6-K - AMTD - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2022

Commission File Number: 001-39006

AMTD IDEA Group

(Registrant’s Name)

23/F Nexxus Building

41 Connaught Road Central

Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXPLANATORY NOTE

This current report on Form 6-K, including exhibit 99.1 hereto, is incorporated by reference into the registration statement on Form F-3 of AMTD IDEA Group (File No. 333-264433) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudited condensed consolidated interim financial information of AMTD IDEA Group as of and for the six months ended June 30, 2022
101.INS	Inline XBRL Instance Document — this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Scheme Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMTD IDEA Group
By:	/s/ Feridun Hamdullahpur
Name:	Feridun Hamdullahpur
Title:	Chairman

Date: September 30, 2022

EX-99.1

Exhibit 99.1

AMTD IDEA GROUP

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2022

		Six months ended June 30,
		2021		2022
		HK		HK
REVENUE
Fee and commission income	3
Digital solutions and other services	3
Fashion and luxury media advertising and marketing services	3
Dividend and gain related to disposed investment	3

Net fair value changes on financial assets at fair value through profit or loss and stock loan	3				)
Net fair value changes on derivative financial assets			)

Other income	3
Other operating expenses			)		)
Staff costs			)		)
Share of profit or losses of associates					)
Finance costs			)		)
Net fair value changes on derivative financial liability			)
PROFIT BEFORE TAX
Income tax expense			)		)
PROFIT FOR THE PERIOD
Attributable to:
Owners of the parent
Holders of perpetual securities
Non-controlling interests			)		)

EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
Class A ordinary shares:
Basic (HK per share)	4
Diluted (HK per share)	4
Class B ordinary shares:
Basic (HK per share)	4
Diluted (HK per share)	4

All values are in US Dollars.

AMTD IDEA GROUP

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS AT DECEMBER 31, 2021 AND JUNE 30, 2022

		Dec 31, 2021	Jun 30, 2022
		HK	HK
Assets
Current assets
Accounts receivable	5
Prepayments, deposits and other receivables
Due from immediate holding company
Derivative financial asset<br>s	6
Other assets
Cash and bank balances
Total current assets
Non-current<br> assets
Property, plant and equipment
Right of use assets
Investment in associate<br>s
Goodwill	8
Other intangible assets	8
Financial assets at fair value through profit or loss	6
Stock loan	6
Total <br>non-current<br> assets
Total assets
Equity and liabilities
Current liabilities
Accounts payable	7
Bank borrowings
Other payables and accruals
Lease liabilities
Provision
Tax payable
Total current liabilities
Non-current<br> liabilities
Deferred tax liabilities
Derivative financial liability
Convertible bond
Total <br>non-current<br> liabilities
Total liabilities

All values are in US Dollars.

AMTD IDEA GROUP

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(CONTINUED)

AS AT DECEMBER 31, 2021 AND JUNE 30, 2022

		Jun 30, 2022
		HK
Equity
Class A ordinary shares (par value of US0.0001 as of December 31, 2021 and June 30, 2022; 8,000,000,000 shares authorized as of December 31, 2021 and June 30, 2022; 62,327,851 and 144,077,210 issued and outstanding shares as of December 31, 2021 and June 30, 2022, respectively)
Class B ordinary shares (par value of US0.0001 as of December 31, 2021 and June 30, 2022; 2,000,000,000 shares authorized as of December 31, 2021 and June 30, 2022; 183,283,628 and 233,526,979 issued and outstanding shares as of December 31, 2021 and June 30, 2022, respectively)
Treasury shares	)		)
Capital reserve
Exchange reserve
Retained profits
Total equity attributable to ordinary shareholders of the Company
Non-controlling interests
Perpetual securities
Total equity
Total liabilities and equity

All values are in US Dollars.

1	CORPORATE INFORMATION

AMTD IDEA Group (the “Company”) (formerly known as AMTD International Inc. or AMTD Inc.) 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 through admission 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 investment banking, the provision of financial advisory services, assets management services, strategic investments, digital solutions and other services, and fashion and luxury media advertising and marketing services. The Company’s ultimate holding company is AMTD Group Company Limited (“AMTD Group”), a company incorporated in the British Virgin Islands.

2	BASIS OF PRESENTATION

Basis of preparation

Except as described below for the newly application of accounting policies, the Group’s condensed consolidated financial information has been prepared in accordance with the same accounting policies adopted in the Group’s last annual consolidated financial statements as at and for the year ended December 31, 2021 (“Annual Financial Statements”) included in Form 20-F filed on April 18, 2022 and should be read in conjunction with the Annual Financial Statements. They do not include all of the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRSs”). However, selected explanatory notes are included to explain events and transactions that are significant for understanding of the changes in the Group’s financial position and performance since the Annual Financial Statements.

Accounting policies newly applied by the Group

Business combinations under common control

The Company and AMTD Digital Inc. (“AMTD Digital”) are under common control of AMTD Group. The Company accounts for the business combination between entities under common control using historical carrying values and under prospective basis (referred to herein as predecessor accounting). 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 equity.
---	---

3.	REVENUE AND OTHER INCOME

An analysis of revenue is as follows:

	Six months ended June 30,
	2021		2022
	HK		HK
Revenue from contracts with customers
Investment banking
Investment banking fee and income
Asset management
Management fee and performance-based incentive fee
Brokerage and handling fees
Others

Digital solutions and other services
Digital<br><br>solutions and other services income
Fashion and luxury media advertising and marketing services
Fashion and luxury media advertising and marketing 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 and stock loan
-from listed equity shares, at quoted price				)
-from unlisted equity shares and movie income right investments
Total net fair value changes on financial assets at fair value through profit or loss and stock loan				)
Net fair value changes on derivative financial asset<br>s
-from derivative financial asset<br>s		)

Total revenue

All values are in US Dollars.

3.	REVENUE AND OTHER INCOME (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. The following tables present disaggregated revenue information:

For the six months ended June 30, 2021

Segments	Investment banking	Asset management	Strategic investment		Total
	HK	HK	HK		HK
Investment banking
Underwriting commission and brokerage fee
Financial advisory fee
Asset management
Management fee and performance
-based incentive fee
Brokerage and handling fee
Strategic investment
Net fair value changes on financial assets at fair value through profit or loss and stock loan
Net fair value changes on derivative financial asset<br>s				)		)
Gain related to disposed investment
Dividend income
Others
Total

All values are in US Dollars.

Segments	Investment banking	Asset management	Total
	HK	HK	HK
Timing of revenue recognition
Services transferred at a point in time
Services transferred over time
Total revenue from contracts with customers

All values are in US Dollars.

3.	REVENUE AND OTHER INCOME (CONTINUED)
(i)	Disaggregated revenue information (continued)
---	---

For the six months ended June 30, 2022

Segments	Investmentbanking	Assetmanagement	Digitalsolutionsand otherservices1	Fashion andluxury mediaadvertisingand marketingservices2	Strategicinvestment		Total
	HK	HK	HK	HK	HK		HK
Investment banking
Underwriting commission and brokerage fee
Financial advisory fee
Asset management
Management fee and performance<br> <br>-based incentive fee
Brokerage and handling fee
Digital solutions and other services
Insurance brokerage services
Digital solutions
Fashion and luxury media advertising and marketing <br>services
Fashion and luxury media advertising and marketing <br>services
Strategic investment
Net fair value changes on financial assets at fair value <br>through profit or loss and stock loan						)		)
Net fair value changes on derivative financial asset<br>s
Dividend income
Others
Total

All values are in US Dollars.

1	Digital solutions and other services segment represents the business of AMTD Digital which was acquired in February 2022.
2	Fashion and luxury media advertising and marketing services segment represents the business of L’Officiel Inc. SAS (“L’Officiel”) which was acquired in April 2022.
---	---
Segments	Investmentbanking	Assetmanagement	Digitalsolutions andotherservices	Fashion andluxury mediaadvertisingand marketingservices	Total
---	---	---	---	---	---
	HK	HK	HK	HK	HK
Timing of revenue recognition
Services transferred at a point in time
Services transferred over time
Total revenue from contracts with customers

All values are in US Dollars.

Other income

	Six months ended June 30,
	2021	2022
	HK	HK
Bank interest income
Other interest income
Interest income from the immediate holding company
Others

All values are in US Dollars.

4.	EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT

Basic and diluted earnings per share for each of the periods presented are calculated as follows:


		2022
Basic earnings per share:
Numerator:
Profit attributable to ordinary equity holders of the parent used in the basic earnings per share calculation (HK)-basic Class A	143,897,916		339,059,987
Profit attributable to ordinary equity holders of the parent used in the basic earnings per share calculation (HK)-basic Class B	423,151,636		402,559,012
Denominator:
Weighted average number of Class A ordinary shares outstanding—basic	62,327,851		132,811,773
Weighted average number of Class B ordinary shares outstanding—basic	165,665,944		157,684,711
Basic earnings per share (HK) Class A	2.31		2.55
Basic earnings per share (HK) Class B	2.31		2.55

All values are in US Dollars.

For the periods ended June 30, 2022 and 2021, the computation of diluted earnings per share has not taken into account the effect of convertible bond which is anti-dilutive.

5.	ACCOUNTS RECEIVABLE
	Dec 31, 2021	Jun 30, 2022
---	---	---
	HK	HK
Receivable from investment banking services
Receivable from brokers and clearing house
Receivable from digital solution and services
Receivable from fashion and luxury media advertising and marketing services
Clients’ receivables
Dividend receivables

All values are in US Dollars.

6.	FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS, STOCK LOAN AND DERIVATIVE FINANCIAL ASSET<br>S
	Dec 31, 2021	Jun 30, 2022
---	---	---
	HK	HK
Financial assets at fair value through profit or loss, other than stock loan
Stock loan
Derivative financial asset<br>s
Total financial assets at fair value through profit or loss
Listed<br> equity shares, at quoted price
Unlisted<br> equity shares
Derivative financial asset<br>s

All values are in US Dollars.

7.	ACCOUNTS PAYABLE
	Dec 31, 2021	Jun 30, 2022
---	---	---
	HK	HK
Clients’ payables
Payables to clearing house and brokers
Payables to insurance companies
Clients’ monies held on trust
Payables to suppliers of fashion, media advertising and marketing services

All values are in US Dollars.

8.	BUSINESS COMBINATIONS
(i)	In February 2022, the Company acquired a majority stake of AMTD Digital by issuing new Class A and Class B shares to the selling shareholders of AMTD Digital at a consideration of approximately US$993 <br>million, which was based on the agreed share price of US$8.38 of the Company. The transaction was completed on February 23, 2022 and accounted for using<br> predecessor accounting prospectively. <br>The o<br>riginal investment in AMTD Digital, accounted for as financial assets under fair value through profit or loss, was derecognised upon consolidation of AMTD Digital. The difference between the consideration and the net assets value of AMTD Digital, amounting to approximately HK$6,346.2 million (US$808.7 million equivalent), was recorded in equity.
---	---
(ii)	In April 2022, the Company acquired all the equity interest of L’Officiel<br>. <br>The transaction was completed on April 20, 2022 and accounted for using<br> purchase accounting. As of the date of this report, the initial recognition and measurement of intangible assets acquired has not been completed. Accordingly, the purchase price allocation and accounting of the acquisition is not complete and on a provisional basis. Those provisional amounts may be adjusted during the measurement period or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.
---	---