United States securities and exchange commission logo
April 12, 2022
William Fung
Chief Executive 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 Decemer 31, 2020
Filed on April 28,
2021
File No. 001-39006
Dear Mr. Fung:
We have reviewed your January 14, 2022 response to our comment
letter 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 filed on April 28,
2021
Cover Page
1. On the cover page of
your filing, please disclose prominently that you are not a Chinese
operating company but a
Cayman Islands holding company with operations conducted by
your subsidiaries and
that this structure involves unique risks to investors. Explain
whether China law
prohibits direct foreign investment in the operating companies, and
disclose whether
investors will ever directly hold equity interests in the Chinese operating
company. Your
disclosure should acknowledge that Chinese regulatory authorities could
disallow this
structure, which would likely result in a material change in your operations
and/or a material
change in the value of the securities, including that it could cause the
value of your
securities to significantly decline or become worthless. Provide a cross-
reference to your
detailed discussion of risks facing the company as a result of this
structure.
William Fung
FirstName LastNameWilliam Fung
AMTD IDEA GROUP
Comapany
April NameAMTD IDEA GROUP
12, 2022
April 212, 2022 Page 2
Page
FirstName LastName
2. At the onset of your cover page, please revise to prominently disclose
the following:
Revise to disclose whether your auditor is subject to the
determinations announced by
the PCAOB on December 16, 2021.
Revise to disclose whether and how the Holding Foreign Companies
Accountable
Act, the Accelerating Holding Foreign Companies Accountable Act,
and related
regulations will affect your company, including the time frame
change in PCAOB
inspections for two consecutive years instead of three years.
Revise to disclose a cross-reference to your more detailed
disclosure in your risk
factors, including the heading of the risk factor.
3. Please revise your cover page, and revise the onset of Part I, Item
1., to disclose a
description of how cash is transferred through your organization and
disclose your
intentions to distribute earnings or settle amounts owed. State
whether any transfers,
dividends, or distributions have been made to date between the holding
company, and its
subsidiaries, or to investors, and quantify the amounts where
applicable. Provide cross-
references to your related discussions in other areas of the filing.
Part I, page 1
4. At the onset of Part I, provide a diagram of the company s corporate
structure, identifying
the person or entity that owns the equity in each depicted entity.
Identify clearly the entity
in which investors are purchasing their interest and the entity(ies)
in which the company s
operations are conducted. Describe the relevant contractual agreements
between the
entities and how this type of corporate structure may affect investors
and the value of their
investment, including how the company may incur substantial costs to
enforce the terms
of the arrangements. Disclose any uncertainties regarding the status
of the rights of the
Cayman Islands holding company and any challenges the company may face
due to legal
uncertainties and jurisdictional limits.
5. At the onset of Part I, and with a cross-reference to the discussion
of these risks in the risk
factors in Item 3D., please disclose the risks that your corporate
structure and being based
in or having the majority of the company s operations in China poses
to investors. In
particular, revise to specifically disclose each of the following:
Please revise to describe the significant regulatory, liquidity,
and enforcement risks.
Revise to 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.
Revise to disclose 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 the
securities.
Please disclose the 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
William Fung
AMTD IDEA GROUP
April 12, 2022
Page 3
securities to significantly decline or be worthless.
Revise to include cross-references to related disclosures in
the filing.
6. At the onset of Part I., please revise to provide prominent disclosure
of the specific
consequences to you and your investors if you, or your subsidiaries:
(i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions
or approvals are not required, or (iii) applicable laws, regulations,
or interpretations
change and you are required to obtain such permissions or approvals in
the future.
7. At the onset of Part I., please provide a clear description of how
cash is transferred
through your organization. Disclose your intentions to distribute
earnings or settle
amounts owed under your operating structure. Quantify any cash flows
and transfers of
other assets by type that have occurred between the holding company,
its subsidiaries, and
the 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. Your disclosure should make clear
if no transfers,
dividends, or distributions have been made to date. 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 the company, including your subsidiaries, to the parent company
and U.S. investors
as well as the ability to settle amounts owed.
8. We note your various disclosures in Item 3.D regarding the Cyberspace
Administration of
China. Please revise to include disclose at the onset of Part I
regarding how this oversight
impacts your business. Further, revise to disclose the basis for this
determination, such as
the details of your internal risk assessment, or your counsel s
consent, and cross-reference
to the more detailed discussion in the filing.
9. As it appears your officers and directors are located in China, please
revise to include risk
factor disclosure, as well as a separate Enforceability section, to
disclose the difficulty of
bringing actions and enforcing judgements against these individuals.
Refer to Item 101(g)
of Regulation S-K.
You may contact Bonnie Baynes at (202) 551-4924 or Sharon Blume at
(202) 551-
3474 if you have questions.
FirstName LastNameWilliam Fung Sincerely,
Comapany NameAMTD IDEA GROUP
Division of
Corporation Finance
April 12, 2022 Page 3 Office of
Finance
FirstName LastName