尚乘国际美股招股说明书(2019-08-05版)

424B4 1 a2239405z424b4.htm 424B4 Use these links to rapidly review the documentTABLE OF CONTENTS AMTD INTERNATIONAL INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTSTable of Contents Filed Pursuant to Rule 424b(4)Registration No. 333-232224 20,759,700 American Depositary Shares AMTD International Inc. Representing 20,759,700 Class A Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, of AMTD International Inc. We are offering 20,759,700 ADSs. Each ADS represents one of our Class A ordinary shares, par value US$0.0001 per share. Prior to this offering, there has been no public market for our ADSs or our ordinary shares. The ADSs have been approved for listing on the New York Stock Exchange under the symbol "HKIB." We are an "emerging growth company" under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. AMTD International Inc. was incorporated in February 2019 by our controlling shareholder as a holding company of our businesses. Upon the completion of this offering, we will be a "controlled company" as defined under the NYSE Listed Company Manual because our controlling shareholder will hold more than 50% of the voting power for the election of directors. As of the date of this prospectus, our outstanding share capital consists of Class A ordinary shares and Class B ordinary shares, and our Controlling Shareholder beneficially owns all of our issued and outstanding Class B ordinary shares. These Class B ordinary shares will constitute approximately 86.7% of our total issued and outstanding ordinary shares and 99.2% of the aggregate voting power of our total issued and outstanding ordinary shares immediately after the completion of this offering, assuming that the underwriters do not exercise their over-allotment option. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and is not convertible into Class B ordinary shares under any circumstances. Each Class B ordinary share is entitled to twenty votes, subject to certain conditions, and is convertible into one Class A ordinary share at any time by the holder thereof. Investing in our ADSs involves a high degree of risk. See "Risk Factors" beginning on page 13. PRICE US$8.38 PER ADS Per ADS Total Initial public offering price US$8.3800 US$173,966,286 Underwriting discounts and commissions(1) US$0.5866 US$12,177,640 Proceeds, before expenses, to us US$7.7934 US$161,788,646 (1)See "Underwriting" for additional disclosure regarding underwriting compensation payable by us. We have granted the underwriters an option to purchase up to an additional 3,113,955 ADSs to cover over-allotments. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ADSs against payment in U.S. dollars to purchasers on or about August 7, 2019. AMTD Global Markets Loop Capital Markets MasterLink Tiger Brokers ViewTrade Securities Boustead Securities Prospectus dated August 2, 2019 Table of Contents Table of Contents Table of Contents Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY 1 THE OFFERING 8 RISK FACTORS 13 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA 48 USE OF PROCEEDS 49 DIVIDEND POLICY 50 CAPITALIZATION 51 DILUTION 52 ENFORCEABILITY OF CIVIL LIABILITIES 54 CORPORATE HISTORY AND STRUCTURE 56 SELECTED CONSOLIDATED FINANCIAL DATA 63 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 66 INDUSTRY 91 BUSINESS 98 REGULATION 121 MANAGEMENT 133 PRINCIPAL SHAREHOLDERS 141 RELATED PARTY TRANSACTIONS 143 DESCRIPTION OF SHARE CAPITAL 145 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 157 SHARES ELIGIBLE FOR FUTURE SALE 166 TAXATION 168 UNDERWRITING 174 EXPENSES RELATED TO THIS OFFERING 188 LEGAL MATTERS 189 EXPERTS 190 WHERE YOU CAN FIND ADDITIONAL INFORMATION 191 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus or in any related free writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or in any related free writing prospectus. We are offering to sell, and seeking offers to buy, the ADSs only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ADSs. Neither we nor any of the underwriters have taken any action to permit a public off