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Acquisitions of Subsidiaries | 12 Months Ended
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Dec. 31, 2022
Disclosure of detailed information about business combination [abstract] |
Acquisitions of Subsidiaries |
34. | ACQUISITIONS OF SUBSIDIARIES
(a) Acquisition of AMTD Digital During the year ended December 31, 2 022, the Company acquired an 82.7% shareholding 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 per share of the Company. The transaction was completed and AMTD Digital became a consolidated subsidiary of the Company since March 1, 2022 based on business combination under common control using predecessor accounting prospectively. The original 14.4% equity interest in AMTD Digital, accounted for as financial assets at fair value through profit or loss, was derecognized upon consolidation of AMTD Digital. The difference between the consideration and the net asset value of AMTD Digital, amounting to approximately HK$6,049 million, was recorded in capital reserve within the statement of changes in equity. Consideration transferred
|  | HK$ |
Fair value of previously held equity interest |  |  | 1,271,643,878 |
Ordinary shares of the Company |  |  | 7,756,228,581 |
|  |  | 9,027,872,459 |
No acquisition-related cost has been recognized as an expense for the year ended December 31, 2022. Assets acquired and liabilities recognized at the date of acquisition
|  | HK$ |
Intangible assets |  |  | 37,565,776 |
Goodwill |  |  | 58,675,041 |
Property, plant and equipment |  |  | 138,647 |
Other assets |  |  | 13,695,802 |
Cash and bank balances |  |  | 101,977,036 |
Accounts receivable |  |  | 58,752,389 |
Prepayments, deposits and other receivables |  |  | 278,018,221 |
Due from immediate holding company |  |  | 2,484,684,809 |
Financial assets at fair value through profit or loss |  |  | 165,643,411 |
Account s payable |  |  | (8,739,902 | )
Other payables and accruals |  |  | (67,568,783 | )
Tax payable |  |  | (28,213,719 | )
Deferred tax liabilities |  |  | (5,953,845 | )
Total identifiable net assets |  |  | 3,088,674,883 |
Reserve arising on acquisition:
|  | HK$ |
Consideration transferred |  |  | 9,027,872,459 |
Plus: non-controlling interests of AMTD Digital (2.91%) (note) |  |  | 89,294,338 |
Plus: non-controlling interests of AMTD Digital’s subsidiaries |  |  | 20,848,000 |
Less: recognized amounts of net assets acquired |  |  | (3,088,674,883 | )
|  |  | 6,049,339,914 |
Note: The non-controlling interests recognized at the acquisition date were measured by reference to the non-controlling interests proportionate share of the recognized amounts of acquiree’s identifiable net assets which is at carrying amounts under predecessor accounting. Table of Contents Net cash inflow on acquisition of AMTD Digital
|  | HK$ |
Cash consideration paid |  |  | — |
Add: cash and cash equivalent balances acquired |  |  | 101,977,036 |
|  |  | 101,977,036 |
Impact of acquisition of AMTD Digital on the results of the Group Revenue for the year includes HK$298.0 million generated from AMTD Digital from March 1, 2022 to December 31, 2022. Included in the profit for the year is HK$250.5 million segmental result attributable to the additional business generated by AMTD Digital from March 1, 2022 to December 31, 2022. Had the acquisition of AMTD Digital been completed on January 1, 2022, revenue for the year of the Group would have been HK$1,252.4 million, and the profit for the year would have been HK$1,130.8 million. The pro forma information is for illustrative purposes only and is not necessarily an indication of revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed on January 1, 2022, nor is it intended to be a projection of future results. (b) Acquisition of L’Officiel During the year ended December 31, 2 022, the Company acquired 100% equity interest of L’Officiel. The consideration of the acquisition amounting to HK$492,824,872 was paid by immediate holding company on behalf of the Group which was subsequently settled through the current account with the immediate holding company during the year ended December 31, 2022. The transaction was completed and L’Officiel became a consolidated subsidiary of the Company since May 1, 2022 using acquisition accounting. As of end of the reporting period, the initial recognition and measurement of intangible assets acquired has not been completed. Accordingly, the purchase price allocation and accounting of the acquisition is not complete and on a provisional basis. Those provisional amounts may be adjusted during the measurement period or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. Consideration transferred
|  | HK$ |
Consideration settled by amount due from immediate holding company |  |  | 492,824,872 |
No acquisition-related cost has been recognized as an expense for the year ended December 31, 2022. Assets acquired and liabilities recognized at the date of acquisition
|  | HK$ |
Intangible assets |  |  | 724,253,789 |
Restricted cash |  |  | 3,746,823 |
Cash and bank balances |  |  | 1,935,822 |
Accounts receivables |  |  | 14,555,302 |
Prepayments, deposits and other receivables |  |  | 21,537,765 |
Accounts payable |  |  | (90,183,339 | )
Other payables and accruals |  |  | (86,606,246 | )
Provisions |  |  | (32,131,266 | )
Bank borrowings |  |  | (4,589,759 | )
Deferred tax liabilities |  |  | (21,727,614 | )
Total identifiable net assets at fair value |  |  | 530,791,277 |
The gross contractual amounts of accounts receivable and other receivables as at the date of acquisition amounted to HK$14,555,302 and HK$19,557,396, respectively. No accounts receivable and other receivables were expected to be uncollectible. Gain arising on acquisition:
|  | HK$ |
Recognized amounts of net assets acquired |  |  | 530,791,277 |
Less: Consideration transferred |  |  | (492,824,872 | )
|  |  | 37,966,405 |
Bargain purchase gain amounting to HK$37,966,405 on acquisition of L’Officiel is recognized in profit or loss within the other gain line item in the consolidated statements of profit or loss and other comprehensive income. The transaction resulted in a bargain purchase gain, reflecting the financial and operating conditions of the acquiree at the time of acquisition. Net cash inflow on acquisition of L’Officiel
|  | HK$ |
Cash consideration paid |  |  | — |
Add: cash and cash equivalent balances acquired |  |  | 1,935,822 |
|  |  | 1,935,822 |
Impact of acquisition of L’Officiel on the results of the Group Revenue for the year includes HK$59.7 million generated from L’Officiel from May 1, 2022 to December 31, 2022. Included in the profit for the year is HK$ 21.3 million segmental result attributable to the additional business generated by L’Officiel from May 1, 2022 to December 31, 2022. Had the acquisition of L’Officiel been completed on January 1, 2022, revenue for the year of the Group would have been HK$ 1,391.1 million, and the profit for the year would have been HK$ 1,269.4 million. The pro forma information is for illustrative purposes only and is not necessarily an indication of revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed on January 1, 2022, nor is it intended to be a projection of future results.

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