UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
AMTD IDEA
GROUP
(Name of Issuer)
Class A ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
G2957E 101
(CUSIP
Number)
December 31, 2022
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G2957E 101
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| 1 |
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Names of Reporting Persons
Calvin Choi |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization
Canada |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
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5 |
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Sole Voting Power
15,059,470 shares (represented by 15,059,470 Class B ordinary
shares, which may be converted into 15,059,470 Class A ordinary shares at any time).(1) |
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6 |
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Shared Voting Power
50,670,378 shares (represented by 13,718,791 Class A ordinary
shares and 36,951,587 Class B ordinary shares, which may be converted into 36,951,587 Class A ordinary shares at any time).(2) |
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7 |
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Sole Dispositive Power
15,059,470 shares (represented by 15,059,470 Class B ordinary
shares, which may be converted into 15,059,470 Class A ordinary shares at any time).(1) |
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8 |
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Shared Dispositive Power
50,670,378 shares (represented by 13,718,791 Class A ordinary
shares and 36,951,587 Class B ordinary shares, which may be converted into 36,951,587 Class A ordinary shares at any time).(2)
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
65,729,848 shares. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
| 11 |
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Percent of
Class Represented by Amount in Row (9) 17.4%.(3) |
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Type of Reporting
Person IN |
Notes:
| (1) |
Directly held by Infinity Power Investments Limited, which is wholly owned by Calvin Choi. See Item 4.
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| (2) |
Directly held by AMTD Group Inc. (formerly known as AMTD Group Company Limited). As Calvin Choi wholly owns
Infinity Power Investments Limited, which in turn holds 32.9% of the issued and outstanding share capital of AMTD Group Inc., Calvin Choi may be deemed to beneficially own the corresponding 13,718,791 Class A ordinary shares and 36,951,587
Class B ordinary shares. See Item 4. |
| (3) |
Assumes conversion of all Class B ordinary shares into Class A ordinary shares.
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2
CUSIP No. G2957E 101
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| 1 |
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Names of Reporting Persons
Infinity Power Investments Limited |
| 2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization British Virgin
Islands |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
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5 |
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Sole Voting Power
15,059,470 shares (represented by 15,059,470 Class B ordinary
shares, which may be converted into 15,059,470 Class A ordinary shares at any time). |
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6 |
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Shared Voting Power
50,670,378 shares (represented by 13,718,791 Class A ordinary
shares and 36,951,587 Class B ordinary shares, which may be converted into 36,951,587 Class A ordinary shares at any time).(1) |
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7 |
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Sole Dispositive Power
15,059,470 shares (represented by 15,059,470 Class B ordinary
shares, which may be converted into 15,059,470 Class A ordinary shares at any time). |
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8 |
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Shared Dispositive Power
50,670,378 shares (represented by 13,718,791 Class A ordinary
shares and 36,951,587 Class B ordinary shares, which may be converted into 36,951,587 Class A ordinary shares at any time).(1)
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
65,729,848 shares. |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
| 11 |
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Percent of
Class Represented by Amount in Row (9) 17.4%.(2) |
| 12 |
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Type of Reporting
Person CO |
Notes:
| (1) |
Directly held by AMTD Group Inc. As Infinity Power Investments Limited holds 32.9% of the issued and
outstanding share capital of AMTD Group Inc., Infinity Power Investments Limited may be deemed to beneficially own the corresponding 13,718,791 Class A ordinary shares and 36,951,587 Class B ordinary shares. See Item 4.
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| (2) |
Assumes conversion of all Class B ordinary shares into Class A ordinary shares.
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3
| Item 1(a). |
Name of Issuer: |
AMTD IDEA Group (the “Company”).
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
23/F Nexxus Building
41
Connaught Road Central
Hong Kong
| Item 2(a). |
Name of Person Filing: |
Calvin Choi; and
Infinity
Power Investments Limited.
| Item 2(b). |
Address of Principal Business Office, or, if none, Residence: |
For Calvin Choi:
Suite 1604, 2
Macdonnell Road
Mid-levels
Hong Kong
For Infinity Power
Investments Limited:
Vistra Corporate Services Center, Wickham Cay II
Road Town, Tortola
VG1110,
British Virgin Islands
Calvin Choi: Canada; and
Infinity Power Investments Limited: British Virgin Islands.
| Item 2(d). |
Title of Class of Securities: |
Class A ordinary shares, par value US$0.0001 per share.
The Company’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares, each with par value of US$0.0001
per share. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights. Each Class B ordinary share is convertible at the option of the
holder at any time into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. Each Class B ordinary share is entitled to twenty votes per share, whereas each
Class A ordinary share is entitled to one vote per share.
G2957E 101.
| Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b), or
240.13d -2(b) or (c), check whether the persons filing is a: |
Not
applicable.
The following information with respect to the ownership of the ordinary shares by each of the reporting persons is provided as of
December 31, 2022.
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Amount
beneficially
owned |
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Percent of
class |
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Percent of
aggregate
voting
power |
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Sole power to
vote or direct
the vote |
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Shared power
to vote or to
direct the vote |
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Sole power
to dispose or
to direct the
disposition of |
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Shared
power to
dispose or to
direct the
disposition of |
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| Calvin Choi |
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65,729,848 |
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17.4 |
% |
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52.1 |
% |
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15,059,470 |
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50,670,378 |
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15,059,470 |
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50,670,378 |
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| Infinity Power Investments Limited |
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65,729,848 |
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17.4 |
% |
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52.1 |
% |
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15,059,470 |
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50,670,378 |
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15,059,470 |
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50,670,378 |
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Pursuant to Rule 13d-3(d)(1), all Class B ordinary shares (which
are convertible into Class A ordinary shares) were deemed to be converted for the purpose of (i) determining the aggregate amount of Class A ordinary shares beneficially owned by the reporting person and (ii) calculating the
percentages of the Class A ordinary shares beneficially owned by the reporting person. The percentage of the class of securities beneficially owned by each reporting person is calculated based on a total of 377,604,189 issued and outstanding
ordinary shares (consisting of 144,077,210 Class A ordinary shares and 233,526,979 Class B ordinary shares) of the Company as of December 31, 2022 as a single class. In computing the percentage ownership of the reporting persons, we
have included, where applicable, shares that the reporting persons have the right to acquire within 60 days, including through the exercise of any option, warrant, or other right or the conversion of any other security, after December 31, 2022.
As of December 31, 2022, Calvin Choi held 100% of the issued and outstanding shares of Infinity Power Investments Limited, which in
turn held 15,059,470 Class B ordinary shares of the Company and (ii) 32.9% of the issued and outstanding shares of AMTD Group Inc., which in turn held 41,729,647 Class A ordinary shares and 112,398,873 Class B ordinary shares of the
Company. Each of Infinity Power Investments Limited and AMTD Group Inc. is a British Virgin Islands company. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Calvin Choi may be
deemed to beneficially own all of the shares held by Infinity Power Investments Limited.
For each reporting person, percentage of
aggregate voting power is calculated by dividing the voting power beneficially owned by such reporting person by the voting power of all of the Company’s Class A ordinary shares and Class B ordinary shares as a single class.
| Item 5. |
Ownership of Five Percent or Less of a Class: |
Not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person: |
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group: |
Not applicable.
| Item 9. |
Notice of Dissolution of Group: |
Not applicable.
Not applicable.
LIST OF EXHIBITS
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| Exhibit No. |
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Description |
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| A |
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Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on February 13, 2020 by the reporting persons with the Securities and Exchange Commission) |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2023
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Calvin Choi |
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/s/ Calvin Choi |
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Infinity Power Investments Limited |
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| By: |
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/s/ Calvin Choi |
| Name: |
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Calvin Choi |
| Title: |
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Director |
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