United States securities and exchange commission logo
September 23, 2021
William Fung
Chief Executive Officer
AMTD International Inc.
23/F Nexxus Building
41 Connaught Road Central
Hong Kong
Re: AMTD International
Inc.
Form 20-F for the
fiscal year ended Decemer 31, 2020
Filed on April 28,
2021
File No. 001-39006
Dear Mr. Fung:
We have limited our review of your filing to the financial
statements and related
disclosures 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. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the fiscal year ended December 31, 2020
Part I, page 1
1. At the onset of Part I,
provide prominent disclosure about the legal and operational risks
associated with being
based in or having the majority of the company s operations in
China and Hong Kong.
Your disclosure should make clear whether these risks could result
in a material change in
your operations and/or the value of your ADSs or could
significantly limit or
completely hinder your ability to offer or continue to offer securities
to investors and cause
the value of such securities to significantly decline or be worthless.
Your disclosure should
address how recent statements and regulatory actions by China s
government, such as
those related to the use of variable interest entities and data security
or anti-monopoly
concerns, has or may impact the company s ability to conduct its
business, accept
foreign investments, or list on an U.S. or other foreign exchange.
Your Information on the
Company section should address, but not necessarily be limited
William Fung
FirstName LastNameWilliam Fung
AMTD International Inc.
Comapany 23,
September NameAMTD
2021 International Inc.
September
Page 2 23, 2021 Page 2
FirstName LastName
to, the risks highlighted in Part I.
2. At the onset of Part I, clearly disclose how you will refer to the
holding company and
subsidiaries when providing the disclosure throughout the document so
that it is clear to
investors which entity the disclosure is referencing and which
subsidiaries or entities are
conducting the business operations. Refrain from using terms such as
we or our when
describing activities or functions of subsidiaries. Disclose clearly
the entity (including the
domicile) in which investors are purchasing their interest.
Item 3. Key Information, page 1
3. At the onset of Item 3, disclose the risks that your corporate
structure and being based in
or having the majority of the company s operations in China and Hong
Kong poses to
investors. In particular, describe the significant regulatory,
liquidity, and enforcement
risks with cross-references to the more detailed discussion of these
risks in your risk factor
disclosure. For example, specifically discuss risks arising from the
legal system in China,
including risks and uncertainties regarding the enforcement of laws
and that rules and
regulations in China can change quickly with little advance notice;
and the risk that the
Chinese government may intervene or influence your operations at any
time, or may exert
more control over offerings conducted overseas and/or foreign
investment in China-based
issuers, which could result in a material change in your operations
and/or the value of
your ADSs. Acknowledge any risks that any actions by the Chinese
government to exert
more oversight and control over offerings that are conducted overseas
and/or foreign
investment in China-based issuers could significantly limit or
completely hinder your
ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless.
4. Disclose each permission that you and your subsidiaries are required
to obtain from
Chinese authorities to operate and issue these securities to foreign
investors. State whether
you or your subsidiaries, are covered by permissions requirements from
the CSRC, CAC
or any other entity, and state affirmatively whether you have received
all requisite
permissions and whether any permissions have been denied.
5. Provide a clear description of how cash is transferred through your
organization. Disclose
your intentions to distribute earnings. Quantify any cash flows and
transfers of other
assets by type that have occurred between the holding company and its
subsidiaries, , and
direction of transfer. Quantify any dividends or distributions that a
subsidiary has made to
the holding company and which entity made such transfer, and their tax
consequences.
Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
tax consequences. Describe any restrictions on foreign exchange and
your ability to
transfer cash between entities, across borders, and to U.S. investors.
Describe any
restrictions and limitations on your ability to distribute earnings
from your businesses,
including subsidiaries, to the parent company and U.S. investors as
well as the ability to
settle amounts owed.
William Fung
FirstName LastNameWilliam Fung
AMTD International Inc.
Comapany 23,
September NameAMTD
2021 International Inc.
September
Page 3 23, 2021 Page 3
FirstName LastName
Item 3D. Risk Factors
Risks Relating to Our Business and Industry
Our business is subject to various cyber-security and other operational risks,
page 13
6. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China over data security, particularly for companies seeking to list
on a foreign exchange,
please revise your disclosure to explain how this oversight impacts
your business and your
offering and to what extent you believe that you are compliant with
the regulations or
policies that have been issued by the CAC to date.
Risks Relating to the ADSs and our Ordinary Shares, page 25
7. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to separately highlight the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your ADSs. Also, given
recent statements
by the Chinese government indicating an intent to exert more oversight
and control over
offerings that are conducted overseas and/or foreign investment in
China-based issuers,
acknowledge the risk that any such action could significantly limit or
completely hinder
your ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless.
Item 5. Operating and Financial Review and Prospects
A. Operating Results
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019, page 64
8. Please revise your results of operations disclosure for the following
items:
Please revise to expand disclosure for each year and interim
period for which
financial statements are required, to identify and quantify the
various factors driving
the material changes to your results of operations between the
periods. For example,
we note material changes to Other Income, and to Impairment losses
under expected
credit loss model on accounts receivable, but there is no
disclosure regarding
these significant unusual or infrequent events or new
developments, which appear to
materially impact your current and possibly future operations.
Revise to discuss your financial condition and changes in
financial condition for the
periods covered by the financial statements including the causes
of material changes
from period to period in financial statement line items. For
example, the significant
changes in accounts receivable are not disaggregated by component,
nor are the
material trends explained by past due amounts, settlements or
otherwise.
Refer to Item 5 of Form 20-F.
In closing, 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.
William Fung
AMTD International Inc.
September 23, 2021
Page 4
You may contact Bonnie Baynes at (202) 551-4924 or Sharon Blume at (202)
551-
3474 with any questions.
FirstName LastNameWilliam Fung Sincerely,
Comapany NameAMTD International Inc.
Division of Corporation
Finance
September 23, 2021 Page 4 Office of Finance
FirstName LastName