Exhibit 99.1
AMTD IDEA GROUP
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2022
Six months ended June 30, | ||||||||||||
Notes | 2021 | 2022 | ||||||||||
HK$ | HK$ | |||||||||||
REVENUE | ||||||||||||
Fee and commission income | 3 | 351,522,552 | 474,800,943 | |||||||||
Digital solutions and other services | 3 | — | 56,018,141 | |||||||||
Fashion and luxury media advertising and marketing services | 3 | — | 7,667,252 | |||||||||
Dividend and gain related to disposed investment | 3 | 167,824,938 | 50,213,509 | |||||||||
519,347,490 | 588,699,845 | |||||||||||
Net fair value changes on financial assets at fair value through profit or loss and stock loan | 3 | 240,006,805 | (141,508,552 | ) | ||||||||
Net fair value changes on derivative financial asset s | (36,005,365 | ) | 475,415,376 | |||||||||
723,348,930 | 922,606,669 | |||||||||||
Other income | 3 | 71,500,916 | 57,603,453 | |||||||||
Other operating expenses | (41,768,252 | ) | (60,621,102 | ) | ||||||||
Staff costs | (43,133,986 | ) | (59,046,165 | ) | ||||||||
Share of profit or losses of associates | — | (88,450 | ) | |||||||||
Finance costs | (6,401,352 | ) | (2,494,024 | ) | ||||||||
Net fair value changes on derivat ive financial liability | (742,618 | ) | 13,347,266 | |||||||||
PROFIT BEFORE TAX | 702,803,638 | 871,307,647 | ||||||||||
Income tax expense | (73,116,457 | ) | (69,912,890 | ) | ||||||||
PROFIT FOR THE PERIOD | 629,687,181 | 801,394,757 | ||||||||||
Attributable to: | ||||||||||||
Owners of the parent | 567,049,552 | 741,618,999 | ||||||||||
Holders of perpetual securities | 62,771,749 | 61,212,612 | ||||||||||
Non-controlling interests | (134,120 | ) | (1,436,854 | ) | ||||||||
629,687,181 | 801,394,757 | |||||||||||
EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT | ||||||||||||
Class A ordinary shares: | ||||||||||||
Basic (HK$ per share) | 4 | 2.31 | 2.55 | |||||||||
Diluted (HK$ per share) | 4 | 2.31 | 2.55 | |||||||||
Class B ordinary shares: | ||||||||||||
Basic (HK$ per share) | 4 | 2.31 | 2.55 | |||||||||
Diluted (HK$ per share) | 4 | 2.31 | 2.55 | |||||||||
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AMTD IDEA GROUP
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT DECEMBER 31, 2021 AND JUNE 30, 2022
Notes | Dec 31, 2021 | Jun 30, 2022 | ||||||||||
HK$ | HK$ | |||||||||||
Assets | ||||||||||||
Current assets | ||||||||||||
Accounts receivable | 5 | 86,514,680 | 604,275,555 | |||||||||
Prepayments, deposits and other receivables | 21,916,382 | 332,946,735 | ||||||||||
Due from immediate holding company | 2,144,975,230 | 4,554,755,078 | ||||||||||
Derivative financial asset s | 6 | 969,894,519 | 1,445,309,895 | |||||||||
Other assets | 136,065,738 | 97,482,172 | ||||||||||
Cash and bank balances | 526,206,108 | 140,261,201 | ||||||||||
Total current assets | 3,885,572,657 | 7,175,030,636 | ||||||||||
Non-current assets | ||||||||||||
Property, plant and equipment | 67,131 | 1,720,726 | ||||||||||
Right of use assets | — | 2,061,690 | ||||||||||
Investment in associate s | — | 15,291,327 | ||||||||||
Goodwill | 8 | — | 58,675,041 | |||||||||
Other intangible assets | 8 | 15,171,170 | 737,726,551 | |||||||||
Financial assets at fair value through profit or loss | 6 | 2,574,695,685 | 1,436,656,772 | |||||||||
Stock loan | 6 | 211,331,400 | 284,939,600 | |||||||||
Total non-current assets | 2,801,265,386 | 2,537,071,707 | ||||||||||
Total assets | 6,686,838,043 | 9,712,102,343 | ||||||||||
Equity and liabilities | ||||||||||||
Current liabilities | ||||||||||||
Accounts payable | 7 | 155,020,918 | 282,463,255 | |||||||||
Bank borrowings | 388,870,500 | 161,132,094 | ||||||||||
Other payables and accruals | 92,225,549 | 185,784,757 | ||||||||||
Lease liabilities | — | 2,778,798 | ||||||||||
Provision | — | 31,814,184 | ||||||||||
Tax payable | 136,124,845 | 127,928,437 | ||||||||||
Total current liabilities | 772,241,812 | 791,901,525 | ||||||||||
Non-current liabilities | ||||||||||||
Deferred tax liabilities | — | 76,716,735 | ||||||||||
Derivative financial liability | 13,752,673 | — | ||||||||||
Convertible bond | 111,970,384 | — | ||||||||||
Total non-current liabilities | 125,723,057 | 76,716,735 | ||||||||||
Total liabilities | 897,964,869 | 868,618,260 | ||||||||||
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AMTD IDEA GROUP
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(CONTINUED)
AS AT DECEMBER 31, 2021 AND JUNE 30, 2022
Dec 31, 2021 | Jun 30, 2022 | |||||||
HK$ | HK$ | |||||||
Equity | ||||||||
Class A ordinary shares (par value of US$0.0001 as of December 31, 2021 and June 30, 2022; 8,000,000,000 shares authorized as of December 31, 2021 and June 30, 2022; 62,327,851 and 144,077,210 issued and outstanding shares as of December 31, 2021 and June 30, 2022, respectively) | 48,838 | 92,706 | ||||||
Class B ordinary shares (par value of US$0.0001 as of December 31, 2021 and June 30, 2022; 2,000,000,000 shares authorized as of December 31, 2021 and June 30, 2022; 183,283,628 and 233,526,979 issued and shares as of December 31, 2021 and June 30, 2022, respectively) | 143,864 | 203,154 | ||||||
Treasury shares | (5,000,000,000 | ) | (5,000,000,000 | ) | ||||
Capital reserve | 4,551,183,728 | 6,774,769,610 | ||||||
Exchange reserve | 1,466,991 | 1,794,046 | ||||||
Retained profits | 4,449,489,995 | 5,191,108,994 | ||||||
Total equity attributable to ordinary shareholders of the Company | 4,002,333,416 | 6,967,968,510 | ||||||
Non-controlling interests | 15,496,320 | 105,084,217 | ||||||
Perpetual securities | 1,771,043,438 | 1,770,431,356 | ||||||
Total equity | 5,788,873,174 | 8,843,484,083 | ||||||
Total liabilities and equity | 6,686,838,043 | 9,712,102,343 | ||||||
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1 | CORPORATE INFORMATION |
AMTD IDEA Group (the “Company”) (formerly known as AMTD International Inc. or AMTD Inc.) is a limited liability company incorporated in Cayman Islands on February 4, 2019. The Company completed its initial public offering on New York Stock Exchange on August 5, 2019 and its shares are listed through admission on Singapore Exchange on April 8, 2020. The Company is an investment holding company. The Company and its subsidiaries (collectively referred to as the “Group”) are involved in investment banking, the provision of financial advisory services, assets management services, strategic investments, digital solutions and other services, and fashion and luxury media advertising and marketing services. The Company’s ultimate holding company is AMTD Group Company Limited (“AMTD Group”), a company incorporated in the British Virgin Islands.
2 | BASIS OF PRESENTATION |
Basis of preparation
Except as described below for the newly application of accounting policies, the Group’s condensed consolidated financial information has been prepared in accordance with the same accounting policies adopted in the Group’s last annual consolidated financial statements as at and for the year ended December 31, 2021 (“Annual Financial Statements”) included in Form 20-F filed on April 18, 2022 and should be read in conjunction with the Annual Financial Statements. They do not include all of the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRSs”). However, selected explanatory notes are included to explain events and transactions that are significant for understanding of the changes in the Group’s financial position and performance since the Annual Financial Statements.
Accounting policies newly applied by the Group
Business combinations under common control
The Company and AMTD Digital Inc. (“AMTD Digital”) are under common control of AMTD Group. The Company accounts for the business combination between entities under common control using historical carrying values and under prospective basis (referred to herein as predecessor accounting). For predecessor accounting:
• | Assets and liabilities of the acquired entity are stated at carrying amounts. Fair value measurement is not required. |
• | Income statement reflects the results of the combining parties. |
• | No new goodwill arises in predecessor accounting: |
• | Any difference between the consideration given and the aggregate carrying value of the assets and liabilities of the acquired entity at the date of the transaction is recognized in equity. |
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3. | REVENUE AND OTHER INCOME |
An analysis of revenue is as follows:
Six months ended June 30, | ||||||||
2021 | 2022 | |||||||
HK$ | HK$ | |||||||
Revenue from contracts with customers | ||||||||
Investment banking | ||||||||
Investment banking fee and income | 291,497,733 | 435,985,156 | ||||||
Asset management | ||||||||
Management fee and performance-based incentive fee | 42,543,660 | 9,352,544 | ||||||
Brokerage and handling fees | 16,984,991 | 29,177,645 | ||||||
Others | 496,168 | 285,598 | ||||||
60,024,819 | 38,815,787 | |||||||
Digital solutions and other services | ||||||||
Digital | — | 56,018,141 | ||||||
Fashion and luxury media advertising and marketing services | ||||||||
Fashion and luxury media advertising and marketing services income | — | 7,667,252 | ||||||
351,522,552 | 538,486,336 | |||||||
Revenue from other sources | ||||||||
Strategic investments | ||||||||
Dividend income | 48,711,208 | 50,213,509 | ||||||
Gain related to disposed investments | 119,113,730 | — | ||||||
167,824,938 | 50,213,509 | |||||||
Net fair value changes on financial assets at fair value through profit or loss and stock loan | ||||||||
-from listed equity shares, at quoted price | 36,005,365 | (300,371,893 | ) | |||||
-from unlisted equity shares and movie income right investments | 204,001,440 | 158,863,341 | ||||||
Total net fair value changes on financial assets at fair value through profit or loss and stock loan | 240,006,805 | (141,508,552 | ) | |||||
Net fair value changes on derivative financial asset s | ||||||||
-from derivative financial asset s | (36,005,365 | ) | 475,415,376 | |||||
204,001,440 | 333,906,824 | |||||||
Total revenue | 723,348,930 | 922,606,669 | ||||||
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3. | REVENUE AND OTHER INCOME (CONTINUED) |
(i) | Disaggregated revenue information |
The Company assesses revenues based upon the nature or type of goods or services it provides and the operating segments of the related businesses. The following tables present disaggregated revenue information:
For the six months ended June 30, 2021
Segments | Investment banking | Asset management | Strategic investment | Total | ||||||||||||
HK$ | HK$ | HK$ | HK$ | |||||||||||||
Investment banking | ||||||||||||||||
Underwriting commission and brokerage fee | 21,904,493 | — | — | 21,904,493 | ||||||||||||
Financial advisory fee | 269,593,240 | — | — | 269,593,240 | ||||||||||||
Asset management | ||||||||||||||||
Management fee and performance | ||||||||||||||||
-based incentive fee | — | 42,543,660 | — | 42,543,660 | ||||||||||||
Brokerage and handling fee | — | 16,984,991 | — | 16,984,991 | ||||||||||||
Strategic investment | ||||||||||||||||
Net fair value changes on financial assets at fair value through profit or loss and stock loan | — | — | 240,006,805 | 240,006,805 | ||||||||||||
Net fair value changes on derivative financial asset s | — | — | (36,005,365 | ) | (36,005,365 | ) | ||||||||||
Gain related to disposed investment | — | — | 119,113,730 | 119,113,730 | ||||||||||||
Dividend income | — | — | 48,711,208 | 48,711,208 | ||||||||||||
Others | — | 496,168 | — | 496,168 | ||||||||||||
Total | 291,497,733 | 60,024,819 | 371,826,378 | 723,348,930 | ||||||||||||
Segments | Investment banking | Asset management | Total | |||||||||
HK$ | HK$ | HK$ | ||||||||||
Timing of revenue recognition | ||||||||||||
Services transferred at a point in time | 291,259,872 | 17,481,159 | 308,741,031 | |||||||||
Services transferred over time | 237,861 | 42,543,660 | 42,781,521 | |||||||||
Total revenue from contracts with customers | 291,497,733 | 60,024,819 | 351,522,552 | |||||||||
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3. | REVENUE AND OTHER INCOME (CONTINUED) |
(i) | Disaggregated revenue information (continued) |
For the six months ended June 30, 2022
Segments | Investment banking | Asset management | Digital solutions and other services 1 | Fashion and luxury media advertising and marketing services 2 | Strategic investment | Total | ||||||||||||||||||
HK$ | HK$ | HK$ | HK$ | HK$ | HK$ | |||||||||||||||||||
Investment banking | ||||||||||||||||||||||||
Underwriting commission and brokerage fee | 89,585,893 | — | — | — | — | 89,585,893 | ||||||||||||||||||
Financial advisory fee | 346,399,263 | — | — | — | — | 346,399,263 | ||||||||||||||||||
Asset management | ||||||||||||||||||||||||
Management fee and performance -based incentive fee | — | 9,352,544 | — | — | — | 9,352,544 | ||||||||||||||||||
Brokerage and handling fee | — | 29,177,645 | — | — | — | 29,177,645 | ||||||||||||||||||
Digital solutions and other services | ||||||||||||||||||||||||
Insurance brokerage services | — | — | 1,549,561 | — | — | 1,549,561 | ||||||||||||||||||
Digital solutions | — | — | 54,468,580 | — | — | 54,468,580 | ||||||||||||||||||
Fashion and luxury media advertising and marketing services | ||||||||||||||||||||||||
Fashion and luxury media advertising and marketing services | — | — | — | 7,667,252 | — | 7,667,252 | ||||||||||||||||||
Strategic investment | ||||||||||||||||||||||||
Net fair value changes on financial assets at fair value through profit or loss and stock loan | — | — | — | — | (141,508,552 | ) | (141,508,552 | ) | ||||||||||||||||
Net fair value changes on derivative financial asset s | — | — | — | — | 475,415,376 | 475,415,376 | ||||||||||||||||||
Dividend income | — | — | — | — | 50,213,509 | 50,213,509 | ||||||||||||||||||
Others | — | 285,598 | — | — | — | 285,598 | ||||||||||||||||||
Total | 435,985,156 | 38,815,787 | 56,018,141 | 7,667,252 | 384,120,333 | 922,606,669 | ||||||||||||||||||
1 | Digital solutions and other services segment represents the business of AMTD Digital which was acquired in February 2022. |
2 | Fashion and luxury media advertising and marketing services segment represents the business of L’Officiel Inc. SAS (“L’Officiel”) which was acquired in April 2022. |
Segments | Investment banking | Asset management | Digital solutions and other services | Fashion and luxury media advertising and marketing services | Total | |||||||||||||||
HK$ | HK$ | HK$ | HK$ | HK$ | ||||||||||||||||
Timing of revenue recognition | ||||||||||||||||||||
Services transferred at a point in time | 435,985,156 | 29,463,243 | 1,549,561 | 7,667,252 | 474,665,212 | |||||||||||||||
Services transferred over time | — | 9,352,544 | 54,468,580 | — | 63,821,124 | |||||||||||||||
Total revenue from contracts with customers | 435,985,156 | 38,815,787 | 56,018,141 | 7,667,252 | 538,486,336 | |||||||||||||||
Other income
Six months ended June 30, | ||||||||
2021 | 2022 | |||||||
HK$ | HK$ | |||||||
Bank interest income | 8,092 | 8,018 | ||||||
Other interest income | — | 18,221,862 | ||||||
Interest income from the immediate holding company | 67,143,011 | 24,286,310 | ||||||
Others | 4,349,813 | 15,087,263 | ||||||
71,500,916 | 57,603,453 | |||||||
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4. | EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT |
Basic and diluted earnings per share for each of the periods presented are calculated as follows:
Six months ended June 30, | ||||||||
2021 | 2022 | |||||||
Basic earnings per share: | ||||||||
Numerator: | ||||||||
Profit attributable to ordinary equity holders of the parent used in the basic earnings per share calculation (HK$)-basic Class A | 143,897,916 | 339,059,987 | ||||||
Profit attributable to ordinary equity holders of the parent used in the basic earnings per share calculation (HK$)-basic Class B | 423,151,636 | 402,559,012 | ||||||
Denominator: | ||||||||
Weighted average number of Class A ordinary shares outstanding—basic | 62,327,851 | 132,811,773 | ||||||
Weighted average number of Class B ordinary shares outstanding—basic | 165,665,944 | 157,684,711 | ||||||
Basic earnings per share (HK$) Class A | 2.31 | 2.55 | ||||||
Basic earnings per share (HK$) Class B | 2.31 | 2.55 | ||||||
For the periods ended June 30, 2022 and 2021, the computation of diluted earnings per share has not taken into account the effect of convertible bond which is anti-dilutive.
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5. | ACCOUNTS RECEIVABLE |
Dec 31, 2021 | Jun 30, 2022 | |||||||
HK$ | HK$ | |||||||
Receivable from investment banking services | 54,763,265 | 434,977,962 | ||||||
Receivable from brokers and clearing house | 21,406,257 | 7,249,386 | ||||||
Receivable from digital solution and services | — | 44,234,203 | ||||||
Receivable from fashion and luxury media advertising and marketing services | — | 17,099,980 | ||||||
Clients’ receivables | 10,345,158 | 93,950,599 | ||||||
Dividend receivables | — | 6,763,425 | ||||||
86,514,680 | 604,275,555 | |||||||
6. | FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS, STOCK LOAN AND DERIVATIVE FINANCIAL ASSET S |
Dec 31, 2021 | Jun 30, 2022 | |||||||
HK$ | HK$ | |||||||
Financial assets at fair value through profit or loss, other than stock loan | 2,574,695,685 | 1,436,656,772 | ||||||
Stock loan | 211,331,400 | 284,939,600 | ||||||
Derivative financial asset s | 969,894,519 | 1,445,309,895 | ||||||
Total financial assets at fair value through profit or loss | 3,755,921,604 | 3,166,906,267 | ||||||
Listed equity shares, at quoted price | 1,055,407,260 | 951,631,782 | ||||||
Unlisted equity shares | 1,730,619,825 | 769,964,590 | ||||||
Derivative financial asset s | 969,894,519 | 1,445,309,895 | ||||||
3,755,921,604 | 3,166,906,267 | |||||||
7. | ACCOUNTS PAYABLE |
Dec 31, 2021 | Jun 30, 2022 | |||||||
HK$ | HK$ | |||||||
Clients’ payables | 146,917 | 3,856,366 | ||||||
Payables to clearing house and brokers | 8,590,241 | 78,897,795 | ||||||
Payables to insurance companies | — | 11,394,545 | ||||||
Clients’ monies held on trust | 146,283,760 | 93,827,661 | ||||||
Payables to suppliers of fashion, media advertising and marketing services | — | 94,486,888 | ||||||
155,020,918 | 282,463,255 | |||||||
8. | BUSINESS COMBINATIONS |
(i) | In February 2022, the Company acquired a majority stake of AMTD Digital by issuing new Class A and Class B shares to the selling shareholders of AMTD Digital at a consideration of approximately US$993 million, which was based on the agreed share price of US$8.38 of the Company. The transaction was completed on February 23, 2022 and accounted for using predecessor accounting prospectively. The o riginal investment in AMTD Digital, accounted for as financial assets under fair value through profit or loss, was derecognised upon consolidation of AMTD Digital. The difference between the consideration and the net assets value of AMTD Digital, amounting to approximately HK$6,346.2 million (US$808.7 million equivalent), was recorded in equity. |
(ii) | In April 2022, the Company acquired all the equity interest of L’Officiel . The transaction was completed on April 20, 2022 and accounted for using purchase accounting. As of the date of this report, the initial recognition and measurement of intangible assets acquired has not been completed. Accordingly, the purchase price allocation and accounting of the acquisition is not complete and on a provisional basis. Those provisional amounts may be adjusted during the measurement period or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date. |
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