Amtd Idea Group 6-K, filed Apr 30, 2024
Amtd Idea Group (AMTD)
About this 6-K
Amtd Idea Group filed this 6-K on April 30, 2024.
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 April 2024
Commission File Number: 001-39006
AMTD IDEA Group
(Translation of registrant’s name into English)
66 rue Jean-Jacques Rousseau
75001 Paris
France
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
Certain announcements were made by us and by AMTD Digital Inc. (NYSE: HKD), our subsidiary, on April 30, 2024. Copies of these announcements are attached as exhibits to this current report on Form 6-K.
EXHIBIT INDEX
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: | Dr. Feridun Hamdullahpur | |
| Title: | Director | |
Date: April 30, 2024
Exhibit 99.1
AMTD IDEA Completed Its Auditor Rotation Process
PARIS & NEW YORK & SINGAPORE, April 30, 2024—(BUSINESS WIRE)—AMTD IDEA Group (“AMTD IDEA” or the “Company,” NYSE: AMTD; SGX: HKB) announced that its board of directors and the audit committee have approved the change of its independent registered public accounting firm from Deloitte Touche Tohmatsu to Audit Alliance LLP (“Audit Alliance”), effective on April 22, 2024.
The Company appointed Audit Alliance as its independent registered public accounting firm to audit the consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2023. This change was initiated, supervised and approved by the audit committee to conform with international best practices on auditor independence. The Company’s appointment of Audit Alliance as its independent registered public accounting firm is in line with the auditor rotation policy as well as dismissal and appointment criterion and standards as governed and administered by the audit committee.
About AMTD IDEA Group
AMTD IDEA Group (NYSE: AMTD; SGX: HKB) represents a diversified institution and digital solutions group connecting companies and investors with global markets. Its comprehensive one-stop business services plus digital solutions platform addresses different clients’ diverse and inter-connected business needs and digital requirements across all phases of their life cycles as well as hospitality and VIP services. Through our unique eco-system – the “AMTD SpiderNet”—AMTD IDEA Group is uniquely positioned as an active superconnector between clients, business partners, investee companies, and investors, connecting the East and the West. For more information, please visit www.amtdinc.com or follow us on X (formerly known as “Twitter”) at @AMTDGroup.
Safe Harbor Statement
This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about the beliefs, plans, and expectations of AMTD IDEA Group are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the filings of AMTD IDEA Group with the SEC. All information provided in this press release is as of the date of this press release, and AMTD IDEA Group does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
IR Office
AMTD IDEA Group
ir@amtdinc.com
Exhibit 99.2
AMTD Digital Recorded Solid Half Yearly Performance
PARIS & NEW YORK, April 30, 2024
AMTD Digital Inc. (“AMTD Digital” or the “Company”, NYSE: HKD), a NYSE-listed company and also a comprehensive digital solutions and global hospitality and VIP services platform headquartered in France, today announced its unaudited financial results for the six months ended October 31, 2023.
Highlights of Half Year Financial Results
| • | During the six months ended October 31, 2023, despite the global economic slowdown and rising geopolitical uncertainties which led to volatile world markets, the Company demonstrated strong resilience and achieved solid financial performance. |
| • | We generated US$6.9 million in revenue from hotel operations, hospitality and VIP services after the injection of AMTD Assets Group into the Company. |
| • | Fair value gain on financial assets measured at fair value for the six months ended October 31, 2023 amounted to US$16.3 million. |
| • | We recorded other gains of US$14.3 million as a result of disposal of certain subsidiaries for the six months ended October 31, 2023. |
Statements from the Board Members:
Dr. Timothy Tong, the Chairman of the board of directors and an independent director of AMTD Digital, commented, “Similar to the year before, the six-month period that ended on October 31, 2023 was filled with challenges. Although the COVID pandemic has officially ended, the global economy in the post-COVID period has yet to fully recover. Geopolitical tensions around the world continue to post serious uncertainties about investments in all sectors of the economy. I thank the management team and continue to be cautiously optimistic about the prospect for future performance growth of AMTD Digital.”
Ms. Joanne Shoveller, the Co-Chair of the board of directors and an independent director of AMTD Digital, commented, “The AMTD Digital strategy in diversifying assets and timing of strategic decisions has resulted in these strong interim results and a resilient, innovative and exciting foundation for future growth. The AMTD Digital board of directors expresses their appreciation to the leadership team for their hard work and impressive results.”
Financial Results for the Six Months Ended October 31, 2023
Revenue
Our revenue for the six months ended October 31, 2023 was US$8.7 million as compared to US$13.9 million for the six months ended October 31, 2022. Hotel operations, hospitality and VIP services income was US$6.9 million and has become a new revenue driver for us after the successful acquisition of AMTD Assets Group, the real estate arm of AMTD Group Inc., focusing on and specializing in hospitality and lifestyle concepts globally.
Employee benefits expenses
Staff costs for the six months ended October 31, 2023 decreased by 18.2% as compared to the same period in prior year to US$3.1 million. This was due to the tightened cost control in connection with the global economic slowdown and rising geopolitical uncertainties.
Premises and office expenses
Premises and office expenses for the six months ended October 31, 2023 increased by 208.5% as compared to the same period in prior year to US$1.5 million. This was due to the incremental costs attributable to the post-acquisition operations of AMTD Assets Group.
Depreciation and amortization
Depreciation and amortization for the six months ended October 31, 2023 increased by 407.6% as compared to the same period in prior year to US$2.1 million, primarily attributable to the hotel properties of AMTD Assets Group.
Finance costs
Finance costs for the six months ended October 31, 2023 increased by US$3.4 million as compared to the same period in prior year, primarily attributable to the incremental borrowings by the Company, and due to the consolidation of AMTD Assets Group which had outstanding bank loans to finance the underlying real estate properties.
Other expenses
Other expenses for the six months ended October 31, 2023 increased by 821.5% as compared to the same period in prior year to US$4.6 million, primarily attributable to (i) the addition of hotel operation expenses of US$2.8 million incurred by AMTD Assets Group, and (ii) the share of losses of joint ventures of US$1.4 million.
Change in fair value on financial assets measured at fair value through profit or loss (“FVTPL”)
Change in fair value on financial assets measured at FVTPL for the six months ended October 31, 2023 was US$16.3 million, primarily attributable to the realization from gain of entertainment projects during the period.
Other Income
Other income increased by 85.3% as compared to the same period in prior year to US$9.0 million, primarily due to (i) an increase in bank interest income as the Company had generated additional interest income from deposits with banks, and (ii) an increase in the net average outstanding balance due from our ultimate holding company, which was interest bearing.
Income Tax Expense
Income tax expense for the six months ended October 31, 2023 increased by 15.1% as compared to the same period in prior year to US$2.0 million, primarily due to an increase in tax assessable income.
Profit For The Period
Profit for the six months ended October 31, 2023 increased to US$30.1 million.
About AMTD Digital Inc.
AMTD Digital Inc. (NYSE: HKD) is a comprehensive digital solutions platform headquartered in France. Its one-stop digital solutions platform operates four main business lines including digital solutions services, digital media, content and marketing services, digital investments as well as hospitality and VIP services. It is the fusion reactor at the core of the AMTD SpiderNet ecosystem and empowers and integrates the various digital businesses within its ecosystem. For AMTD Digital’s announcements, please visit https://ir.amtdigital.net/investor-news.
Safe Harbor Statement
This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about the beliefs, plans, and expectations of AMTD Digital Inc. are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the filings of AMTD Digital Inc. with the SEC. All information provided in this press release is as of the date of this press release, and AMTD Digital Inc. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Contacts
For AMTD Digital Inc.:
IR Office
EMAIL: ir@amtdigital.com
AMTD DIGITAL INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2022 AND 2023
| Six months ended October 31, | ||||||||
| 2022 | 2023 | |||||||
| US$’000 | US$’000 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue from contracts with customers |
13,918 | 8,677 | ||||||
| Employee benefits expenses |
(3,761 | ) | (3,075 | ) | ||||
| Advertising and promotion expense |
(318 | ) | (177 | ) | ||||
| Premises and office expenses |
(482 | ) | (1,487 | ) | ||||
| Legal and professional fee |
(1,199 | ) | (1,339 | ) | ||||
| Depreciation and amortization |
(421 | ) | (2,137 | ) | ||||
| Finance costs |
— | (3,404 | ) | |||||
| Other expenses |
(498 | ) | (4,589 | ) | ||||
| Changes in fair value on financial assets measured at fair value through profit or loss (“FVTPL”) |
351 | 16,287 | ||||||
| Other income |
4,852 | 8,992 | ||||||
| Other gains and losses, net |
(42 | ) | 14,349 | |||||
|
|
|
|
|
|||||
| Profit before tax |
12,400 | 32,097 | ||||||
| Income tax expense |
(1,731 | ) | (1,992 | ) | ||||
|
|
|
|
|
|||||
| Profit for the period |
10,669 | 30,105 | ||||||
|
|
|
|
|
|||||
| Profit (loss) for the period attributable to: |
||||||||
| - Owners of the Company |
11,086 | 31,889 | ||||||
| - Non-controlling interests |
(417 | ) | (1,784 | ) | ||||
|
|
|
|
|
|||||
| 10,669 | 30,105 | |||||||
|
|
|
|
|
|||||
| Earnings per share |
||||||||
| - Basic (US$) |
0.15 | 0.41 | ||||||
| - Diluted (US$) |
0.15 | 0.41 | ||||||
|
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|
|
|
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AMTD DIGITAL INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT APRIL 30, 2023 AND OCTOBER 31, 2023
| As of April 30, | As of October 31, | |||||||
| 2023 | 2023 | |||||||
| US$’000 | US$’000 | |||||||
| (Audited) | (Unaudited) | |||||||
| ASSETS |
||||||||
| Non-current assets: |
||||||||
| Property, plant and equipment |
238,600 | 175,112 | ||||||
| Intangible assets |
311 | 279 | ||||||
| Financial assets at FVTPL |
5,170 | 288 | ||||||
| Interests in joint ventures |
98,092 | 90,652 | ||||||
|
|
|
|
|
|||||
| Total non-current assets |
342,173 | 266,331 | ||||||
|
|
|
|
|
|||||
| Current assets: |
||||||||
| Accounts receivable |
9,803 | 934 | ||||||
| Prepayments, deposits and other receivables |
7,678 | 35,827 | ||||||
| Amount due from AMTD Group |
126,444 | 195,278 | ||||||
| Amount due from a non-controlling shareholder |
539 | — | ||||||
| Financial assets at FVTPL |
9,243 | 5,723 | ||||||
| Fiduciary bank balances |
785 | 913 | ||||||
| Cash and cash equivalents |
152,930 | 134,843 | ||||||
|
|
|
|
|
|||||
| 307,422 | 373,518 | |||||||
| Assets classified as held for sale |
12,081 | 79,947 | ||||||
|
|
|
|
|
|||||
| Total current assets |
319,503 | 453,465 | ||||||
|
|
|
|
|
|||||
| Total assets |
661,676 | 719,796 | ||||||
|
|
|
|
|
|||||
| EQUITY AND LIABILITIES |
||||||||
| Current liabilities: |
||||||||
| Clients’ monies held on trust |
428 | 814 | ||||||
| Accounts payable |
493 | 69 | ||||||
| Other payables and accruals |
3,253 | 18,913 | ||||||
| Bank borrowings |
15,000 | 15,000 | ||||||
| Amount due to a non-controlling shareholder |
53,803 | 53,389 | ||||||
| Contract liabilities |
10,162 | — | ||||||
| Income tax payable |
4,571 | 2,638 | ||||||
|
|
|
|
|
|||||
| 87,710 | 90,823 | |||||||
| Liabilities associated with assets classified as held for sale |
1,030 | 17,912 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
88,740 | 108,735 | ||||||
|
|
|
|
|
|||||
| Non-current liabilities: |
||||||||
| Bank borrowings |
50,803 | 50,565 | ||||||
| Contract liabilities |
1,031 | — | ||||||
|
|
|
|
|
|||||
| Total non-current liabilities |
51,834 | 50,565 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
140,574 | 159,300 | ||||||
|
|
|
|
|
|||||
| Capital and reserves: |
||||||||
| Share capital |
8 | 8 | ||||||
| Treasury shares |
(52,235 | ) | (52,235 | ) | ||||
| Reserves |
510,174 | 562,859 | ||||||
|
|
|
|
|
|||||
| Equity attributable to owners of the Company |
457,947 | 510,632 | ||||||
| Non-controlling interests |
63,155 | 49,864 | ||||||
|
|
|
|
|
|||||
| Total equity |
521,102 | 560,496 | ||||||
|
|
|
|
|
|||||
| Total equity and liabilities |
661,676 | 719,796 | ||||||
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|
|
|
|
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Exhibit 99.3
AMTD Digital Announces Change of Fiscal Year End
PARIS & NEW YORK, April 30, 2024—(BUSINESS WIRE)—AMTD Digital Inc. (“AMTD Digital” or the “Company”) (NYSE: HKD) announced today that the Company’s board of directors approved the change of the Company’s fiscal year end from April 30 to October 31. Taking into consideration the continual global expansion of AMTD Group Inc. (“AMTD Group”), being the controlling shareholder of the Company, AMTD Group is realigning the various fiscal calendar year-end dates of its subsidiaries. The Company is adjusting its fiscal year-end date to October 31 accordingly.
The change of fiscal year-end is effective immediately.
About AMTD Digital Inc.
AMTD Digital Inc. (NYSE: HKD) is a comprehensive digital solutions platform headquartered in France. Its one-stop digital solutions platform operates four main business lines including digital solutions services, digital media, content and marketing services, digital investments as well as hospitality and VIP services. It is the fusion reactor at the core of the AMTD SpiderNet ecosystem and empowers and integrates the various digital businesses within its ecosystem. For AMTD Digital’s announcements, please visit https://ir.amtdigital.net/investor-news.
Safe Harbor Statement
This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about the beliefs, plans, and expectations of AMTD Digital Inc., are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the filings of AMTD Digital Inc. with the SEC. All information provided in this press release is as of the date of this press release, and AMTD Digital Inc. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
IR Office
AMTD Digital Inc.
ir@amtdigital.com
Exhibit 99.4
AMTD Group Inc. Announces the Adoption of A Completely Independent and Non-Executive Board Structure And An Innovative CEO Rotation System Across the Group
PARIS & NEW YORK & SINGAPORE, April 30, 2024—(BUSINESS WIRE)—AMTD Group Inc. (“AMTD Group”), the controlling shareholder of AMTD IDEA Group (NYSE: AMTD; SGX: HKB) (“AMTD IDEA”) and AMTD Digital Inc. (NYSE: HKD) (“AMTD Digital”) today announced the introduction and adoption of an innovative system through which the CEOs of all of its operating companies and key subsidiaries, including AMTD IDEA and AMTD Digital, will be appointed by the Executive Management Committee (“EMC”) of the applicable entities on a rotational basis. This philosophy of shared leadership is reflected in the new feature which forms the core foundation of the rotating CEO mechanism. Under the new rotation program, no single individual would be appointed as the sole leader of an entity for an extended period, and a campaign of “everyone can be a hero” will be rolled out across the group to encourage and promote the next leaders of the companies. Through this rotation program, AMTD Group will maximize the values from the collective wisdom and stepped-up efforts to groom and nurture the next-level leaders.
By rotating the CEOs every six months, the group will be led by different personalities, which will create a much more diverse workplace where different common principles and perspectives will be consistently communicated and implemented. Due to the shared decision-making process and the grooming process to cultivate the next-level leadership, the long-term and sustainable interest of AMTD will be best served. Shared Values as the core mission of AMTD and key shareholders’ beliefs and practices will be implemented through the new structure and organization leadership.
Dr. Feridun Hamdullahpur, the independent chairman of AMTD IDEA commented “The entire AMTD organization is built upon innovative thinking. We don’t just talk about it; we practise it all the time. We have evolved and matured by understanding the changing world a bit better and defying the status quo. The rotating CEO program is born out of such thinking, and I believe will bring renewed energy and inspiration for the long-term sustainability and growth of the group. We would not be where we are without their great work, dedication, and commitment. We will continue counting on the new leadership program to move us steadily forward and grow our impact gradually and concretely over time.”
About AMTD Group
AMTD Group is a conglomerate with core business portfolio to span across financial services, digital solutions, media and entertainment, education and training, and premium assets.
About AMTD IDEA Group
AMTD IDEA Group (NYSE: AMTD; SGX: HKB) represents a diversified institution and digital solutions group connecting companies and investors with global markets. Its comprehensive one-stop business services plus digital solutions platform addresses different clients’ diverse and inter-connected business needs and digital requirements across all phases of their life cycles as well as hospitality and VIP services. Through our unique eco-system – the “AMTD SpiderNet”—AMTD IDEA Group is uniquely positioned as an active superconnector between clients, business partners, investee companies, and investors, connecting the East and the West. For more information, please visit www.amtdinc.com or follow us on X (formerly known as “Twitter”) at @AMTDGroup.
About AMTD Digital Inc.
AMTD Digital Inc. (NYSE: HKD) is a comprehensive digital solutions platform headquartered in France. Its one-stop digital solutions platform operates four main business lines including digital solutions services, digital media, content and marketing services, digital investments as well as hospitality and VIP services. It is the fusion reactor at the core of the AMTD SpiderNet ecosystem and empowers and integrates the various digital businesses within its ecosystem. For AMTD Digital’s announcements, please visit https://ir.amtdigital.net/investor-news.
Safe Harbor Statement
This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward- looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about the beliefs, plans, and expectations of AMTD IDEA Group and AMTD Digital Inc., are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the filings of AMTD IDEA Group and AMTD Digital Inc. with the SEC. All information provided in this press release is as of the date of this press release, and AMTD IDEA Group and AMTD Digital Inc. do not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For AMTD IDEA Group:
IR Office
EMAIL: ir@amtdinc.com
For AMTD Digital Inc.:
IR Office
EMAIL: ir@amtdigital.com