SCHEDULE 13D

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

166,444,714 shares⁽¹⁾

Shared Voting Power

23,170,265 shares⁽²⁾

Sole Dispositive Power

166,444,714 shares⁽¹⁾

Shared Dispositive Power

23,170,265 shares⁽²⁾

0001193125-23-041062.txt : 20230216 0001193125-23-041062.hdr.sgml : 20230216 20230216160310 ACCESSION NUMBER: 0001193125-23-041062 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20230216 DATE AS OF CHANGE: 20230216 GROUP MEMBERS: AMTD ASSETS ALPHA GROUP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMTD IDEA GROUP CENTRAL INDEX KEY: 0001769731 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-91298 FILM NUMBER: 23638493 BUSINESS ADDRESS: STREET 1: CRICKET SQUARE, HUTCHINS DRIVE STREET 2: P.O. BOX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 BUSINESS PHONE: 852 3163 3288 MAIL ADDRESS: STREET 1: 23-25/F NEXXUS BUILDING STREET 2: 41 CONNAUGHT ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 000000 FORMER COMPANY: FORMER CONFORMED NAME: AMTD International Inc. DATE OF NAME CHANGE: 20190305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMTD Group Co Ltd CENTRAL INDEX KEY: 0001765856 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: VISTRA CORPORATE SERVICES CENTRE STREET 2: WICKHAMS CAY II, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 000000 BUSINESS PHONE: 852 31633288 MAIL ADDRESS: STREET 1: 23-25/F NEXXUS BUILDING STREET 2: 41 CONNAUGHT ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 000000 SC 13D 1 d459485dsc13d.htm SCHEDULE 13D SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

AMTD IDEA GROUP

(Name of Company)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G2957E 101

(CUSIP Number)

AMTD Group Inc.

AMTD Assets Alpha Group

23/F-25/F Nexxus Building

41 Connaught Road Central

Hong Kong

+852 3163 3288

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 6, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1		Names of Reporting Persons AMTD Group Inc.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) AF, OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization British Virgin Islands

Note:

(1)	Representing (i) 23,170,265 Class A ordinary shares directly held by AMTD Education Group, a wholly-owned subsidiary of AMTD Group Inc., and (ii) 143,274,449 Class B ordinary shares directly held by AMTD Group Inc., which may be converted into 143,274,449 Class A ordinary shares at any time.

(2)	Representing 23,170,265 Class A ordinary shares directly held by AMTD Assets Alpha Group. As AMTD Group Inc. holds 80.1% of the issued and outstanding share capital of Assets Alpha Group, AMTD Group Inc. may be deemed to beneficially own the corresponding 23,170,265 Class A ordinary shares.

(3)

The percentage of the class of securities beneficially owned by the reporting person is calculated based on a total of 377,604,189 issued and outstanding ordinary shares (consisting of 144,077,210 Class A ordinary shares and 233,526,979 Class B ordinary shares) of the Issuer as of February 6, 2023, assuming conversion of all Class B ordinary shares into Class A ordinary shares. For the reporting person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s Class A ordinary shares and Class B ordinary shares as a single class. Each Class B ordinary share is entitled to twenty votes per share, whereas each Class A ordinary share is entitled to one vote per share. Each Class B ordinary share is convertible at the option of the holder at any time into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.


1		Names of Reporting Persons AMTD Assets Alpha Group
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Cayman Islands

Note:

(1)	Representing 23,170,265 Class A ordinary shares.

(2)

Explanatory Note

AMTD Group Inc. previously reported its beneficial ownership of the securities of the Issuer (as defined below) on a Schedule 13G, as amended, pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). AMTD Group Inc. is now filing this statement on Schedule 13D because, as of February 6, 2023, the reporting person had acquired beneficial ownership during the preceding 12 months of more than 2% of the issued and outstanding Class A ordinary shares of the Issuer.

Item 1. Security and Issuer.

This Statement on Schedule 13D (this “Statement”) relates to Class A ordinary shares, par value US$0.0001 per share, of AMTD IDEA Group, a company organized under the laws of the Cayman Islands (the “Issuer”), whose principal executive offices are located at 23/F Nexxus Building, 41 Connaught Road Central, Hong Kong.

The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares, each with par value of US$0.0001 per share. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights. Each Class B ordinary share is convertible at the option of the holder at any time into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. Each Class B ordinary share is entitled to twenty votes per share, whereas each Class A ordinary share is entitled to one vote per share.

The Issuer’s American depositary shares (the “ADSs”), each representing two Class A ordinary shares, are listed on the New York Stock Exchange under the symbol “AMTD.”

Item 2. Identity and Background

This Schedule 13D is being filed jointly by AMTD Group Inc. (“AMTD Group”) and AMTD Assets Alpha Group (together with AMTD Group, the “Reporting Persons”, and each, a “Reporting Person”) pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit 99.1.

Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Person except as otherwise provided in Rule 13d-1(k).

AMTD Group is a British Virgin Islands company. AMTD Group Inc. is a conglomerate with core business portfolio spanning across financial services, digital solutions, media and culture, education and training, and premium assets. The principal executive offices of AMTD Group are located at 23/F-25/F Nexxus Building, 41 Connaught Road Central, Hong Kong.

AMTD Assets Alpha Group is a Cayman Islands company. AMTD Assets Alpha Group is a investment holding company. The principal executive offices of AMTD Assets Alpha Group are located at 23/F, Nexxus Building, 41 Connaught Road Central, Hong Kong.

The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of each of the Reporting Persons are set forth on Schedule A hereto and are incorporated herein by reference.

During the last five years, neither the Reporting Persons nor, to the best of their knowledge, any of the persons listed on Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On February 6, 2023, the Issuer acquired 100% of the equity interest in AMTD Assets Group from AMTD Assets Alpha Group for a net purchase consideration of US$268 million, which was settled by the Issuer through the issuance of 30,875,576 newly issued Class B ordinary shares to AMTD Assets Alpha Group, in accordance with a share purchase agreement entered into between AMTD Assets Alpha Group and the Issuer. AMTD Assets Group holds a global portfolio of premium whole building properties, with a fair market value of approximately US$500 million at the time the relevant agreements were entered into. Immediately following the acquisition, the Issuer transferred 100% of the equity interest in AMTD Assets Group to AMTD Digital Inc., a subsidiary of the Issuer, at the same valuation in return for 515,385 newly issued Class B ordinary shares of AMTD Digital Inc., in accordance with a share purchase agreement entered into between the Issuer and AMTD Digital Inc.

Item 4. Purpose of Transaction

The information set forth in Item 3 is hereby incorporated by reference in its entirety.

Except as set forth in this Statement or in the transaction documents described herein, neither the Reporting Persons, nor to the best of their knowledge, any person named in Schedule A hereto, has any present plans or proposals to acquire additional securities of the Issuer. Each of the Reporting Persons and the person named in Schedule A hereto intends to review its shareholding on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.

The percentage of the class of securities beneficially owned by each Reporting Person is calculated based on a total of 377,604,189 issued and outstanding ordinary shares (consisting of 144,077,210 Class A ordinary shares and 233,526,979 Class B ordinary shares) of the Issuer as of February 6, 2023. For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer’s Class A ordinary shares and Class B ordinary shares as a single class. Each Class B ordinary share is entitled to twenty votes per share, whereas each Class A ordinary share is entitled to one vote per share.

Except as disclosed in this Statement, neither the Reporting Persons nor to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Class A ordinary shares of the Issuer during the past 60 days.

Except as disclosed in this Statement, neither the Reporting Persons nor to the best of their knowledge, any of the persons listed in Schedule A hereto, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

The information set forth in Item 3 is hereby incorporated by reference in its entirety.

To the best knowledge of the Reporting Persons, except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons, or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.


Exhibit No.		Description

99.1		Joint Filing Agreement, dated February 16, 2023, between AMTD Assets Alpha Group and AMTD Group Inc.

99.2		Share Subscription Agreement dated August 15, 2022 between AMTD Assets Alpha Group and AMTD IDEA Group

99.3		Share Subscription Agreement dated August 15, 2022 between AMTD Digital Inc. and AMTD IDEA Group

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: February 16, 2023	AMTD Group Inc.

	By:	/s/ Issac See
	Name:	Issac See
	Title:	Company Secretary

	AMTD Assets Alpha Group

	By:	/s/ Issac See
	Name:	Issac See
	Title:	Company Secretary

SCHEDULE A

Directors and Executive Officers of AMTD Group Inc.

The names of the directors and the names and titles of the executive officers of AMTD Group Inc. and their principal occupations are set forth below. Except as stated otherwise below, the business address of the directors and executive officers is c/o AMTD Group Inc., 23/F-25/F Nexxus Building, 41 Connaught Road Central, Hong Kong.

Name

Position with AMTD
Group Inc.

Present Principal
Occupation

Citizenship

Shares
Beneficially
Owned

Directors:

Calvin Choi

Chairman & Chief
Executive Officer

Canadian

65,729,848

Marcellus Wong

Director

Chinese

—

Yu Gao

Director

Chinese

—

Feridun Hamdullahpur⁽¹⁾

Director

Canadian

—

Executive Officers:

Xavier Ho Sum Zee

Chief Financial Officer

Chinese

—

*	The principal occupation is the same as his/her position with AMTD Group Inc.

(1)	The business address of Dr. Feridun Hamdullahpur is University of Waterloo, 200 University Avenue, West Waterloo, Ontario, Canada N2L3G1.

Directors and Executive Officers of AMTD Assets Alpha Group

The name of the director of AMTD Alpha Group and his principal occupation are set forth below. The business address of the director is c/o AMTD Assets Alpha Group, 23/F Nexxus Building, 41 Connaught Road Central, Hong Kong.

Name

Position with AMTD
Assets Alpha Group

Present Principal
Occupation

Citizenship

Shares
Beneficially
Owned

Directors:

Mark Chi Hang Lo

Director

Canadian

—

*	The principal occupation is the same as his/her position with AMTD Assets Alpha Group.

EX-99.1 2 d459485dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Person(s) (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value $0.0001 per share, of AMTD IDEA Group, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 16, 2023.


AMTD Group Inc.

By:		/s/ Issac See
Name:		Issac See
Title:		Company Secretary

AMTD Assets Alpha Group

By:		/s/ Issac See
Name:		Issac See
Title:		Company Secretary

EX-99.2 3 d459485dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

DATED 15 AUGUST 2022

AMTD ASSETS ALPHA GROUP

and

AMTD IDEA GROUP

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 15th day of August 2022 by and between:

AMTD Assets Alpha Group, a company with limited liability duly established and validly existing under the laws of the Cayman Islands (the “Seller”); and

AMTD IDEA Group, a company with limited liability duly established and validly existing under the laws of the Cayman Islands (the “Purchaser”).

The Seller and the Purchaser are each referred to herein as a “Party,” and collectively as the “Parties.”

RECITALS

WHEREAS, The Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller all issued shares of AMTD Assets (defined below) on the terms and conditions set forth in this Agreement. AMTD Assets holds a global portfolio of premium whole building properties, with a fair market value of approximately US$500 million. After deducting the outstanding liabilities associated with the properties, the net asset value of AMTD Assets amounted to approximately US$268 million.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.	DEFINITIONS.

1.1 In addition to the terms defined in the context hereof, the following terms shall have the meanings ascribed to them below.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

“AMTD Assets” means AMTD Assets Group, a company with limited liability duly established and validly existing under the laws of Cayman Islands.

“Applicable Law” means, with respect to any Person, any international, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Business Day” means a day, other than Saturday, Sunday, or other day on which commercial banks in the Cayman Islands or Hong Kong are authorized or required by Applicable Laws to close.

“Class B Shares” means Class B ordinary shares, par value US$0.0001 per share, in the share capital of the Purchaser.

“Closing Date” means the date of the Closing.

“Consent” means any consent, approval, authorization, release, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice to, any Person, including any Governmental Authority or financial institution.

“Consideration Share” means 30,875,576 newly issued and allotted Class B Shares.

“Contract” means any agreement, contract, lease, indenture, instrument, note, debenture, bond, mortgage, or deed of trust or other agreement, commitment, arrangement, or understanding, whether written or oral.

“Control” means, when used with respect to any Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” have correlative meanings.

“Encumbrance” means any security interest, pledge, mortgage, lien, charge, claim, hypothecation, title defect, right of first option or refusal, right of preemption, or other encumbrance of any kind.

“Governmental Authority” means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof.

“Group Company” means each of AMTD Assets and its subsidiaries, and “Group

Companies” refers to all of the Group Companies collectively.

“knowledge” of any Person that is not an individual means the knowledge of such Person’s officers after reasonable inquiry and investigation.

“Material Adverse Effect” means any event, circumstance, change, or effect that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Group Companies taken as a whole, provided, however, that none of the following, either alone or in combination, shall be considered a “Material Adverse Effect”: (i) events, circumstances, changes, or effects that generally affect the industries in which the Group Companies operate (including legal and regulatory changes), (ii) general economic or political conditions or events, circumstances, changes, or effects affecting the markets generally, and (iii) changes caused by a material worsening of current conditions caused by acts of terrorism or war (whether or not declared), social unrest, or health epidemics occurring after the date hereof.

“Person” means an individual, corporation, partnership, limited liability company, association, trust, or other entity or organization, including a Governmental Authority or a financial institution.

“Purchased Shares” means all issued ordinary shares of AMTD Assets.

2.	PURCHASE AND SALE.

2.1 Purchase and Sale. Subject to the terms and conditions hereof, at the Closing (as defined below) the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Purchased Shares for an aggregate purchase price of US$268,000,000 (the “Purchase Price”). Subject to satisfactory completion of due diligence by the Purchaser, the Purchase Price might subject to further adjustments that are mutually agreed by the Purchaser and the Seller.

2.2 Closing. The closing of the transaction as set forth in Section 2.1 (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures subject to and on a day mutually agreed by both Parties after satisfaction or, to the extent permissible, waiver by the Party or Parties entitled to the benefit of the conditions set forth in Section 6 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing), or at such other time or place as the Seller and the Purchaser may agree.

(a) The Purchaser shall, at the Closing, settle the Purchase Price by issue and allot the Consideration Shares to the Seller.

(b) The Purchaser shall (i) cause, at the Closing, its register of members to be updated to reflect the Seller as the record holder of the Consideration Shares, and (ii) deliver to the Seller, within ten (10) Business Days after the Closing, a certified copy of an extract of such updated register of members and a share certificate issued in favor of the Seller representing the Consideration Shares, duly signed for and on behalf of the Purchaser.

(c) The Seller shall (i) cause, at the Closing, register of members of AMTD Assets to be updated to reflect the Purchaser as the record holder of the Purchased Shares, and (ii) deliver to the Purchaser, within ten (10) Business Days after the Closing, a certified copy of an extract of such updated register of members and a share certificate issued in favor of the Purchaser representing the Purchased Shares, duly signed for and on behalf of AMTD Assets.

3.	REPRESENTATIONS AND WARRANTIES OF THE SELLER.

The Seller hereby represents and warrants to the Purchaser as follows:

3.1 Organization, Standing, and Qualification. Each Group Company is duly established, validly existing, and in good standing (or equivalent status in the relevant jurisdiction) under the laws of the place of its establishment and has all requisite power and authorization to own its properties and assets and to carry on its business as now conducted. Each Group Company is duly qualified or licensed to do business in each jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary, except to the extent that the failure to be so qualified or licensed would not have a Material Adverse Effect.

3.2 Authorization; Enforceability; Validity. All corporate actions on the part of the Seller necessary for the authorization, execution, and delivery of, and the performance of the obligations of the Seller under this Agreement have been taken or will be taken prior to the Closing. This Agreement constitutes a valid and binding obligation of the Seller, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.3 Valid Issuance of Purchased Shares. The Purchased Shares, when sold, delivered, and paid for by the Purchaser in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and non-assessable.

3.4 Consents: No Conflicts. All Consents from or with any Person required in connection with the valid execution, delivery, and performance of this Agreement, and the consummation of the transaction contemplated hereunder, other than on the part of the Purchaser, will be duly obtained or completed and are in full force and effect at Closing Date. The execution, delivery, and performance of this Agreement by the Seller do not, and the consummation by the Seller of the transaction contemplated hereunder will not, (i) result in a violation of its memorandum and articles of association, (ii) conflict with or result in a violation of the Applicable Laws, or (iii) conflict with or result in a breach or violation in, or constitute a default under, any Contract to which the Seller is a party, in each case, except to the extent that such violation, conflict, breach, or default would not have a Material Adverse Effect.

3.5 Compliance with Applicable Laws. Each Group Company is, and has been, in compliance with Applicable Laws, except where such non-compliance would not be expected to have a Material Adverse Effect. The Group Companies have all material permits, licenses, authorizations, consents, orders and approvals (“Permits”) that are required in order to carry on their business as presently conducted. All such material Permits are in full force and effect.

3.6 No Undisclosed Liabilities. There are no undisclosed liabilities of any Group Company, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability, other than: (i) liabilities incurred since the balance sheet date in the ordinary course of business, (ii) any other undisclosed liabilities that are not material to AMTD Assets on a consolidated basis, and (iii) any liabilities incurred pursuant to this Agreement.

3.7 Insolvency and Winding Up. No order or petition has been presented or resolution passed for the administration, winding-up, dissolution, or liquidation of any Group Company and no administrator, receiver, or manager has been appointed in respect thereof. None of the Group Companies has commenced any other proceeding under any bankruptcy, reorganization, composition, arrangement, adjustment of debt, release of debtors, dissolution, insolvency, liquidation, or similar Law of any jurisdiction and no such proceedings have been commenced against any Group Company.

3.8 Litigation. There are no pending or, to the knowledge of the Seller, threatened material actions, claims, demands, investigations, examinations, indictments, litigations, suits or other criminal, civil or administrative or investigative proceedings before or by any Governmental Authority or by any other person against any Group Company, except that would not be reasonably expected to have a Material Adverse Effect.

4.	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

The Purchaser represents and warrants to the Seller as follows.

4.1 Authorization. The Purchaser has all requisite power, authority, and capacity to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Purchaser. This Agreement, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, and similar laws affecting creditors’ rights generally and to general equitable principles.

4.2 Organization, Good Standing, and Qualification. The Purchaser is duly established, validly existing, and in good standing under the laws of the jurisdiction of its formation.

5.	COVENANTS.

5.1 Non-Disclosure. Each of the Purchaser and Seller shall, and shall cause their respective Affiliates to: (i) treat and hold as strictly confidential (and not disclose or provide access to any person or entity to) all confidential or proprietary information relating to the transaction contemplated hereby (“Confidential Information”), (ii) in the event that the Purchaser or Seller or any of their respective Affiliates becomes legally compelled to disclose any such information, provide the other Party with prompt written notice of such requirement (to the extent compliant with Applicable Laws) so that the other Party may seek a protective order or other remedy or waive compliance with this Section 5.1, and (iii) in the event that such protective order or other remedy is not obtained, or the other Party chooses to waive compliance with this Section 5.1, furnish only that portion of such confidential information that is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information.

6.	CONDITIONS TO CLOSING.

6.1 Conditions to Obligations of All Parties. The obligations of each Party hereto to consummate the Closing are subject to the satisfaction of the following conditions:

(a) no provision of any Applicable Law or no judgment entered by or with any Governmental Authority with competent jurisdiction, shall be in effect that enjoins, prohibits or materially alters the terms of the transactions contemplated hereby; and

(b) no proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any Governmental Authority.

6.2 Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the Closing are subject to the satisfaction of the following further conditions:

(a) (i) the representations and warranties of the Seller that are qualified hereunder by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date, and (ii) the representations and warranties of the Seller that are not qualified hereunder by materiality or Material Adverse Effect shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date;

(b) the Seller shall have performed or complied with all obligations and conditions herein required to be performed or complied with by the Seller on or prior to the Closing Date, including but not limited to obtaining all necessary approvals for this transaction; and

6.3 Conditions to Obligations of the Seller. The obligations of the Seller to consummate the Closing are subject to the satisfaction of the following further conditions:

(a) the representations and warranties of the Purchaser herein shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date; and

(b) the Purchaser shall have performed all obligations and conditions herein required to be performed or observed by the Purchaser on or prior to the Closing Date.

7.	TERMINATION

7.1 Grounds for Termination

This Agreement may be terminated at any time prior to the Closing: (a) by the mutual written consent of each party hereto;

(b) by the Purchaser if the Closing shall not have occurred on or before February 28, 2023; provided that such right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date; or

(c) by any party in the event that any Governmental Authority shall have issued a judgment or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such judgment or other action shall have become final and non-appealable.

The party desiring to terminate this Agreement pursuant to Section 7.1(b) or Section 7.1(c) shall give notice of such termination to the other parties hereto specifying the provision hereof pursuant to which such termination is made.

7.2 Effect of Termination

In the event of termination of this Agreement, this Agreement shall forthwith become void and of no further force or effect (except for Error! Reference source not found., which shall survive such termination) and there shall be no liability on the part of any party hereto except that nothing herein shall relieve any party from any liability for Losses for any breach of this Agreement.

8.	MISCELLANEOUS.

8.1 Indemnity.

(a) Each Party shall indemnify the other Party and its directors, officers, employees, and agents (in each case, the indemnifying party as the “Indemnifying Party” and each of the indemnified parties as the “Indemnitee”), as applicable, against any losses, liabilities, damages, liens, penalties, diminution in value, costs, and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing, incurred by such Indemnitee (the “Indemnifiable Loss”) as a result of (i) any breach or violation of any representation or warranty made by the Indemnifying Party, or (ii) any breach by the Indemnifying Party of any covenant or agreement contained herein.

(b) If an Indemnitee believes that it has a claim that may give rise to an indemnity obligation hereunder, it shall promptly notify the Indemnifying Party stating specifically the basis on which such claim is being made, the material facts related thereto, and (if ascertainable or quantifiable) the amount of the claim asserted. In the event of a third-party claim against an Indemnitee for which such Indemnitee seeks indemnification from the Indemnifying Party, no settlement shall be deemed conclusive with respect whether there was an Indemnifiable Loss or the amount of such Indemnifiable Loss unless such settlement is consented to by the Indemnifying Party. Any dispute related to this Section 8.1(b) shall be resolved pursuant to Section 8.14 hereof.

(c) The amount of Indemnifiable Loss for which the Indemnitee may be indemnified by the Indemnifying Party under this Agreement shall be limited to the Purchase Price actually paid by the Purchaser.

(d) Notwithstanding any other provision contained herein, this Section 8.1 shall be the sole and exclusive monetary remedy of each Party for any claim arising out of or resulting from this Agreement and the transactions contemplated hereby, except that no limitation or exceptions with respect to the obligations or liabilities on any Party provided in Section 8.1(c) shall apply to an Indemnifiable Loss arising due to the fraud or willful misconduct of such Party.

8.2 Governing Law. This Agreement shall be governed by and construed in accordance with the law of Cayman Islands as to matters within the scope thereof, without regard to its principles of conflicts of laws.

8.3 Survival. The representations and warranties made herein shall survive for two (2) years after the Closing.

8.4 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the Parties. This Agreement and the rights and obligations therein may not be assigned by a Party without the written consent of the other Parties.

8.5 Entire Agreement. This Agreement and the schedules and exhibits hereto constitute the entire understanding and agreement between the Parties with regard to the subjects hereof and thereof; provided, however, that nothing in this Agreement shall be deemed to terminate or supersede the provisions of any applicable confidentiality and non-disclosure agreements executed by the Parties prior to the date hereof, which agreements shall continue in full force and effect until terminated in accordance with their respective terms.

8.6 Notices. Except as may be otherwise provided herein, all notices, requests, waivers, and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (i) when hand delivered to a Party, upon delivery; (ii) when sent by facsimile at the number set forth in Exhibit A hereto, upon receipt of confirmation of error-free transmission; (iii) seven (7) Business Days after deposit in the mail as air mail or certified mail, receipt requested, postage prepaid, and addressed to the relevant Party or Parties as set forth in Exhibit A; or (iv) three (3) Business Days after deposit with an overnight delivery service, postage prepaid, addressed to the relevant Parties as set forth in Exhibit A with next business day delivery guaranteed, provided that the sending Party receives a confirmation of delivery from the delivery service provider.

Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto, but the absence of such confirmation shall not affect the validity of any such communication. A Party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 8.6, by giving the other parties written notice of the new address in the manner set forth above.

8.7 Amendments. Any term of this Agreement may be amended only with the written consent of the Seller and the Purchaser.

8.8 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any Party, upon any breach or default of any other Party under this Agreement, shall impair any such right, power, or remedy of such Party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach of default thereafter occurring; nor shall any waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character of any breach or default under this Agreement or any waiver thereof, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to the Parties shall be cumulative and not alternative.

8.9 Finder’s Fees. Each Party represents and warrants to the other Parties that it has retained no finder or broker in connection with the transactions contemplated by this Agreement.

8.10 Interpretation; Titles and Subtitles. This Agreement shall be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless otherwise expressly provided herein, all references to Sections and Exhibits herein are to Sections and Exhibits of this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

8.11 Counterparts. This Agreement may be executed (including facsimile signature) in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

8.12 Severability. If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the parties. In such event, the parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the parties’ intent in entering into this Agreement.

8.13 Further Assurances. Each Party shall from time to time and at all times hereafter make, do, execute, or cause or procure to be made, done, and executed such further acts, deeds, conveyances, consents, and assurances without further consideration, which may reasonably be required to effect the transactions contemplated by this Agreement.

8.14 Dispute Resolution.

(a) Consultation Between Parties. Any dispute, controversy or, claim or difference of any kind whatsoever arising out of, relating to, or in connection with this Agreement, or the breach, termination, or invalidity hereof (including the validity, scope, and enforceability of this arbitration provision) (the “Dispute”) shall first be attempted to be resolved through consultation between the Parties in good faith for a period of thirty (30) days after written notice has been sent by registered mail by any Party to the other Party (the “Consultation Period”).

(b) Arbitration. If the Dispute remains unresolved upon expiration of the Consultation Period, any Party may in its sole discretion elect to submit the matter to arbitration with notice to any other Party or Parties. The arbitration shall be conducted in Cayman Islands

8.15 Expenses. The Purchaser and the Seller shall bear their own cost and expense for consummation of the transaction contemplated hereunder.

8.16 Rights of Third Parties. Unless otherwise stated, a person who is not a party to this Agreement has no right to enforce any term of this Agreement. The Parties do not require the consent of any Person that is not party to this Agreement to rescind or vary this Agreement at any time.

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.


THE SELLER:

AMTD ASSETS ALPHA GROUP

By:		/s/ Lo Chi Hang
		Name: Lo Chi Hang
		Title: Director

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.


THE PURCHASER:

AMTD IDEA GROUP

By:		/s/ Dr. Feridun Hamdullahpur
		Name: Dr. Feridun Hamdullahpur
		Title: Director

EXHIBIT A

Notices

To the Seller


Address:		23/F-25/F, Nexxus Building, 41 Connaught Road Central, Hong Kong

Email:		issac.see@amtdgroup.com

Attention:		Issac See

To the Purchaser


Address:		23/F, Nexxus Building, 41 Connaught Road Central, Hong Kong

Email:		issac.see@amtdgroup.com

Attention:		Issac See

EX-99.3 4 d459485dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

DATED 15 AUGUST 2022

AMTD IDEA GROUP

and

AMTD DIGITAL INC.

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 15th day of August 2022 by and between:

AMTD IDEA Group, a company with limited liability duly established and validly existing under the laws of the Cayman Islands (the “Seller”); and

AMTD Digital Inc., a company with limited liability duly established and validly existing under the laws of the Cayman Islands (the “Purchaser”).

The Seller and the Purchaser are each referred to herein as a “Party,” and collectively as the “Parties.”

RECITALS

1.	DEFINITIONS.

1.1

In addition to the terms defined in the context hereof, the following terms shall have the meanings ascribed to them below.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

“AMTD Assets” means AMTD Assets Group, a company with limited liability duly established and validly existing under the laws of Cayman Islands.

“Business Day” means a day, other than Saturday, Sunday, or other day on which commercial banks in the Cayman Islands or Hong Kong are authorized or required by Applicable Laws to close.

“Class B Shares” means Class B ordinary shares, par value US$0.0001 per share, in the share capital of the Purchaser.

“Closing Date” means the date of the Closing.

“Consent” means any consent, approval, authorization, release, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice to, any Person, including any Governmental Authority or financial institution.

“Consideration Share” means 515,385 newly issued and allotted Class B Shares. “Contract” means any agreement, contract, lease, indenture, instrument, note, debenture, bond, mortgage, or deed of trust or other agreement, commitment, arrangement, or understanding, whether written or oral.

“Control” means, when used with respect to any Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” have correlative meanings.

“Encumbrance” means any security interest, pledge, mortgage, lien, charge, claim, hypothecation, title defect, right of first option or refusal, right of preemption, or other encumbrance of any kind.

“Governmental Authority” means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof.

“Group Company” means each of AMTD Assets and its subsidiaries, and “Group Companies” refers to all of the Group Companies collectively.

“knowledge” of any Person that is not an individual means the knowledge of such Person’s officers after reasonable inquiry and investigation.

“Material Adverse Effect” means any event, circumstance, change, or effect that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Group Companies taken as a whole, provided, however, that none of the following, either alone or in combination, shall be considered a “Material Adverse Effect”: (i) events, circumstances, changes, or effects that generally affect the industries in which the Group Companies operate (including legal and regulatory changes), (ii) general economic or political conditions or events, circumstances, changes, or effects affecting the markets generally, and (iii) changes caused by a material worsening of current conditions caused by acts of terrorism or war (whether or not declared), social unrest, or health epidemics occurring after the date hereof.

“Person” means an individual, corporation, partnership, limited liability company, association, trust, or other entity or organization, including a Governmental Authority or a financial institution.

“Purchased Shares” means all issued ordinary shares of AMTD Assets.

2.	PURCHASE AND SALE.

2.2 Closing. The closing of the transaction as set forth in Section 2.1 (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures subject to and on a day mutually agreed by both Parties after satisfaction or, to the extent permissible, waiver by the Party or Parties entitled to the benefit of the conditions set forth in Section 6 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing), or at such other time or place as the Seller and the Purchaser may agree.

(a) The Purchaser shall, at the Closing, settle the Purchase Price by issue and allot the Consideration Shares to the Seller.

3.	REPRESENTATIONS AND WARRANTIES OF THE SELLER.

The Seller hereby represents and warrants to the Purchaser as follows:

3.4 Consents; No Conflicts. All Consents from or with any Person required in connection with the valid execution, delivery, and performance of this Agreement, and the consummation of the transaction contemplated hereunder, other than on the part of the Purchaser, will be duly obtained or completed and are in full force and effect at Closing Date. The execution, delivery, and performance of this Agreement by the Seller do not, and the consummation by the Seller of the transaction contemplated hereunder will not, (i) result in a violation of its memorandum and articles of association, (ii) conflict with or result in a violation of the Applicable Laws, or (iii) conflict with or result in a breach or violation in, or constitute a default under, any Contract to which the Seller is a party, in each case, except to the extent that such violation, conflict, breach, or default would not have a Material Adverse Effect.

4.	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

The Purchaser represents and warrants to the Seller as follows.

4.2 Organization, Good Standing. and Qualification. The Purchaser is duly established, validly existing, and in good standing under the laws of the jurisdiction of its formation.

5.	COVENANTS.

6.	CONDITIONS TO CLOSING.

6.1 Conditions to Obligations of All Parties. The obligations of each Party hereto to consummate the Closing are subject to the satisfaction of the following conditions:

6.2 Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the Closing are subject to the satisfaction of the following further conditions:

(d) the transaction between the Seller and AMTD Assets Alpha Group shall have completed, and the Seller shall have become the legal owner of the Purchased Shares such that it is eligible to sell the Purchased Shares on the Closing Date.

6.3 Conditions to Obligations of the Seller. The obligations of the Seller to consummate the Closing are subject to the satisfaction of the following further conditions:

(a) the representations and warranties of the Purchaser herein shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date; and

(b) the Purchaser shall have performed all obligations and conditions herein required to be performed or observed by the Purchaser on or prior to the Closing Date.

7.	TERMINATION

7.1 Grounds for Termination

This Agreement may be terminated at any time prior to the Closing: (a) by the mutual written consent of each party hereto;

7.2 Effect of Termination

In the event of termination of this Agreement, this Agreement shall forthwith become void and of no further force or effect (except for Error! Reference source not found., w hich shall survive such termination) and there shall be no liability on the part of any party hereto except that nothing herein shall relieve any party from any liability for Losses for any breach of this Agreement.

8.	MISCELLANEOUS.

8.1 Indemnity.

(b) If an Indemnitee believes that it has a claim that may give rise to an indemnity obligation hereunder, it shall promptly notify the Indemnifying Party stating specifically the basis on which such claim is being made, the material facts related thereto, and (if ascertainable or quantifiable) the amount of the claim asserted. In the event of a third-party claim against an Indemnitee for which such Indemnitee seeks indemnification from the Indemnifying Party, no settlement shall be deemed conclusive with respect whether there was an Indemnifiable Loss or the amount of such Indemnifiable Loss unless such settlement is consented to by the Indemnifying Party. Any dispute related to this Section 8.l(b) shall be resolved pursuant to Section 8.14 hereof.

(c) The amount of Indemnifiable Loss for which the Indemnitee may be indemnified by the Indemnifying Party under this Agreement shall be limited to the Purchase Price actually paid by the Purchaser.

8.3 Survival. The representations and warranties made herein shall survive for two (2) years after the Closing.

8.7 Amendments. Any term of this Agreement may be amended only with the written consent of the Seller and the Purchaser.

8.9 Finder’s Fees. Each Party represents and warrants to the other Parties that it has retained no finder or broker in connection with the transactions contemplated by this Agreement.

8.14 Dispute Resolution.

8.15 Expenses. The Purchaser and the Seller shall bear their own cost and expense for consummation of the transaction contemplated hereunder.

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.


THE SELLER:

AMTD IDEA GROUP

By:		/s/ Dr. Feridun Hamdullahpur
Name: Dr. Feridun Hamdullahpur
Title: Director

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.


THE PURCHASER: AMTD DIGITAL INC.

By:		/s/ Lo Chi Hang
Name: Lo Chi Hang
Title: Director

EXHIBIT A

Notices

To the Seller


Address:		23/F, Nexxus Building, 41 Connaught Road Central, Hong Kong

Email:		issac.see@amtdgroup.com

Attention:		Issac See

To the Purchaser

Address:		25/F, Nexxus Building, 41 Connaught Road Central, Hong Kong

Email:		issac.see@amtdgroup.com

Attention:		Issac See