SEC Comment Letter 0000000000-23-007832 to AMTD IDEA GROUP (AMTD) (CIK 0001769731) (AMTD)
AMTD IDEA GROUP (AMTD) (CIK 0001769731)
Date: July 21, 2023 · CIK: 0001769731 · Accession: 0000000000-23-007832
AI Filing Summary & Sentiment
File numbers found in text: 001-39006
Letter
United States securities and exchange commission logo July 21, 2023 Xavier Zee Chief Financial Officer AMTD IDEA Group 23/F Nexxus Building 41 Connaught Road Central Hong Kong Re:AMTD IDEA Group Form 20-F for the Fiscal Year Ended December 31, 2022 Filed April 28, 2023 File No. 001-39006 Dear Xavier Zee: We have limited our review of your filing to the submission and/or disclosures as required by Item16I of Form 20-F and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. After reviewing your response to these comments, we may have additional comments. Form 20-F for the Fiscal Year Ended December 31, 2022 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 120 1.We note your statement that you reviewed the Company’s register of members and public filings made by its shareholders in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3). 2.In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For
FirstName LastNameXavier Zee Comapany NameAMTD IDEA Group July 21, 2023 Page 2 FirstName LastName Xavier Zee AMTD IDEA Group July 21, 2023 Page 2 instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure. 3.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and (b)(5) are provided for solely for “AMTD IDEA Group.” We also note that your list of principal subsidiaries and consolidated affiliated entities in Exhibit 8.1 appears to indicate that you have consolidated foreign operating entities in Hong Kong and countries outside China that are not included in your VIEs. Please note that Item 16I(b) requires that you provide disclosures for yourself and your consolidated foreign operating entities, including variable interest entities or similar structures. •With respect to (b)(2), please supplementally clarify the jurisdictions in which your material consolidated foreign operating entities are organized or incorporated and provide the percentage of your shares or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating entities in your supplemental response. •With respect to (b)(3) and (b)(5), please provide the required information for you and all of your consolidated foreign operating entities in your supplemental response. 4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is "to our knowledge." Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Austin Pattan at 202-551-6756 or Jennifer Gowetski at 202-551-3401with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: Shu Du
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United States securities and exchange commission logo
July 21, 2023
Xavier Zee
Chief Financial Officer
AMTD IDEA Group
23/F Nexxus Building
41 Connaught Road Central
Hong Kong
Re:AMTD IDEA Group
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 28, 2023
File No. 001-39006
Dear Xavier Zee:
We have limited our review of your filing to the submission and/or disclosures as
required by Item16I of Form 20-F and have the following comments. In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 120
1.We note your statement that you reviewed the Company’s register of members and public
filings made by its shareholders in connection with your required submission under
paragraph (a). Please supplementally describe any additional materials that were reviewed
and tell us whether you relied upon any legal opinions or third party certifications such as
affidavits as the basis for your submission. In your response, please provide a similarly
detailed discussion of the materials reviewed and legal opinions or third party
certifications relied upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
FirstName LastNameXavier Zee
Comapany NameAMTD IDEA Group
July 21, 2023 Page 2
FirstName LastName
Xavier Zee
AMTD IDEA Group
July 21, 2023
Page 2
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and (b)(5) are provided
for solely for “AMTD IDEA Group.” We also note that your list of principal subsidiaries
and consolidated affiliated entities in Exhibit 8.1 appears to indicate that you have
consolidated foreign operating entities in Hong Kong and countries outside China that are
not included in your VIEs. Please note that Item 16I(b) requires that you provide
disclosures for yourself and your consolidated foreign operating entities, including
variable interest entities or similar structures.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
material consolidated foreign operating entities are organized or incorporated and
provide the percentage of your shares or the shares of your consolidated operating
entities owned by governmental entities in each foreign jurisdiction in which you
have consolidated operating entities in your supplemental response.
•With respect to (b)(3) and (b)(5), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is "to our knowledge." Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Austin Pattan at 202-551-6756 or Jennifer Gowetski at 202-551-3401with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Shu Du