CODEIFAI LIMITED — Regulatory Filings 2016

Feb 28, 2016

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ASX: YPB

ASX/MEDIA ANNOUNCEMENT 29[th] February 2016

Appendix 4E Commentary

Strong foundation for accelerating revenue growth

• Development of the world’s first end to end anti-counterfeit and brand protection solution through YPB’s Protect, Detect and Connect model

• Revenue up to $1.7 million (FY 2014: $0.085 million), with strong Q4

• EBITDA loss to $5.6 million (FY 2014: $4.2 million) as YPB invests in significant R&D and marketing to expoit its outstanding platform

Global anti-counterfeit and brand protection solution company YPB Group Limited ( ASX: YPB ) is pleased to announce its unaudited financial results for the 12 months ended 31 December 2015 in the attached Appendix 4E.

YPB has built an outstanding end-to-end solution which is now generating global revenue. Key achievements in 2015 include:

• Accelerating global sales – YPB now generates revenues from the two largest economies in the world, USA and China. YPB’s China operations have now started to generate meaningful revenues with two large supply contracts. YPB's full suite of technology is being sold in the USA to a wide and growing range of applications. With operations in USA, China, Australia, Thailand and recently Mexico, YPB has a growing, highly motivated and talented team.

• Three acquisitions – YPB completed the Protect, Detect and Connect model with three acquisitions which have now been integrated, most recently including the nTouch business which enables YPB to offer a complete “consumer connect” technology suite. nTouch is a Melbourne-based proximity marketing and consumer engagement platform that facilitates connectivity of brand owners with their consumers.

• Government – In 2015 YPB entered the Government document market with excellent initial results including, through its acquisition of IPP Thailand, the technology being supplied to millions of first world passports. The recently announced JV in Mexico with Affrymx should see further contract success in 2016 and ongoing. These sources are generating meaningful revenue and offer significant growth potential in 2016.

• R&D – 2015 saw material investment in R&D (both directly and via acquisition) to ensure that YPB is the only company in the world that is able to offer completely covert, indestructible, highly versatile and cost effective tracer technology, and at the same time provide consumer interaction technology to brand owners.

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Outlook

YPB expects exponential growth in earnings and revenue in 2016. YPB will continue to build on its market position by leveraging its core technology and world’s first end-to-end anti-counterfeit and brand protection solution across all markets. Key drivers for YPB’s growth in 2016 will come from its ability to provide a complete solution suite to governments, brands and businesses – and to connect them with consumers.

YPB’s Executive Chairman John Houston commented: “YPB is well positioned to deliver strong growth in revenue and is focused on becoming cash flow positive. We have generated strong momentum over the past six months integrating the various acquisitions and are now well positioned to commercialise all YPB’s capabilities.”

For further information please contact;

Mr. John Houston CEO YPB Group Limited T: +61 458 701 088 E: john.houston@ypbsystems.com W: www.ypbsystems.com

Mr. Robert Whitton CFO and Company Secretary YPB Group Limited T: +61 457 666 309 E: rob.whitton@ypbsystems.com

Media and Investor Enquiries

Matthew Wright NWR Communications +61 451 896 420 matt@nwrcommunications.com.au

About YPB

YPB Group (ASX: YPB) is a pioneer in advanced brand protection solutions. Listed on the Australian Securities Exchange, we are expanding our global footprint with an established presence in China, USA, Australia and South East Asia.

YPB’s patented anti-counterfeit technology combined with its security packaging solutions, consulting and forensic services enables businesses to protect their high value brands from the risks of counterfeit and product diversion.

YPB’s full range of services will give businesses the ability to cost effectively protect their brands, easily detect counterfeits and give them the opportunity to connect with their consumers about the authenticity of their brand.

PROTECT

Security print packaging and labeling

YPB offers a wide range of intelligent security packaging and labeling solutions that can be included into almost any material and is a cost effective brand protection solution for companies wanting to protect the integrity and value of their brands in high-risk markets.

IP solutions & forensic services

YPB’s IP solution specialists will work with quality brands and Governments, to develop personalised brand protection strategies and solutions that will deliver real protection and safety for brands, products and consumers.

DETECT

Scanner and tracer protection solutions

YPB’s patent protected state-of-the art tracer technology is invisible, cannot be copied or destroyed. Brand owners that include YPB’s tracers in their packaging can use YPB’s scanners to verify their product’s authenticity. If a counterfeit is detected YPB’s forensic services will consult with a brand owner to develop strategic solutions to protect the brand counterfeiting and product diversion.

CONNECT

Smartphone applications to detect and connect

YPB’s sophisticated, user friendly and powerful smartphone applications allow brand owners and consumers to identify and report suspected counterfeit or divergent products and allows brands to connect and engage with consumers via QR codes, near field communication, track and trace, product scanning and consumer engagement. Giving brand owners valuable and actionable “big data” about their consumers and products through a powerful data analytics capability.

Beijing

Los Angeles

Sydney

Melbourne

Brisbane

Bangkok

YPB Group Ltd Appendix 4E Preliminary final report

1. Company details

Name of entity: YPB Group Ltd ACN: 108 649 421 Reporting period: For the year ended 31 December 2015 Previous period: For the year ended 31 December 2014

2. Results for announcement to the market

			2015	2014
			$'000	$'000
Revenues from ordinary activities	up	1916.5% to	1,714	85
Loss from ordinary activities after tax attributable to the
owners of YPB Group Ltd	up	46.4% to	(6,556)	(4,478)
Loss for the year attributable to the owners of YPB Group Ltd	up	46.4% to	(6,556)	(4,478)

Dividends

There were no dividends paid, recommended or declared during the current financial period.

Comments

The loss for the Group after providing for income tax amounted to $6,556,000 (31 December 2014: $4,478,000).

3. Net tangible assets

Net tangible assets per ordinary security	Reporting period Cents 13.40	Previous period Cents 11.20

4. Control gained over entities

Name of entities (or group of entities) Acquisition 1: Intellectual Property Protection Co Ltd [YPB Group Co., Ltd.] Intellectual Product Protection Inc [YPB Intellectual Product Protection Inc.]

Acquisition 2: Continuous Forms Control Inc [YPB Print Solutions Inc.]

Acquisition 3: nTouch Holdings Pty Ltd

Date control gained Acquisition 1: 7 May 2015 Acquisition 2: 31 August 2015 Acquisition 3: 31 October 2015

YPB Group Ltd Appendix 4E Preliminary final report

$'000 Contribution of such entities to the reporting entity's profit/(loss) from ordinary activities after income tax during the period (where material) (273) Profit/(loss) from ordinary activities after income tax of the controlled entity (or group of entities) for the whole of the previous period (where material) (769)

5. Loss of control over entities

Not applicable.

6. Dividends

Current period

There were no dividends paid, recommended or declared during the current financial period.

Previous period

There were no dividends paid, recommended or declared during the previous financial period.

7. Dividend reinvestment plans

Not applicable.

8. Details of associates and joint venture entities

Not applicable.

9. Foreign entities

Details of origin of accounting standards used in compiling the report:

Not applicable.

10. Audit qualification or review

The financial statements are in the process of being audited.

YPB Group Ltd Appendix 4E Preliminary final report

11. Signed

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Signed ______

Date: 29 February 2016

YPB Group Ltd Unaudited Statement of profit or loss and other comprehensive income For the year ended 31 December 2015

Note Revenue 2 Expenses Consulting fees Depreciation and amortisation expense Directors' fees Employee benefits expense Finance costs Impairment of goodwill Rental expenses Research and development Marketing Traveling expense Options expense Share-based payments Commissions expense Regulatory expenses Professional fees Other expenses Loss before income tax expense Income tax expense Loss after income tax expense for the year attributable to the owners of YPB Group Ltd Other comprehensive income Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations Other comprehensive income for the year, net of tax Total comprehensive income for the year attributable to the owners of YPB Group Ltd Basic and diluted earnings per share 15	Consolidated 12 months to 31 December 2015 6 months to 31 December 2014 $'000 $'000 1,714 85 (1,377) (258) (902) (315) (197) (56) (1,038) (293) (222) (68) - (2,206) (304) (89) (1,344) (505) (234) - (646) - - (97) (282) (113) (624) (118) (254) (167) (146) (23) (700) (255) (6,556) (4,478) - - (6,556) (4,478) 731 1,060 731 1,060 (5,825) (3,418) Cents Cents (5.27) (4.32)
	(6,556) -
	(6,556) 731
	731
	(5,825)
	Cents (5.27)

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

YPB Group Ltd Unaudited Statement of financial position As at 31 December 2015

Note Assets Current assets Cash and cash equivalents 3 Trade and other receivables 4 Inventories 5 Total current assets Non-current assets Plant and equipment 6 Intangibles 7 Trade and other receivables 8 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 9 Total current liabilities Non-current liabilities Borrowings 10 Total non-current liabilities Total liabilities Net assets Equity Issued capital 11 Reserves 12 Accumulated losses Total equity	Consolidated 31 December 2015 31 December 2014 $'000 $'000 2,875 2,405 4,905 174 398 136	Consolidated 31 December 2015 31 December 2014 $'000 $'000 2,875 2,405 4,905 174 398 136
	8,178	2,715
	313 16,176 1,417	26 11,096 -
	17,906	11,122
	26,084	13,837
	1,530	364
	1,530	364
	3,104	2,748
	3,104	2,748
	4,634	3,112
	21,450	10,725
	33,606 3,056 (15,212)	17,449 1,932 (8,656)
	21,450	10,725

The above statement of financial position should be read in conjunction with the accompanying notes

5

YPB Group Ltd Unaudited Statement of changes in equity For the year ended 31 December 2015

Consolidated Balance at 1 July 2014 Loss after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Shares issued, net of transaction costs Options granted during the period Balance at 31 December 2014 Consolidated Balance at 1 January 2015 Loss after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Shares issued, net of transaction costs Options exercised during the year Options issued during the year Balance at 31 December 2015	Issued Issued capital options $'000 $'000 10,399 - - - - -	Foreign currency translation reserve $'000 775 - 1,060	Accumulated losses $'000 (4,178) (4,478) -	Share based payment reserve $'000 - - -	Total equity $'000 6,996 (4,478) 1,060
	- - 7,050 - - -	1,060 - -	(4,478) - -	- - 97	(3,418) 7,050 97
	17,449 -	1,835	(8,656)	97	10,725
	Issued Issued capital options $'000 $'000 17,449 - - - - -	Foreign currency translation reserve $'000 1,835 - 731	Accumulated losses $'000 (8,656) (6,556) -	Share based payment reserve $'000 97 - -	Total equity $'000 10,725 (6,556) 731
	- - 16,144 - 13 - - 393	731 - - -	(6,556) - - -	- - - -	(5,825) 16,144 13 393
	33,606 393	2,566	(15,212)	97	21,450

The above statement of changes in equity should be read in conjunction with the accompanying notes

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YPB Group Ltd Unaudited Statement of cash flows For the year ended 31 December 2015

Note Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Finance costs Net cash used in operating activities Cash flows from investing activities Payments for property, plant and equipment Payments for acquisitions (net of cash acquired) Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares (net of costs) Proceeds from issue of options Proceeds from loans provided by related party Repayment of loan from related party Net cash from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year 3	Consolidated 12 months to 31 December 2015 6 months to 31 December 2014 $'000 $'000 792 6 (6,474) (2,081) 78 11 (222) (1)	Consolidated 12 months to 31 December 2015 6 months to 31 December 2014 $'000 $'000 792 6 (6,474) (2,081) 78 11 (222) (1)
	(5,826)	(2,065)
	(329) (414)	(17) (144)
	(743)	(161)
	6,752 393 20 (126)	4,900 - - (394)
	7,039	4,506
	470 2,405	2,280 125
	2,875	2,405

The above statement of cash flows should be read in conjunction with the accompanying notes

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YPB Group Ltd Notes to the financial statements 31 December 2015

Note 1. Operating segments

Identification of reportable operating segments

The Consolidated Entity is organised into operating segments as outlined below:

The operating segments are based on internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources. There is no aggregation of operating segments.

The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.

The information reported to the CODM is on at least a monthly basis.

Types of products and services

The principal products and services of each of these operating segments are as follows:

Covert Forensic Products These are patented hidden, invisible particles fused into a product or packaging during or after the manufacturing process. The tracers are inexpensive and can be used in all key product manufacturing and packaging industries including plastics, paper, inks, textiles and coatings. They cannot be seen or removed, are non-toxic and meet food contact specifications. YPB owns two patents over its tracer products and is the only Company currently licensed in China to supply invisible tracers. YPB's proprietary scanner detects YPB's forensic tracers. They are low cost and can be used at any point in the supply chain - from manufacture through to point-of-sale.

Digital Solutions A patent pending application based platform designed for governments, brands and consumers to identify, manage, track and report counterfeit or diverted products within supply chains or at point-of sale. It provides opportunities for consumer engagement between the brand owner and customer in a simple and easily deployed application suite available on all popular smartphones.

Forensic Laboratory Services A well-equipped laboratory service currently operating out of the Thailand office which is made available to brands to forensically examine potential counterfeit products.

Consulting Services A security consulting service that provides governments, corporations and intellectual property owners with solutions for deterrence of counterfeiting, grey markets, production diversions and fraud.

Print Solutions The provision of anti-counterfeiting solutions to brands and resellers in packaging and labelling.

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YPB Group Ltd Notes to the financial statements 31 December 2015

Note 1. Operating segments (continued)

Operating segment information

Consolidated - 12 months to 31 December 2015 Revenue Sales to external customers Interest revenue Total revenue EBITDA Depreciation and amortisation Profit/(loss) before income tax expense Income tax expense Loss after income tax expense Assets Segment assets Total assets Liabilities Segment liabilities Total liabilities Consolidated - 6 months to 31 December 2014 Revenue Sales to external customers Interest revenue Total revenue EBITDA Depreciation and amortisation Impairment of assets Loss before income tax expense Income tax expense Loss after income tax expense Assets Segment assets Total assets Liabilities Segment liabilities Total liabilities	Covert Forensic Products and Services $'000 893 -	Digital Solutions $'000 - -		Print Solutions $'000 744 3	Corporate $'000 - 74	Total $'000 1,637 77
	893	-		747	74	1,714
	(715) (54)	(575) (179)		310 -	(4,675) (668)	(5,655) (901)
	(769)	(754)		310	(5,343)	(6,556) -
	894	524		491	24,175
						(6,556)
						26,084
	626	1,451		370	2,187	26,084
						4,634
	Covert Forensic Product and Services $'000 33 -	Digital Solutions $'000 37 -		Print Solutions $'000 - -	Corporate $'000 4 11	4,634
						Total $'000 74 11
	33	37		-	15	85
	(666) (8) -	(171) - -		- - -	(1,120) (307) (2,206)	(1,957) (315) (2,206)
	(674)	(171)		-	(3,633)	(4,478) -
	380	623		-	12,834
						(4,478)
						13,837
	744	794		-	1,574	13,837
						3,112
						3,112

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YPB Group Ltd Notes to the financial statements 31 December 2015

Note 1. Operating segments (continued)

Geographical information

Australia Peoples Republic of China and HK Thailand United States of America	Sales to external customers Geographical non-current assets 12 months to 31 December 2015 6 months to 31 December 2014 31 December 2015 31 December 2014 $'000 $'000 $'000 $'000 74 52 10,985 1,172 379 33 13,872 12,665 489 - 702 - 772 - 525 -	Sales to external customers Geographical non-current assets 12 months to 31 December 2015 6 months to 31 December 2014 31 December 2015 31 December 2014 $'000 $'000 $'000 $'000 74 52 10,985 1,172 379 33 13,872 12,665 489 - 702 - 772 - 525 -	Sales to external customers Geographical non-current assets 12 months to 31 December 2015 6 months to 31 December 2014 31 December 2015 31 December 2014 $'000 $'000 $'000 $'000 74 52 10,985 1,172 379 33 13,872 12,665 489 - 702 - 772 - 525 -	Sales to external customers Geographical non-current assets 12 months to 31 December 2015 6 months to 31 December 2014 31 December 2015 31 December 2014 $'000 $'000 $'000 $'000 74 52 10,985 1,172 379 33 13,872 12,665 489 - 702 - 772 - 525 -
	1,714	85	26,084	13,837

Note 2. Revenue

Revenue Sale of goods Other revenue Interest Revenue	Consolidated 12 months to 31 December 2015 6 months to 31 December 2014 $'000 $'000 1,637 74	Consolidated 12 months to 31 December 2015 6 months to 31 December 2014 $'000 $'000 1,637 74
	77	11
	1,714	85

Note 3. Current assets - cash and cash equivalents

Cash on hand Cash at bank	Consolidated 31 December 2015 31 December 2014 $'000 $'000 10 - 2,865 2,405	Consolidated 31 December 2015 31 December 2014 $'000 $'000 10 - 2,865 2,405
	2,875	2,405

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YPB Group Ltd Notes to the financial statements 31 December 2015

Note 4. Current assets - trade and other receivables (continued)

Note 4. Current assets - trade and other receivables

Trade receivables Sundry receivables Receivable from Lanstead	Consolidated 31 December 2015 31 December 2014 $'000 $'000 992 46 330 128 3,583 -	Consolidated 31 December 2015 31 December 2014 $'000 $'000 992 46 330 128 3,583 -
	4,905	174

As announced to the market on 22 December 2015, the Company issued 20,192,307 shares to Lanstead Capital L.P. (‘Lanstead’). Lanstead, subscribed for 19,230,769 shares (the ‘Subscription Shares’), for an aggregate nominal consideration of $5,000,000. Lanstead also received 961,538 shares in lieu of payment of a $250,000 fee for entering an Equity Sharing Agreement.

The Company entered into an Equity Sharing Agreement with Lanstead to allow the Company to retain much of the economic interest in the Lanstead Subscription Shares. The Equity Sharing Agreement enables the Company to secure much of the potential upside arising from the anticipated near term news flow. The aggregate consideration of $5,000,000 is to be repaid by way of an initial $750,000 (received 7 January 2016) followed by 18 monthly instalments.

The non-current component of the receivable is disclosed in note 8.

Note 5. Current assets - inventories

Finished goods - at cost	Consolidated 31 December 2015 31 December 2014 $'000 $'000 398 136

Note 6. Non-current assets - plant and equipment

Plant and equipment - at cost Less: Accumulated depreciation	Consolidated 31 December 2015 31 December 2014 $'000 $'000 388 67 (75) (41)	Consolidated 31 December 2015 31 December 2014 $'000 $'000 388 67 (75) (41)
	313	26

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YPB Group Ltd Notes to the financial statements 31 December 2015

Note 7. Non-current assets - intangibles

Goodwill - at cost Less: Accumulated impairment losses Intellectual property - at cost Less: Accumulated amortisation Customer relationships - at cost Less: Accumulated amortisation	Consolidated 31 December 2015 31 December 2014 $'000 $'000 3,546 2,206 (2,206) (2,206)	Consolidated 31 December 2015 31 December 2014 $'000 $'000 3,546 2,206 (2,206) (2,206)
	1,340	-
	16,930 (2,530)	12,779 (1,683)
	14,400	11,096
	436 -	- -
	16,176	11,096

Note 8. Non-current assets - trade and other receivables

		Consolidated	Consolidated
	31	December	31 December
		2015	2014
		$'000	$'000
Receivable from Lanstead		1,417	-

Note 9. Current liabilities - trade and other payables

Trade payables Sundry payables and accruals	Consolidated 31 December 2015 31 December 2014 $'000 $'000 1,160 334 370 30	Consolidated 31 December 2015 31 December 2014 $'000 $'000 1,160 334 370 30
	1,530	364

Note 10. Non-current liabilities - borrowings

Loans to related parties	Consolidated 31 December 2015 31 December 2014 $'000 $'000 3,104 2,748

The loans were provided by related entities of John Houston. The loans attract at a rate of 8%, are unsecured and repayable in full on or after 1 January 2017.

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YPB Group Ltd Notes to the financial statements 31 December 2015

Note 11. Equity - issued capital

Consolidated 31 December 2015 31 December 2014 Shares Shares Ordinary shares - fully paid 170,400,287 108,921,678 Movements in ordinary share capital Details Date Balance 1 July 2014 Elimination of YPB Limited (HK) shares on issue of acquisition 22 July 2014 Shares of YPB Group Limited (formerly AUV Enterprises Limited) 7 August 2014 Shares issued to formal shareholders of YPB Limited (HK) 7 August 2014 Issue under share-based payments 7 August 2014 Share placement 7 August 2014 Shares issued on acquisition of Brand Reporter 9 September 2014 Issued under share-based payments 14 October 2014 Issued under share-based payments 18 November 2014 Issued under share-based payments 11 December 2014 Share placement 11 December 2014 Less: Transaction costs on shares issued, net of tax Balance 31 December 2014 Issued under share-based payments 4 February 2015 Exercise of share options 6 February 2015 Issued under share placement 24 February 2015 Exercise of share options 2 March 2015 Exercise of share options 15 April 2015 Issued under Share Purchase Plan 28 April 2015 Shares issued on acquisition of IPP 7 May 2015 Exercise of share options 15 June 2015 Exercise of share options 30 June 2015 Less: transaction costs Shares issued on acquisition of CFC 1 September 2015 Share based payment to executives 1 September 2015 Share based payment to executives 12 October 2015 Shares issued on acquisition of nTouch 30 October 2015 Exercise of share options 16 November 2015 Issued under share placement 29 December 2015 Shares issued to Lanstead 29 December 2015 Less: Transaction costs on shares issued, net of tax Balance 31 December 2015	Consolidated 31 December 2015 31 December 2014 Shares Shares 170,400,287 108,921,678	Consolidated 31 December 2015 31 December 2014 $'000 $'000 33,606 17,449	Consolidated 31 December 2015 31 December 2014 $'000 $'000 33,606 17,449
		Shares 113,178,034 (113,178,034) 8,257,125 74,250,000 187,500 18,750,000 1,752,055 250,000 125,000 120,670 5,229,328 - 108,921,678 73,333 10,357 10,000,000 29,618 1,607 4,522,182 1,170,913 7,500 5,000 - 1,094,830 401,283 400,000 12,857,143 3,000 10,709,536 20,192,307 - 170,400,287	$'000 10,399 - - 1,652 30 3,750 385 55 28 36 1,569 (455)
			17,449 22 2 3,000 6 1 1,357 390 2 1 (78) 383 140 142 3,350 1 2,784 5,250 (596)
			33,606

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YPB Group Ltd Notes to the financial statements 31 December 2015

Note 12. Equity - reserves

Foreign currency reserve Share-based payment reserve	Consolidated 31 December 2015 31 December 2014 $'000 $'000 2,566 1,835 97 97	Consolidated 31 December 2015 31 December 2014 $'000 $'000 2,566 1,835 97 97
	2,663	1,932

Note 13. Business combinations

Acquisition of Intellectual Property Protection Co Ltd and Intellectual Product Protection Inc:

On 7 May 2015, the Company acquired a security consulting business specialising in providing high security programs to governments, major brands and fortune 500 companies which operates under the name "Intellectual Product Protection" or "IPP" for a consideration of $641,000 (US$500,000) of which $252,000 (US$200,000) was paid/payable in cash and the balance by the issue shares in YPB Group Limited as shown in Note 11.

Details of the acquisition are as follows:

Cash and cash equivalents Trade and other receivables Intellectual property Plant and equipment Trade and other payables Borrowings Net assets acquired Goodwill Acquisition-date fair value of the total consideration transferred Representing: - Cash paid / payable - Issuance of shares Purchase consideration - cash outflow Cash consideration less: Unpaid cash Net cash used	Fair value $'000 21 118 520 13 (5) (26)
	641 -
	641
	252 389
	641
	252 (126)
	126

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YPB Group Ltd Notes to the financial statements 31 December 2015

Note 13. Business combinations (continued)

Acquisition of Continuous Forms Control Inc:

Effective 31 August 2015, the Company acquired all the issued shares of the US based printing company Continuous Forms Control Inc., since renamed YPB Print Solutions Inc. ('Print Solutions') for a consideration of $668,278 (US$600,000) of which $285,087 (US$300,000) was paid/payable in cash and the balance by the issue of shares in YPB Group Limited.

Details of the acquisition are as follows:

Bank overdraft Trade receivables Inventories Other current assets Customer relations Trade payables Other payables Other liabilities Net assets acquired Goodwill Acquisition-date fair value of the total consideration transferred Representing: Cash paid or payable to vendor YPB Group Ltd shares issued to vendor Cash used to acquire business, net of cash acquired: Acquisition-date fair value of the total consideration transferred Add: bank overdraft Less: shares issued by the Company as part of consideration Net cash used	Fair value $'000 (33) 453 32 7 436 (418) (58) (42)
	377 291
	668
	285 383
	668
	668 33 (383)
	318

15

YPB Group Ltd Notes to the financial statements 31 December 2015

Note 13. Business combinations (continued)

Acquisition of nTouch Holdings Pty Ltd:

Effective 31 October 2015, the Company acquired all the issued shares of proximity marketing technology company nTouch Holdings Pty Ltd ('nTouch'). The transaction was based on an all script offering of 12,857,143 YPB shares at a price of 35c per share. Management has, however, determined that the fair value of the YPB shares is 26c per share, on the basis that shares placed at and around this time were at 26c.

nTouch is a unique marketing platform that leverages proximity technologies to allow business clients to engage with customers (B2C) based on time, location and specific user characteristics. The nTouch group of companies has launched a fully tested communications platform which integrates with YPB’s customer engagement strategy around product authenticity.

Details of the acquisition are as follows:

Intellectual property Net assets acquired Goodwill Acquisition-date fair value of the total consideration transferred Representing: YPB Group Ltd shares issued to vendor	Fair value $'000 2,345
	2,345 1,005
	3,350
	3,350

Note 14. Interests in subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following wholly-owned subsidiaries:

	Principal place of business /
Name	Country of incorporation
YPB Limited (HK)	Hong Kong
YPB Technology (Beijing) Limited	PRC China
Product ID & Quality Systems (Beijing) Ltd	PRC China
Brand Reporter Pty Ltd	Australia
YPB Group (USA) Inc	USA
YPB Intellectual Product Protection Inc	USA
YPB Print Solutions Inc	USA
YPB Group Co., Ltd	Thailand
nTouch Holdings Pty Ltd	Australia
nTouch Agency Pty Ltd	Australia
nTouch Pty Ltd	Australia
nTouch IP Pty Ltd	Australia
Wall Mall Pty Ltd	Australia

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YPB Group Ltd Notes to the financial statements 31 December 2015

Note 15. Earnings per share

Loss after income tax attributable to the owners of YPB Group Ltd Weighted average number of ordinary shares used in calculating basic earnings per share Basic and diluted earnings per share	Consolidated 12 months to 31 December 2015 6 months to 31 December 2014 $'000 $'000 (6,557) (4,478)	Consolidated 12 months to 31 December 2015 6 months to 31 December 2014 $'000 $'000 (6,557) (4,478)
	Number 124,326,070	Number 103,739,417
	Cents (5.27)	Cents (4.32)

17