 3,152,514 2,983,106

Borrowings - 325,000 4,485,072

Provisions 59,640 68,209 53,107

230,950 3,545,723 7,521,285

Liabilities directly associated with assets classified held for sale - - 139,954

Total current liabilities 230,950 3,545,723 7,661,239

Non current liabilities Borrowings - - 40,308

Provisions - - 12,015

Total non current liabilities - - 52,323

TOTAL LIABILITIES 230,950 3,545,723 7,713,562

NET ASSETS 406,901 410,626 959,371

EQUITY

Issued capital 12,826,884 12,826,884 12,826,884

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Accumulated losses (12,419,983) (12,416,258) (11,867,513)

TOTAL EQUITY 406,901 410,626 959,371 * Please refer to Section 10.2 with respect to the audit opinions issued by Deloitte on the historical financial information. The financial information should be read in conjunction with the accounting policies in Section 10.7 and the Independent Limited Assurance Report in Section 11.

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CGWDH Pty Ltd Audited* 30 June 2016

Audited* 30 June 2015

$ $ Current assets

Cash & cash equivalents 135,626 439,900

Trade & other receivables 51,630 36,648

Total current assets 187,256 476,548

Non current assets Property, plant and equipment 8,713 681

Intangible assets 432,943 187,009

Total non current assets 441,656 187,690

TOTAL ASSETS 628,912 664,238

Current liabilities

Trade & other payables 89,256 21,458

Total current liabilities 89,256 21,458

TOTAL LIABILITIES 89,256 21,458

NET ASSETS 539,656 642,780

EQUITY

Issued capital 885,237 751,019

Reserves - 19,968

Accumulated losses (345,581) (128,207)

TOTAL EQUITY 539,656 642,780 * Please refer to Section 10.2 with respect to the audit opinions issued by Bentleys on the historical financial information. The financial information should be read in conjunction with the accounting policies in Section 10.7 and the Independent Limited Assurance Report in Section 11.

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10.6 Historical statements of cash flows

CGWDH Pty Ltd Audited* 30 June 2016

Audited* 30 June 2015

$ $

CASH FLOWS FROM OPERATING ACTIVITIES

Payments to suppliers and employees (154,410) (88,266)

Interest received 6,150 855

Export marketing rebate 33,391 -

Total Cash Flows from Operating Activities (114,869) (87,411)

CASH FLOW FROM INVESTING ACTIVITIES Payments for property, plant and equipment (8,491) (980)

Payments for intangible assets (245,935) (187,009)

Purchase of financial assets (10,000) (4,000)

Proceeds from sale of financial assets 16,021 5,300

Total Cash Flows from Investing Activities (248,405) (186,689)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of securities and securities subscriptions

59,000 714,000

Net Cash Flows from Financing Activities 59,000 714,000

Net increase/(decrease) in cash and cash equivalents

(304,274) 439,900

Cash and cash equivalents at the beginning of the year

439,900 -

Cash and cash equivalents at the end of the year

135,626 439,900

* Please refer to Section 10.2 with respect to the audit opinions issued by Bentleys on the historical financial information. The financial information should be read in conjunction with the accounting policies in Section 10.7 and the Independent Limited Assurance Report in Section 11.

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10.7 Historical and Pro-forma consolidated statements of financial position

Brand New Vintage Ltd

CGWDH Pty Ltd

Subsequent events

Pro forma adjustments Pro forma after Offers

Notes 30 June 2016

30 June 2016

Minimum Maximum Minimum Maximum

$ $ $ $ $ $ $

Current assets

Cash & cash equivalents

3 380,537 135,626 961,536 2,170,000 2,640,000 3,647,699 4,117,699

Trade & other receivables

178,656 51,630 - - - 230,286 230,286

Inventories 78,658 - - - - 78,658 78,658

Total current assets

637,851 187,256 961,536 2,170,000 2,640,000 3,925,643 4,426,643

Non current assets

Property, plant and equipment

- 8,713 - - - 8,713 8,713

Intangible assets - 432,943 - - - 432,943 432,943

Total non current assets

- 441,656 - - - 441,656 441,656

TOTAL ASSETS 637,851 628,912 961,536 2,170,000 2,640,000 4,398,299 4,868,299

Current liabilities

Trade & other payables

171,310 89,256 - - - 260,566 260,566

Provisions 59,640 - - - - 59,640 59,640

Total current liabilities

230,950 89,256 - - - 320,206 320,206

TOTAL LIABILITIES 230,950 89,256 - - - 320,206 320,206

NET ASSETS 406,901 539,656 961,536 2,170,000 2,640,000 4,078,093 4,548,093

EQUITY

Issued capital 4 12,826,884 885,237 961,536 (8,716,538) (8,246,538) 5,957,119 6,427,119

Option Reserves 5 - - - 1,480,157 1,480,157 1,480,157 1,480,157

Accumulated losses

6 (12,419,983) (345,581) - 9,406,381 9,406,381 (3,359,183)

(3,359,183)

TOTAL EQUITY 406,901 539,656 961,536 2,170,000 2,640,000 4,078,093 4,548,093

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10.8 Notes to and Forming Part of the Historical Financial Information

Note 1: Summary of significant accounting policies

(a) Basis of Accounting

The historical financial information has been prepared in accordance with the measurement and recognition (but not the disclosure) requirements of Australian Accounting Standards, Australian Accounting Interpretations and the Corporations Act.

The financial statements have been prepared on an accruals basis, are based on historical cost and except where stated do not take into account changing money values or current valuations of selected non-current assets, financial assets and financial liabilities. Cost is based on the fair values of the consideration given in exchange for assets.

The preparation of the Statement of Financial Position requires the use of certain critical accounting estimates and assumptions. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Statement of Financial Position are disclosed where appropriate.

The pro forma Statement of Financial Position as at 30 June 2016 represents the reviewed financial position and adjusted for the transactions discussed in Note 2 to this report. The Statement of Financial Position should be read in conjunction with the notes set out in this report.

(b) Going Concern

The financial information has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realization of assets and the settlement of liabilities in the normal course of business.

The entity’s ability to continue as a going concern is dependent on the success of the Public Offer. The Directors believe that the entity will continue as a going concern. As a result, the financial information has been prepared on a going concern basis. However, should the Public Offer be unsuccessful, the entity may not be able to continue as a going concern. No adjustments have been made relating to the recoverability and classification of liabilities that might be necessary should the entity not continue as a going concern.

(c) Cash and Cash Equivalents

Cash comprises cash on hand and cash equivalents. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, which are subject to an insignificant risk of changes in value and have a maturity of three months or less at the date of acquisition.

(d) Receivables

Trade receivables, which generally have 30-90 day terms, are recognized initially at fair value and subsequently measured at amortised cost using

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the effective interest method, less an allowance for any uncollectible amounts.

Collectability of trade receivables is reviewed on an ongoing basis, Debts that are known to be uncollectible are written off when identified. An allowance for impairment is raised when there is objective evidence that the Group will not be able to collect the debt.

(e) Inventories

Inventories are measured at the lower of cost and net realisable value. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventories by the method most appropriate to each particular class of inventory, with all categories being valued on a first in first out basis. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. All inventory has been forecast for sale in accordance with the Group’s normal vintage operating cycle is shown as a current asset, excess of this is shown as non-current in the statement of financial position.

(f) Property, Plant and Equipment

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated on a straight-line basis to write off the net cost of each item of plant and equipment (excluding land) over their expected useful lives as follows:

Computer equipment: 3 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

An item of plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Company. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits.

(g) Intangible Assets

Intangible assets with finite lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives.

Intangible assets are only recognised when there is technical feasibility of completing the intangible asset, where there is an intention and ability to use the asset and the intangible asset is expected to deliver future economic benefits and these benefits can be measured reliably.

Intangible assets include website development and software. Costs capitalised include only those costs directly attributable to the development of website and software. The website development costs

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at year end is not yet available for use, hence no amortisation has been recognised.

(h) Income Tax

The income tax expense (revenue) for the period comprises current income tax expense (income) and deferred tax expense (income).

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the period as well unused tax losses.

Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

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(i) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

(j) Impairment of Assets

At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the Statement of Profit or Loss and Other Comprehensive Income.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(k) Trade and Other Payables

Liabilities for trade creditors and other amounts are carried at amortised cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the Group.

(l) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation. Its carrying amount is the present value of those cash flows.

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When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

(m) Revenue and Other Income

Revenue is recognised when the amount of the revenue can be measured reliably, it is probable that economic benefits associated with the transaction will flow to the company and specific criteria relating to the type of revenue as noted below, has been satisfied.

All revenue is stated net of the amount of goods and services tax (GST).

Revenue is measured at the fair value of the consideration received or receivable and is presented net of returns, discounts and rebates.

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time 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 though the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

Sale of Goods

Revenue from the sale of goods is recognised when all the following conditions are satisfied:

(i) the Group has transferred to the buyer the significant risks and rewards of ownership of the goods;

(ii) the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

(iii) the amount of revenue can be measured reliably;

(iv) it is probable that the economic benefits associated with the transaction will flow to the Group; and

(v) the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Specifically, revenue from the sale of goods is recognised when goods are delivered and legal title is passed.

Rendering of Services

Revenue recognition from the rendering of professional services is recognised by reference to the stage of completion of the contracts.

(n) Employee Benefits

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in current liabilities in respect

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of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Non-accumulating sick leave is expensed to profit or loss when incurred.

(o) Share-based payments

The Group provides benefits to executive directors, employees and consultants of the Group in the form of share-based payments, whereby those individuals render services in exchange for shares or rights over shares (equity-settled transactions).

When provided, the cost of these equity-settled transactions with these individuals is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black Scholes model.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant individuals become fully entitled to the award (the vesting period).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph..

(p) Issued Capital

Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(q) Acquisition of Subsidiaries and Businesses

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

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Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant Standards. Changes in the fair value of contingent consideration classified as equity are not recognised.

The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under AASB 3 are recognised at their fair value at the acquisition date, except that:

(i) deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with AASB 112 Income Taxes and AASB 119 Employee Benefits respectively;

(ii) liabilities or equity instruments related to the replacement by the Group of an acquiree’s share-based payment awards are measured in accordance with AASB 2 Share-based Payment; and

(iii) assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date – and is subject to a maximum of one year.

The acquisition of Dawine has been reflected in the pro forma Statement of Financial Position as at 30 June 2016. In accounting for the acquisition, the Group has taken guidance from the principles of AASB 3 Business Combinations (“AASB 3”) and determined that Dawine would be deemed to be the acquirer for accounting purposes. Accordingly, the transaction is accounted for as a reverse asset acquisition. As a result, the pro forma consolidated Statement of Financial Position as at 30 June 2016 has been prepared as a continuation of the Dawine’s financial statements, with Dawine (as the accounting acquirer) accounting for the acquisitions as from 30 June 2016 (for the purposes of the pro forma consolidated Statement of Financial Position). As the activities of the legal acquirer (Brand New Vintage Ltd) would not constitute a business based on the requirements of AASB 3, any excess of the deemed consideration over the fair value of the acquisitions, as calculated in accordance with

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the reverse acquisition accounting principles, cannot be taken to goodwill and has been expensed as part of the transaction.

(r) Critical accounting estimates and critical judgements in applying accounting policies

The preparation of financial statements in conformity with AASBs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

Share Based Payment Transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an internal valuation using Black-Scholes option pricing model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share based payments transactions would have no impact on the carrying amounts of assets or liabilities within the next annual reporting period but may impact profit or loss or equity.

Income Tax Expenses

Judgment is required in assessing whether deferred tax assets and liabilities are recognised on the statement of financial position. Deferred tax assets, including those arising from temporary differences, are recognised only when it is considered more likely than not that they will be recovered, which is dependent on the generation of future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised.

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Note 2: Actual and Proposed Transactions to Arrive at the Pro-Forma Financial Information

The pro-forma historical financial information has been prepared by adjusting the statement of financial position of Brand New Vintage Ltd and CGWDH Pty Ltd as at 30 June 2016 to reflect the financial effects of the following subsequent events which have occurred since 30 June 2016:

(a) Subsequent to 30 June 2016, Dawine raised $1m less capital raising costs of $38,464 through issuance of ordinary shares;

and the following pro forma transactions which are yet to occur, but are proposed to occur following completion of the capital raising:

(a) the completion of the consolidation of the company’s issued capital on the basis of 1 share for every 2.5 shares held;

(b) the issue of 293,846,670 shares (on a post consolidation basis) in consideration for the acquisition of 100% of CGWDH Pty Ltd;

(c) the issue of 125,000,000 shares (on a post consolidation basis) at issue price of $0.02 each to raise up to $2,500,000 before costs based on the minimum subscription or the issue of up to 150,000,000 shares (on a post consolidation basis) at an issue price of $0.02 each to raise up to $3,000,000 before costs;

(d) costs of the Offers are estimated to be $330,000 ($150,000 relates to capital raising fees) based on the minimum Public Offer subscription or $360,000 ($180,000 relates to capital raising fees) based on the maximum Public Offer subscription, which are to be offset against the contributed equity;

(e) the issue of up to 150,000,000 options (on a post consolidation basis) to brokers in consideration for brokerage services provided to the Company in respect of the capital raising; and

(f) the issue of up to 60,000,000 options (on a post consolidation basis) to directors and employees.

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Note 3: Cash & Cash equivalents

Pro forma after Offers

Minimum Maximum

$ $

Cash and cash equivalents 3,647,699 4,117,699

Reviewed balance of BNV as at 30 June 2016 380,537 380,537

Reviewed balance of Dawine as at 30 June 2016 135,626 135,626

Subsequent events:

Net proceeds from issue of shares - Dawine 961,536 961,536

Total 961,536 961,536

Pro-forma adjustments:

Proceeds from shares issued under the Public Offer

2,500,000 3,000,000

Costs of offers (330,000) (360,000)

Total 2,170,000 2,640,000

Pro-forma Balance 3,647,699 4,117,699

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Note 4: Issued Capital

Pro forma after Offers

Minimum Maximum

$ $

Issued capital 5,957,119 6,427,119

Number of shares

Minimum

Number of shares

Maximum

$

$

Fully paid ordinary share capital of BNV as at 30 June 2016

352,200,113 352,200,113 12,826,884 12,826,884

Fully paid ordinary share capital of Dawine as at 30 June 2016

28,397,500 28,397,500 885,237 885,237

Subsequent events:

Issue of shares to raise capital in Dawine

8,333,333 8,333,333 961,536 961,536

Total 8,333,333 8,333,333 961,536 961,536

Pro-forma adjustments:

Share consolidation (ratio 2.5:1) (211,320,068) (211,320,068) - -

*Issue of shares to acquire Dawine 293,846,670 293,846,670 2,817,601 2,817,601

Elimination of BNV’s issued capital on acquisition

- - (12,826,884) (12,826,884)

Proceeds from shares issued under the Public Offer

125,000,000 150,000,000 2,500,000 3,000,000

Capital raising costs - - (150,000) (180,000)

Issue of options to brokers (capital raising costs)

- - (1,057,255) (1,057,255)

Total 207,526,602 232,526,602 (8,716,538) (8,246,538)

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#Pro-forma Balance 559,726,715 584,726,715 5,957,119 6,427,119 #The share capital issued subsequent to the deemed acquisition reflect the share structure of the legal parent entity – BNV.

*Consideration of the acquisition

In accordance with reverse asset acquisition accounting principles the consideration is deemed to have been incurred by Dawine in the form of equity instruments issued to BNV shareholders. The acquisition date fair value of this consideration has been determined with reference to the fair value of the issued shares of BNV immediately prior to the acquisition and has been determined to be $2,817,601 based on 140,880,045 shares (on a consolidation basis) on a value of $0.02 per share, being the issue price under the Prospectus. As a result, transaction costs of $2,410,700 have been determined being the difference between the consideration and the fair value of net assets of Brand New Vintage Ltd for the purposes of preparation of the pro forma financial information.

At the actual acquisition date the fair value will be required to be determined again, therefore the fair value and consideration could be materially different which will impact the excess deemed consideration on acquisition.

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Note 5: Reserves

Pro forma after

Offers $

Option Reserves 1,480,157

Number of options

$

Reviewed balance of BNV as at 30 June 2016 - -

Reviewed balance of Dawine as at 30 June 2016 - -

Pro-forma adjustments:

Issue of options to brokers 150,000,000 1,057,255

Issue of options to directors and employees 60,000,000 422,902

Total 210,000,000 1,480,157

Pro-forma Balance 210,000,000 1,480,157

Valuation of Options The options were valued using the Black & Scholes option model based on the follow inputs:

Underlying share price $0.02

Option exercise price (post-consolidation) $0.03

Effective Date 25/10/2016

Option expiry date 25/10/2020

Share price volatility 80%

Risk free interest rate 1.70%

Discount applied for non-listed status of options 30%

Fair Value per option $0.00705

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Note 6: Accumulated Losses

Pro forma after Offers Minimum Maximum $ $

Accumulated losses (3,359,183) (3,359,183)

Reviewed balance of BNV as at 30 June 2016 (12,419,983) (12,419,983)

Reviewed balance of Dawine as at 30 June 2016 (345,581) (345,581)

Pro-forma adjustments:

Excess deemed consideration on acquisition – transaction cost

(2,410,700) (2,410,700)

Elimination of BNV’s accumulated losses on acquisition

12,419,983 12,419,983

Other costs of acquisition (180,000) (180,000)

Issue of options to directors and employees (422,902) (422,902)

Total 9,406,381 9,406,381

Pro-forma Balance (3,359,183) (3,359,183)

Note 7: Related Parties

Refer to Section 9 of the Prospectus for the Board and Management Interests.

Note 8: Commitments and Contingent Liabilities

At the date of the report no other material commitments or contingent liabilities exist that we are aware of, other than those disclosed in this Prospectus.

Note 9: Subsequent Events

Subsequent to 30 June 2016 the following events have occurred which have been reflected in the pro-forma adjustments:

• Subsequent to 30 June 2016, Dawine raised $1m less capital raising costs of $38,464 through issuance of ordinary shares.

Other than disclosed above there have been no material events subsequent to balance date that we are aware of, other than those disclosed in this Prospectus.

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11. INDEPENDENT LIMITED ASSURANCE REPORT

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29 November 2016 The Directors Brand New Vintage Ltd (To be renamed Dawine Ltd) Suite 6, 295 Rokeby Road Subiaco WA 6008 Dear Directors Independent Limited Assurance Report on Brand New Vintage Ltd (To be renamed Dawine Ltd) Historical and Pro forma Financial Information 1. Introduction We have been engaged by Brand New Vintage Ltd (To be renamed Dawine Ltd) (“BNV” or “the Company”) to prepare this Independent Limited Assurance Report (“Report”) in

relation to certain financial information of BNV for inclusion in the Prospectus. The Prospectus is issued for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy ASX requirements for a listing following a change in the nature and scale of the Company’s activities as a result of the Company executing a binding terms sheet (“Acquisition Agreement”) to acquire 100% of the issued shares in CGWDH Pty Ltd (“Dawine”) (“Transaction”). Broadly, the Prospectus (or “the document”) will raise a minimum of $2,500,000 through the issue of 125,000,000 shares at an issue price of $0.02 per share. The Company may also accept oversubscriptions of up to an additional $3,000,000. Expressions and terms defined in the document have the same meaning in this report. This Report has been prepared for inclusion in the Prospectus. We disclaim any assumption of responsibility for any reliance on this Report or on the Financial Information to which it relates for any purpose other than that for which it was prepared. 2. Scope You have requested Bentleys to perform a limited assurance engagement in relation to the historical and pro forma historical financial information described below and disclosed in the Prospectus. F

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The historical and pro forma historical financial information is presented in the Prospectus in an abbreviated form insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001. You have requested Bentleys to review the following historical financial information (together the “Historical

Financial Information”) of Brand New Vintage Ltd and CGWDH Pty Ltd included in the Prospectus: Historical Financial Information – Brand New Vintage Ltd

The historical Statements of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2016; and

The historical Statements of Financial Position as at 30 June 2016. Historical Financial Information – CGWDH Pty Ltd (Dawine)

The historical Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2016;

The historical Statement of Cash Flows for the year ended 30 June 2016; and The historical Statement of Financial Position as at 30 June 2016.

The Historical Financial Information of Brand New Vintage Ltd has been extracted from the financial reports for the years ended 30 June 2014, 30 June 2015 and 30 June 2016. The financial reports for the years ended 30 June 2014, 30 June 2015 and 30 June 2016 was audited by Deloitte Touche Tohmatsu (“Deloitte”) in

accordance with Australian Auditing Standards. Deloitte issued an emphasis of matter for the financial report for the year ended 30 June 2016 as a result of a material uncertainty surrounding the ability of the entity to continue as a going concern. The Historical Financial Information of CGWDH Pty Ltd has been extracted from the financial reports for the years ended 30 June 2015 and 30 June 2016. The financial reports for the years ended 30 June 2015 and 30 June 2016 were audited by Bentleys in accordance with Australian Auditing Standards. Bentleys have issued unqualified audit opinion with emphases of matters for each of the periods audited as a result of material uncertainty surrounding the ability of the entity to continue as a going concern in the event certain matters, including the Offers and Acquisition, do not proceed. Pro Forma Historical Financial Information You have requested Bentleys to review the pro forma historical Statement of Financial Position as at 30 June 2016 referred to as “the pro forma historical financial information.” The pro forma historical financial information has been derived from the historical financial information of BNV, after adjusting for the effects of the subsequent events and pro forma adjustments described in section 2 of this report. The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the historical financial information and the events or transactions to which the pro forma adjustments relate, as described in section 2 of this report, as if those events or transactions had occurred as at the date of the historical financial information. Due to its nature, the pro forma historical financial information does not represent the company’s actual or prospective financial position.

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The pro-forma historical financial information as described in section 2 of this report has been prepared by adjusting the statement of financial position of BNV and Dawine as at 30 June 2016 to reflect the financial effects of the following subsequent events which have occurred in the period since 30 June 2016: (a) Subsequent to 30 June 2016, Dawine raised $1m less capital raising costs of $38,464 through

issuance of ordinary shares;

and the following pro forma transactions which are yet to occur, but are proposed to occur following completion of the capital raising:

(a) the completion of the consolidation of the company’s issued capital on the basis of 1 share for every

2.5 shares held;

(b) the issue of 293,846,670 shares (on a post consolidation basis) in consideration for the acquisition of 100% of CGWDH Pty Ltd;

(c) the issue of 125,000,000 shares (on a post consolidation basis) at issue price of $0.02 each to raise up to $2,500,000 before costs based on the minimum subscription or the issue of up to 150,000,000 shares (on a post consolidation basis) at an issue price of $0.02 each to raise up to $3,000,000 before costs;

(d) costs of the Offers are estimated to be $330,000 ($150,000 relates to capital raising fees) based on the minimum Public Offer subscription or $360,000 ($180,000 relates to capital raising fees) based on the maximum Public Offer subscription, which are to be offset against the contributed equity;

(e) the issue of up to 150,000,000 options (on a post consolidation basis) to brokers in consideration for brokerage services provided to the Company in respect of the capital raising;

(f) the issue of up to 60,000,000 options (on a post consolidation basis) to directors and employees;

3. Directors’ Responsibility The directors of BNV are responsible for the preparation of the historical financial information and pro forma historical financial information, including the selection and determination of pro forma adjustments made to the historical financial information and included in the pro forma historical financial information. This includes responsibility for such internal controls as the directors determine are necessary to enable the preparation of historical financial information and pro forma historical financial information that are free from material misstatement, whether due to fraud or error. 4. Our Responsibility Our responsibility is to express limited assurance conclusion on the Historical Financial Information and the Pro Forma Historical Financial Information based on the procedures performed and the evidence we have obtained. We have conducted our engagement in accordance with the Standard on Assurance Engagement ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial

Information. A review 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 reasonable 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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Our engagement did not involve updating or re-issuing any previously issued audit or review report on any financial information used as a source of the financial information. 5. Historical Financial Information Historical Financial Information – Brand New Vintage Ltd Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the historical financial information comprising:

The historical Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2016; and

The historical Statement of Financial Position as at 30 June 2016. are not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in section 10 of the Prospectus. Historical Financial Information – CGWDH Pty Ltd Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the historical financial information, as described in section 10 of the Prospectus, and comprising:

The historical Statements of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2016;

The historical Statement of Cash Flows for the year ended 30 June 2016; and The historical Statements of Financial Position as at 30 June 2016;

are not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in section 10 of the Prospectus. 6. Pro Forma Historical Financial Information Conclusion – Pro Forma Historical Financial Information Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the pro forma historical financial information comprising the Statement of Financial Position as at 30 June 2016 is not presented fairly in all material respects, in accordance with the stated basis of preparation as described in section 10 of the Prospectus. 7. Restriction on Use Without further modifying our conclusions, we draw attention to section 1 of this report, which describes the purpose of the financial information, being for inclusion in the document. As a result, the financial information may not be suitable for use for another purpose. 8. Consent Bentleys has consented to the inclusion of this Independent Limited Assurance Report in this disclosure document in the form and context in which it is so included (and at the date hereof, this consent has not been

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withdrawn), but has not authorised the issue of the disclosure document. Accordingly, Bentleys makes no representation or warranties as to the completeness and accuracy of any information contained in this disclosure document, and takes no responsibility for, any other documents or material or statements in, or omissions from, this disclosure document. 9. Liability The Liability of Bentleys Audit & Corporate (WA) Pty Ltd is limited to the inclusion of this report in the document. Bentleys Audit & Corporate (WA) Pty Ltd makes no representation regarding, and takes no responsibility for any other statements, or material in, or omissions from the document. 10. Declaration of Interest Bentleys Audit & Corporate (WA) Pty Ltd does not have any interest in the outcome of this transaction or any other interest that could reasonably be regarded as being capable of affecting its ability to give an unbiased conclusion in this matter. Bentleys Audit & Corporate (WA) Pty Ltd will receive normal professional fees for the preparation of the report. Yours faithfully

MARK DELAURENTIS CA Director

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12. CORPORATE GOVERNANCE

12.1 ASX Corporate Governance Council Principles and Recommendations

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

To the extent applicable, commensurate with the Company’s size and nature, the Company has adopted The Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council (Recommendations).

The Board seeks, where appropriate, to provide accountability levels that meet or exceed the Recommendations.

The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined below and further details on BNV’s corporate governance procedures, policies and practices can be obtained from the Company website at http://www.brandnewvintage.com.au.

12.2 Board of Directors

The Board is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

(a) maintain and increase Shareholder value;

(b) ensure a prudential and ethical basis for the Company’s conduct and activities; and

(c) ensure compliance with the Company’s legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

(a) developing initiatives for profit and asset growth;

(b) reviewing the corporate, commercial and financial performance of the Company on a regular basis;

(c) acting on behalf of, and being accountable to, the Shareholders; and

(d) identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully-informed basis.

In light of the Company’s size and nature, the Board considers that the proposed board is a cost effective and practical method of directing and managing the Company. If the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

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12.3 Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting. However, subject thereto, the Company is committed to the following principles:

(a) the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and

(b) the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business.

Following Settlement, the Board is proposed to consist of three members. The Company has adopted a Nominations Committee Charter, but has not formally adopted a Nominations and Remuneration Committee. The Directors consider that the Company is currently not of a size, nor are its affairs of such complexity as to justify the formation of a Nomination and Remuneration Committee. The responsibilities of a Nomination and Remuneration Committee are currently carried out by the Board.

Where a casual vacancy arises during the year, the Board has procedures to select the most suitable candidate with the appropriate experience and expertise to ensure a balanced and effective Board. Any Director appointed during the year to fill a casual vacancy or as an addition to the current Board, holds office until the next general meeting and is then eligible for re-election by the Shareholders.

12.4 Identification and management of risk

The Board of Directors act also as the Risk Committee and are responsible for overseeing the risk management function. They are responsible for ensuring the risks and opportunities are identified on a timely basis. To assist the Board to fulfil its function as the Risk Committee, the Company has adopted a Risk Management Policy.

12.5 Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards.

12.6 Independent professional advice

Subject to the Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

12.7 Remuneration arrangements

The total maximum remuneration of Non-Executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of Non-Executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each Non-Executive Director. The amount included in BNV’s Proposed Constitution is set at an amount not to exceed $500,000 per annum.

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Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The Board reviews and approves the remuneration policy to enable the Company to attract and retain Directors who will create value for Shareholders having consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant Directors’ time, commitment and responsibility.

12.8 Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel (i.e. Directors and, if applicable, any employees reporting directly to the Managing Director). The policy generally provides that written notification to the Chairman (or in the case of the Chairman, another Director) must be satisfied prior to trading.

12.9 External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

12.10 Audit committee

The Board has not considered it appropriate to establish an Audit Committee given the Company’s current size and stage of development. All the functions of an Audit Committee are carried out by the Board of Directors.

12.11 Diversity Policy

The Board has adopted a diversity policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development opportunities for women and a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives.

12.12 Departures from Recommendations

Following re-admission to the Official List of ASX, the Company will be required to report any departures from the Recommendations in its annual financial report.

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13. MATERIAL CONTRACTS

13.1 Acquisition Agreement

In accordance with the terms of the Acquisition Agreement, the Company will acquire all of the Dawine Shares on the terms and conditions set out below.

The key terms of the Acquisition Agreement are as follows:

(a) Acquisition

The Company has agreed to acquire and the Vendors have agreed to sell 100% of the Dawine Shares.

(b) Conditions Precedent

The conditions precedent which must be satisfied prior to BNV completing the Acquisition are as follows:

(i) completion of a capital raising by Dawine through the issue of Dawine Shares to raise up to $1,000,000 for working capital purposes (Dawine Capital Raising);

(ii) completion of the Public Offer;

(iii) completion of the Consolidation;

(iv) BNV entering into share sale agreements with all minority shareholders of Dawine and being unconditionally entitled to acquire 100% of the issued capital in Dawine;

(v) BNV entering into service agreements with key personnel of Dawine, being Piers Lewis and Michael Edwards, satisfactory to BNV in its sole discretion;

(vi) BNV obtaining conditional approval from ASX to be admitted to the official list of ASX on conditions satisfactory to BNV and all conditions other than those solely within the control of BNV are satisfied;

(vii) BNV obtaining all necessary third party approval or consents and regulatory approvals pursuant to the ASX Listing Rules, the Corporations Act 2001 (Cth) (Act) or any other law to allow the parties to lawfully complete the matters set out in the Acquisition Agreement; and

(viii) BNV holding the General Meeting to obtain all approvals that are required to give effect to the transactions contemplated by the Acquisition Agreement and BNV subsequently receiving such approvals,

(together, the Conditions).

(c) Consideration

The consideration payable by BNV is 293,846,670 Shares, to be issued to the Vendors on a pro-rata basis in proportion to their respective shareholding interest in Dawine on the date of Settlement.

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(d) Board Changes

BNV will appoint two representatives of Dawine as Directors. Two Directors, Messrs Graham Keys and Frank Kraps, will resign on Settlement.

(e) Broker Options

As part of the Acquisition, BNV will issue up to 150,000,000 Options to brokers and other unrelated parties of BNV.

(f) Director Options

BNV will issue up to 60,000,000 Options to Directors, Proposed Directors and unrelated consultants of BNV.

13.2 Warehouse Agreement

On 30 November 2015, Dawine entered into the Warehouse Agreement, pursuant to which it leases a warehouse in the Free Trade Zone in Shanghai from Haiding International Logistics (Shanghai) Co. Ltd.

Term: 1 January 2016 until 31 December 2016 with an option to renew for a further two (2) years.

Rent: RMB 839.5 per square metre amounting to a total rental of RMB 209,875 payable on a monthly basis and reviewed based on market rates upon renewal of the contract.

Termination: either party may terminate the contract by 60 days written notice and may not terminate the contract without the consent of the other party.

Purpose: The premises is only to be used for warehousing purposes.

Conditions: the lessee shall abide by the laws and regulations of the State and Shanghai Municipality regarding construction, fire protection, environmental protection and sanitation and epidemic prevention and can only set up a special warehouse under the approval of the public security departments. Additionally, the lessor must provide a warehouse that is temperature controlled.

Dawine has advised the Company that it is currently in the process of renewing the term of the lease for a further two (2) years.

13.3 Mandate with Joint Lead Managers

On 22 November 2016, Company entered into the Mandate for the appointment of Merchant and CPS as joint lead managers in relation to the Public Offer.

Under the terms of the Mandate, the Joint Lead Managers will, inter alia:

(a) advise and support the Company, as appropriate and required, in a number of areas relating to the Company’s dealings with Dawine and its fundraising strategy;

(b) The advisory services are expected to cover:

(i) the Company's current and future corporate strategy;

(ii) the Company's existing capital structure and its ongoing suitability in connection with the corporate strategy; and

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(iii) existing and ongoing relationships with the Company's stakeholders.

In consideration for these services, the Company has agreed to:

(a) pay the Joint Lead Managers an equity raising fee equal to 4% (plus GST) of the total funds raised by the Joint Lead Managers and a management fee equal to 2% (plus GST) of the total amount raised;

(b) issue to the Joint Lead Managers 100,000,000 options to acquire the Company’s shares, exercisable at $0.03 per option expiring on the date which is four (4) years from the date of issue (Options);

(c) issue 50,000,000 additional Options an unrelated party of the Company, as directed by the Joint Lead Managers.

The Joint Lead Managers may terminate the engagement by written notice if the Company is in breach of a material term of the engagement letter, if the Company fails to accept the Joint Lead Managers’ advice on a material regulatory matter or if the Joint Lead Managers are not satisfied that the Company can proceed with the engagement without being in default of applicable laws.

The Company may terminate the engagement by written notice if the Joint Lead Managers are unable to procure applications for a minimum amount of funds of $2,500,000 to be raised under the capital raising within six (6) weeks of lodgement of this Prospectus.

13.4 Executive Services Agreement

The Company and Piers Lewis entered into an executive services agreement dated 24 November 2016 pursuant to which Mr Lewis is appointed as Executive Chairman commencing on the date the Company is re-admitted to the Official List (Commencement Date) (ESA).

The material terms of the ESA are as follows:

(a) (Term): 3 years commencing on the Commencement Date;

(b) (Salary): $160,000 per annum (excluding directors’ fees), on a total employment cost basis, which will be reviewed annually by the Company in accordance with the relevant policy of the Company;

(c) (Directors fees): $50,000 per annum payable by the Company to Mr Lewis during the period Mr Lewis serves as a director of the Company;

(d) (Director Options): Mr Lewis will also be entitled to 12,000,000 Director Options, on the terms contained in Section 14.3, which the Company intends on issuing under an employee incentive option plan to be adopted by the Board, subject to Shareholder approval;

(e) (Expenses): The Company will reimburse Mr Lewis for all reasonable expenses (including travel) incurred in the performance of his duties; and

(i) (Termination): The Company may terminate the ESA:

(i) without cause by giving not less than six (6) months’ written notice; or

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(ii) summarily without notice if Mr Lewis is removed as a director, is of unsound mind, commits any serious breach of the ESA that is not remedied within 14 days, demonstrates incompetence in terms of performance, commits or is guilty of gross misconduct or is convicted of a criminal offence.

The ESA also contains various other terms and conditions that are considered standard for an agreement of this nature.

13.5 Letters of appointment – Non-Executive Directors

The Company entered into letter agreements with each of Mr Edwards and Mr Atkins (Non-Executive Directors) in relation to their appointment as non-executive directors of the Company. The appointment commences upon the Settlement and automatically ceases at the end of any meeting at which they are not re-elected as a director by the shareholders of the Company or otherwise ceases in accordance with the Constitution.

The Non-Executive Directors shall each be paid directors’ fees of $36,000 per annum.

In addition to the directors’ fees, the Company has agreed to issue 12,000,000 Director Options to Messrs Edwards and Atkins.

13.6 Deeds of indemnity, insurance and access

The Company is in the process of finalising deeds of indemnity, insurance and access with Messrs Lewis, Atkins and Edwards, and will enter into such deeds with each of these parties following their appointments. Under these deeds, the Company agrees to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company or a related body corporate (subject to customary exceptions). The Company is also required to maintain insurance policies for the benefit of the relevant officer and must also allow the officers to inspect board papers and other documents provided to the Board in certain circumstances.

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14. ADDITIONAL INFORMATION

14.1 Litigation

As at the date of this Prospectus, neither the Company, Dawine or any of their respective subsidiaries are involved in any material legal proceedings and the Directors and Proposed Directors are not aware of any legal proceedings pending or threatened against the Company or Dawine or any of their respective subsidiaries.

14.2 Rights and liabilities attaching to Shares

The following is a summary of the more significant rights and liabilities attaching to Shares being offered pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution of the Company.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of Shareholders or classes of shareholders:

(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

(ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare

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a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit.

(d) Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

(e) Shareholder liability

As the Shares under the Prospectus are fully paid shares, they will not be subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(f) Transfer of Shares

Generally, Shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the ASX Listing Rules.

(g) Future increase in capital

The issue of any new Shares is under the control of the Board of the Company as appointed from time to time. Subject to restrictions on the issue or grant of Securities contained in the ASX Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing Share or class of shares), the Directors may issue Shares and other Securities as they shall, in their absolute discretion, determine.

(h) Variation of rights

Under Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied or abrogated with the

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consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

(i) Alteration of Constitution

In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at least three quarters of votes validly cast for Shares at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

14.3 Terms and Conditions of Broker Options and Director Options

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.03 (Exercise Price).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is four years from the date of issue (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

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(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

(iv) If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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14.4 Terms and Conditions of Incentive Option Scheme

The key terms of the Company’s Incentive Option Scheme, Shareholder approval for which will be sought at the General Meeting, are as follows:

(a) Eligible Participants: All Directors, full time, part time and casual employees and certain contractors of the Company or any Associated Body Corporate, are eligible to participate in the Plan.

(b) Offers: The Board may, from time to time, at its absolute discretion, make an offer to grant Options to an Eligible Participant (as defined above) under the Plan and on such additional terms and conditions as the Board determines.

(c) Options: Each Option, once vested, entitles the holder to purchase one Share for the exercise price specified in the offer made to the holder.

(d) Not transferrable: Options are only transferrable with the prior written consent of the Board of the Company in Special Circumstances or a change in control, or by force of law upon death to the participant’s legal personal representative or upon bankruptcy to the participant’s trustee in bankruptcy.

(e) Vesting Conditions: The Board will determine the vesting conditions (if any) that must be satisfied before an Option vests and can be exercised, and the date by which a vesting condition must be satisfied (Vesting Condition).

(f) Vesting: An Option will vest where Vesting Conditions are satisfied or where, despite Vesting Conditions not being satisfied, the Board (in its absolute discretion) resolves that unvested Options have vested as a result of:

(i) the participant ceasing to be an Eligible Participant due to Special Circumstances (eg due to death, total and permanent disability, retirement or redundancy) as set out in the Plan; or

(ii) the Company undergoing a change in control or winding up.

(g) Exercise of vested Option: Unless the Board decides otherwise, any vested Option may be exercised at any time after the Board notifies the holder that the Option has vested and before it lapses, following which the Company will issue the participant with the applicable number of Shares.

(h) Shares: Shares resulting from the vesting of the Options shall, from the date of issue, rank on equal terms with all other Shares on issue.

(i) Share Sale Restrictions: The Board may, in its absolute discretion, direct that any Share issued to a participant on the exercise of an Option under the Plan, must not be disposed of or otherwise dealt with for a period of time up to five (5) years from issue (Restriction Period).

(j) Quotation of Shares: If Shares of the same class as those allotted under the Plan are quoted on the ASX, the Company will, subject to the ASX Listing Rules, apply to the ASX for those Shares to be quoted on ASX within 10 business days of the later of the date the Shares are issued and the date any Restriction Period applying to the Shares ends.

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(k) Lapse of an Option: An Option will lapse upon the earlier to occur of:

(i) an unauthorised dealing in, or hedging of, the Option;

(ii) a Vesting Condition in relation to the Option is not satisfied by its due date, or becomes incapable of satisfaction, unless the Board exercises its discretion to vest the Option due to special circumstances (eg due to death, total and permanent disability, retirement or redundancy), a change in control or winding up;

(iii) in respect of unvested Options only, a Relevant Person ceases to be an Eligible Participant, unless the Board:

(A) exercises its discretion to vest the Option due to special circumstances (eg due to death, total and permanent disability, retirement or redundancy), a change in control or winding up; or

(B) in its absolute discretion, resolves to allow the unvested Option to remain unvested after the Relevant Person ceases to be an Eligible Participant;

(iv) in respect of vested Options only, a holder ceases to be an Eligible Participant and the Option granted in respect of that holder is not exercised within one (1) month (or such later date as the Board determines) of the date the holder ceases to be an Eligible Participant;

(v) the Board deems that an Option lapses due to fraud, dishonesty or other improper behaviour of the holder/Eligible Participant;

(vi) the Company undergoes a change in control or winding up, and the Option does not vest in accordance with the Plan; or

(vii) an Option is not exercised prior to its expiry date.

(l) No Participation Rights: There are no participating rights or entitlements inherent in the Options and participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

(m) No Change: An Option does not confer the right to a change in the number of underlying Shares over which the Option can be exercised.

(n) Reorganisation: If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of an Option are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

14.5 Interests of Directors and Proposed Directors

Other than as set out in this Prospectus, no Director or Proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;

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(b) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offers; or

(c) the Offers,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or Proposed Director:

(a) as an inducement to become, or to qualify as, a Director; or

(b) for services provided in connection with:

(i) the formation or promotion of the Company; or

(ii) the Offers.

14.6 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no:

(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;

(b) promoter of the Company; or

(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;

(b) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offers; or

(c) the Offers,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

(a) the formation or promotion of the Company; or

(b) the Offers.

Bentleys Audit & Corporate (WA) Pty Ltd has acted as investigating accountant and has prepared the Independent Limited Assurance Report which is included in Section 10 of this Prospectus. The Company estimates it will pay Bentleys Audit

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& Corporate (WA) Pty Ltd a total of $10,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Bentleys Audit & Corporate (WA) Pty Ltd has received no fees from the Company.

Merchant and CPS are acting as Joint Lead Managers to the Public Offer. The Company estimates it will pay Merchant and CPS a total of $180,000 (excluding GST) for these services if there is maximum subscription under the Public Offer $150,000 if minimum subscription). During the 24 months preceding lodgement of this Prospectus with the ASIC, Merchant and CPS have not received any fees from the Company.

Steinepreis Paganin has acted as the solicitors to Company in relation to the Offers. The Company expects that it will pay Steinepreis Paganin $40,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has acted for the Company and has received $43,986 fees (excl GST and disbursements) from the Company for legal services provided to the Company.

14.7 Consents

Each of the parties referred to in this Section 14:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section;

(b) to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section; and

(c) did not authorise or cause the issue of all or any part of this Prospectus.

Bentleys Audit & Corporate (WA) Pty Ltd has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Independent Limited Assurance Report in Section 11 of this Prospectus in the form and context in which the information and report is included. Bentleys Audit & Corporate (WA) Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Deloitte Touche Tohmatsu has given its written consent to being named as the Company’s auditor in this Prospectus and to the inclusion of the financial information in Section 10 of this Prospectus in the form and context in which the information is included. Deloitte Touche Tohmatsu has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Merchant has given its written consent to being named as Joint Lead Manager of the Offer in this Prospectus. Merchant has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

CPS has given its written consent to being named as Joint Lead Manager of the Offer in this Prospectus. CPS has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

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The Proposed Directors have each given their written consent to being named as the proposed directors of the Company and to all other information relevant to them in this Prospectus. The Proposed Directors have not withdrawn their consents prior to the lodgement of this Prospectus with the ASIC.

14.8 Expenses of the Public Offer

The total expenses of the Public Offer (excluding GST) are estimated to be approximately $330,000 for minimum subscription and $360,000 for maximum subscription under the Public Offer and are expected to be applied towards the items set out in the table below:

Item of Expenditure

$2,500,000 minimum subscription under

Public Offer ($)

$3,000,000 maximum subscription under

Public Offer ($)

ASIC fees 2,350 2,350

ASX fees 66,195 66,695

Joint Lead Managers fees 150,000 180,000

Legal fees 90,000 90,000

Investigating Accountant’s Fees 10,000 10,000

Printing and Distribution 10,000 10,000

Other 1,455 955

TOTAL 330,000 360,000

14.9 Continuous disclosure obligations

As the Company is admitted to ASX’s Official List, the Company is a “disclosing entity” (as defined in Section 111AC of the Corporations Act) and, as such, will be subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.

Price sensitive information is publicly released through ASX before it is disclosed to shareholders and market participants. Distribution of other information to shareholders and market participants is also managed through disclosure to the ASX. In addition, the Company posts this information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

14.10 Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.brandnewvintage.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

There is no facility for the Offers to be accepted electronically or by applying online. Shares will not be issued under the electronic version of the Prospectus.

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The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

No document or information included on our website is incorporated by reference into this Prospectus.

14.11 Governing law

The Offers and the contracts formed on return of an Application Form are governed by the laws applicable in Western Australia, Australia. Each person who applies for Shares pursuant to this Prospectus submits to the non-exclusive jurisdiction of the courts of Western Australia, Australia, and the relevant appellate courts.

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15. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

_______________________________ Graham Keys Chairman For and on behalf of BRAND NEW VINTAGE LIMITED

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16. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings:

$ means an Australian dollar.

Acquisition means the acquisition by the Company of the entire issued share capital of Dawine in accordance with the terms and conditions set out in the Acquisition Agreement.

Acquisition Agreement means the binding heads of agreement between the Company, Dawine and major shareholders of Dawine dated 24 June 2016 for the Company’s acquisition of 100% of the Dawine Shares.

Acquisition Resolutions means those Shareholder resolutions referred to in Section 5.6 of this Prospectus to be considered at the General Meeting, as described in further details in the Notice of Meeting.

Application Form means an application form attached to or accompanying this Prospectus relating to the Offers.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules or Listing Rules means the official listing rules of ASX.

Board means the board of Directors as constituted from time to time.

Broker Option means an Option to be granted under the Option Offer on the terms and conditions set out in Section 14.3.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

CHESS means Clearing House Electronic Sub-register System.

Closing Date means the closing date of the Offers as set out in the indicative timetable in Section 3 (subject to the Company reserving the right to extend the Closing Date or close the Offers early).

Company or BNV means Brand New Vintage Limited (ACN 086 435 136).

Condition has the meaning given to that term in Section 2.6.

Consideration Shares means the 293,846,670 Shares to be issued to the Vendors in consideration for the Company acquiring 100% of the issued share capital of Dawine.

Consideration Offer means the offer of the Consideration Shares as set out in Sections 2.5 and 6.2.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

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CPS means CPS Capital Group Pty Ltd (ACN 088 055 636) (AFSL 294848).

Dawine means CGWDH Pty Ltd (ACN 168 597 911).

Dawine Group means Dawine and each of its subsidiaries, being Dawine Trading (Shanghai) Limited, a company incorporated in the People’s Republic of China, and Dawine (HK) Limited, a company incorporated in Hong Kong.

Dawine Shares means all of the issued fully paid ordinary shares in Dawine.

Directors means the directors of the Company at the date of this Prospectus.

General Meeting means the meeting of Shareholders to be held on 30 November 2016 for the adoption of the 2016 financial statements.

Joint Lead Managers means CPS and Merchant.

Mandate means the mandate between the Company, Merchant and CPS dated 22 November 2016 for the provision of joint lead manager services to the Company by Merchant and CPS in relation to the Public Offer.

Merchant means Merchant Capital Markets Pty Ltd (ACN 154 848 469) (Corporate Authorised Representative 415728 of Draupner Investment Management Pty Ltd AFSL 303566)

Notice of Meeting means the notice of general meeting and explanatory statement of the Company released on ASX on 31 October 2016 in relation to the General Meeting.

Offers mean the Public Offer, the Consideration Offer and the Option Offer or any one of them, as the context requires.

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the ASX Listing Rules.

Option means an option to acquire a Share.

Option Offer means the offer of 150,000,000 Options to Merchant and CPS and/or their nominees pursuant to the Mandate.

Optionholder means a holder of an Option.

Platform has the meaning set out in Section 4A.

Proposed Directors means Mr Piers Lewis and Mr Michael Edwards.

Prospectus means this prospectus.

Public Offer means the offer pursuant to this Prospectus, as set out in Section 6.1 of up to 150,000,000 Shares at $0.02 per Share to raise up to $3,000,000.

Recommendations means The Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council.

Secondary Offers means the Consideration Offer and the Option Offer.

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Section means a section of this Prospectus.

Security means a security issued or to be issued in the capital of the Company, including a Share or an Option.

Settlement means settlement of the Acquisition in accordance with the terms of the Acquisition Agreement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Vendors means all holders of Dawine Shares.

WST means Western Standard Time as observed in Perth, Western Australia.

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