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6-K 1 d828678d6k.htm FORM 6-K Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2024

Commission File Number: 001-40463

 

 

AMTD Digital Inc.

(Translation of registrant’s name into English)

 

 

66 rue Jean-Jacques Rousseau

75001 Paris

France

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form  40-F ☐

 

 

 



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

AMTD Digital Inc.
By   :  

/s/ Feridun Hamdullahpur

Name   :   Dr. Feridun Hamdullahpur
Title   :   Director

Date: April 30, 2024

EX-99.1 2 d828678dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

AMTD Digital Recorded Solid Half Yearly Performance

PARIS & NEW YORK, April 30, 2024

AMTD Digital Inc. (“AMTD Digital” or the “Company”, NYSE: HKD), a NYSE-listed company and also a comprehensive digital solutions and global hospitality and VIP services platform headquartered in France, today announced its unaudited financial results for the six months ended October 31, 2023.

Highlights of Half Year Financial Results

 

   

During the six months ended October 31, 2023, despite the global economic slowdown and rising geopolitical uncertainties which led to volatile world markets, the Company demonstrated strong resilience and achieved solid financial performance.

 

   

We generated US$6.9 million in revenue from hotel operations, hospitality and VIP services after the injection of AMTD Assets Group into the Company.

 

   

Fair value gain on financial assets measured at fair value for the six months ended October 31, 2023 amounted to US$16.3 million.

 

   

We recorded other gains of US$14.3 million as a result of disposal of certain subsidiaries for the six months ended October 31, 2023.

Statements from the Board Members:

Dr. Timothy Tong, the Chairman of the board of directors and an independent director of AMTD Digital, commented, “Similar to the year before, the six-month period that ended on October 31, 2023 was filled with challenges. Although the COVID pandemic has officially ended, the global economy in the post-COVID period has yet to fully recover. Geopolitical tensions around the world continue to post serious uncertainties about investments in all sectors of the economy. I thank the management team and continue to be cautiously optimistic about the prospect for future performance growth of AMTD Digital.”

Ms. Joanne Shoveller, the Co-Chair of the board of directors and an independent director of AMTD Digital, commented, “The AMTD Digital strategy in diversifying assets and timing of strategic decisions has resulted in these strong interim results and a resilient, innovative and exciting foundation for future growth. The AMTD Digital board of directors expresses their appreciation to the leadership team for their hard work and impressive results.”

Financial Results for the Six Months Ended October 31, 2023

Revenue

Our revenue for the six months ended October 31, 2023 was US$8.7 million as compared to US$13.9 million for the six months ended October 31, 2022. Hotel operations, hospitality and VIP services income was US$6.9 million and has become a new revenue driver for us after the successful acquisition of AMTD Assets Group, the real estate arm of AMTD Group Inc., focusing on and specializing in hospitality and lifestyle concepts globally.

Employee benefits expenses

Staff costs for the six months ended October 31, 2023 decreased by 18.2% as compared to the same period in prior year to US$3.1 million. This was due to the tightened cost control in connection with the global economic slowdown and rising geopolitical uncertainties.

Premises and office expenses

Premises and office expenses for the six months ended October 31, 2023 increased by 208.5% as compared to the same period in prior year to US$1.5 million. This was due to the incremental costs attributable to the post-acquisition operations of AMTD Assets Group.


Depreciation and amortization

Depreciation and amortization for the six months ended October 31, 2023 increased by 407.6% as compared to the same period in prior year to US$2.1 million, primarily attributable to the hotel properties of AMTD Assets Group.

Finance costs

Finance costs for the six months ended October 31, 2023 increased by US$3.4 million as compared to the same period in prior year, primarily attributable to the incremental borrowings by the Company, and due to the consolidation of AMTD Assets Group which had outstanding bank loans to finance the underlying real estate properties.

Other expenses

Other expenses for the six months ended October 31, 2023 increased by 821.5% as compared to the same period in prior year to US$4.6 million, primarily attributable to (i) the addition of hotel operation expenses of US$2.8 million incurred by AMTD Assets Group, and (ii) the share of losses of joint ventures of US$1.4 million.

Change in fair value on financial assets measured at fair value through profit or loss (“FVTPL”)

Change in fair value on financial assets measured at FVTPL for the six months ended October 31, 2023 was US$16.3 million, primarily attributable to the realization from gain of entertainment projects during the period.

Other Income

Other income increased by 85.3% as compared to the same period in prior year to US$9.0 million, primarily due to (i) an increase in bank interest income as the Company had generated additional interest income from deposits with banks, and (ii) an increase in the net average outstanding balance due from our ultimate holding company, which was interest bearing.

Income Tax Expense

Income tax expense for the six months ended October 31, 2023 increased by 15.1% as compared to the same period in prior year to US$2.0 million, primarily due to an increase in tax assessable income.

Profit For The Period

Profit for the six months ended October 31, 2023 increased to US$30.1 million.

About AMTD Digital Inc.

AMTD Digital Inc. (NYSE: HKD) is a comprehensive digital solutions platform headquartered in France. Its one-stop digital solutions platform operates four main business lines including digital solutions services, digital media, content and marketing services, digital investments as well as hospitality and VIP services. It is the fusion reactor at the core of the AMTD SpiderNet ecosystem and empowers and integrates the various digital businesses within its ecosystem. For AMTD Digital’s announcements, please visit https://ir.amtdigital.net/investor-news.

Safe Harbor Statement

This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about the beliefs, plans, and expectations of AMTD Digital Inc. are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the filings of AMTD Digital Inc. with the SEC. All information provided in this press release is as of the date of this press release, and AMTD Digital Inc. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.


Contacts

For AMTD Digital Inc.:

IR Office

EMAIL: ir@amtdigital.com


AMTD DIGITAL INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2022 AND 2023

 

     Six months ended October 31,  
     2022     2023  
     US$’000     US$’000  
     (Unaudited)     (Unaudited)  

Revenue from contracts with customers

     13,918       8,677  

Employee benefits expenses

     (3,761     (3,075

Advertising and promotion expense

     (318     (177

Premises and office expenses

     (482     (1,487

Legal and professional fee

     (1,199     (1,339

Depreciation and amortization

     (421     (2,137

Finance costs

     —        (3,404

Other expenses

     (498     (4,589

Changes in fair value on financial assets measured at fair value through profit or loss (“FVTPL”)

     351       16,287  

Other income

     4,852       8,992  

Other gains and losses, net

     (42     14,349  
  

 

 

   

 

 

 

Profit before tax

     12,400       32,097  

Income tax expense

     (1,731     (1,992
  

 

 

   

 

 

 

Profit for the period

     10,669       30,105  
  

 

 

   

 

 

 

Profit (loss) for the period attributable to:

    

- Owners of the Company

     11,086       31,889  

- Non-controlling interests

     (417     (1,784
  

 

 

   

 

 

 
     10,669       30,105  
  

 

 

   

 

 

 

Earnings per share

    

- Basic (US$)

     0.15       0.41  

- Diluted (US$)

     0.15       0.41  
  

 

 

   

 

 

 


AMTD DIGITAL INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS AT APRIL 30, 2023 AND OCTOBER 31, 2023

 

     As of April 30,     As of October 31,  
     2023     2023  
     US$’000     US$’000  
     (Audited)     (Unaudited)  

ASSETS

    

Non-current assets:

    

Property, plant and equipment

     238,600       175,112  

Intangible assets

     311       279  

Financial assets at FVTPL

     5,170       288  

Interests in joint ventures

     98,092       90,652  
  

 

 

   

 

 

 

Total non-current assets

     342,173       266,331  
  

 

 

   

 

 

 

Current assets:

    

Accounts receivable

     9,803       934  

Prepayments, deposits and other receivables

     7,678       35,827  

Amount due from AMTD Group

     126,444       195,278  

Amount due from a non-controlling shareholder

     539       —   

Financial assets at FVTPL

     9,243       5,723  

Fiduciary bank balances

     785       913  

Cash and cash equivalents

     152,930       134,843  
  

 

 

   

 

 

 
     307,422       373,518  

Assets classified as held for sale

     12,081       79,947  
  

 

 

   

 

 

 

Total current assets

     319,503       453,465  
  

 

 

   

 

 

 

Total assets

     661,676       719,796  
  

 

 

   

 

 

 

EQUITY AND LIABILITIES

    

Current liabilities:

    

Clients’ monies held on trust

     428       814  

Accounts payable

     493       69  

Other payables and accruals

     3,253       18,913  

Bank borrowings

     15,000       15,000  

Amount due to a non-controlling shareholder

     53,803       53,389  

Contract liabilities

     10,162       —   

Income tax payable

     4,571       2,638  
  

 

 

   

 

 

 
     87,710       90,823  

Liabilities associated with assets classified as held for sale

     1,030       17,912  
  

 

 

   

 

 

 

Total current liabilities

     88,740       108,735  
  

 

 

   

 

 

 

Non-current liabilities:

    

Bank borrowings

     50,803       50,565  

Contract liabilities

     1,031       —   
  

 

 

   

 

 

 

Total non-current liabilities

     51,834       50,565  
  

 

 

   

 

 

 

Total liabilities

     140,574       159,300  
  

 

 

   

 

 

 

Capital and reserves:

    

Share capital

     8       8  

Treasury shares

     (52,235     (52,235

Reserves

     510,174       562,859  
  

 

 

   

 

 

 

Equity attributable to owners of the Company

     457,947       510,632  

Non-controlling interests

     63,155       49,864  
  

 

 

   

 

 

 

Total equity

     521,102       560,496  
  

 

 

   

 

 

 

Total equity and liabilities

     661,676       719,796  
  

 

 

   

 

 

 

 

EX-99.2 3 d828678dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

AMTD Digital Announces Change of Fiscal Year End

PARIS & NEW YORK, April 30, 2024—(BUSINESS WIRE)—AMTD Digital Inc. (“AMTD Digital” or the “Company”) (NYSE: HKD) announced today that the Company’s board of directors approved the change of the Company’s fiscal year end from April 30 to October 31. Taking into consideration the continual global expansion of AMTD Group Inc. (“AMTD Group”), being the controlling shareholder of the Company, AMTD Group is realigning the various fiscal calendar year-end dates of its subsidiaries. The Company is adjusting its fiscal year-end date to October 31 accordingly.

The change of fiscal year-end is effective immediately.

About AMTD Digital Inc.

AMTD Digital Inc. (NYSE: HKD) is a comprehensive digital solutions platform headquartered in France. Its one-stop digital solutions platform operates four main business lines including digital solutions services, digital media, content and marketing services, digital investments as well as hospitality and VIP services. It is the fusion reactor at the core of the AMTD SpiderNet ecosystem and empowers and integrates the various digital businesses within its ecosystem. For AMTD Digital’s announcements, please visit https://ir.amtdigital.net/investor-news.

Safe Harbor Statement

This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about the beliefs, plans, and expectations of AMTD Digital Inc., are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the filings of AMTD Digital Inc. with the SEC. All information provided in this press release is as of the date of this press release, and AMTD Digital Inc. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

IR Office

AMTD Digital Inc.

ir@amtdigital.com

EX-99.3 4 d828678dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

AMTD Group Inc. Announces the Adoption of A Completely Independent and Non-Executive Board Structure And An Innovative CEO Rotation System Across the Group

PARIS & NEW YORK & SINGAPORE, April 30, 2024—(BUSINESS WIRE)—AMTD Group Inc. (“AMTD Group”), the controlling shareholder of AMTD IDEA Group (NYSE: AMTD; SGX: HKB) (“AMTD IDEA”) and AMTD Digital Inc. (NYSE: HKD) (“AMTD Digital”) today announced the introduction and adoption of an innovative system through which the CEOs of all of its operating companies and key subsidiaries, including AMTD IDEA and AMTD Digital, will be appointed by the Executive Management Committee (“EMC”) of the applicable entities on a rotational basis. This philosophy of shared leadership is reflected in the new feature which forms the core foundation of the rotating CEO mechanism. Under the new rotation program, no single individual would be appointed as the sole leader of an entity for an extended period, and a campaign of “everyone can be a hero” will be rolled out across the group to encourage and promote the next leaders of the companies. Through this rotation program, AMTD Group will maximize the values from the collective wisdom and stepped-up efforts to groom and nurture the next-level leaders.

By rotating the CEOs every six months, the group will be led by different personalities, which will create a much more diverse workplace where different common principles and perspectives will be consistently communicated and implemented. Due to the shared decision-making process and the grooming process to cultivate the next-level leadership, the long-term and sustainable interest of AMTD will be best served. Shared Values as the core mission of AMTD and key shareholders’ beliefs and practices will be implemented through the new structure and organization leadership.

Dr. Feridun Hamdullahpur, the independent chairman of AMTD IDEA commented “The entire AMTD organization is built upon innovative thinking. We don’t just talk about it; we practise it all the time. We have evolved and matured by understanding the changing world a bit better and defying the status quo. The rotating CEO program is born out of such thinking, and I believe will bring renewed energy and inspiration for the long-term sustainability and growth of the group. We would not be where we are without their great work, dedication, and commitment. We will continue counting on the new leadership program to move us steadily forward and grow our impact gradually and concretely over time.”

About AMTD Group

AMTD Group is a conglomerate with core business portfolio to span across financial services, digital solutions, media and entertainment, education and training, and premium assets.

About AMTD IDEA Group

AMTD IDEA Group (NYSE: AMTD; SGX: HKB) represents a diversified institution and digital solutions group connecting companies and investors with global markets. Its comprehensive one-stop business services plus digital solutions platform addresses different clients’ diverse and inter-connected business needs and digital requirements across all phases of their life cycles as well as hospitality and VIP services. Through our unique eco-system – the “AMTD SpiderNet” - AMTD IDEA Group is uniquely positioned as an active superconnector between clients, business partners, investee companies, and investors, connecting the East and the West. For more information, please visit www.amtdinc.com or follow us on X (formerly known as “Twitter”) at @AMTDGroup.

About AMTD Digital Inc.

AMTD Digital Inc. (NYSE: HKD) is a comprehensive digital solutions platform headquartered in France. Its one-stop digital solutions platform operates four main business lines including digital solutions services, digital media, content and marketing services, digital investments as well as hospitality and VIP services. It is the fusion reactor at the core of the AMTD SpiderNet ecosystem and empowers and integrates the various digital businesses within its ecosystem. For AMTD Digital’s announcements, please visit https://ir.amtdigital.net/investor-news.


Safe Harbor Statement

This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward- looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about the beliefs, plans, and expectations of AMTD IDEA Group and AMTD Digital Inc., are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the filings of AMTD IDEA Group and AMTD Digital Inc. with the SEC. All information provided in this press release is as of the date of this press release, and AMTD IDEA Group and AMTD Digital Inc. do not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For AMTD IDEA Group:

IR Office

EMAIL: ir@amtdinc.com

For AMTD Digital Inc.:

IR Office

EMAIL: ir@amtdigital.com