SEC Comment Letter 0000000000-23-009524 to AMTD Digital Inc. (HKD) (CIK 0001809691) (HKD)
AMTD Digital Inc. (HKD) (CIK 0001809691)
Date: Aug. 29, 2023 · CIK: 0001809691 · Accession: 0000000000-23-009524
AI Filing Summary & Sentiment
File numbers found in text: 001-40463
Letter
United States securities and exchange commission logo August 29, 2023 Xavier Zee Chief Financial Officer AMTD Digital Inc. 27-29 rue de Bassano 75008 Paris Re:AMTD Digital Inc. Form 20-F for the Fiscal Year Ended April 30, 2023 File No. 001-40463 Dear Xavier Zee: We have limited our review of your filing to the submission and/or disclosures as required by Item 16I 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 April 30, 2023 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 120 1.We note your statement that you reviewed your register of members as of August 23, 2023, and public filings, including Schedule 13Gs and Schedule 13Ds and amendments thereto, made by your 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 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
FirstName LastNameXavier Zee Comapany NameAMTD Digital Inc. August 29, 2023 Page 2 FirstName LastName Xavier Zee AMTD Digital Inc. August 29, 2023 Page 2 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 your disclosure pursuant to Item Item 16I(b)(3) addresses ownership or control by governmental entities in the PRC. However, we note your definition of PRC on p. ii distinguishes between mainland China and Hong Kong. Please supplementally tell us the ownership or control by governmental entities in Hong Kong as well as China. 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 Jimmy McNamara at 202-551-7349 or Andrew Mew at 202-551- 3377 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: Shu Du
Show Raw Text
United States securities and exchange commission logo
August 29, 2023
Xavier Zee
Chief Financial Officer
AMTD Digital Inc.
27-29 rue de Bassano
75008 Paris
Re:AMTD Digital Inc.
Form 20-F for the Fiscal Year Ended April 30, 2023
File No. 001-40463
Dear Xavier Zee:
We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I 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 April 30, 2023
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 120
1.We note your statement that you reviewed your register of members as of August 23,
2023, and public filings, including Schedule 13Gs and Schedule 13Ds and amendments
thereto, made by your 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
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
FirstName LastNameXavier Zee
Comapany NameAMTD Digital Inc.
August 29, 2023 Page 2
FirstName LastName
Xavier Zee
AMTD Digital Inc.
August 29, 2023
Page 2
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 your disclosure pursuant to Item Item 16I(b)(3) addresses ownership or control
by governmental entities in the PRC. However, we note your definition of PRC on p. ii
distinguishes between mainland China and Hong Kong. Please supplementally tell us the
ownership or control by governmental entities in Hong Kong as well as China.
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 Jimmy McNamara at 202-551-7349 or Andrew Mew at 202-551-
3377 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Shu Du