UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
20-F/A
(Amendment
No. 1)
(Mark
One)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to
OR
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of event requiring this shell company report
Commission
File Number: 001-39006
AMTD
IDEA GROUP
(Exact Name of Registrant as Specified in Its Charter)
N/A
(Translation
of Registrant’s Name into English)
Cayman
Islands
(Jurisdiction
of Incorporation or Organization)
66
rue Jean-Jacques
Rousseau
75001
Paris
France
(Address
of Principal Executive Offices)
Feridun
Hamdullahpur, Chairman of Executive Management Committee and Board of Directors
66
rue Jean-Jacques
Rousseau
75001
Paris
France
Telephone:
+33 (0) 1 4236 4597
(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 |
| American depositary shares, each representing six Class A ordinary shares, par value US$0.0001 per share Class A ordinary shares, par value US$0.0001 per share* | | AMTD | | New York Stock Exchange |
| * | 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:
242,765,736 Class
A ordinary shares, par value US$0.0001 per share, and 233,526,979 Class B ordinary shares, par value US$0.0001 per share, as
of December 31, 2023.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
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 ☒ No
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. ☒ Yes ☐ No
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). ☒ Yes ☐ No
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 definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | 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:
| U.S. GAAP ☒ | 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 ☒ No
(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 Sections 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 (the Company”) amends
its annual report on Form 20-F for the year ended December 31, 2023 as originally filed with the Securities and Exchange Commission (the
“SEC”) on May 13, 2024 (the “Original Filing”).
This
Amendment No. 1 is being filed to:
| ● | amend
disclosures under Item 16F of the Original Filing to reflect the receipt and content of a
letter from the Company’s former auditor, which was issued subsequent and in response
to the original disclosures under Item 16F of the Original Filing, in accordance with Item
16F(a)(1) of Form 20-F; and |
| | | |
| ● | amend
the list of exhibits in “Item 19. Exhibits” of the Original Filing to reflect
the filing of the letter from the Company’s former auditor referenced above as required
under Item 16F(a)(3) of Form 20-F. |
Other
than as set forth herein, the Company has not modified or updated any other disclosures and has made no changes to the items or sections
in the Original Filing. Other than as expressly stated in this Amendment No. 1, this Amendment No. 1 does not, and does not purport to,
amend, update or restate the information in any part of the Original Filing or reflect any events that have occurred after the Original
Filing was filed on May 13, 2024. The filing of this Amendment No. 1 should not be understood to mean that any other statements contained
in the Original Filing are true and complete as of any date subsequent to May 13, 2024. Accordingly, this Amendment No. 1 should be read
in conjunction with the Original Filing and the documents filed with or furnished to the SEC by the Company subsequent to May 13, 2024,
including any amendments to such documents, as information in such documents may update or supersede certain information contained in
this Amendment No. 1.
As
required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, the Company is also filing or furnishing the certifications
required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment No. 1.
TABLE
OF CONTENTS
Item
16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Effective
April 22, 2024, we engaged Audit Alliance LLP, or Audit Alliance, as our independent registered public accounting firm to audit our consolidated
financial statements as of and for each of the fiscal years ended December 31, 2021, 2022 and 2023. We dismissed Deloitte Touche Tohmatsu,
or Deloitte, on April 22, 2024 and notified Deloitte of such dismissal on April 23, 2024. The change of our independent registered public
accounting firm was approved by our board of directors and the audit committee of our board.
A
copy of Deloitte’s letter dated June 26, 2024 in response to the original disclosures under Item 16F of our annual report on Form
20-F originally filed on May 13, 2024 is attached as Exhibit 16.2.
The
audit reports of Deloitte on our consolidated financial statements as of and for the years ended December 31, 2021 and 2022 did not contain
an adverse opinion or a disclaimer of opinion. They were not qualified or modified as to uncertainty, audit scope or accounting principle.
During the fiscal years ended December 31, 2021 and 2022, and the subsequent period prior to the dismissal of Deloitte, or the covered
period, there were no (i) disagreements between us and Deloitte on accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, to have caused Deloitte to make reference thereto in their reports on the financial statements for such
years, or (ii) “reportable events” as defined in Form 20-F Item 16F(a)(1)(v), supplemented by the following paragraph.
Deloitte
advised us that information had come to Deloitte’s attention during the covered period, which, if further investigated, may materially
impact the fairness or reliability of either a previously issued audit report or the underlying financial statements of ours; or the
financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements
covered by an audit report (including information that may prevent Deloitte from rendering an unqualified audit report on those financial
statements). The information related to two writs filed against certain of our ex-subsidiaries.
Given
that Deloitte was dismissed as our auditors on April 22, 2024, following the formal procedures and confirmation to us by Audit Alliance
that its engagement for the audit of our consolidated financial statements as of and for each of the fiscal years ended December 31,
2021, 2022 and 2023 under United States generally accepted accounting principles, including the completion of clearance procedures with
Deloitte in accordance with PCAOB requirements and internal guidelines and criteria of Audit Alliance LLP through an in-person meeting
that took place in Singapore on April 22, 2024, the audit committee of our board of directors determined that there was no need to discuss
the matters raised by Deloitte and set forth in the immediately preceding paragraph further with Deloitte subsequent to its dismissal.
During
our fiscal years ended December 31, 2021 and 2022 and through the subsequent interim period on or prior to the engagement of Audit Alliance,
neither us nor anyone on our behalf consulted with Audit Alliance on either (a) 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 (b) any matter that was the subject of a disagreement, as
that term is defined in Item 16F(a)(1)(iv) of Form 20-F (and the related instructions thereto) or a reportable event as set forth in
Item 16F(a)(1)(v)(A) through (D) of Form 20-F.
Item
19. EXHIBITS
Exhibit
Number |
|
Document |
| 1.1 |
|
Fourth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 of Form 6-K furnished with the Securities and Exchange Commission on March 2, 2022) |
| |
|
|
| 1.2 |
|
Registrant’s Specimen American Depositary Receipt (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form F-1 (File No. 333-232224), as amended, initially filed with the Securities and Exchange Commission on June 20, 2019) |
| |
|
|
| 2.1 |
|
Registrant’s Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form F-1 (File No. 333-232224), as amended, initially filed with the Securities and Exchange Commission on June 20, 2019) |
| |
|
|
| 2.2 |
|
Form of Deposit Agreement among the Registrant, the depositary and all holders of the American Depositary Receipts of the Registrant (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form F-1 (File No. 333-232224) filed with the Securities and Exchange Commission on June 20, 2019) |
| |
|
|
| 2.3 |
|
AMTD SpiderMan Share Incentive Plan (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form F-1 (File No. 333-232224), as amended, initially filed with the Securities and Exchange Commission on June 20, 2019) |
| |
|
|
| 2.4 |
|
Description of Securities (incorporated herein by reference to Exhibit 2.4 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 28, 2023) |
| |
|
|
| 4.1 |
|
Form of Employment Agreement between the Registrant and the executive officers of the Registrant (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form F-1 (File No. 333-232224) filed with the Securities and Exchange Commission on June 20, 2019) |
| |
|
|
| 4.2 |
|
Form of Indemnification Agreement between the Registrant and the directors and executive officers of the Registrant (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form F-1 (File No. 333-232224) filed with the Securities and Exchange Commission on June 20, 2019) |
| |
|
|
| 4.3 |
|
Master Transaction Agreement between the Registrant and its controlling shareholder dated June 20, 2019 (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form F-1 (File No. 333-232224) filed with the Securities and Exchange Commission on June 20, 2019) |
| |
|
|
| 4.4 |
|
Transitional Services Agreement between the Registrant and its controlling shareholder dated June 20, 2019 (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form F-1 (File No. 333-232224) filed with the Securities and Exchange Commission on June 20, 2019) |
| |
|
|
| 4.5 |
|
Non-Competition Agreement between the Registrant and its controlling shareholder dated June 20, 2019 (incorporated by reference to Exhibit 10.6 to our Registration Statement on Form F-1 (File No. 333-232224) filed with the Securities and Exchange Commission on June 20, 2019) |
| |
|
|
| 4.6 |
|
Intercompany Financing Agreement between the Registrant and AMTD Group Company Limited dated August 5, 2019 (incorporated herein by reference to Exhibit 4.22 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 30, 2020) |
| |
|
|
| 4.7 |
|
Share Purchase Agreement between the Registrant and Value Partners Greater China High Yield Income Fund dated December 19, 2019 (incorporated herein by reference to Exhibit 4.23 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 30, 2020) |
| |
|
|
| 4.8 |
|
Share Purchase Agreement between the Registrant and Ariana Capital Investment Limited dated December 19, 2019 (incorporated herein by reference to Exhibit 4.24 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 30, 2020) |
| |
|
|
| 4.9 |
|
Share Purchase Agreement between the Registrant and Infinity Power Investments Limited dated December 19, 2019 (incorporated herein by reference to Exhibit 4.25 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 30, 2020) |
| |
|
|
| 4.10 |
|
Convertible Note Purchase Agreement between the Registrant and Value Partners Greater China High Yield Income Fund dated December 19, 2019 (incorporated herein by reference to Exhibit 4.26 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 30, 2020) |
Exhibit
Number |
|
Document |
| 4.11 |
|
Fiscal Agency Agreement between the Registrant, The Bank of New York Mellon, London Branch, The Bank of New York Mellon SA/NV, Luxembourg Branch, and The Bank of New York Mellon, Hong Kong Branch dated March 30, 2020 (incorporated herein by reference to Exhibit 4.27 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 28, 2021) |
| |
|
|
| 4.12 |
|
Facility Letter between Nanyang Commercial Bank, Limited and the Registrant dated September 22, 2020 (incorporated herein by reference to Exhibit 4.28 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 28, 2021) |
| |
|
|
| 4.13 |
|
Share Purchase Agreement between
AMTD Group Company Limited and the Registrant dated July 9, 2021 (incorporated herein by reference
to Exhibit 4.13 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18, 2022) |
| |
|
|
| 4.14 |
|
Share Repurchase Agreement between AMTD Group Company Limited and the Registrant dated September 30, 2021 (incorporated herein by reference to Exhibit 4.14 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18, 2022) |
| |
|
|
| 4.15 |
|
Share Purchase Agreement between the Registrant and Cheng Huang dated December 27, 2021 (incorporated herein by reference to Exhibit 4.15 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18, 2022) |
| |
|
|
| 4.16 |
|
Business Loan Agreement between the Registrant and East West Bank dated December 28, 2021 (incorporated herein by reference to Exhibit 4.16 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18, 2022) |
| |
|
|
| 4.17 |
|
Share Purchase Agreement between the Registrant and Unicorn Star Limited dated December 29, 2021 (incorporated herein by reference to Exhibit 4.17 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18, 2022) |
| |
|
|
| 4.18 |
|
Share Purchase Agreement between the Registrant and Longling Capital Ltd dated December 29, 2021 (incorporated herein by reference to Exhibit 4.18 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18, 2022) |
| |
|
|
| 4.19 |
|
Share Purchase Agreement between the Registrant and EverGlory Strategic Investment Limited dated December 29, 2021 (incorporated herein by reference to Exhibit 4.19 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18, 2022) |
| |
|
|
| 4.20 |
|
Share Purchase Agreement between the Registrant and Infinity Power Investments Limited dated December 29, 2021 (incorporated herein by reference to Exhibit 4.20 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18, 2022) |
| |
|
|
| 4.21 |
|
Share Purchase Agreement between the Registrant and NGSP Holdings Limited dated January 15, 2022 (incorporated herein by reference to Exhibit 4.21 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18, 2022) |
| |
|
|
| 4.22 |
|
Share Purchase Agreement between the Registrant and Value Partners Greater China High Yield Income Fund dated January 19, 2022 (incorporated herein by reference to Exhibit 4.22 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18, 2022) |
Exhibit
Number |
|
Document |
| 4.23 |
|
Share Purchase Agreement between the Registrant and Maoyan Entertainment dated January 19, 2022 (incorporated herein by reference to Exhibit 4.23 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18, 2022) |
| |
|
|
| 4.24 |
|
Share Purchase Agreement between the Registrant and Chestnut Business Limited dated January 19, 2022 (incorporated herein by reference to Exhibit 4.24 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18, 2022) |
| |
|
|
| 4.25 |
|
Share Purchase Agreement between the Registrant and EverGlory Strategic Investment Limited dated January 19, 2022 (incorporated herein by reference to Exhibit 4.25 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18, 2022) |
| |
|
|
| 4.26 |
|
Share Purchase Agreement between the Registrant and AMTD Education Group dated January 19, 2022 (incorporated herein by reference to Exhibit 4.26 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18, 2022) |
| |
|
|
| 4.27 |
|
Share Purchase Agreement between the Registrant and AMTD Assets Alpha Group dated January 19, 2022 (incorporated herein by reference to Exhibit 4.27 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18, 2022) |
| |
|
|
| 4.28 |
|
Share Purchase Agreement between the Registrant and AMTD Group Company Limited dated January 19, 2022 (incorporated herein by reference to Exhibit 4.28 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18, 2022) |
| |
|
|
| 4.29 |
|
Share Purchase Agreement between
the Registrant and Infinity Power Investments Limited dated January 19, 2022 (incorporated herein by reference to Exhibit 4.29
to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18, 2022) |
| |
|
|
| 4.30 |
|
Share Purchase Agreement between
the Registrant and Poly Platinum Enterprises Limited dated January 19, 2022 (incorporated herein by
reference to Exhibit 4.30 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on April 18,
2022) |
| |
|
|
| 4.31 |
|
Share Purchase Agreement among the Registrant, GEM Global Yield LLC SCS and GEM Yield Bahamas Limited dated April 26, 2022 (incorporated by reference to Exhibit 99.1 of Form 6-K furnished with the Securities and Exchange Commission on April 27, 2022) |
| |
|
|
| 4.32 |
|
Registration Rights Agreement among the Registrant, GEM Global Yield LLC SCS and GEM Yield Bahamas Limited dated April 26, 2022 (incorporated by reference to Exhibit 99.2 of Form 6-K furnished with the Securities and Exchange Commission on April 27, 2022) |
| |
|
|
| 4.33 |
|
Form of Share Subscription Agreement by and between the Registrant and each investor, and a schedule of all executed agreements adopting the same form (incorporated by reference to Exhibit 99.2 of Form 6-K furnished with the Securities and Exchange Commission on April 21, 2023) |
| |
|
|
| 4.34# |
|
Business Loan Agreement between AMTD Digital Inc. and a regional bank dated February 15, 2023 (incorporated herein by reference to Exhibit 4.34 to our annual report on Form 20-F (File No. 001-39006) filed with the SEC on May 13, 2024) |
| |
|
|
| 8.1 |
|
List of Subsidiaries of
the Registrant (incorporated herein by reference to Exhibit 8.1 to our annual report on Form 20-F (File
No. 001-39006) filed with the SEC on May 13, 2024) |
| |
|
|
| 11.1 |
|
Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 to our Registration Statement on Form F-1 (File No. 333-232224), as amended, initially filed with the Securities and Exchange Commission on June 20, 2019) |
| * | Filed
herewith. |
| | |
| ** | Furnished
herewith. |
| | |
| # | Portions
of this exhibit have been omitted or redacted |
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 |
| |
|
| February
18, 2026 |
|
0001769731
true
FY
0001769731
2023-01-01
2023-12-31
0001769731
dei:BusinessContactMember
2023-01-01
2023-12-31
0001769731
us-gaap:CommonClassAMember
2023-12-31
0001769731
us-gaap:CommonClassBMember
2023-12-31
xbrli:shares
