Item 1. Business
ITEM 1. BUSINESS
Overview
AGBA Group Holding Limited, together with its
wholly-owned subsidiaries (the “Company”, “we”, “our”, “us” and “AGBA”) is
a leading wealth management and healthcare institution based in Hong Kong servicing over 400,000 individual and corporate customers.
We currently operate in four market-leading businesses:
our Platform Business, Distribution Business, Healthcare Business, and Fintech Business.
Since 2019, we have implemented a strategy to
expand and upgrade our long-standing broker-dealer business into a platform business and a distribution business. Today, we offer unique
product and service offerings:
- B2B: tech-enabled broker management platform
for advisors (“Platform Business”); and
- B2C: market leading portfolio of wealth and
health products (“Distribution Business”).
We also have a market leadership in our healthcare
business through our 4% stake in and a strategic partnership with HCMPS. It is one of the most reputed healthcare brands in Hong Kong.
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.
History
On November 14, 2022, AGBA Acquisition Limited,
or AAL, a British Virgin Islands’ corporation and a special purpose acquisition company, consummated a series of transactions contemplated
by the Business Combination Agreement.
Upon the Closing of Business Combination: (i) AAL
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,
becoming the Fifth Amended and Restated Memorandum and Articles of Association; (iii) the number of AAL’s authorized ordinary
shares was increased from 100 million to 200 million, and (iv) AAL’s name changed from “AGBA Acquisition Limited”
to “AGBA Group Holding Limited” which is our current name and which we also refer to, post-Business Combination, as “AGBA”
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
Affairs.
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Current Operation
We currently operate and comprise of four major
businesses:
1.
Platform Business: we operate as a “financial supermarket”
offering over 1,800 financial products to a large universe of retail and corporate customers.
2.
Distribution Business: 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.
3.
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 network. Established in 1979, it is one of the most reputed healthcare brands in Hong Kong.
4.
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 models.
Platform Business
The Platform Business is a one-stop financial
supermarket with a breadth of products and services, sourced from leading global product providers, that is unrivaled in Hong Kong.
We operate under the “OnePlatform”
brand, offering a full-service platform to banks, other financial institutions, family offices, brokers, and individual independent financial
advisors to advise and serve their retail clients. Our technology-enabled platform offers a wide range of financial products, covering
life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds, money lending and real estate agency.
Our OnePlatform brand covers 90 insurance providers
selling 1,152 products, and 53 asset management fund houses with over 1,137 products.
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’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
sold.
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The financial advisors, organized under two brands
of “AGBA focus” and “AGBA perform”, are the primary distribution channels for the Distribution Business. These
channels are positioned to match individuals’ financial needs with an appropriate choice of insurance products. They target to
bring additional revenue for the Distribution Business by serving as a “matching platform” between insurance companies and
consumers. Marketing activities of the Distribution Business include sales campaigns and invitations to corporate events, at which new
customers are mainly solicited through direct conversation or meetings between financial advisors and retail customers.
As of December 31, 2023, we currently work with
1,231 independent financial advisors.
Healthcare Business
We own a 4% minority shareholding in HCMPS Healthcare
Holdings Limited (“HCMPS”), one of the leading healthcare management organizations in Hong Kong. The Company, through one
of its subsidiaries, holds 4% stake in and a strategic partnership with HCMPS.
Founded in 1979 and currently operating under
the Dr. Jones Fok & Associates Medical Scheme Management Limited (“JFA”) brand, JFA is one of the most reputed healthcare
brands in Hong Kong. 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. JFA’s clients include blue chip companies
from various industry and leading insurers. Apart from Hong Kong, JFA is the largest operator in Macau with around 85 clinics.
JFA has a long-standing track record of operating
as a low-cost, high efficiency operation. It offers vast untapped opportunities for the Group, both in revenue growth and cross-selling.
FinTech Business
Fintech Investments
Fintech manages an ensemble of financial technology
(fintech) investments and operates through its subsidiaries TAG Technologies Limited, AGBA Group Limited (formerly known as Tandem Money
Hong Kong Limited), and Tandem Fintech Limited, a health and wealth management platform with a broad spectrum of services and value-added information
in health, insurance, investments and social sharing.
The portfolio companies in which Fintech has
invested remain growth stage businesses with modest revenues, and none has yet reached the operational breakeven point. Therefore, the
business case for all these companies relies on transformations in scale, product offering, and/or geographic scope to drive future value
creation. Fintech intends to maximize the strategic fit between these portfolio companies and the companies forming part of the OnePlatform
brand to drive additional value capture.
Fintech’s management team has strived to
establish the business as a leading name in the fintech investment sector.
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Fintech’s business aims to create value
on three fronts:
1.
Building long-term fintech franchises in Hong Kong using
business models, operations, and technologies tested in more mature markets;
2.
Supporting and capturing synergies with OnePlatform and its other business
segments; and
3.
Realizing
financial returns from its fintech investments.
Please see the section titled “ Management’s
Discussion and Analysis of Financial Condition and Results of Operations of AGBA ” for a summary of the current valuations of
Fintech’s stakes in the fintech portfolio companies.
1) Tandem
Tandem Money Limited (“Tandem”) is
a UK based “challenger” bank which focuses on lending growth with high risk-adjusted yields. It operates a “digital
deposit” strategy to continue funding its growth, which is known as a “neobank” strategy. Founded in 2013, Tandem provides
an app-based retail bank service for its customers. Through its app, customers can access retail banking services comprising deposits,
mortgages, loans and credit cards. Tandem also leverages digital wealth management to cross-sell and offers value-added services
such as cash management across bank accounts, savings, debt management, and financial planning.
Background to the Investment in Tandem
TAG Technologies Limited (“TAG Technologies”)
first invested in 2018 with Tandem still positioned as a neobank focused on digital and analytics to generate user and deposit growth.
The initial investment was by way of a subscription agreement with Tandem, pursuant to which TAG Technologies agreed to subscribe for
and Tandem agreed to issue 11,259,740 ordinary B shares in Tandem for a consideration of £15 million. The consideration was determined
by the parties after arm’s length negotiations taking into account (i) the unaudited consolidated net asset value of Tandem
as at September 30, 2018, which was approximately £55.7 million, and (ii) the potential in the future business development
of Tandem.
We believed that Tandem’s strategy in 2020
was predicated on a clear asset pivot to grow consumer loans in attractive categories such as home improvement and specialty mortgages.
In April 2020, TAG Technologies entered into a further subscription agreement with Tandem, pursuant to which TAG Technologies agreed
to subscribe for and Tandem agreed to issue 49,476,049 ordinary B shares in Tandem for a consideration of £10 million. The consideration
was determined by the parties after arm’s length negotiations taking into account (i) the unaudited consolidated net asset value
of Tandem as of October 31, 2019, which was approximately £44.9 million, and (ii) the potential in Tandem’s future business
development.
In June and August 2021, TAG Technologies
purchased an additional aggregate of 14,000,000 ordinary B shares of Tandem at the price of £0.15 per share, for cash consideration
of approximately US$2.9 million (equivalent to approximately £2.1 million). 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 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
of Tandem’s technology and digital platform assets and knowledge transfer. These assets provide significant costs savings for system
developments such as data platforms and the core banking platform, driven by the ability to leverage Tandem’s assets and “test
and learn” experience to accelerate development of the Fintech business.
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Tandem’s Potential Growth
With the increasing use of online platforms in
the financial sector, our management believed that Tandem, with its technology know-how in the consumer finance industry, has significant
market potential to become a leading online retail bank for the mass market. The investment in Tandem is also part of our wider strategy
to launch digital services in Hong Kong and elsewhere, and Tandem is expected to be a key technology partner.
2) CurrencyFair
CurrencyFair is an online peer-to-peer currency
exchange marketplace. TAG Technologies first invested into CurrencyFair in 2018, through an investment of approximately €6,000,000
and the merger of the Group’s then existing payments business with CurrencyFair. Since then, CurrencyFair has continued to grow
its consumer money transfer business focused on white-collar expat customers transferring money between selected European and Australian
corridors. CurrencyFair is now a global money transfer member organization that has exchanged more than €10 billion, with offices
located in Ireland, UK, Singapore, Hong Kong and Australia. We believe that CurrencyFair’s scaling plan relies on expanding
its consumer-to-consumer (C2C) business to new US and Asia corridors, while acquiring small and medium enterprise (SME) customers
directly and through an enterprise sales model handling primarily Chinese merchant payments for cross-border e-commerce marketplaces.
Revenue growth depends on how successfully CurrencyFair scales transfer volumes in new C2C corridors and new SME businesses based on
proposition development and customer acquisition execution.
We intend to work closely with CurrencyFair as
it builds out its Asian franchise, and intends to offer CurrencyFair’s unique currency marketplace to our customers in Hong Kong
as well as introducing enhanced Asian currency services to CurrencyFair’s international customers. We intend for CurrencyFair’s
domain expertise, technology, and operational experience to be leveraged as part of a wider strategy to improve our services to assist
customers to manage their finances.
In 2021, CurrencyFair merged with Australia-based Assembly
Payments Limited, whose platform automates complex payment workflows. Following the merger, the business re-branded to “Zai”,
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.
3) Goxip
Goxip is a fashion media platform based in Hong Kong
with over one million high-end fashion shoppers. Its digital marketing arm matches key opinion leaders (KOLs) with marketers and
brands for lead generation, launching and monetizing marketing campaigns. We currently own a 3.63% equity interest in Goxip.
4) HCMPS Healthcare Holdings Limited
HCMPS Healthcare Holdings Limited (“HCMPS”)
is a healthcare management organization based in Hong Kong. Founded in 1979, it has over 800 network service branches providing
healthcare schemes for more than 500 corporate clients with over 280,000 scheme members. HCMPS offers its patients a full range of medical
services, including general services, specialist services, physiotherapy, Chinese medicine, dental, vaccination, X-ray, laboratories,
and imaging services. We currently own a 4.00% equity interest in HCMPS.
5) LC Healthcare Fund I, L.P.
LC Healthcare Fund I, L.P. (the “Fund”)
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,
2016 (i.e. 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.
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Competitive landscape
Competition in the markets in which we operate
is intense. We compete for clients, customers, and personnel directly with other financial advisory firms, securities firms, and other
businesses that offer financial services, such as banks and insurance companies.
Although our competitors may have greater brand
recognition, larger customer bases or greater financial, technological or marketing resources, our management believes that our competitive
advantages are its full suite of financial products covering insurance, investments and credit, coupled with a captive customer base
and well-established infrastructures, including operational capabilities and technology. As a result, our management believes that it
can respond more quickly and effectively to new or changing opportunities, technologies or customer requirements, and adapt to significant
changes in regulatory and industry environments.
Currently, our principal methods to maintain
the competitive advantage of its businesses are by (i) relying on its highly knowledgeable and professional personnel and its large distribution
channel of independent financial advisors, (ii) leveraging extensive cross-selling opportunities across its business units, (iii) investing
in its platforms and infrastructure to keep up to date with the latest technology, and (iv) exploring and implementing solutions on the
cutting edge of financial technologies. Despite the high level of market competition and the rapidly changing industry dynamics, our
management believes that the significant accumulated experience of its executive management as well as its understanding of market preferences
and conditions will enable us to compete effectively.
We believe that platform business models facilitate
global reach and economic efficiencies, and that leading global platform players build integrated capabilities outside their core business
activities and across industry borders, to cross-sell their products and services and satisfy customers’ multiple product needs.
We have developed infrastructures in (1) product
intelligence, (2) transaction operations and (3) technology support, which initially supported the Group’s independent financial
advisors business. Leveraging on the know-how and existing resources of the Group, OnePlatform deployed and further developed this infrastructure
at a low incremental cost to offer technology infrastructure solutions to a wider array of corporate customers in Hong Kong, thus
aiming to drive revenue, cash flow and profits. In addition to these three core infrastructures, OnePlatform provides training and people
development modules. OnePlatform also intends to offer regular market and regulatory updates to its clients and investors, such as targeted
client seminars and investor education sessions.
OnePlatform primarily targets corporate clients
and charges them service fees based on the scope of infrastructure support provided. OnePlatform intends to pilot a few support modules
with business partners to build the business cases for future business expansion and marketing. The pricing model will be on pay-per-use
basis, such as “platform as a service”.
Strategic Growth Plans of AGBA
Overall Market Opportunities in the Greater
Bay Area
The Greater Bay Area comprises the major urban
centers of Guangdong, Hong Kong, and Macau and is one of the world’s largest financial services markets, with an overall economy
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; and
●
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
2023. 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;
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●
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. In the first
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. At RMB 101
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
On June 29, 2020, the People’s Bank
of China, the Hong Kong Monetary Authority (HKMA) and the Monetary Authority of Macau jointly announced the introduction of the
cross-boundary wealth management connect pilot scheme (Wealth Management Connect scheme) in the GBA, which will allow residents
in the GBA to invest in wealth management products distributed by banks across the region. The scheme helps promote investment diversification
and facilitate capital flow within the GBA, promote RMB internationalization and strengthen Hong Kong’s status as an offshore
RMB hub.
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
of RMB. 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.
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Future expansion plan to 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
our operations. While we have no operations in China, it is and will continue to be part of our strategy to market and sell our products
and services to Chinese customers located in mainland China from its Hong Kong based operating subsidiaries through partnerships
or customer referrals.
After a 6-month project with a consulting
firm to study our capability and competitive advantages, we identified four strategic enablers, including (1) partnership development;
(2) establishing a lead management platform; (3) establishing a service center for our customers; and (4) digital marketing.
Multiple collaboration models have been designed, with potential partners identified for implementation. We intend for these initiatives
to drive business growth through customer acquisition and cross-selling combined with increased use of data analytics.
Strategic Enablers to Capture GBA Opportunities
China B2B Partnership for Customer Acquisition
We intend to upsell selected customers simple
insurance products through our local insurance brokerage channel, by using free insurance protection products to attract customers, and
then conducting customer behavioral analysis and product matching. Based on the analysis of social media interaction and digital marketing,
we market our international and partnership offerings to customers who demonstrate interest and refer them to our network of financial
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.
We are currently in active discussions to establish
a strategic partnership with a top asset manager (the “Potential Partner”) in China to provide offshore insurance solutions
to the Potential Partner’s over 20 million nation-wide customers. The Potential Partner serves both individual affluent
and high-net-worth customers as well as institutions. Our management believes a strategic partnership with the Potential Partner
has the potential to increase our AUM and competitiveness by expanding the types of local and overseas investment vehicles available
to it and to further penetrate its existing customer database.
Service Centre for Customer and Partner Servicing
Leveraging our existing China local insurance
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 2024
and beyond.
Creating an Ecosystem Empowered by Fintech
Hong Kong’s Fintech Landscape
In July 2018, the HKMA introduced the “Open
API Framework” to facilitate the development and wider adoption of application programming interfaces or APIs by the banking sector.
The Open API Framework functions include product information, customer acquisition, account information and transactions. The HKMA also
launched the Faster Payment System in September 2018 to facilitate real-time payments and fund transfers between banks and
stored value facility operators with the use of a recipient’s mobile number or email address as an account proxy. We believe that,
with the on-going business integration with the GBA, Hong Kong is likely to see further liberalization in the financial services
sector in the coming years, especially in relation to the use of financial technologies.
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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. In
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”. The
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
Existing Infrastructure and Partners
To provide a seamless customer journey, increase
customers’ stickiness and deepen their share wallet, our future strategic focus intends to create an integrated digital ecosystem
by leveraging existing infrastructure, customers and partners.
We intend to realize synergies across different
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; and
●
using our sales teams at our financial advisory business as a
large distribution channel.
Our digital platform is one of its core customer
acquisition engines which we intend to further equip with functionalities including a cash management tool for customers, and a transaction
platform that encompasses insurance and investment products, retail consumption, medical appointments, content marketing and social sharing.
By targeting customers’ needs at various
life stages, we intend to provide a one-stop service to customers while enhancing its cross-selling business opportunities. Further
collaboration will also be sought in the future with its local partners and overseas fintech investments. Fintech will continue to invest
in fintech developments to improve its capabilities and attract local and global business partners.
Our Corporate Information
We were originally incorporated on October 8,
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 Kong.
Intellectual Property
We own domain names and trademarks. We are currently
in the process of re-branding our business and as part of this exercise, AGBA is in the process of obtaining domain names and trademark
registrations for its new brands, such as “TAG,” “OnePlatform,”, “AGBA Focus”, “AGBA Perform”
and “AGBA Group,” among others. To protect its existing and potential, future intellectual property, we have entered into
confidentiality and proprietary rights agreements with employees, consultants, contractors and business partners; employees and contractors
are also subject to invention assignment provisions. As part of its contracting process with third parties, we use contract terms such
as limited licenses, restrictions on use, and confidentiality, as additional measures to protect its intellectual property.
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Facilities
Our headquarters in Hong Kong is located at AGBA
Tower, 68 Johnston Road, Wan Chai, Hong Kong, which is situated in one of Hong Kong’s prime central business districts. The lease
agreement for the building, between Viewbest Investments Limited (Viewbest), as landlord, and Legacy Group, was executed on June 14,
2019.
The term of the AGBA Tower lease is six years,
with a tentative expiry date of February 28, 2026.
While we are not the party to the AGBA Tower
lease agreement, we are currently occupying space in the building.
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.
Employees
As of December 31, 2023, we had 176 full-time
and full-time equivalent employees. None of the employees are represented by a labor union, and we consider our employee relations to
be good.
Website Access to Company’s Reports
and Disclosure Information
Our internet website address is https://www.agba.com,
to which we regularly post copies of our press releases as well as additional information about us. Our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed, will be available to you free
of charge through the Investors section of our website as soon as reasonably practicable after such materials have been electronically
filed with, or furnished to, the Securities and Exchange Commission (the “SEC”). The SEC maintains an internet site (http://www.sec.gov)
that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
We include our web site address in this Annual Report on Form 10-K only as an inactive textual reference. Information contained in our
website does not constitute a part of this report or our other filings with the SEC.
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