Amtd Idea Group 20-F/A for FY2024
Amtd Idea Group (AMTD)
About this 20-F/A
Amtd Idea Group filed this 20-F/A on May 1, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $80.46M
- down 38.5% from $130.91M a year earlier
- Net income
- $53.58M
- down 65.1% from net income of $153.38M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(
(Mark One)
OR
For the fiscal year ended
OR
For the transition period from to
OR
Date of event requiring this shell company report
Commission File Number:
(Exact Name of Registrant as Specified in Its Charter)
N/A
(Translation of Registrant’s Name into English)
(Jurisdiction of Incorporation or Organization)
66 rue Jean-Jacques
Rousseau
(Address of Principal Executive Offices)
Chairman of Executive Management Committee and Board of Directors
66 rue Jean-Jacques
Rousseau
Telephone:
(Name, Telephone, Email and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of each exchange on which registered | ||
| * | Not for trading, but only in connection with the listing of American depositary shares on the New York Stock Exchange. |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. ☐ Yes ☒
If this report is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐
Yes ☒
Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer ☐ | Non-Accelerated Filer ☐ | Emerging Growth Company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the
Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error
to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment No. 1”) to the annual report on Form 20-F of AMTD IDEA Group amends its annual report on Form 20-F for the year ended December 31, 2024 filed on April 30, 2025 (the “2024 Form 20-F”). AMTD IDEA Group is filing this Amendment No. 1 solely to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T, which was not included in the 2024 Form 20-F in accordance with Rule 405 (a)(2)(ii) of Regulation S-T. Exhibit 101 includes information in eXtensible Business Reporting Language.
Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, revise, update, amend or restate the information presented in, or any exhibits to, the 2024 Form 20-F or reflect any events that have occurred after the 2024 Form 20-F was originally filed.
TABLE OF CONTENTS
i
INTRODUCTION
Our Corporate Structure
AMTD IDEA Group is a Cayman Islands holding company. Our operations are primarily conducted by our operating subsidiaries in Europe, the United Kingdom, the United States, and Asia. Investors in the ADSs thus are purchasing equity interest in a Cayman Islands holding company that has no substantive operations. As a holding company, AMTD IDEA Group may rely on dividends from our subsidiaries for cash requirements, including any payment of dividends to our shareholders. The ability of our subsidiaries to pay dividends to AMTD IDEA Group may be restricted by laws and regulations applicable to them or the debt they incur on their own behalf or the instruments governing their debt. For a detailed description, see “Part I—Our Corporate Structure.”
Cash Transfers and Dividend Distribution
We conduct the majority of our operations in Europe, the United Kingdom, the United States, and Asia and maintain our bank accounts and balances primarily in licensed banks in major cities of our operations. If needed, cash can be transferred between our holding company and subsidiaries through intercompany fund advances. In 2024, a total of US$2.1 million was transferred in the form of cash advances from our subsidiaries to our Cayman Islands holding company and there was no transfer from our Cayman Islands holding company to our subsidiaries. No other transfer of assets was made between our holding company and subsidiaries in 2024, and we intend to settle amounts owed between our Cayman Islands holding company and our subsidiaries to the extent required by our business operations. No dividends or distributions were made by a subsidiary to our holding company in the past, and no dividends or distributions are intended to be made by a subsidiary to our holding company in the near future. Our Cayman Islands holding company has not declared or made any dividend or other distribution to its shareholders, including U.S. investors, in the past, and no such dividends or distributions are intended to be made by our Cayman Islands holding company in the near future. See “Part I—Cash Transfers and Dividend Distribution.”
Frequently Used Terms
In this annual report, unless otherwise indicated or unless the context otherwise requires:
| ● | “ADSs” refers to our American depositary shares, each of which represents six Class A ordinary shares; |
| ● | “AMTD,” “we,” “us,” or “our company” refers, prior to the restructuring which was completed in April 2019, to capital market solutions, and strategic investment businesses and, after the completion of the restructuring, to AMTD IDEA Group (formerly known as AMTD International Inc.), a Cayman Islands exempted company with limited liability, and its subsidiaries; |
| ● | “AMTD Digital” refers to AMTD Digital Inc., a Cayman Islands exempted company with limited liability, and its subsidiaries; |
| ● | “AMTD Group” or “Controlling Shareholder” refers to AMTD Group Inc. (formerly known as AMTD Group Company Limited), a British Virgin Islands company; |
| ● | “Class A ordinary shares” refers to our Class A ordinary shares of par value US$0.0001 each; |
| ● | “Class B ordinary shares” refers to our Class B ordinary shares of par value US$0.0001 each; |
| ● | “France” refers to French Republic; |
| ● | “L’Officiel” refers to L’Officiel Group Inc., a company incorporated and headquartered in Cayman Islands, and its subsidiaries; |
| ● | “NYSE” refers to the New York Stock Exchange; |
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| ● | “SG$” refers to the legal currency of Singapore; |
| ● | “SEC” refers to the United States Securities and Exchange Commission; |
| ● | “SGX-ST” refers to the Singapore Exchange Securities Trading Limited; |
| ● | “shares” or “ordinary shares” refers to our Class A ordinary shares and Class B ordinary shares; |
| ● | “TGE” means The Generation Essentials Group (formerly known as “World Media and Entertainment Universal Inc.”), our consolidated entity and a Cayman Islands exempted company with limited liability, and its subsidiaries; |
| ● | “The Art Newspaper” refers to The Art Newspaper SA, a company incorporated in Switzerland, and its subsidiaries; |
| ● | “US$” or “U.S. dollars” refers to the legal currency of the United States; |
| ● | “WME Assets” refers to WME Assets Group (formerly known as AMTD Assets Group), a subsidiary of TGE and a Cayman Islands exempted company with limited liability, and its subsidiaries. |
Rounding
Any discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. Our reporting currency is United States dollars.
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FORWARD-LOOKING INFORMATION
This annual report contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.
You can identify these forward-looking statements by words or phrases such as “may,” “might,” “will,” “would,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to,” “potential,” “continue,” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. These forward-looking statements include, but are not limited to, statements about:
| ● | our goals and strategies; |
| ● | our future business development, financial condition, and results of operations; |
| ● | the trends in, expected growth and market size of our industries; |
| ● | expected changes in our revenues, costs or expenditures; |
| ● | our expectations regarding demand for and market acceptance of our products and services; |
| ● | competition in our industries; |
| ● | our proposed use of proceeds; |
| ● | government policies and regulations relating to our industries; |
| ● | fluctuations in general economic and business conditions in regions where we operate, and; |
| ● | assumptions underlying or related to any of the foregoing. |
These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Item 3. Key Information—D. Risk Factors,” “Item 4. Information on the Company—B. Business Overview,” “Item 5. Operating and Financial Review and Prospects,” and other sections in this annual report. You should read thoroughly this annual report and the documents that we refer to in this annual report with the understanding that our actual future results may be materially different from and worse than what we expect. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.
You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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Part I
Our Corporate Structure
AMTD IDEA Group is a Cayman Islands holding company. Our operations are primarily conducted by our operating subsidiaries in Europe, the United Kingdom, the United States, and Asia. Investors in the ADSs thus are purchasing equity interest in a Cayman Islands holding company that has no substantive operations. As a holding company, AMTD IDEA Group may rely on dividends from our subsidiaries for cash requirements, including any payment of dividends to our shareholders. The ability of our subsidiaries to pay dividends to AMTD IDEA Group may be restricted by laws and regulations applicable to them or the debt they incur on their own behalf or the instruments governing their debt. In addition, our strategic investment business is subject to liquidity risks, and we may need additional financing but may not be able to obtain it on favorable terms or at all, all of which may impose liquidity risks on us and adversely affect our ability to pay dividends to our shareholders.
The following diagram generally illustrates our corporate structure, including our principal subsidiaries as of the date of this annual report. For details, see “Item 4. Information on the Company—C. Organizational Structure .”
As used in this annual report, “AMTD,” “we,” “us,” “our company,” or “our” refers, prior to the restructuring which was completed in April 2019, to our capital market solutions, and strategic investment businesses and, after the completion of the restructuring, to AMTD IDEA Group (formerly known as AMTD International Inc.), a Cayman Islands exempted company with limited liability, and its subsidiaries.
Cash Transfers and Dividend Distribution
We conduct the majority of our operations in Europe, the United Kingdom, the United States, and Asia and maintain our bank accounts and balances primarily in licensed banks in major cities for our operations. Out of our total bank balances of US$62.9 million as of December 31, 2024, if needed, cash can be transferred between our holding company and subsidiaries through intercompany fund advances, and there are currently no restrictions of transferring funds between our Cayman Islands holding company and subsidiaries.
The following table sets forth the material cash transfers in the form of cash advances in both directions that occurred between our Cayman Islands holding company and our subsidiaries in 2024.
| Subsidiaries | To Holding Company US$ (in million) | From Holding Company US$ (in million) | ||||
| AMTD Digital Inc. | 2.1 | nil | ||||
No other transfer of assets was made between our holding company and subsidiaries in 2024.
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We intend to settle amounts owed between our Cayman Islands holding company and our subsidiaries to the extent required by our business operations.
There are no significant tax consequences when our subsidiaries make any dividends or distributions to our holding company. No such dividends or distributions were made by a subsidiary to our holding company in the past, and no dividend or distribution is intended to be made by a subsidiary to our holding company in the near future.
Our board of directors will review and consider whether to distribute earnings from time to time. If our board of directors decides to pay dividends, the form, frequency, and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions, and other factors that the board of directors may deem relevant.
AMTD IDEA Group is a holding company incorporated as an exempted company with limited liability under the Cayman Islands law, and our ability to pay dividends depends upon dividends paid by our subsidiaries. The ability of our subsidiaries to pay dividends to us may be restricted by laws and regulations applicable to them or the debt they incur on their own behalf or the instruments governing their debt. One of our subsidiaries AMTD Risk Solutions Group Limited, a licensed insurance intermediary under the Insurance Ordinance (Cap. 41) of Hong Kong, is subject to minimum paid-up capital requirements under the applicable rules.
Our Cayman Islands holding company has not declared or made any dividend or other distribution to its shareholders, including U.S. investors, in the past, and no such dividend or distribution is intended to be made by our Cayman Islands holding company in the near future. U.S. investors will not be subject to Cayman Islands taxation and no withholding will be required on the payment of dividends or distributions to them while they may be subject to U.S. federal income tax. See “Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Considerations— Dividends.”
There are no other significant restrictions and limitations on our ability to distribute earnings from our businesses, including our subsidiaries, to the parent company and U.S. investors or our ability to settle amounts owed, and there are no significant foreign exchange and fund transfer restrictions on cash transfers between entities within our group, across borders, and to U.S. investors.
Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
Item 3. KEY INFORMATION
A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Summary of Risk Factors
An investment in the ADSs involves significant risks. Below is a summary of material risks that we face, organized under the headings. These risks are discussed more fully in “Item 3. Key Information—D. Risk Factors.”
2
Risks Relating to Our Business and Industries
| ● | We operate in multiple dynamic and competitive industries, which makes it difficult for investors to evaluate our future prospects, and we cannot assure you that we will compete successfully or generate sustainable profit. |
| ● | We face numerous risks and challenges as we continue to operate and expand our businesses and undertake new businesses across a broad spectrum of industries, which makes it difficult to effectively assess our future prospects. |
| ● | Our success depends on our ability to anticipate trends and respond to changing customer preferences, which impact demand for our products and services and the profitability of our businesses. |
| ● | Our brands and reputation are our key assets. Any negative publicity with respect to us, our brands, our directors, officers, employees, shareholders, or other beneficial owners, our peers, business partners, or our industries in general, may materially and adversely affect our reputation, business, and results of operations. |
| ● | Our business and financial results may be adversely impacted by economic, market, geopolitical and public health conditions or other events causing significant disruption. |
| ● | Acquisitions, investments and other transactions could adversely affect our costs, revenues, profitability and financial position. |
| ● | We may be unable to obtain any additional capital required in a timely manner or on acceptable terms, or at all. |
| ● | We face risks associated with debt obligations that are scheduled to mature in the near term. |
| ● | Our business may suffer if the intellectual property we use in our business is not protected. |
| ● | We may be subject to claims of intellectual property infringement that could adversely affect our business. |
| ● | Attracting and maintaining a talented and diverse workforce, which is vital to our success, is challenging and costly. Failure to do so would have a negative impact on our competitive position, reputation, business, financial condition and results of operations. |
| ● | The international scope of our business exposes us to risks inherent in global operations. |
| ● | We make strategic investments using our own capital, and may not be able to realize any profits from these investments for a considerable period of time, or may lose some or all of the principal amounts of these investments. |
| ● | Our investments are subject to liquidity, concentration, regulatory, credit and other risks. |
| ● | Our capital market solutions business depends on our ability to identify, execute, and complete projects successfully and is subject to various risks associated with underwriting and financial advisory services, the overall market sentiment and macroeconomic conditions. We cannot assure you that the income level of our capital market solutions business can be sustained. |
| ● | We have a limited operating history and experience in our digital solutions services, which makes it difficult to evaluate our business. We cannot assure you that the market for our services will develop as we expect or that we will be able to maintain the growth rate that we have experienced to date. |
| ● | Failure to obtain, renew, or retain licenses, permits, or approvals may affect our ability to conduct or expand our business. |
| ● | We are subject to extensive and developing regulatory requirements, and noncompliance with or changes to these regulatory requirements may affect our business operations and financial results. |
| ● | We may not be able to ensure the accuracy and completeness of third-party insurance product information and the effectiveness of our recommendation of insurance products. |
3
| ● | Because the brokerage income we earn on the sale of insurance products is based on premiums, and commission fee rates agreed between us and our insurer partners, any decrease in these premiums or commission fee rates may have an adverse effect on our results of operations. |
| ● | The media industry is highly competitive, and we may be unable to compete successfully with our current or future competitors. |
| ● | Our ability to grow the size and profitability of our audience base for our print publications and digital media services depends on many factors, both within and beyond our control, and a failure to do so could adversely affect our results of operations and business. |
| ● | Our advertising revenues are affected by numerous factors, including market dynamics, evolving digital advertising trends and the evolution of our strategy. |
| ● | The entertainment industry is highly competitive. |
| ● | The success of our entertainment business segment depends on the success of a limited number of film releases each year and unpredictable factors in the motion picture industry. |
| ● | Due to the inherent nature of producing motion pictures, we provide advances and funding for motion pictures in advance and assume the risk of not being able to recoup these investments. |
| ● | Risks associated with our capacity as a co-producer of or financial investor in our films. |
| ● | The production of motion picture is a capital-intensive process, and our capacity to generate cash or obtain financing on favorable terms may be insufficient to meet our anticipated cash requirements. |
| ● | We are subject to the business, financial and operating risks inherent to the hospitality industry, any of which could reduce our revenues and limit opportunities for growth. |
| ● | The hospitality market is highly competitive, and we may be unable to compete successfully. |
| ● | We own a limited number of hotels and significant adverse changes at one hotel could have a material adverse effect on our financial performance. |
Risks Relating to Our Relationship with our Controlling Shareholder
| ● | We have limited experience operating as a stand-alone public company. |
| ● | We may not continue to receive the same level of support from our Controlling Shareholder. |
| ● | Our agreements with our Controlling Shareholder or any of its controlling shareholders may be less favorable to us than similar agreements negotiated between unaffiliated third parties. |
| ● | We may have conflicts of interest with our Controlling Shareholder or any of its controlling shareholders and, because of our Controlling Shareholder’s controlling ownership interest in our company, we may not be able to resolve such conflicts on terms favorable to us. |
Risks Relating to the ADSs and Our Ordinary Shares
| ● | The trading price of the ADSs or Class A ordinary shares may be volatile, which could result in substantial losses to you. |
| ● | An active public market may not develop for the ADSs on the NYSE or our Class A ordinary shares on the SGX-ST, and you may not be able to resell the ADSs or Class A ordinary shares at or above the price you paid, or at all. |
| ● | The characteristics of the U.S. capital markets and the Singapore capital markets are different. |
| ● | You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against us or our directors and officers named in the annual report based on foreign laws. |
4
Risks Relating to Our Business and Industries
We operate in multiple dynamic and competitive industries, which makes it difficult for investors to evaluate our future prospects, and we cannot assure you that we will compete successfully or generate sustainable profit.
We operate in Asia’s financial services industry. The digital financial services industry is relatively new and rapidly evolving, business models continue to evolve, and the industry may not develop as we anticipate. The regulatory framework in Asia governing the digital financial services industry is also developing and may remain uncertain in the near future. As our business develops and in response to the evolving client needs and market competition, we need to continually introduce new products and services, improve our existing products and services, or adjust and optimize our business model. In response to new regulatory requirements or industry standards, or in connection with the introduction of new products, we may need to impose more rigorous risk management systems and policies, which may adversely affect the growth of our business. Any significant change to our business model may not achieve expected results and may materially and adversely affect our financial condition and results of operations. It is therefore difficult to accurately predict our future prospects.
The digital financial services industry is also intensely competitive. We compete primarily on the basis of a number of factors, including the ability to adapt to evolving financial needs of a broad spectrum of clients, our ability to identify market demands and business opportunities, the quality of our services, our employees, the range and price of our products and services, our innovation, our reputation, and the strength of our relationships. Some of our competitors include other digital and traditional financial institutions and, within the insurance solutions industry, our competitors include (i) other online insurance product and service platforms, (ii) traditional insurance intermediaries, including agents, brokers, and consultants, (iii) online direct sales channels of large insurance companies, (iv) major internet companies that have commenced insurance distribution businesses, and (v) other online insurance technology companies. If we are unable to differentiate ourselves from our competitors, drive value for our clients, or effectively align our resources with our goals and objectives, we may not be able to compete effectively. Our competitors may introduce their own value-added services or solutions more effectively than we do, which could adversely impact our growth.
Through TGE, our consolidated entity, we also operate and compete for market share in luxury and fashion, arts, motion picture production and other media and entertainment content. The proliferation of choices available to customers for entertainment and information results in audience fragmentation and negatively affects the overall customer demand for our content and products. Our competitors include conventional magazine publishers, digital publishers, social media platforms, search platforms, portals, digital marketing services and other movie producers, among others. Competition among these companies is robust, and new competitors can quickly emerge.
Through TGE, we also provide hospitality services and we face intense competition in the hospitality sector. Our principal competitors in this sector are other operators of luxury, full-service and focused-service hotels, including other major hospitality chains with well-established and recognized brands. We also compete against smaller hotel chains, independent and local hotel owners and operators, home and apartment sharing services and timeshare operators.
Some of our current and potential competitors provide better content, products or services and or more pre-competitive alternatives to our content, products or services, or have greater resources than we do, which may allow them to compete more effectively than us. In particular, companies with compelling media and entertainment resources may provide free content or control how content is discovered, displayed and monetized in some of the primary environments in which we develop relationships with our customers, and therefore can affect our ability to compete effectively. In the hospitality sector, our competitors may have greater commercial, financial and marketing resources and more efficient technology platforms, which could allow them to improve their properties and expand and improve their marketing efforts in ways that could affect our ability to compete for guests effectively, or they could offer a type of lodging product that customers find attractive but that we do not offer.
If we cannot compete successfully, our business, liquidity, financial condition, and results of operations could be materially adversely affected.
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We face numerous risks and challenges as we continue to operate and expand our businesses and undertake new businesses across a broad spectrum of industries, which makes it difficult to effectively assess our future prospects.
We have a relatively short operating history for capital market and digital solutions businesses compared to our globally established competitors. We expanded into fashion, arts and luxury media advertising and marketing services after the recent acquisition of L’Officiel and The Art Newspaper. Our hotel operations and hospitality and VIP services were also consolidated into us recently. You should consider our business and prospects in light of the risks and challenges we encounter or may encounter given the various industries in which we operate and our relatively short operating history in some of these industries. As a new owner and operator of these businesses, we face risks associated with our limited operating history in managing these operations. The successful integration and operation of these businesses requires significant management attention, operational expertise and financial resources. Any failure to effectively manage the transition, retain key personnel, maintain business relationships or achieve anticipated synergies could adversely affect our financial condition, operational performance and growth prospects. Additionally, we may encounter unforeseen challenges in aligning the acquired businesses within our group operations, corporate culture and strategic objectives. These risks are heightened by the complexity and diversities of the industries in which the acquired businesses operate and their respective competitive landscape. Our business initiatives and expansion plans across these business lines may put us into direct or indirect contact with individuals and entities that are not within our traditional client and counterparty base, and may expose us to new asset classes, new markets and new challenges. If we fail to address any or all of these risks and challenges, our business may be materially and adversely affected.
As our business develops and as we respond to competition, we may continue to assume new businesses, introduce new product and service offerings, make adjustments to our existing product and service offerings, or make adjustments to our business operations in general. Any significant change to our business operation or model that does not achieve expected results could materially and adversely affect our financial condition and results of operations. It is therefore difficult to effectively assess our future prospects.
Our success depends on our ability to anticipate trends and respond to changing customer preferences, which impact demand for our products and services and the profitability of our businesses.
We provide capital market solutions services and digital financial services; we create media and entertainment content, products and services; and we provide hospitality and VIP services. Our success depends substantially on customer demands and preferences that rapidly change in often unpredictable ways.
Our continued success in our media and entertainment sectors depends in part on our ability to originate and define trends and consistently create compelling content and offer attractive products and services in a timely manner. Our content may be distributed, among other ways, through magazines, theaters, internet or mobile technology. Such distribution must meet or anticipate the changing preferences of the broad customer market and respond to competition from an expanding array of choices facilitated by technological developments in the delivery of content. The success of our printed and digital media content, as well as our theatrical releases, depends on demand for traditional print publications and fashion, arts and entertainment experiences in general. Moreover, we often deploy substantial resources in content production and acquisition, acquisition of movie rights or customer facing platforms before we know the extent to which these products and services will earn customer acceptance, and these products and services may be introduced into a significantly different market or economic or social climate from the one we anticipated at the time of the investment decisions. Generally, our revenues and profitability may be adversely impacted when our fashion, arts and entertainment offerings and products, as well as our methods to make our offerings and products available to customers, do not achieve sufficient customer acceptance. Customer tastes and preferences impact, among other items, revenue from advertising sales, subscription fees, theatrical motion picture receipts, the license of rights to other distributors, sales of merchandises, sales of licensed customer products or sales of our other customer products and services. Although we attempt to stay abreast of emerging customer trends affecting our content, products and services, any failure to identify and respond to such trends could have significant adverse effects on our business, financial condition and results of operations.
The tastes, preferences and demands of our hotel guests also evolve with time. New lodging supply in individual markets, including the introduction of home and apartment sharing services and timeshare operators, could hamper our ability to maintain or increase room rates or occupancy in those markets. Our ability to remain competitive and attract and retain business, group, leisure travelers and other guests depends on our success in distinguishing and driving preference for our hospitality products and services. If we fail to catch up with any change in customer preference or to offer hospitality products and services that customers find attractive, our business, liquidity, financial condition, and results of operations could be materially adversely affected.
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In addition, many of our businesses depend on acceptance of our content, products and services by customers from an increasing number of countries and regions worldwide. The success of our businesses therefore depends on our ability to successfully predict and adapt to changing customer tastes and preferences in these various countries and regions.
Our brands and reputation are our key assets. Any negative publicity with respect to us, our brands, our directors, officers, employees, shareholders, or other beneficial owners, our peers, business partners, or our industries in general, may materially and adversely affect our reputation, business, and results of operations.
Our brands and reputation are our key assets and play an important role in earning and maintaining the trust and confidence of our existing and prospective customers.
In respect of our media business, we believe our brands are powerful and trusted with the reputation for high-quality editorial and content independence. Our brands, including, among others, L’Officiel and The Art Newspaper, might be damaged by incidents that erode customer trust such as negative publicity, a perception that our content is not timely or unreliable, or a decline in the perceived value of editorial independent or general trust in the media, which may be in part as a result of changing political and cultural environments worldwide or active campaigns by commercial participants. We may introduce new products or services that are not well received and that may negatively affect our brands. Our brands and reputation could also be adversely impacted by negative claims or publicity regarding us or our operations, personnel, products, employees, practices, including social, data privacy and environmental practices, or business affiliates, including advertisers, as well as our potential inability to adequately respond to such negative claims or publicity, even if such claims are untrue. Furthermore, our brands and reputation could be damaged if we fail to provide adequate customer service, or by failures of third-party vendors we rely on in many contexts. We invest in defining and enhancing our brands. These investments are considerable and may not be successful. We license L’Officiel and The Art Newspaper trademarks and domain names and other intellectual properties we use in our business from AMTD Group Inc. If any of the foregoing were to be experienced by AMTD Group Inc. or any of its affiliates, the L’Officiel and The Art Newspaper brands could also be adversely affected. To the extent our brands and reputation are damaged, our ability to attract and retain readers, audiences, advertisers and talented employees could be adversely affected, which could in turn have an adverse impact on our business, revenues and operating results. The prestige and reputation of our publications are critical to our success in attracting premium advertisers. If we fail to uphold the standard of content and design that our audience and advertisers expect, or if our brand perception diminishes for any reason, we may lose the appeal that makes our platform attractive for luxury and high-end advertising and thereby experience a decline in advertising revenue, reduced market share and long-term damage to our brand equity.
For our hospitality business, many factors can affect the reputation and value of our company or one or more of our properties or brands, including our ability to protect and use our brands and trademarks; our properties’ adherence to service and other brand standards; our approach to, or incidents involving, matters related to food quality and safety, guest and associate safety, health and cleanliness, sustainability and climate impact, supply chain management, inclusion and belonging, human rights, and support for local communities; and our compliance with applicable laws.
In addition, as a holding company with multiple business lines, adverse events or reputational damage suffered by one of our business lines could harm the overall perception of our company and ripple across all our other business lines. Brands and reputation are our critical assets across all our business lines and the success of each of our business lines is interdependent to that extent. This interdependence increases the risk that the reputational damage to one segment could be carried through and amplify across the broader operation of our company.
Reputational value is also based on perceptions, and broad access to social media makes it easy for anyone to provide public feedback that can influence perceptions of us and our brands, and it may be difficult to control or effectively manage negative publicity, regardless of whether it is accurate. While reputations may take decades to build, negative incidents can quickly erode trust and confidence, particularly if they result in adverse mainstream and social media publicity, governmental investigations, proceedings or penalties, or litigation. Negative incidents could lead to tangible adverse effects on our business, including lost sales, boycotts, reduced customers, loss of business opportunities, adverse government attention, or associate retention and recruiting difficulties. Any material decline in the reputation or perceived quality of our brands or corporate image could affect our market share, reputation, business, financial condition, or results of operations.
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Our business and financial results may be adversely impacted by economic, market, geopolitical and public health conditions or other events causing significant disruption.
Our capital markets and digital solution businesses or will be materially affected by conditions in the financial markets and economic conditions in Asia and throughout the world. Financial markets and economic conditions could be negatively impacted by many factors beyond our control, such as inability to access credit markets, rising interest rates or inflation, terrorism, political uncertainty, pandemic, social unrest, fiscal policy of governments and the timing and nature of any regulatory reform. Recently there have been heightened tensions in international economic relations, such as the one between the United States and China and also as a result of the conflict in Ukraine and sanctions on Russia. The rising political tensions between the United States and China, which is caused by, among other things, trade disputes, the COVID-19 outbreak, sanctions imposed by the U.S. Department of Treasury on officials and the executive orders issued by the U.S. government in August 2020 that prohibit certain transactions with certain selected leading Chinese internet companies as well as their products, may also give rise to uncertainties in global economic conditions and adversely affect general investor confidence. The credit and financial markets have also experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia may resort to retaliatory actions, including the launching of cyberattacks. As a financial services firm with business exposure and operations in Asia, our businesses are materially affected by the financial markets and economic conditions in Asia and elsewhere in the world. Escalations of the tensions may lead to slower growth in the global economy in general, which in turn could negatively affect our clients’ businesses and materially reduce demand for our services, thus potentially negatively affect our business, financial condition, and results of operations.
In relation to our media business, advertising spending is sensitive to economic, geopolitical and public health conditions, and our advertising revenues could be adversely affected as advertisers respond to such conditions by reducing their budgets or shifting spending patterns or priorities. Economic, geopolitical and public health conditions may also lead to fluctuations in the size and engagement of our audience, which can impact our ability to attract, engage and retain audience, and thereby affecting our business, financial condition and results of operations. Our costs may also be adversely affected by economic and geopolitical conditions. For example, if inflation increases for an extended period, our employee-related costs are likely to increase. Our printing and distribution costs may be impacted by inflation and higher costs, including those associated with raw materials, delivery costs and utilities.
Similarly, consumer demand for our hospitality services is closely linked to the performance of the general economy and is sensitive to business and personal discretionary spending levels. Decreased global or regional demand for hospitality products and services can be especially pronounced during periods of economic contraction or low levels of economic growth, and the recovery period in our industry may lag overall economic improvement. In addition, many of the expenses associated with our hospitality services, including personnel costs, interest, rent, property taxes, insurance and utilities, are relatively fixed. During a period of overall economic weakness, if we are unable to meaningfully decrease these costs as demand for our services decreases, our business operations, financial performance, results and prospects for future growth may be adversely affected.
To the extent economic conditions lead customers to reduce spending on discretionary activities, our customers may increasingly shift to lower-priced options and our ability to retain current and obtain new customers or implement price increases could be hindered, which would adversely impact our revenue.
Any events causing significant disruption or distraction to the public or to our workforce, or impacting overall macroeconomic conditions, such as supply chain disruptions, political instability or crises, economic instability, war, public health crises, social unrest, terrorist attacks, natural disasters and other adverse weather and climate conditions, or other unexpected events, could also disrupt our operations or the operations of one or more of the third parties on which we rely. Further, if a significant portion of our workforce or the workforces of the third parties with which we do business is unable to work due to power outages, connectivity issues, illness or other causes that impact individuals’ ability to work, our operations and financial performance may be negatively impacted.
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Because we have a worldwide business presence spanning Europe, Asia, and the U.S., we are subject to economic, market, geopolitical and other macro risks and uncertainties in multiple regions. If any of the risks described above materializes in any of the geographies in which we operate, our business and financial condition could be adversely affected. In addition, these risks could vary significantly across different regions, presenting greater challenge for or requiring more significant resources from us to effectively address them.
The future impact that economic, geopolitical and public health conditions will have on our business, operations and financial results is uncertain and will depend on numerous evolving factors and developments that we are not able to reliably predict or mitigate. It is also possible that these conditions may accelerate or worsen the other risks discussed in this section.
Acquisitions, investments and other transactions could adversely affect our costs, revenues, profitability and financial position.
In order to position our business to take advantage of growth opportunities, we intend to continue to engage in discussions, evaluate opportunities and enter into agreements for possible additional acquisitions, investments and other transactions. We may also consider the acquisition of, or investment in, specific properties, businesses or technologies that fall outside our traditional lines of business and diversify our portfolio, including those that may operate in new and developing industries, if we deem such properties sufficiently attractive.
Acquisitions may involve significant risks and uncertainties, including difficulties in integrating acquired businesses, including cultural challenges associated with transitioning employees from the acquired company into our organization; failure to correctly anticipate liabilities, deficiencies or other claims or costs; diversion of management attention from other business concerns or resources; use of resources that are needed in other parts of our business; possible dilution of our brands or harm to our reputation; the potential loss of key employees; risks associated with strategic relationships; risks associated with integrating operations and systems, such as financial reporting, internal control, compliance and information technology systems, including those related to cybersecurity and data privacy, in an efficient and effective manner; and other unanticipated problems and liabilities.
Competition for certain types of acquisitions is significant. We may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions or other strategic transactions on favorable terms, or at all. Even if successfully negotiated, closed and integrated, certain acquisitions or investments may prove not to sufficiently advance our business strategy or provide the anticipated benefits, may cause us to incur unanticipated costs or liabilities, may result in write-offs of impaired assets, and may fall short of expected return on investment targets, which could adversely affect our business, results of operations and financial condition.
We acquired L’Officiel in April 2022 and The Art Newspaper in October 2023. The success of the acquisitions depends, in part, on our ability to successfully apply our editorial, subscription, advertising, marketing and operational expertise and to help grow L’Officiel and The Art Newspaper in an efficient and profitable manner. The success of the acquisition also depends, in part, on factors outside of our control, such as the market for fashion and arts products and services. We may not be able to achieve our intended strategy or manage L’Officiel and The Art Newspaper successfully, or doing so may be more costly than we anticipate, and we may experience difficulty in realizing the expected benefits of the acquisitions.
In addition, we have made investments, minority or otherwise, in companies and we may make similar investments in the future. Such investments subject us to the operating and financial risks of these businesses and to the risk that, as far as minority investment is concerned, we do not have sole control over the operations of these businesses. Our investments may be illiquid, and the absence of a market may inhibit our ability to dispose of them. In addition, if the book value of an investment were to exceed its fair value, we would be required to recognize an impairment charge related to the investment.
We may be unable to obtain any additional capital required in a timely manner or on acceptable terms, or at all.
To grow our business and remain competitive, we may require additional capital from time to time for our daily operations. Our ability to obtain additional capital is subject to a variety of uncertainties, including:
| ● | our market position and competitiveness in the industries in which we operate; |
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| ● | our future profitability, overall financial condition, results of operations and cash flows; |
| ● | general market conditions for capital-raising activities by our competitors; and |
| ● | economic, political and other conditions internationally. |
We may be unable to obtain additional capital in a timely manner or on acceptable terms, or at all. In addition, our future capital or other business needs could require us to sell additional equity or debt securities or to obtain a credit facility. The sale of additional equity securities could dilute our shareholders’ shareholdings. Any incurrence of indebtedness will also lead to increased debt service obligations, and could result in operating and financing covenants that may restrict our operations or our ability to pay dividends to our shareholders.
Specifically, we must periodically spend money to fund new hotel investments, as well as to refurbish and improve existing hotels. The availability of funds for new investments, and improvement of existing hotels depends in large measure on our ability to access the capital markets. Obtaining financing on attractive terms has been, and may in the future be further, constrained by the capital markets for hotel and real estate investments.
We face risks associated with debt obligations that are scheduled to mature in the near term
Some of our existing debt obligations are scheduled to mature within the next 12 months. iclub AMTD Sheung Wan Hotel is mortgaged to The Bank of East Asia, Limited in relation to loan facilities in the aggregate principal amount of HK$396,100,000 and Dao by Dorsett AMTD Singapore is mortgaged to RHB Bank Berhad in relation to loan facilities in the aggregate principal amount of SGD217,000,000.
Our ability to refinance or repay these obligations will depend on various factors, including our financial condition, cash flow generation, creditworthiness and prevailing market conditions at the time of refinancing. If we are unable to refinance our maturing debt on favorable terms, or at all, we may face liquidity constraints, increased financing costs or default risks, which could materially and adversely affect our financial position and operations.
The availability and terms of refinancing are subject to macroeconomic conditions, interest rate fluctuations and the overall health of credit markets. We could be challenged with more stringent borrowing terms, higher interest rates or additional collateral requirements, or an unwillingness to extend credit in general. Additionally, our ability to refinance our debt may be influenced by our credit ratings, financial performance and leverage ratios. Any deterioration in our financial metrics, operational performance or market perception could negatively impact our access to capital and increase the cost of refinancing. Furthermore, covenants associated with existing or new debt agreements may restrict our ability to pursue certain refinancing options or require compliance with specific financial thresholds, which could further complicate the refinancing process.
Failure to refinance maturing debt obligations could force us to utilize available cash reserves or other liquidity sources to repay our debts, which could reduce our ability to fund working capital, capital expenditures or strategic initiatives. The inability to refinance could also lead to default, acceleration of debt obligations or insolvency proceedings, any of which could have a material adverse effect on our business, reputation and financial condition.
Our business may suffer if the intellectual property we use in our business is not protected.
Our business depends on our intellectual property, including the valuable trademarks and copyrighted content we own or is licensed to us. We believe the protection and monetization of our trademarks and copyrighted content, as well as other intellectual property, is critical to our continued success and our competitive position.
Trademark laws and registration requirements vary significantly across countries, and we may face challenges in securing trademark protection in all relevant markets. This could result in the inability to enforce our rights against third-party infringers, leading to brand dilution, consumer confusion, or loss of market share. In some jurisdictions, trademark registration may be denied due to pre-existing claims, conflicting marks or local legal restrictions. Additionally, the process of registering trademarks can be time-consuming, costly and subject to administrative or legal hurdles, particularly in regions with complex or underdeveloped intellectual property systems. The inability to secure trademark rights in key markets increases the risk of unauthorized use of our brands by competitors, counterfeiters and other third parties. This could harm our reputation, erode customer trust, diminish the value of our brands, and limit our ability to expand our operations or pursue strategic opportunities.
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Our ability to protect our intellectual property is also subject to the inherent limitation in protections available under intellectual property laws in the jurisdictions where we operate our business. Unauthorized parties may unlawfully misappropriate our brands, content, technology and other intellectual property and the measures we have taken to protect and enforce our rights may not be sufficient to fully address or prevent all third-party infringement.
Advancements in technology, including advancements in generative AI technology, have made unauthorized copying and wide dissemination of unlicensed content easier, including by anonymous foreign actors. At the same time, detection of unauthorized use of our intellectual property and enforcement of our intellectual property rights have become more challenging, in part due to the increasing volume and sophistication of attempts at unauthorized use of our intellectual property, including from generative AI developers or users. As our business and the presence and impact of bad actors become more global in scope, we may not be able to protect our proprietary rights in a cost-effective manner in other jurisdictions. In addition, intellectual property protection may not be available in every country in which our products and services are distributed or made available through the internet.
While it is our policy to protect and defend and have protected and defended vigorously our rights to our intellectual property, we cannot predict whether our steps taken to protect and enforce, or to require our licensors to protect and enforce, our intellectual property rights will be adequate to prevent infringement, dilution, misappropriation or other violation of these rights. If we are unable to protect and enforce our intellectual property rights, we may not succeed in realizing the full value of our assets, our business and profitability may suffer, and our brands may be tarnished by misuse of our intellectual property.
We and the AMTD Group Inc. are the registrants for numerous domain names for websites that we use in our business (see “Item 4. Information on the Company—C. Organizational Structure”). The allocation and registration of domain names are generally overseen by not-for-profit organizations (including but not limited to the Internet Corporation for Assigned Numbers and Names, the Internet Assigned Numbers Authority and regional internet registries such as the Réseaux IP Européens Network Coordination Centre and Asia Pacific Network Information Centre), and these non-for-profit organizations may continue to establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. We may not be able to, or it may not be cost effective to, acquire or maintain all domain names that utilize our business brands in all of the countries in which we currently conduct or intend to conduct business. Further, we may be unable to prevent competitors or other third parties from acquiring or using domain names that are similar to, infringe upon, or diminish the value of our domain names. We note that if a competitor or third party acquires or uses a domain name that is similar to or diminishes the value of our domain names, if such third party domain name incorporates any of the trademarks that we have registered in the relevant jurisdiction then we may be able to bring a claim of trademark infringement (see risks related to enforcement of intellectual property rights above). If we lose the ability to use a domain name or have to contend with the existence of confusingly similar domain names held by third parties, we could incur additional expenses to market our brand within that country. This could substantially harm our business, results of operations, financial condition and prospects.
In addition, TGE licenses L’Officiel and The Art Newspaper trademarks and domain names and other intellectual properties it uses in is business from AMTD Group Inc. See “Item 4. Information on the Company—C. Organizational Structure—Intellectual Property License Agreement between TGE and AMTD Group Inc.” The license agreement has an initial term of 20 years and will automatically renew for terms of five years each unless either TGE or AMTD Group Inc. notifies the other party no later than six months prior to the expiration of the then-current term. TGE may not be able to and AMTD Group Inc. may refuse to renew this license agreement, due to change in our relationship or otherwise. The license agreement is also terminable by either part if there is a material breach on the part of the other party that is not cured within the prescribed period. The termination or lack of renewal of this license agreement, or if it is renewed on less favorable terms, could have a material adverse effect on our business, financial condition and results of operations. Our success is also partially dependent on the reputation of AMTD Group Inc. and their intellectual properties, and the ability of AMTD Group Inc. to protect and maintain the intellectual property rights that we use in connection with our business, all of which may be harmed by factors outside our control, including unfavorable publicity or negative news regarding us, AMTD Group Inc. and the respective directors, officers and employee and business partners, that could adversely affect our reputation and our results of operations.
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We may be subject to claims of intellectual property infringement that could adversely affect our business.
We may receive claims from third parties alleging violations of their intellectual property rights. Specifically, third parties may hold intellectual property rights, such as copyrights, trademarks, or other proprietary claims in the content which we use in our publication and other businesses, such as text, images, audio, video, and other media. Content, and particularly historical content, often presents unique challenges in determining ownership or rights holders due to factors such as incomplete records, the passage of time or the complexity of inheritance or transfer of rights. Additionally, the digitization and republication of historical materials may inadvertently expose us to infringement risks if the original rights holders or their successors have not been properly identified or consulted. Failure to identify and secure the necessary permissions or licenses for the use of such content could result in claims of infringement, litigation, or financial liabilities. As we publish more content in a variety of media both on our own platforms and third-party platforms such as social media, the likelihood of receiving claims of infringement may rise. Defending against intellectual property infringement claims can be time consuming, expensive to litigate or settle, and a diversion of management and newsroom attention. In addition, litigation regarding intellectual property rights is inherently uncertain due to the complex issues involved, and we may not be successful in defending ourselves in such matters.
If we are unsuccessful in defending against third-party intellectual property infringement claims, these claims may require us to enter into royalty or licensing agreements on unfavorable terms, alter how we present content to our audience, alter certain of our operations or otherwise incur substantial monetary liability. The occurrence of any of these events as a result of these claims could result in substantially increased costs or otherwise adversely affect our business. For claims against us, insurance may be insufficient or unavailable, and for claims related to actions of third parties, either indemnification or remedies against those parties may be insufficient or unavailable. Intellectual property claims may also harm our brands and reputation, even if they are vexatious or do not result in liability.
Attracting and maintaining a talented and diverse workforce, which is vital to our success, is challenging and costly. Failure to do so would have a negative impact on our competitive position, reputation, business, financial condition and results of operations.
Our ability to attract, develop, retain and maximize the contributions of talent from diverse backgrounds, and to create the conditions for our people to do their best work, is vital to the continued success of our business and central to our long-term strategy. Our employees and the individuals we seek to hire, particularly, in respect of our media and entertainment business, our executive officers, editorial staff, creative directors and other professionals, are highly sought after by our competitors and other companies, some of which have greater resources than we have and may offer compensation and benefits packages that are perceived to be better than ours. As a result, we may incur significant costs to attract new employees and retain our existing employees and we may lose talent through attrition or be unable to hire new employees quickly enough to meet our needs. Our continued ability to attract and retain highly skilled talent from diverse backgrounds for all areas of our organization depends on many factors, including the compensation and benefits we provide; career development opportunities that we provide; our reputation; workplace culture; and progress with respect to diversity, equity and inclusion efforts. Our employee-related costs may increase, including as a result of a competitive labor market, evolving workforce expectations and inflation. We must also continue to adapt to ever-changing workplace and workforce dynamics and other changes in the business and cultural landscape, including, for example, as they relate to in-office, hybrid and remote work. Additionally, we are subject to complex, technical and rapidly evolving laws and regulations related to labor, employment and benefits, and any non-compliance, or alleged non-compliance, could cause us reputational harm and adversely impact our ability to attract and retain a talented and diverse workforce.
Our success is also heavily reliant on the continued service and performance of our key management personnel, who play a critical role in shaping our strategic direction, operational execution and overall growth.
If we were unable to attract and retain a talented and diverse workforce, or if we were to lose the service or commitment of our key management, it would disrupt our operations; would impact our competitive position and reputation; and could adversely affect our business, financial condition or results of operations. Effective succession planning is also important to our long-term success, and a failure to effectively ensure train and integrate new employees could hinder our strategic planning and execution.
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The international scope of our business exposes us to risks inherent in global operations.
We conduct our business on a global scale and we are focused on further expanding the international scope of our business and face the inherent risks associated with doing business on a global scale, including:
| ● | varied culture, trends and customer tastes in different countries and regions; |
| ● | government policies and regulations that restrict our operations, including restrictions on access to our content and products; |
| ● | effectively staffing and managing global operations; |
| ● | navigating local customs and practices; |
| ● | protecting and enforcing our intellectual property and other rights under varying legal regimes; |
| ● | complying with applicable laws and regulations; |
| ● | restrictions on the ability of our group companies to do business in foreign countries, including restrictions on foreign ownership, foreign investment or repatriation of funds; |
| ● | higher-than-anticipated costs of entry; and |
| ● | currency exchange rate fluctuations. |
Adverse developments in any of these areas could have an adverse impact on our business, financial condition and results of operations.
The effects of, or our failure to comply with, applicable laws, regulations and government policies may disrupt our business, lower our revenues, increase our costs, reduce our profits, limit our growth, or damage our reputation.
Because we operate internationally and in various business sectors, we are subject to or affected by a variety of laws, regulations and government policies around the globe, including, among others, those related to censorship, real estate, hospitality services, intellectual property; defamation; publishing certain types of information; labor, employment and immigration; tax; payment and payment processing; anti-bribery, anti-corruption, and anti-money laundering; economic sanctions; marketing and advertising efforts; cybersecurity, data privacy, data localization, data transfers, and the handling of personal information; competition; climate and the environment; and health and safety. These laws, regulations, and government policies may be complex and change frequently and could have a range of adverse effects on our business. The compliance programs, internal controls, and policies we maintain and enforce may need to be updated regularly to keep pace with changing laws, regulations and government policies and may not prevent our associates, contractors, or agents from materially violating applicable laws, regulations, and government policies. The requirements of applicable laws, regulations, and government policies, our failure to meet such requirements (including investigations and publicity resulting from actual or alleged failures), or actions we take to comply with such requirements or investigations could have significant adverse effects on our results of operations, reputation, or ability to grow our business.
If our insurance coverage is insufficient, we may be subject to significant costs and business disruption.
We cannot assure you that we have sufficient insurance to cover all aspects of our operations. We cannot assure you that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policies on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition and results of operations could be materially and adversely affected.
We require comprehensive property and liability insurance policies for the hotel properties we operate with coverage features and insured limits that we believe are customary. Market forces beyond our control may nonetheless limit the scope of the insurance coverage we can obtain, or our or their ability to obtain coverage at reasonable rates. Certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, terrorist acts, pandemics, or liabilities that result from incidents involving the security of information systems, may result in high deductibles, low limits, or may be uninsurable, or the cost of obtaining insurance may be unacceptably high. As a result, we may not be successful in obtaining insurance without increases in cost or decreases in coverage levels, or may not be successful in obtaining insurance at all. Further, in the event of a substantial loss, the insurance coverage we carry may not be sufficient to pay the full market value or replacement cost of any lost investment or in some cases could result in certain losses being totally uninsured. As a result, our operations, revenues and profits could be adversely affected.
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We make strategic investments using our own capital, and may not be able to realize any profits from these investments for a considerable period of time, or may lose some or all of the principal amounts of these investments.
Our strategic investment portfolio primarily consists of investments in equity securities of public and private companies. Making a sound investment decision requires us to carefully identify and select a target company based on its business, financial condition, operations, and the industry in which it operates. In general, this process involves analytical assessment and estimation of the target company’s profitability and sustainability. We may make unsound investment decisions due to fraudulent and concealed, inaccurate or misleading statements from a target company in the course of our due diligence, which could lead us to mistakenly estimate the value of the target company and affect our ability to derive profit from such investments. In addition, our understanding of and judgment on the target company’s business and prospects, and the industry in which the target company operates may deviate and result in inaccurate investment decisions.
Our investments are concentrated in relatively few industries or sectors and our investment portfolio may be concentrated in certain geographic regions, individual investments, or types of securities that may or may not be listed. Any significant decline in the value of our investment portfolio may therefore adversely impact our business, results of operations, and financial condition. We also make strategic investments in the highly regulated banking sector in China. Any change in PRC laws, regulations, or policies may adversely affect our equity holding as a foreign investor, our ability to exit from the investment, or the fair value of our equity investment.
In addition, we have limited control over all of our investee companies. We do not have the necessary power to mandate or block material corporate actions. If these investee companies fail to carry out business in a compliant manner, incur overly excessive amount of debt or go bankrupt, or the business operations decline, the fair value of our investment in these companies may deteriorate or, in extreme cases, decrease to zero. We are subject to the risk that the majority shareholders or the management of these investee companies may act in a manner that does not serve the investee companies’ interests. The general operational risks, such as inadequate or failing internal control of these investee companies, the compliance risks, such as any lack of requisite approvals for investee companies’ businesses, and legal risks, such as violation of laws and regulations or fraudulent or otherwise improper activities, may also expose our investments to risks. Furthermore, these investee companies may fail to abide by their agreements with us, for which we may have limited or no recourse. These investee companies may not declare dividend, or even if they do, we may not be able to secure liquidity conveniently until we receive such dividend. If any of the foregoing were to occur, our business, reputation, financial condition and results of operations could be materially and adversely affected.
In recent years, there has been increasing competition for private equity investment opportunities, which may limit the availability of investment opportunities or drive up the price of available investment opportunities, and, as a result, our financial condition and results of operations may be materially and adversely affected.
Our results of operations and financial condition may be materially affected by fluctuations in the fair value of our equity investments in our investee companies.
We have made significant equity investments in public and private companies and recognize dividend and gain related to disposed investments and net fair value changes on investments and derivatives on our combined statements of profit or loss and other comprehensive income. Since we intend to hold our investments on a long-term basis, fair value of our equity investments is subject to market fluctuations due to changes in the market prices of securities, interest rates, or other market factors, such as liquidity, or regulatory factors, such as changes in policies affecting the businesses of our investee companies. Although we do not intend to make frequent trades on investments for profit, the nature of investment and significance of our investment holdings could adversely affect our results of operations and financial condition.
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Our investments are subject to liquidity, concentration, regulatory, credit and other risks.
Our portfolio is concentrated in a limited number of portfolio companies, which engaged in banking industry in China. As a result, the aggregate returns we realize may be significantly affected adversely if any of the investment performs poorly or if we need to write down its value. Additionally, our investments are concentrated in relatively few industries or sectors. As a result, a downturn in any particular industry or sector in which we are invested could significantly impact the aggregate returns we realize and therefore materially and adversely affect our results of operations and financial condition.
The prices of the listed equities of our investee companies may experience significant fluctuations due to market and broader economic conditions, changes in regulatory and policy framework, geopolitical events, or changes in investor sentiment and price volatility can be exacerbated by factors such as interest rate changes, inflation, currency fluctuations or sector-specific developments. Dividend and other distributions by our investee companies are at the discretion of their management and depend on the economic condition as well as their financial performance, cash flow, capital allocation priorities and regulatory constraints. If these companies determine to reduce, suspend, or eliminate dividend payments, our expected income from these investments will be materially and adversely affected.
Some of our strategic investments are and may be in the form of securities that are not publicly traded. Investments in private businesses involve a high degree of business and financial risk. In many cases, there may be prohibition by contract or by applicable laws from selling such securities for a period of time or there may not be a public market for such securities. We may have no or limited ability to dispose of these investments at times when it may be otherwise advantageous for us to liquidate such investments. In addition, if we were forced to immediately liquidate some or all of the investments in a portfolio company, the proceeds of such liquidation could be significantly less than the current value thereof. Furthermore, there is generally no publicly available information about the private companies in which we invest. If we are unable to identify all material information about these companies, among other factors, we may fail to receive the expected return on investment or lose some or all of the money invested in these companies. In addition, these businesses may have shorter operating histories, narrower product lines, smaller market shares and less experienced management than their larger competitors and may be more vulnerable to customer preferences, market conditions, and loss of key personnel, or economic downturns, which may adversely affect the return on, or the recovery of, investments in such businesses.
In addition, our investment in real estate properties located in the New York City is subject to illiquidity risk, which may impact our ability to access capital or realize the full value of these investments. Real estate investments are inherently illiquid due to the time and complexity involved in buying or selling properties. The process of finding a buyer, negotiating terms, and completing the applicable legal and regulatory requirements can result in substantial delays and a prolonged sale process. If a property is leased, the timing of a sale may be further constrained by lease agreements or tenant occupancy. The value and liquidity of these properties are highly dependent on real estate market conditions, which can be influenced by factors such as changes in general economic conditions, interest rates, housing supply and demand, and regulatory policies. A change in the foregoing factors could reduce the properties’ appeal and market value and make it more difficult for us to sell them at a desirable price or at the time that is favorable to us.
Our business is subject to various cybersecurity and other operational risks.
We face various cybersecurity and other operational risks relating to our businesses on a daily basis. We rely heavily on financial, accounting, communication and other data processing systems as well as the people who operate them to securely process, transmit and store sensitive and confidential client information, and communicate globally with our staff, clients, partners, and third-party vendors. We also depend on various third-party software and cloud-based storage platforms as well as other information technology systems in our business operations. These systems, including third-party systems, may fail to operate properly or become disabled as a result of tampering or a breach of our network security systems or otherwise, including for reasons beyond our control.
Our clients typically provide us with sensitive and confidential information as part of our business arrangements. We are susceptible of attempts to obtain unauthorized access of such sensitive and confidential client information. We also may be subject to cyber-attacks involving leak and destruction of sensitive and confidential client information and our proprietary information, which could result from an employee’s or agent’s failure to follow data security procedures or as a result of actions by third parties, including actions by government authorities. Although cyber-attacks have not had a material impact on our operations to date, breaches of our or third-party network security systems on which we rely could involve attacks that are intended to obtain unauthorized access to and disclose sensitive and confidential client information and our proprietary information, destroy data or disable, degrade or sabotage our systems, often through the introduction of computer viruses and other means, and could originate from a wide variety of sources, including state actors or other unknown third parties. The increase in using mobile technologies can heighten these and other operational risks.
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We cannot assure you that we or the third parties on which we rely will be able to anticipate, detect or implement effective preventative measures against frequently changing cyber-attacks. We may incur significant costs in maintaining and enhancing appropriate protections to keep pace with increasingly sophisticated methods of attack. In addition to the implementation of data security measures, we require our employees to maintain the confidentiality of the proprietary information that we hold. If an employee’s failure to follow proper data security procedures results in the improper release of confidential information, or our systems are otherwise compromised, malfunctioning or disabled, we could suffer a disruption of our business, financial losses, liability to clients, regulatory sanctions, and damage to our reputation.
We operate in businesses that are highly dependent on proper processing of financial transactions. We also rely on third-party service providers for certain aspects of our business. Any interruption or deterioration in the performance of these third parties or failures of their information systems and technology could impair our operations, affect our reputation and adversely affect our businesses.
The technologies we use for the operation of our business are new and require continuous developments and upgrades. We cannot assure you that these technologies will fully support our business.
We regard technology as critical to our ability to provide high-quality products and superior client services in our businesses and operations. We rely on our business partners and investees in developing the sophisticated and innovative technology systems that we use for our business activities. We expect these technologies to support the smooth performance of key functions in our platform. To adapt to evolving client needs, requirements of our business partners, and emerging industry trends, we may need to continue to invest in new technologies or the upgrade of existing technologies to deliver our products and services. We have a number of strategic initiatives involving investments in or partnerships with technology companies as well as investments in technology systems and infrastructure to support our growth strategy. These investments may be costly, may not be profitable or may be less profitable than what we have experienced historically. If these business partners or investees fail to perform their obligations or otherwise cease to work with us, our ability to execute on our strategic initiatives could be adversely affected. If our efforts to invest in the development of new technologies or the upgrade of existing technologies are unsuccessful, our business, financial condition, and results of operations may be materially and adversely affected. In addition, the maintenance and processing of various operating and financial data is essential to our data analytical capabilities and the day-to-day operation of our business. Our ability to provide products and services and to conduct day-to-day business operations depend, in part, on our ability to maintain and make timely and cost-effective enhancement and introduce innovative functions which can meet changing business and operational needs. Failure to do so could put us at a disadvantage to our competitors and cause economic losses. We can provide no assurance that we will be able to keep up with technological improvements or that the technology developed by others will not render our services less competitive or attractive.
The proper functioning of our online platform and technology infrastructure is essential to our business. Any errors in or disruption to our IT systems and infrastructure and those on which we rely could materially affect our ability to maintain the satisfactory performance of our platform and deliver consistent services to our clients.
Our business is dependent on the ability of our IT systems and those of our business partners, vendors, and investee companies to timely process a large amount of information and transactions. The reliability, availability and satisfactory performance of our IT systems and those on which we rely are critical to our success, our ability to attract and retain clients and our ability to maintain a satisfactory user experience and client service. Our servers and those of our business partners and investee companies may be vulnerable to computer viruses, traffic spike that exceeds the capacity of our or their servers, electricity power interruptions, physical or electronic break-ins, and similar disruptions, which could lead to system interruptions, website slowdown and unavailability, delays in transaction processing, loss of data, and the inability to accept and fulfill client orders.
Our software, hardware, and systems and those on which we rely may contain undetected errors that could have a material adverse effect on our business, particularly to the extent such errors are not detected and remedied quickly. The solutions we provide are designed to process complex transactions and deliver reports and other information related to those transactions, all at high volumes and processing speeds. Since clients use our services for important aspects of their businesses, any errors, defects, disruptions in services, or other performance problems with our services could hurt our reputation and damage our clients’ businesses. Software and system errors, or human error, could delay or inhibit settlement of payments, result in over-settlement, cause reporting errors, or prevent us from collecting transaction fees. We can provide no assurance that we, our business partners or our investee companies will not experience unexpected human errors, system errors or interruptions in the future. We can provide no assurance that our current security mechanisms and those of our business partners and investee companies will be sufficient to protect our and their IT systems and technology infrastructure from any third-party intrusions, electricity power interruptions, viruses and hacker attacks, information and data theft, and other similar activities. Any such future occurrences could damage our reputation and result in a material decrease in our revenue.
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Maintaining and upgrading the technology infrastructure on which we rely require significant investment of time and resources, including adding new hardware, updating software, and recruiting and training new engineering personnel. During updates, systems on which we rely may experience interruptions, and the new technologies and infrastructures may not be fully integrated with the existing systems timely, or at all. Any failure to maintain and improve the technology infrastructure on which we rely could result in unanticipated system disruptions, slower response times, impaired quality of user experience and delays in reporting accurate operating and financial information, which, in turn, could materially and adversely affect our business, financial condition and results of operations.
Our operations may be subject to transfer pricing adjustments by competent authorities.
We may use transfer pricing arrangements to account for business activities between us and our Controlling Shareholder, the different entities within our consolidated group, or other related parties. We cannot assure you that the tax authorities in the jurisdictions where we operate would not subsequently challenge the appropriateness of our transfer pricing arrangements or that the relevant regulations or standards governing such arrangements will not be subject to future changes. If a competent tax authority later finds that the transfer prices and the terms that we have applied are not appropriate, such authority may require us or our subsidiaries to re-assess the transfer prices and re-allocate the income or adjust the taxable income. Any such reallocation or adjustment could result in a higher overall tax liability for us and may adversely affect our business, financial condition, and results of operations.
Fraud or misconduct by our directors, officers, employees, shareholders, agents, clients, or other third parties could harm our reputation and business and may be difficult to detect and deter.
It is not always possible to detect and deter fraud or misconduct by our directors, officers, employees, shareholders, agents, clients or other third parties. The precautions that we take to detect and prevent such activity may not be effective in all cases, and we may suffer significant reputational harm and financial loss for any fraud misconduct by any of these individuals. The potential harm to our reputation and to our business caused by such fraud or misconduct is impossible to quantify.
There is a risk that our directors, officers, employees, shareholders, agents, clients or other third parties could engage in fraud or misconduct that materially and adversely affects our business, including a decrease in returns on our own invested capital. We are subject to a number of obligations and standards arising from our businesses. The violation of these obligations and standards by any of our directors, officers, employees, shareholders, agents, clients or other third parties could materially and adversely affect us and our investors. For example, our businesses require that we properly handle confidential information. If our directors, officers, employees, shareholders, agents, clients or other third parties were to improperly use or disclose confidential information, we could suffer serious harm to our reputation, financial position, and existing and future business relationships. If any of our directors, officers, employees, shareholders, agents, clients or other third parties were to engage in fraud or misconduct or were to be accused of such fraud or misconduct, our business and reputation could be materially and adversely affected.
We may be subject to litigation and regulatory investigations and proceedings and may not always be successful in defending ourselves against such claims or proceedings.
We face significant litigation and regulatory risks, especially operating in the financial services and insurance industries, including the risk of lawsuits and other legal actions relating to compliance of regulatory requirements in areas such as information disclosure, sales practices, product design, fraud and misconduct, as well as protection of sensitive and confidential client information. From time to time we may be subject to lawsuits and arbitration claims in the ordinary course of our business brought by external parties or disgruntled current or former employees, inquiries, investigations, and proceedings by regulatory and other governmental agencies. Actions brought against us, with or without merits, may result in administrative measures, settlements, injunctions, fines, penalties, negative publicities, or other results adverse to us that could have material adverse effect on our reputation, business, financial condition, results of operations, and prospects. Even if we are successful in defending ourselves against these actions, the costs of such defense may be significant.
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In market downturns, the number of legal claims and amount of damages sought in litigation and regulatory proceedings may increase. In addition, our affiliates may also encounter litigation, regulatory investigations and proceedings for the practices in their business operations. Our clients may also be involved in litigation, investigation or other legal proceedings, some of which may relate to deals that we have advised, whether or not there has been any fault on our part.
We may not be able to fully detect money laundering and other illegal or improper activities in our business operations on a timely basis or at all, which could subject us to liabilities and penalties.
We are required to comply with applicable anti-money laundering and anti-terrorism laws and other regulations in the jurisdictions where we operate. The anti-money laundering laws and regulations around the world to which we are subject require us to establish sound internal control policies and procedures with respect to anti-money laundering monitoring and reporting activities. Although we have adopted policies and procedures aimed at detecting, and preventing being used for, money-laundering activities by criminals or terrorist-related organizations and individuals or improper activities (including but not limited to market manipulation and aiding and abetting tax evasion), such policies and procedures may not completely eliminate instances where our networks may be used by other parties to engage in money laundering and other illegal or improper activities. If we fail to fully comply with applicable laws and regulations, the relevant government agencies may impose fines and other penalties on us, which may adversely affect our business.
We regularly encounter potential conflicts of interest, and our failure to identify and address such conflicts of interest could adversely affect our business.
We face the possibility of actual, potential, or perceived conflicts of interest in the ordinary course of our business operations. Conflicts of interest may exist between (i) our different businesses; (ii) us and our clients; (iii) our clients; (iv) us and our employees; (v) our clients and our employees, or (vi) us and our controlling shareholders and their controlling entities. As we expand the scope of our business and our client base, it is critical for us to be able to timely address potential conflicts of interest, including situations where two or more interests within our businesses naturally exist but are in competition or conflict. We have put in place internal control and risk management procedures that are designed to identify and address conflicts of interest. However, appropriately identifying and managing actual, potential, or perceived conflicts of interest is complex and difficult, and our reputation and our clients’ confidence in us could be damaged if we fail, or appear to fail, to deal appropriately with one or more actual, potential, or perceived conflicts of interest. It is possible that actual, potential, or perceived conflicts of interest could also give rise to client dissatisfaction, litigation, or regulatory enforcement actions. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on our reputation, which could materially and adversely affect our business in a number of ways, including a reluctance of some potential clients and counterparties to do business with us. Any of the foregoing could materially and adversely affect our reputation, business, financial condition, and results of operations.
We may be subject to legal or regulatory liability if we are unable to protect the personal and sensitive data and confidential information of our clients.
We collect, store, and process certain personal and sensitive data from our clients, particularly under our insurance solutions business, and we make certain personal information provided by clients or third party data providers available to insurer or other partners with client consent. We also collect, store, and process operating data and other information from our clients under our digital solutions services business. We are required to protect the personal and sensitive data and confidential information of our clients under applicable laws, rules and regulations. While we have taken steps to protect the personal and sensitive data and confidential information of clients that we have access to, our security measures could be breached. In addition, we enter into non-disclosure agreements with potential business partners from time to time which may contain personal and sensitive data and confidential information of our clients. Any breach or leakage of such non-disclosure agreements by our potential business partners may subject us to liability. The relevant authorities may impose sanctions or issue orders against us if we fail to protect the personal and sensitive data and confidential information of our clients, and we may have to compensate our clients if we fail to do so. We routinely transmit and receive personal and sensitive data and confidential information of our clients through the internet and other electronic means. Any inability to adequately address privacy concerns, even if unfounded, or to comply with applicable privacy or data protection laws, regulations and privacy standards, or any misuse or mishandling of such personal and sensitive data and confidential information could result in additional cost, legal liabilities, regulatory actions, and reputational damage to us, which could in turn inhibit the use of our platform, and materially and adversely affect our business prospects and results of operation.
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If we fail to develop and maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud.
If we do not appropriately maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, we may be unable to accurately report our financial results and the market price of the ADSs may be adversely affected.
We are subject to reporting obligations under the U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal control over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal control over financial reporting. In addition, an independent registered public accounting firm must attest to and report on the effectiveness of the company’s internal control over financial reporting.
Our management has concluded that our internal control over financial reporting was effective as of December 31, 2024. See “Item 15. Controls and Procedures.” Our independent registered public accounting firm has issued an attestation report, which has concluded that our internal control over financial reporting was effective in all material aspects as of December 31, 2024.
However, if we fail to maintain effective internal control over financial reporting in the future, our management and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance level. This could in turn result in the loss of investor confidence in the reliability of our financial statements and negatively impact the trading price of the ADSs. Furthermore, we have incurred and may need to incur additional costs and use additional management and other resources in an effort to comply with Section 404 of the Sarbanes-Oxley Act and other requirements going forward.
We may incur losses or experience disruption of our operations as a result of unforeseen or catastrophic events, including the emergence of an epidemic, pandemic, social unrest, terrorist attacks, or natural disasters.
Our business could be materially and adversely affected by catastrophic events or other business continuity problems, such as natural or man-made disasters, pandemics, social unrest, war, riots, terrorist attacks, or other public safety concerns. If we were to experience a natural or man-made disaster, disruption due to social or political unrest, or disruption involving electronic communications or other services used by us or third parties with which we conduct business, the continuity of our operations will partially depend on the availability of our people and office facilities and the proper functioning of our computer, software, telecommunications, transaction processing, and other related systems. A disaster or a disruption in the infrastructure that supports our businesses, a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, or a disruption that directly affects our business exposure and operations, could have a material adverse impact on our ability to continue to operate our business without interruption. Our business could also be adversely affected if our employees are affected by epidemics, pandemics, natural or man-made disasters, disruptions due to social or political unrest or disruption involving electronic communications. In addition, our results of operations could be adversely affected to the extent that any epidemic or pandemic harms the global economy in general. The incidence and severity of disasters, epidemics or pandemics or other business continuity problems are unpredictable, and our inability to timely and successfully recover could materially disrupt our businesses and cause material financial loss, regulatory actions, reputational harm, or legal liability.
In addition, although the COVID-19 pandemic increased demand for online financial solutions, digital media marketing, and other online-based products and services, its impact, including impact on our employees, clients, business partners, and third-party service providers, could continue to have a material and adverse effect on our business, financial condition, and results of operations. The COVID-19 pandemic has caused, and may continue to cause us and certain of our business partners, to implement temporary adjustment of work schedules and travel plans, mandating employees to work from home and collaborate remotely. As a result, we may experience lower efficiency and productivity, internally and externally, which may adversely affect our service quality. Moreover, our business operations depend on our professional staff and the continued services of these individuals. If any of our employees is suspected of having contracted COVID-19, we may be required to apply quarantines or suspend our operations. The extent to which this outbreak impacts our results of operations will depend on future developments, which are highly uncertain and unpredictable, including new information which may emerge concerning the severity of this outbreak and future actions we take, if any, to contain this outbreak or treat its impact, among others.
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Increases in labor costs may adversely affect our business and results of operations.
The global economy has experienced general increases in inflation and labor costs in recent years. As a result, average wages in different regions are expected to continue to increase. In addition, we are required by laws and regulations to pay various statutory employee benefits, including mandatory provident fund to designated government agencies for the benefit of our employees. The relevant government agencies may examine whether an employer has made adequate payments to the statutory employee benefits, and those employers who fail to make adequate payments may be subject to fines and other penalties. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control our labor costs or pass on these increasing labor costs, our financial condition, and results of operations may be adversely affected.
We may be subject to legal and financial liabilities in connection with the financial advisory and insurance brokerage businesses.
We may be subject to complaints or claims lodged against us by clients in relation to financial advisory and insurance brokerage businesses. Any action brought against us, with or without merits, may result in administrative measures, settlements, injunctions, fines, penalties, negative publicities, or other results adverse to us, which could have a material adverse effect on our reputation, business, financial condition, results of operations, and prospects. Even if we are successful in defending ourselves against these actions, the costs of such defense may be significant. See “Item 8. Financial Information—Other Matters.”
Risks Relating to Our Capital Market and Digital Solutions Businesses
Our capital market solutions business depends on our ability to identify, execute, and complete projects successfully and is subject to various risks associated with underwriting and financial advisory services, the overall market sentiment and macroeconomic conditions. We cannot assure you that the income level of our capital market solutions business can be sustained.
Market fluctuations and changes in regulatory policies may adversely affect our capital market solutions business. Negative market and economic conditions may adversely affect investor confidence, resulting in significant industry-wide declines in the size and number of securities offerings, and market volatility may cause delays to, or even termination of, securities offerings, either of which could adversely affect our revenue from the capital market solutions business. As a result, we cannot assure you that the income level of our capital market solutions business can be sustained.
We have a limited operating history and experience in our digital solutions services, which makes it difficult to evaluate our business. We cannot assure you that the market for our services will develop as we expect or that we will be able to maintain the growth rate that we have experienced to date.
We commenced operations of our digital solutions services, through our consolidated subsidiary AMTD Digital Inc., in December 2017. However, our limited operating history in our digital solutions services may not be indicative of our future growth or financial results. We cannot assure you that we will be able to maintain our historical growth rates in future periods. Our growth prospects should be considered in light of the risks and uncertainties that fast-growing companies with a limited operating history and experience in our industries may encounter, including, among others, risks and uncertainties regarding our ability to:
| ● | identify business synergies and enhance connectivity for our clients; |
| ● | enrich our content offerings; |
| ● | retain existing clients and attract new clients; |
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| ● | offer customized and comprehensive services tailored to corporates’ needs throughout their lifecycles; |
| ● | upgrade existing technology and infrastructure and develop new technologies; |
| ● | successfully compete with other companies that are currently in, or may in the future enter, our industries or similar industries; and |
| ● | observe and strategize on the latest market trends. |
All of these endeavors involve risks and will require significant allocation of management and employee resources. We cannot assure you that we will be able to effectively manage our growth or implement our business strategies effectively. If the market for our services does not develop as we expect or if we fail to address the needs of this dynamic market, our business, results of operations, and financial condition will be materially and adversely affected.
Failure to obtain, renew, or retain licenses, permits, or approvals may affect our ability to conduct or expand our business.
Financial services is a highly-regulated industry, and we are required to obtain applicable licenses, permits, and approvals from different regulatory authorities in order to conduct or expand our business. Various government authorities in Asia have promulgated various regulations on the financial services, including regulations requiring insurance brokerage license, and exempt financial advisor status. We have maintained our insurance brokerage license for general and long term business (including linked long term business) issued by the Hong Kong Insurance Authority on September 9, 2022 through AMTD RSG. Additionally, there is no assurance that the regulatory authorities will not issue new regulations governing the financial product and service industry that might require us or our business partners to obtain additional licenses, permits, or approvals for our current or future business operations, which may materially and adversely affect our business operations and financial condition. Failure to obtain additional licenses under current or new regulations may also impair our ability to expand our businesses across new geographical regions.
We are subject to extensive and developing regulatory requirements, and noncompliance with or changes to these regulatory requirements may affect our business operations and financial results.
The digital financial services industry is highly regulated in Asia. In the Asia markets where we currently or plan to operate, the government or other regulatory authorities regulate the financial services industry extensively. A number of regulatory authorities, oversee different aspects of the financial services business in Asia, and promulgate and enforce laws and regulations that cover banking, insurance, stored-value facilities, and money-lending services, including entry into such businesses, scope of permitted activities, licenses and permits for various operations, and pricing. See “Item 4. Information on the Company—B. Business Overview—Regulations in Singapore” and “Item 4. Information on the Company—B. Business Overview—Regulations in Hong Kong.”
As the digital financial services industry is an emerging and evolving market, the applicable laws, rules, and regulations are continually developing and evolving. Compliance with these regulations is complicated, time consuming, and expensive. Any changes in the relevant rules and regulations may result in an increase in our cost of compliance, or might restrict our business activities. Our ability to comply with all applicable laws and regulations is largely dependent on the relevant internal compliance system, as well as the relevant license holder’s ability to attract and retain qualified compliance personnel. While we maintain systems and procedures designed to ensure that we comply with applicable laws and regulations, we cannot assure you that we are able to prevent all possible violations. If we fail to comply with the applicable rules and regulations, we may face fines or restrictions on our business activities, or even a suspension or revocation of some or all of our licenses that allow us to carry on our business activities.
We are subject to regular and ad hoc regulatory inspections. If the results of the inspections reveal any noncompliance or misconduct, the regulatory authorities may take disciplinary action such as imposing monetary fines, or even revocation or suspension of license. Any material disciplinary actions taken against or penalties imposed on us or our business partners in the future could have an adverse impact on our business operations and financial results.
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We may not be able to ensure the accuracy and completeness of third-party insurance product information and the effectiveness of our recommendation of insurance products.
Our insurance brokerage clients rely on third-party insurance product information we provide. While we believe that such information is generally accurate, complete and reliable, there can be no assurance that the accuracy, completeness, or reliability of the information can be maintained in the future. We are legally required to provide certain disclosures to our clients, including how we are paid as an insurance broker. If we provide any inaccurate or incomplete information, or we fail to present accurate or complete information of any insurance products which could lead to our clients’ failure to get the protection or us being warned or punished by regulatory authorities, our reputation could be harmed and we could experience reduced client engagement, which may adversely affect our business and financial performance.
We may not be able to recommend suitable insurance products to our clients. The data provided to us by our clients, insurer partners, and other channels may not be accurate or up to date. Our risk consultation team may not fully understand our clients’ insurance and risk management needs and recommend suitable products to them. If our clients are recommended insurance solutions that do not suit their protection or related needs, or such solutions are ineffective, they may lose trust in us. Our insurance clients and insurer partners may consequently be reluctant to continue to engage or partner with us. As a result, our business, reputation, financial performance, and prospects will be materially and adversely affected.
Because the brokerage income we earn on the sale of insurance products is based on premiums, and commission fee rates agreed between us and our insurer partners, any decrease in these premiums or commission fee rates may have an adverse effect on our results of operations.
We derive a significant portion of revenue in our insurance solutions business from commission fees paid to us out of the premiums that insurer partners charge our clients for coverage. The commission fee rates are negotiated between insurer partners and us, and are typically based on the premiums that the insurer products charge. Commission fee rates and premiums can change based on the prevailing economic, regulatory, taxation, competitive, and other possible factors that affect our commission fee agreement with insurer partners. These factors, which are not within our control, include the capacity of insurer partners to place new business, profits of insurer partners, client demand for insurance products, the availability of comparable products from other insurance companies at lower costs, and the availability of alternative insurance products, such as government benefits and self-insurance plans, to clients. Because we do not determine, and cannot predict, the timing or extent of premium or commission fee rate changes, we cannot predict the effect any of these changes may have on our operations. Any decrease in premiums or commission fee rates may significantly affect our financial condition and results of operations.
We depend on our cooperation with insurer partners. Our business may be negatively affected if our insurer partners do not continue their relationship with us or if their operations fail.
Our insurance solutions business is, to a significant extent, dependent on our continued and healthy relationship with our insurer partners, and may be negatively affected if our insurer partners terminate their relationship with us or fail to meet performance obligations. Certain insurer partners have been associated with a significant portion of our revenue generated from clients in the past. Our ability to attract clients depends on the quantity and quality of insurance products offered by insurer partners. Our arrangements with our insurer partners are typically not exclusive, and they may have similar arrangements with our competitors. Our partners may terminate their relationships with us or decide to exclusively or preferentially cooperate with our competitors. There can be no assurance that we can maintain relationships with our existing insurer partners on commercially desirable terms. If our insurer partners terminate their relationship with us, our supply of products and services may be interrupted and affect our ability to maintain existing clients and secure new clients.
If our insurer partners or the reinsurance company partners fail to properly fulfill their obligations as insurers under the insurance policies sold by us, it may affect our ability to maintain existing clients and secure new clients. If our insurer partners or the reinsurance companies with whom they or we partner become insolvent, our clients may not be able to realize the protection expected from the insurance policies, which will negatively affect our reputation and, in turn, our performance and financial results.
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Our risk management and internal control systems, as well as the risk management tools available to us, may not fully protect us against various risks inherent in our business.
We follow our comprehensive internal risk management framework and procedures to manage our risks, including, but not limited to, reputational, legal, regulatory, compliance, operational, market, liquidity, and credit risks. However, our risk management policies, procedures, and internal controls may not be adequate or effective in mitigating our risks or protecting us against unidentified or unanticipated risks. In particular, some methods of managing risks are based upon observed historical market behavior and our experience in the financial industry. These methods may fail to predict future risk exposures, which could be significantly greater than those indicated by our historical measures. Other risk management methods depend upon an evaluation of available information regarding operating and market conditions and other matters, which may not be accurate, complete, up-to-date, or properly evaluated. In addition, the capital markets are constantly developing, the information and experience that we rely on for our risk management methods may become quickly outdated as capital markets and regulatory environment continue to evolve. Any deficiencies or failure in our risk management and internal control systems and procedures may adversely affect our ability to identify or report our deficiencies or non-compliance. In addition, failure of our employees to effectively enforce such risk management and internal controls procedures, or any of the foregoing risks, may have a material and adverse effect on our business, financial condition and operating results.
Risks Relating to Our Media Business
The media industry is highly competitive, and we may be unable to compete successfully with our current or future competitors.
Our ability to compete with our competitors in the media sector effectively depends on many factors both within and beyond our control, including among other things:
| ● | our ability to continue delivering a breadth of high-quality content that is timely, interesting and inspiring to our audience; |
| ● | the popularity, usefulness, ease of use, format, performance, reliability and value of our digital media services, compared with those of our competitors; |
| ● | the sustained engagement of our audience directly with our content, products and services; |
| ● | our ability to develop, maintain and monetize our content, products and services; |
| ● | our ability to provide advertisers with a compelling return on their investments; |
| ● | our reputation and brand strength relative to those of our competitors; |
| ● | our ability to reach new audience and customers worldwide; |
| ● | the pricing model of our content, products and services; |
| ● | our visibility on search engines and social media platforms, compared with the visibility of our competitors; |
| ● | our ability to effectively protect our intellectual property, including from unauthorized use by generative AI developers or users in ways that may harm our brands; |
| ● | our marketing and selling efforts, including our ability to differentiate our products and services from those of our competitors; |
| ● | our ability to attract, retain and motivate talented employees, including editorial staff and creative directors, among other things, who are unique and in high demand; and |
| ● | our ability to manage and grow our business in a cost-effective manner. |
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Our ability to grow the size and profitability of our audience base for our print publications and digital media services depends on many factors, both within and beyond our control, and a failure to do so could adversely affect our results of operations and business.
The future growth and profitability for our print publications and digital media services depend upon our ability to retain, grow and effectively monetize our audience base worldwide.
We have invested and will continue to invest significant resources in our efforts to do so, including building a community around our magazines, diversifying channel of access, leveraging social media to publicize our content, attending events to develop relationships and promote our products and services, but there is no assurance that we will be able to successfully grow our audience base in line with our expectations, or that we will be able to do so without taking steps such as adjusting our pricing that could adversely affect our revenues, margin and profitability.
Our ability to attract and grow our audience base depends on the size of our potential audience and its sustained engagement directly with our content and products, including the breadth, depth and frequency of use. The size and engagement of our audience depends on many factors both within and beyond our control, including the size and speed of development of the markets for high-quality media and entertainment news and reviews; significant fashion, media and other events; user sentiment about the quality of our content and products; the free access we provide to our content; the format and breadth of our offerings; varied and changing customer expectations and behaviors; and our ability to successfully manage changes implemented by search engines and social media platforms or potential changes in the digital information ecosystem that affect or could affect the visibility of and traffic to our content, among other factors.
The size and engagement of our audience also depends in part on referrals from third-party platforms, including social media platforms and search engines, that direct customers to our content. These third-party platforms increasingly prioritize formats and content that are outside of our primary offerings and may vary their emphasis on what content to highlight for audience. This has caused, and may continue to cause, referrals from these platforms to our content to diminish. Additionally, search engine results and digital marketplace rankings are based on algorithms that are changed frequently, without notice or explanation. Any failure to successfully manage and adapt to changes in how our content, products and services are marketed, discovered, prioritized, displayed and monetized could cause our audience base to significantly diminish.
The size of the audience for our print publications may be affected as the media industry has transitioned from being primarily print-focused to digital and we do not expect this trend to reverse. We may be limited in our ability to prevent the resulting print revenue declines, particularly as our print products become more expensive relative to other media alternatives, including our digital products. If we are unable to offset revenue declines from print publications with other sources of revenue, or if the revenue declines at a faster rate than we anticipate, our operating results will be materially and adversely affected.
Our advertising revenues are affected by numerous factors, including market dynamics, evolving digital advertising trends and the evolution of our strategy.
Our advertising revenue is sensitive to the macroeconomic environment, as advertiser budgets can fluctuate substantially in response to changing economic conditions. Our advertising revenues could be adversely affected as advertisers, including primarily luxury and fashion brands, respond to such conditions by reducing their budgets or shifting spending patterns or priorities. See also “— Our business and financial results may be adversely impacted by economic, market, geopolitical and public health conditions or other events causing significant disruption.”
Within the fashion, arts and luxury advertising markets, our ability to compete successfully for advertising budgets will depend on, among other factors, our ability to engage and grow our audience base, develop attractive and high-quality content, maintain our influence in the fashion, arts and luxury markets, enhance our relationship with renowned brands and fashion influencers and demonstrate the value of our advertising and the effectiveness of our content, products and services to advertisers. In determining whether to buy advertising with us, advertisers may consider factors such as our brands and reputation, the demand for our content and products, the focus of our coverage, size and demographics of our audience, advertising rates, targeting capabilities, results observed by advertisers, and perceived effectiveness of advertising offerings and alternative advertising options. Specifically, the prestige and reputation of our publications are critical to our success in attracting premium advertisers. If our brand perception diminishes for any reason, we may lose the appeal that makes our platform attractive for luxury and high-end advertising and thereby experience a decline in advertising revenue. See also “— Our brands and reputation are our key assets. Negative perceptions or publicity of us or our brands could adversely affect our business, financial condition and results of operations.”
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The continuing shift in customer preference from print media to digital media, as well as growing customer engagement with digital media and social platforms, has introduced significant new competition for advertising. Our revenues from print advertising may decline over time as the media industry has transitioned from being primarily print-focused to digital. Print advertising revenue may decline more quickly than we anticipate, which could create additional pressure on our profitability.
We also offer digital advertising to our customers. We compete with companies with large digital platforms, which have greater audience reach, audience data and targeting capabilities than we do. These companies may command a large share in the context of digital advertising, and we anticipate that this will continue. In addition, there is increasing demand for digital advertising in formats that are dominated by these platforms, particularly vertical short-form video and streaming, and we may not be able to compete effectively in these formats. The remaining market is subject to significant competition among publishers and other content providers, as well as audience fragmentation. These dynamics have affected, and will likely continue to affect, our ability to attract and retain advertisers and to maintain or increase our advertising rates.
Significant disruptions in our printing and distribution channels, or a significant increase in the costs to print and distribute our print publications, would have an adverse effect on our operating results.
Our print publications are printed and distributed under contracts with print and distribution partners worldwide. Our print partners rely on suppliers for deliveries of paper. The price of paper has historically been volatile, and its availability may be affected by various factors, including supply chain disruptions, transportation issues, labor shortages or unrest, conversion to paper grades other than paper and other disruptions that may affect production or deliveries of paper. A significant increase in the price of paper, or a significant disruption in our partners’ paper supply chain, would adversely affect our operating results.
Financial pressures, print publication industry trends or economics, labor shortages or unrest, changing legal obligations regarding classification of workers or other circumstances that affect our print and distribution partners and lead to reduced operations or consolidations or closures of print sites or distribution routes may increase the cost of printing and distributing our print publications, decrease our revenues if printing and distribution are disrupted and impact the quality of our printing and distribution. The geographic scope and frequency with which magazines are printed and distributed by our partners at times affects our ability to print and distribute our print publications and can adversely affect our operating results.
If we experience significant disruptions in our printing and distribution channels, or a significant increase in the costs to print and distribute our print publications, our reputation and operating results may be adversely affected. Furthermore, if the audience base to our and other companies’ print products declines, our and our vendors’ fixed costs to print and deliver paper products are spread over fewer paper copies. We may be unable to offset these increasing per-unit costs, alongside decreasing print media audience base, with revenue from price increases, and our operating results may be adversely affected.
We depend on certain franchisees to produce and distribute our print publications.
We depend on our franchisees to produce and distribute print publications in many geographies and receive royalties from these licenses. We rely on these franchisees to maintain operational and financial control over their businesses. Should these franchisees fail to monitor and control their operations adequately or if our relationship with them is disrupted or changed to our detriment, our income from royalties will decline.
The agreements with our franchisees typically allow either party to terminate the relationship under certain conditions, including breaches of contractual obligations, failure to meet performance standards, or other specified events. If our franchisees choose to terminate these agreements, we could experience a loss of revenue, disruption in operations and damage to our brand reputation in the affected markets. Conversely, if we terminate the franchise agreements, we may face legal disputes and reputational harm. If circumstances required that an existing franchisee be replaced, we could face challenges in finding replacement franchisees and there can be no assurance that a replacement franchisee would be able to contribute the same resources as the prior franchisee in terms of management, production and distribution. The necessity to replace a franchisee and, in particular, an inability to replace a franchisee for any period of time would adversely affect our financial performance both directly, from reduced royalties received, and indirectly, from reduced sales of our products. Our brands may also suffer if, as a result, there is any delay or failure in the distribution of our content and products.
Additionally, the termination of franchise relationships, whether initiated by us or our franchisees, could result in the closure of locations, reduced market presence and increased operational costs associated with transitioning ownership or management.
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Although we regularly implement royalty reviews of our franchisees, there can be no assurance that they will properly report royalty income or that such reviews will reveal any non-compliance with the terms of the relevant franchisees. Even if errors are revealed, the resolution of such errors may prove to be time-consuming and expensive.
We may face business challenges and increased costs in our transition from a franchise business model to a direct ownership model in respect of our media business.
We operate our media business in a hybrid model of direct ownership and franchise business and we are in the process of transitioning from a franchise business model to a direct ownership model in certain countries and regions and expanding our network. While we believe that the direct ownership model can drive significant revenue growth for us in the future, the transition to the direct ownership model will require substantial financial resources for operational restructuring, developing or acquiring new expertise in managing operational risks, employee retention and training, building up knowledge base of local markets and development of marketing initiatives, among other things. There is no assurance that we will be successfully navigating through this transition and mitigating the gaps in operational capabilities, marketing expertise and customer relationship. Failure to transition successfully may lead to loss of our brand value, customer loyalty and market share, and therefore could have significant adverse effects on our business, financial condition and results of operations.
Risks Relating to Our Entertainment Business
The entertainment industry is highly competitive.
The entertainment industry is highly competitive. It is also partially dependent on the availability of potential viable projects and necessary funding to successfully complete such projects. Accordingly, we will need to locate promising projects and be able to secure necessary funding, in what may be uncertain markets.
Further, we believe the successful production and distribution of any movie project involves being able to secure qualified personnel to produce, finalize and market the project. Production requires qualified directors, writers, performers and a variety of technical persons to produce a final product. Once produced, it is necessary to distribute and market the project to a receptive public. We may not have the experience, history and reputation to attract qualified persons, who may be more inclined to work for a larger and more established company. It is also necessary to work with a distributor that will be capable of distributing the finished project to a suitable and receptive audience. The inability to locate and secure qualified professionals to produce, distribute and market our projects would have a severe, negative affect our business and ability to generate revenues.
The success of our entertainment business segment depends on the success of a limited number of film releases each year and unpredictable factors in the motion picture industry.
We generally participate in the production of a limited number of motion pictures each year. As such, the success or failure of a small number of these motion pictures could have a significant impact on our entertainment business segment and our results of operations in both the year of release and in subsequent years. The film industry is inherently unpredictable, and the success of any given film can be influenced by factors beyond our control, such as changing consumer preferences, competition from other entertainment offerings and broader economic conditions. In general, the economic success of a motion picture is largely determined by the appeal of the motion picture to a broad audience and by the effectiveness of the marketing of the motion picture. We cannot precisely predict the economic success of any of the motion pictures we produce because we cannot predict with certainty a motion picture’s acceptance by the public. If we do not accurately judge audience acceptance in selecting the motion pictures for production, or if the motion pictures are not effectively marketed, we may not recoup our costs or realize our anticipated profits. In addition, the economic success of a motion picture depends upon the public’s acceptance of competing motion pictures, the availability of alternative forms of entertainment and leisure-time activities, general economic conditions and other tangible and intangible factors, all of which can change and none of which can be predicted with certainty. Additionally, delays in production or release schedules, which may arise due to, among other things, creative, technical, or regulatory challenges, can further impact the timing and financial contribution of films. Accordingly, our results may fluctuate significantly from year to year based on the box office performance, timing of releases and market reception of the limited number of films we produce at any given time and such factors render our historical financial results not indicative of our future performance.
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Due to the inherent nature of producing motion pictures, we provide advances and funding for motion pictures in advance and assume the risk of not being able to recoup these investments.
We incur significant costs and cash expenditures to acquire movie rights. Many of our agreements to acquire movie rights require up-front payments. We determine the amount of the payments or funding we are willing to make based on our estimate of the economic success of the motion picture. Although these estimates are based on our knowledge of industry trends, market conditions and the market potential of the motion picture, actual results may ultimately differ from our estimates.
The production of motion pictures is subject to a number of uncertainties, including delays and increased expenditures due to creative differences among key cast members and other key creative personnel or other disruptions or events beyond our control. Risks such as illness, disability or death of star performers, technical complications with special effects or other aspects of production, shortages of necessary equipment, damage to negatives, master tapes and recordings or adverse weather conditions may cause cost overruns and delay or frustrate completion of a production. In addition, directors tend to hold substantial control over the production of motion pictures, and this may affect the producers’ ability to control the production schedule and budget. Further, when we co-produce in a motion picture, we generally have less control over the development and production processes.
We may be required to provide additional funding or advances to complete production of our motion pictures, for example if a motion picture incurs budget overruns during production. Such additional funding could have an adverse effect on our business, financial condition and results of operations. In addition, we may not be able to recoup our funding as a result of increased costs from budget overruns. Increased costs may also delay the release of a motion picture to a less favorable time, which could negatively affect its box office performance and thus our revenue arising out of the motion picture and its overall financial success.
If a motion picture fails to perform to our original estimates or expectations, we may not be able to realize the expected economic return from that motion picture, fail to recoup advances we paid or funding we made or record accelerated amortization or fair value write downs of capitalized motion picture production costs. Any of these events may adversely impact our business, financial condition and results of operations.
Risks associated with our capacity as a co-producer of or financial investor in our films.
We co-produce (in a non-controlling position) or invest in film production, which exposes us to several risks. As a co-producer, we generally rely on the lead producer to manage key aspects of the movie production, including creative decisions, budgeting, casting, scheduling and distribution. We generally have a limited ability to influence or control critical elements of a movie project, and accordingly production outcomes for our co-produced movies may not fully align with expectations or objectives. Our strategic or financial interests may not align with those of the lead producers of our movies. The lead producer’s priorities, resources or decision-making processes may diverge from those of ours, which could potentially give rise to a misalignment or conflict of interests. Furthermore, we may have limited recourse in the event of mismanagement, delays or disputes with the lead producer, which could adversely impact the quality, timing and commercial success of the film. These could lead to increased uncertainty, reduced profitability and greater exposure to operational and financial risks in respect of our entertainment business.
The production of motion picture is a capital-intensive process, and our capacity to generate cash or obtain financing on favorable terms may be insufficient to meet our anticipated cash requirements.
The costs to develop and produce a motion picture are substantial. We are required to fund our costs for motion picture-related activities and other commitments with cash retained from operations, as well as from bank and other borrowing and participation by other producers. If our motion pictures fail to perform, we may be forced to seek substantial sources of outside financing. Such financing may not be available in sufficient amounts for us to continue to make substantial funding in the production of new motion pictures or may be available only on terms that are disadvantageous to us, either of which could have a material adverse effect on our growth or our business.
Moreover, the costs of producing motion pictures have increased in recent years and may further increase in the future, which may make it more difficult for a motion picture we produce to generate a profit. Also, compensation for star performers and other key creative personnel has been on the rise. As a result, there can be no assurance that revenue from our motion picture production would be sufficient to offset increases in the cost of production and distribution.
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Industry changes in the entertainment industry may have a negative impact on our operations.
The entertainment industry, in general, is continually undergoing significant changes, primarily due to technological developments. These developments have resulted in the availability of alternative forms of leisure time entertainment, including expanded on demand services, independent productions, streaming and video games. The level of theatrical success remains a critical factor in generating revenues in these ancillary markets. It is difficult to accurately predict the effect that these and other new technological developments may have on the film industry. These uncertainties, among others, may have a negative impact on our business, financial condition, and results of operations.
Risks Relating to our Hospitality Business
We are subject to the business, financial and operating risks inherent to the hospitality industry, any of which could reduce our revenues and limit opportunities for growth.
Our business is subject to a number of business, financial and operating risks inherent to the hospitality industry, including:
| ● | significant competition from hospitality providers in all parts of the world; |
| ● | changes in the supply and demand for hotel services, including rooms, food and beverage and other products and services; |
| ● | the financial condition of and relationships with hotel management companies and joint venture partners, including the risk that they may terminate or fail to comply with the relevant management or joint venture contracts or arrangements; |
| ● | decreases in the frequency of business travel that may result from alternatives to in-person meetings, including virtual meetings hosted online or over private teleconferencing networks; |
| ● | increases in operating costs, including employee compensation and benefits, energy, insurance, food and beverage and other supplies; |
| ● | the ability of third-party internet and other travel intermediaries who sell our hotel rooms to guests to attract and retain customers; |
| ● | delays in or cancellations of planned or future development or refurbishment projects at hotels in our system; |
| ● | cyclical over-building in the hospitality industry; and |
| ● | changes in desirability of geographic regions of the hotels in our business, geographic concentration of our operations and customers and shortages of desirable locations for development. |
Any of these factors could (i) increase our costs or (ii) limit or reduce the prices we are able to charge, or (iii) otherwise affect our ability to maintain or operate existing properties or develop new properties. As a result, any of these factors can reduce our revenues and limit opportunities for growth.
The hospitality market is highly competitive, and we may be unable to compete successfully.
The market to provide hospitality services is highly competitive and fragmented. The barriers to entry are low and new competitors may enter the market at any time. Our current or potential competitors include global hotel brands, regional hotel chains, independent hotels, online travel agencies and home-sharing and rental services and short term/vacation rental. Additionally, current or new competitors may introduce new business models or services that we may need to adopt or otherwise adapt to in order to compete, which could reduce our ability to differentiate our business or services from those of our competitors. Increased competition could result in a reduction in revenue, fewer attractive properties, higher costs or reduced market share.
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Furthermore, some of our current or potential competitors, such as major hotel brands, are larger and have more resources than we do. Many of our current and potential competitors enjoy substantial competitive advantages, such as greater name recognition in their markets, well-established loyalty programs, longer operating histories and larger marketing budgets, as well as substantially greater financial, technical and other resources. Moreover, the hospitality services industry has experienced significant consolidation, and we expect this trend may continue as companies attempt to strengthen or hold their market positions in a highly competitive industry. Consolidation amongst our competitors will give them increased scale and may enhance their capacity, abilities and resources, as well as lower their cost structures. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. For all of these reasons, we may not be able to compete successfully against current and future competitors.
We own a limited number of hotels and significant adverse changes at one hotel could have a material adverse effect on our financial performance.
Our hotel portfolio consists of iclub AMTD Sheung Wan Hotel and Dao by Dorsett AMTD Singapore. Significant adverse changes in the operations of either of these hotels could have a material adverse effect on our financial performance.
We may acquire, renovate and/or re-brand hotels in new or existing geographic markets.
We may develop or acquire hotels in geographic areas in which our management may have little or no operating experience. Additionally, those and our existing properties may also be renovated and re-branded. Customers, existing or potential, may not be familiar with our newly renovated hotel or be aware of the brand change. As a result, we may have to incur costs relating to the opening, operation and promotion of our hotel properties that are substantially greater than those incurred in other geographic areas. Our hotels may attract fewer customers than expected and we may choose to increase spending on advertising and marketing to promote the hotel and increase customer demand. Unanticipated expenses and insufficient demand could adversely affect our financial performance.
Risks relating to the management of our hotels could hurt our financial performance.
Our hotel managers have the authority to direct our hotels to be operated in a particular manner and to govern the daily operations of our hotels. As a result, our financial condition and results of operations are largely dependent on the ability of our hotel managers to operate our hotel properties successfully. Any failure by our hotel managers to provide quality services and amenities or to maintain and protect a quality brand name and reputation could have a negative impact on their ability to operate and manage our hotel properties successfully and could negatively impact our financial condition and results of operations.
We cannot assure you that our hotel managers will operate and manage our hotel properties in a manner that is consistent with their obligations under the hotel management agreements, that our hotel managers will not be negligent in their performance or engage in other criminal or fraudulent activity, or that they will not otherwise default on their management obligations to us. If we are unable to reach satisfactory results through discussions and negotiations with our hotel managers regarding issues with the management of our hotels, we may choose to litigate the dispute or submit the matter to third-party dispute resolution or arbitration. We would be able to seek redress only if a hotel manager violates the terms of the applicable hotel management agreement, and then only to the extent of the remedies provided for under the terms of the hotel management agreement. Additionally, in the event we need to replace any of our hotel managers, we may experience significant business disruptions at the affected hotel properties, and may be liable, under certain circumstances, for significant damages and/or be required to make certain payments to our managers.
Risks Relating to Our Relationship with our Controlling Shareholder
We have limited experience operating as a stand-alone public company.
AMTD IDEA Group (formerly known as AMTD International Inc.) was incorporated in February 2019 as a wholly-owned subsidiary of our Controlling Shareholder. We have limited experience conducting our operations as a stand-alone public company. Prior to our initial public offering in August 2019, our Controlling Shareholder has provided us with financial, administrative, human resources, and legal services, and also has provided us with the services of a number of its executives and employees. After we became a stand-alone public company, our Controlling Shareholder has continued to provide us with certain support services, but to the extent our Controlling Shareholder does not continue to provide us with such support, we will need to create our own support system. We may encounter operational, administrative, and strategic difficulties as we adjust to operating as a stand-alone public company. This may cause us to react more slowly than our competitors to industry changes and may divert our management’s attention from running our business or otherwise harm our operations.
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In addition, since we have become a public company, our management team has been required to develop the expertise necessary to comply with the numerous regulatory and other requirements applicable to public companies, including requirements relating to corporate governance, listing standards and securities and investor relationships issues. As a stand-alone public company, our management has to evaluate our internal controls system with new thresholds of materiality, and to implement necessary changes to our internal controls system. We cannot guarantee that we will be able to do so in a timely and effective manner.
Our financial information included in this annual report may not be representative of our financial condition and results of operations if we had been operating as a stand-alone company.
Prior to our establishment, the operations of some of our businesses were carried out by companies owned or controlled by our Controlling Shareholder. For all periods presented, our consolidated financial statements include all assets, liabilities, revenues, expenses, and cash flows that were directly attributable to our businesses whether held or incurred by our Controlling Shareholder or by us. Only those assets and liabilities that are specifically identifiable to our businesses are included in our consolidated statements of financial position. With respect to costs of operations, an allocation of certain costs and expenses of our Controlling Shareholder were also included. These allocations were made using a proportional cost allocation method by considering the proportion of revenues and actual usage metrics, among other things, attributable to us for all respective accounting periods. We made numerous estimates, assumptions, and allocations in our historical financial statements because our Controlling Shareholder did not account for us, and we did not operate as a stand-alone company for any period prior to our initial public offering. Although our management believes the assumptions underlying our financial statements and the above allocations are reasonable, our financial statements may not necessarily reflect our results of operations, financial position, and cash flows as if we operated as a stand-alone public company during the periods presented. See “Item 7.B. Major Shareholders and Related Party Transactions—Related Party Transactions—Transactions with Our Controlling Shareholder” for our arrangements with our Controlling Shareholder and “Item 5. Operating and Financial Review and Prospects” and the notes to our consolidated financial statements included elsewhere in this annual report for our historical cost allocation. In addition, upon becoming a stand-alone public company, we are gradually establishing our own financial, administrative, and other support systems to replace our Controlling Shareholder’s systems, the cost of which could be significantly different from cost allocation with our Controlling Shareholder for the same services. Therefore, you should not view our historical results as indicators of our future performance.
We may not continue to receive the same level of support from our Controlling Shareholder.
We have benefitted significantly from our Controlling Shareholder’s strong market position and brand recognition, as well as its expertise in different businesses. Although we entered into a series of agreements with our Controlling Shareholder relating to our ongoing business operations and service arrangements with our Controlling Shareholder, we cannot assure you we will continue to receive the same level of support from our Controlling Shareholder as we now operate as a stand-alone public company. Also, we cannot assure you we will be able to receive the receivables from our Controlling Shareholder. This effort may not be successful, which could materially and adversely affect our business, financial condition, and results of operations.
Our agreements with our Controlling Shareholder or any of its controlling shareholders may be less favorable to us than similar agreements negotiated between unaffiliated third parties.
We have entered into a series of agreements with our Controlling Shareholder and the terms of such agreements may be less favorable to us than would be the case if they were negotiated with unaffiliated third parties. Pursuant to our master transaction agreement with our Controlling Shareholder, we have agreed to indemnify our Controlling Shareholder for liabilities arising from litigation and other contingencies related to our business and assumed these liabilities as part of our restructuring. The allocation of assets and liabilities between our Controlling Shareholder and our company may not reflect the allocation that would have been reached by two unaffiliated parties. Moreover, so long as our Controlling Shareholder continues to control us, we may not be able to bring a legal claim against our Controlling Shareholder or its controlling shareholders in the event of contractual breach, notwithstanding our contractual rights under the agreements described above and other inter-company agreements entered into from time to time.
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We may have conflicts of interest with our Controlling Shareholder or any of its controlling shareholders and, because of our Controlling Shareholder’s controlling ownership interest in our company, we may not be able to resolve such conflicts on terms favorable to us.
As of the date of this annual report, our Controlling Shareholder beneficially owned 34.0% of our issued and outstanding ordinary shares, representing 46.8% of our total voting power.
Accordingly, our Controlling Shareholder continues to be our controlling shareholder and may have significant influence in determining the outcome of any corporate actions or other matters that require shareholder approval, such as mergers, consolidations, change of our name, and amendments of our memorandum and articles of association.
The concentration of ownership and voting power may cause transactions to occur in a way that may not be beneficial to you as a holder of the ADSs or Class A ordinary shares and may prevent us from doing transactions that would be beneficial to you. Conflicts of interest may arise between our Controlling Shareholder or any of its controlling shareholders and us in a number of areas relating to our past and ongoing relationships. Potential conflicts of interest that we have identified include the following:
| ● | Indemnification arrangements with our Controlling Shareholder. We have entered into a master transaction agreement under which we agree to indemnify our Controlling Shareholder with respect to lawsuits and other matters relating to our past capital market solutions businesses, including operations of those businesses when we were a private company and a subsidiary of our Controlling Shareholder. There are no exceptions for such indemnities and such indemnifications relate to transactions that had taken place prior to, on and following, our restructuring and listing on the NYSE (as we and our Controlling Shareholder have obligations, based on the master transaction agreement, that continue after our listing on the NYSE). In May 2021, AMTD Digital Inc. entered into a master transaction agreement under which it agrees to indemnify our Controlling Shareholder with respect to lawsuits and other matters relating to its businesses, including operations of those businesses when it was a private company and a subsidiary of our Controlling Shareholder. These indemnification arrangements could result in our having interests that are adverse to those of our Controlling Shareholder, for example, with respect to settlement arrangements in litigation. In addition, under these arrangements, we have agreed to reimburse our Controlling Shareholder for liabilities incurred (including legal defense costs) in connection with any third party claim if it is ultimately determined that we are obligated to indemnify our Controlling Shareholder with respect to such third party claim. There is no limit on such amount of indemnity under the master transaction agreement. |
| ● | Non-competition arrangements with our Controlling Shareholder. We have entered into a non-competition agreement under which our Controlling Shareholder agrees not to compete with us in our past capital market solutions business that are both primarily targeting institutional and corporate clients, except for owning non-controlling equity interest in any company competing with us. We have agreed not to compete with our Controlling Shareholder in businesses currently conducted by our Controlling Shareholder, except that we may (i) continue to provide capital market solutions services to our existing individual clients, and (ii) own non-controlling equity interests in any company competing with our Controlling Shareholder. In May 2021, AMTD Digital Inc. entered into a non-competition agreement under which our Controlling Shareholder agrees not to compete with it in its businesses, except for owning non-controlling equity interest in any company competing with it. AMTD Digital Inc. agrees not to compete with our Controlling Shareholder in the respective businesses then conducted by our Controlling Shareholder, except that AMTD Digital Inc. may own non-controlling equity interests in any company competing with our Controlling Shareholder. |
| ● | Intellectual Property License Agreement. TGE, our subsidiary, licenses L’Officiel and The Art Newspaper trademarks and domain names and other intellectual properties we use in our business from our Controlling Shareholder under a license agreement with our Controlling Shareholder. The license agreement has an initial term of 20 years and will automatically renew for terms of five years each unless either TGE or our Controlling Shareholder notifies the other party no later than six months prior to the expiration of the then-current term. The license agreement is also terminable by either part if there is a material breach on the part of the other party that is not cured within the prescribed period. Our Controlling Shareholder may refuse to renew this license agreement or elect to terminate it upon our default. Our Controlling Shareholder may not perform its obligations under this agreement in our best interest, or at all, and may act in a way that is detriment to our business interest. |
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| ● | Employee recruiting and retention. Because both we and our Controlling Shareholder are engaged in financial service-related businesses, we may compete with our Controlling Shareholder in the hiring of new employees. We have entered into a non-competition agreement and have a non-solicitation arrangement with our Controlling Shareholder that restricts us and our Controlling Shareholder from hiring any of each other’s employees. |
| ● | Our board members or executive officers may have conflicts of interest. Our chief financial officer, Xavier Zee, is also the chief financial officer of our Controlling Shareholder. Two of our directors also serve as directors of our Controlling Shareholder. As a result, they may not have sufficient capacity to perform their duties in our company. These overlapping relationships could create, or appear to create, conflicts of interest when these persons are faced with decisions with potentially different implications for our Controlling Shareholder and us. |
| ● | Sale of shares or assets in our company. AMTD Group and our executive officers have undertaken not to sell any equity securities they own in us in the open market until October 23, 2026. Upon expiration of the lock-up period and subject to certain restrictions under the securities laws and stock exchange rules, as well as other restrictions, our Controlling Shareholder may decide to sell all or a portion of our shares that it holds to a third party, including to one of our competitors, thereby giving that third party substantial influence over our business and our affairs. In addition, our Controlling Shareholder may decide, or be obligated under any of its applicable debt covenant, to sell all or a portion of our shares or our assets in the event of default of our Controlling Shareholder or any of its controlling shareholders under any applicable debt or other obligations or otherwise becomes insolvent. Such a sale of our shares or our assets could be contrary to the interests of our employees or our other shareholders. In addition, our Controlling Shareholder may also discourage, delay, or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of the ADSs or Class A ordinary shares. |
| ● | Allocation of business opportunities. Business opportunities may arise that both we and our Controlling Shareholder find attractive, and which would complement our respective businesses. Although we have entered into a master transaction agreement under which our Controlling Shareholder agrees not to pursue investment opportunities without first presenting them to us, our Controlling Shareholder may discourage, delay, or prevent a profitable investment opportunity before our board of directors or shareholders and subsequently decide to pursue investment opportunities or take business opportunities for itself, which would prevent us from taking advantage of those opportunities. These actions may be taken even if they are opposed by our other shareholders. |
| ● | Developing business relationships with our Controlling Shareholder’s competitors. So long as our Controlling Shareholder remains as our controlling shareholder, we may be limited in our ability to do business with its competitors, such as other insurance brokerage companies. This may limit our ability to market our services for the best interests of our company and our other shareholders. |
Although our company has become a stand-alone public company, we expect to operate, for as long as our Controlling Shareholder is our controlling shareholder, as an affiliate of our Controlling Shareholder. Our Controlling Shareholder may from time to time make strategic decisions that it believes are in the best interests of its business as a whole, including our company. These decisions may be different from the decision that we would have made on our own. Our Controlling Shareholder’s decisions with respect to us or our business may be resolved in ways that favor our Controlling Shareholder and therefore our Controlling Shareholder’s own shareholders, which may not coincide with the interests of our other shareholders. We may not be able to resolve any potential conflicts, and even if we do so, the resolution may be less favorable to us than if we were dealing with a non-controlling shareholder. Even if both parties seek to transact business on terms intended to approximate those that could have been achieved among unaffiliated parties, this may not succeed in practice.
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Risks Relating to the ADSs and Our Ordinary Shares
The trading price of the ADSs or Class A ordinary shares may be volatile, which could result in substantial losses to you.
Since the ADSs became listed on the NYSE on August 5, 2019, the trading price of the ADSs has experienced significant fluctuations. The trading prices of the ADSs or Class A ordinary shares are likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen due to broad market and industry factors, such as performance and fluctuation in the market prices or underperformance or deteriorating financial results of similarly-situated companies. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of the securities of these companies may affect the attitudes of investors towards us, which consequently may affect the trading performance of the ADSs or Class A ordinary shares, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of these companies may also negatively affect the attitudes of investors towards us, regardless of whether we have conducted any inappropriate activities.
Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material and adverse effect on the trading price of the ADSs or Class A ordinary shares.
In addition to the above factors, the price and trading volume of the ADSs or Class A ordinary shares may be highly volatile due to multiple factors, including the following:
| ● | regulatory developments affecting us or our industries; |
| ● | variations in our revenue, profit, and cash flow; |
| ● | changes in the economic performance or market valuations of our competitors; |
| ● | actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; |
| ● | changes in financial estimates by securities research analysts; |
| ● | detrimental negative publicity about us, our services, our officers, directors, affiliates, Controlling Shareholder, other beneficial owners, our business partners, or our industries; |
| ● | announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; |
| ● | additions to or departures of our senior management; |
| ● | litigation or regulatory proceedings involving us, our officers, directors, affiliates, or Controlling Shareholder; |
| ● | release or expiry of any transfer restrictions on our outstanding shares or the ADSs; and |
| ● | sales or perceived potential sales of additional ordinary shares or ADSs. |
Any of these factors may result in large and sudden changes in the volume and price at which the ADSs or Class A ordinary shares will trade.
In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
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An active public market may not develop for the ADSs on the NYSE or our Class A ordinary shares on the SGX-ST, and you may not be able to resell the ADSs or Class A ordinary shares at or above the price you paid, or at all.
Although the ADSs are listed on the NYSE and our Class A ordinary shares are listed on the SGX-ST, we cannot assure you that a liquid public market for the ADSs or Class A ordinary shares will develop. If an active public market for the ADSs or Class A ordinary shares does not develop, the market price of the ADSs or Class A ordinary shares may decline and the liquidity of the ADSs or Class A ordinary shares may decrease significantly. We cannot assure you that the price at which the ADSs or Class A ordinary shares are traded will not decline below the initial public offering price on the NYSE or secondary listing price on the SGX-ST, respectively. As a result, investors in the ADSs or Class A ordinary shares may experience a significant decrease in the value of their ADSs or Class A ordinary shares due to insufficient or a lack of market liquidity of the ADSs or Class A ordinary shares, as applicable.
The characteristics of the U.S. capital markets and the Singapore capital markets are different
The NYSE and SGX-ST have different trading hours, trading characteristics (including trading volume and liquidity), trading and listing rules, and investor bases (including different levels of retail and institutional participation). As a result of these differences, the trading prices of the ADSs and our Class A ordinary shares might not be the same, even allowing for currency differences. Fluctuations in the price of the ADSs due to circumstances peculiar to its home exchange could materially and adversely affect the price of our Class A ordinary shares, and vice versa. Because of the different characteristics of the U.S. and Singapore equity markets, the historic market prices of the ADSs and our Class A ordinary shares may not be indicative of the performance of our securities going forward.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against us or our directors and officers named in the annual report based on foreign laws.
We are a company incorporated under the laws of the Cayman Islands. A majority of our directors and executive officers are nationals or residents of jurisdictions other than the United States or Singapore and most of their assets are located outside the United States or Singapore. As a result, it may be difficult for a shareholder to effect service of process within the United States or Singapore upon these individuals, to bring an action against us or these individuals in the United States, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.
The United States and the Cayman Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of U.S. courts in civil and commercial matters and that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers, predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers, predicated upon the securities laws of the United States or any state in the United States. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments with the United States), the courts of the Cayman Islands may recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts of the United States against the Company under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and may give a judgment based thereon, provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from United States courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
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As a result of all of the above, our public shareholders may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.
The dual listing of our equity securities in different markets is costly to maintain and may result in price variations, which may adversely affect the price of the ADSs or our ordinary shares.
The ADSs are listed for trading on the NYSE and our Class A ordinary shares are listed for trading on the SGX-ST. Maintaining dual listings may generate additional costs, including legal, accounting, investor relations, and other expenses that we would not incur if we were listed only on a single market. In addition, price variations between these two markets may result from the dual listing. Trading in ADSs and Class A ordinary shares on these markets, respectively, is in different currencies, with U.S. dollars on the NYSE and Singapore dollars on the SGX-ST, and at different times as a result of different time zones, different trading days and different public holidays in the United States and Singapore. Given these and other factors, such as differences in exchange rates, the ADSs and our Class A ordinary shares may trade at different prices on NYSE and SGX-ST, respectively. Furthermore, market influences in one market may influence the price in the other. All of the foregoing factors may adversely affect the price of the ADSs or our Class A ordinary shares.
If securities or industry analysts do not publish or publish inaccurate or unfavorable research about our business, or if they adversely change their recommendations regarding the ADSs or our Class A ordinary shares, the market price or trading volume for the ADSs or our Class A ordinary shares could decline.
The respective trading markets for the ADSs and our Class A ordinary shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades the ADSs or our Class A ordinary shares or publishes inaccurate or unfavorable research about our business, the market price for the ADSs or our Class A ordinary shares would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for the ADSs or our Class A ordinary shares to decline.
The sale or availability for sale of substantial number of the ADSs or our Class A ordinary shares in the public market could adversely affect their market price.
Sales of substantial numbers of the ADSs or our Class A ordinary shares in the public market, or the perception that these sales could occur, could adversely affect the market price of the ADSs or our Class A ordinary shares and could materially impair our ability to raise capital through equity offerings in the future. As of the date of this annual report, AMTD IDEA Group has 254,923,518 Class A ordinary shares, including 143,695,404 Class A ordinary shares represented by ADSs, and 302,132,721 Class B ordinary shares issued and outstanding, respectively. All of the ADSs representing our Class A ordinary shares are freely tradable by persons other than our “affiliates” without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act.
Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.
Under our dual-class share structure, our ordinary shares consist of Class A ordinary shares and Class B ordinary shares. In respect of matters requiring the votes of shareholders, holders of Class B ordinary shares will be entitled to twenty votes per share, while holders of Class A ordinary shares will be entitled to one vote per share based on our dual-class share structure. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment, or disposition of any Class B ordinary shares by a holder thereof to any person other than our founder, Dr. Calvin Choi, or any other person or entity designated by Dr. Choi, such Class B ordinary shares are automatically and immediately converted into an equal number of Class A ordinary shares.
As of the date of this annual report, our Controlling Shareholder beneficially owned 142,782,558 of our issued and outstanding Class B ordinary shares (excluding the treasury shares held by the Company). These Class B ordinary shares constitute approximately 25.6% of our total issued and outstanding ordinary shares and 46.0% of the aggregate voting power of our total issued and outstanding ordinary shares due to the disparate voting powers associated with our dual-class share structure. See “Item 6.E. Directors, Senior Management and Employees—Share Ownership.” As a result of the dual-class share structure and the concentration of ownership, holders of Class B ordinary shares will have considerable influence over matters such as decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. Such holders may take actions that are not in the best interest of us or our other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of the ADSs. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares and ADSs may view as beneficial.
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Because the amount, timing, and whether or not our holding company distribute dividends at all is entirely at the discretion of our board of directors, you must rely on price appreciation of the ADSs or our Class A ordinary shares for return on your investment.
Although we currently intend to distribute dividends in the future, the amount, timing, and whether or not AMTD IDEA Group, our holding company actually distribute dividends at all is entirely at the discretion of our board of directors.
Our board of directors has complete discretion as to whether to distribute dividends. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject to certain restrictions under the Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiary, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in the ADSs or our Class A ordinary shares will likely depend entirely upon any future price appreciation of the ADSs or our Class A ordinary shares. We cannot assure you that the ADSs or our Class A ordinary shares will appreciate in value in the future or even maintain the price at which you purchased the ADSs or our Class A ordinary shares. You may not realize a return on your investment in, and you may even lose your entire investment in, the ADSs or our Class A ordinary shares.
The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to direct how the Class A ordinary shares represented by your ADSs are voted.
Holders of ADSs do not have the same rights as our registered shareholders. As a holder of ADSs, you will not have any direct right to attend general meetings of our shareholders or to cast any votes at such meetings.
You will only be able to exercise the voting rights that are carried by the underlying Class A ordinary shares represented by your ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit agreement. Under the deposit agreement, you may vote only by giving voting instructions to the depositary. If we instruct the depositary to ask for your instructions, then upon receipt of your voting instructions, the depositary will try, as far as practicable, to vote the underlying Class A ordinary shares represented by your ADSs in accordance with your instructions.
If we do not instruct the depositary to ask for your instructions, the depositary may still vote in accordance with instructions you give, but it is not required to do so. You will not be able to directly exercise your right to vote with respect to the underlying Class A ordinary shares represented by your ADSs unless you withdraw the shares and become the registered holder of such shares prior to the record date for the general meeting. Under our currently effective memorandum and articles of association, the minimum notice period required to be given by our company to our registered shareholders for convening a general meeting is seven (7) days.
When a general meeting is convened, you may not receive sufficient advance notice of the meeting to withdraw the Class A ordinary shares underlying your ADSs and become the registered holder of such shares to allow you to vote directly with respect to any specific matter or resolution to be considered and voted upon at the general meeting. In addition, under our currently effective memorandum and articles of association, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and fix in advance a record date for such meeting, and such closure of our register of members or the setting of such a record date may prevent you from withdrawing the Class A ordinary shares underlying your ADSs and becoming the registered holder of such shares prior to the record date, so that you would not be able to attend the general meeting or to vote directly. If we ask for your instructions, the depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to you. We have agreed to give the depositary at least 40 days’ prior notice of shareholder meetings.
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Nevertheless, we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the underlying Class A ordinary shares represented by your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to direct how the Class A ordinary shares underlying your ADSs are voted and you may have no legal remedy if the Class A ordinary shares underlying your ADSs are not voted as you requested.
Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings.
We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available to you in the United States unless we register both the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirement is available. Under the deposit agreement, the depositary will not make rights available to you unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act or exempt from the registration requirement under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective and we may not be able to establish a necessary exemption from registration under the Securities Act. Accordingly, you may be unable to participate in our rights offerings in the future and may experience dilution in your holdings.
You may not receive cash dividends if the depositary decides it is impractical to make them available to you.
The depositary will pay cash distributions on the ADSs only to the extent that we decide to distribute dividends on our Class A ordinary shares or other deposited securities. To the extent that there is a distribution, the depositary has agreed to pay you the cash dividends or other distributions it or the custodian receives on our Class A ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of Class A ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs.
We and the depository are entitled to amend the deposit agreement and to change the rights of ADS holders under the terms of such agreement, and we may terminate the deposit agreement, without the prior consent of the ADS holders.
We and the depository are entitled to amend the deposit agreement and to change the rights of the ADS holders under the terms of such agreement, without the prior consent of the ADS holders. We and the depositary may agree to amend the deposit agreement in any way we decide is necessary or advantageous to us. Amendments may reflect, among other things, operational changes in the ADS program, legal developments affecting ADSs or changes in the terms of our business relationship with the depositary. In the event that the terms of an amendment are disadvantageous to ADS holders, ADS holders will only receive 30 days’ advance notice of the amendment, and no prior consent of the ADS holders is required under the deposit agreement. Furthermore, we may decide to terminate the ADS facility at any time for any reason. For example, terminations may occur when we decide to list our shares on a non-U.S. securities exchange and determine not to continue to sponsor an ADS facility or when we become the subject of a takeover or a going-private transaction. If the ADS facility will terminate, ADS holders will receive at least 90 days’ prior notice, but no prior consent is required from them. Under the circumstances that we decide to make an amendment to the deposit agreement that is disadvantageous to ADS holders or terminate the deposit agreement, the ADS holders may choose to sell their ADSs or surrender their ADSs and become direct holders of the underlying Class A ordinary shares, but will have no right to any compensation whatsoever.
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ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiffs in any such action.
The deposit agreement governing the ADSs representing our Class A ordinary shares provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial of any claim that they may have against us or the depositary arising out of or relating to our ordinary shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.
If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement.
If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us or the depositary. If a lawsuit is brought against us or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action.
Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.
You may be subject to limitations on transfer of your ADSs.
Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems it expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of the ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts or Singapore courts may be limited, because we are incorporated under Cayman Islands law.
We are a company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act of the Cayman Islands (as revised) and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under the Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under the Cayman Islands law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands may have a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, with respect to Cayman Islands companies, plaintiffs may face special obstacles, including but not limited to those relating to jurisdiction and standing, in attempting to assert derivative claims in state or federal courts of the United States.
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Shareholders of Cayman Islands companies like us have no general rights under the Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the registers of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. Under the Cayman Islands law, the names of our current directors can be obtained from a search conducted at the Registrar of Companies. Our directors have discretion under our currently effective memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from requirements for companies incorporated in other jurisdictions such as the United States and Singapore. For more details, see “Item 16G. Corporate Governance.”
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our board of directors, or our Controlling Shareholder than they would as public shareholders of a company incorporated in the United States or Singapore.
Our currently effective memorandum and articles of association contain anti-takeover provisions that could discourage a third party from acquiring us, which could limit our shareholders’ opportunity to sell their shares, including Class A ordinary shares represented by the ADSs, at a premium.
Our currently effective memorandum and articles of association contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to create and issue new classes or series of shares (including preferred shares) and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, in the form of ADSs or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of the ADSs or our Class A ordinary shares may fall and the voting and other rights of the holders of our ordinary shares and the ADSs may be materially and adversely affected.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.
Because we qualify as a foreign private issuer under the Securities Exchange Act of 1934, as amended, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:
| ● | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; |
| ● | the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; |
| ● | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
| ● | the selective disclosure rules by issuers of material nonpublic information under Regulation FD. |
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We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.
As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that may differ significantly from the NYSE listing standards and the SGX-ST listing standards; we are not generally subject to the continuing listing requirements of the SGX-ST and Rule 210(10) of the Listing Manual does not apply to our company due to our secondary listing on the SGX-ST; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE listing standards or SGX-ST listing standards.
As a Cayman Islands company listed on the NYSE and SGX-ST, we are subject to the NYSE listing standards and certain SGX-ST listing standards. However, we are not generally subject to the continuing listing requirements of the SGX-ST and Rule 210(10) of the Listing Manual does not apply to our company due to our secondary listing on the SGX-ST, and the NYSE rules permit a foreign private issuer like us to follow the corporate governance practices of its home country or. Similarly, the SGX-ST generally relies on the NYSE to regulate our company. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the NYSE listing standards and the SGX-ST listing standards.
We are permitted to elect to rely on home country practice to be exempted from the NYSE corporate governance requirements. For more details, see “Item 16G. Corporate Governance.” Our shareholders may be afforded less protection than they would otherwise enjoy under the NYSE listing standards applicable to U.S. domestic issuers or the SGX-ST listing standards applicable to Singapore domestic issuers or foreign issuers with a primary listing on the SGX-ST.
It is likely that we were a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for the taxable year ended December 31, 2024, and it is possible that we may be a PFIC for the current taxable year and for future taxable years, which could result in adverse U.S. federal income tax consequences for U.S. Holders of our ADSs or ordinary shares.
We will be classified a “passive foreign investment company,” or “PFIC,” for a given taxable year if either (i) 75% or more of our gross income for such year consists of certain types of “passive” income (the “income test”) or (ii) 50% or more of the average quarterly value of our assets during such year is attributable to assets that produce or are held for the production of passive income (the “asset test”). Based on our current income and assets, including goodwill and the value of the assets held by our strategic investment business, it is likely that we were a PFIC for the taxable year ended December 31, 2024, and, it is possible that we may be a PFIC for the current taxable year and for future taxable years. It is also possible that any subsidiary that we own or are treated as owning for U.S. federal income tax purposes could be a PFIC for such taxable years. If we are a PFIC for any taxable year during which U.S. Holders hold our ADSs or ordinary shares, we would generally continue to be treated as a PFIC with respect to such U.S. Holders even if we do not satisfy either of the above tests to be classified as a PFIC in a subsequent year. PFIC status is a factual determination made annually after the close of each taxable year. Because our PFIC status depends upon the composition of our income and assets and the market value of our assets from time to time and because application of the PFIC rules is subject to uncertainties, there can be no assurances regarding our PFIC status for any particular year. See “Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”
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We may incur additional costs since we not longer qualify as an emerging growth company.
We ceased being an “emerging growth company” as at the end of the 2024 and we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC.
Item 4. INFORMATION ON THE COMPANY
| A. | History and Development of the Company |
Our Company
In 2015, our Controlling Shareholder commenced capital market solutions, and strategic investment businesses. From February to April 2019, through restructuring, both the capital market solutions, and strategic investment businesses were carved out from our Controlling Shareholder and injected into the Company.
As part of the restructuring, in February 2019, AMTD International Inc. was incorporated as an exempted company with limited liability under the laws of the Cayman Islands initially as a wholly-owned subsidiary of our Controlling Shareholder. In April 2019, the abovementioned restructuring was completed, and AMTD International Inc. became the holding company of our businesses. In March 2022, with the approval of our shareholders, we changed our company name from “AMTD International Inc.” to “AMTD IDEA Group.”
We are a holding company incorporated in the Cayman Islands and conduct our businesses through our subsidiaries in Europe, the United Kingdom, the United States, and Asia. See “Item 4.C. Information on the Company—Organizational Structure” for a diagram illustrating our corporate structure as of the date of this annual report.
On August 5, 2019, the ADSs commenced trading on the NYSE. AMTD IDEA Group issued and sold a total of 23,873,655 ADSs representing 23,873,655 Class A ordinary shares at an initial offering price of US$8.38 per ADS. The ADSs are currently traded under the ticker symbol “AMTD.”
In March 2020, AMTD IDEA Group listed a US$1.0 billion medium term note program, or the MTN Program, for a period of twelve months by way of debt issues to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) on the Stock Exchange of Hong Kong Limited. Under the MTN Program, AMTD IDEA Group may from time-to-time issue medium term notes or perpetual securities up to an aggregate amount of US$1.0 billion. We intend to use the net proceeds from the issuances of debt securities under the MTN Program for long-term development needs, international expansion, and general corporate purposes. In April 2020, AMTD IDEA Group dual-listed the MTN Program on the SGX-ST. Later in the same month, we extended an invitation to holders of the US$200 million 7.625% senior perpetual securities of AMTD Group, or the Existing Securities, to offer exchange any and all of their outstanding Existing Securities for new securities to be issued by AMTD IDEA Group under the MTN Program.
In May 2020, AMTD IDEA Group issued US$200 million 7.25% senior perpetual securities and SG$50 million 4.5% senior perpetual securities. In October 2021, we redeemed perpetual securities with a principal amount of approximately SG$11.2 million (US$8.3 million) as part of our active balance sheet management targeting for early repayment of outstanding exposures.
On April 8, 2020, AMTD IDEA Group was dual listed by way of introduction of 23,873,655 Class A ordinary shares on the SGX-ST under the symbol “HKB,” being Class A ordinary shares that have been registered with the SEC as part of our initial public offering and listing on the NYSE in August 2019, and which were previously represented by the ADSs listed for trading on the NYSE.
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Effective on January 31, 2022, the ticker symbol for the ADSs was changed to “AMTD.” Our company name was changed from “AMTD International Inc.” to “AMTD IDEA Group” upon the approval and adoption by way of extraordinary general meeting of shareholders on March 1, 2022.
During the year ended December 31, 2022, we acquired a total of 31,732,000 Class A ordinary shares and 24,202,000 Class B ordinary shares of AMTD Digital, priced at US$17.75 per share, from certain of its shareholders, including our Controlling Shareholder, for a total consideration of approximately US$992.6 million. We issued a total of 67,200,330 Class A ordinary shares and 51,253,702 Class B ordinary shares in settlement of the consideration payable for the acquisition. We held 97.1% shareholding of AMTD Digital immediately following the acquisition. We became the controlling shareholder of AMTD Digital and consolidated it in our consolidated financial statements accordingly. AMTD Digital is a comprehensive one-stop digital solutions platform headquartered in France and was a subsidiary of AMTD Group prior to the acquisition. In July 2022, AMTD Digital completed its initial public offering and its ADSs began trading on the New York Stock Exchange.
In early 2022, we acquired 100% of the equity interest in L’Officiel, a global fashion media holding group.
In April 2022, we entered into a share purchase agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited. Pursuant to the share purchase agreement, for a period of 72 consecutive months, we are entitled to draw down up to an aggregate limit of US$50 million in exchange for our Class A ordinary shares, at a per-share price equal to 90% of the average daily closing price during a 20-trading-day pricing period determined in accordance with the share purchase agreement, subject to other terms and conditions therein. We concurrently entered into a registration rights agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited, granting GEM Global Yield LLC SCS certain customary registration rights in connection with securities issued and sold pursuant to the share purchase agreement.
On November 22, 2022, we effected an ADS ratio change from the previous ratio of one (1) ADS to one (1) Class A ordinary share to a new ratio of one (1) ADS to two (2) Class A ordinary shares.
In December 2022, we repurchased approximately 36.9 million Class B ordinary shares from AMTD Group for US$320.6 million (HK$2.5 billion).
In February 2023, we acquired 96.1% of the equity interest in WME Assets from AMTD Group for a net purchase consideration of US$268 million, which was settled by us through the issuance of 30,875,576 newly issued Class B ordinary shares to AMTD Group. WME Assets holds a global portfolio of premium whole building properties, with a fair market value of approximately US$500 million at the time we entered into the relevant agreements. The acquisition was followed immediately by our injection of WME Assets into AMTD Digital at the same valuation in return for 515,385 newly issued Class B ordinary shares of AMTD Digital.
In April 2023, AMTD IDEA Group issued an aggregate of 45,000,000 ADSs, representing 90,000,000 Class A ordinary shares, to certain selected investors for a total consideration of US$93.6 million.
In August 2023, AMTD IDEA Group authorized a new share repurchase program under which it may repurchase up to US$20 million of its ADSs or ordinary shares until the close of business on December 29, 2023. The cap was subsequently increased to US$40 million and the program was extended until the end of the last business day of the first quarter in 2024. In February 2024, the Company has completed the repurchase of all of the shares authorized under the US$40 million repurchase program.
In August 2023, AMTD IDEA Group approved the subscription of Class B ordinary shares from AMTD Digital for a total consideration of not more than US$100 million (at US$520 per share) and voluntarily committed to a 5-year lock up period on such shares acquired. The subscription of Class B ordinary shares of AMTD Digital has been completed in December 2023.
In October 2023, we acquired 100% of the equity interest in The Art Newspaper, the group holding one of the top publications of the art industry internationally and a leading source of information in the art world.
In November 2023, WME Assets entered into a definitive agreement with an independent third party to dispose of certain real estate assets. The consideration for the disposal was determined with reference to the assets’ then latest valuation, with potential adjustments based on the final valuation performed by the independent valuer. The disposal was carried out with an aim to reallocate the proceeds into other premium assets at more preferred locations or more favorable pricing.
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In November 2023, AMTD IDEA Group, AMTD Group and AMTD Digital set up a joint entity, AMTD World Media and Entertainment Group, in Paris, France, to embark and focus on global strategies and developments of a multi-media, entertainment and cultures worldwide platform.
On November 17, 2023, we effected an ADS ratio change from the previous ratio of one (1) ADS to two (2) Class A ordinary shares to a new ratio of one (1) ADS to six (6) Class A ordinary shares.
In December 2023, we repurchased approximately 4.8 million Class B ordinary shares from AMTD Group for US$40 million.
In February 2024, AMTD IDEA Group further authorized a new share repurchase program under which it may repurchase up to US$20 million of its ADSs or ordinary shares until the end of the last business day of the first quarter of 2024.
From October 2024 through November 2024, a series of reorganization steps (collectively, the “TGE Reorganization”) were taken to (i) establish The Generation Essentials Group (formerly known as “World Media and Entertainment Universal Inc.”) as the holding company transfer and consolidate the business of L’Officiel, The Art Newspaper, WME Assets Group and certain movie rights investments into TGE, and (ii) AMTD Digital Inc. acquired the controlling stake of TGE.
In November 2024, the Company issued 12,157,782 Class A ordinary shares for US$20 million.
In January 2025, TGE and Black Spade Acquisition II Co, a special purpose acquisition company founded by Black Spade Capital, or Black Spade II, entered into a business combination agreement. Upon the completion of the transactions contemplated by the business combination agreement, the combined company will retain its name “The Generation Essentials Group” and its headquarters in Paris, and its ordinary shares will be listed on a U.S. stock exchange. The business combination values TGE at an equity value of approximately US$488 million, not including cash from BSII’s approximately US$153 million of cash in trust (assuming no BSII shareholders elect to have their BSII shares redeemed for cash as permitted).
Our principal executive offices are located at 66 rue Jean-Jacques Rousseau, 75001 Paris, France. Our telephone number at this address is +33(0)1 4236 4597. Our registered office in the Cayman Islands is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands. Our agent for service of process in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, DE 19711. Our website is https://www.amtdinc.com. The information on our websites should not be deemed to be part of this annual report. The SEC also maintains a website at https://www.sec.gov that contains reports, proxy, and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.
| B. | Business Overview |
We are currently operating under three main business lines:
| ● | Capital Market and Digital Solutions Services. We offer a broad range of capital market solutions services and one-stop, cross-market and intelligent digital solutions services to our clients. We are able to serve clients and develop long-term relationships through multiple engagements. |
| ● | Media and Entertainment Services. TGE, our consolidated entity, publishes printed and digital versions of L’Officiel and The Art Newspaper to a wide scope of readers globally. TGE has also entered the movie production sector and partnered with production companies to present a number of Asia-focused blockbuster movies globally. TGE also make long-term strategic investments through several entities in our group, focusing on global financial and new economy sectors. |
| ● | Hotel Operations, Hospitality and VIP Services. WME Assets, a subsidiary of TGE, holds premium whole building properties and provide hospitality services in Hong Kong and Singapore. WME Assets offers a customer-centric VIP members approach for its business portfolio in key areas comprising stylish hotels and serviced apartments, food and beverage, and club membership services. |
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Capital Market Solutions
Our capital market solutions business provides a one-stop solution for corporate and other institutional clients..
We derive fee income from the capital market solutions business. We generally charge fees based on a percentage of transaction value. This percentage is negotiated and determined by a number of factors including (i) the type of transaction, (ii) the size of the transaction, (iii) the complexity of the transaction, (iv) state of the market, and (v) client relationship dynamic.
Digital Solutions Services
AMTD RSG, a wholly-owned subsidiary of AMTD Digital Inc., was a member of the Hong Kong Confederation of Insurance Brokers since October 2004. Pursuant to the new statutory regime for regulation of insurance intermediaries established in September 2019, AMTD RSG was granted a deemed insurance brokerage license issued by the Hong Kong Insurance Authority. AMTD RSG had been subsequently granted the insurance broker company license for general and long term business (including linked long term business) by the HKIA on September 9, 2022.
Through AMTD Digital Inc., we offer a wide spectrum of general and life insurance solutions to clients in various industries. Our services are led by a team of experienced members in the insurance industry, and we have established long-standing cooperation with a variety of global insurers, re-insurers, and insurance solution provider partners.
We provide customized insurance products and solutions primarily underwritten by our insurance partners mainly in the following four risk categories:
| ● | Property Risk. Property risk relates to physical loss, destruction, or damage to physical property. For example, we provide property all-risk and construction all-risk solutions that may include relevant insurance products underwritten by our insurance partners. |
| ● | Liability Risk. Liability risk relates to claims resulting from injuries or damages to a third party. For example, we provide directors and officers liability, professional indemnity, and employee compensation risk solutions that may include relevant insurance products underwritten by our insurance partners. |
| ● | Financial Loss Risk. Financial loss risk relates to actions or events that may impact business operations and result in financial loss. For example, we provide business interruption risk solutions that may include relevant insurance products underwritten by our insurance partners. |
| ● | Personal Risk. Personal risk relates to injury, illness, or death of individuals or a group of individuals. For example, we provide life and health risk solutions that may include relevant insurance products underwritten by our insurance partners. |
We continually optimize insurance offerings on our platform through cooperation with new insurance, channel, and service partners to meet our clients’ evolving needs. For example, we recently offered various cyber insurances on our platform underwritten by our insurance partners. Cyber insurance solution typically provides analysis, recommendations, and coverage for a variety of risks, including: first-party coverage against losses related to cyber-attacks, such as data destruction, hacking, theft, and extortion; and indemnification against lawsuits related to cyber-attacks and errors and omissions that may have caused such cyber-attacks, such as failure to safeguard data.
Our comprehensive insurance service can be provided with flexibility and typically covers the following stages:
| ● | Comprehensive Risk Identification. In consultation with clients, we leverage our expertise in the insurance industry to conduct a comprehensive analysis and determination of total risk exposure and risk tolerance. For insurable risks, we also conduct a mapping of existing risk coverage across industries, types, and geographical regions. |
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| ● | Optimal Solution and Coverage Structure Design. Based on our extensive knowledge in the insurance industry, we conduct tailored consultation and optimal insurance program structure and solution design to meet the demands of clients. |
| ● | Insurance Placement for Insurable Risks. For identified and requested insurable risks, we leverage proprietary industry resources, experience, expertise, and influence to provide tailored design of underwriting syndicate, for example, primary and excess insurance layer design, and select and negotiate with optimal insurers. On behalf of our clients, we then calibrate quotation and key insurance solution terms and conditions, and ultimately proceed to facilitate the inception of cover. |
Our clients for insurance consist primarily of corporate clients and, to a lesser extent, retail clients.
Media and Entertainment Business
TGE, our consolidated entity, provides fashion, arts and luxury media advertising and marketing services. TGE sells printed and digital publications and provides print and digital advertising campaigns and marketing services to customers.
TGE also operates in the movie production sector and partners with established production companies to present Asia-focused blockbuster movies globally. TGE enters into movie income right agreements with production houses and is entitled to certain percentage of the variable profit to be derived from the release movies.
L’Officiel
L’Officiel, full name L'Officiel de la couture et de la mode de Paris, is one of the oldest and top fashion magazines in the world. L'Officiel was first published in France in 1921. It is widely regarded as “the Bible of fashion and of high society.” It is internationally present in 28 countries and engages millions of fashion enthusiasts worldwide. The magazine brings together numerous luxury brands, A-list artists, designers, celebrities and trendy IPs and offers extensive contents including high-end to high-street fashion for both women and men, beauty, culture, watches, arts and lifestyles.
The Art Newspaper
Founded in 1990 and headquartered in London, The Art Newspaper is one of the top publications of the art industry internationally and a leading source of information in the art world. The publication is the journal of record for the arts world covering international news and events, focusing on contemporary and modern art, fine art, decorative art and designs. It enjoys the reputation as the bible of the art industry and is the designated publication for many of the largest and most prominent art events such as Frieze, Art Basel, Art Dubai, Art Week Tokyo, Art Busan, etc.
Entertainment
TGE is a new entrant and an up-and-comer in the movie production sector. TGE partners with leading production companies to present a number of blockbuster movies globally.
Strategic Investments
Our investment business focuses on long-term equity investments in leading companies in their respective verticals. Our portfolio companies allow us to access unique opportunities and resources to augment and complement our ecosystem, optimize our business operations or generate financial returns.
Through TGE, we hold equity investments in two major Chinese regional banks, Bank of Qingdao Co., Ltd (Hong Kong Stock Exchange stock code: 3866; Shenzhen Stock Exchange stock code: 002948) and Guangzhou Rural Commercial Bank Co., Ltd (Hong Kong Stock Exchange stock code: 1551).
Hospitality and VIP Services
WME Assets, a subsidiary of TGE, holds premium building properties and provides hospitality services. WME Assets focuses on and specializes in hospitality and lifestyle concepts and offers a customer-centric VIP members approach for its business portfolio in the key areas comprising stylish hotels and serviced apartments, F&B, and club membership services in Hong Kong and Singapore, with plans for further global expansion.
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Intellectual Property
We own or have the right to use to valuable intellectual property which include:
|
● | trademarks,
including our magazines’ key brands and trade names, such as “L’Officiel”, “
,” “  ,”
“L’Officiel Hommes,” “L’Officiel Art,” “L’Officiel Voyage,” “L’Officiel
Art,” “L’Officiel Watches,” “  ,”
“La Revue des Montres,” “The Art Newspaper,” “ .” |
| ● | copyrights in certain printed and digital publication materials (current and archived), images, photographs, videos, media clips, written materials, articles and commentary in the L’Officiel and The Art Newspaper magazines and stored in the digital libraries. |
| ● | domain names; and |
| ● | licenses of intellectual property rights, including rights to many of the photos appearing in our print and digital publications, third-party content appearing in the L’Officiel and The Art Newspaper magazines and stored in the digital libraries. |
Our intellectual property assets are, collectively, among our most valuable assets and are critical to our continued success and our competitive position. To protect our intellectual property assets, we rely on a combination of intellectual property rights, such as trademarks, copyrights and trade secrets (including know-how), in addition to internal policies, employee and third-party nondisclosure agreements, intellectual property licenses and other contractual rights. Specifically, we enter into confidentiality and non-disclosure agreements with our employees, business partners and other relevant parties to protect our proprietary rights. The foregoing notwithstanding, there can be no assurance that our efforts will be successful. Even if our efforts are successful, we may incur significant costs in defending our rights.
It is equally important for us to operate without infringing, misappropriating, or otherwise violating the intellectual property or proprietary rights of others. From time to time, third parties may raise IP infringement claims against us alleging infringement of their intellectual property rights.
A comprehensive discussion on risks relating to intellectual property is provided under the sections titled “Item 3. Risk Factors — Risks Relating to Our Businesses and Industries — Our business may suffer if the intellectual property we use in our business is not protected” and “Risk Factors — Risks Relating to Our Business and Industry — We may be subject to claims of intellectual property infringement that could adversely affect our business.”
Competition
Our business model is relatively unique, and few companies can compare with us in terms of the breadth of our business sectors spanning from digital solutions services, media and entertainment services, hospitality services to digital investments. However, we face competition in all of these business verticals.
With respect to our capital market solutions businesses, our primary competitors are international investment banking firms, financial advisory firms and financial institutions, many of which have greater financial and other resources as well as scale and are capable of offering a wider range of products and services, such as loans, deposit-taking, and a full range of investment banking services. Some of our competitors also have the ability to use revenues derived from commercial banking, insurance, and other financial services in an effort to gain market share. In addition, we operate these businesses in a highly competitive environment and the barriers to entry into these businesses are low.
With respect to digital financial services, our primary competitors include FinTech companies, traditional financial institutions and consumer technology platforms in Asia. For our insurance solutions business, we compete with other corporate-focused insurance providers and other insurance solutions platforms in Asia.
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We compete with other publishers for market share and for the time and attention of readers of media content. We also compete with digital publishers and other forms of media, including, among others, social media platforms, search platforms, portals and digital marketing services for audience and for advertising customers. Competition among publishers for readership is primarily based on editorial content, brand perception, quality, price and effectiveness of distribution. Competition for subscription-based readership is also based on subscriber acquisition and retention, and competition for newsstand-based readership is also based on cover selection and the placement and display of publications in retail outlets. Technological advances and the growing popularity of digitally-delivered content and mobile consumer devices, such as smartphones and tablets, have introduced significant new competition for circulation in the form of readily available free or low-priced digital content. Competition among print publications and digital publishers for advertising is primarily based on the circulation and readership of publications and the number of visitors to websites, respectively, the demographics of customer bases, advertising rates, the effectiveness of advertising sales teams and the results observed by advertisers. The shift in consumer preference from print media to digital media, as well as growing consumer engagement with digital media, such as online and mobile social networking, have introduced significant new competition for advertising. The use of digital devices as distribution platforms for content has also lowered the barriers to entry for launching digital products that compete with our business. Nonetheless, we believe that our quality brands, reputation and the implementation of the direct ownership model provide us with significant competitive advantages.
The entertainment industry is intensely competitive and subject to rapid change. The films we produce and invest in compete for audience and exhibition outlets with films presented by other companies. We compete with production companies and other content producers in obtaining content for our service, both for licensed content and for original content projects; we also compete with these entities for the services of directors, producers, casts and other creative and technical personnel and production financing, all of which are essential to the success of our entertainment business. We also compete with a broad set of activities for consumers’ leisure time, including other entertainment providers, such as TV, streaming entertainment providers, video gaming providers and more broadly against other sources of entertainment and recreation, like social media, that our target audience could choose in their free time. In the area of movie right investment, we compete with other investors in terms of participation in film projects that we have identified. Such competition is based on a number of factors including our funding as well as other resources.
We also compete with other hotel operators and hospitality service providers with respect to our hotel operations, hospitality and VIP services.
For additional information concerning the competitive risks that we face, see “Item 3. Key Information—D. Risk Factors.”
Data Privacy and Security
We are committed to protecting the information and privacy of our audience and customers. We have established and implemented a strict platform-wide policy on data collection, processing and usage. We collect information and other data that is related to the services we provide, with prior consent.
To ensure the confidentiality and integrity of our data, we maintain a comprehensive and rigorous data security program. We anonymize and encrypt confidential information and take other technological measures to ensure the secure processing, transmission and usage of data. We have also established stringent internal protocols under which we grant classified access to confidential data only to limited employees with access authorization.
We back up our core data on a real-time basis and other data on a daily basis in separate and various secured data back-up systems to minimize the risk of data loss.
Global Government Regulation
United States
Part of our business operations is conducted in the United States. This section summarizes the most significant rules and regulations that affect our business activities in the United States.
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Overview and General Principles
The First Amendment of the U.S. Constitution protects the right to free speech, which significantly restricts the ability of the U.S. government to regulate magazine publication and film distribution. However, not all content is protected by the First Amendment, and the U.S. courts have identified certain categories of speech that can be the subject of government regulation. Additionally, various U.S. laws and regulations apply to different aspects of business that are important for magazine publishers and film distributors, including rules governing protection of intellectual property and advertising.
This section provides an overview of content regulation and key regulatory regimes that apply to various aspects of our company that publish magazines and distribute films.
Content Regulation
The First Amendment of the U.S. Constitution prohibits federal lawmakers from passing any laws abridging the freedom of speech or of the press. This prohibition also extends to state governments through the Due Process Clause of the Fourteenth Amendment. These restrictions generally prevent the U.S. government from regulating and restricting published content, including magazines and film.
However, not all content is protected by the First Amendment, and U.S. courts have recognized certain categories of speech that can be regulated and even prohibited in certain circumstances. The categories of content subject to government regulation that are most relevant to media publication and distribution include false statements of fact, commercial speech, content that intrudes upon an individual’s right to privacy and seclusion, and content that the average person would consider obscene or pornographic. U.S. courts have permitted the government to apply narrowly tailored laws and regulations that moderate these categories of speech, including prohibiting the content in certain circumstances (e.g., prohibiting false and misleading advertising and content that would be considered obscene), imposing criminal and civil liability for harm caused by content (e.g., for false statements of fact that constitute slander or libel), and restricting sales and distribution of some types of content (e.g., age restrictions for the purchase of pornographic materials).
There is no central or general regulatory authority that is responsible for content regulation. Lawmakers determine the appropriate rules and regulations, and the U.S. enforcement agencies apply these rules and regulations with the U.S. court system adjudicating disputes and enforcement actions.
Intellectual Property
The United States has a well-developed regulatory regime governing intellectual property protection, an important area of law for companies like us that publish and distribute media. Intellectual property protection can be generally divided into three overlapping regulatory regimes that govern: (i) patents, (ii) trademarks; and (iii) copyrights.
Patents protects (i) useful inventions (utility patents); (ii) new, original, and ornamental designs of manufactured articles (design patents); and (iii) distinct and new varieties of plants (plant patents). Patents are regulated exclusively at the federal level by the U.S. Patent and Trademark Office, or the USPTO, and the designated federal courts. The USPTO decides in the first instance which patent protections to grant and also provides legal and regulatory guidance for inventors seeking patent protections. Once the USPTO grants patent protection, an inventor seeking to enforce his or her patent rights against another party must bring a claim in federal court. The U.S. Court of Appeals for the Federal Circuit has exclusive authority to review USPTO patent decisions as well as lower court patent infringement decisions. A party seeking further review may petition the U.S. Supreme Court to review the decisions of the U.S. Court of Appeals for the Federal Circuit. The U.S. Supreme Court has discretion over whether to hear such cases.
Trademarks include brand names, symbols, slogans, packaging and other designs that are used by an entity to identify and distinguish its goods or services in a particular marketplace. Trademarks are regulated in a similar manner as patents by the same government entities, with two key differences. First, trademark rights do not require registration; rather, a party establishes trademark rights through commercial use of the mark. However, trademark registration can strengthen protections. Second, trademarks are also protected and regulated at the state level, which means that state enforcers also oversee trademark protections, and that trademark disputes can be litigated in both state and federal court.
Copyrights protect original works of intellectual and artistic expression and cover a wide variety of content, including magazines and movies. Copyrights are regulated exclusively at the federal level under a regime separate from the one that applies to patent and trademark protection. An author automatically obtains a copyright over work as soon as it is committed to a medium, including paper, film or electronic memory. The U.S. Copyright Office oversees copyright protections and provides legal and regulatory guidance to authors. It also allows authors to register copyrighted material, which is in turn recorded and stored in the Library of Congress. Although registration is not necessary to obtain copyright protection, it is generally a prerequisite for a copyright holder to seek enforcement in court. Federal courts adjudicate most copyright disputes, while the Copyright Claims Board has authority to resolve certain smaller and more limited disputes.
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The Digital Millennium Copyright Act also plays an important role in copyright protection. This act protects online service providers from copyright liability arising from user activities; for example, the Act applies when a user uses an online service provider to distribute copyrighted works, such as a movie or periodical, without proper authorization or permission. The Digital Millennium Copyright Act establishes a self-regulatory process for copyright enforcement in which an online service provider must participate in order to qualify for protections from liability. Through this process, copyright holders can submit complaints and takedown notices directly to an online service provider for an alleged violation by a user using the service. The online service provider must then take action to comply with the complaint and remove the allegedly infringing material, while giving the affected user notice of the complaint and an opportunity to respond. If the user objects to the complaint, the online service provider must then restore the material and provide notice to the copyright holder, who can then seek further adjudication and enforcement in federal court.
Advertising
A combination of federal and state laws regulate advertising in the United States. At the federal level, the Federal Trade Commission Act prohibits unfair and deceptive advertising and requires claims made in advertisements to be evidence-based. State analogues of the Federal Trade Commission Act similarly prohibit unfair and deceptive advertising. Various rules also prohibit and restrict certain kinds of advertising, such as advertising that uses obscene material, or unfair and deceptive endorsements. The Federal Trade Commission and the state consumer protection regulators enforce these rules directly and on behalf of affected consumers. Some state laws also provide a private right of action, which allows affected consumers to bring claims directly for damages.
The U.S. advertising industry also has certain self-regulatory principles and standards that are issued by non-governmental associations that represent industry members. For example, the Digital Advertising Alliance issues the Self-Regulatory Principles of Transparency and Control, a set of principles aimed at establishing responsible privacy practices for digital advertising. Such principles are voluntary and generally do not carry the force of law. Instead, the industry groups themselves enforce compliance. For example, the Digital Advertising Alliance works with its members and industry associations to monitor and enforce compliance with the Self-Regulatory Principles of Transparency and Control and respond to consumer complaints. However, companies that publicly commit to self-regulatory principles and fail to abide by them can in turn violate the Federal Trade Commission Act and state consumer protection laws.
Magazine Publishing
There is no central authority or set of rules that regulates magazine publishing activities in the United States. However, magazine publishers are subject to various regulatory regimes that are applicable to different aspects of their business. In addition to the regulatory regimes described above, magazine publishers must also be aware of consumer protection laws that govern service offerings and subscriptions, as well as laws and regulations that protect consumers’ personal data privacy. There are also voluntary industry standards and principles of which magazine publishers in the United States should be aware of. This section provides a high-level overview of these regulatory regimes.
Consumer Protection
In addition to overseeing certain aspects of advertising, the Federal Trade Commission and state consumer protection regulators enforce general consumer protection rules that prohibit unfair and deceptive business conduct, including rules that are particularly important to subscription-based services. These rules impose various requirements that magazine publishers must consider, such as rules regarding disclosure of subscription terms, the process for consumers to cancel a subscription, and notices required for recurring payments and renewal. The rules generally aim at preventing subscription providers, including magazine publishers and distributors, from employing practices that are considered unfair and deceptive. The Federal Trade Commission and state consumer protection regulators enforce these rules directly and on behalf of affected consumers. Additionally, where state laws provide a private right of action, affected consumers can bring claims directly for damages.
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Data Privacy
Magazine publishers are also likely to hold significant amounts of personal information of their subscribers, including contact information, billing data, preferences and interests and any other information that they collect and process. As a result, publishers need to comply with applicable data privacy laws. The United States does not have comprehensive consumer privacy law at federal level; instead, there is a fragmented patchwork of state and sector-specific privacy laws.
As of February 2025, nineteen states, including California, Connecticut, Texas, and Virginia, have comprehensive privacy laws that protect personal information of the residents in these states. These laws apply to companies that conduct business in these states and that meet certain thresholds of revenue and/or data processing activities. In California, the California Privacy Protection Agency shares enforcement authority with the state attorney general, which is the state general consumer protection enforcer. California law also provides a limited private right of action for security breaches. In other states, enforcement responsibility of privacy laws is within the authority of each state’s respective attorney general.
Additionally, the Federal Trade Commission has interpreted general consumer protection rules to extend to privacy, requiring companies to provide consumers with a basic level of privacy protections as well as abide by any privacy and data protection-related representations made by a company (e.g., in the form of a privacy notice or privacy terms in a contractual agreement).
Voluntary Industry Standards
Magazine publishers should also be aware of regulations and guidance issued by non-government associations that represent industry members. In the United States, the primary industry association for magazine publishers is the News Media Alliance, an organization that represents most of the major newspaper and magazine publishers in the United States, including both digital and print media publishers. The focus of the News Media Alliance is on advocacy and research, but in the past it has issued principles and standards, such as the Generative Artificial Intelligence Principles aiming at providing guidance on the use of media content to train and develop generative artificial intelligence systems. Similar to other voluntary industry standards, these principles do not carry the force of law, but they can provide helpful guidance for industry participants.
Film Distribution
There is no central authority that oversees film distribution in the United States. However, the federal government has regulatory authority over wire communications, which allows it to regulate most forms of television broadcasting. Additionally, various non-governmental industry associations play a key role in regulating film distribution. This section provides a high-level overview of these regulatory regimes.
Federal Communications Commission
The Federal Communications Commission has authority over wire communications in the United States, including most forms of television broadcasting. However, it has no formal regulatory authority over online streaming services. For film distributors, any movie that is broadcasted over television airwaves must abide by the rules of Federal Communications Commission, including Federal Communications Commission rules in place that prohibit and restrict certain types of content, such as language, nudity, violence and other content that could be considered obscene, indecent and/or profane. The Federal Communications Commission enforces its rules against broadcast networks and providers, who in turn may extend these rules to film distributors seeking to distribute their films on these networks.
Voluntary Industry Regulations
In the absence of significant government regulation, the film industry has different non-governmental associations that play an important role in regulating movies. A key example is the Motion Picture Association, which represents the five major film studios in the United States, including Netflix. The Motion Picture Association established the Motion Picture Association film rating system, which is a widely used system that provides guidance for different types of audience on suitable film content. The Motion Picture Association also rates film trailers, print advertising and other media used to promote a film. The Motion Picture Association rating system is not just for the members, and non-members can also submit films for rating. This rating system is voluntary and is not enforced by law, although most U.S. movie theaters will refuse to exhibit non-rated films. Additionally, certain states have incorporated the ratings system into state and local laws, prohibiting theaters from permitting children under age 18 to view an R-rated or above film without an accompanying adult.
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Italy
Introduction
Our subsidiary, World Media and Entertainment Group indirectly holds a 100% share into L’Officiel Publishing Italia S.r.l., the business of which focuses, among others, on the publication of magazines in Italy (e.g. “L’Officiel,” including the online version made available onto www.lofficielitalia.com) and the distribution of audiovisual works.
The Italian subsidiary is mainly affected by the laws and regulations in the fields of copyright and publishing as well as advertising.
The Italian Subsidiaries are mainly affected by the laws and regulations in the fields of copyright and publishing as well as advertising. The following provides a brief description of the main laws and regulations that govern the Italian subsidiary’s activities in Italy. Although the following brief description contains the main information concerning such regulations that the Italian subsidiary considers material, it is not an exhaustive overview of all applicable laws and regulations. References and discussions to treaties, laws, regulations and other administrative and regulatory documents are entirely qualified by the full text of such treaties, laws, regulations and other administrative and regulatory documents themselves.
Publishing
The Italian subsidiary’s business is subject to a number of laws in the field of publishing. The key regulatory framework includes law 8 February 1948, no. 47, law 5 August 1981, no. 416 and law 7 March 2001, no. 62, which laws set out, among others, a system providing contributions and incentives for publishing businesses.
The offering on the market of copyrighted works (such as articles published on a magazine or a website) are also subject to the Italian copyrights laws and regulations, which include (i) law 22 April 1941, no. 633, which provides for a framework of protection for copyrighted works, and (ii) legislative decree 8 November 2021, no. 177, which implements the “Digital Copyright Directive” (i.e. directive (EU) 2019/790), which directive, among others, provides for rules to ensure remuneration for creators and rightsholders, press publishers and journalists, in particular when their works are used online.
Distribution of audiovisual works
The Italian subsidiary’s business is also subject to the laws and regulations governing the distribution of audiovisual works in Italy. The framework includes legislative decree 31 July 2005, no. 177 (the “Consolidated Italian Audiovisual Media Act” or “CAMA”), as subsequently amended including to implement directive (EU) 2018/1808, which in turn amended the so-called “Audiovisual Media Services Directive (AVMS Directive)” (i.e. directive 2010/13/EU).
The CAMA governs the transmission of television and radio programmes and includes provisions on audiovisual commercial communications and video-sharing platform services. It applies to audiovisual and radio media service providers operating within Italian territory, ensuring that they comply with both national and EU regulations.
Advertising in magazines and newspapers
The Italian subsidiary’s business is subject to laws and regulations governing advertising in magazines and newspapers. Specific provisions requiring transparency in identifying sponsored content and differentiating it from editorial content to prohibit potentially misleading and / or hidden advertising are contained in the CAMA as well as the articles 18-32 of the legislative decree 6 September 2005, no. 206 (the “Italian Consumer Code”), as subsequently amended.
To the extent that the Italian subsidiary is also directly or indirectly involved in advertisement content through celebrities or influencers, Italian subsidiary may also be subject to the guidelines published on 16 January 2024 by the Autorità Garante delle Comunicazioni (AGCM) with the Resolution no. 7/24/CONS in relation to compliance to CAMA and transparency requirements by influencers.
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Singapore
Magazines Publishing
Background
Part of our media and entertainment business operates in Singapore. We currently hold three separate active newspaper permits for the publication of three different L’Officiel magazines in Singapore.
These magazines are considered lifestyle magazines.
The Newspaper and Printing Presses Act 1974, or NPPA, is the legislation applicable to the licensing of newspaper companies in Singapore. The Newspaper and Printing Presses (Applications and Permits) Rules 2004 is the applicable subsidiary legislation and governs the newspaper permit application process.
The Infocomm Media Development Authority, or the IMDA, is a statutory board of the Singapore government which operates under the auspices of the Ministry of Digital Development and Information Singapore and regulates the issuance of newspaper permits in Singapore.
The Registrar of Newspapers as defined in NPPA reports to the general administration of NPPA and exercises the functions imposed by NPPA.
Dr. Feridun Hamdullahpur, an independent director of AMTD, is the holder of the newspaper permit of the L’Officiel magazines.
Application of NPPA
Our publication of magazines in Singapore is governed by NPPA.
Pursuant to Section 2 of NPPA, “newspaper” means any publication containing news, intelligence, reports of occurrences, or any remarks, observations or comments, in relation to such news, intelligence, reports of occurrences, or to any other matter of public interest, printed in any language and published for sale or free distribution at regular intervals or otherwise, but does not include any publication published by or for the government.
A newspaper permit is a regulatory requirement by the IMDA aiming to ensure that newspapers published in Singapore meet content standards that promote responsible content creation and consumption.
Sections 21 to 23 of NPPA provide that a newspaper permit is required for (i) printing or publishing a newspaper in Singapore; (ii) publishing, selling or distributing a Malaysian newspaper in Singapore; or (iii) selling or distributing an offshore newspaper in Singapore. An offshore newspaper is a newspaper published outside Singapore, at intervals not exceeding one week, which carries news or reports on politics and current affairs of any country in Southeast Asia, and with a circulation of 300 or more copies in Singapore.
Relevant Newspaper Permit
As our publication of magazines is in Singapore, the newspaper permit for printing or publication of a newspaper under Section 21 of NPPA apply to our business. Newspaper permit applications and renewals shall be completed online via an online platform to connect business owners to various government e-services and resources in Singapore.
The newspaper permit entitles us to print, publish, sell or distribute the relevant newspaper, as applied for in the newspaper permit application.
We were granted three separate newspaper permits by the Minister under Section 21 of the NPPA in respect of each of the L’Officiel magazines.
The active newspaper permits we hold for each of the L’Officiel magazines expires in April 2025. Section 21(4) of NPPA provides that the newspaper permit may be renewed for further periods not exceeding 12 months in respect of each renewal.
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Conditions and Notes of Newspaper Permit
We must comply with the following conditions and notes specified in each of the newspaper permit certificates issued to it.
Conditions
The newspaper permit is non-transferable and becomes invalid if there is a change in ownership, editorship, the newspaper’s name, content nature, language or publication frequency. Any change in the publisher or printer must be reported to the Registrar of Newspapers within seven days. The permit number must be printed on the title page of each issue. For newspapers printed in Singapore, changes in financial holdings must also be reported within seven days, unless an extension is granted. The first issue must be published within three months, and subsequent issues must follow the specified frequency. The newspaper must adhere to the content nature and guidelines provided in the application. Two copies of each issue must be sent to the Registrar at the permit holder’s expense upon release.
Notes
Additionally, under the National Library Board Act 1995, two copies of every publication must be deposited with the National Library Board within four weeks of publication. For newspapers printed in Singapore, the names of the printer and publisher must be printed on the first or last page, as stipulated by the Newspaper and Printing Presses Act. If printed in Malaysia, the newspaper must include specific details such as names and addresses of the printer and publisher, and a local address for legal service, all in English or Malay. The permit does not exempt the printer and publisher from their obligations under the Newspaper and Printing Presses Act.
Content Guidelines for Local Lifestyle Magazines
In addition to the conditions and notes specified above, the magazines published by us in Singapore must conform with the nature of contents submitted with the application for the newspaper permit and the content guidelines for local lifestyle magazines stated in the covering letter to the newspaper permit certificate.
The IMDA does not vet local publications in advance. Publishers of local publications are to exercise responsibility in their content and be mindful of local community norms, as well as racial and religious sensitivities. As part of the permit conditions, publishers are required to adhere to the applicable content guidelines issued together with the permit.
General Principles of Content Guidelines
Set forth below is the general principles of the content guidelines:
| ● | magazines should be appropriate for all readers and avoid content that challenges social norms, racial and religious harmony or national security; |
| ● | publishers must tailor content to their audience, particularly protecting children from sexual content; |
| ● | cover pages should be suitable for public display, avoiding offensive material; |
| ● | advertisements must adhere to the Singapore Code of Advertising Practice; and |
| ● | supplements and special editions must follow these guidelines. |
The content guidelines provide further guidance for the following genres and audiences: (i) teen magazines, (ii) general interest lifestyle magazines and (iii) adult interest magazines. In particular, category (ii) is most relevant to our magazines published in Singapore.
Content Guidelines for General Interest Lifestyle Magazines
Set forth below is the content guidelines for general interest lifestyle magazines:
| ● | content should be suitable for a general adult readership, avoiding explicit material; |
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| ● | cover pages should not feature mature content; and |
| ● | mature content is allowed occasionally if the magazine is clearly labelled and packaged to restrict access to young readers. |
Film Distribution
Background
We may potentially distribute films which are produced in Hong Kong and Singapore. The following regime applies to the distribution of films in Singapore.
The Films Act 1981 sets out the regulatory framework for the distribution, exhibition and possession of films in Singapore. This legislation relates to the possession, importation, making, distribution and exhibition of films, and to provide for the classification of films and for the enforcement of those classifications in Singapore.
The Films (Class License for General Films Distribution) Order 2021 is the applicable subsidiary legislation and governs the issuance of class licenses. Other applicable subsidiary legislation includes the Films (Licence - Exemption) Notification 2019 and the Films (Licence - Exemption) (Amendment) Notification 2021.
Under the Films Act, distributors and exhibitors are required to obtain a license from the IMDA, a statutory board in the Singapore government which operates under the auspices of the Ministry of Digital Development and Information Singapore, unless exempted.
Application of Films Act
Pursuant to Section 6(1) of the Films Act, if we intend to distribute films in Singapore, it must first have a film distribution license to distribute a film or video, unless they meet any of the exemption conditions as elaborated further below.
The Films Act defines “distribute” as doing any of the following without using a broadcasting service:
| (i) | sell, supply or let for hire to a person in Singapore; |
| (ii) | offer or agree to sell, supply or let for hire to a person in Singapore; |
| (iii) | cause or permit to be sold, supplied to or hired by a person in Singapore; |
| (iv) | under or in connection with a commercial arrangement: |
| ● | exchange or supply to a person in Singapore; or |
| ● | enable or assist an exchange or a supply to a person in Singapore, even if the exchange or supply is not, by itself, a commercial arrangement; |
| (v) | display or invite to treat for an act mentioned in paragraph (a), (b), (c) or (d). |
Under the Films Act, “film” means (i) a cinematograph film or video recording; (ii) a video game; or (iii) any other form of recording from which a moving visual image, except as provided otherwise in subsection (5), including a computer generated image which can be produced and viewed together with its soundtrack and any trailer of a film and any part of a film.
Film Classification
Under the Films Act 1981, films and videos have to be classified before they can be publicly exhibited or distributed in Singapore. We will have to submit the film intended to distribute in Singapore for classification before it is made available to the general public, unless it falls within the exemption categories as described below and does not contain impermissible content.
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Types of Film Distribution Licenses and Validity
There are two types of film distribution licenses required for the film distribution in Singapore depending on the classification of the respective films by the IMDA: (i) class licensing for the distribution of films rated G, PG and PG13; or (ii) film distribution (restricted) license for the distribution of films rated NC16 and M18.
Class License
The Films (Class License for General Films Distribution) Order 2021 provides that distributors of films that the IMDA has rated G, PG or PG13 are automatically class-licensed and must comply with the class license conditions. The class license applies only to the distribution of films that have been assigned G, PG or PG13 classification ratings and excludes video games.
The validity of a class license that has been granted by the IMDA is perpetual until the film distribution business ceases or if the IMDA cancels the license.
Film Distribution (Restricted) Licence
Distributors of films that the IMDA has rated NC16 or M18 must apply for a Film Distribution (Restricted) Licence. Each license covers all distribution points or locations owned by the same business.
The validity of a Restricted Licence that had been granted by the IMDA is either for a period of one or three years depending on the license applied for, or 30 days for a temporary license.
Exemptions from licensing
Pursuant to the Films (Licence - Exemption) Notification 2019 and the Films (Licence - Exemption) (Amendment) Notification 2021, the following activities are exempted from film distribution licensing:
| ● | importing any film for re-export; |
| ● | importing any video game on behalf of an IMDA licensed distributor of video games (whether these are licensed under Section 7(2) of the Films Act 1981 or class licensees); |
| ● | importing any film (other than video games) on behalf of an IMDA licensed distributor of films (whether these are licensed under Section 7(2) of the Films Act 1981 or class licensees); |
| ● | distributing any film for public exhibition in cinemas; |
| ● | distributing any exempted films; and |
| ● | distributing films by supplying, in the course of any business, the contents of the film only by electronic transmission. |
France
Publishing
Our French subsidiaries’ business may be subject to several laws in the field of publishing, in particular:
| ● | the Law of 28 July 1881 on the freedom of the press (“Act 1881”) whose main rules are based on the principle of the freedom of printing and of booksellers, and on the freedom of speech enshrined in the 1789 French Declaration of the Rights of Man and of the Citizens; |
| ● | copyright law (particularly for journalists, photographers, and illustrators), the rules of which are codified in the French Intellectual Property Code. In this area, several French texts have transposed Directive (EU) 2019/790 of 17 April 2019 on copyright and related rights in the Digital Single Market; |
| ● | deposit requirements applying to press publishers i.e., (i) administrative deposit obligations for national press organs, i.e., for periodicals with national circulation (Act 1881) and (ii) legal deposit obligations for periodicals, which concern written material of any kind and are the responsibility of both publishers and printers under the French Heritage Code (“FHC”, Code du Patrimoine). This deposit is organized by region and is carried out at the Bibliothèque nationale de France (BNF) for the Île-de-France region; |
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| ● | the Act 1881, the Law of 1 August 1986 on freedom of communication (“Loi Léotard”) and the Law of 21 June 2004 on confidence in the digital economy (“LCEN”) that lay down a certain number of compulsory information that publishers must include on each publication. The LCEN itself sets out the compulsory information for online publications. Together with the Digital Service Act, this same law requires the implementation of measures to fight online hate; |
| ● | the Law of 4 January 2010 that protects the confidentiality of journalists’ sources, and the Law of 14 November 2016 that requires press companies to introduce an ethics charter within their business; |
| ● | obligations applying to advertising, in particular as regards the distinction between advertising space and editorial content (Loi Léotard) and the obligation to identify online advertising (LCEN). |
Distribution of audiovisual works
Our French subsidiaries interested in distributing audiovisual works may have to comply in particular to the following rules (some of which are genuinely specific to France):
| ● | copyright law, the rules of which are codified in the French Intellectual Property Code; |
| ● | the principle of release window schedule (chronologie des médias), which governs the chronology of releases on the various distribution channels (cinemas, television, VOD services, etc.). This chronology is decided by professional agreement, the latest in force being that provided for in the Order of February 9, 2025; |
| ● | the rules codified in the French Cinema and Moving Image Code (“CMI”, Code du cinéma et de l’image animée). The rules vary depending on the distribution channel for the audiovisual work. In particular, as the audiovisual sector is eligible for financial aid from the CNC (Centre National du Cinéma et de l’image animée), distributors of a certain number of works must send to the CNC, accounts of the exploitation of the work on a regular basis (art. L251-5 CMI); |
| ● | the FHC (art. L131-1 to L133-1, and art. R131-1 à R133-1-1) that requires distributors of all foreign cinematographic works broadcast in cinemas to submit a legal deposit to the CNC, once they have been approved for broadcasting. Depending on the case, the distributor may also be responsible for obtaining the necessary visa before any public broadcasting of the audiovisual work; |
European rules resulting from Audiovisual Media Services Directive 2018/1808 that were transposed by the Order of 21 December 2020. This order sets out financing of audiovisual creation requirements and strengthens the powers of ARCOM, the authority responsible for regulating audiovisual and digital communication in France.
Regulations in Hong Kong
Insurance Brokerage Regulatory Regime
On September 23, 2019, the Hong Kong Insurance Authority, or the HKIA took over regulation of insurance agents and brokers from the self-regulatory bodies, or the SROs, which are the Insurance Agents Registration Board set up by the Hong Kong Federation of Insurers, Hong Kong Confederation of Insurance Brokers, and the Professional Insurance Brokers Association. Intermediaries are and will be subject to statutory licensing and conduct requirements, supplemented by rules, codes, guidelines and circulars issued by the HKIA.
The Insurance Ordinance (along with its subsidiary legislation) (Cap. 41) of Hong Kong, or the HKIO, is the principal legislation to regulate the insurance industry in Hong Kong. The regulatory framework applicable to insurers and insurance intermediaries in Hong Kong is set out in the HKIO. The HKIO sets out the requirements for the authorization / licensing, ongoing compliance and reporting obligations of insurers and insurance intermediaries.
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The HKIO provides no person shall carry on any class of insurance business in or from Hong Kong unless authorized to do so. The HKIO prescribes “regulated activities” and offences for carrying them out without a license. The new regulated activities include:
| ● | negotiating or arranging a contract of insurance; |
| ● | inviting or inducing a person to enter into a contract of insurance (or attempting to do so); |
| ● | inviting or inducing a person to make a material decision in relation to a contract of insurance (or attempting to do so); and |
| ● | giving regulated advice. |
The new regime also includes statutory conduct requirements for insurance intermediaries under sections 90 to 92 of the HKIO. The fundamental principles include honesty and integrity, exercising care, skill and diligence, disclosure of information and conflicts of interest. Such principles are consistent with the principle of the fair treatment of customers enunciated by the International Association of Insurance Supervisors.
There is a transition period for existing intermediaries for three years. Existing insurance intermediaries who are validly registered with SROs before September 23, 2019 will be deemed licensees during the transition period. For any pending insurance intermediary applications, applicants will need to make a fresh application to the HKIA after commencement of the new regime.
AMTD RSG was validly registered with an SRO before the commencement of the new regulatory regime for insurance intermediaries (i.e. September 23, 2019), as such, under the HKIO, it is deemed to be a licensed insurance intermediary for a period of 3 years from the commencement of the new regime unless the license is revoked in accordance with the HKIO. AMTD RSG has been granted the formal insurance brokerage license from the Hong Kong Insurance Authority on September 9, 2022.
Insurance Brokerage Registration Requirements in Hong Kong Under the Current Regime
Insurance Broker Licence
A licensed insurance broker means a licensed insurance broker company or a licensed technical representative (broker).
A licensed insurance broker company is a company which is granted an insurance broker company licence to carry on regulated activities in one or more lines of business, and to perform the act of negotiating or arranging an insurance contract as an agent of any policy holder or potential policy holder.
A licensed technical representative (broker) is an individual who is granted a technical representative (broker) licence to carry on regulated activities in one or more lines of business, as an agent of any licensed insurance broker company.
Appointment of Responsible Officer
An insurance broker company is required to appoint a Responsible Officer, or the RO. The RO shall be a fit and proper person to discharge his or her responsibilities as a responsible officer of the insurance broker company, and should be provided with sufficient resources and support for discharging his or her responsibilities. Prior approval of the HKIA is required for appointment of the RO.
The RO is expected to:
| 1. | have the minimum education standard of a bachelor degree from a recognized university or tertiary education institution, an insurance qualification specified by the HKIA from time to time and published on the HKIA’s website, or other equivalent qualifications; and |
| 2. | possess experience commensurate with the nature and scale of business of the insurance broker company concerned and the level of responsibilities to be carried out. The general expectation will be a minimum of 5 years’ experience in the insurance industry, including at least 2 years of management experience. |
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A person who was a Chief Executive registered with the Hong Kong Confederation of Insurance Brokers, or the CIB, or Professional Insurance Brokers Association, or the PIBA, at any time before September 23, 2019; or was a Technical Representative registered with the CIB or PIBA at any time before September 23, 2019 and already possessed a minimum of 15 years’ experience in insurance-related work in the insurance industry in Hong Kong on the commencement date, is exempt from the criteria set out above in relation to an application for approval of the person to become a responsible officer of a business entity which is, is applying to be, or is applying for a renewal of a license to be a licensed insurance broker company.
The HKIA will normally not allow a person to be appointed as a responsible officer of more than one licensed insurance broker company unless the insurance broker companies concerned belong to the same group of companies or have common shareholder(s), or there is any other justification acceptable to the HKIA. The HKIA will consider each application on a case-by-case basis.
Financial and Other Requirements for Licensed Insurance Broker Companies
In respect of a company which is, is applying to be, or is applying for a renewal of a license to be a licensed insurance broker company, the HKIA must be satisfied that, among other things, (a) the company is a fit and proper person to carry on regulated activities in the lines of business concerned; (b) each director of the company and the controller in relation to the company (if any) are fit and proper persons to be associated with the carrying on of regulated activities in those lines of business; and (c) the company will be able to comply with the rules made by the HKIA under section 129 of the HKIO that set out the requirements in relation to capital, net assets, professional indemnity insurance, keeping of separate client accounts and keeping of proper books and accounts.
| (A) | Capital and Net Assets |
For an incorporated insurance broker, it shall maintain a minimum net assets value and minimum paid-up capital of HK$500,000 at all times.
In calculating net assets value, it will be conducted in accordance with accounting standards generally accepted in Hong Kong. Intangible assets will be excluded.
For an existing licensed insurance broker company, there is a grace period to comply with the capital requirements under the new regime. For the period from the commencement date to December 31, 2023, the amount of paid-up share capital and net assets which a specified insurance broker company must maintain at all times respectively are for the period that begins on the commencement date and ends on December 31, 2021, not less than $100,000; and for the period that begins on January 1, 2022 and ends on December 31, 2023, not less than $300,000.
| (B) | Professional Indemnity Insurance |
A professional indemnity insurance policy has to be maintained with a minimum limit of indemnity for any one claim and in any one insurance period of 12 months. The minimum limit of indemnity shall be the greater of the following:
| 1. | two times the aggregate insurance brokerage income in the 12 consecutive months immediately preceding the date of commencement of the professional indemnity insurance cover, up to a maximum of HK$75,000,000; or |
| 2. | HK$3,000,000. |
For insurance brokers which are in their first 12 months of operation, the limit of indemnity shall not be less than $3,000,000.
| (C) | Keeping of Separate Client Accounts |
Client money shall be kept in a separate client account. Client money is not allowed to be used for any purposes other than for the client’s purposes.
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| (D) | Keeping Proper Books and Accounts |
The insurance broker company’s accounting and financial records need to be sufficient to, among others, explain and reflect the financial position and operation of its insurance brokerage business, and enable financial statements that give a true and fair view of its financial position and financial performance. Such records shall be kept in a manner that enables an audit to be carried out conveniently and properly.
The records shall be kept in writing, showing the particulars of all transactions by the broker, all income received from brokerage and expenses paid by the broker, and all the assets and liabilities of the broker in sufficient detail. Such records shall be retained for a period for not less than 7 years.
Conduct requirements for licensed insurance broker companies
Section 92(1) of the HKIO sets out the relevant conduct requirements for a licensed insurance broker company as follows:
| ● | it must establish and maintain proper controls and procedures for securing compliance with the conduct requirements set out in section 90 by the broker company and the licensed technical representatives (broker) appointed by the broker company; |
| ● | it must use its best endeavors to secure observance with the controls and procedures established under section 92(1)(a) by the licensed technical representatives (broker) appointed by the broker company; |
| ● | it must ensure that its responsible officer has sufficient authority within the broker company for carrying out the responsibilities set out in section 92(2); and |
| ● | it must provide its responsible officer with sufficient resources and support for carrying out the responsibilities set out in section 92(2). |
More detailed Corporate Governance and Controls and Procedures are set out in Code of Conduct for Licensed Insurance Brokers published by the HKIA.
Guideline on continuing professional development for licensed insurance intermediaries
The Guideline on Continuing Professional Development for Licensed Insurance Intermediaries, or the CPD, applies to individual licensees and their principals (insurance agencies, broker companies and also insurers that appoint individual insurance agents). It sets out the new CPD requirements under the new regime. To ensure continued professional competence in carrying out their regulated activities, individual licensees need to stay up-to-date on technical and regulatory knowledge and ethical standards. Failure to comply with the CPD Guideline may adversely affect the fitness and properness of that person and may potentially lead to disciplinary action by the HKIA.
Principals must ensure that individual licensees appointed by them comply with applicable CPD requirements and have adequate controls and procedures in place to monitor and ensure this compliance, for example, by requesting, checking and verifying the documentary evidence in support of the CPD declaration forms submitted to the HKIA by the individual licensees.
Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong, or the PDPO
The PDPO imposes a statutory duty on data users to comply with the requirements of the six data protection principles (the “Data Protection Principles”) contained in Schedule 1 to the PDPO. The PDPO provides that a data user shall not do an act, or engage in a practice, that contravenes a Data Protection Principle unless the act or practice, as the case may be, is required or permitted under the PDPO. The six Data Protection Principles are:
| ● | Principle 1—purpose and manner of collection of personal data; |
| ● | Principle 2—accuracy and duration of retention of personal data; |
| ● | Principle 3—use of personal data; |
| ● | Principle 4—security of personal data; |
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| ● | Principle 5—information to be generally available; and |
| ● | Principle 6—access to personal data. |
Non-compliance with a Data Protection Principle may lead to a complaint to the Privacy Commissioner for Personal Data (the “Privacy Commissioner”). The Privacy Commissioner may serve an enforcement notice to direct the data user to remedy the contravention and/ or instigate prosecution actions. A data user who contravenes an enforcement notice commits an offense which may lead to a fine and imprisonment.
The PDPO also gives data subjects certain rights, inter alia:
| ● | the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject; |
| ● | if the data user holds such data, to be supplied with a copy of such data; and |
| ● | the right to request correction of any data they consider to be inaccurate. |
The PDPO criminalizes, including but not limited to, the misuse or inappropriate use of personal data in direct marketing activities, non-compliance with a data access request and the unauthorized disclosure of personal data obtained without the relevant data user’s consent. An individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data may seek compensation from the data user concerned.
| C. | Organizational Structure |
Corporate Structure
The following diagram illustrates our corporate structure, including our principal subsidiaries as of the date of this annual report.
Our Relationship with our Controlling Shareholder and other Group Companies
As of the date of this annual report, our company is 34.0% beneficially owned by our Controlling Shareholder, representing 46.8% of the total voting power in our company. Historically, our Controlling Shareholder has provided us with business premises, financial, accounting, administrative, legal, and human resources services, as well as the services of a number of its executive officers and other employees, the costs of which were allocated to us based on actual usage or proportion of revenues and infrastructure usage attributable to our business, among other things. We have begun to invest in our own financial, accounting, and legal functions separate from those of our Controlling Shareholder, and we will further establish other support systems of our own or contract with third parties to provide them to us after we become a stand-alone public company.
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Pursuant to the intercompany financing agreement with our Controlling Shareholder, treasury functions are conducted centrally under our Controlling Shareholder and intra-group treasury fund transfers were carried out among the entities within AMTD Group. The treasury function manages available funds at our Controlling Shareholder level and allocates the funds to various entities within AMTD Group for their operations. We may also leverage our Controlling Shareholder to settle receivables or payables arising from acquisitions or disposals of investments. As of December 31, 2024, the amount due from entities within AMTD Group in connection with intra-group treasury fund allocation was US$1.4 billion.
We entered into agreements with our Controlling Shareholder with respect to our ongoing relationship in June 2019. These agreements include a master transaction agreement, a transitional services agreement, and a non-competition agreement. The following are summaries of these agreements.
Master Transaction Agreement
Pursuant to the master transaction agreement, we are responsible for all financial liabilities associated with the current and historical capital market solutions, and strategic investment businesses and operations that have been conducted by or transferred to us, and our Controlling Shareholder is responsible for financial liabilities associated with all of our Controlling Shareholder’s other current and historical businesses and operations, in each case regardless of the time those liabilities arise. The master transaction agreement also contains indemnification provisions under which we and our Controlling Shareholder agree to indemnify each other with respect to breaches of the master transaction agreement or any related inter-company agreement.
In addition, we agree to indemnify our Controlling Shareholder, its subsidiaries and each of their directors, officers and employees against liabilities arising from misstatements or omissions in our prospectus dated August 2, 2019 or the registration statement of which it is a part, except for misstatements or omissions relating to information that our Controlling Shareholder or any of its subsidiaries provided to us specifically for inclusion in our prospectus dated August 2, 2019 or the registration statement of which it forms a part. Our Controlling Shareholder will indemnify us including each of our subsidiaries, directors, officers and employees against liabilities arising from misstatements or omissions with respect to information that our Controlling Shareholder or any of its subsidiaries provided to us specifically for inclusion in our prospectus dated August 2, 2019, the registration statement of which our prospectus dated August 2, 2019 forms a part of our annual reports or other SEC filings.
The master transaction agreement also contains a general release, under which the parties will release each other, including each party’s subsidiaries, directors, officers and employees from any liabilities arising from events occurring on or before the initial filing date of the registration statement for our initial public offering, including in connection with the activities to implement our initial public offering. The general release does not apply to liabilities allocated between the parties under the master transaction agreement, the transitional services agreement, and the non-competition agreement.
The master transaction agreement sets forth the investment opportunity referral procedures, pursuant to which our Controlling Shareholder agrees to first present investment opportunities to us for consideration within a specified period and to refrain from pursuing these investment opportunities. Our Controlling Shareholder agrees to pursue these investment opportunities for itself only after we forego pursuing these investment opportunities or upon expiration of the specified period should we fail to respond, with the exception of subsequent investments by our Controlling Shareholder in its existing investee companies. When determining whether or not to pursue an investment opportunity, members of our investment committee that have overlapping duties as directors or officers in our Controlling Shareholder will abstain from participating in the investment decision-making and approval process.
Furthermore, under the master transaction agreement, we agree to use our reasonable best efforts to select the same independent registered public accounting firm, or auditor, used by our Controlling Shareholder and provide to our Controlling Shareholder as much prior notice as reasonably practical of any change in our auditor until the first fiscal year end occurring after our Controlling Shareholder no longer owns in aggregate at least 20% of the voting power of our then outstanding shares.
Pursuant to the master transaction agreement, we are licensed by our Controlling Shareholder to use certain of its intellectual properties for free.
The master transaction agreement will automatically terminate on the date that is two years after the first date upon which our Controlling Shareholder ceases to own in aggregate at least 20% of the voting power of our then outstanding shares. This agreement can be terminated earlier or extended by mutual written consent of the parties. The termination of this agreement will not affect the validity and effectiveness of the transitional services agreement and the non-competition agreement.
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Transitional Services Agreement
Under the transitional services agreement, our Controlling Shareholder agrees that, during the service period, as described below, our Controlling Shareholder will provide us with various corporate support services, including:
| ● | administrative support; |
| ● | marketing and branding support; |
| ● | technology support; and |
| ● | provision of office space and facilities. |
Our Controlling Shareholder may also provide us with additional services that we and our Controlling Shareholder may identify from time to time in the future.
The price to be paid for the services provided under the transitional service agreement is determined according to the terms of the agreement. The transitional service agreement provides that the performance of a service according to the agreement will not subject the provider of such service to any liability whatsoever except as directly caused by the gross negligence or willful misconduct of the service provider. Liability for gross negligence or willful misconduct is limited to the lower of the price paid for the particular service or the cost of the service’s recipient performing the service itself or hiring a third party to perform the service. Under the transitional services agreement, the service provider of each service is indemnified by the recipient against all third-party claims relating to provision of services or the recipient’s material breach of a third-party agreement, except where the claim is directly caused by the service provider’s gross negligence or willful misconduct.
The service period under the transitional services agreement commenced on June 20, 2019, and had been renewed subsequently on December 20, 2020, June 20, 2022 and December 20, 2023.
Non-competition Agreement
Our non-competition agreement with our Controlling Shareholder provides for a non-competition period beginning upon our initial public offering and ending on the later of (i) two years after the first date when our Controlling Shareholder ceases to own in aggregate at least 20% of the voting power of our then outstanding shares and (ii) the fifth anniversary of August 5, 2019, being the date of our initial public offering. This agreement can be terminated earlier by mutual written consent of the parties.
Our Controlling Shareholder has agreed not to compete with us during the non-competition period in the capital market solutions business that are both primarily targeting institutional and corporate clients, except for owning non-controlling equity interest in any company competing with us. We have agreed not to compete with our Controlling Shareholder during the non-competition period in the businesses currently conducted by our Controlling Shareholder, except (i) for continuing to provide capital market solutions services to our existing individual clients, and (ii) for owning non-controlling equity interest in any company competing with our Controlling Shareholder.
The non-competition agreement also provides for a mutual non-solicitation obligation that neither our Controlling Shareholder nor we may, during the non-competition period, hire, or solicit for hire, any active employees of, or individuals providing consulting services to the other party, or any former employees of, or individuals providing consulting services to the other party within six months of the termination of their employment or consulting services, without the other party’s consent, except for solicitation activities through generalized non-targeted advertisement not directed to such employees or individuals that do not result in a hiring within the non-competition period.
The non-competition period ended on August 4, 2024.
Other Agreements with our Controlling Shareholder
In 2022, we acquired our Controlling Shareholder’s interest in AMTD Digital.
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In February 2023, we acquired 96.1% of the equity interest in WME Assets from our Controlling Shareholder.
In November 2023, our Controlling Shareholder, AMTD Digital and we set up a joint entity, TGE (formerly known as AMTD World Media and Entertainment Universal Inc.), to embark and focus on global strategies and developments of a multi-media, entertainment and cultures worldwide platform.
AMTD Digital’s Relationship Agreements with the Controlling Shareholder
AMTD Digital entered into a series of agreements with the Controlling Shareholder with respect to their ongoing relationship in May 2021. These agreements include a master transaction agreement, a transitional services agreement and a non-competition agreement. The following are summaries of these agreements.
Digital Master Transaction Agreement
Pursuant to the master transaction agreement between AMTD Digital and the Controlling Shareholder dated May 18, 2021, AMTD Digital is responsible for all financial liabilities associated with the current and historical digital solutions services, media and entertainment services, and digital investments businesses and operations that have been conducted by or transferred to it, and the Controlling Shareholder is responsible for financial liabilities associated with all of the Controlling Shareholder’s other current and historical businesses and operations, in each case regardless of the time those liabilities arise. The agreement also contains indemnification provisions under which AMTD Digital and the Controlling Shareholder indemnify each other with respect to breaches of the master transaction agreement or any related inter-company agreement.
The agreement sets forth the investment opportunity referral procedures, pursuant to which the Controlling Shareholder agrees to first present investment opportunities related to digital financial services or digital financial licenses, or investment opportunities in new technology or new media companies to AMTD Digital for consideration within a specified period and to refrain from pursuing these investment opportunities. The Controlling Shareholder agrees to pursue these investment opportunities for itself only after AMTD Digital declines to pursue these investment opportunities or upon expiration of the specified period should AMTD Digital fails to respond, with the exception of subsequent investments by the Controlling Shareholder in its existing investee companies. When determining whether or not to pursue an investment opportunity, members of AMTD Digital’s investment committee that have overlapping duties as directors or officers in the Controlling Shareholder will abstain from participating in the investment decision-making and approval process.
Furthermore, under the agreement AMTD Digital agrees to use its reasonable best efforts to select the same independent certified public accounting firm, or auditor, used by the Controlling Shareholder and provide to the Controlling Shareholder as much prior notice as reasonably practical of any change in our auditor until the first fiscal year end occurring after the Controlling Shareholder together with its subsidiaries no longer owns in aggregate at least 20% of the voting power of our then outstanding securities.
Pursuant to the master transaction agreement, AMTD Digital is licensed by the Controlling Shareholder to use any and all of its intellectual properties for free.
The agreement will automatically terminate the first date upon which the Controlling Shareholder together with its subsidiaries ceases to own in aggregate at least 20% of the voting power of AMTD Digital’s then outstanding securities. The agreement can be terminated early or extended by mutual written consent of the parties. The termination of the agreement will not affect the validity and effectiveness of the transitional services agreement and the non-competition agreement.
Digital Transitional Services Agreement
Under the transitional services agreement between AMTD Digital and the Controlling Shareholder dated May 18, 2021, the Controlling Shareholder agrees that, during the service period, as described below, the Controlling Shareholder will provide us with various corporate support services, including:
| ● | administrative support; |
| ● | marketing and branding support; |
| ● | technology support; and |
| ● | provision of office space and facilities. |
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The Controlling Shareholder may also provide AMTD Digital with additional services that the parties may identify from time to time in the future.
The price to be paid for the services provided under the Digital Transitional Service Agreement is determined according to the terms of the agreement. The Digital Transitional Service Agreement provides that the performance of a service according to the agreement will not subject the provider of such service to any liability whatsoever except as directly caused by the gross negligence or willful misconduct of the service provider. Liability for gross negligence or willful misconduct is limited to the lower of the price paid for the particular service or the cost of the service’s recipient performing the service itself or hiring a third party to perform the service. Under this agreement, the service provider of each service is indemnified by the recipient against all third-party claims relating to provision of services or the recipient’s material breach of a third-party agreement, except where the claim is directly caused by the service provider’s gross negligence or willful misconduct.
The service period under the transitional services agreement commenced on May 20, 2021, and had been renewed subsequently on November 20, 2022. AMTD Digital may terminate the transitional services agreement with respect to either all or part of the services by giving 30-day prior written notice to the Controlling Shareholder and paying a termination fee equal to the direct costs incurred by the Controlling Shareholder in connection with its provision of services at the time of the early termination. The Controlling Shareholder may terminate this agreement with respect to either all or part of the services by giving us a 30-day prior written notice if the Controlling Shareholder together with its subsidiaries ceases to own in aggregate at least 20% of the voting power of our then outstanding securities or ceases to be the largest beneficial owner of our then outstanding voting securities, without considering holdings of institutional investors that have acquired our securities in the ordinary course of their business and not with the purpose or the effect of changing or influencing control of AMTD Digital.
Digital Non-competition Agreement
The non-competition agreement between AMTD Digital and the Controlling Shareholder dated May 18, 2021 provides for a non-competition period beginning upon the completion of AMTD Digital’s initial public offering and ending on the later of (1) two years after the first date when the Controlling Shareholder together with its subsidiaries ceases to own in aggregate at least 20% of the voting power of AMTD Digital’s then outstanding securities and (2) the fifth anniversary of the completion of AMTD Digital’s initial public offering. The agreement can be terminated early by mutual written consent of the parties.
The Controlling Shareholder has agreed not to compete with AMTD Digital during the non-competition period in AMTD Digital’s digital solutions services, media and entertainment services, except for owning non-controlling equity interest in any company competing with AMTD Digital. AMTD Digital has agreed not to compete with the Controlling Shareholder during the non-competition period in the businesses currently conducted by the Controlling Shareholder, except for owning non-controlling equity interest in any company competing with the Controlling Shareholder.
The agreement also provides for a mutual non-solicitation obligation that neither AMTD Digital nor the Controlling Shareholder may, during the non-competition period, hire, or solicit for hire, any active employees of, or individuals providing consulting services to the other party, or any former employees of, or individuals providing consulting services to the other party within six months of the termination of their employment or consulting services, without the other party’s consent, except for solicitation activities through generalized non-targeted advertisement not directed to such employees or individuals that do not result in a hiring within the non-competition period.
Contractual Arrangements
In October 2022, AMTD Digital Inc. entered into an agreement with our Controlling Shareholder, pursuant to which AMTD Digital Inc. agrees to provide digital solutions services to support the management of one of the investee companies for a fixed annual service fee of HK$20.0 million. In addition to the fixed annual service fee, AMTD Digital Inc. is entitled to receive 15% of all distributions, in any form, received by our Controlling Shareholder from the investee company, including but not limited to cash or share dividends, regardless of whether on a regular or one-off basis. AMTD Digital Inc. is also entitled to receive 15% of any profit generated by our Controlling Shareholder from the disposal of any shares of the investee company. However, AMTD Digital Inc. is not liable for any loss arising from the disposal of any shares of investee company by our Controlling Shareholder. This agreement with our Controlling Shareholder will remain effective until terminated by mutual agreement.
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Intellectual Property License Agreement between TGE and AMTD Group Inc.
TGE licenses L’Officiel and The Art Newspaper trademarks and domain names and other intellectual property rights its uses in its business from our Controlling Shareholder. TGE entered into an Intellectual Property License Agreement with our Controlling Shareholder on January 27, 2025. Under this agreement, our Controlling Shareholder grants, on behalf of itself and its affiliates, to TGE an irrevocable, worldwide, fully paid-up, royalty-free, sublicensable license to (i) certain L’Officiel and The Art Newspaper trademarks and domain names (on an exclusive basis) and (ii) certain other intellectual property (on a non-exclusive basis), subject to the terms and conditions therein. We refer to the intellectual properties licensed to us under the Intellectual Property License Agreement collectively as the “Licensed IP”.
The license allows TGE to use and exploit the Licensed IP in connection with the operation or conduct of its business, including publishing or making available its publications in paper and/or digital format and associated websites, social media activities, mobile applications and promotional and marketing activities and hospitality, temporary accommodation, food and beverage, event management, fashion shows and luxury goods and services, including related branded events, experiences, branded hotels and cafes.
If our Controlling Shareholder or its affiliate assigns or transfers any Licensed IP, our Controlling Shareholder shall, or shall cause its relevant affiliate to, require that the assignee or transferee be bound by all applicable licenses and covenants granted under this agreement with respect to such Licensed IP.
TGE undertakes to and to cause its sublicensees to, display, affix and use the licensed trademarks in accordance with the branding guidelines of our Controlling Shareholder and its affiliates.
This agreement shall (i) remain in full force and effect for an initial term of 20 years and (ii) automatically renew for renewal terms of five years each, unless either party notifies the other party that it does not wish for this agreement to renew by no later than six months prior to the expiration of the then-current initial term or renewal term.
Either party may terminate this agreement if the other party materially breaches this agreement and the other party fails to cure such breach within 30 days following the other party’s receipt of written notice of such breach from the terminating party.
| D. | Property, Plants and Equipment |
Our principal executive offices are located on leased premises in Paris. Our principal executive offices are leased by our fellow subsidiary from independent third parties. We intend to add new premises or expand our existing premises as we add employees and expand our organization. We believe that suitable additional or alternative space will be available in the future on commercially reasonable terms to accommodate our foreseeable future expansion.
Our Hotel Properties
WME Assets holds the following premium whole building properties and provide hospitality services.
iclub AMTD Sheung Wan Hotel
We own a majority interest in the iclub AMTD Sheung Wan Hotel. iclub AMTD Sheung Wan Hotel is a contemporary select-service hotel centrally located amidst Hong Kong’s famed Sheung Wan district, a prime center for business and entertainment. The hotel has 32 stories with 98 guestrooms and suites and is managed by our joint venture partner. It has a total gross floor area of over 5,000 square meters, with an average occupancy rate of 92% and 90% in 2023 and 2024, respectively.
We hold a 999-year leasehold interest in the land plot underlying the iclub AMTD Sheung Wan Hotel. The hotel property is mortgaged to The Bank of East Asia, Limited in relation to loan facilities in the original principal amount of HK$400,000,000.
Dao by Dorsett AMTD Singapore
We own a majority interest and manage Dao by Dorsett AMTD Singapore. Located in the heart of Singapore’s Central Business District, Dao by Dorsett AMTD Singapore features high quality serviced apartment units with excellent connectivity. The property has 26 stories with 268 studios (with one and two bedrooms). It has a total gross floor area of over 25,000 square meters, with an average occupancy rate of 78% in 2023 and 79% in 2024.
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We hold a 99-year leasehold interest in the land plot underlying Dao by Dorsett AMTD Singapore which expires in 2066. The hotel property is mortgaged to RHB Bank Berhad in relation to loan facilities in the original principal amount of SGD217,000,000.
Other property
We own two units in a property located in New York, New York. The property is a recently completed high-rise luxury building situated in a major metropolitan area, and represents one of our premium asset investments. One of the units is mortgaged to East West Bank in relation to loan facilities in the aggregate principal amount of US$11.2 million.
Item 4A. UNRESOLVED STAFF COMMENTS
Not Applicable.
Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 20-F. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” or in other parts of this annual report.
| A. | Operating Results |
In 2022, 2023 and 2024, we derived total revenue of US$175.2 million, US$130.9 million and US$80.5 million, respectively, and derived total comprehensive income of US$162.8 million, US$152.9 million and US$61.0 million, respectively.
Our business and results of operations are affected by a number of general factors affecting our industries, including the overall economic environment, the conditions and trends of capital markets, and government policies and initiatives affecting our industries. Unfavorable changes in any of these general conditions could adversely affect demand for our services and materially and adversely affect our results of operations.
We have elected to change the presentation currency in our financial statements from HK$ to US$ which better reflects the economic footprint of our business. We believe that the presentation currency change will give investors and other stakeholders a clearer understanding of our performance over time. The change in presentation currency is a voluntary change. We have applied the change of presentation currency retrospectively to our historical results of operations and financial statements included in this annual report.
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Major Factors Affecting Our Results of Operations
Revenue
Our revenue consists of (i) revenue from contracts with customers, (ii) dividend and gain from disposed financial assets at fair value through profit or loss and settled derivative financial assets, (iii) net fair value changes on financial assets at fair value through profit or loss, and (iv) net fair value changes on derivative financial assets. The following table sets forth a breakdown of our revenue in absolute amount and as a percentage of total revenue for the periods presented.
| For the Year Ended December 31, | ||||||||||||||||||||||||
| 2022 | 2023 | 2024 | ||||||||||||||||||||||
| US$ | % | US$ | % | US$ | % | |||||||||||||||||||
| (in thousands, except for percentages) | ||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Revenue from contracts with customers | 105,365 | 60.2 | 38,244 | 29.2 | 45,387 | 56.4 | ||||||||||||||||||
| Dividend and gain from disposed financial assets at fair value through profit or loss and settled derivative financial assets | 28,518 | 16.3 | 133,569 | 102.0 | 8,681 | 10.8 | ||||||||||||||||||
| Net fair value changes on financial assets at fair value through profit or loss (except derivative financial assets and gains related to disposed financial assets at fair value through profit or loss) | (20,609 | ) | (11.8 | ) | (40,899 | ) | (31.2 | ) | 26,389 | 32.8 | ||||||||||||||
| Net fair value changes on derivative financial assets | 61,897 | 35.3 | — | — | — | — | ||||||||||||||||||
| Total | 175,171 | 100.0 | 130,914 | 100.0 | 80,457 | 100.0 | ||||||||||||||||||
Revenue from contracts with customers
The following table sets forth a breakdown of our revenue from contracts with customers in absolute amount and as a percentage of total revenue from contracts with customers for the periods presented.
| For the Year Ended December 31, | ||||||||||||||||||||||||
| 2022 | 2023 | 2024 | ||||||||||||||||||||||
| US$ | % | US$ | % | US$ | % | |||||||||||||||||||
| (in thousands, except for percentages) | ||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Capital market solutions services income | 74,305 | 70.5 | — | — | — | — | ||||||||||||||||||
| Digital solutions and other services income | 23,440 | 22.3 | 13,469 | 35.2 | 3,396 | 7.5 | ||||||||||||||||||
| Fashion, arts and luxury media advertising and marketing services income | 7,620 | 7.2 | 14,474 | 37.9 | 18,859 | 41.5 | ||||||||||||||||||
| Hotel operations, hospitality and VIP services income | — | — | 10,301 | 26.9 | 23,132 | 51.0 | ||||||||||||||||||
| Total | 105,365 | 100.0 | 38,244 | 100.0 | 45,387 | 100.0 | ||||||||||||||||||
In 2024, we derive revenue from contracts with customers from three business lines: fashion, arts and luxury media advertising and marketing services, digital solutions and other services, hotel operations, hospitality and VIP services. For fashion, arts and luxury media business, we earn revenue primarily from (i) provision of advertising and marketing services; and (ii) media licensing. We derive service fees and commission income from providing digital solutions and insurance brokerage services. For hotel operations, hospitality and VIP services, we earn primarily from provision of hospitality services. For capital market solutions services, we earn primarily from (i) underwriting IPOs and bond offerings, (ii) financial advisory services in relation to equity or bond disposals, and (iii) asset management.
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The substantial decline in our capital market solutions services income since 2022 is primarily due to the downturn in the Hong Kong and Singapore IPO markets, which were the primary sources of our revenue in this business line, caused by market volatility and economic uncertainty as well as regulatory changes that increased the complexity and cost of conducting IPOs, and heightened geopolitical tensions in the Asia-Pacific region. Due to these changes, we strategically shifted our focus from capital market solutions services to the other, more promising markets and businesses to ensure the continued growth and sustainability of our business. The foregoing notwithstanding, we retain the capabilities to offer capital market solutions services.
Dividend and gain from disposed financial assets at fair value through profit or loss and settled derivative financial assets
We make equity investments with our own capital in companies of our strategic choice. Our dividend and gain from disposed financial assets at fair value through profit or loss and settled derivative financial assets in 2022, 2023 and 2024 consisted of various strategic and financial investments.
Net fair value changes on financial assets at fair value through profit or loss
We record net fair value changes on financial assets at fair value through profit or loss with respect to our strategic investments, which primarily include equity investments in both public and private companies. For a discussion of fair value measurement of our financial assets, see “Item 5. Operating And Financial Review And Prospects—A. Operating Results—Critical Accounting Estimates.”
Net fair value changes on derivative financial assets
We record net fair value changes on derivative financial assets with respect to our strategic investment in a public company.
Other income and gains
Other income and gains consists of (i) bank interest income, (ii) interest income derived from stock lending agreement, (iii) interest income from Controlling shareholder, (iv) gain on bargain purchase, (v) gain on disposal of subsidiaries, and (vi) other non-recurring miscellaneous income.
Other operating expenses
Our other operating expenses consist of (i) marketing and brand promotional expenses, (ii) premises costs and office utilities, (iii) traveling and business development expenses, (iv) commissions paid to asset management sales personnel and bank charges, (v) administrative service fee, (vi) office and maintenance expenses, (vii) professional and consulting fees for business development, (viii) staff recruitment expenses, (ix) cost of production, (x) cost of hotel operation, and (xi) other miscellaneous expenses.
The following table sets forth a breakdown of our operating expenses in absolute amount and as a percentage of total operating expenses for the periods presented.
| For the Year Ended December 31, | ||||||||||||||||||||||||
| 2022 | 2023 | 2024 | ||||||||||||||||||||||
| US$ | % | US$ | % | US$ | % | |||||||||||||||||||
| (in thousands, except for percentages) | ||||||||||||||||||||||||
| Other Operating Expenses | ||||||||||||||||||||||||
| Cost of production | 1,505 | 6.6 | 3,761 | 12.8 | 7,102 | 18.0 | ||||||||||||||||||
| Cost of hotel operation | — | — | 3,477 | 11.9 | 8,510 | 21.6 | ||||||||||||||||||
| Marketing and brand promotional expenses | 1,049 | 4.6 | 649 | 2.2 | 638 | 1.6 | ||||||||||||||||||
| Premises costs and office utilities | 2,839 | 12.5 | 5,387 | 18.3 | 3,646 | 9.2 | ||||||||||||||||||
| Traveling and business development expenses | 991 | 4.3 | 223 | 0.8 | 272 | 0.7 | ||||||||||||||||||
| Commissions and bank charges | 167 | 0.7 | 232 | 0.8 | 302 | 0.8 | ||||||||||||||||||
| Office and maintenance expenses | 3 | 0.0 | 274 | 0.9 | 5 | 0.0 | ||||||||||||||||||
| Administrative service fee | 3,806 | 16.7 | 4,597 | 15.7 | 4,615 | 11.7 | ||||||||||||||||||
| Legal and professional related fees | 9,414 | 41.3 | 5,631 | 19.2 | 5,644 | 14.3 | ||||||||||||||||||
| Staff recruitment expenses | 540 | 2.4 | 1,272 | 4.3 | 1,039 | 2.6 | ||||||||||||||||||
| Others | 2,487 | 10.9 | 3,848 | 13.1 | 7,700 | 19.5 | ||||||||||||||||||
| Total | 22,801 | 100.0 | 29,351 | 100.0 | 39,473 | 100.0 | ||||||||||||||||||
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Staff costs
Staff costs consist of employee salaries, bonuses, staff welfare, and pension scheme contributions. The following table sets forth a breakdown of our staff costs for the periods presented.
| For the Year Ended December 31, | ||||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| (in thousands) | ||||||||||||
| Staff Costs | ||||||||||||
| Salaries, bonuses and staff welfare | 15,490 | 18,493 | 14,007 | |||||||||
| Pension scheme contributions (defined contribution schemes) | 1,014 | 1,590 | 1,464 | |||||||||
| Total | 16,504 | 20,083 | 15,471 | |||||||||
Finance costs
Finance costs represent our interest expenses on convertible bond, bank borrowings, amount due to a non-controlling shareholder, and lease liabilities.
Seasonality
Our results of operations are subject to fluctuations due to the nature of capital market solutions, digital solutions and other services, fashion, arts and luxury media advertising and marketing services and hotel operations, hospitality and VIP services businesses. Seasonality of our business was not apparent historically.
Taxation
We had income tax expense of US$13.4 million, income tax expense of US$4.3 million, and income tax expense of US$1.6 million for the years ended December 31, 2022, 2023 and 2024, respectively. The following summarizes our applicable tax rates in the Cayman Islands and Hong Kong.
Cayman Islands
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, capital gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in or brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on payments of dividends.
France
In France, corporate income tax rate of 15% applies to the first €38,120 of taxable profits for entities realizing a turnover up to €10 million. The corporate income tax rate above €38,120 of taxable profits is 25%.
Italy
Italian corporate entities are subject to a corporate income tax of 24%, and to a regional production tax of 3.9%.
United States
In the United States, the federal corporate tax rate is a flat rate of 21%. New York, where one of our subsidiaries domiciles, has a 6.50% to 8.85% corporate income tax rate.
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Southeast Asia
Malaysian corporate income tax is 25% of the chargeable. Singapore tax on corporate income is imposed at a flat rate of 17%.
Critical Accounting Estimates
The Critical Accounting Estimates are consistent with the disclosure presented in the consolidated financial statements for the years ended December 31, 2022, 2023 and 2024.
Results of Operations
| For the Year Ended December 31, | ||||||||||||||||||||||||
| 2022 | 2023 | 2024 | ||||||||||||||||||||||
| US$ | % | US$ | % | US$ | % | |||||||||||||||||||
| (in thousands, except for percentages) | ||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Capital market solutions income | 74,305 | 42.4 | — | — | — | — | ||||||||||||||||||
| Digital solutions and other services income | 23,440 | 13.4 | 13,469 | 10.2 | 3,396 | 4.2 | ||||||||||||||||||
| Fashion, arts and luxury media advertising and marketing services income | 7,620 | 4.3 | 14,474 | 11.1 | 18,859 | 23.4 | ||||||||||||||||||
| Hotel operations, hospitality and VIP services income | — | — | 10,301 | 7.9 | 23,132 | 28.8 | ||||||||||||||||||
| Dividend and gain related to disposed investments | 28,518 | 16.3 | 133,569 | 102.0 | 8,681 | 10.8 | ||||||||||||||||||
| Sub-total | 133,883 | 76.4 | 171,813 | 131.2 | 54,068 | 67.2 | ||||||||||||||||||
| Net fair value changes on financial assets at fair value through profit or loss (except derivative financial assets and gains from disposed financial assets at fair value through profit or loss and settled derivative financial assets) | (20,609 | ) | (11.8 | ) | (40,899 | ) | (31.2 | ) | 26,389 | 32.8 | ||||||||||||||
| Net fair value changes on derivative financial assets | 61,897 | 35.4 | — | — | — | — | ||||||||||||||||||
| Total revenue | 175,171 | 100.0 | 130,914 | 100.0 | 80,457 | 100.0 | ||||||||||||||||||
| Other income | 18,063 | 10.3 | 22,942 | 17.5 | 18,931 | 23.5 | ||||||||||||||||||
| Other gain | 19,598 | 11.2 | 68,797 | 52.6 | 24,757 | 30.8 | ||||||||||||||||||
| Impairment loss under expected credit loss made on financial assets | (501 | ) | (0.3 | ) | (4,988 | ) | (3.8 | ) | — | — | ||||||||||||||
| Other operating expenses | (22,801 | ) | (13.0 | ) | (29,351 | ) | (22.4 | ) | (39,473 | ) | (49.1 | ) | ||||||||||||
| Staff costs | (16,504 | ) | (9.4 | ) | (20,083 | ) | (15.3 | ) | (15,471 | ) | (19.2 | ) | ||||||||||||
| Finance costs | (859 | ) | (0.5 | ) | (8,199 | ) | (6.3 | ) | (13,425 | ) | (16.7 | ) | ||||||||||||
| Share of losses of joint ventures | — | — | (2,335 | ) | (1.8 | ) | (559 | ) | (0.7 | ) | ||||||||||||||
| Net fair value changes on derivative financial liability | 1,704 | 1.0 | — | — | — | — | ||||||||||||||||||
| Profit before tax | 173,871 | 99.3 | 157,697 | 120.5 | 55,217 | 68.6 | ||||||||||||||||||
| Income tax expense | (13,405 | ) | (7.7 | ) | (4,314 | ) | (3.3 | ) | (1,639 | ) | (2.0 | ) | ||||||||||||
| Profit for the year | 160,466 | 91.6 | 153,383 | 117.2 | 53,578 | 66.6 | ||||||||||||||||||
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Segment Information
We report our results of operations in five reportable segments: capital market solutions, digital solutions and other services, fashion, arts and luxury media advertising and marketing services, hotel operations, hospitality and VIP services, and strategic investment, which correspond to our business lines. The following table sets forth certain financial information of our reportable segments for the periods presented.
| For the Year Ended December 31, | ||||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| (in thousands) | ||||||||||||
| Capital market solutions | ||||||||||||
| Segment revenue | 74,305 | — | — | |||||||||
| Segment results(1) | 72,140 | (1,276 | ) | — | ||||||||
| Digital solutions and other services | ||||||||||||
| Segment revenue | 23,440 | 13,469 | 3,396 | |||||||||
| Segment results(1) | 21,299 | 9,126 | 2,624 | |||||||||
| Media and entertainment services | ||||||||||||
| Segment revenue | 7,620 | 14,474 | 18,859 | |||||||||
| Segment results(1) | 2,725 | 3,239 | 2,072 | |||||||||
| Hotel operations, hospitality and VIP services | ||||||||||||
| Segment revenue | — | 10,301 | 23,132 | |||||||||
| Segment results(1) | — | 2,106 | (944 | ) | ||||||||
| Strategic Investments | ||||||||||||
| Segment revenue | 69,806 | 92,670 | 35,070 | |||||||||
| Segment results(1) | 69,806 | 92,670 | 35,070 | |||||||||
| Total segment results | 165,970 | 105,865 | 38,822 | |||||||||
Note:
| (1) | The segment results represent segment revenue that excludes (i) corporate and other unallocated expenses, (ii) unallocated finance costs, (iii) unallocated net changes in fair value on derivative financial liability, (iv) unallocated other income, and (v) unallocated other gain. |
For reconciliation of segment revenue to consolidated revenue and reconciliation of segment results to consolidated profit before tax, see note 4 to our consolidated financial statements for the years ended December 31, 2022, 2023, and 2024.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Revenue
Revenue from contracts with customers. Our revenue increased by 18.7% from US$38.2 million in 2023 to US$45.4 million in 2024, primarily due to a change in revenue mix resulting from the restructuring of our business streams. Due to the deterioration in the global economic environment, our revenue generated from digital solutions and other services has decreased by US$10.1 million. This was partially offset by an increase in revenue generated from hotel operations, hospitality and VIP services and from fashion, arts and luxury media advertising and marketing services, arising from the successful operations and expansions of our media business and additional contribution recognized from our hotels.
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Dividend and gain from disposed financial assets at fair value through profit or loss and settled derivative financial assets. Our dividend and gain from disposed financial assets at fair value through profit or loss and settled derivative financial assets decreased by 93.5% from US$133.6 million in 2023 to US$8.7 million in 2024, primarily due to the absence of gain arising from disposal of financial instruments of US$123.6 million in 2024. Net gain from disposal of financial instruments in 2023 mainly comprised of (i) gain from disposal of listed equity shares, (ii) gain from settlement of derivatives contracts, and (iii) gain from disposal of movie income rights.
Net fair value changes on financial assets at fair value through profit or loss. The net fair value gain totaled to US$26.4 million in 2024 while we recorded net fair value loss of US$40.9 million in 2023. This was primarily due to a favorable market movement in our investment portfolio in 2024.
Other income and gains
Our other income and gains decreased by 52.3% from US$91.7 million in 2023 to US$43.7 million in 2024, primarily attributable to the following components: (i) decrease in bank interest income of US$2.3 million as we had placed less deposits in banks and hence less interest income arising from the deposit, (ii) increase in net average outstanding balance due from our immediate holding company, which was interest bearing, giving rise to in an increase of interest income of US$6.3 million, (iii) there was no gain from bargain purchase in 2024, and (iv) decrease in gain arising from disposal of subsidiaries from US$64.3 million in 2023 to US$24.8 million in 2024.
Other operating expenses
Our other operating expenses increased by 34.7% from US$29.4 million in 2023 to US$39.5 million in 2024, primarily due to (i) an increase in cost of production of US$3.3 million, (ii) an increase in cost of hotel operation of US$5.0 million, (iii) an increase of US$4.2 million in depreciation and amortization, as a result of the successful expansion of media business and additional contribution in our hotels.
Staff costs
Our staff costs decreased by 23.0% from US$20.1 million in 2023 to US$15.5 million in 2024, primarily due to streamlining our staff structure throughout the group.
Finance costs
Our finance costs increased by 63.7% from US$8.2 million in 2023 to US$13.4 million in 2024, primarily due to (i) the increase in the outstanding bank borrowings and an amount due to a non-controlling shareholder, which is interest-bearing, during the period, and (ii) the increase in effective interest rates in 2024.
Income tax expense
Income tax expense decreased by 62.0% from US$4.3 million in 2023 to US$1.6 million in 2024 due to decrease in assessable profit.
Profit for the year
As a result of the foregoing, our profit decreased by 65.1% from US$153.4 million in 2023 to US$53.6 million in 2024.
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Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
Revenue
Revenue from contracts with customers. Our revenue decreased by 63.7% from US$105.4 million in 2022 to US$38.2 million in 2023, primarily due to a change in revenue mix resulting from the restructuring of our business streams. Due to the deterioration in the global economic environment, our revenue income generated from capital market solutions has decreased in the amount of US$74.3 million. This was partially offset by an increase in revenue generated from hotel operations, hospitality and VIP services and from fashion, arts and luxury media advertising and marketing services, following our acquisitions of WME Assets and The Art Newspaper during 2023, which have brought in new sources of income.
Dividend and gain from disposed financial assets at fair value through profit or loss and settled derivative financial assets. Our dividend and gain from disposed financial assets at fair value through profit or loss and settled derivative financial assets increased by 368.4% from US$28.5 million in 2022 to US$133.6 million in 2023, primarily due to an increase in net gain from disposal of financial instruments of US$101.5 million. Net gain from disposal of financial instruments this year mainly comprised of (i) gain from disposal of listed equity shares of US$11.3 million, (ii) gain from settlement of derivatives contracts of US$96.1 million, and (iii) gain from disposal of movie income rights of US$16.3 million.
Net fair value changes on financial assets at fair value through profit or loss. The net fair value loss amounted to US$40.9 million in 2023, representing an increase in loss of 98.5% as compared to 2022. This was primarily due to a decrease in the fair value of our investment portfolio of US$115.7 million. The net fair value gain arising from investments in equity securities of related parties were US$3.2 million and US$2.3 million for the years ended December 31, 2023 and 2022, respectively.
Net fair value changes on derivative financial assets. The net fair value gain was nil in 2023 as compared to US$61.9 million 2022. The change resulted from the settlement of all of our derivative financial assets in 2023.
Other income and gains
Our other income and gains increased by 143.2% from US$37.7 million in 2022 to US$91.7 million in 2023, primarily attributable to (i) increase in bank interest income of US$4.2 million as we had generated additional interest income from deposits with banks, (ii) increase in the net average outstanding balance due from our immediate holding company, which was interest bearing, (iii) the gain arising from a bargain purchase of US$4.5 million, and (iv) the gain arising from disposal of subsidiaries of US$64.3 million.
Other operating expenses
Our other operating expenses increased by 28.7% from US$22.8 million in 2022 to US$29.4 million in 2023, primarily due to (i) an increase in premises costs and office utilities expenses of US$2.5 million, (ii) an increase of US$1.9 million in marketing and brand promotional expenses, and (iii) an increase in depreciation and amortization of US$1.9 million, as a result of acquisition of WME Assets and The Art Newspaper during the year.
Staff costs
Our staff costs increased by 21.7% from US$16.5 million in 2022 to US$20.1 million in 2023, primarily due to the incremental costs in connection to the post-acquisition operations of WME Assets and The Art Newspaper.
Finance costs
Our finance costs increased by 854.5% from US$0.9 million in 2022 to US$8.2 million in 2023, primarily due to the increase in the outstanding bank borrowings and an amount due to a non-controlling shareholder, which is interest-bearing, during the period.
Income tax expense
Income tax expense decreased by 67.8% from US$13.4 million in 2022 to US$4.3 million in 2023 due to increase in non-taxable income.
Profit for the year
As a result of the foregoing, our profit decreased by 4.4% from US$160.5 million in 2022 to US$153.4 million in 2023.
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Selected Items on the Consolidated Statements of Financial Position
The following table sets forth certain selected consolidated statements of financial position data as of the dates indicated:
| As of December 31, | ||||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| (in thousands) | ||||||||||||
| Selected Consolidated Statements of Financial Position Data | ||||||||||||
| Assets: | ||||||||||||
| Accounts receivable | 24,068 | 5,525 | 7,029 | |||||||||
| Amount due from immediate holding company | 287,178 | 1,057,007 | 1,400,612 | |||||||||
| Financial assets at fair value through profit or loss | 195,337 | 79,607 | 164,620 | |||||||||
| Derivative financial asset | 185,069 | — | — | |||||||||
| Total assets | 1,060,723 | 1,486,590 | 2,069,918 | |||||||||
| Liabilities and Equity: | ||||||||||||
| Accounts payable | 10,556 | 9,382 | 3,640 | |||||||||
| Bank borrowings—current | 20,122 | 65,793 | 63,539 | |||||||||
| Bank borrowings—non-current | 458 | 30,373 | 219,434 | |||||||||
| Total liabilities | 58,309 | 193,016 | 369,889 | |||||||||
| Perpetual securities | 228,476 | 234,238 | 234,245 | |||||||||
| Total equity | 1,002,414 | 1,293,574 | 1,700,029 | |||||||||
| Total liabilities and equity | 1,060,723 | 1,486,590 | 2,069,918 | |||||||||
Accounts receivable
Our accounts receivable consists of (i) receivable from capital market solutions services, (ii) commission receivable from insurance brokerage, (iii) receivable from digital solutions and other services, (iv) receivable from fashion, arts and luxury media advertising and marketing services, and (v) receivable arising from hotel operations, hospitality and VIP services. The following table sets forth a breakdown of our accounts receivable as of the dates indicated.
| As of December 31, | ||||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| (in thousands) | ||||||||||||
| Accounts receivable: | ||||||||||||
| Receivable from capital market solutions services | 10,466 | — | — | |||||||||
| Commission receivable from insurance brokerage | 349 | 200 | 572 | |||||||||
| Receivable arising from digital solutions and other services | 10,496 | — | — | |||||||||
| Receivable from media and entertainment services | 2,757 | 5,214 | 4,973 | |||||||||
| Receivable from hotel operations, hospitality and VIP services | — | 111 | 1,484 | |||||||||
| Total | 24,068 | 5,525 | 7,029 | |||||||||
Our accounts receivable increased by 27.2% from US$5.5 million as of December 31, 2023 to US$7.0 million as of December 31, 2024, primarily due to an increase in receivable from hotel operations, hospitality and VIP services of US$1.4 million, arising from the additional contribution in our hotels and hence increased revenue generated from the hotel segment.
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Our accounts receivable decreased by 77.0% from US$24.1 million as of December 31, 2022 to US$5.5 million as of December 31, 2023, primarily due to a decrease in receivable from capital market solution services of US$10.5 million and digital solutions and other services of US$10.5 million, caused by the deterioration in global economic environment and hence the decreased revenue generated from these two revenue streams.
The settlement terms of our accounts receivable varied depending on the type of accounts receivable. The normal settlement terms of receivable from our capital market solutions services are specific terms mutually agreed between the contracting parties and receivables are non-interest bearing. Commission receivable arising from insurance brokerage business has a credit period of up to 15 days and accounts receivable from digital solutions and other services business and fashion, arts and luxury media advertising and marketing services business have a credit period of up to 90 days. The normal settlement terms of accounts receivable from hotel operations, hospitality and VIP services are specific terms mutually agreed between the contracting parties.
The following table sets forth an aging analysis of accounts receivable as of the dates indicated, based on the invoice date, net of loss allowance.
| As of December 31, | ||||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| (in thousands) | ||||||||||||
| Not yet due | 22,796 | 3,075 | 3,395 | |||||||||
| Past due | ||||||||||||
| – Within 1 month | 932 | 530 | 1,116 | |||||||||
| – 1 to 3 months | 198 | 974 | 1,256 | |||||||||
| – Over 3 months | 142 | 946 | 1,262 | |||||||||
| Total | 24,068 | 5,525 | 7,029 | |||||||||
Our accounts receivable not yet past due increased by 10.4% from US$3.1 million as of December 31, 2023 to US$3.4 million as of December 31, 2024, primarily attributable to increase in receivables due to successful expansion in media segment and additional contribution in hotel segment. The increases in accounts receivable past due for 1 to 3 months and over 3 months were primarily due to increase in outstanding balances from certain fashion, arts and luxury media advertising and marketing clients and hotel customers.
Our accounts receivable not yet past due decreased by 86.5% from US$22.8 million as of December 31, 2022 to US$3.1 million as of December 31, 2023, primarily attributable to decrease in receivables due to the change in revenue mix and enhancement made in the receivables collection process, which also lead to a decrease in accounts receivable past due within 1 month. The increases in accounts receivable past due for 1 to 3 months and over 3 months were primarily due to increase in outstanding balances from certain fashion, arts and luxury media advertising and marketing clients.
Due from immediate holding company
Balances with immediate holding company were primarily attributable to inter-company fund transfers carried out among the entities within AMTD Group as part of the central treasury function. On August 5, 2019 and July 15, 2022, we entered into an intercompany financing agreement with our immediate holding company. Any intercompany receivables and payables balances with the immediate holding company and other subsidiaries of AMTD Group would be settled on a net basis and the net balance bears an interest at 2% per annum. Our treasury function was conducted centrally under AMTD Group.
The amount of our due from immediate holding company increased from US$1.1 billion as of December 31, 2023 to US$1.4 billion as of December 31, 2024, primarily attributable to the issuance of new shares of the Company and AMTD Digital which were settled through intercompany account.
The amount of our due from immediate holding company increased from US$287.2 million as of December 31, 2022 to US$1,057.0 million as of December 31, 2023, primarily due to the effect of (i) settlement of certain receivables of US$389.0 million with AMTD Group under the agreements between certain third parties, the Company and AMTD Group; (ii) net advance to immediate holding company of US$404.4 million for group treasury management purpose; and (iii) transfer of financial assets at fair value through profit or loss of US$80.2 million; and partially offset by (i) the consideration payable for the acquisition of WME Assets from AMTD Group amounting to US$82.0 million, and (ii) the consideration payable for the repurchase of shares from AMTD Group amounting to US$40.0 million.
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Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss primarily consist of (i) listed equity shares at quoted prices, (ii) unlisted equity shares, and (iii) movie income right investments, all of which are related to our strategic investment business.
Our financial assets at fair value through profit or loss increased from US$79.6 million as of December 31, 2023 to US$164.6 million as of December 31, 2024, primarily attributable to (i) additional investments of US$56.7 million, and (ii) a net appreciation in value of US$27.8 million.
Our financial assets at fair value through profit or loss decreased from US$195.3 million as of December 31, 2022 to US$79.6 million as of December 31, 2023, primarily due to (i) disposal of investments of US$37.6 million in 2023, (ii) the derecognition of investment in AMTD Assets Alpha Group as financial assets at fair value through profit or loss of US$66.2 million upon our acquisition of its remaining 80.1% equity interests, and (iii) a net depreciation in value of US$40.9 million; partially offset by (i) additional investments of US$1.6 million in 2023, and (ii) the gain arising from disposal of investments of US$27.6 million.
Derivative financial asset
Our derivative financial asset mainly represented the derivative contracts of “Upside Participation and Profit Distribution Agreements” entered into with a counterparty in order to hedge against adverse movement in the share price of our investments in listed shares.
The fair value of our derivative financial asset decreased from US$185.1 million as of December 31, 2022 to nil as of December 31, 2023 as a result of the full settlement of all agreements in 2023.
Accounts payable
Our accounts payable consists of (i) payables to suppliers of fashion, arts and luxury media advertising and marketing services, and (ii) others. The following table sets forth a breakdown of our accounts payable as of the dates indicated.
| As of December 31, | ||||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| (in thousands) | ||||||||||||
| Accounts payable: | ||||||||||||
| Payables to suppliers of media and entertainment services | 9,846 | 8,628 | 2,386 | |||||||||
| Others | 710 | 754 | 1,254 | |||||||||
| Total | 10,556 | 9,382 | 3,640 | |||||||||
Our accounts payable decreased from US$9.4 million as of December 31, 2023 to US$3.6 million as of December 31, 2024, primarily attributable to a decrease of US$6.2 million in payables to suppliers of fashion, arts and luxury media advertising and market services as a result of the optimization of our payment cycle.
Our accounts payable decreased by 11.1% from US$10.6 million as of December 31, 2022 to US$9.4 million as of December 31, 2023, primarily due to a decrease of US$1.2 million in payables to suppliers of fashion, arts and luxury media advertising and marketing services as a result of the optimization of our payment cycle.
Bank borrowings
Our total bank borrowing facilities were US$285.1 million as of December 31, 2024, of which US$283.0 million were utilized. These bank borrowings bore average contractual interest rate of 4.76% per annum and among that, bank borrowings of US$219.6 million were secured by our hotel properties, US$33.2 million were secured by pledged bank deposits of US$33.0 million and US$30.2 million were unsecured.
Our total bank borrowing facilities were US$97.8 million (comprising borrowing facilities of US$45 million, HK$400 million, Euro 0.5 million and GBP 50 thousand) as of December 31, 2023, of which US$96.2 million were utilized. These bank borrowings bore average contractual interest rate of 5.6% per annum and among that, bank borrowings of US$50.7 million were secured by our hotel property and US$45.4 million were unsecured.
The increase in our borrowing in 2024 was due to increased borrowings secured by our properties.
76
Perpetual securities
As at December 31, 2023 and 2024, the total amount of active perpetual securities was US$200.0 million and SG$38.8 million.
| B. | Liquidity and Capital Resources |
Our principal sources of liquidity to finance our operating and investing activities have been issuances of equity securities in our initial public offering and private placements, perpetual securities and bank borrowings, as well as net cash provided by operating activities. As of December 31, 2024, we had US$62.9 million in cash and cash equivalents. Our cash and cash equivalents primarily consist of general bank balances. We believe that our current cash and cash equivalents and our anticipated cash flows from operations will be sufficient to meet our anticipated working capital requirements, capital expenditures, and debt repayment obligations for at least the next 12 months. We may from time to time decide to enhance our liquidity position or increase our cash reserve for future operations and investments through additional financing. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increasing fixed obligations and could result in operating covenants that would restrict our operations.
In August 2019, we completed our initial public offering of 23,873,655 ADSs representing 23,873,655 Class A ordinary shares and received approximately US$192.6 million in net proceeds. In December 2019, AMTD IDEA Group issued and sold (i) a total of 7,307,692 Class A ordinary shares and 4,526,627 Class B ordinary shares to Value Partners Greater China High Yield Income Fund, and other selected investors, and (ii) the VP Note to Value Partners Greater China High Yield Income Fund, all in the form of private placement, and received approximately US$115.0 million in net proceeds.
In May 2020, AMTD IDEA Group issued US$200 million 7.25% senior perpetual securities and SG$50 million 4.5% senior perpetual securities. In October 2021, we redeemed perpetual securities with a principal amount of approximately SG$11.2 million (US$8.3 million) as part of our active balance sheet management targeting for early repayment of outstanding exposures.
In September 2020, AMTD IDEA Group obtained a US$30 million banking facility and have drawn down the loans. In December 2021, AMTD IDEA Group obtained an additional US$20 million banking facility and have drawn down the loan.
In January and April 2022, AMTD IDEA Group issued an aggregate of 8,411,215 Class A ordinary shares and 3,271,028 Class B ordinary shares through a private placement of US$50 million to a number of reputable professional investors.
In April 2022, AMTD IDEA Group entered into a share purchase agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited and we are entitled to draw down up to an aggregate limit of US$50 million in exchange for our Class A ordinary shares, for a period of 72 consecutive months. In April 2023, AMTD IDEA Group issued an aggregate of 45,000,000 ADSs, representing 90,000,000 Class A ordinary shares, to certain selected investors for a total consideration of US$93.6 million.
In February 2023, we recorded an additional bank borrowing of US$50,7 thousand denominated in Hong Kong dollars through acquisition of WME Assets. This borrowing is secured by our hotel property, which has a carrying amount of US$69.6 million.
In February 2023, we obtained a bank borrowing of US$15.0 million, which is unsecured and denominated in US$. The loan carries interest rate at 0.25% below daily Wall Street Journal Prime Rate and was repaid in August 2024. In August 2024, we obtained bank borrowings of US$33.0 million, secured by the bank balances of the same amount and denominated in US$ and carrying interest rate at an index indicated by the borrower bank.
In May 2023, we obtained a bank borrowing of US$30.0 million, which is unsecured and denominated in US$. The loan carries interest rate at daily Wall Street Journal Prime Rate and is repayable by May 2025.
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Cash Flows
The following table sets forth a summary of our cash flows for the periods indicated:
| As of December 31, | ||||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| (in thousands) | ||||||||||||
| Summary Consolidated Cash Flows Data | ||||||||||||
| Net cash generated from operating activities | 26,621 | 39,978 | 5,159 | |||||||||
| Net cash used in investing activities | (73,951 | ) | (266,967 | ) | (45,338 | ) | ||||||
| Net cash generated from/(used in) financing activities | 117,639 | 209,348 | (17,340 | ) | ||||||||
| Net increase/(decrease) in cash and cash equivalents | 70,309 | (17,641 | ) | (57,519 | ) | |||||||
| Cash and cash equivalents at the beginning of year | 67,494 | 138,297 | 120,234 | |||||||||
| Effect of foreign exchange rate change, net | 494 | (422 | ) | 157 | ||||||||
| Cash and cash equivalents at the end of year | 138,297 | 120,234 | 62,872 | |||||||||
Operating Activities
Net cash generated from operating activities in 2024 was US$5.2 million, which consists of our profit before tax of US$55.2 million as adjusted for non-cash items and the effects of changes in operating assets and liabilities. Adjustments for non-cash items primarily included US$24.8 million of gain from disposal of subsidiaries, US$18.9 million of interest income, US$8.7 million of dividend income, and US$26.4 million of net fair value gain and disposal gain on financial assets at fair value through profit or loss in connection with our strategic investment business, partially offset by US$13.4 million of finance costs relating to our bank borrowings, interest-bearing amount due to a non-controlling shareholder and lease liabilities, and US$6.8 million of depreciation and amortization. The principal items accounting for the changes in operating assets and liabilities were (i) US$1.2 million of increase in other payables and accruals, and (ii) US$1.6 million of increase in accounts payables and other assets, partially offset by (iii) an increase in accounts receivable of US$4.1 million, and (iv) US$1.4 million of increase in prepayments, deposits and other receivables.
Net cash generated from operating activities in 2023 was US$40.0 million, which consists of our profit before tax of US$157.7 million as adjusted for non-cash items and the effects of changes in operating assets and liabilities. Adjustments for non-cash items primarily included US$123.6 million of gain related to disposed investments, US$64.3 million of gain from disposal of subsidiaries, US$20.2 million of interest income, US$9.9 million of dividend income, and US$4.5 million of gain from a bargain purchase, partially offset by US$40.9 million of net fair value gain and disposal gain on financial assets at fair value through profit or loss, stock loan and derivative financial asset in connection with our strategic investment business, US$8.2 million of finance costs relating to our bank borrowings, interest-bearing amount due to a non-controlling shareholder and lease liabilities, and US$2.3 million of share of losses of joint ventures. The principal items accounting for the changes in operating assets and liabilities were (i) US$10.7 million of decrease in accounts receivable, (ii) US$5.3 million of decrease in prepayments, deposits and other receivables, and (iii) US$15.6 million of increase in other payables and accruals, partially offset by a decrease in accounts payables and other assets in the amount of US$1.2 million.
Net cash generated from operating activities in 2022 was US$26.6 million, which consists of our profit before tax of US$173.9 million as adjusted for non-cash items and the effects of changes in operating assets and liabilities. Adjustments for non-cash items primarily included US$43.0 million of net fair value gain and disposal gain on financial assets at fair value through profit or loss, stock loan and derivative financial asset in connection with our strategic investment business, US$4.8 million of gain from a bargain purchase, and US$14.8 million of gain from disposal of subsidiaries, partially offset by US$0.9 million of finance costs relating to our bank borrowings and convertible bond. The principal items accounting for the changes in operating assets and liabilities were (i) US$29.2 million of increase in accounts receivable, (ii) US$11.4 million of decrease in other payables and accruals, partially offset by (iii) US$7.7 million of changes in accounts payable and other assets, and (iv) US$11.5 million of decrease in prepayments, deposits and other receivables.
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Investing Activities
Net cash used in investing activities in 2024 was US$45.3 million, which was primarily attributable to the net effect of (i) a net increase in advance to immediate holding company of US$41.4 million, (ii) payments for acquisitions of financial assets at fair value through profit or loss of US$7.2 million, partially offset by the net cash received from acquisition of subsidiaries of US4.3 million.
Net cash used in investing activities in 2023 was US$267.0 million, which was primarily attributable to the net effect of (i) a net increase in advance to immediate holding company of US$404.4 million for group treasury management purpose, (ii) payments for acquisitions of financial assets of US$1.6 million, (iii) an aggregate receipt of consideration receivables on disposal of investments and subsidiaries of US$114.5 million, and (iv) receipt from a non-controlling shareholder of a subsidiary of US$20.0 million.
Net cash used in investing activities in 2022 was US$74.0 million, which was attributable to (i) a net increase in advance to immediate holding company of US$68.7 million for group treasury management purpose, (ii) payments for acquisitions of financial assets of US$4.8 million, and (iii) a net outflow of US$2.0 million arising from disposals of financial assets and subsidiaries, acquisitions of subsidiaries, and return from investments.
Financing Activities
Net cash used in financing activities in 2024 was US$17.3 million, which was mainly due to (i) repayment of bank borrowings of US$16.8 million, (ii) repayment to non-controlling shareholding of a subsidiary of US$15.7 million, (iii) distribution to perpetual securities holders of US$4.3 million, and (iv) US$13.6 million of finance cost paid, partially offset by net proceeds from our bank borrowings.
Net cash generated from financing activities in 2023 was US$209.3 million, which was mainly due to net proceeds from the issuance of shares of the Company and AMTD Digital of US$93.6 million and US$100.0 million, respectively, and net proceeds from our bank borrowings.
Net cash generated from financing activities in 2022 was US$117.6 million, which was mainly due to net proceeds from the listing of AMTD Digital.
Capital Expenditures
Our capital expenditures were insignificant in 2022, 2023 and 2024. In these periods, our capital expenditures were primarily used for purchases of office equipment. We will continue to make capital expenditures to meet the expected growth of our business. We intend to fund our future capital expenditures with our existing cash balance and proceeds from our financing activities.
Holding Company Structure
AMTD IDEA Group is a holding company with no material operations of its own. We conduct our operations primarily through our subsidiaries. As a result, AMTD IDEA Group’s ability to pay dividends depends upon dividends paid by our subsidiaries. If our existing subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to AMTD IDEA Group.
| C. | Research and Development, Patents and Licenses, etc. |
Intellectual Property
As of the date of this annual report, we own numerous registered trademarks on a worldwide basis including trademarks with the word “L’Officiel” and “The Art Newspaper”. We are also licensed by our Controlling Shareholder to use certain trademarks which included the word “AMTD” or logo of “AMTD” or combination of word and logo. We maintain various registered domain names, including amtdinc.com.
| D. | Trend Information |
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2025 that are reasonably likely to have a material adverse effect on our total revenues, profitability, liquidity, or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
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| E. | Off-Balance Sheet Arrangements |
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity, or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging, or product development services with us.
| F. | Tabular Disclosure of Contractual Obligations |
The following table sets forth our contractual obligations as of December 31, 2024.
| Total | Less Than 1 Year | 1-3 Years | 3-5 Years | More Than 5 Years | ||||||||||||||||
| (US$ in millions) | ||||||||||||||||||||
| Bank borrowings, with principal and interest | 323.7 | 75.5 | 67.0 | 163.3 | 17.9 | |||||||||||||||
In December 2019, we issued the VP Note in an aggregate principal amount of US$15 million, which may be converted at any time after six months following the date of issuance and prior to the close of business on the second business day immediately preceding the maturity date of June 2023 based on an initial conversion rate of 99.44 ADSs per US$1,000 principal amount of notes, provided, however, that the holder can only exercise such right to convert no more than twice. The conversion rate is subject to adjustment upon the occurrence of certain events. The VP Note bears interest at a rate of 2.00% per year, and was converted into ordinary shares in early 2022.
In March 2020, AMTD IDEA Group listed the MTN Program by way of debt issuance to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) on the Stock Exchange of Hong Kong Limited. Under the MTN Program, AMTD IDEA Group may from time to time issue medium term notes or perpetual securities up to an aggregate amount of US$1.0 billion. We intend to use the net proceeds from the issuances of debt securities under the MTN Program for long-term development needs, international expansion, and general corporate purposes. In April 2020, AMTD IDEA Group dual-listed the MTN Program on the SGX-ST. Later in the same month, we extended an invitation to holders of the Existing Securities to offer exchange any and all of their outstanding Existing Securities for new securities to be issued by AMTD IDEA Group under the MTN Program. The amount of new securities to be delivered in exchange for a principal amount of the Existing Securities offered and accepted for exchange shall be the product of (i) such principal amount of Existing Securities and (ii) the applicable exchange ratio pursuant to the exchange instruction, subject to a minimum offer amount of US$200,000. The exchange offer expired on May 6, 2020.
In May 2020, AMTD IDEA Group issued US$200 million 7.25% senior perpetual securities and SG$50 million 4.5% senior perpetual securities. In September 2020 and December 2021, we obtained a US$30 million and a US$20 million banking facility, respectively, and have drawn down the loans. In February 2023, AMTD Digital was granted a banking facility amounting to US$15 million from an international financial institution.
While the table above indicates our contractual obligations as of December 31, 2024, the actual amounts we are eventually required to pay may be different in the event that any agreements are renegotiated, canceled, or terminated.
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Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
| A. | Directors and Senior Management |
The following table sets forth information regarding our directors and executive officers as of the date of this annual report.
| Directors and Executive Officers | Age | Position/Title | ||||
| Dr. Feridun Hamdullahpur(1)(2)(3) | 70 | Chairman of the Board of Directors, Chairman of Executive Management Committee, and Independent Director | ||||
| Dr. Timothy Tong(1)(2)(3) | 71 | Independent Director | ||||
| Dr. Annie Koh(1)(3) | 71 | Independent Director | ||||
| Jazz Li | 42 | Independent Director | ||||
| Marcellus Wong(2) | 71 | Independent Director | ||||
| Raymond Yung | 64 | Independent Director | ||||
| Giampietro Baudo | 46 | Chief Executive Officer | ||||
| Xavier Zee | 50 | Chief Financial Officer | ||||
Notes:
| (1) | Member of our audit committee. |
| (2) | Member of our compensation committee. |
| (3) | Member of our nominating and corporate governance committee. |
Pursuant to the currently effective articles of association of our company, our board of directors consists of six directors. There are no arrangement or understanding with our shareholders or other third parties with respect to the election of a director or a member of senior management. There are no family relationships among any of the directors or executive officers of our company.
Our chief executive officer is appointed by the executive management committee of the board of directors on a 6-month rotation basis. See “—C. Board Practices—Executive Management Committee of the Board of Directors.”
Biographical Information
Dr. Feridun Hamdullahpur is chairman of our board of directors, chairman of our Executive Management Committee, and an independent director. Dr. Hamdullahpur has served as a director of our Controlling Shareholder since January 2019 and as an independent director of AMTD Digital since August 2022. Dr. Hamdullahpur, President Emeritus, served as the sixth president and vice-chancellor of the University of Waterloo between 2010 and 2021. Before that, he served as a vice-president academic and provost at the University of Waterloo from September 2009 to September 2010. Dr. Hamdullahpur has served as a member of the strategic advisory board of Sorbonne University since 2014, and member of the international advisory board of King Abdulaziz University since 2017. He is the Chancellor of the International Business University. In 2022, Dr. Hamdullahpur was named as a member of the Order of Canada. In 2015, Dr. Hamdullahpur was appointed chair of the Leadership Council for Digital Infrastructure in Canada. Dr. Hamdullahpur was named a fellow of the Canadian Academy of Engineering in July 2014, and a fellow of the Royal Society of Canada in 2018. Dr. Hamdullahpur was awarded the Queen Elizabeth II Diamond Jubilee Medal in January 2013 in acknowledgement of his leadership in education and innovation. Dr. Hamdullahpur graduated from the Technical University of Istanbul with a bachelor’s degree in mechanical engineering in 1976 and a master’s degree in mechanical engineering from the Technical University of Istanbul in 1979. Dr. Hamdullahpur received his Ph.D. in chemical engineering from the Technical University of Nova Scotia in 1985.
Dr. Timothy Tong is an independent director, and chairman of the board of AMTD Digital. Dr. Tong has been instrumental in establishing various initiatives with academic institutions to support talent development in FinTech. Examples include the formation of the AMTD FinTech Centre of PolyU Faculty of Business, which spawned the first doctoral degree in FinTech in Asia. Dr. Tong was appointed an independent director in February 2022. Dr. Tong is the chief executive officer of AMTD Charity Foundation, and chairman of the Hong Kong Laureate Forum, which is an organization formed by distinguished personalities and academics in Hong Kong. The mission is to connect the current and next generations of leaders in scientific pursuit, and to promote science and technology to the youngsters in Hong Kong and around the world. Dr. Tong is an internationally renowned educator and expert in heat transfer. He served as the President of The Hong Kong Polytechnic University from January 2009 to December 2018. He is also the former dean of the school of engineering and applied science at The George Washington University, and the former chairman of the steering committee of the Pilot Green Transport Fund of the Environmental Protection Department in Hong Kong. He is a fellow of the American Society of Mechanical Engineers, a fellow and former president of the Hong Kong Academy of Engineering Sciences. Dr. Tong currently serves as an independent non-executive director of Airstar Bank Limited; an independent non-executive director of Gold Peak Technology Group Limited (SEHK: 40); a non-executive director of Freetech Road Recycling Technology (Holdings) Limited (SEHK: 6888); and an independent non-executive director of Gold Peak Industries Limited (SGX: G20). Dr. Tong has been a Justice of the Peace in Hong Kong since July 2010. Dr. Tong received a Ph.D. degree in mechanical engineering from the University of California at Berkeley in December 1980, a master of science degree in engineering from University of California Berkeley in June 1978 and a bachelor of science degree in mechanical engineering from Oregon State University in June 1976.
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Dr. Annie Koh has served as our independent director since June 2020. Dr. Koh is a renowned conference speaker, panel moderator, and commentator. Dr. Koh chaired the Asian Bond Fund 2 supervisory committee for the Monetary Authority of Singapore from 2005-2023 and is currently a committee member of Singapore’s Customs Advisory Council. Dr. Koh has been appointed board member of Singapore Food Agency since April 1, 2023. Dr. Koh is currently Chairman of Prime US REIT and an independent director of Prudential Assurance Company Singapore Pte Ltd, Yoma Strategic Holdings Ltd and a board member of EtonHouse Community Fund (Charity), Dr. Koh previously served on GovTech, Singapore’s CPF, HMI, K1 Ventures boards, and was a member of the World Economic Forum Global Future Council from 2019 to 2022, and the HR Industry Transformation Advisory Panel from 2018 to March 2023. Dr. Koh also advises selected single-family offices and privately owned enterprises such as Flexxon Pte Ltd., JCK4Life and TOP International, and startups such as Dedoco, Float Foods Pte Ltd, Hyperscal Solutions Pte Ltd, Pyxis Maritime Pte Ltd, and non-profits such as Cyber Youth Singapore. Dr. Koh has been an investment committee member of iGlobe Partners since July 2010, advisor to CUBE3 Ventures since October 2021, and Asia Food Sustainability Fund since February 2022. Previously held leadership positions at SMU include Vice President for Business Development; V3 Group Professor of Family Entrepreneurship; Academic Director of Business Families Institute and International Trading Institute; Associate Dean, Lee Kong Chian School of Business; and Dean, Office of Executive and Professional Education. Dr. Koh received her Ph.D. degree in International Finance as a Fulbright scholar from Stern School of Business, New York University in 1988. Dr. Koh’s research interests are in Family Office and Family Business, Investor Behaviour, Alternative Investments and Enterprise Risk Management. Dr. Koh co-authored Financial Management: Theory and Practice, 2nd edition (2021), and Financing Internationalisation – Growth Strategies for Successful Companies (2004), co-editor of Asian Family Business: Succession, Governance and Innovation (2020), and author of a number of Asian family business cases and survey reports. In recognition of her contribution to education and the public sector, Dr. Koh was awarded the bronze and silver Singapore Public Administration medal in 2010 and 2016 respectively, the Adult Education Prism Award in 2017, and the Tripartite Alliance Award in 2023.
Mr. Jazz Li has served as our independent director since February 2024. Jazz is a cultural entrepreneur and a leader in the movement to transcend the boundaries of fine art and entertainment, realizing the potential synergies between fine art, culture, and mass media. Jazz has crafted celebrity-curated fine art exhibitions, which have achieved critical reception not just from the fine art world but also from general audiences — working closely with fine art celebrity curators such as the King of Mandopop Jay Chou. As the founder and chief executive officer of ENVISEAM, Jazz has also redefined how the auction world can leverage a transformation of content and influence to achieve a more significant critical following, as demonstrated in ENVISEAM’s partnership with Sotheby’s in 2021, and Christie’s in 2023. Since the mid-2010s, Jazz has made use of his knowledge and network from his experience in the collection of fine art to develop concepts and the foundations of ENVISEAM. Before his commitments to the collection of fine art, he was a professional advisor to enterprises and entrepreneurs with regard to technology. In 2005, he founded the first virtual assets and currency marketplaces in Southeast Asia, MMO Factory and Golden Turn. Jazz studied economics at the London School of Economics and graduated in 2004. In his youth, he was active in sports and computer science, representing his school in national competitions.
Mr. Marcellus Wong is our independent director and has over 40 years of experience in accounting and taxation. Mr. Wong has been serving as the vice chairman of the board of directors of our Controlling Shareholder since October 2015. Mr. Wong served in a number of other positions including, from June 2015 to June 2021, independent non-executive director of SEHK-listed Xinte Energy Co., Ltd. (SEHK: 1799); from July 2012 to June 2017, senior advisor of PricewaterhouseCoopers; and, from November 2001 to October 2021, a member of the Joint Liaison Committee on Taxation that advises the government of Hong Kong on tax issues. Mr. Wong has also served as a council member of the Taxation Institute of Hong Kong from 1995 to 2017, president from 1996 to 1999, and chairman of advisory board since 2017. He was the president of CPA Australia-Hong Kong China Division from 2004 to 2005 and has served as its honorary adviser of Greater China region since July 2014. Mr. Wong joined PricewaterhouseCoopers in February 1990 and, prior to his retirement in June 2012, served as a partner and compliance leader in Hong Kong and Mainland China as well as risk and quality leader for its tax practice in the Asia Pacific region. Mr. Wong graduated from the Hong Kong Polytechnic (currently known as The Hong Kong Polytechnic University) with a higher diploma in accountancy in October 1977, and also obtained a degree through the external program from the University of London in the United Kingdom in August 1989. Mr. Wong was admitted as a fellow of the Hong Kong Institute of Certified Public Accountants in December 1987, a fellow of CPA Australia in October 2001, and a fellow of the Taxation Institute of Hong Kong in March 2004.
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Mr. Raymond Yung is our independent director, and has over 40 years of experience in advising financial institutions in Hong Kong and Mainland China. Mr. Yung sits on the board of Citibank (Hong Kong) Limited as an independent non-executive director. Mr. Yung has extensive experience in the operational, risk management, internal controls, and financial reform of many large-scale financial institutions. Mr. Yung headed PricewaterhouseCoopers’s financial services practice in China for over ten years, and has been serving on PwC’s China, Hong Kong and Singapore Firm’s Board of Partners until his retirement in 2016. From September 1992 to June 2002, Mr. Yung led Arthur Andersen’s financial services group in Hong Kong. Mr. Yung was the lead engagement partner for the restructuring and IPO of eleven licensed banks which were merged to form the BOC Hong Kong (Holdings) Limited in 2002. Between 1991 and 1992, Mr. Yung was appointed as a special advisor to the deputy chief executive of the Hong Kong Monetary Authority in relation to internal controls and accounting matters, and was subsequently appointed to serve on its banking advisory committee. Mr. Yung is a member of the Hong Kong Institute of Certified Public Accountants and a certified accountant registered with the UK Chartered Association of Certified Accountants and CPA Australia. Mr. Yung graduated from The Hong Kong Polytechnic University with a higher diploma in accountancy in November 1980.
Mr. Giampietro Baudo is our chief executive officer. He is the Global Chief Content Officer of L’Officiel and the Editor in Chief of L’Officiel Italia Publishing SRL. He joined L’Officiel in 2019 from Esquire Italia where he has served as the Editor in Chief since 2017, launching and managing one of the world’s leading men’s fashion publications (in his tenure at Hearst Magazines Italia he worked closely to the board also for the feminine magazine Elle and Marie Claire plus on digital launch of Harper’s Bazaar Italia). Previously he was the Editor in Chief of MF Fashion, the one and only European daily newspaper about fashion and luxury, where he continues to be contributor go with the BLACKSTAGE weekly column. During his career he has been, also, ManagingEditor of L’Uomo Vogue, Vogue Sport and Vogue Tessuti, Editor at large of Vogue Italia, EIC of MFF-Magazine for Fashion and MFF-Magazine for Living, Curator of the exhibition “Eccellenza Italia” in China, Creative Director of Ladies and contributor to System magazine, Elle and Vogue Italia. He is also part of the jury/committee for CFDA-The Council of Fashion Designers of America, BFC-British fashion council, CNMI-Camera nazionale della moda Italiana, ITS-International Talent Support and many other international fashion awards.
Mr. Xavier Zee is our chief financial officer and chief financial officer of our Controlling Shareholder. Mr. Zee joined our Controlling Shareholder in November 2020. Mr. Zee was admitted to the partnership of PricewaterhouseCoopers in July 2008, and has over 24 years of experience in providing assurance, business advisory, and capital market services to companies, especially in the financial service industry, in Mainland China and Hong Kong. Mr. Zee obtained his bachelor’s degree in business administration with first class honors in The Chinese University of Hong Kong in 1996. Mr. Zee is currently a member of Hong Kong Institute of Certified Public Accountants and American Institute of Certified Public Accountants, and is a Chartered Global Management Accountant.
Employment Agreements and Indemnification Agreements
We have entered into employment agreements with our senior executive officers. Pursuant to these agreements, we are entitled to terminate a senior executive officer’s employment for cause at any time without remuneration for certain acts of the officer, such as being convicted of any criminal conduct, any act of gross or willful misconduct or any serious, willful, grossly negligent or persistent breach of any employment agreement provision, or engaging in any conduct which may make the continued employment of such officer detrimental to our company. Each executive officer agrees that we shall own all the intellectual property developed by such officer during his or her employment. We also enter into standard confidentiality and non-compete agreements with our senior management in accordance with market practice.
We have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify them against certain liabilities and expenses that they incur in connection with claims made by reason of their being a director or officer of our company.
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| B. | Compensation |
For the year ended December 31, 2024, we paid an aggregate of US$83 thousand in cash compensation (inclusive of directors’ fees) to our directors. Directors are reimbursed for all expenses incurred in connection with each board of directors meeting and when carrying out their duties as directors of our company.
For the year ended December 31, 2024, we paid an aggregate of US$0.9 million in cash compensation to our executive officers, excluding compensation paid to the executive officers who also serve and receive compensation as our directors.
We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. Our Hong Kong subsidiaries are required by the Mandatory Provident Fund Schemes Ordinance of Hong Kong to make monthly contributions to the mandatory provident fund scheme in an amount equal to at least 5% of an employee’s salary subject to a cap of HK$1,500 per month per employee.
Stock Incentive Plan
AMTD SpiderMan Share Incentive Plan
In June 2019, our board of directors approved the AMTD SpiderMan Share Incentive Plan, or the 2019 Plan, to attract and retain the best available personnel, provide additional incentives to employees, directors, and consultants, and promote the success of our business. The maximum aggregate number of ordinary shares that may be issued under the Plan is initially 20,000,000 and on January 1 of each year after the effective date of the 2019 Plan, will automatically increase to the number of shares that is equal to ten percent (10%) of the total issued and outstanding share capital of our company as of December 31 of the preceding year. In addition, on January 1 of each year after the effective date of the Plan, the aggregate number of shares that may be issued under the 2019 Plan will automatically increase by the number of shares representing 1.0% of the total issued and outstanding share capital of our company as of December 31 of the preceding year, or such less number as our board of directors may determine. As of the date of this annual report, no awards have been granted under the 2019 Plan.
The following paragraphs summarize the principal terms of the 2019 Plan.
Type of Awards. The 2019 Plan permits the awards of options, restricted share units, restricted shares, or other types of award approved by the plan administrator.
Plan Administration. Our board of directors or a committee appointed by the board of directors will administer the 2019 Plan. The plan administrator will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each grant.
Award Agreement. Awards granted under the 2019 Plan are evidenced by an award agreement that sets forth the terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event that the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.
Eligibility. We may grant awards to our directors, employees and consultants.
Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is specified in the award agreement.
Exercise of Options. The plan administrator determines the exercise price for each award, which is stated in the award agreement. Options that are vested and exercisable will terminate if they are not exercised prior to the time as the plan administrator determines at the time of grant. However, the maximum exercisable term is ten years from the date of grant.
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Transfer Restrictions. Awards may not be transferred in any manner by the participant other than in accordance with the exceptions provided in the 2019 Plan or the award agreement or otherwise determined by the plan administrator, such as transfers by will or the laws of descent and distribution.
Termination and Amendment of the Plan. Unless terminated earlier, the 2019 Plan has a term of ten years from the date of effectiveness of the 2019 Plan. Our board of directors has the authority to terminate, amend, suspend or modify the 2019 Plan in accordance with our articles of association. However, without the prior written consent of the participant, no such action may adversely affect in any material way any award previously granted pursuant to the 2019 Plan.
| C. | Board Practices |
Board of Directors
Our board of directors consists of six directors. A director is not required to hold any shares in our company to qualify to serve as a director. Subject to the NYSE rules and disqualification by the chairman of the board of directors, a director may vote with respect to any contract, proposed contract, or arrangement in which he or she is materially interested. A director may exercise all the powers of the company to borrow money, mortgage its business, property, and uncalled capital and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party.
Executive Management Committee of the Board of Directors
We have established an executive management committee under the board of directors as the core of our management decision hub and comprehensive and robust risk management system to conclude key management decisions, evaluate risks across our business lines, and ensure compliance with the applicable laws and regulations.
Our executive management committee is responsible for (i) overseeing our operational and business activities, (ii) managing risks across all business units and mid-to-back office functions, (iii) implementing and executing policies and strategies as determined by our board of directors, and (iv) appointing our chief executive officer on a 6-month rotation basis. The executive management committee supervises our chief executive officer and the rest of the management team, and our chief executive officer regularly reports to the executive management committee as part of our overall corporate management and oversight.
Our executive management committee is chaired by Dr. Feridun Hamdullahpur. Members of our executive management committee will be appointed on a rotation basis by the chairperson of the executive management committee, among different members of the senior management team and/or invitation of external industry experts, depending on the specific agenda to be discussed and resolved by the executive management committee.
Other Committees of the Board of Directors
We have an audit committee, a compensation committee, and a nominating and corporate governance committee, under the board of directors. We have adopted a charter for each of these committees. Each committee’s members and functions are described below.
Audit Committee. Our audit committee consists of Dr. Feridun Hamdullahpur, Dr. Timothy Tong, and Dr. Annie Koh, and is chaired by Dr. Feridun Hamdullahpur. Dr. Feridun Hamdullahpur, Dr. Timothy Tong, and Dr. Annie Koh each satisfies the “independence” requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange and meet the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Dr. Timothy Tong qualifies as an “audit committee financial expert.” The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:
| ● | selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; |
| ● | reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; |
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| ● | reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; |
| ● | discussing the annual audited financial statements with management and the independent registered public accounting firm; |
| ● | reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; |
| ● | annually reviewing and reassessing the adequacy of our audit committee charter; |
| ● | meeting separately and periodically with management and the independent registered public accounting firm; and |
| ● | reporting regularly to the board. |
All decisions at any meeting of the audit committee are decided by a majority of votes of the members presents and voting and such decision at all times exclude the vote, approval or recommendation of any member who has a conflict of interest in the subject matter under consideration.
Compensation Committee. Our compensation committee consists of Dr. Timothy Tong, Mr. Marcellus Wong, and Dr. Feridun Hamdullahpur, and is chaired by Dr. Timothy Tong. Dr. Timothy Tong and Dr. Feridun Hamdullahpur each satisfies the “independence” requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated upon. The compensation committee will be responsible for, among other things:
| ● | reviewing the total compensation package for our executive officers and making recommendations to the board with respect to it; |
| ● | reviewing the compensation of our non-employee directors and making recommendations to the board with respect to it; and |
| ● | periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans. |
All decisions at any meeting of the compensation committee are decided by a majority of votes of the members presents and voting and such decision at all times exclude the vote, approval or recommendation of any member who has a conflict of interest in the subject matter under consideration.
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Dr. Feridun Hamdullahpur, Dr. Timothy Tong, and Dr. Annie Koh, and is chaired by Dr. Feridun Hamdullahpur. Dr. Feridun Hamdullahpur, Dr. Timothy Tong, and Dr. Annie Koh each satisfies the “independence” requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange. The nominating and corporate governance committee will assist the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things:
| ● | recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; |
| ● | reviewing annually with the board the current composition of the board with regards to characteristics such as independence, age, skills, experience and availability of service to us; |
| ● | selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; |
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| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and |
| ● | undertaking generally such other functions and duties as may be required by law or the Listing Manual of the SGX-ST, and by amendments made thereto from time to time. |
All decisions at any meeting of the nominating and corporate governance committee are decided by a majority of votes of the members presents and voting and such decision at all times exclude the vote, approval or recommendation of any member who has a conflict of interest in the subject matter under consideration.
Duties of Directors
Under the laws of Cayman Islands, directors have a fiduciary duty to act honestly in good faith with a view to the company’s best interests. Our directors also have a duty to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances that. A shareholder has the right to seek damages if a duty owed by the directors is breached. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.
Terms of Directors and Officers
Members of our executive management committee will be appointed on a rotation basis by the chairperson of the executive management committee or the chairman of the audit committee, among different members of the senior management team and/or invitation of external industry experts, depending on the specific agenda to be discussed and resolved by the executive management committee.
Our other officers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of the shareholders or by the board. A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; or (ii) is found by our company to be or becomes of unsound mind.
| D. | Employees |
We, inclusive of controlling subsidiaries and joint ventures, had 116, 232 and 214 employees as of December 31, 2022, 2023, and 2024, respectively.
The following tables sets forth the number of our employees by function as of December 31, 2024.
| Function | Number of Employees | Percentage | ||||||
| General management, finance and administration | 35 | 16.4 | % | |||||
| Sales and marketing | 23 | 10.7 | % | |||||
| Hotel operation | 107 | 50.0 | % | |||||
| Production and editorial | 49 | 22.9 | % | |||||
| Total | 214 | 100.0 | % | |||||
Our success depends on our ability to attract, retain, and motivate qualified employees. We offer employees competitive salaries, performance-based cash bonuses, comprehensive training and development programs, and other fringe benefits and incentives. We believe that we maintain a good working relationship with our employees, and we have not experienced any material labor disputes or work stoppages. None of our employees are represented by labor unions, and no collective bargaining agreement has been put in place.
As required by local regulations, we participate in various employee social security plans including pension insurance, unemployment insurance, maternity insurance, work-related injury insurance, medical insurance and housing provident fund.
We enter into standard employment agreements with our employees. We also enter into standard confidentiality and non-compete agreements with our senior management in accordance with market practice.
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| E. | Share Ownership |
The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of the date of this annual report by:
| ● | each of our directors and executive officers; and |
| ● | each person known to us to own beneficially more than 5% of our ordinary shares. |
The calculations in the shareholder table below are based on 557,056,239 ordinary shares issued and outstanding as of the date of this annual report, comprising of (i) 254,923,518 Class A ordinary shares, and (ii) 302,132,721 Class B ordinary shares.
| Class A Ordinary Shares | Class B Ordinary Shares | Percentage of Beneficial Ownership† | Percentage of Voting Power†† | |||||||||||||
| Directors and Executive Officers:* | ||||||||||||||||
| Dr. Feridun Hamdullahpur | — | — | — | — | ||||||||||||
| Dr. Timothy Tong | — | — | — | — | ||||||||||||
| Dr. Annie Koh | — | — | — | — | ||||||||||||
| Mr. Jazz Li | ||||||||||||||||
| Mr. Marcellus Wong | — | — | — | — | ||||||||||||
| Mr. Raymond Yung | — | — | — | — | ||||||||||||
| Mr. Giampietro Baudo | — | — | — | — | ||||||||||||
| Mr. Xavier Zee | — | — | — | — | ||||||||||||
| All directors and executive officers as a group | — | — | — | — | ||||||||||||
| Principal Shareholder: | ||||||||||||||||
| AMTD Group(1) | 46,340,530 | 142,782,558 | 34.0 | 46.8 | ||||||||||||
Notes:
| * | The address of our directors and executive officers is 66 rue Jean-Jacques Rousseau, 75001 Paris. |
| † | Beneficial ownership is determined in accordance with the SEC rules, and includes voting or investment power with respect to the securities. For each person and group included in this column, percentage of beneficial ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the total number of shares outstanding and the number of shares such person or group has the right to acquire upon exercise of option, warrant, or other right within 60 days after the date of this annual report. |
| †† | For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class. Each holder of Class B ordinary shares is entitled to twenty votes per share, and each holder of our Class A ordinary shares is entitled to one vote per share on all matters submitted to them for a vote. Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Our Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. |
| (1) | AMTD Group directly holds 142,782,558 Class B ordinary shares of the Company and indirectly and effectively holds 46,340,530 Class A ordinary shares of the Company through its subsidiaries, AMTD Education Group and AMTD Asset Alpha Group. AMTD Group is a British Virgin Islands company, with its registered address at the offices of Conyers Trust Company (BVI) Limited, Commerce House, Wickhams Cay I, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110. The board of directors of AMTD Group consists of Mr. Marcellus Wong and Dr. Feridun Hamdullahpur. |
To our knowledge and based on our review of our register of shareholders as of the date of this annual report, 143,695,404 Class A ordinary shares were held of record by one holder that resides in the United States, being The Bank of New York Mellon, the depositary of our ADS program. The number of beneficial owners of the ADSs in the United States is likely to be much larger than the number of record holders of our Class A ordinary shares in the United States. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
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Enforceability of Civil Liabilities
Most of our operations are conducted in Europe, the United Kingdom, the United States, and Asia. A majority of our directors and executive officers are nationals or residents of jurisdictions other than the United States and some of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these individuals, to bring an action against us or these individuals in the United States, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.
Our Cayman Islands legal counsel has advised us that there is uncertainty as to whether the courts of the Cayman Islands would: (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.
Our Cayman Islands legal counsel has informed us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment in personam obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a competent foreign court with jurisdiction to give the judgment, (b) imposes a specific positive obligation on the judgment debtor (such as an obligation to pay a liquidated sum or perform a specified obligation), (c) is final and conclusive, (d) is not in respect of taxes, a fine or a penalty; (e) has not been obtained by fraud; and (f) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
| F. | Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation |
Not applicable.
Item 7. MAJOR SHAREHOLDER AND RELATED PARTY TRANSACTIONS
| A. | Major Shareholder |
Please refer to “Item 6.E. Directors, Senior Management and Employees—Share Ownership.”
| B. | Related Party Transactions |
Transactions with Our Controlling Shareholder
Immediately following our initial public offering in August 2019, we entered into an intercompany financing agreement with our Controlling Shareholder, pursuant to which we may from time to time incur expenses for each other, settle each other’s liabilities, and/or transfer certain excess cash to each other at an interest rate of 2% per annum, repayable upon demand.
Our Controlling Shareholder recharged staff costs and premises costs to us. For the year ended December 31, 2024, US$4.6 million was charged by our Controlling Shareholder in this regard. Moreover, starting from July 2022, our Controlling Shareholder charged a fixed service fee of HK$9,000,000 (HK$6,000,000 prior to July 2022) per quarter for other administrative expenses to us.
In August 2019, we entered into an intercompany financing agreement with our Controlling Shareholder, we made unsecured, interest bearing advances with no fixed term of repayment to our Controlling Shareholder and its subsidiaries for fund allocation purposes. As of December 31, 2023, the amount of outstanding balance due from our Controlling Shareholder and its subsidiaries was US$1,057.0 million. For the year ended December 31, 2024 and 2023, interest income of US$16.8 million and US$10.5 million was charged to our Controlling Shareholder, respectively.
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On December 31, 2023, US$40 million out of the amount of the outstanding balance due from our Controlling Shareholder and its subsidiaries was offset against the consideration for the 4,773,269 Class B ordinary shares repurchased from our Controlling Shareholder.
AMTD Digital entered into an agreement with our Controlling Shareholder in October 2020, pursuant to which AMTD Digital agree to provide advisory and portfolio review services with regard to our Controlling Shareholder’s investment in an investee company, for a fixed annual service fee. In addition to the fixed annual service fee, AMTD Digital is entitled to receive 15% of all distributions, in any form, received by our Controlling Shareholder from an investee company, including cash or share dividends, regardless of whether on a regular or one-off basis. AMTD Digital is also entitled to receive 15% of any profit generated by our Controlling Shareholder from the disposal of any shares of an investee company. However, AMTD Digital is not liable for any loss arising from the disposal of any shares of an investee company r Bank by our Controlling Shareholder. This agreement will remain effective until terminated by mutual agreement. For the fiscal year ended December 31, 2024, the total amount of advisory and service fee that we charged our Controlling Shareholder was US$2.6 million.
During the year ended December 31, 2022, we acquired a total of 31,732,000 Class A ordinary shares and 24,202,000 Class B ordinary shares of AMTD Digital Inc., priced at US$17.75 per share, from certain of its shareholders, for a total consideration of approximately US$992.6 million, including US$742.6 million from our Controlling Shareholder and fellow subsidiaries. We issued a total of 67,200,330 Class A ordinary shares and 51,253,702 Class B ordinary shares in settlement of the consideration payable for the acquisition. AMTD Digital Inc. is a comprehensive one-stop digital solutions platform in Asia and was a subsidiary of AMTD Group prior to the acquisition. AMTD Digital Inc. became our consolidated subsidiary as a result of the acquisition.
During the year ended December 31, 2023, we acquired 96.1% of the equity interest in WME Assets from AMTD Group at a consideration of US$268 million which was settled by us through the issuance of 30,875,576 Class B ordinary shares. WME Assets holds a global portfolio of premium whole building properties. WME Assets became our consolidated subsidiary as a result of acquisition.
Other Transactions with Related Parties
In March 2020, AMTD IDEA Group listed the MTN Program on the Stock Exchange of Hong Kong Limited and, subsequently in April 2020, AMTD IDEA Group dual listed the MTN Program on the SGX-ST. Later in the same month, we extended the exchange offer under the MTN Program. For further details, see “Item 4.— Information on the Company—A. History and Development of the Company—Our Company.” In May 2020, we issued US$200 million 7.25% senior perpetual securities and SG$50 million 4.5% senior perpetual securities. On October 27, 2021, approximately SG$11.2 million 4.5% senior perpetual securities were repurchased from other subsidiaries of AMTD Group.
Employment Agreements
See “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management—Employment Agreements and Indemnification Agreements.”
Share Options
As of the date of this annual report, no awards have been granted under the 2019 Plan.
| C. | Interests of Experts and Counsel |
Not applicable.
Item 8. FINANCIAL INFORMATION
| A. | Consolidated Statements and Other Financial Information |
We have appended consolidated financial statements filed as part of this annual report.
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Legal Proceedings
From time to time, we may become a party to various legal or administrative proceedings arising in the ordinary course of our business, including actions with respect to intellectual property infringement, conflicts with regard to third-party license or other rights, exposures to disputes with regard to contracts, or labor and employment claims. We are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have a material and adverse effect on our business, financial condition or results of operations and cash flows.
Other Matters
AMTD Group, our Controlling Shareholder, was founded by CK Hutchison Holdings Limited in 2003. The management teams of AMTD Group were appointed by CK Hutchison Holdings Limited. In late 2015, L.R. Capital Group Inc., or L.R. Capital, acquired a majority stake in AMTD Group and the then management team was replaced by the current management team in 2016. L.R. Capital ceased to hold shares and has not been a shareholder of AMTD Group since December 31, 2021.
Dividend Policy
Although we intend to distribute dividends in the future, the amount, timing, and whether or not AMTD IDEA Group, our holding company, actually distribute dividends at all is at the discretion of our board of directors.
AMTD IDEA Group is a holding company incorporated in the Cayman Islands. AMTD IDEA Group may rely on dividends from our subsidiaries for its cash requirements, including any payment of dividends to our shareholders.
Our board of directors has complete discretion on whether to distribute dividends, subject to applicable laws. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under the Cayman Islands law, a Cayman Islands company may pay a dividend either out of profit or share premium account, provided that in no circumstances may a dividend be paid if the dividend payment would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to pay dividends, the form, frequency, and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions, and other factors that the board of directors may deem relevant.
If AMTD IDEA Group, our holding company, pays any dividends on our ordinary shares, it will pay those dividends that are payable in respect of the ordinary shares underlying the ADSs to the depositary, as the registered holder of such ordinary shares, and the depositary then will pay such amounts to the ADS holders in proportion to the ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.
| B. | Significant Changes |
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.
Item 9. THE OFFER AND LISTING
| A. | Offer and Listing Details |
See “—C. Markets.”
| B. | Plan of Distribution |
Not applicable.
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| C. | Markets |
The ADSs have been listed on NYSE since August 5, 2019. The ADSs are currently traded under the symbol “AMTD.” Our Class A ordinary shares have also been listed on SGX-ST since April 8, 2020 and trade under the symbol “HKB.” On November 22, 2022, we effected a change to the ratio of ADSs to Class A ordinary shares, par value US$0.0001 per share, from one ADS to one Class A ordinary share to one ADS to two Class A ordinary shares. On November 17, 2023, we effected a change to the ratio of ADSs to Class A ordinary shares, par value US$0.0001 per share, from one ADS to two Class A ordinary shares to one ADS to six Class A ordinary shares.
| D. | Selling Shareholders |
Not applicable.
| E. | Dilution |
Not applicable.
| F. | Expenses of the Issue |
Not applicable.
Item 10. ADDITIONAL INFORMATION
| A. | Share Capital |
Not applicable.
| B. | Memorandum and Articles of Association |
Our fourth amended and restated memorandum and articles of association became effective on March 1, 2022. The following are summaries of material provisions of our fourth amended and restated memorandum and articles of association and the Companies Act of the Cayman Islands (as revised) insofar as they relate to the material terms of our ordinary shares.
Registered Office and Objects
Pursuant to Article 2 of our fourth amended and restated memorandum of association, our registered office is at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands or at such other place as our board of directors may from time to time decide. Pursuant to Article 3 of our fourth amended and restated memorandum of association, the objects for which our company is established are unrestricted and our company has full power and authority to carry out any object not prohibited by the Companies Act of the Cayman Islands (as revised) as the same may be revised from time to time, or any other law of the Cayman Islands.
Directors
See “Item 6.C. Directors, Senior Management and Employees—Board Practices.”
Ordinary Shares
General. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of our Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. Each Class B ordinary share shall entitle the holder thereof to twenty votes on all matters subject to vote at our general meetings, and each Class A ordinary share shall entitle the holder thereof to one vote on all matters subject to vote at our general meetings. Our ordinary shares are issued in registered form and are issued when registered in our register of members.
Conversion. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. The right to convert shall be exercisable by the holder of the Class B ordinary share delivering a written notice to the Company that such holder elects to convert a specified number of Class B ordinary shares into Class A ordinary shares. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any person other than our founder, Dr. Calvin Choi, or any other person or entity designated by Dr. Choi, each of such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary share.
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Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors or declared by our shareholders by ordinary resolution (provided that no dividend may be declared by our shareholders which exceeds the amount recommended by our directors). Our currently effective memorandum and articles of association provide that subject to any rights and restrictions for the time being attached to any shares, the directors of the Company may from time to time declare dividends (including interim dividends) and other distributions on shares in issue and authorize payment of the same out of funds of the Company lawfully available therefor. Under the laws of the Cayman Islands, our company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if the dividend payment would result in our company being unable to pay its debts as they fall due in the ordinary course of business.
Voting Rights. Our ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law, or otherwise agreed in our currently effective memorandum and articles of association. On a poll, each holder of Class B ordinary shares is entitled to twenty votes per share, and each holder of our Class A ordinary shares is entitled to one vote per share on all matters submitted to them for a vote. On a show of hands, each holder of Class A ordinary shares or Class B ordinary shares has one vote. Voting at any shareholders’ meeting is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one or more shareholders who together hold not less than 10% of the total number of votes attaching to all issued and outstanding ordinary shares which are present in person or by proxy entitled to vote at the meeting.
An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast at a general meeting of our company, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representatives, at a general meeting of our company. A special resolution will be required for important matters such as a change of name or making changes to our currently effective memorandum and articles of association. Our shareholders may, among other things, divide or combine their shares by ordinary resolution.
General Meetings of Shareholders. As a Cayman Islands exempted company with limited liability, we are not obliged by the Companies Act (as revised) to call shareholders’ annual general meetings. Our currently effective memorandum and articles of association provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meeting in which case we shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by our directors.
Shareholders’ general meetings may be convened by a majority of our board of directors. Advance notice of at least seven days is required for the convening of our annual general shareholders’ meeting (if any) and any other general meeting of our shareholders. A quorum required for any general meeting of shareholders consists of at least one shareholder present or by proxy, representing not less than one-third of all votes attaching to all of our shares in issue and entitled to vote.
The Companies Act of the Cayman Islands (as revised) provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our currently effective memorandum and articles of association provide that upon the requisition of any one or more of our shareholders who together holds shares at the date of deposit of the requisite shares which carry in aggregate not less than one-third of all issued and outstanding shares of the Company that as at the date of the deposit carry the right to vote at general meetings of our company, our board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. However, our currently effective memorandum and articles of association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.
Election, Removal and Remuneration of Directors. Unless otherwise determined by our company in general meeting, our currently effective memorandum and articles of association provide that our board will consist of not less than three directors. There are no provisions relating to retirement of directors upon reaching any age limit.
The directors have the power to appoint any person as a director either to fill a vacancy on the board or as an addition to the existing board. Our shareholders may also appoint any person to be a director by ordinary resolution. A director shall not be required to hold any Shares in the Company by way of qualification.
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A director may be removed with or without cause by ordinary resolution.
The remuneration of the directors may be determined by the directors or by ordinary resolution of shareholders.
Transfer of Ordinary Shares. Subject to the restrictions set out below, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.
Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:
| ● | the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
| ● | the instrument of transfer is in respect of only one class of shares; |
| ● | the instrument of transfer is properly stamped, if required; |
| ● | in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and |
| ● | a fee of such maximum sum as the NYSE may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof. |
If our directors refuse to register a transfer they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.
The registration of transfers may, after compliance with any notice required of the NYSE, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year as our board may determine.
Liquidation. On the winding up of our company, if the assets available for distribution amongst our shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value of the shares winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders in proportion to the par value of the shares held by them.
Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid are subject to forfeiture.
Redemption, Repurchase and Surrender of Shares. We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders of these shares, on such terms and in such manner as may be determined by our board of directors. Our company may also repurchase any of our shares on such terms and in such manner as have been approved by our board of directors or by an ordinary resolution of our shareholders. Under the Companies Act of the Cayman Islands (as revised), the redemption or repurchase of any share may be paid out of our company’s profits or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if our company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act of the Cayman Islands (as revised) no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding or (c) if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.
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Variations of Rights of Shares. If at any time, our share capital is divided into different classes or series of shares, the rights attached to any such class or series of shares may, subject to any rights or restrictions for the time being attached to any classes or series, only be materially adversely varied with the consent in writing of the holders of all of the issued shares of that class or series or with the sanction of an ordinary resolution passed at a separate meeting of the holders of the shares of that class or series. The rights conferred upon the holders of the shares of any class or series issued with preferred or other rights will not, subject to any rights or restrictions for the time being attached to the shares of that class or series, be deemed to be materially adversely varied by the creation, allotment, or issue of further shares ranking pari passu with or subsequent to them. The rights of the holders of shares will not be deemed to be materially adversely varied by the creation or issue of class or series of shares with preferred or other rights including, without limitation, the creation of class or series of shares with enhanced or weighted voting rights.
Issuance of Additional Shares. Our currently effective memorandum and articles of association authorizes our board of directors to issue additional shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares.
Our currently effective memorandum and articles of association also authorizes our board of directors to create from time to time one or more classes or series of preferred shares and to determine, with respect to any such class or series of preferred shares, the terms and rights of that class or series, including:
| ● | the designation of the class or series; |
| ● | the number of shares of the class or series; |
| ● | the dividend rights, dividend rates, conversion rights, voting rights; and |
| ● | the rights and terms of redemption and liquidation preferences. |
Our board of directors may issue preferred shares without action by our shareholders to the extent authorized but unissued. Issuance of these shares may dilute the voting power of holders of ordinary shares.
Inspection of Books and Records. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements.
Anti-Takeover Provisions. Some provisions of our currently effective memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that:
| ● | authorize our board of directors to create and issue new classes or series of shares (including preferred shares) and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders; and |
| ● | limit the ability of shareholders to requisition and convene general meetings of shareholders. |
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our currently effective memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.
Exempted Company. We are incorporated as an exempted company with limited liability under the Companies Act of the Cayman Islands (as revised). The Companies Act of the Cayman Islands (as revised) distinguishes between ordinary resident companies and exempted companies. Any company that is incorporated in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be incorporated as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company:
| ● | does not have to file an annual return of its shareholders with the Registrar of Companies; |
| ● | is not required to open its register of members for inspection; |
| ● | does not have to hold an annual general meeting; |
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| ● | may issue negotiable or bearer shares or shares with no par value; |
| ● | may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
| ● | may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
| ● | may register as a limited duration company; and |
| ● | may register as a segregated portfolio company. |
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil)
| C. | Material Contracts |
Other than in the ordinary course of business and other than those described under this item, in “Item 4. Information on the Company,” “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” or elsewhere in this annual report, we have not entered into any material contract during the two years immediately preceding the date of this annual report.
| D. | Exchange Controls |
There are currently no foreign exchange control restrictions or similar laws, decrees, regulatory or other requirements applicable to us that may affect the following:
| (a) | The ability to transfer funds by or to the Company in the form of repatriation of capital and remittance of profits; |
| (b) | The availability of cash and cash equivalents for use by the Company; and |
The remittance of dividends, interest or other payments to holders of the Company’s securities.
| E. | Taxation |
Cayman Islands Taxation
The Cayman Islands currently levies no taxes on individuals or corporations outside of the Cayman Islands based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to holders of our ADSs or ordinary shares levied by the government of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.
Payments of dividends and capital in respect of the shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the ADSs or ordinary shares, nor will gains derived from the disposal of the ADSs or ordinary shares be subject to Cayman Islands income or corporation tax.
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U.S. Federal Income Tax Considerations
The following is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of the ADSs or our ordinary shares by a U.S. Holder (as defined below). This summary applies only to U.S. Holders that hold the ADSs or our ordinary shares as “capital assets” (generally, property held for investment) as defined in the U.S. Internal Revenue Code of 1986, as amended, or the Code. This discussion is based upon existing U.S. federal tax law, which is subject to differing interpretations or change, possibly with retroactive effect. No opinion of counsel has been sought with respect to any U.S. federal income tax considerations described below, and there can be no assurance that the Internal Revenue Service, or the IRS, will not assert, or that a court will not sustain a contrary position. This discussion, moreover, does not address the U.S. federal estate, gift, or any alternative minimum tax considerations, the Medicare tax on certain net investment income, or any state, local, and non-U.S. tax considerations relating to the ownership or disposition of the ADSs or our ordinary shares. The following summary does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances or to persons in special tax situations such as:
| ● | banks and other financial institutions; |
| ● | insurance companies; |
| ● | pension plans; |
| ● | cooperatives; |
| ● | regulated investment companies; |
| ● | real estate investment trusts; |
| ● | broker-dealers; |
| ● | traders that elect to use a mark-to-market method of accounting; |
| ● | certain former U.S. citizens or long-term residents; |
| ● | tax-exempt entities (including private foundations); |
| ● | individual retirement accounts or other tax-deferred accounts; |
| ● | persons liable for alternative minimum tax; |
| ● | persons who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as compensation; |
| ● | investors that will hold their ADSs or ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes; |
| ● | investors that have a functional currency other than the U.S. dollar; |
| ● | persons that actually or constructively own 10% or more of the ADSs or ordinary shares (by vote or value); or |
| ● | partnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding the ADSs or ordinary shares through such entities, all of whom may be subject to tax rules that differ significantly from those discussed below. |
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Each U.S. Holder should consult its tax advisor regarding the application of U.S. federal taxation to its particular circumstances, and the state, local, non-U.S., and other tax considerations of the ownership and disposition of the ADSs or our ordinary shares.
General
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our ADSs or ordinary shares that is, for U.S. federal income tax purposes:
| ● | a citizen or individual resident of the United States; |
| ● | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the laws of the United States or any state thereof or the District of Columbia; |
| ● | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
| ● | a trust that (i) is subject to the primary supervision of a U.S. court and the control of one or more U.S. persons with respect to all of its substantial decisions or (ii) has a valid election in effect to be treated as a U.S. person under the Code. |
If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of the ADSs or our ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding the ADSs or our ordinary shares and their partners should consult their tax advisors regarding an investment in the ADSs or our ordinary shares.
The discussion below assumes that the representations contained in the deposit agreement are and will continue to be true, and that the obligations in the deposit agreement and any related agreement have been and will be complied with in accordance with its terms. For U.S. federal income tax purposes, a U.S. Holder of ADSs will generally be treated as the beneficial owner of the underlying shares represented by the ADSs. The remainder of this discussion assumes that a U.S. Holder of the ADSs will be treated in this manner. Accordingly, deposits or withdrawals of our ordinary shares for ADSs will generally not be subject to U.S. federal income tax.
Passive Foreign Investment Company Considerations
A non-U.S. corporation, such as our company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the average quarterly value of its assets during such year is attributable to assets that produce or are held for the production of passive income, or the asset test. Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. Passive assets are those that give rise to passive income, and include assets held for investment, as well as cash, assets readily convertible into cash, and working capital. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock.
Based upon our income and assets as well as our market capitalization and that of certain of our affiliates, it is likely that we were a PFIC in 2024, and it is possible that we may be a PFIC for the current taxable year and for future taxable years. Fluctuations in the market price of our ADSs and ordinary shares may affect whether or not we are classified as a PFIC for the current and future years because the value of our assets for purposes of the asset test, including the value of our goodwill and unbooked intangibles, may be determined from time to time by reference to the market price of our ADSs or ordinary shares (which may be volatile). In prior years, we have based our position we were not a PFIC based on the presence of goodwill; however, based on the price of the ADSs and our ordinary shares during 2024, the value of our goodwill has decreased significantly. Even if the composition of our assets and income were to change such that we believed that we were not a PFIC, there are uncertainties in the application of the relevant rules, and it is possible that the IRS may challenge our classification of certain income or assets as non-passive, or our valuation of our goodwill and other unbooked intangibles, all of which could affect whether we are classified as a PFIC for the current or future taxable years. Accordingly, there can be no assurances regarding our PFIC status for the current or future taxable years. It is possible that any subsidiary that we own or are treated as owning for U.S. federal income tax purposes could be a PFIC for such taxable years.
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If we are a PFIC for any year during which a U.S. Holder holds the ADSs or ordinary shares, the PFIC rules discussed below under “Passive Foreign Investment Company Rules” will generally apply to such U.S. Holder for such taxable year and, in the absence of certain elections, will continue to apply in future years even if we cease to be a PFIC.
Passive Foreign Investment Company Rules
If we are classified as a PFIC for any taxable year during which a U.S. Holder holds the ADSs or our ordinary shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the ADSs or ordinary shares), and (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, of ADSs or our ordinary shares. Under the PFIC rules:
| ● | the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or ordinary shares; |
| ● | the amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC (each, a “pre-PFIC year”), will be taxable as ordinary income; and |
| ● | the amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals or corporations, as appropriate, for that year, increased by an additional tax equal to the interest on the resulting tax deemed deferred with respect to each such taxable year. |
If we are a PFIC for any taxable year during which a U.S. Holder holds the ADSs or ordinary shares, and any of our subsidiaries is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.
As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election with respect to such stock. If a U.S. Holder makes this election with respect to the ADSs, the holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of ADSs held at the end of the taxable year over the adjusted tax basis of such ADSs and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the ADSs over the fair market value of such ADSs held at the end of the taxable year, but such deduction will only be allowed to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of the ADSs and we cease to be classified as a PFIC, the holder will not be required to take into account the gain or loss described above during any period that we are not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of the ADSs in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.
The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter, or regularly traded, on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations. We expect that the ADSs, but not our ordinary shares, will be treated as marketable stock so long as the ADSs are listed on the NYSE, but no assurances can be given in this regard.
Because a mark-to-market election cannot technically be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.
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We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from (and generally less adverse than) the general tax treatment for PFICs described above.
If a U.S. Holder owns the ADSs or our ordinary shares during any taxable year for which we are a PFIC, the holder must generally file an annual IRS Form 8621. Each U.S. Holder should consult its tax advisor regarding the U.S. federal income tax consequences of owning and disposing of the ADSs or our ordinary shares and the application of the PFIC rules.
Dividends
As noted above, we were likely a PFIC for our most recent taxable year ended December 31, 2024, and may also be a PFIC for our current taxable year. Accordingly, the treatment most likely to apply to a U.S. Holder is set forth above in “—Passive Foreign Investment Company Rules.” If the ADSs or our ordinary shares are not treated as stock of a PFIC with respect to a particular U.S. Holder, the following rules will generally apply. Any cash distributions paid on the ADSs or our ordinary shares out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of our ordinary shares, or by the depositary, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we pay will generally be treated as a dividend for U.S. federal income tax purposes. Dividends received on the ADSs or our ordinary shares will not be eligible for the deduction allowed to corporations in respect of dividends received from U.S. corporations.
Individuals and other non-corporate U.S. Holders may be subject to tax on any such dividends at the lower capital gain tax rate applicable to “qualified dividend income,” provided that certain conditions are satisfied, including that (1) the ADSs or ordinary shares on which the dividends are paid are readily tradable on an established securities market in the United States, (2) we are neither a PFIC nor treated as such with respect to a U.S. Holder for the taxable year in which the dividend is paid and the preceding taxable year, and (3) certain holding period requirements are met. The ADSs are listed on the NYSE, and therefore are considered to be readily tradeable on an established securities market in the United States, although there can be no assurance that the ADSs will continue to be so listed. Although the law in this regard is not entirely clear, because our ordinary shares will not be listed on a U.S. exchange, we do not believe that dividends received with respect to our ordinary shares that are not represented by ADSs will be treated as qualified dividends. U.S. Holders should consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to the ADSs or our ordinary shares.
For U.S. foreign tax credit purposes, dividends paid on the ADSs or our ordinary shares will generally be treated as income from foreign sources and will generally constitute passive category income. The rules governing the foreign tax credit are complex and U.S. Holders should consult their tax advisors regarding the availability of the foreign tax credit in their particular circumstances.
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Sale or Other Disposition of ADSs or Ordinary Shares
As noted above, we were likely a PFIC for our most recent taxable year ended December 31, 2024, and may also be a PFIC for our current taxable year. Accordingly, the treatment most likely to apply to a U.S. Holder is set forth above in “—Passive Foreign Investment Company Rules.” If the ADSs or our ordinary shares are not treated as stock of a PFIC with respect to a particular U.S. Holder, the following rules will generally apply. A U.S. Holder will generally recognize gain or loss upon the sale or other disposition of ADSs or our ordinary shares in an amount equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such ADSs or ordinary shares. Such gain or loss will generally be capital gain or loss and will be long-term if the U.S. Holder’s holding period in the ADSs or ordinary shares exceeds one year at the time of disposition. Non-corporate U.S. Holders (including individuals) will generally be subject to U.S. federal income tax on long-term capital gain at reduced rates. The deductibility of a capital loss may be subject to limitations. Any gain or loss recognized by a U.S. Holder on the sale or other disposition of the ADSs or our ordinary shares will generally be treated as U.S. source income or loss for U.S. foreign tax credit limitation purposes, which could limit the availability of foreign tax credits. The U.S. foreign tax credit rules are complex and U.S. Holders should consult their tax advisor regarding the availability of the foreign tax credit in their particular circumstances.
| F. | Dividends and Paying Agents |
Not applicable.
| G. | Statement by Experts |
Not applicable.
| H. | Documents on Display |
We have filed with SEC a registration statement on Form F-1 (File No. 333-232224), including the exhibits and securities under the Securities Act with respect to underlying ordinary shares represented by the ADSs. We have also filed with SEC a related registration statement on Form F-6 (File No. 333-232822) to register the ADSs.
We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with SEC. All information filed with SEC can be obtained over the Internet at SEC’s website at https://www.sec.gov.
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As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meeting and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports, and communications available to holders of ADSs and, upon our written request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meeting received by the depositary from us.
| I. | Subsidiary Information |
Not applicable.
| J. | Annual Report to Security Holders |
Not applicable.
Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
Our exposure to interest rate risk primarily relates to fixed-rate amount due from immediate holding company and bank borrowings. We have not been exposed to material risks due to changes in interest rates, and we have not used any derivative financial instruments to manage our interest risk exposure. However, our future interest income may fall short of expectations due to changes in market interest rates.
Foreign Exchange Risk
Most of our revenues and expenses are denominated in functional currencies of our entities. Certain of our transactions are denominated in foreign currencies and therefore we are exposed to foreign currency risk. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge exposure to such risk.
In addition, foreign exchange risk also arises from the possibility that fluctuations in foreign exchange rates can impact the value of financial instruments. The impact of foreign exchange fluctuations in our earnings is included in foreign exchange differences, net in the consolidated statements of cash flows.
To the extent we need to convert U.S. dollars into other currencies for our operations, appreciation of other currencies against the U.S. dollar would reduce the amount in other currencies we receive from the conversion. Conversely, if we decide to convert other currencies into U.S. dollars for the purpose of making payments for dividends on our Class A ordinary shares or ADSs, servicing our outstanding debt, or for other business purposes, appreciation of the U.S. dollar against other currencies would reduce the U.S. dollar amounts available to us.
Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
| A. | Debt Securities |
Not applicable.
| B. | Warrants and Rights |
Not applicable.
| C. | Other Securities |
Not applicable.
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| D. | American Depositary Shares |
On November 22, 2022, we effected a change to the ratio of ADSs to Class A ordinary shares, par value US$0.0001 per share, from one ADS to one Class A ordinary share to one ADS to two Class A ordinary shares. On November 17, 2023, we effected a change to the ratio of ADSs to Class A ordinary shares, par value US$0.0001 per share, from one ADS to two Class A ordinary shares to one ADS to six Class A ordinary shares.
Fees and Charges The ADS Holders May Have to Pay
The Bank of New York Mellon, as depositary, will register and deliver American Depositary shares, also referred to as ADSs. Each ADS will represent six ordinary shares (or a right to receive six ordinary shares) deposited with The Hong Kong and Shanghai Banking Corporation Limited, as custodian for the depositary in Hong Kong. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The deposited shares together with any other securities, cash or other property held by the depositary are referred to as the deposited securities. The depositary’s office at which the ADSs will be administered is located at 240 Greenwich Street, New York, New York 10286.
| Persons depositing or withdrawing shares or ADS holders must pay: |
For: | |
| $5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property Cancelation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | |
| $0.05 (or less) per ADS A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs $0.05 (or less) per ADS per calendar year | Any cash distribution to ADS holders Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders Depositary services | |
| Registration or transfer fees | Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
| Expenses of the depositary | Cable and facsimile transmissions (when expressly provided in the deposit agreement) | |
| Converting foreign currency to U.S. dollars | ||
| Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes | As necessary | |
| Any charges incurred by the depositary or its agents for servicing the deposited securities | As necessary |
Fees and Other Payments Made by the Depositary to Us
The depositary has agreed to reimburse us for a portion of certain expenses we incur that are related to establishment and maintenance of the ADR program, including investor relations expenses. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not related to the amounts of fees the depositary collects from investors. Further, the depositary has agreed to reimburse us certain fees payable to the depositary by holders of ADSs. Neither the depositary nor we can determine the exact amount to be made available to us because (i) the number of ADSs that will be issued and outstanding, (ii) the level of service fees to be charged to holders of ADSs and, (iii) our reimbursable expenses related to the program are not known at this time.
We did not receive any payments from the depositary for its ADR program, in 2024.
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Part II
Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Material Modifications to the Rights of Security Holders
See “Item 10. Additional Information” for a description of the rights of securities holders, which remain unchanged.
Use of Proceeds
The following “Use of Proceeds” information relates to the registration statement on Form F-1 (File Number: 333-232224) relating to our initial public offering of 20,759,700 ADSs representing 20,759,700 Class A ordinary shares, and the underwriters’ full exercise of their option to purchase from us 3,113,955 additional ADSs representing 3,113,955 Class A ordinary shares, at an initial offering price of US$8.38 per ADS. The registration statement was declared effective by the SEC on August 2, 2019. AMTD Global Markets Limited and Loop Capital Markets LLC were the representatives of the underwriters.
We raised approximately US$192.6 million in net proceeds from our initial public offering, after deducting underwriting commissions and the offering expenses payable by us, including the net proceeds we received from the underwriters’ full exercise of their option to purchase from us additional ADSs.
For the period from August 2, 2019 to December 31, 2024, we have used approximately US$4.2 million of the net proceeds from our initial public offering for business and infrastructure expansion, US$65.8 million for funding potential acquisitions of and investments in complementary businesses and US$23.5 million for general corporate purposes, including working capital needs, branding and marketing activities, upgrading technology infrastructure and other general administrative matters.
We still intend to use the proceeds from our initial public offering, as disclosed in our registration statements on Form F-1, to invest in our business and infrastructure expansion, fund potential acquisitions and investments, and use the remainder for general corporate purposes.
Item 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act, our senior management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon that evaluation, our senior management has concluded that, as of December 31, 2024, our disclosure controls and procedures were effective.
Disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in SEC’s rule and forms and that such information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) under the Exchange Act.
Internal control over financial reporting consists of policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) are designed and operated to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the Company’s process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
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Our management, with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our internal control over financial reporting based on criteria established in the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based upon its evaluation, our management has concluded that, as of December 31, 2024, our internal control over financial reporting was effective.
Attestation Report of the Registered Public Accounting Firm
Our independent registered public accounting firm, Audit Alliance LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024, as stated in its report, which appears on page F-2 of this annual report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 16. [RESERVED]
Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT
See “Item 6.C. Directors, Senior Management and Employees—Board Practices.”
Item 16B. CODE OF ETHICS
Our board of directors has adopted a code of ethics that applies to all of the directors, officers and employees of us and our subsidiaries, whether they work for us on a full-time, part-time, consultative, or temporary basis. In addition, we expect those who do business with us, such as consultants, suppliers and collaborators, to also adhere to the principles outlined in the code of ethics. Certain provisions of the code of ethics apply specifically to our chief executive officer, chief financial officer, senior finance officer, controller, vice presidents and any other persons who perform similar functions for us. We have filed our code of business conduct and ethics as an exhibit to our registration statement on Form F-1 (No. 333-232224) in connection with our initial public offering in August 2019, which was incorporated by reference thereto in this annual report.
Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Deloitte Touche Tohmatsu and Audit Alliance LLP, our principal accountants, for the periods indicated. We did not pay or accrue for payment any other fees to our principal accountants during the periods except as indicated below.
| 2023 | 2024 | |||||||
| US$ | US$ | |||||||
| (in thousands) | ||||||||
| Audit Fees(1) | ||||||||
| - Deloitte Touche Tohmatsu | 926 | 532 | ||||||
| - Audit Alliance LLP | - | 960 | ||||||
| Audit-related Fees(2) | ||||||||
| - Deloitte Touche Tohmatsu | 1,762 | 306 | ||||||
| - Audit Alliance LLP | - | 934 | ||||||
| (1) | “Audit Fees” represent the aggregate fees billed for each of the fiscal years listed for professional services rendered by our principal accountant for the audit of our annual consolidated financial statements, review of quarterly financial information, and audit services that are normally provided by the principal accountant in connection with regulatory filings or engagements for those fiscal years. |
| (2) | “Audit-related Fees” represent the aggregate fees billed in each of the fiscal years listed for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” |
105
All audit and permitted non-audit services provided by our principal accountant, including audit services, audit-related services, tax services, and other services as described above, must be and have been approved in advance by our audit committee.
Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
None.
Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
On October 25, 2023, our board of directors extended the term of this share repurchase program to the end of the last business day of the first quarter in 2024. We completed the repurchase authorized under this share repurchase program in February 2024 by way of repurchases of ordinary shares from our Controlling Shareholder for a total consideration of US$40 million from August 2023 to February 2024 through privately negotiated transactions and at negotiated prices.
Item 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Since the fourth quarter of 2023, our Audit Committee had started its independent evaluation process for global auditor rotation (“global auditor rotation process”). Effective from April 22, 2024, we engaged Audit Alliance LLP (“Audit Alliance”) as our independent registered public accounting firm to rotate out Deloitte Touche Tohmatsu (“Deloitte”). On April 23, 2024, we received a letter from Audit Alliance (“Audit Alliance Letter”) confirming that its appointment had been taken on following formal and proper procedures, including satisfactory completing clearance steps with Deloitte in accordance with Public Company Accounting Oversight Board requirements and internal guidelines and criteria of Audit Alliance (“predecessor auditor’s clearance”). On the same day, our Audit Committee concluded to Deloitte about its dismissal from its independent audit engagement for AMTD IDEA Group and all of its subsidiaries as our independent registered public accounting firm. The replacement of Deloitte and the appointment of Audit Alliance were made as part of the global auditor rotation process being independent conducted and evaluated by the audit committee and the decision being approved by our board to conform also with our board’s policy on auditor independence.
The audit reports of Deloitte on our consolidated financial statements as of and for the years ended December 31, 2022 and 2021 prepared under International Financial Reporting Standards (“IFRS”) did not contain any adverse opinion or disclaimer of opinion.
Based on the Audit Alliance Letter, during the fiscal years ended December 31, 2022 and 2021 and the subsequent period prior to the dismissal of Deloitte, there were no (i) disagreements between our Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of Deloitte would have caused Deloitte to make reference thereto in its reports on the financial statements for such years or (ii) reportable events (as defined in Item 16F(a)(1)(v) of Form 20F).
Our Audit Committee concluded in 2024 to adopt United States generally accepted accounting principles (“US GAAP”) for the first time in preparing its consolidated financial statements as of and for each of the fiscal years ended December 31, 2021, 2022 and 2023 in order to be more comparable and benchmarking compatible with other US listed players of which most of them are following US GAAP based financial reporting standards. Audit Alliance represented the first and only independent registered public accounting firm ever engaged by our Company to audit our financial statements prepared in accordance with US GAAP. There was no inclusion of IFRS reports or reference to them in Form 20-F.
Before the appointment of Audit Alliance, we had not consulted with Audit Alliance regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that Audit Alliance concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 16F(a)(1)(iv) and the related instructions to Item 16F of Form 20F, or a reportable event, as that term is defined in Item 16F(a)(1)(v) of Form 20-F.
Item 16G. CORPORATE GOVERNANCE
Section 303A.00 of the NYSE Listed Company Manual permits a foreign private issuer like our company to follow home country practice in certain corporate governance matters. Pursuant to such exception granted to foreign private issuers, we have followed our home country practice with respect to the requirement (i) to hold annual general meetings everyone and did not hold an annual general meeting of shareholders in 2024, (ii) to obtain shareholder approval of share issuances (A) to certain related parties where the number of shares issued exceeded either one percent of the number of shares or of the voting power outstanding before the issuance, and (B) where such share are issued as consideration in a transaction or series of related transactions in which a related party has a five percent or greater interest (or such persons collectively have a ten percent or greater interest), directly or indirectly, in the company or assets to be acquired or in the consideration to be paid in the transaction or series of related transactions and the issuance exceeded either five percent of the number of shares or of the voting power outstanding before the issuance, and (iii) that we have a compensation committee that is composed entirely of independent directors.
Other than as described above, we are not aware of any significant differences between our corporate governance practices and those followed by domestic companies under the NYSE Listed Company Manual.
Item 16H. MINE SAFETY DISCLOSURE
Not applicable.
106
Item 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
Item 16J. INSIDER TRADING POLICIES
Our board of directors has established
The Amended and Restated Statement of Policies Governing Material, Non-Public Information and the Prevention of Insider Trading is filed as Exhibit 11.2 to this annual report on Form 20-F.
Item 16K. CYBERSECURITY
Risk Management and Strategy
We have implemented comprehensive cybersecurity risk assessment procedures
to ensure effectiveness in cybersecurity management, strategy and governance and reporting cybersecurity risks.
Our approach to managing cybersecurity risks and safeguarding sensitive data is multi-faceted, involving technological safeguards, procedural protocols, a program of surveillance on our corporate network, continuous testing of aspects of our security posture, and regular cybersecurity training sessions for our key employees. Our IT department is actively engaged in continuous monitoring of the performance of our infrastructure to ensure prompt identification and response to potential issues, including potential cybersecurity threats.
As of the date of this annual report, we have
Governance
107
Part III
Item 17. FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
Item 18. FINANCIAL STATEMENTS
The consolidated financial statements of AMTD IDEA Group are included at the end of this annual report.
Item 19. EXHIBITS
108
109
110
| * | Filed with this annual report on Form 20-F. |
| ** | Furnished with this annual report on Form 20-F. |
| # | Portions of this exhibit have been omitted or redacted |
111
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| AMTD IDEA Group | ||
| By: | /s/ Giampietro Baudo | |
| Name: | Giampietro Baudo | |
| Title: | Chief Executive Officer | |
| May 1, 2025 | ||
112
AMTD IDEA GROUP
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of AMTD IDEA Group
Opinion on Internal Control Over Financial Reporting
We have audited AMTD IDEA Group’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, AMTD IDEA Group and its subsidiaries (the “Group”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Group as of December 31, 2024 and 2023, the related consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the years ended December 31, 2024, 2023 and 2022, and the related notes and our report dated April 30, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Group’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ AUDIT ALLIANCE LLP
Singapore
April 30, 2025
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of AMTD IDEA Group
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of AMTD IDEA Group and its subsidiaries (the “Group”) as of December 31, 2024 and 2023, the related consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the years ended December 31, 2024, 2023 and 2022 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024, 2023 and 2022 in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Group’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated April 30, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment of Indefinite-Lived Intangible Assets
As reflected in the financial statements, at December 31, 2024, the Group’s indefinite-lived intangible assets were US$119 million. As disclosed in Note 19 to the financial statements, indefinite-lived intangible assets are tested for impairment at least annually or more frequently if indicators of impairment require the performance of an interim impairment assessment.
Auditing management’s indefinite-lived intangible assets impairment tests was complex and highly judgmental due to the significant measurement uncertainty in determining the fair values of the intangible assets. In particular, the fair value estimates of the intangible assets were sensitive to changes in significant assumptions such as discount rates, revenue growth rates, forecasted revenue and gross margins and the projected cash flow terminal growth rates that are affected by expected future market or economic conditions.
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Group’s indefinite-lived intangible assets impairment assessment process. This included testing of controls over management’s review of the significant assumptions and methodologies used in estimating the fair values of the intangible assets. We also tested management’s controls to validate that the data used in the valuation models was completed and accurate.
To test the fair values of the reporting units, our audit procedures included, among others, assessing methodologies and testing the completeness and accuracy of the underlying data used by the Group. We performed sensitivity analyses over the significant assumptions to evaluate the change in the fair value of the reporting units resulting from changes in the assumptions. Our testing procedures over the significant assumptions included, among others, comparing projected revenue growth rates and forecasted revenue and gross margins to historical trends. We also involved an internal valuation professional to assist in evaluating the Group’s models, valuation methodology, and significant assumptions used in the fair value estimates.
/s/
April 30, 2025
We have served as the Group’s auditor since 2024.
F-3
AMTD IDEA GROUP
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| Year ended December 31, | |||||||||||||||
| Notes | 2024 | 2023 | 2022 | ||||||||||||
| US$ | US$ | US$ | |||||||||||||
| REVENUE | |||||||||||||||
| Capital market solutions services income (including income generated from related parties of US$ | |||||||||||||||
| Hotel operations, hospitality and VIP services income | |||||||||||||||
| Dividend income and gain from disposed financial assets at fair value through profit or loss and settled derivative financial assets | |||||||||||||||
| Net fair value changes on financial assets at fair value through profit or loss (except fair value changes on derivative financial assets and gain from disposed financial assets at fair value through profit or loss and settled derivative financial assets) | ( | ) | ( | ) | |||||||||||
| Net fair value changes on derivative financial assets | 14 | ||||||||||||||
| 5 | |||||||||||||||
| Other income | 5 | ||||||||||||||
| Other gain | 5 | ||||||||||||||
| Impairment losses under expected credit loss model on financial assets | 12, 29(B)(i) | ( | ) | ( | ) | ||||||||||
| Other operating expenses | 6 | ( | ) | ( | ) | ( | ) | ||||||||
| Staff costs | 7 | ( | ) | ( | ) | ( | ) | ||||||||
| Finance costs | 8 | ( | ) | ( | ) | ( | ) | ||||||||
| Share of losses of joint ventures | ( | ) | ( | ) | |||||||||||
| Net fair value changes on derivative financial liability | |||||||||||||||
| PROFIT BEFORE TAX | |||||||||||||||
| Income tax expense | 9 | ( | ) | ( | ) | ( | ) | ||||||||
| PROFIT FOR THE YEAR | |||||||||||||||
| Attributable to: | |||||||||||||||
| Owners of the parent: | |||||||||||||||
| - Ordinary shareholders | |||||||||||||||
| - Holders of perpetual securities | 27 | ||||||||||||||
| Non-controlling interests | |||||||||||||||
| EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT | |||||||||||||||
| Class A ordinary shares: | |||||||||||||||
| Basic (US$ per share) | 10 | ||||||||||||||
| Diluted (US$ per share) | 10 | ||||||||||||||
| Class B ordinary shares: | |||||||||||||||
| Basic (US$ per share) | 10 | ||||||||||||||
| Diluted (US$ per share) | 10 | ||||||||||||||
F-4
AMTD IDEA GROUP
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| Year ended December 31, | ||||||||||||||
| Notes | 2024 | 2023 | 2022 | |||||||||||
| US$ | US$ | US$ | ||||||||||||
| PROFIT FOR THE YEAR | ||||||||||||||
| OTHER COMPREHENSIVE INCOME | ||||||||||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||||||||
| Exchange differences on translation of foreign operations | ( | ) | ( | ) | ||||||||||
| Share of other comprehensive income (expense) of joint ventures | ( | ) | ||||||||||||
| Cumulative exchange differences reclassified to profit or loss upon disposal of foreign operations | ||||||||||||||
| Item that will not be reclassified to profit or loss: | ||||||||||||||
| Exchange differences on translation from functional currency to presentation currency | ( | ) | ||||||||||||
| OTHER COMPREHENSIVE INCOME (EXPENSE) FOR THE YEAR | ( | ) | ||||||||||||
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | ||||||||||||||
| Attributable to: | ||||||||||||||
| Owners of the parent: | ||||||||||||||
| - Ordinary shareholders | ||||||||||||||
| - Holders of perpetual securities | 27 | |||||||||||||
| Non-controlling interests | ||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-5
AMTD IDEA GROUP
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| As of December 31, | ||||||||||
| Notes | 2024 | 2023 | ||||||||
| US$ | US$ | |||||||||
| Assets | ||||||||||
| Current assets | ||||||||||
| Accounts receivable | 11 | |||||||||
| Prepayments, deposits and other receivables | 12 | |||||||||
| Due from immediate holding company | 29(B)(i) | |||||||||
| Financial assets at fair value through profit or loss | 13 | |||||||||
| Tax recoverable | ||||||||||
| Other assets | 15 | |||||||||
| Restricted cash | 16 | |||||||||
| Cash and bank balances | 16 | |||||||||
| Total current assets | ||||||||||
| Non-current assets | ||||||||||
| Property, plant and equipment | 17 | |||||||||
| Intangible assets | 19 | |||||||||
| Financial assets at fair value through profit or loss | 13 | |||||||||
| Interests in joint ventures | 20 | |||||||||
| Total non-current assets | ||||||||||
| Total assets | ||||||||||
| Equity and liabilities | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable | 21 | |||||||||
| Bank borrowings | 22 | |||||||||
| Other payables and accruals | 23 | |||||||||
| Due to a non-controlling shareholder | 29B(ii) | |||||||||
| Provisions | 24 | |||||||||
| Tax payable | ||||||||||
| Total current liabilities | ||||||||||
| Non-current liabilities | ||||||||||
| Bank borrowings | 22 | |||||||||
| Deferred tax liabilities | 25 | |||||||||
| Provisions | 24 | |||||||||
| Total non-current liabilities | ||||||||||
| Total liabilities | ||||||||||
F-6
AMTD IDEA GROUP
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| December 31, | ||||||||||
| Notes | 2024 | 2023 | ||||||||
| US$ | US$ | |||||||||
| Equity | ||||||||||
| Class A ordinary shares | 26 | |||||||||
| Class B ordinary shares | 26 | |||||||||
| Treasury shares | 26 | ( | ) | ( | ) | |||||
| Capital reserve | ||||||||||
| Exchange reserve | ||||||||||
| Retained profits | ||||||||||
| Total equity attributable to ordinary shareholders of the Company | ||||||||||
| Non-controlling interests | ||||||||||
| Perpetual securities | 27 | |||||||||
| Total equity | ||||||||||
| Total liabilities and equity | ||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-7
AMTD IDEA GROUP
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| Share capital | Capital reserve | Treasury shares | Exchange reserve | Retained profits | Equity attributable to ordinary shareholders of the Company | Equity attributable to holders of perpetual securities | Non- controlling interests | Total equity | ||||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||||||||
| As of January 1, 2022 | ( | ) | ||||||||||||||||||||||||||||||||||
| Profit for the year | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income for the year | ( | ) | ||||||||||||||||||||||||||||||||||
| Total comprehensive income for the year | ||||||||||||||||||||||||||||||||||||
| Conversion of convertible bond | ||||||||||||||||||||||||||||||||||||
| Distribution to holders of perpetual securities (Note 27) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of shares (Note 26) | ||||||||||||||||||||||||||||||||||||
| Acquisition of AMTD Digital under common control | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Issuance of shares in acquisition of AMTD Digital | ||||||||||||||||||||||||||||||||||||
| Issuance of shares by AMTD Digital upon listing | ||||||||||||||||||||||||||||||||||||
| Disposal of subsidiaries | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Repurchase of shares by a subsidiary | ( | ) | ||||||||||||||||||||||||||||||||||
| Repurchase of shares from a shareholder | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| As of December 31, 2022 | ( | ) | ||||||||||||||||||||||||||||||||||
| Profit for the year | ||||||||||||||||||||||||||||||||||||
| Other comprehensive expenses for the year | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Total comprehensive (expenses) income for the year | ( | ) | ||||||||||||||||||||||||||||||||||
| Distribution to holders of perpetual securities (Note 27) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of shares (Note 26) | ||||||||||||||||||||||||||||||||||||
| Issuance of shares in acquisition of WME Assets (Note 32(a)) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Issuance of shares in acquisition of The Art Newspaper SA (Note 32(a)) | ||||||||||||||||||||||||||||||||||||
| Issuance of shares by AMTD Digital | ||||||||||||||||||||||||||||||||||||
| Acquisition of additional interests of the subsidiaries | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Disposal of subsidiaries | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Change in shareholding of subsidiaries during the year without losing control | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Repurchase of shares by a subsidiary | ( | ) | ||||||||||||||||||||||||||||||||||
| Repurchase of shares from a shareholder | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| As of December 31, 2023 | ( | ) | ||||||||||||||||||||||||||||||||||
| Profit for the year | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income (expenses) for the year | ( | ) | ||||||||||||||||||||||||||||||||||
| Total comprehensive income for the year | ||||||||||||||||||||||||||||||||||||
| Distribution to holders of perpetual securities (Note 27) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of shares (Note 26) | ||||||||||||||||||||||||||||||||||||
| Recognition of subsidiaries on control over Singapore hotel companies | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of shares by subsidiaries | ||||||||||||||||||||||||||||||||||||
| As of December 31, 2024 | ( | ) | ||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-8
AMTD IDEA GROUP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| Year ended December 31, | ||||||||||||||
| Notes | 2024 | 2023 | 2022 | |||||||||||
| US$ | US$ | US$ | ||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||
| Profit before tax | ||||||||||||||
| Adjustments for: | ||||||||||||||
| Interest income | 5 | ( | ) | ( | ) | ( | ) | |||||||
| Finance costs | 8 | |||||||||||||
| Depreciation of property, plant and equipment | 6 | |||||||||||||
| Amortization of intangible assets | 6 | |||||||||||||
| Dividend income | 5 | ( | ) | ( | ) | ( | ) | |||||||
| Gain on disposed financial assets at fair value through profit or loss and settled derivative financial assets | 5 | ( | ) | ( | ) | |||||||||
| Gain from a bargain purchase | 5 | ( | ) | ( | ) | |||||||||
| Gain on disposal of subsidiaries | 5 | ( | ) | ( | ) | ( | ) | |||||||
| Net fair value changes on financial assets at fair value through profit or loss (except derivative financial assets) | 5 | ( | ) | |||||||||||
| Net fair value changes on derivative financial assets | 14 | ( | ) | |||||||||||
| Net fair value changes on derivative financial liability | ( | ) | ||||||||||||
| Share of losses of joint ventures | ||||||||||||||
| Impairment losses under expected credit loss model on financial assets | 12, 29 | |||||||||||||
| Operating cash flows before changes in working capital | ( | ) | ( | ) | ||||||||||
| (Increase)/decrease in accounts receivable | ( | ) | ( | ) | ||||||||||
| (Increase)/decrease in prepayments, deposits and other receivables | ( | ) | ||||||||||||
| Increase/(decrease) in other payables and accruals | ( | ) | ||||||||||||
| (Increase)/decrease in restricted cash | ( | ) | ||||||||||||
| Increase/(decrease) in provisions | ( | ) | ( | ) | ||||||||||
| Changes in accounts payable and other assets | ( | ) | ||||||||||||
| Payment of operating lease liabilities | ( | ) | ( | ) | ||||||||||
| Cash (used in)/generated from operations | ( | ) | ||||||||||||
| Profits tax paid | ( | ) | ( | ) | ||||||||||
| Dividend received | ||||||||||||||
| Interest received | ||||||||||||||
| Net cash generated from operating activities | ||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||||
| Addition to property, plant and equipment | 17 | ( | ) | ( | ) | ( | ) | |||||||
| Addition to financial assets at fair value through profit or loss | ( | ) | ( | ) | ( | ) | ||||||||
| Increase in amount due from immediate holding company | ( | ) | ( | ) | ( | ) | ||||||||
| Acquisition of subsidiaries, net of cash acquired | 32 | |||||||||||||
| Net cash outflow from disposal of subsidiaries | ( | ) | ( | ) | ( | ) | ||||||||
| Acquisition of additional interests in subsidiaries | ( | ) | ||||||||||||
| Collection of consideration receivable | ||||||||||||||
| Amount received from former subsidiaries | ||||||||||||||
| Amount received from a non-controlling shareholder of a subsidiary | ||||||||||||||
| Amount received from amounts due from joint ventures | ||||||||||||||
| Advance to a non-controlling shareholder of a subsidiary | ( | ) | ||||||||||||
| Receipt of returns from movie income right investments | ||||||||||||||
| Proceeds from disposal of financial assets at fair value through profit or loss | ||||||||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||||
F-9
AMTD IDEA GROUP
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| Year ended December 31, | ||||||||||||||
| Notes | 2024 | 2023 | 2022 | |||||||||||
| US$ | US$ | US$ | ||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||||
| Proceeds from issuance of shares | ||||||||||||||
| Proceeds from issuance of shares of a subsidiary | ||||||||||||||
| Repayment of bank borrowings | ( | ) | ( | ) | ( | ) | ||||||||
| Repayment to non-controlling shareholder of a subsidiary | ( | ) | ||||||||||||
| Proceeds from bank borrowings | ||||||||||||||
| Distribution to perpetual securities holders | 27 | ( | ) | ( | ) | ( | ) | |||||||
| Finance costs paid | ( | ) | ( | ) | ( | ) | ||||||||
| Net cash flows (used in)/generated from financing activities | ( | ) | ||||||||||||
| NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||||||||
| Cash and cash equivalents at beginning of year | ||||||||||||||
| Effect of foreign exchange rate change, net | ( | ) | ||||||||||||
| CASH AND CASH EQUIVALENTS AT END OF YEAR | ||||||||||||||
| ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS | ||||||||||||||
| Cash and bank balances | 16 | |||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-10
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 1 | CORPORATE INFORMATION |
AMTD IDEA Group (the “Company”) is a limited liability company incorporated in Cayman Islands on February 4, 2019. The Company completed its initial public offering on New York Stock Exchange on August 5, 2019 and its shares are listed on Singapore Exchange on April 8, 2020.
The Company is an investment holding company. The Company and its subsidiaries (collectively referred to as the “Group”) are involved in the provision of capital market solutions services, digital solutions and other services, fashion, arts and luxury media advertising and marketing services, hotel operations, hospitality and VIP services and strategic investment.
The Company’s immediate holding company is AMTD Group Inc. (“AMTD Group”), a company incorporated in the British Virgin Islands (“BVI”).
Information about principal subsidiaries
Particulars of the Company’s principal subsidiaries are as follows:
| Issued and | Percentage of equity attributable to the Company | |||||||||||||||||||||||||
| Place of | registered share | 2024 | 2023 | |||||||||||||||||||||||
| Name | incorporation | capital# | Direct | Indirect | Direct | Indirect | Principal activities | |||||||||||||||||||
| AMTD International Holding Group Limited (“AMTD IHG”) | HK$ | % | % | |||||||||||||||||||||||
| AMTD Digital Inc. (“AMTD Digital”) | US$ | % | % | |||||||||||||||||||||||
| AMTD Risk Solutions Group Limited | HK$ | % | % | |||||||||||||||||||||||
| WME Assets Group (“WME Assets”) | US$ | % | % | |||||||||||||||||||||||
| The Generation Essentials Group | US$ | % | % | |||||||||||||||||||||||
| L’Officiel Group Inc.(“L’Officiel”) | US$ | % | % | |||||||||||||||||||||||
| The Art Newspaper Group Inc. | US$ | % | % | |||||||||||||||||||||||
| # | All amounts in dollars in this note only. |
| The consolidated financial statements have been prepared on a historical cost basis, except for financial assets at fair value through profit or loss and derivative financial assets which are measured at fair value. The consolidated financial statements are presented in United States Dollars (“US$”) unless otherwise stated. |
F-11
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 2.1 | BASIS OF PRESENTATION |
Basis of preparation
The Group’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). For the purpose of preparation of the consolidated financial statements, information is considered material if such information is reasonably expected to influence decision made by primary users.
The consolidated financial statements have been prepared on a historical cost basis, except for financial assets at fair value through profit or loss, derivative financial assets and derivative financial liability which are measured at fair value.
Recent accounting pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. This standard is effective for the Company for the annual period beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2023-07.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU2023-09 is intended to improve transparency of income tax disclosure by requiring income tax disclosures to contain consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. This standard affects the disclosure of income taxes not the accounting for income taxes. This standard is effective for the Company for the annual period beginning after December 15,2025, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2023-09.
In November 2024, the FASB ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). which enhances the disclosures required for expense disaggregation in the Company’s annual and interim consolidated financial statements. ASU 2024-03 is effective for the Company for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements disclosures.
F-12
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 2.2 | SIGNIFICANT ACCOUNTING POLICIES |
Basis of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries for the years ended December 31, 2022, 2023 and 2024. A subsidiary is an entity, directly or indirectly, controlled by the Company. Control is achieved when the Group has power over investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee (i.e., existing rights that give the Group the current ability to direct the relevant activities of the investee).
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control described above.
The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.
Profit or loss and each item of other comprehensive income, if any, is attributed to the owners of the parent of the Group (including ordinary shareholders and holders of perpetual securities) and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions among members of the Group are eliminated in full on consolidation.
Non-controlling interests in subsidiaries are presented separately from the Group’s equity therein, which represent present ownership interests entitling their holders to a proportionate share of net assets of the relevant subsidiaries upon liquidation.
Changes in the Group’s interests in existing subsidiaries
Changes in the Group’s interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s relevant components of equity and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries, including re-attribution of relevant reserves between the Group and the non-controlling interests according to the Group’s and the non-controlling interests’ proportionate interests.
Any difference between the amount by which the non-controlling interests are adjusted, and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Company. When the Group loses control of a subsidiary, the assets and liabilities of that subsidiary and non-controlling interests (if any) are derecognized. A gain or loss is recognized in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the carrying amount of the assets (including goodwill), and liabilities of the subsidiary attributable to the owners of the Company. All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary. The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting or, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
Business combinations
A business is an integrated set of activities and assets which includes an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired processes are considered substantive if they are critical to the ability to continue producing outputs, including an organized workforce with the necessary skills, knowledge, or experience to perform the related processes or they significantly contribute to the ability to continue producing outputs and are considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.
Acquisitions of businesses, other than business combination under common control are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred.
F-13
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 2.2 | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value, except that:
| ● | deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognized and measured in accordance with relevant guidance; |
| ● | liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with relevant guidance; |
| ● | assets (or disposal groups) that are classified as held for sale are measured in accordance with that standard; and |
| ● | lease liabilities are recognized and measured at the present value of the remaining lease payments as if the acquired leases were new leases at the acquisition date, except for leases for which the lease terms ends within 12 months of the acquisition date. | |
| Right-of-use assets are recognized and measured at the same amount as the relevant lease liabilities, adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms. |
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any
non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net amount of the identifiable assets acquired and the liabilities assumed as of acquisition date. If, after re-assessment, the net amount of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the relevant subsidiary’s net assets in the event of liquidation are initially measured at fair value.
Business combinations under common control
The Company accounts for the business combination with entities under common control using historical carrying values and under a prospective basis (referred to herein as predecessor accounting) which involves the Company accounting for the combination prospectively from the date on which it occurred. For predecessor accounting:
| ● | Assets and liabilities of the acquired entity are stated at carrying amounts. Fair value measurement is not required. |
| ● | Income statement reflects the results of the combining parties. |
| ● | No new goodwill arises in predecessor accounting. |
| ● | Any difference between the consideration given and the aggregate carrying value of the assets and liabilities of the acquired entity at the date of the transaction is recognized in capital reserve within the unaudited interim condensed consolidated statements of changes in equity. |
F-14
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 2.2 | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Investments in joint ventures
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.
The Group’s investment in joint ventures are stated in the consolidated statement of financial position at cost and the Group’s share of net assets under the equity method of accounting, less any impairment losses. The financial statements of joint ventures used for equity accounting purposes are prepared using uniform accounting policies as those of the Group for similar transactions and events in similar circumstances. Appropriate adjustments have been made to conform the joint venture’s accounting policies to those of the Group. The Group’s share of the post-acquisition results and other comprehensive income of joint ventures is included in the consolidated statement of profit or loss and other comprehensive income, respectively. Changes in net assets of joint venture other than profit or loss and other comprehensive income are not accounted for unless such changes resulted in changes in ownership interest held by the Group. When the Group’s share of losses of a joint venture exceeds the Group’s interest in that joint venture exceeds the Group’s interest in that joint venture, the Group discontinues recognizing its share of further losses. Additional losses are recognized only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture.
On acquisition of the investment in a joint venture, any excess of the cost of the investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognized immediately in profit or loss in the period in which the investment is acquired.
Impairments of investments in joint ventures are recognized only if the impairment are other than temporary.
Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. A fair value of investments in joint ventures that is less than its carrying amount may indicate a loss in investments in joint ventures. An impairment loss of investments in joint ventures that is other than a temporary decline is recognized to profit or loss and such impairment loss cannot be reversed subsequently.
When a group entity transacts with a joint venture of the Group, profits and losses resulting from the transactions with the joint venture are recognized in the Group’s consolidated financial statements only to the extent of interests in the joint venture that are not related to the Group.
Fair value measurement
The Group measures its derivative financial instruments, movie income right investments and equity investments at fair value at the end of each reporting period. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
F-15
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 2.2 | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
| Level 1 | — | based on quoted prices (unadjusted) in active markets for identical assets or liabilities |
| Level 2 | — | based on valuation techniques for which the lowest level input that is significant to the fair value measurement is observable, either directly or indirectly |
| Level 3 | — | based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable |
For assets and liabilities that are recognized in the consolidated financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
Impairment of non-financial assets
At the end of the reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use assets and intangible assets with finite useful lives to determine whether there is any indication that these assets have suffered an impairment loss. If any such indication exists, the fair value of the relevant asset is estimated, which is the sum of undiscounted cash flows that are expected to result from the use and eventual disposition of asset or asset group. The fair value of property, plant and equipment, right-of-use assets, and intangible assets with definite life are estimated fair value of an asset group (i.e. the lowest level of identifiable cash flows that are largely independent of the net cash flows of other groups of assets). An impairment loss is recognized for a depreciable or amortizable asset (asset group) only if the carrying amount of the asset (asset group) exceeds its fair value. If the asset is not recoverable, then an asset’s (asset group’s) impairment is calculated with reference to the fair value of that asset (asset group) in comparison to its carrying amount.
The Group performs an initial qualitative assessment before proceeding with the quantitative test on goodwill and indefinite life intangible asset. If the Group concludes, based on qualitative assessment, that it is not more likely than not that a reporting unit that goodwill allocated to or indefinite life intangible assets is impaired, then the Group is not required to perform a quantitative test for that reporting unit or indefinite life intangible assets.
Intangible assets with indefinite life are estimated individually. An impairment loss for an indefinite life intangible asset is recognized if the fair value of the asset is less than the asset’s carrying amount. Goodwill is allocated to those reporting units which are operating segments or one level below the operating segment level (component level), if it constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that segment. Goodwill is impaired if the carrying amount of the reporting unit to which it is allocated exceeds the fair value of the reporting unit. An impairment is the excess of the reporting unit’s carrying amount over its fair value.
Corporate assets are not allocated to asset groups in testing long-lived assets for impairment. An additional high-level of asset group is identified (which may be at the entity level), which is tested for impairment after the related lower-level assets groups have been tested.
An impairment loss is not reversed if the fair value of the impaired asset or asset group increase subsequently.
Related parties
A party is considered to be related to the Group if:
| (a) | the party is a person or a close member of that person’s family and that person |
| (i) | has control or joint control over the Group; |
| (ii) | has significant influence over the Group; or |
| (iii) | is a member of the key management personnel of the Group or of a parent of the Group; |
| or |
F-16
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 2.2 | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| (b) | the party is an entity where any of the following conditions applies: |
| (i) | the entity and the Group are members of the same group; |
| (ii) | one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other entity); |
| (iii) | the entity and the Group are joint ventures of the same third party; |
| (iv) | one entity is a joint venture of a third entity and the other entity is an associate of the third entity; |
| (v) | the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group; and the sponsoring employers of the post-employment benefit plan; |
| (vi) | the entity is controlled or jointly controlled by a person identified in (a); |
| (vii) | a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); and |
| (viii) | the entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the parent of the Group. |
Property, plant and equipment and depreciation
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use.
Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to profit or loss in the year in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalized in the carrying amount of the asset as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognizes such parts as individual assets with specific useful lives and depreciates them accordingly.
Depreciation is calculated on a straight-line basis to write off the cost of each item of property, plant and equipment to its residual value over its estimated useful life. The principal annual rates used for this purpose are as follows:
| Properties | Over the shorter of the useful life of 40 years and the remaining lease term |
| Furniture and fixtures | 20% |
| Computer equipment | 33 1⁄3% |
Where parts of an item of property, plant and equipment have different useful lives.
The cost of that item is allocated on a reasonable basis among the parts and each part is depreciated separately.
Residual values, useful lives and the depreciation method are reviewed, and adjusted if appropriate, at least at each financial year end.
An item of property, plant and equipment including any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement recognized in profit or loss in the year the asset is derecognized is the difference between the net sales proceeds and the carrying amount of the relevant asset.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
F-17
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 2.2 | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
For contracts entered into or modified on or after the date of initial application or arising from business combinations, the Group assesses whether a contract is or contains a lease at inception, modification date or acquisition date, as appropriate. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.
Group as a lessee
Allocation of consideration to components to a lease
For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.
Non-lease components are separated from lease component and are accounted for by applying other applicable standards.
For both finance and operating leases, the right-of-use asset (“ROU”) is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
For finance leases, the ROU asset is subsequently amortized on a straight-line basis, over the shorter of the lease term or the useful life of the ROU asset.
For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received.
The Group presents right-of-use assets in “property, plant and equipment”, the same line item within which the corresponding underlying assets would be presented if they were owned.
| (b) | Lease liabilities |
Lease liabilities are recognized at the commencement date of the lease at the present value of lease payments to be made over the lease term.
The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for termination of a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as an expense in the period in which the event or condition that triggers the payment occurs.
The lease term is determined as the non-cancellable period of a lease, together with periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification including a change in the lease term and a change in lease payments (e.g., a change to future lease payments resulting from a change in an index or rate) or a change in assessment of an option to purchase the underlying asset.
F-18
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 2.2 | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Intangible assets (other than goodwill)
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination are recognized separately from goodwill and are initially recognized at their fair value at the acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination with finite useful lives are reported at costs less accumulated amortization and any accumulated impairment losses being their fair value at the date of the revaluation less subsequent accumulated amortization and any accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Intangible assets acquired in a business combination with indefinite useful lives are carried at cost less any subsequent accumulated impairment losses.
An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains and losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized.
Financial instruments - Investments and other financial assets
The Group’s financial assets are classified into financial assets at fair value through profit or loss and loans and receivables. The classification depends on nature and purpose of financial assets and is determined at the time of initial recognition.
Financial assets at fair value through profit or loss
Equity investments are generally measured at fair value with changes in fair value recognized through profit or loss.
Loans and receivables
Loans and receivables are classified as either held-for-sale or held-for-investment. When the Group holds an originated or purchased loans or receivables for which it has the intent and ability to hold for the foreseeable future or to maturity or payoff, the loans or receivables should be classified as held-for-investment. Loans and receivables held-for-investment are measured at their amortized cost. If the Group intends to sell loans or receivables, the loans or receivables should be classified as held for sale. Loans and receivables classified as loans held for sale are measured at the lower of cost or fair value, or carried at fair value if the fair value option is elected.
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets at amortized cost
Financial assets at amortized cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognized in the consolidated statements of profit or loss when the asset is derecognized, modified or impaired.
The effective interest method is a method of calculating the amortized cost of a financial asset and of allocating interest income and interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts and payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
F-19
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 2.2 | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the consolidated statements of financial position at fair value with net changes in fair value recognized in profit or loss.
This category includes derivative instruments and equity investments which the Group had not irrevocably elected to classify at fair value through other comprehensive income. Dividends income which is derived from Group’s ordinary course of business is recognized as revenue in the consolidated statements of profit or loss when the right of payment has been established, it is probable that the economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
Derecognition of financial assets
Financial assets are derecognized when the Group surrenders control over those assets. The Group has surrendered control over transferred assets only if all the following conditions are met.
| ● | Legal control: The transferred assets is isolated from the Group, i.e. put legally beyond the reach of the Group. |
| ● | Actual control: (i) the transferee has the right to pledge or exchange the assets (or beneficial interests) that it received; and (ii) no condition both (a) constrains the transferee from taking advantage of its right to pledge or exchange and (b) provides more than a trivial benefit to the Group. |
| ● | Effective control: The Group does not maintain effective control over the transferred financial assets or third party beneficial interests related to those transferred assets. |
In derecognizing a transferred financial assets, a gain or loss is recognized based on the difference between the carrying amount of the financial assets of the carrying amount and the sum of the proceeds received for the asset or the participating interest derecognized.
Impairment of financial assets
The Group utilizes the expected credit losses (“ECL”) model to determine an allowance that reflects its best estimate of the expected credit losses on accounts receivable, prepayments, deposits and other receivables which is recorded as a liability to offset the receivables. The ECL model is prepared after considering historical experience, current conditions, and reasonable and supportable economic forecasts to estimate expected credit losses. Accounts receivable, prepayments, deposits and other receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense.
The Group uses simplified flow rate matrix approach to estimate expected credit losses for the accounts receivable. The allowance for credit loss is estimated for accounts receivable that share similar risk characteristics based on a collective assessment using a combination of measurement models and management judgment. The approach considers factors including historical aging schedule and forward-looking macroeconomic conditions.
The allowance for expected credit loss is disclosed accordingly in the relevant notes.
General approach
The ECL model is based on a single measurement approach of full lifetime ECL throughout the life of an instrument.
Interest income is calculated based on the gross carrying amount of the financial asset unless the financial asset is credit-impaired, in which case interest income is calculated based on amortized cost of the financial asset.
F-20
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 2.2 | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:
| a) | significant financial difficulty of the issuer or the borrower; |
| b) | a breach of contract, such as a default or past due event; |
| c) | the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider; |
| d) | it is becoming probable that the borrower will enter bankruptcy or other financial reorganization; or |
| e) | the disappearance of an active market for that financial asset because of financial difficulties. |
Write-off policy
The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, for example, when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Group’s recovery procedures, taking into account legal advice where appropriate. A write-off constitutes a derecognition event. Any subsequent recoveries are recognized in profit or loss.
Measurement and recognition of ECL
The measurement of ECL is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data and forward-looking information. Estimation of ECL reflects an unbiased and probability-weighted amount that is determined with the respective risks of default occurring as the weights.
Generally, the ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and the cash flows that the Group expects to receive, discounted at the effective interest rate determined at initial recognition.
ECL for trade receivables from contract with customers are considered on a collective basis taking into consideration past due information and relevant credit information such as forward looking macroeconomic information.
For collective assessment, the Group takes into consideration the following characteristics when formulating the grouping:
| ● | Past-due status; |
| ● | Nature, size and industry of debtors; and |
| ● | External credit ratings where available. |
The grouping is regularly reviewed by management to ensure the constituents of each group continue to share similar credit risk characteristics.
Interest income is calculated based on the gross carrying amount of the financial asset unless the financial asset is credit-impaired, in which case interest income is calculated based on amortized cost of the financial asset.
The Group recognizes an impairment gain or loss in profit or loss for all financial instruments by adjusting their carrying amount, with the exception of trade receivables from contracts with customers where the corresponding adjustment is recognized through a loss allowance account.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at amortized cost or at fair value through profit or loss (warrants and derivative financial instruments), as appropriate.
F-21
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 2.2 | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
All financial liabilities are recognized initially at fair value and, in the case of financial liabilities at amortized cost, net of directly attributable transaction costs. Transaction costs directly attributable to the acquisition of financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
The Group’s financial liabilities include accounts payable, bank borrowings, financial liabilities included in other payables and accruals, derivative financial liability and convertible bond.
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at amortized cost
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included in finance costs in profit or loss.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or canceled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and a recognition of a new liability, and the difference between the respective carrying amounts is recognized in profit or loss.
Derivative financial instruments
Derivative financial asset is initially recognized at fair value on the date on which a derivative contract is entered into and is subsequently remeasured at fair value. Derivative financial instruments are carried as an asset when the fair value is positive and as a liability when the fair value is negative. Any gain or loss arising from changes in fair value of the derivative financial instruments is taken directly to profit or loss.
Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
F-22
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 2.2 | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.
Perpetual instruments, which include no contractual obligation for the Group to deliver cash or other financial assets or the Group has the sole discretion to defer payment of distribution and redemption of principal amount indefinitely are classified as equity instruments.
Repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancelation of the Company’s own equity instruments.
Provisions
A provision is recognized when a present obligation (legal or constructive) has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.
When the effect of discounting is material, the amount recognized for a provision is the present value at the end of the reporting period of the future expenditures expected to be required to settle the obligation. The increase in the discounted present value amount arising from the passage of time is included in finance costs in profit or loss.
Income tax
Income tax comprises current and deferred tax. Income tax relating to items recognized outside profit or loss is recognized outside profit or loss, either in other comprehensive income or directly in equity.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period, taking into consideration interpretations and practices prevailing in the countries in which the Group operates.
Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognized when control of goods or services is transferred to the customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.
When the consideration in a contract includes a variable amount, the amount of consideration is estimated to which the Group will be entitled in exchange for transferring the goods or services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
Capital market solutions
Capital market solutions service income is composed of underwriting commission, brokerage and handling fee and financial advisory fee and asset management fee. Underwriting commission earned from underwriting equity and debt securities is recognized at the point in time when the Group’s performance under the terms of a contractual arrangement is completed, which is typically at the closing of a transaction if there is no uncertainty or contingency related to the amount to be paid.
F-23
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 2.2 | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
The Group considers that all the services promised in a particular contract of being a financial advisor are interdependent and interrelated and should be therefore accounted for as a single performance obligation. As it is unlikely that a customer can obtain benefit before the Group completes all its services from the completion of the underlying transaction and since the contracts do not provide the Group an enforceable right to payment performance completed up to date, the financial advisory fees are recognized at a point in time upon underlying transactions are completed.
Asset management fee primarily includes fees associated with asset management, performance-based incentive fee, brokerage and handling fee. The management fee and the performance-based incentive fee are earned for the provision of asset management services, being provided continuously over the contract period. Asset management fees consist of management and performance fees that are fixed or variable. Variable consideration is determined based on underlying assets under management, i.e. AUM, of a customer’s account at a specified period end.
Management fee is recognized when services are performed. Fixed consideration is recognized over the schedule period on a straight-line basis because the customer simultaneously receives and consumes the benefits provided by the Company. Performance-based incentive fee is recognized when the performance target is met and the revenue is not probable of a significant reversal. For asset management services, when a single contract contains both asset management services and brokerage services, the stand-alone selling prices of each of the distinct services underlying the performance obligations (i.e. management fee and performance-based incentive fee for asset management service and brokerage and handling fee for transaction processing service) are stated separately in the contract. These are the observable prices of services when the Company sells each of them separately.
Brokerage and handling fee is recognized at the point in time when the associated service is fulfilled, generally on the trade execution date.
Digital solutions and other service income
| (i) | Insurance brokerage services |
The Group earns commission income by facilitating the arrangement between insurance company partners and individuals/businesses. The service promised to the customer is placement of an effective insurance or reinsurance policy. Commission revenue is usually a percentage of the premium paid by the insured and generally depends upon the type of insurance or reinsurance policy and the insurance company partner. Revenue is recognized at a point in time upon execution and effectiveness of insurance contracts.
F-24
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 2.2 | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| (ii) | Digital solutions services |
The Group provides its corporate clients exclusive access to the membership program for a fixed membership fee negotiated on case by case basis and agreed upon entering the contract with each customer based on the level of annual fee under the digital solutions and other services segment, which provides its members networking opportunities with prestigious corporate members, prominent business executives and partners. Contract terms of contracts entered during the period generally ranged from 1 to 3 years. Revenue from such service is recognized over time as the customers simultaneously receive and consume the service provided by the Group. When the Group receives an upfront payment, this will give rise to contract liabilities at the time of the initial sales transaction for which revenue is recognized over the membership service period.
Fashion, arts and luxury media advertising and marketing services
Fashion, arts and luxury media advertising and marketing services income is composed of fashion, arts and luxury magazines and advertising service income and fashion, arts and luxury media licensing and marketing services income. The Group distributes of fashion, arts and luxury publications. The Group also provides advertising services on fashion, arts and luxury magazines to the customers. Revenue is recognized at a point in time when control of the goods has transferred to the customers or upon the edition in which the advertisement is displayed. The Group also provides fashion, arts and luxury media licensing and marketing services to its customers on its multimedia channels. The Group recognizes revenues of such services over time based on the contract term.
Hotel operations, hospitality and VIP services
The Group provides accommodations and other ancillary services to hotel guests. Revenue of hotel operations, hospitality and VIP services are recognized over time by reference to the progress towards complete satisfaction of the relevant performance obligation, as the hotel guest simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs.
A contract liability represents the Group’s obligation to transfer services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer.
Revenue from other sources
Fair value changes on financial assets at fair value through profit or loss and derivative financial assets are recognized in the period in which they arise. Gain/loss recognized during the current period is recognized as gain/loss related to disposed investments, whereas gain/loss recognized for those financial assets at fair value through profit or loss and derivative financial assets held at the end of the reporting period is recognized as net fair value changes on financial assets at fair value through profit or loss and net fair value changes on derivative financial assets.
Dividend income is recognized when the shareholders’ right to receive payment has been established, it is probable that the economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
Contract liabilities
A contract liability is recognized when the payment is made and received or the payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are recognized as revenue when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer).
For certain customers, the Company requires upfront payment and recorded such upfront fee as contract liabilities in other payables and accruals. Upfront fee is recognized as revenue based on the time elapsed for the service period.
Government grant
Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.
F-25
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 2.2 | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they become receivable. Such grants are presented under other income.
Employee benefits
Retirement benefit cost
The Group operates a defined contribution Mandatory Provident Fund retirement benefit scheme (the “MPF Scheme”) under the Mandatory Provident Fund Schemes Ordinance for all of its employees. Contributions are made based on a percentage of the employees’ basic salaries and are charged to profit or loss as they become payable in accordance with the rules of the MPF Scheme. The assets of the MPF Scheme are held separately from those of the Group in an independently administered fund. The Group’s employer contributions vest fully with the employees when contributed into the MPF Scheme.
Short-term employee benefits are recognized at the undiscounted amount of the benefits expected to be paid as and when employees rendered the services. All short-term employee benefits are recognized as an expense.
A liability is recognized for benefits accruing to employees (such as wages and salaries) after deducting any amount already paid.
Foreign currencies
These financial statements are presented in US$. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Foreign currency transactions recorded by the entities in the Group are initially recorded using their respective functional currency rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rates of exchange ruling at the end of the reporting period. Differences arising on settlement or translation of monetary items are recognized in profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss on change in fair value of the item (i.e., translation difference on the item whose fair value gain or loss is recognized in other comprehensive income or profit or loss is also recognized in other comprehensive income or profit or loss, respectively).
In determining the exchange rate on initial recognition of the related asset, expense or income on the derecognition of a non-monetary asset or non-monetary liability relating to an advance consideration, the date of initial transaction is the date on which the Group initially recognizes the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt of the advance consideration.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in an exchange reserve (attributed to non-controlling interests as appropriate).
On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in a foreign exchange translation reserve in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.
In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences is reclassified to profit or loss.
F-26
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 3. | SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS |
The preparation of the Group’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below:
Impairment assessment of intangible assets
Determining whether intangible assets are impaired requires an estimation of the fair value of the reporting unit to which intangible assets have been allocated, which is the higher of the value in use or fair value less costs of disposal. The value in use calculation requires the Group to estimate the future discounted cash flows projections based on forecast from the reporting unit. Where the actual future revenue are less than expected, or change in facts and circumstances which results in downward revision of future cash flows or upward revision of discount rate, a material impairment loss or further impairment loss may arise. Details of the impairment assessment of intangible assets are disclosed in note 19.
Fair value of unlisted equity investments and movie income right investments
The Group’s unlisted equity instruments and movie income right investments are measured at fair value with fair value being determined based on significant unobservable inputs using valuation techniques. Judgment and estimation are required in establishing the relevant valuation techniques and the relevant inputs thereof. Changes in assumptions relating to these factors could result in material adjustments to the fair value of these instruments.
Credit risk management and ECL estimation
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties, as a means of mitigating the risk of financial loss from defaults. The Group’s exposure of its counterparties is continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the management periodically.
The carrying amount of financial assets recorded in the consolidated financial statements, grossed up for any allowances for losses, represents the Group’s maximum exposure to credit risk.
Other than accounts receivable mentioned in Note 11, the credit risk
on liquid funds is limited because the counterparties are mainly banks with sound credit. The directors of the Company consider the credit
risk on other receivables are not significant after considering counterparties’ financial background and creditability. During the
year ended December 31, 2022, the Group recognized ECL for other receivables of US$
The directors of the Company continuously monitor the credit quality
and financial position of the immediate holding company and the level of exposure to ensure that the follow-up action is taken to recover
the debt. The directors of the Company make individual assessment based on historical settlement records, past experience, and also quantitative
and qualitative information that are reasonable and supportive forward-looking information (i.e. the forecasted default rate expected
by the international credit-rating agencies). During the year ended December 31, 2023, the Group recognized ECL for amount due from immediate
holding company of US$
The Group has loss allowance for other receivables of US$
| 4. | OPERATING SEGMENT INFORMATION |
The Group now operates its businesses in five reportable and operating segments: capital market solutions segment, digital solutions and other services segment, media and entertainment segment, hotel operations, hospitality and VIP services segment and strategic investment segment. The following summary describes the operations in each of the Group’s reportable and operating segment:
The Group’s reportable and operating segments are therefore as follows:
| (a) | The capital market solutions segment assists customers in raising funds through equity and debt financing, private placements and debt issuances, providing financial advisory services (including but not limited to domestic and cross border advisory services for merger and acquisitions) and providing asset management products and services. |
F-27
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 4. | OPERATING SEGMENT INFORMATION (CONTINUED) |
| (b) | The digital solutions and other services segment provides its institutional and corporate clients with exclusive, paid access to enhance their investor communication, investor relations and corporate communication to potentially maximize their valuation, as well as provides digital financial solution services. |
| (c) | Media and entertainment segment engages in the provision of print and digital advertising campaigns, licensing, and value-added marketing services including branded content, video production, social media activation, event creation, and experiential marketing, among other services. This segment also includes movie income right investments. |
| (d) | Hotel operations, hospitality and VIP services segment engages in hotel investments, hotel operations, hospitality and VIP services. |
| (e) | The strategic investment segment engages in proprietary investments and management of global investment portfolio (including listed and unlisted equity shares investments). |
Management monitors the results of the Group’s operating segments separately for the purpose of making decisions about resources allocation and performance assessment. Segment performance is evaluated based on reportable segment result, which is a measure of profit before tax from operations. The profit before tax from operations is measured after allocation of ECL, attributable costs of specialized staff, commission paid to asset management segment consistently with the Group’s profit before tax from operations. Net fair value change on derivative financial liability, other income, other gain, finance costs and corporate expenses such as staff costs not directly attributable to segments, office rental and administrative expenses are excluded from such measurement.
Segment assets exclude property, plant and equipment other than properties, amounts due from immediate holding company, prepayments, deposits and other receivables, tax recoverable, cash and bank balances and other unallocated head office and corporate assets as these assets are managed on a group basis.
Segment liabilities exclude tax payable, bank borrowings, deferred tax liabilities and other unallocated head office and corporate liabilities as these liabilities are managed on a group basis.
Segment revenue and results
The following tables present information by segment, with prior period segment information retrospectively recast to conform to current period presentation:
For the year ended December 31, 2024
| Capital market solutions |
Digital solutions and other services |
Media and entertainment |
Hotel operations, hospitality and VIP services |
Strategic investment |
Total | |||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||
| Segment revenue (Note 5) | ||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| —from contract with customers | ||||||||||||||||||||||||
| —others | ||||||||||||||||||||||||
| Segment results | ( |
) | ||||||||||||||||||||||
| Unallocated other income | ||||||||||||||||||||||||
| Unallocated other gain | ||||||||||||||||||||||||
| Unallocated finance costs | ( |
) | ||||||||||||||||||||||
| Corporate and other unallocated expenses | ( |
) | ||||||||||||||||||||||
| Profit before tax | ||||||||||||||||||||||||
| Other segment information | ||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||
F-28
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 4. | OPERATING SEGMENT INFORMATION (CONTINUED) |
For the year ended December 31, 2023
| Capital market solutions |
Digital solutions and other services |
Media and entertainment |
Hotel operations, hospitality and VIP services |
Strategic investment |
Total | |||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||
| Segment revenue (Note 5) | ||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| —from contract with customers | ||||||||||||||||||||||||
| —others | ||||||||||||||||||||||||
| Segment results | ( |
) | ||||||||||||||||||||||
| Unallocated other income | ||||||||||||||||||||||||
| Unallocated other gain | ||||||||||||||||||||||||
| Unallocated finance costs | ( |
) | ||||||||||||||||||||||
| Corporate and other unallocated expenses | ( |
) | ||||||||||||||||||||||
| Profit before tax | ||||||||||||||||||||||||
| Other segment information | ||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||
For the year ended December 31, 2022
| Capital market solutions |
Digital solutions and other services |
Media and entertainment |
Strategic investment |
Total | ||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
| Segment revenue (Note 5) | ||||||||||||||||||||
| Revenue | ||||||||||||||||||||
| —from contract with customers | ||||||||||||||||||||
| —others | ||||||||||||||||||||
| Segment results | ||||||||||||||||||||
| Unallocated other income | ||||||||||||||||||||
| Unallocated other gain | ||||||||||||||||||||
| Unallocated finance costs | ( |
) | ||||||||||||||||||
| Unallocated net changes in fair value on derivative financial liability | ||||||||||||||||||||
| Corporate and other unallocated expenses | ( |
) | ||||||||||||||||||
| Profit before tax | ||||||||||||||||||||
| Other segment information | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
F-29
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 4. | OPERATING SEGMENT INFORMATION (CONTINUED) |
| As of December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Segment assets | ||||||||||||
| Capital market solutions | ||||||||||||
| Digital solutions and other services | ||||||||||||
| Media and entertainment | ||||||||||||
| Hotel operations, hospitality and VIP services | ||||||||||||
| Strategic investment | ||||||||||||
| Total segment assets | ||||||||||||
| Unallocated corporate assets | ||||||||||||
| Total assets | ||||||||||||
| Segment liabilities | ||||||||||||
| Digital solutions and other services | ||||||||||||
| Media and entertainment | ||||||||||||
| Hotel operations, hospitality and VIP services | ||||||||||||
| Total segment liabilities | ||||||||||||
| Unallocated corporate liabilities | ||||||||||||
| Total liabilities | ||||||||||||
Geographical information
The following table sets forth the Group’s revenue from contract with customers by geographical areas based on the location of the customers:
For the year ended December 31, 2024
| Capital markets solutions | Digital solutions and other services | Media and entertainment | Hotel operations, hospitality and VIP services | Total | ||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
| China (including Hong Kong) | ||||||||||||||||||||
| Europe | ||||||||||||||||||||
| America | ||||||||||||||||||||
| Southeast Asia | ||||||||||||||||||||
F-30
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 4. | OPERATING SEGMENT INFORMATION (CONTINUED) |
For the year ended December 31, 2023
| Capital markets solutions | Digital solutions and other services | Media and entertainment | Hotel operations, hospitality and VIP services | Total | ||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
| China (including Hong Kong) | ||||||||||||||||||||
| Europe | ||||||||||||||||||||
| America | ||||||||||||||||||||
| Southeast Asia | ||||||||||||||||||||
For the year ended December 31, 2022
| Capital markets solutions | Digital solutions and other services | Media and entertainment | Total | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| China (including Hong Kong) | ||||||||||||||||
| Europe | ||||||||||||||||
| America | ||||||||||||||||
| Southeast Asia | ||||||||||||||||
As of December 31, 2024, non-current assets
other than financial instruments of US$
| 5. | REVENUE, OTHER INCOME AND OTHER GAIN |
A. Revenue
An analysis of revenue is as follows:
| For the year ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Revenue from contracts with customers | ||||||||||||
| Capital market solutions | ||||||||||||
| Underwriting commission | ||||||||||||
| Financial advisory fee | ||||||||||||
| Management fee and performance-based incentive fee | ||||||||||||
| Brokerage and handling fees | ||||||||||||
| Others | ||||||||||||
| Digital solutions and other services | ||||||||||||
| Insurance brokerage services commission | ||||||||||||
| Digital solutions fees | ||||||||||||
| Media and entertainment | ||||||||||||
| Fashion, arts and luxury magazines and advertising services income | ||||||||||||
| Fashion, arts and luxury media licensing and marketing services income | ||||||||||||
F-31
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 5. | REVENUE, OTHER INCOME AND OTHER GAIN (CONTINUED) |
| For the year ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Hotel operations, hospitality and VIP services | ||||||||||||
| Hotel operations, hospitality and VIP services income | ||||||||||||
| Revenue from other sources | ||||||||||||
| Strategic investments | ||||||||||||
| Dividend income | ||||||||||||
| Gain related to disposed investments | ||||||||||||
| Net fair value changes on financial assets at fair value through profit or loss | ||||||||||||
| -from listed equity shares, at quoted price | ( | ) | ( | ) | ||||||||
| -from unlisted equity shares and movie income right investments (note a) | ||||||||||||
| Total net fair value changes on financial assets at fair value through profit or loss | ( | ) | ( | ) | ||||||||
| Net fair value changes on derivative financial asset | ||||||||||||
| Total revenue | ||||||||||||
Note:
| (a) | For the year ended December 31, 2022, net fair value gain arising from investments in equity securities of related parties are US$ |
F-32
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 5. | REVENUE, OTHER INCOME AND OTHER GAIN (CONTINUED) |
| (i) | Disaggregated revenue information |
The Company assesses revenues based upon the nature or type of goods
or services it provides and the operating segments of the related businesses. For more information on the operating segments, see Note
4, “Operating Segment Information”.
For the year ended December 31, 2024
| Segments | Capital market solutions | Digital solutions and other services | Media and entertainment | Hotel operations, hospitality and VIP services | Strategic investment | Total | ||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||
| Revenue from contracts with customers | ||||||||||||||||||||||||
| Digital solutions and other services | ||||||||||||||||||||||||
| Insurance brokerage services | ||||||||||||||||||||||||
| Digital solutions fee | ||||||||||||||||||||||||
| Media and entertainment | ||||||||||||||||||||||||
| Fashion, arts and luxury magazines and advertising services income | ||||||||||||||||||||||||
| Fashion, arts and luxury media licensing and marketing services income | ||||||||||||||||||||||||
| Hotel operations, hospitality and VIP services | ||||||||||||||||||||||||
| Hotel operations, hospitality and VIP services income | ||||||||||||||||||||||||
| Subtotal | ||||||||||||||||||||||||
| Revenue from other sources | ||||||||||||||||||||||||
| Strategic investment | ||||||||||||||||||||||||
| Net fair value changes on financial assets at fair value through profit or loss | ||||||||||||||||||||||||
| Dividend income | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
| Segments | Capital market solutions | Digital solutions and other services | Media and entertainment | Hotel operations, hospitality and VIP services | Total | |||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
| Timing of revenue recognition | ||||||||||||||||||||
| Services rendered at a point in time | ||||||||||||||||||||
| Services rendered over time | ||||||||||||||||||||
| Total revenue from contracts with customers | ||||||||||||||||||||
F-33
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 5. | REVENUE, OTHER INCOME AND OTHER GAIN (CONTINUED) |
For the year ended December 31, 2023
| Segments | Capital market solutions | Digital solutions and other services | Media and entertainment | Hotel operations, hospitality and VIP services | Strategic investment | Total | ||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||
| Revenue from contracts with customers | ||||||||||||||||||||||||
| Digital solutions and other services | ||||||||||||||||||||||||
| Insurance brokerage services | — | — | ||||||||||||||||||||||
| Digital solutions fee | — | — | ||||||||||||||||||||||
| Media and entertainment | ||||||||||||||||||||||||
| Fashion, arts and luxury magazines and advertising services income | — | — | — | |||||||||||||||||||||
| Fashion, arts and luxury media licensing and marketing services income | — | — | — | |||||||||||||||||||||
| Hotel operations, hospitality and VIP services | ||||||||||||||||||||||||
| Hotel operations, hospitality and VIP services income | — | — | — | — | ||||||||||||||||||||
| Subtotal | ||||||||||||||||||||||||
| Revenue from other sources | ||||||||||||||||||||||||
| Strategic investment | ||||||||||||||||||||||||
| Net fair value changes on financial assets at fair value through profit or loss | — | — | ( | ) | ( | ) | ||||||||||||||||||
| Gain related to disposed investment | — | — | ||||||||||||||||||||||
| Dividend income | — | — | ||||||||||||||||||||||
| Total | — | |||||||||||||||||||||||
| Segments | Capital market solutions | Digital solutions and other services | Media and entertainment | Hotel operations, hospitality and VIP services | Total | |||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
| Timing of revenue recognition | ||||||||||||||||||||
| Services rendered at a point in time | — | |||||||||||||||||||
| Services rendered over time | — | |||||||||||||||||||
| Total revenue from contracts with customers | — | |||||||||||||||||||
F-34
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 5. | REVENUE, OTHER INCOME AND OTHER GAIN (CONTINUED) |
For the year ended December 31, 2022
| Segments | Capital market solutions | Digital services | Media and entertainment | Strategic investment | Total | |||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
| Revenue from contracts with customers | ||||||||||||||||||||
| Capital market solutions | ||||||||||||||||||||
| Underwriting commission | ||||||||||||||||||||
| Financial advisory fee | ||||||||||||||||||||
| Management fee and performance-based incentive fee | ||||||||||||||||||||
| Brokerage and handling fee | ||||||||||||||||||||
| Others | ||||||||||||||||||||
| Digital solutions and other services | ||||||||||||||||||||
| Insurance brokerage services | ||||||||||||||||||||
| Digital solutions fees | ||||||||||||||||||||
| Media and entertainment | ||||||||||||||||||||
| Fashion, arts and luxury magazines and advertising services income | ||||||||||||||||||||
| Fashion, arts and luxury media licensing and marketing services income | ||||||||||||||||||||
| Sub-total | ||||||||||||||||||||
| Revenue from other sources | ||||||||||||||||||||
| Strategic investment | ||||||||||||||||||||
| Net fair value changes on financial assets at fair value through profit or loss | ( | ) | ( | ) | ||||||||||||||||
| Net fair value changes on derivative financial assets | ||||||||||||||||||||
| Gain related to disposed investment | ||||||||||||||||||||
| Dividend income | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| Segments | Capital market solutions | Digital solutions and other services | Media and entertainment | Total | ||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Timing of revenue recognition | ||||||||||||||||
| Services rendered at a point in time | ||||||||||||||||
| Services rendered over time | ||||||||||||||||
| Total revenue from contracts with customers | ||||||||||||||||
F-35
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 5. | REVENUE, OTHER INCOME AND OTHER GAIN (CONTINUED) |
The following table shows the amount of revenue recognized in the current period that were included in the contract liabilities at the beginning of the reporting period:
| As of December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Revenue recognized that was included in contract liabilities at the beginning of the reporting period | ||||||||||||
| Capital market solutions | ||||||||||||
| Digital solutions services | | |||||||||||
| (ii) | Performance obligations |
The transaction prices allocated to the remaining performance obligations of digital solutions services (unsatisfied or partially unsatisfied) as of December 31, 2023 and 2024 are as follows:
For digital solutions services
| As of December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Within one year | ||||||||||||
| More than one year | ||||||||||||
The performance obligations expected to be recognized in more than one year relate to upfront fee that are to be satisfied within two years. All the other remaining performance obligations are expected to be recognized within one year.
B. Other income
| For the year ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Bank interest income | ||||||||||||
| Other interest income | ||||||||||||
| Interest income from the immediate holding company (Note 29) | ||||||||||||
| Government grant | ||||||||||||
| Others | ||||||||||||
C. Other gain
Other gain of US$
Other gain of US$
Other gain of US$
F-36
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 6. | OTHER OPERATING EXPENSES |
Other operating expenses included in the consolidated statements of profit or loss and other comprehensive income are as follows:
| For the year ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Other operating expenses | ||||||||||||
| Cost of production | ||||||||||||
| Cost of hotel operation | ||||||||||||
| Marketing and brand promotional expenses | ||||||||||||
| Premises costs and office utilities | ||||||||||||
| —Premises costs | ||||||||||||
| —Office utilities | ||||||||||||
| Traveling and business development expenses | ||||||||||||
| Commissions and bank charges | ||||||||||||
| Office and maintenance expenses | ||||||||||||
| Administrative service fee | ||||||||||||
| Legal and professional related fees | ||||||||||||
| Staff recruitment expenses | ||||||||||||
| Others | ||||||||||||
| —Depreciation of property, plant and equipment | ||||||||||||
| —Amortization of intangible assets | ||||||||||||
| —Foreign exchange differences, net | ||||||||||||
| —Other expenses | ||||||||||||
| 7. | STAFF COSTS |
| For the year ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Salaries, bonuses and staff welfare | ||||||||||||
| Pension scheme contributions (defined contribution schemes) | ||||||||||||
F-37
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 8. | FINANCE COSTS |
An analysis of finance costs is as follows:
| For the year ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Interests on convertible bond | ||||||||||||
| Interests on bank borrowings | ||||||||||||
| Interests on amount due to a non-controlling shareholder | ||||||||||||
| Interests on lease liabilities | ||||||||||||
| 9. | INCOME TAX EXPENSE |
Hong Kong profits tax has been provided at the rate of
| For the year ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Hong Kong profits tax: | ||||||||||||
| - Charge for the year | ||||||||||||
| - Overprovision in prior year | ( | ) | ||||||||||
| The People’s Republic of China withholding tax: | ||||||||||||
| - Charge for the year | ||||||||||||
| Other jurisdictions: | ||||||||||||
| - Charge for the year | ||||||||||||
| Deferred tax | ( | ) | ( | ) | ||||||||
Under the two-tiered profits tax rates regime of Hong Kong Profits
Tax, the first HK$
F-38
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 9. | INCOME TAX EXPENSE (CONTINUED) |
A income tax expense can be reconciled to profit before taxation as follows:
| For the year ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Profit before tax | ||||||||||||
| Tax at statutory tax rate of domestic income tax rate | ||||||||||||
| Tax effect of foreign tax jurisdictions | ( |
) | ||||||||||
| Tax effect of two-tiered profit tax rate | ( |
) | ( |
) | ||||||||
| Tax effect of non-taxable income | ( |
) | ( |
) | ( |
) | ||||||
| Tax effect of distribution to perpetual securities holders that are deductible for tax purpose | ( |
) | ( |
) | ( |
) | ||||||
| Tax effect of non-deductible expenses | ||||||||||||
| Tax effect of unrecognized temporary difference | ( |
) | ||||||||||
| Overprovision in prior year | ( |
) | ||||||||||
| Tax effect of tax loss not recognized | ||||||||||||
| Utilization of tax losses previously not recognized | ( |
) | ( |
) | ||||||||
| Withholding tax on the dividend income | ||||||||||||
| Income tax expense | ||||||||||||
Deferred tax assets have not been recognized in respect of these losses as it is not considered probable that taxable profits will be available against which such tax losses can be utilized.
| 10. | EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT |
The Company’s ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote and is not convertible into Class B ordinary share under any circumstances. Each Class B ordinary share is entitled to twenty votes and is convertible into one Class A ordinary share at any time by the holder thereof.
The basic earnings per share attributable to Class A ordinary equity holders and Class B ordinary equity holders are calculated by dividing the profit for the year attributable to Class A ordinary equity holders and Class B ordinary equity holders of the parent by the number of Class A ordinary shares and Class B ordinary shares, respectively.
For the year ended December 31, 2022, the computation of diluted earnings per share has not taken into account the effect of convertible bond which is anti-dilutive.
diluted earnings per share for the year ended December 31, 2023 and 2024 were presented as there was no potential ordinary shares in issue during the year.
F-39
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 10. | EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT (CONTINUED) |
Basic and diluted earnings per share for each of the periods presented are calculated as follows:
| For the year ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Basic and diluted earnings per share: | ||||||||||||
| Numerator: | ||||||||||||
| Profit attributable to ordinary equity holders of the parent used in the basic earnings per share calculation (US$)-basic Class A | ||||||||||||
| Profit attributable to ordinary equity holders of the parent used in the basic earnings per share calculation (US$)-basic Class B | ||||||||||||
| Denominator: | ||||||||||||
| Weighted average number of Class A ordinary shares outstanding—basic | ||||||||||||
| Weighted average number of Class B ordinary shares outstanding—basic | ||||||||||||
| Basic earnings per share (US$) Class A | ||||||||||||
| Basic earnings per share (US$) Class B | ||||||||||||
Other than disclosed above and disclosed elsewhere in these consolidated financial statements, there are no other outstanding potential dilutive shares in issue.
| 11. | ACCOUNTS RECEIVABLE |
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| US$ | US$ | |||||||
| Commission receivable from insurance brokerage | ||||||||
| Receivable from hotel operations, hospitality and VIP services | ||||||||
| Receivable from media and entertainment services | ||||||||
The Group allows a credit period of up to
The Group seeks to maintain strict control over its outstanding receivables and has a credit control team to minimize credit risk. Overdue balances are reviewed regularly by senior management. The Group does not hold any collateral over its accounts receivable.
As of December 31, 2023 and 2024, included in the Group’s accounts
receivable balance were debtors with aggregate carrying amounts of US$
F-40
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 12. | PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES |
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| US$ | US$ | |||||||
| Consideration receivable on disposal of subsidiaries to independent third parties | ||||||||
| Receivables from former subsidiaries | ||||||||
| Prepayments | ||||||||
| Deposits | ||||||||
| Other receivables | ||||||||
| Less: impairment loss provided under expected credit loss model | ( | ) | ( | ) | ||||
The expected credit loss was assessed with reference to the
credit status of the debtors, and the expected credit loss as of December 31, 2023 and 2024 are US$
None of the above assets is past due or credit-impaired. The consideration receivables on disposal of investments and subsidiaries and receivables from former subsidiaries are subsequently fully settled as of the date of these financial statements. The other financial assets included in the above balances relate to receivables for which there was no recent history of default.
F-41
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 13. | FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS AND STOCK LOAN |
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| US$ | US$ | |||||||
| Financial assets at fair value through profit or loss, other than financial asset at fair value through profit or loss under stock loan | ||||||||
| Financial assets at fair value through profit or loss under stock loan | - | |||||||
| Total financial assets at fair value through profit or loss | ||||||||
| Listed equity shares | ||||||||
| Unlisted equity shares | ||||||||
| Movie income right investments | ||||||||
| Presented as | ||||||||
| Current | ||||||||
| Non-current | ||||||||
The above unlisted investments at December 31, 2023 and 2024 were equity shares investments issued by enterprises. Financial assets at fair value through profit or loss are categorized into Levels 1 to 3. Refer to Note 30 for more information.
In previous years, the Group entered into a stock lending agreement,
pursuant to which the Group lent certain listed equity shares of the Group to the counterparty, with an interest of
As of December 31, 2023, the fair values of the listed equity shares
underlying the stock loan were US$
The Group entered into movie income right agreements with certain production houses. In accordance with the relevant agreements, the Group is entitled to certain percentage of the profit to be derived from the release of the films upon entering into the agreement. The Group may be required to further contribute to the film program due to the budget overruns. Any agreed further contribution to the film program due to the budget overruns will be added to the carrying amounts of financial assets.
F-42
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 14. | DERIVATIVE FINANCIAL ASSETS |
| (a) | Upside Participation and Profit Distribution Agreements |
In previous years, two subsidiaries of the Group entered into “Upside Participation and Profit Distribution Agreements” (the “Agreements”) with a counterparty in relation to the movement of the share price of the entirety of the listed shares that the Group owns (“Underlying Assets”). Pursuant to the Agreements:
| (a) | The counterparty is entitled to mutually agreed sharing percentage (the “Sharing Percentage”) of the gain of the Underlying Assets if the quoted market price or disposal price of the Underlying Assets is higher than a mutually agreed share price (the “Underlying Price”); |
| (b) | The counterparty shall pay a sum equivalent to the loss if the quoted market price or disposal price of the Underlying Assets is lower than Underlying Price (“Participation Cost”); and |
| (c) | Dividend or cash distributions generated from the Underlying Assets during the term of the Agreements shall be received by the Group for its sole benefit and shall not be included in the computation of the Profit or the Participation Cost. |
During the year ended December 31, 2023, the Group settled this Upside Participation and Profit Distribution Agreements with the counterparty.
The Agreements satisfied the definition of derivative financial asset in accordance with U.S. GAAP and were stated at fair value with any subsequent changes recognized in profit or loss.
| Net carrying amount | ||||
| US$ | ||||
| As of January 1, 2022 | ||||
| Realized in profit or loss during the year | ||||
| Settlement | ( | ) | ||
| Exchange realignment | ( | ) | ||
| As of December 31, 2023 and 2024 | ||||
| (b) | Future Settlement Contract |
In June 2022, the Group entered into a future settlement contract with
a counterparty, pursuant to which the Group is entitled to receive certain listed equity shares at a mutually agreed price at US$
| (c) | Upside enterprise value agreement |
In January 2023, the Group entered into an agreement with a counterparty
in relation to the enterprise value of subsidiaries that the Group owns. The agreement has an original term of one year. In December 2023,
the Group and the counterparty agreed to settle this agreement, and reached a final settlement amount of US$
F-43
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 15. | OTHER ASSETS |
The Group maintains segregated bank accounts with corporate banks to hold clients’ monies on trust under custody for the conduct of the regulated activities. The Group has classified the clients’ monies as other assets under the assets section of the consolidated statements of financial position and recognized the corresponding amounts as clients’ monies held on trust in accounts payable (Note 21) to respective clients on the basis that it is legally liable for any possible loss or misappropriation of the clients’ monies.
| 16. | CASH AND BANK BALANCES |
| (a) | Cash and cash equivalents |
Cash and cash equivalents include demand deposits at banks, earn interest at floating rates based on daily bank deposit rates for all periods. The bank balances are deposited with creditworthy banks with no recent history of default. The Group maintains most of its bank balances in Hong Kong dollars and US$. As Hong Kong dollars is currently pegged to US$, no significant foreign currency risk is considered.
| (b) | Restricted cash |
As of December 31, 2023, restricted deposits held at banks amounted
to US$
| 17. | PROPERTY, PLANT AND EQUIPMENT |
| Properties | Computer equipment | Right-of- use assets | Total | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Cost: | ||||||||||||||||
| As of January 1, 2023 | ||||||||||||||||
| Additions | ||||||||||||||||
| Additions from acquisition of subsidiaries (Note 32(a)) | ||||||||||||||||
| Disposal of subsidiaries | ( | ) | ( | ) | ( | ) | ||||||||||
| Exchange realignment | ( | ) | ( | ) | ||||||||||||
| As of December 31, 2023 | ||||||||||||||||
| Additions | ||||||||||||||||
| Disposal of subsidiaries | ( | ) | ( | ) | ||||||||||||
| Exchange realignment | ( | ) | ( | ) | ||||||||||||
| As of December 31, 2024 | ||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||
| As of January 1, 2023 | ( | ) | ( | ) | ||||||||||||
| Charge for the year | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Disposal of subsidiaries | ||||||||||||||||
| Exchange realignment | ( | ) | ||||||||||||||
| As of December 31, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Charge for the year | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Disposal of subsidiaries | ||||||||||||||||
| Exchange realignment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| As of December 31, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Carrying amount: | ||||||||||||||||
| As of December 31, 2024 | ||||||||||||||||
| As of December 31, 2023 | ||||||||||||||||
F-44
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 17. | PROPERTY, PLANT AND EQUIPMENT (CONTINUED) |
Properties of US$
As of December 31, 2023 and 2024, the Group leases commercial premises
for its operations. Lease contracts are entered into for fixed term of three years. In determining the lease term and assessing the length
of the non-cancellable period, the Group applies the definition of a contract and determines the period for which the contract is enforceable.
In addition, lease liabilities of US$
| 18. | GOODWILL |
| Total | ||||
| US$ | ||||
| Cost: | ||||
| As of January 1, 2023 | ||||
| Disposal of subsidiaries | ( | ) | ||
| Exchange realignment | ( | ) | ||
| As of December 31, 2023 and 2024 | ||||
| 19. | INTANGIBLE ASSETS |
| Archived images |
Developed technology |
Brand names |
Total | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Net carrying amount as of January 1, 2023 | ||||||||||||||||
| Recognized upon acquisition of The Art Newspaper SA (Note 32(a)) | ||||||||||||||||
| Amortization during the year | ( |
) | ( |
) | ( |
) | ||||||||||
| Disposal of subsidiaries | ( |
) | ( |
) | ||||||||||||
| Exchange realignment | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net carrying amount as of December 31, 2023 | ||||||||||||||||
| Amortization during the year | ( |
) | ( |
) | ( |
) | ||||||||||
| Exchange realignment | ||||||||||||||||
| Net carrying amount as of December 31, 2024 | ||||||||||||||||
The intangible assets are amortized on a straight-line basis as follows:
| Developed technology Brand names Archived images |
The above carrying amounts of brand names of US$
F-45
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 19. | INTANGIBLE ASSETS (CONTINUED) |
The remaining brand name of US$
As of December 31, 2024, carrying amount of brand name of US$
As of December 31, 2024, carrying amount of brand name of approximately
US$
Based on the result of the above assessments, management of the Group determined that the fair value of the reporting unit is higher than the carrying amount and there is no impairment of the related intangible assets allocated to reporting unit. Management of the Group believes that any reasonably possible changes in any of these assumptions would not cause the carrying amount of reporting unit to exceed its fair value.
| 20. | INTERESTS IN JOINT VENTURES |
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| US$ | US$ | |||||||
| Cost of investments in joint ventures | ( | ) | ||||||
| Due from joint ventures | ||||||||
Amounts due from joint ventures are unsecured, interest-free and repayable on demand.
Details of material joint ventures as of December 31, 2023 are as follows:
| Name | Place of incorporation | Percentage of ownership interest held by the Company | Principal activity | ||||||||
| DHI Holdings (S) Pte Ltd. | % | ||||||||||
F-46
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 20. | INTERESTS IN JOINT VENTURES (CONTINUED) |
The following table illustrates the summarized financial information in respect of the Singapore hotel companies adjusted for any differences in accounting policies and reconciled to the carrying amount in the consolidated financial statements:
| As of December 31, 2023 | ||||
| US$ | ||||
| Total assets | ||||
| Total liabilities | ( | ) | ||
| Net assets | ( | ) | ||
| Proportion of the Group’s ownership | % | |||
| Group’s share of net assets of joint ventures | ( | ) | ||
| Due from joint ventures | ||||
| Interests in joint ventures | ||||
| Addition information of the joint ventures | ||||
| Cash and cash equivalents | ||||
| Amounts due to shareholders | ||||
| Bank borrowings | | |||
| February 20, 2023 to December 31, 2023 | ||||
| US$ | ||||
| Revenue | ||||
| Loss for the period | ( | ) | ||
| Other comprehensive loss for the period | ( | ) | ||
| Total comprehensive loss for the period | ( | ) | ||
| 21. | ACCOUNTS PAYABLE |
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| US$ | US$ | |||||||
| Payables to suppliers of media and entertainment services | ||||||||
| Other | ||||||||
F-47
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 22. | BANK BORROWINGS |
A currency analysis of bank borrowings at the end of the reporting periods is as follows:
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| US$ | US$ | |||||||
Hong Kong dollars - secured | ||||||||
| United States dollars - secured | ||||||||
| United States dollars - unsecured | ||||||||
| Singapore dollars - secured | ||||||||
| Euro - unsecured | ||||||||
| British Pound - unsecured | ||||||||
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| US$ | US$ | |||||||
| Shown as: | ||||||||
| Non-current | ||||||||
| Current | ||||||||
As of December 31, 2023 and 2024, bank borrowings of US$
Fixed-rate bank borrowings of and US$
As of December 31, 2023 and 2024, the Group has bank borrowings of
US$
As of December 31, 2023, the Group has a bank borrowing of US$
As of December 31, 2023 and 2024, the Group had an unsecured bank borrowing
of US$
F-48
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 23. | OTHER PAYABLES AND ACCRUALS |
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| US$ | US$ | |||||||
| Accruals and other payables | ||||||||
| Consideration payable on acquisition of subsidiaries | ||||||||
| Contract liabilities (note (i)) | ||||||||
| Lease liabilities (note (ii)) | ||||||||
Note(s):
| (i) |
| (ii) | |
| 24. | PROVISIONS |
| (a) |
| Claims from vendors | ||||
| US$ | ||||
| At January 1, 2023 | ||||
| Additions from acquisition of subsidiaries | ||||
| Settled during the year | ( | ) | ||
| Exchange alignment | ||||
| At December 31, 2023 | ||||
| Additions | ||||
| Settled during the year | ( | ) | ||
| Disposal of subsidiaries | ( | ) | ||
| Exchange alignment | ( | ) | ||
| At December 31, 2024 | ||||
| (b) | Provision for replacement |
The amount represented provision for the replacement and maintenance of furniture, fixtures and equipment within the hotels of the Group.
| 25. | DEFERRED TAX LIABILITIES |
The movements in deferred tax liabilities during the years are as follows:
| Intangible assets | ||||
| US$ | ||||
| At January 1, 2023 | ||||
| Acquisitions of subsidiaries (Note 32) | ||||
| Deferred tax credited to profit or loss during the year (Note 9) | ( | ) | ||
| Exchange alignment | ( | ) | ||
| At December 31, 2023 | ||||
| Exchange alignment | ||||
| At December 31, 2024 | ||||
F-49
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 26. | SHARE CAPITAL, CAPITAL RESERVE AND TREASURY SHARES |
Each Class A ordinary share shall entitle the holder thereof to
one vote on all matters subject to vote at general meetings of the Company, and each Class B ordinary share shall entitle the holder
thereof to twenty votes on all matters subject to vote at general meetings of the Company. Each Class B ordinary share is convertible
into one Class A ordinary share at any time by the holder thereof. Each Class A ordinary share is not convertible into Class B
ordinary shares under any circumstances.
| Numbers of shares | ||||||||||||||||
| Notes | Class A ordinary shares |
Class B ordinary shares |
Class B treasury shares |
|||||||||||||
| As of January 1, 2023 | ||||||||||||||||
| Issued during the year | (i), (ii) | |||||||||||||||
| Re-issue of treasury shares | (iii) | ( |
) | |||||||||||||
| Repurchase of ordinary shares | (iv) | ( |
) | |||||||||||||
| As of December 31, 2023 | ||||||||||||||||
| Issued during the year | (v) | |||||||||||||||
| As of December 31, 2024 | ||||||||||||||||
Notes:
| (i) |
| (ii) |
| (iii) |
| (iv) |
| (v) |
| 27. | PERPETUAL SECURITIES |
On May 14, 2020, the Company issued US$
The direct transaction costs attributable to the Perpetual Securities
I and Perpetual Securities II in aggregate amounted to US$
The Perpetual Securities I are unsecured, have no fixed maturity date
and are callable at the Company’s option in whole on
F-50
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 27. | PERPETUAL SECURITIES (CONTINUED) |
The Perpetual Securities II are unsecured, have no fixed maturity date
and are callable at the Company’s option in whole on
On October 27, 2021, the Group has early redeemed principal amount
of SGD
In May 2023, the Company reached the agreement with the holders of
Perpetual Securities I that the distribution rate is adjusted from
The Perpetual Securities are included in equity in the Group’s
consolidated financial statements as the Group does not have a contractual obligation to deliver cash or other financial assets arising
from the issue of the Perpetual Securities. For the year ended December 31, 2022, 2023 and 2024, the profit attributable to holders
of Perpetual Securities based on the applicable distribution rate, was US$
Subsequent to the end of the reporting period, the Company reached
agreement with the holders of Perpetual Securities I that the distribution rate is reduced from
| 28. | NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (a) | Major non-cash transactions |
Save as disclosed elsewhere in these consolidated financial statements, the following non-cash transactions were recorded.
During the year ended December 31, 2023 and 2024, certain other
receivables of US$
During the year ended December 31, 2023, the Group repurchased
During the year ended December 31, 2024, the Company issued
F-51
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 29. | RELATED PARTY TRANSACTIONS |
| (A) |
| For the year ended December 31, | ||||||||||||||
| Notes | 2024 | 2023 | 2022 | |||||||||||
| US$ | US$ | US$ | ||||||||||||
| Capital market solutions services rendered to related companies controlled by a director of the Company | (i) | |||||||||||||
| Management fee paid to immediate holding company | (i) | |||||||||||||
| Investment advisory fee paid to a fellow subsidiary | (i) | |||||||||||||
| Capital market solutions services rendered to fellow subsidiaries | (i) | |||||||||||||
| Insurance commission received from immediate holding company and a fellow subsidiary | (i) | |||||||||||||
| Digital solutions and other services income from immediate holding company | (i) | |||||||||||||
| Fashion, arts and luxury media advertising and marketing services from immediate holding company | (i) | |||||||||||||
| Administrative service fee paid to immediate holding company | (iii) | |||||||||||||
| Interest income from immediate holding company | (iv) | |||||||||||||
| Recharge from/(to) immediate holding company | ||||||||||||||
| —Staff costs | ||||||||||||||
| —Premises cost | ||||||||||||||
| (iii) | ||||||||||||||
| Treasury shares repurchased from immediate holding company | 26 | |||||||||||||
| Acquisition of AMTD Digital from immediate holding company and fellow subsidiaries | (ii)(a) | |||||||||||||
| Acquisition of WME Assets from immediate holding company | (ii)(b) | |||||||||||||
| Disposal of financial assets at fair value through profit or loss to immediate holding company | (ii)(c) | |||||||||||||
Notes:
| (i) |
| (ii) | ||
F-52
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 29. | RELATED PARTY TRANSACTIONS (CONTINUED) |
| (iii) | |
| (iv) |
| (B) | In addition to balances disclosed elsewhere in these consolidated financial statements, the Group had the following outstanding balances with related parties: |
| (i) | Treasury functions of the Group are conducted centrally under AMTD Group and inter-company fund transfers were carried out among the entities within AMTD Group. The treasury function manages available funds at AMTD Group level and allocates the funds to various entities within AMTD Group for their operations. On July 15, 2022, the Group and its subsidiary entered into an intercompany financing agreement with its immediate holding company. Under such agreement, any intercompany receivables and payables balances with the immediate holding company and the fellow subsidiaries shall be settled on a net basis with the immediate holding company. As of December 31, 2023 and 2024, the gross carrying amounts on amount due from immediate holding company were US$ |
| (ii) | As of December 31, 2023, the amount due to a non-controlling shareholder comprised of (i) interest bearing balance of US$
As of December 31, 2024, the amount due to non-controlling shareholders are unsecured and non-interest bearing. During the year ended December 31, 2024, interest bearing balances were settled through the current account of ultimate holding company and the non-controlling shareholder. |
| (C) |
| For the year ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Short-term employee benefits | ||||||||||||
| Other long-term benefit | ||||||||||||
F-53
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 30. | FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS |
The carrying amounts and fair values of the Group’s financial instruments measured at fair value are as follows:
| Fair values | ||||||||
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| US$ | US$ | |||||||
| Financial assets | ||||||||
| Financial assets at fair value through profit or loss | ||||||||
Management has assessed that the fair values of cash and bank balances, restricted cash, accounts receivable, financial assets included in prepayments, deposits and other receivables, amount due from immediate holding company, other assets, accounts payable, financial liabilities included in other payables and accruals and bank borrowings, approximate to their carrying amounts largely due to the short term maturities of these instruments or repayable on demand, or that they are interest-bearing at market rates.
The Group’s finance department headed by the finance director is responsible for determining the policies and procedures for the fair value measurement of financial instruments. The finance director reports directly to the chief financial officer. At each reporting date, finance department analyzes the movements in the values of financial instruments and determines the major inputs applied in the valuation. The valuation is reviewed and approved by the chief financial officer.
The valuation procedures applied include consideration of recent transactions in the same security or financial instrument, recent financing of the investee companies, economic and market conditions, current and projected financial performance of the investee companies, and the investee companies’ management team as well as potential future strategies to realize the investments.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
As of December 31, 2023 and 2024, the fair values of listed equity investments were based on quoted market prices.
The valuation methodologies for material unlisted equity securities and movie income right investments are set out in Note 3 to the consolidated financial statements.
The fair value of the derivative financial asset in relation the Agreements was estimated using the MCS and was determined based on significant observable and unobservable inputs including the current stock price, dividend yield, risk-free rate, volatility of the underlying equity securities and the credit rating of the counterparty on the valuation date. MCS is a financial model that is commonly used to simulate variables that are highly unpredictable.
The valuations performed using the MCS require management to estimate the volatility of the underlying equity securities and the credit rating of the counterparty and hence the valuations are subject to estimation uncertainty.
F-54
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 30. | FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (CONTINUED) |
The Group classifies the fair value of derivative financial asset as Level 3. The management believed that the estimated fair values resulting from the valuation technique were reasonable.
There is no change in valuation technique and basis of significant unobservable input on Level 3 financial assets and derivative financial asset as of December 31, 2023 and 2024.
Below is summary of significant unobservable inputs to valuation of financial instruments as of December 31, 2023 and 2024:
| Valuation technique | Significant unobservable input | Range or estimate | ||||
| Unlisted equity investment | Equity volatility | |||||
| Movie income right investments | Discount rate |
Fair Value Hierarchy
The following tables illustrate the fair value measurement hierarchy of the Group’s financial instruments:
Assets measured at fair value:
| Fair value measurement using | ||||||||||||||||
| Quoted prices in active markets (Level 1) | Recent transaction price (Level 2) | Significant unobservable inputs (Level 3) | Total | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| As of December 31, 2023 | ||||||||||||||||
| Financial assets at fair value through profit or loss | ||||||||||||||||
| As of December 31, 2024 | ||||||||||||||||
| Financial assets at fair value through profit or loss | ||||||||||||||||
F-55
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 30. | FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (CONTINUED) |
The movements in fair value measurements within Level 3 during the years are as follow:
| For the year ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| US$ | US$ | |||||||
| Unlisted equity shares at fair value through profit or loss: | ||||||||
| At January 1, | ||||||||
| Disposal | ( | ) | ||||||
| Transfer | ||||||||
| Derecognition upon acquisition of subsidiaries | ( | ) | ||||||
| Total gains in profit or loss | ||||||||
| Exchange realignment | ||||||||
| At December 31, | ||||||||
| For the year ended December 31, | ||||
| 2023 | ||||
| US$ | ||||
| Derivative financial assets in relation to the Agreement: | ||||
| At January 1, | ||||
| Net fair value gains recognized in profit or loss | ||||
| Settlement | ( | ) | ||
| Exchange realignment | ( | ) | ||
| At December 31, | ||||
| 31. | SHARE-BASED COMPENSATION |
AMTD SpiderMan Share Incentive Plan
In June 2019, the Group’s board of directors approved the AMTD
SpiderMan Share Incentive Plan, or the 2019 Plan, to attract and retain the best available personnel, provide additional incentives to
employees, directors, and consultants, and promote the success of the business. The maximum aggregate number of ordinary shares that may
be issued under the 2019 Plan is initially
Share-based compensation of AMTD Digital
On August 3, 2020, AMTD Digital granted
On July 31, 2021, AMTD Digital granted
F-56
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 31. | SHARE-BASED COMPENSATION (CONTINUED) |
The non-vested shares and RSUs are not transferable and may not be sold or pledged and the holder has no voting or dividend right. In the event a non-vested shareholder’s employment for AMTD Digital is terminated for any reason prior to the third anniversary of the grant date, the holder’s right to the non-vested shares and RSUs will terminate effectively. The outstanding non-vested shares and RSUs shall be forfeited and automatically transferred to and reacquired by AMTD Digital without any consideration.
The share-based payment expense amounted to US$
| 32. | ACQUISITIONS OF SUBSIDIARIES |
(a) Acquisition during year ended December 31, 2023
(i) Acquisition of WME Assets
In August 2022, the Group had entered into certain agreements pursuant
to which the Group acquired
The transaction was completed and WME Assets was consolidated by the
Group since February 6, 2023 based on business combination under common control using predecessor accounting. The difference between
the consideration and the net asset value of AMTD Assets, amounting to approximately US$
F-57
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 32. | ACQUISITIONS OF SUBSIDIARIES (CONTINUED) |
Assets acquired and liabilities recognized at the date of acquisition
| US$ | ||||
| Interests in joint ventures | ||||
| Property, plant and equipment | ||||
| Cash and bank balances | ||||
| Accounts receivable | ||||
| Prepayments, deposits and other receivables | ||||
| Amount due from a non-controlling shareholder | ||||
| Account payable | ( | ) | ||
| Accruals and other payables | ( | ) | ||
| Bank borrowings | ( | ) | ||
| Amount due to a non-controlling shareholder | ( | ) | ||
| Amount due to AMTD Group | ( | ) | ||
| ( | ) | |||
Reserve arising on acquisition:
| US$ | ||||
| Consideration transferred | ||||
| Plus: non-controlling interests of AMTD Digital | ( | ) | ||
| Plus: non-controlling interests of AMTD Assets | ( | ) | ||
| Plus: non-controlling interests of AMTD Assets’ subsidiaries | ||||
| Less: recognized amounts of net liabilities acquired | ||||
Net cash inflow on acquisition of WME Assets
| US$ | ||||
| Cash consideration paid | ||||
| Add: cash and cash equivalent balances acquired | ||||
(ii) Acquisition of The Art Newspaper SA
During the year ended December 31, 2023, the Company acquired
F-58
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 32. | ACQUISITIONS OF SUBSIDIARIES (CONTINUED) |
Consideration transferred
| US$ | ||||
| Cash | ||||
| Ordinary shares of the Company | ||||
| Ordinary shares of AMTD Digital | ||||
| Other consideration payable | ||||
Assets acquired and liabilities recognized at the date of acquisition
| US$ | ||||
| Cash and bank balances | ||||
| Accounts receivable | ||||
| Prepayments, other receivables and deposits | ||||
| Property, plant and equipment | ||||
| Intangible assets | ||||
| Accounts payables | ( | ) | ||
| Other payables and accruals | ( | ) | ||
| Bank borrowings | ( | ) | ||
| Deferred tax liabilities | ( | ) | ||
| Net assets acquired | ||||
The gross contractual amounts of accounts and other receivables as
of the date of acquisition amounted to US$
Gain arising on acquisition:
| US$ | ||||
| Recognized amounts of net payable assets acquired | ||||
| Less: consideration paid/payable | ( | ) | ||
Bargain purchase gain amounting to US$
Net cash outflow on acquisition of The Art Newspaper SA
| US$ | ||||
| Cash consideration paid | ( | ) | ||
| Less: cash and cash equivalents balances acquired | ||||
| ( | ) | |||
F-59
AMTD IDEA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amounts in thousands of U.S. dollars (“US$”), except for share and per share data)
| 32. | ACQUISITIONS OF SUBSIDIARIES (CONTINUED) |
Impact of acquisition on the results of the Group
Included in the consolidated profit for the year ended December 31,
2023 is the profit of US$
Had the acquisition of The Art Newspaper SA been completed on January 1,
2023, revenue for the year of the Group would have been US$
| (b) | Consolidation of Singapore hotel companies in 2024 |
On April 1, 2024, the Group agreed with the remaining shareholder of Singapore hotel companies that the Group owns the controlling interests of Singapore hotel companies. Accordingly, Singapore hotel companies became non-wholly owned subsidiaries of the Group without a change of the percentage of ownership.
| US$ | ||||
| Property, plant and equipment | ||||
| Accounts receivable | ||||
| Prepayments, deposits and other receivables | ||||
| Cash and cash equivalents | ||||
| Accounts payables | ( | ) | ||
| Other payables and accruals | ( | ) | ||
| Provisions | ( | ) | ||
| Contract liabilities | ( | ) | ||
| Amount due to shareholders | ( | ) | ||
| Tax liabilities | ( | ) | ||
| Bank borrowings | ( | ) | ||
| Non-controlling interests | ||||
| Net assets acquired | ( | ) | ||
| Interests in joint venture eliminated | ( | ) | ||
The fair values and gross contractual
amounts of accounts receivable and other receivables at the date of acquisition amounted to approximately US$
Net cash inflow on consolidation of Singapore hotel companies:
| Cash and cash equivalent balances acquired |
| 33. | PENDING CLAIMS AND LITIGATION |
The Group is subject to periodic legal or administrative proceedings in the ordinary course of business. Such proceedings are reviewed with the Group’s legal advisors. The Group does not believe that any pending legal proceeding to which the Group is a party will have a material effect on its business, results of operations or cash flows.
| 34. | SUBSEQUENT EVENT |
Subsequent to the end of the reporting period, the Company issued
| 35. | APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS |
The consolidated financial statements were approved and authorized for issue by the Board of Directors on April 30, 2025.
F-60
Exhibit 12.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Giampietro Baudo, certify that:
| 1. | I have reviewed this annual report on Form 20-F/A of AMTD IDEA Group (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
| Date: May 1, 2025 | ||
| By: | /s/ Giampietro Baudo | |
| Name: | Giampietro Baudo | |
| Title: | Chief Executive Officer | |
Exhibit 12.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Xavier Zee, certify that:
| 1. | I have reviewed this annual report on Form 20-F/A of AMTD IDEA Group (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
| Date: May 1, 2025 | ||
| By: | /s/ Xavier Zee | |
| Name: | Xavier Zee | |
| Title: | Chief Financial Officer | |
Exhibit 13.1
Certification of Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of AMTD IDEA Group (the “Company”) on Form 20-F/A for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Giampietro Baudo, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: May 1, 2025 | ||
| By: | /s/ Giampietro Baudo | |
| Name: | Giampietro Baudo | |
| Title: | Chief Executive Officer | |
Exhibit 13.2
Certification of Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of AMTD IDEA Group (the “Company”) on Form 20-F/A for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xavier Zee, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: May 1, 2025 | ||
| By: | /s/ Xavier Zee | |
| Name: | Xavier Zee | |
| Title: | Chief Financial Officer | |