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Acquisitions of Subsidiaries | 12 Months Ended
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Dec. 31, 2023
Business Combinations [Abstract] |
Acquisitions Of Subsidiaries |
33. | ACQUISITIONS OF SUBSIDIARIES
(a) Acquisition during year ended December 31, 2023 (i) Acquisition of AMTD Assets In August 2022, the Group had entered into certain agreements pursuant to which the Group acquired 96.1% of the equity interest in AMTD Assets, which holds a global portfolio of premium whole building properties, from AMTD Group at a consideration, which was agreed to settle by 30,875,576 Class B ordinary shares of the Company (“Consideration Shares”) at agreed share price of US$8.68 per share of the Company for the Group’s expansion to hotel operations, hospitality and VIP services business. Following the completion of the above transaction, the Company injected AMTD Assets into AMTD Digital at the same consideration. The transaction was completed and AMTD Assets was consolidated by the Group since February 6, 2023 based on business combination under common control using predecessor accounting. The difference between the consideration and the net asset value of AMTD Assets, amounting to approximately US$275,154, was recorded in capital reserve within the consolidated statement of changes in equity. The Consideration Shares were settled by treasury shares of the Company with repurchase price of US$268,000. No acquisition-related cost has been recognized as an expense for the year ended December 31, 2023. Assets acquired and liabilities recognized at the date of acquisition
|  | US$ |
Interests in joint ventures |  |  | 24,726 |
Property, plant and equipment |  |  | 135,592 |
Cash and bank balances |  |  | 3,860 |
Accounts receivable |  |  | 527 |
Prepayments, deposits and other receivables |  |  | 20,365 |
Amount due from a non-controlling shareholder |  |  | 637 |
Account payable |  |  | (311 | )
Accruals and other payables |  |  | (2,269 | )
Bank borrowings |  |  | (50,849 | )
Amount due to a non-controlling shareholder |  |  | (53,464 | )
Amount due to AMTD Group |  |  | (81,968 | )
|  |  | (3,154 | )
Reserve arising on acquisition:
|  | US$ |
Consideration transferred |  |  | 268,000 |
Plus: non-controlling interests of AMTD Digital |  |  | (1,019 | )
Plus: non-controlling interests of AMTD Assets |  |  | (336 | )
Plus: non-controlling interests of AMTD Assets’ subsidiaries |  |  | 5,355 |
Less: recognized amounts of net liabilities acquired |  |  | 3,154 |
|  |  | 275,154 |
Net cash inflow on acquisition of AMTD Assets
|  | US$ |
Cash consideration paid |  |  | — |
Add: cash and cash equivalent balances acquired |  |  | 3,860 |
|  |  | 3,860 |
(ii) Acquisition of The Art Newspaper SA During the year ended December 31, 2023, the Company acquired 100% equity interest of The Art Newspaper SA, a limited company incorporated in Switzerland. The consideration of the acquisition was paid by cash amounting to US$2,540, 8,688,525 shares of the Company and 380,065 shares of AMTD Digital as well as a bonus element of EUR2,888,888 which will be settled by the shares of the Company on the 540th day following the completion of acquisition. The total consideration is approximately US$16,831. The transaction was completed and The Art Newspaper SA became a consolidated subsidiary of the Company since October 20, 2023 using acquisition accounting. As of end of the reporting period, the initial recognition and measurement of intangible assets acquired has not been completed. Accordingly, the purchase price allocation and accounting of the acquisition is not complete and on a provisional basis. Those provisional amounts may be adjusted during the measurement period or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. No acquisition-related cost has been recognized as an expense for the year ended December 31, 2023. Consideration transferred
|  | US$ |
Cash |  |  | 2,540 |
Ordinary shares of the Company |  |  | 5,607 |
Ordinary shares of AMTD Digital |  |  | 5,607 |
Other consideration payable |  |  | 3,077 |
Net assets acquired |  |  | 16,831 |
Assets acquired and liabilities recognized at the date of acquisition
|  | US$ |
Cash and bank balances |  |  | 27 |
Accounts receivable |  |  | 674 |
Prepayments, other receivables and deposits |  |  | 301 |
Property, plant and equipment |  |  | 333 |
Intangible assets |  |  | 25,392 |
Accounts payables |  |  | (402 | )
Other payables and accruals |  |  | (2,068 | )
Bank borrowings |  |  | (37 | )
Deferred tax liabilities |  |  | (2,920 | )
Net assets acquired |  |  | 21,300 |
The gross contractual amounts of accounts and other receivables as of the date of acquisition amounted to US$975. No accounts receivable and other receivables were expected to be uncollectible. Gain arising on acquisition:
|  | US$ |
Recognized amounts of net payable assets acquired |  |  | 21,300 |
Less: consideration paid/payable |  |  | (16,831 | )
|  |  | 4,469 |
Bargain purchase gain amounting to US$4,469 acquisition of The Art Newspaper SA is recognized in profit or loss within the other gain line item in the consolidated statement of profit or loss and other comprehensive income. The transaction resulted in a bargain purchase gain, reflecting the financial and operating conditions of the acquiree at the time of acquisition and our competitive bargaining strategy over the seller. Net cash outflow on acquisition of The Art Newspaper SA
|  | US$ |
Cash consideration paid |  |  | (2,540 | )
Less: cash and cash equivalents balances acquired |  |  | 27 |
|  |  | (2,513 | )
Impact of acquisition on the results of the Group Included in the consolidated profit for the year ended December 31, 2023 is the profit of US$ 45 attributable to the business generated by The Art Newspaper SA. Revenue for the year ended December 31, 2023 includes US$ 2 million generated from the acquisition. Had the acquisition of The Art Newspaper SA been completed on January 1, 2023, revenue for the year of the Group would have been US$135 million, and profit for the year would have been US$152.4 million. The pro forma information is for illustrative purposes only and is not necessarily an indication of revenue and results of the operations of the Group that actually would have been achieved had the acquisition been completed on January 1, 2023, nor is it intended to be a projection of future events. (b) Acquisition during the year ended December 31, 2022 (i) Acquisition of AMTD Digital In February 2022, 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 US$774,197, was recorded in capital reserve within the statement of changes in equity. Consideration transferred
|  | US$ |
Fair value of previously held equity interest |  |  | 162,747 |
Ordinary shares of the Company |  |  | 992,645 |
|  |  | 1,155,392 |
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
|  | US$ |
Intangible assets |  |  | 4,808 |
Goodwill |  |  | 7,509 |
Property, plant and equipment |  |  | 18 |
Other assets |  |  | 1,753 |
Cash and bank balances |  |  | 13,051 |
Accounts receivable |  |  | 7,519 |
Prepayments, deposits and other receivables |  |  | 35,581 |
Due from immediate holding company |  |  | 317,991 |
Financial assets at fair value through profit or loss |  |  | 21,199 |
Account payable |  |  | (1,119 | )
Accruals and other payables |  |  | (8,647 | )
Tax payable |  |  | (3,611 | )
Deferred tax liabilities |  |  | (762 | )
Total identifiable net assets |  |  | 395,290 |
Reserve arising on acquisition:
|  | US$ |
Consideration transferred |  |  | 1,155,392 |
Plus: non-controlling interests (2.91%) |  |  | 11,427 |
Plus: non-controlling interests of AMTD Digital’s subsidiaries |  |  | 2,668 |
Less: recognized amounts of net assets acquired |  |  | (395,290 | )
|  |  | 774,197 |
Net cash inflow on acquisition of AMTD Digital:
|  | US$ |
Cash consideration paid |  |  | — |
Add: cash and cash equivalent balances acquired |  |  | 13,051 |
|  |  | 13,051 |
(ii) Acquisition of L’Officiel The Company acquired 100% equity interest of L’Officiel. The cash consideration amounted to US$62,800. The transaction was completed on April 20, 2022 and accounted for using acquisition accounting. Consideration transferred
|  | US$ |
Cash |  |  | 62,800 |
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
|  | US$ |
Cash and bank balances |  |  | 247 |
Restricted cash |  |  | 477 |
Accounts receivable |  |  | 1,855 |
Prepayments, other receivables and deposits |  |  | 2,745 |
Intangible assets |  |  | 92,294 |
Accounts payables |  |  | (11,489 | )
Other payables and accruals |  |  | (11,033 | )
Provisions |  |  | (4,094 | )
Bank borrowings |  |  | (585 | )
Deferred tax liabilities |  |  | (2,769 | )
Net assets acquired |  |  | 67,648 |
The fair values and gross contractual amounts of accounts receivable and other receivables at the date of acquisition amounted to of US$1,855 and US$2,492, respectively. No accounts receivable and other receivables were expected to be uncollectible. Gain arising on acquisition:
|  | US$ |
Recognized amounts of net assets acquired |  |  | 67,648 |
Less: consideration paid |  |  | (62,800 | )
|  |  | 4,848 |
Bargain purchase gain amounting to US$4,848 on acquisition of L’Officiel is recognized in profit or loss within the other gain line item in the consolidated statement of profit or loss and other comprehensive income. The transaction resulted in a bargain purchase gain, reflecting the financial and operating conditions of the acquiree at the time of acquisition. Net cash outflow on acquisition of L’Officiel
|  | US$ |
Cash consideration paid |  |  | (62,800 | )
Less: cash and cash equivalents balances acquired |  |  | 247 |
|  |  | (62,553 | )
Impact of acquisition on the results of the Group Included in the consolidated profit for the year ended December 31, 2022 is the profit of US$ 2.7 million attributable to the business generated by L’Officiel. Revenue for the year ended December 31, 2022 includes US$ 4.7 million generated from the acquisition. Had the acquisition of L’Officiel been completed on January 1, 2022, revenue for the year of the Group would have been US$177.0 million, and profit for the year would have been US$159.0 million. The pro forma information is for illustrative purposes only and is not necessarily an indication of revenue and results of the 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 events.

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