What changed in this filing

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Item 1. Business

2024-03-28 compared with 2023-04-03 · 194 added, 133 removed, 316 unchanged (51% of the section changed)

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It is one of the most reputed healthcare brands in Hong Kong.

It has four self-operated medical centres and a network of over 700 healthcare service providers.

It has four self-operated medical centers and a network of over 700 healthcare service providers.

Finally, we are an established operator and successful

investor in the FinTech industry.

We have carefully built out investment positions in FinTech, WealthTech and HealthTech businesses, applying

lessons learned from our own distribution, platform and healthcare businesses.

We have carefully built out investment positions in FinTech, WealthTech and HealthTech businesses,

applying lessons learned from our own distribution, platform and healthcare businesses.

On November 14, 2022, AGBA Acquisition Limited,

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Upon the Closing of Business Combination:

became, through an acquisition merger, the 100% owner of the issued and outstanding securities of each of TAG International Limited, TAG

Asia Capital Holdings Limited, and their collective subsidiaries;

became, through an acquisition merger, the 100% owner of the issued and outstanding securities of each of TAG International Limited,

TAG Asia Capital Holdings Limited, and their collective subsidiaries;

(ii) the governing documents of AAL were amended and restated,

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or the “Group.”

On December 28, 2023, AGBA held its 2023 annual

meeting of shareholders.

Shareholders approved the increase of the number of authorized ordinary shares of the Company from 200,000,000

to 1,000,000,000 ordinary shares by adopting an amendment (the “Amendment”) to the fifth amended and restated memorandum

and articles of association.

On December 28, 2023, the Company filed the Amendment with the British Virgin Islands Registrar of Corporate

Current Operation

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Platform Business:

we operate as a

“financial supermarket” offering over 1,800 financial products to a large universe

of retail and corporate customers.

we operate as a “financial supermarket”

offering over 1,800 financial products to a large universe of retail and corporate customers.

Distribution Business:

financial advisor business is the largest in the market, it engages in the personal financial

advisory business (including advising and sales of a full range of financial services products

including long-term life insurance, savings and mortgages), with additional internal and

external channels being developed and added.

our powerful financial advisor business

is the largest in the market, it engages in the personal financial advisory business (including advising and sales of a full range

of financial services products including long-term life insurance, savings and mortgages), with additional internal and external

channels being developed and added.

Healthcare Business:

through our 4%

stake in and a strategic partnership with HCMPS, operating as one of the largest healthcare

management organizations in the Hong Kong and Macau region, with over 800 doctors in its

through our 4% stake in and a strategic

partnership with HCMPS, operating as one of the largest healthcare management organizations in the Hong Kong and Macau region, with

over 800 doctors in its network.

Established in 1979, it is one of the most reputed healthcare brands in Hong Kong.

Fintech Business:

we have an ensemble of leading FinTech assets and businesses in Europe and Hong Kong.

In addition to financial

gains, we also derive substantial knowledge transfers from our investee companies, supporting our development and growth of new business

we have an ensemble of leading FinTech assets and businesses in Europe

and Hong Kong.

In addition to financial gains, we also derive substantial knowledge transfers from our investee companies, supporting

our development and growth of new business models.

Platform Business

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Distribution Business

The Distribution Business currently operates as

a licensed insurance broker and a registered Mandatory Provident Fund (MPF) intermediary in Hong Kong, providing financial planning and

wealth management services to institutional and individual customers with its team of over 1,500 independent financial advisors.

The Distribution

Business is regulated by the Hong Kong Insurance Authority and the Mandatory Provident Fund Schemes Authority.

The Distribution Business currently operates

as a licensed insurance broker and a registered Mandatory Provident Fund (MPF) intermediary in Hong Kong, providing financial planning

and wealth management services to institutional and individual customers with its team of over 1,500 independent financial advisors.

The Distribution Business is regulated by the Hong Kong Insurance Authority and the Mandatory Provident Fund Schemes Authority.

The Distribution Business’s main sources

of income are sales commission and service fee income from its infrastructure support platform.

It recognizes commission income from the

insurance providers based on the sale of insurance products at predetermined insurance premium rates according to the types of products

It recognizes commission income from

the insurance providers based on the sale of insurance products at predetermined insurance premium rates according to the types of products

The financial advisors, organized under two brands

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brands in Hong Kong.

It has four self-operated medical centres and a network of over 700 healthcare service providers – providing

It has two self-operated medical centres and a network of over 700 healthcare service providers – providing

healthcare schemes for more than 280 corporate clients with over 300,000 scheme members.

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on three fronts:

Building long-term fintech

franchises in Hong Kong using business models, operations, and technologies tested in

more mature markets;

Supporting and capturing

synergies with OnePlatform and its other business segments;

Realizing financial returns from its fintech investments.

Building long-term fintech franchises in Hong Kong using

business models, operations, and technologies tested in more mature markets;

Supporting and capturing synergies with OnePlatform and its other business

financial returns from its fintech investments.

Please see the section titled “ Management’s

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of approximately US$2.9 million (equivalent to approximately £2.1 million).

We currently owns 4.92% equity interest in Tandem.

We currently own 4.50% equity interest in Tandem.

Share Purchase and Knowledge Transfer Agreement

In connection with the April 2020 investment,

Tandem, AGBA Group Limited (“AGBA Group”) and TAG Technologies entered into a Share Purchase and Knowledge Transfer Agreement

pursuant to which, among other things, TAG Technologies purchased the entire issued share capital of AGBA Group, and Tandem undertook

to provide certain knowledge transfer services to TAG Technologies and its affiliates.

Pursuant to the Share Purchase and Knowledge Transfer

Agreement, Tandem also granted a license in certain Tandem proprietary software and other licensed materials to be made available to

TAG Technologies and its affiliates during the “knowledge transfer period”, which ends on the earlier of the date six months

after Tandem completes a migration of its systems to a new platform, and April 2, 2023.

For as long as TAG Technologies is a shareholder

of Tandem, each member of AGBA is granted a license to use the name “Tandem” and any registered logo or trademark used by

Tandem for a period of five years.

Tandem, AGBA Group and TAG Technologies entered into a Share Purchase and Knowledge Transfer Agreement pursuant to which, among other

things, TAG Technologies purchased the entire issued share capital of AGBA Group, and Tandem undertook to provide certain knowledge transfer

services to TAG Technologies and its affiliates.

Pursuant to the Share Purchase and Knowledge Transfer Agreement, Tandem also granted

a license in certain Tandem proprietary software and other licensed materials to be made available to TAG Technologies and its affiliates

during the “knowledge transfer period”, which ends on the earlier of the date six months after Tandem completes a migration

of its systems to a new platform, and April 2, 2023.

For as long as TAG Technologies is a shareholder of Tandem, each member of

AGBA is granted a license to use the name “Tandem” and any registered logo or trademark used by Tandem for a period of five years.

Through this investment we gained access to certain

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with CurrencyFair as Zai’s consumer brand.

On March 18, 2022, we entered into a sale

and purchase agreement with the shareholder to acquire 4,158,963 shares of CurrencyFair for a cash consideration of

US$7.84 million.

The transaction closed in April 2022, resulting in the ownership of 8.37% equity interest in

CurrencyFair.

On March 18, 2022, we entered into a sale and

purchase agreement with the shareholder to acquire 4,158,963 shares of CurrencyFair for a cash consideration of US$7.84 million.

The transaction closed in April 2022, resulting in the ownership of 8.37% equity interest in CurrencyFair.

Goxip is a fashion media platform based in Hong Kong

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We currently own a 4.00% equity interest in HCMPS.

Fintech previously made an investment in Nutmeg,

a United Kingdom-based online investment management company.

In June 2021, JPMorgan Chase purchased 100% of the share capital

Fintech was subject to a drag-along provision in the Articles of Association of Nutmeg, pursuant to which it was required

to sell its shareholding to JPMorgan Chase.

The transaction was closed in September 2021.

Accordingly, Fintech no longer holds an

investment in Nutmeg, with cash realized from the sale of the investment.

5) LC Healthcare Fund I, L.P.

LC Healthcare Fund I, L.P.

is an exempted Limited Partnership registered in the Cayman Islands on June 30, 2015.

The life of the Fund is ten years from June 28,

the final closing day).

The objective of the Fund is primarily to make equity and equity-related investments in portfolio

companies based in or focused on PRC and/or which provided products or services to the Chinese market mainly in healthcare sector, including

pharmaceuticals, medical equipment, healthcare services (including hospitals), internet and mobile technology related to healthcare,

and healthcare related to information technology and mobile technology.

As of December 31, 2023, the Fund has invested in a total of

fifteen (15) listed and unlisted companies.

We owned 4.00% equity interest in the Fund.

Subsequently in February 2024, the Company entered

into a purchase and sale agreement with an independent third party to sell all of its equity interest in the Fund for a consideration

of $2.15 million.

Competitive landscape

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centers of Guangdong, Hong Kong, and Macau and is one of the world’s largest financial services markets, with an overall economy

size of US$1.7 trillion.

The GBA is an area of vast scale and wealth, with the following defining characteristics according to 2021

Hong Kong Trade Development Council research:

● Largest GDP in

China, comprising 11% of China’s total economy;

● US$1.67 trillion

economy, compared with US$1.99 trillion for Tokyo and US$1.81 trillion for New York;

● Per capita GDP

of US$22,300;

● Population of

86 million, compared with 44 million in Tokyo and 19 million in the New York

Metropolitan Area.

● Hong Kong is a major financial services hub, and according to the June 2021 Hong Kong

Stock Exchange monthly market highlights, it has:

● Over 1,300 mainland

China listed enterprises, with a total market capitalization of more than US$5 trillion

(80% of total market capitalization);

● A global hub for

RMB trading and business transactions, with over US$1 trillion per day in RMB financial

● Capital markets

connectivity with RMB 52 billion in daily investment quotas.

According to the 2021 China Private Wealth Report

published by China Merchants Bank, China’s individual investable assets reached RMB241 trillion (US$37 trillion) in 2020,

a compound annual growth of 13% from 2018 to 2020 and was expected to reach RMB268 trillion (US$42 trillion) by 2021.

China’s high-net-worth population is estimated to reach 3 million by year end , with the scale of investable assets

exceeding RMB90 trillion (US$37 trillion).

A structural change to China’s high-net-worth population

has geared towards the younger generation, whose investment objectives are shifting from wealth preservation to wealth creation and asset

diversification.

According to the 2021 China Private Wealth Report, almost 50% of respondents considered Hong Kong as their offshore

asset destination or entrepôt (a port destination where assets and goods are traded, imported, and exported).

size of RMB 13 trillion (US$1.8 trillion) in 2022.

The GBA is an area of vast scale and wealth, with the following defining characteristics

according to various research:

Largest GDP in China, comprising 11% of China’s total economy;

US$2.08 trillion economy, compared with US$2.08 trillion

for Tokyo and US$2.053 trillion for New York;

Per capita GDP of US$22,585;

Population of 86 million, compared with 37 million in Tokyo

and 19.7 million in the New York Metropolitan Area.

According to data from Hong Kong Trade Development

Council relating to Financial Services Industry and Constitutional and Mainland Affairs Bureau,

Hong Kong is an international financial centre and the financial services

sector remains one of its most important economic pillars, accounting for 23.4% of the city’s GDP in 2022;

Hong Kong was ranked fourth in the Global Financial Centres

Index ( GFCI ) released by Z/Yen Group and the China Development Institute in September

The GFCI has consistently ranked Hong Kong as one of the top international financial centres in Asia;

there were 2,603 companies listed on the Hong Kong Exchange (HKEx),

with a total market capitalisation of about US$4.1 trillion (HK$32 trillion) at the end of September 2023 that Hong Kong’s

stock market was the 4th largest in Asia and the 7th largest in the world in terms of market capitalization;

Hong Kong is one of the world’s most active markets for initial

public offerings (IPO), with 90 listings raising HK$104.6 billion raised in 2022;

As of June 2023, more than 1,400 Mainland enterprises are listed in

Hong Kong with a combined market value of over US$3 trillion, or over 70% of the total market capitalisation in Hong Kong;

Hong Kong is the largest offshore RMB clearing centre.

half of 2023, 73% of global offshore RMB settlements are processed in Hong Kong;

According to the statistics of Society for Worldwide Interbank Financial

Telecommunication (SWIFT), Hong Kong handled about 75% of the world’s offshore RMB transactions in 2022;

The average daily turnover of Hong Kong’s RMB Real-Time Gross

Settlement System was over RMB1.6 trillion in 2022, increased by about 9% over 2021, reflecting a continuous increase in RMB financial

activities supported by Hong Kong’s RMB financial infrastructure;

The “HKD-RMB Dual Counter Model” was officially launched

in the securities market on 19 June 2023.

Investors can trade securities of the same issuer in both HKD and RMB, and transact across

HKD and RMB counters, further promoting the issuance and trading of RMB-denominated securities;

On September 4, 2023, the Standard reported that

there were 3.16 million high-net-worth individuals (each with more than RMB10 million (HK$10.8 million)) in investable assets in China,

wielding a total of RMB101 trillion liquid assets in 2022, according to a report by China Merchants Bank.

Nearly 90% of them maintained

a moderate or low-risk appetite in light of the pandemic and the sluggish stock market in 2022, with almost 60% allocating their assets

to cash and fixed-income products.

The proportion of people willing to increase their exposure to high-yield and high-risk investments

in the coming two years is on the rise, with some tending to put their money in alternative investments like gold, and to expand investment

in private equities while trimming that in real estate sector.

The average age of the

wealthy population is getting younger, almost half of the rich individuals being under 40, up by 7% from 2021.

The report forecasted

the number of high-net-worth individuals will grow at an average compound growth rate of 11% in 2023 and 2024, compared to 10% between

2020-2022 and 15% in 2018-2020.

Liquid assets held by all individuals across

the country may grow at a CAGR of up to 9% in 2023 and 2024 and the total sum is expected to reach RMB 300 trillion by 2024.

trillion, high-net-worth people owned more than 36% of the nation’s investable assets at the individual level in 2022.

Cross-Border Wealth Management Connect

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and facilitate capital flow within the GBA, promote RMB internationalization and strengthen Hong Kong’s status as an offshore

According to the implementation rules of the

Wealth Management Connect scheme published by The People’s Bank of China in September 2021, there will be an aggregate investment

quota of RMB150 billion in each of the “northbound Connect” and “southbound Connect” schemes, with an individual

investment quota up to RMB1 million.

Recognized investment products under the “Northbound Scheme” include fixed income

(primarily bonds and deposits) and equity wealth management products, along with public securities investment funds with low or medium

Complex investment products with high volatility or leverage are currently excluded.

The scheme is expected to facilitate

a total fund flow of RMB300 billion (US$47 billion) in the sale of investment products.

The Wealth Management Connect scheme officially

launched in September 2021, and banks may start offering cross-boundary wealth management connect services upon completion

of the relevant preparatory work, and subject to regulatory approval.

In January 2024, enhancement measures for the

Cross-boundary WMC were announced to refine the eligibility criteria of Mainland investors, expand the scope of participating institutions

to include eligible securities firms, expand the scope of eligible products, increase the individual investor quota and further enhance

the promotion and sales arrangements.

According to the current implementation rules

of the Wealth Management Connect scheme published by The People’s Bank of China, there is an aggregate investment quota of RMB150 billion

in each of the “northbound Connect” and “southbound Connect” schemes, with an individual investment quota up

to RMB3 million.

Recognized investment products under the “Northbound Scheme” include fixed income (primarily bonds

and deposits) and equity wealth management products, along with public securities investment funds with low or medium risk rating which

are distributed by Mainland institutions and RMB deposit products offered by Mainland banks.

Recognized investment products under the

“Southbound Scheme” include funds primarily investing in Greater China equity or low- to medium-high-risk funds, along with

low- to medium-risk and non-complex bonds which are distributed by Hong Kong institutions as well as RMB, HKD and foreign currency deposits

offered by Hong Kong banks.

The scheme is expected to facilitate a total fund flow of RMB300 billion (US$47 billion) in the

sale of investment products.

The Cross-boundary WMC

creates new business opportunities for the financial industries in the three places, and facilitates cross-boundary investment with more

options of wealth management products provided to the GBA residents, thereby further promoting the cross-boundary circulation and use

According to the prevailing regulatory framework, the HKMA and the relevant Mainland authorities are primarily responsible for

setting out the implementation arrangements for the Cross-boundary WMC between Hong Kong banks and Mainland banks.

While the SFC

and relevant Mainland authorities are primarily responsible for setting out the implementation arrangements for the Cross-boundary WMC

between Hong Kong licensed corporations (that is, Hong Kong securities firms) and Mainland securities firms.

Future expansion plan to China

With the business opportunities brought by the

Wealth Management Connect scheme introduced by The People’s Bank of China, and the upcoming Insurance Connect introduced by the

China Insurance Regulatory Commission, China will be one of our focus areas with an increasing addressable market and opportunity set.

We intend to leverage the Group’s two decades

of experience operating in China.

With the increasing demand of life insurance

at a compound annual growth rate (CAGR) of 9% from 2024 to 2028 which projected by Global Data, with direct written premiums expected

to increase from CNY4.0 trillion (US$597.1 billion) in 2024 to CNY5.6 trillion (US$893.2 billion) in 2028 together with the business

opportunities brought by the Wealth Management Connect scheme introduced by The People’s Bank of China, and the upcoming Insurance

Connect introduced by the China Insurance Regulatory Commission, China will be one of our focus areas with an increasing addressable

market and opportunity set.

We leverage the Group’s two decades of

experience operating in China.

We are particularly well-positioned to capture the emerging opportunities.

Currently, we do not

have any Chinese operating companies and we do not plan to use “variable interest entities,” or VIEs, in the future to conduct

Currently, we do not have

any Chinese operating companies and we do not plan to use “variable interest entities,” or VIEs, in the future to conduct

our operations.

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advisors in Hong Kong for cross-selling of other financial products and investment portfolio recommendations.

We intend to periodically

review our referral mechanisms to ensure their continued effectiveness.

periodically review our referral mechanisms to ensure their continued effectiveness.

We are currently in active discussions to establish

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Leveraging our existing China local insurance

brokerage licenses, sales teams and infrastructure, we intend to build a business platform to acquire mainland China customers through

referrals and to establish new partnerships .

We intend to transform our existing shared service

center to (i) provide post-sales services to mainland China customers who have purchased Hong Kong insurance products;

brokerage licenses, sales teams and infrastructure, we have built a business platform to acquire mainland China customers through referrals

and to establish new partnerships.

We completed the transformation our existing

shared service center in 2023 to (i) provide post-sales services to mainland China customers who have purchased Hong Kong

insurance products;

and (ii) institutionalize our capabilities to form B2B partnerships in mainland China.

We intend to build a lead management tool

to recommend new and personalized insurance products to customers, which we intend to be a key priority for 2023 and beyond.

We intend to build a

lead management tool to recommend new and personalized insurance products to customers, which we intend to be a key priority for 2024

Creating an Ecosystem Empowered by Fintech

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sector in the coming years, especially in relation to the use of financial technologies.

According to a survey conducted by McKinsey &

Company titled “ McKinsey & Company M&S COVID-19 China Consumer Pulse Survey 3/25-3/30/2020 ”, there

has been a rapid increase in customers’ online engagement and penetration, which is likely to remain even after the COVID-19 pandemic.

The pandemic (i) accelerated customer shift to online channels, (ii) enhanced business partnerships across online and offline

channels, and (iii) illustrated the importance of establishing an “omni-channel” strategy.

We believe that more people

now look for digital ways to continue their normal lives, including through digital wealth management.

In June 2021, The Hong Kong Monetary Authority

(HKMA) rolled out the “Fintech 2025” strategy for to drive Hong Kong as a financial center, with fintech as a key subsector.

The Chief Executive of HKMA aims to encourage the financial sector to adopt technology comprehensively by 2025 and promote fair and efficient

financial services to Hong Kong.

The HKMA launched Commercial Data Interchange (CDI) in October 2022 to enhance data sharing between

banks and data providers forming a seamless ecosystem for data exchange to digitize and streamline various financial processes in financial

institutions.

CDI includes Know-Your-Customer (KYC) procedures, credit assessment, loan approval, and risk management.

November 2022, HKMA also launched e-HKD Pilot Program.

The first phrase aims to technical deep dive on performance and privacy, industry

engagements on e-HKD uses cases and design choices and access to e-HKD via e-wallet app.

In August 2023, the HKMA unveiled a new Fintech

Promotion Roadmap, outlining the key initiatives that it will undertake over the next 12 months to give further impetus to Fintech adoption

in the financial services industry.

The new Roadmap focuses on the Fintech business areas of Wealthtech, Insurtech and Greentech as well

as the technology types of Artificial Intelligence (AI) and Distributed Ledger Technology (DLT).

In November 2023, the HKMA, the People’s

Bank of China (PBoC) and the Monetary Authority of Macao (AMCM) jointly announced that the three authorities had signed the “Memorandum

of Understanding on Deepening Fintech Innovation Supervisory Cooperation in the Guangdong-Hong Kong-Macao Greater Bay Area”.

three authorities agreed to link up, in the form of a network, the PBoC’s Fintech Innovation Regulatory Facility, the HKMA’s

Fintech Supervisory Sandbox and the AMCM’s Regulatory Requirements for Innovative Fintech Trials.

The Synergy to be Realized Leveraging on

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business units by:

● focusing on product

portfolio enhancements, including endowment insurance and investment fund savings plans;

● leveraging the

flexibility offered by different financing options, including insurance premium financing,

point-of-sale consumer credit, personal credit facility or mortgage financing;

using our sales teams at our financial advisory business as a large distribution channel.

focusing on product portfolio enhancements, including endowment insurance

and investment fund savings plans;

leveraging the flexibility offered by different financing options,

including insurance premium financing, point-of-sale consumer credit, personal credit facility or mortgage financing;

using our sales teams at our financial advisory business as a

large distribution channel.

Our digital platform is one of its core customer

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2018 in the British Virgin Islands as a special purpose acquisition company under the former name of AGBA Acquisition Limited (“AAL”).

In connection with the consummation of the Business Combination (as defined below), we changed our name from “AGBA Acquisition Limited”

to “AGBA Group Holding Limited”.

Our principal executive office is located at AGBA Tower, 68 Johnston Road, Wan Chai, Hong

In connection with the consummation of the Business Combination (as defined below), we changed our name from “AGBA Acquisition

Limited” to “AGBA Group Holding Limited”.

Our principal executive office is located at AGBA Tower, 68 Johnston Road,

Wan Chai, Hong Kong.

Intellectual Property

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lease agreement, we are currently occupying space in the building.

We also owned two office premises located at

Kaiseng Commercial Centre, No 4 & 6, Hankow Road, Kowloon, Hong Kong and One Island South, No.

2 Heung Yip Road, Hong Kong for rental

We also owned an office premises located at One

Island South, No.

2 Heung Yip Road, Hong Kong for rental purpose.

During the year ended December 31, 2023, we sold

our office premise located at Kaiseng Commercial Centre, No 4 & 6, Hankow Road, Kowloon, Hong Kong to an independent third party

for a purchase price of $6.13 million.

As of December 31, 2023, we had 176 full-time

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business