REG - HSBC Holdings PLC - Company Information Sheet

HSBC HoldingsAnnouncement

07/01/2025 10:00

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RNS Number : 4024S  HSBC Holdings PLC  07 January 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this document, make no
representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this document.

 

7 January 2025

(Hong Kong Stock Code: 5)

 

HSBC HOLDINGS PLC

 

COMPANY INFORMATION SHEET

 

This information sheet is published pursuant to Rule 19.60 of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
(the "HK Listing Rules") and is provided for the purpose of giving information
to the public about HSBC Holdings plc (the "Company") as at the date of this
information sheet. The information does not purport to be a complete summary
about the Company and/or its securities.

 

Summary of Novel Waivers

 

The Company has been granted certain waivers from strict compliance with the
HK Listing Rules and the Code on Share Buy-backs (the "Buy-backs Code"). The
following are the novel waivers granted to the Company:

 Relevant Rule Waived                           Subject Matter
 Rules 10.06(1) to (5) of the HK Listing Rules  Rule 10.06(1) to (5) sets out certain requirements and restrictions on
                                                purchase of an issuer's shares or securities carrying a right to subscribe or
                                                purchase shares by an issuer or its subsidiaries.

                                                The Intermediaries Exemption Waiver

                                                Pursuant to this waiver, purchases of the Company's shares made by HSBC
                                                Securities (USA) Inc., HSBC Bank plc, The Hongkong and Shanghai Banking
                                                Corporation Limited and HSBC France (collectively, "the Relevant
                                                Subsidiaries") in the ordinary course of business of the respective Relevant
                                                Subsidiaries as an intermediary and in relation to certain activities (such as
                                                client facilitation trading and derivatives hedging) are exempt from
                                                compliance with Rules 10.06(1) to (5).

                                                This waiver is granted subject to certain conditions, including that the
                                                Company will report the net long positions held by the Relevant Subsidiaries
                                                in the Company's shares (together with the net long positions in the Company's
                                                CCSs pursuant to the CCS Waiver (as set out below) to The Stock Exchange of
                                                Hong Kong Limited (the "HK Stock Exchange") and the Securities and Futures
                                                Commission when the aggregate of such net long positions at the end of a
                                                trading day exceeds 0.5% of the Company's issued shares.

                                                This waiver allows the Relevant Subsidiaries to take advantage of the
                                                exemption under English law which allows subsidiaries to hold shares in their
                                                parent company in their ordinary course of business as an intermediary.

                                                CCS Waiver

                                                Contingent convertible securities ("CCSs") are debt securities which may, in
                                                certain prescribed circumstances, convert into ordinary shares of the Company.

                                                Pursuant to this waiver, the distribution, acquisition, holding and disposal
                                                of the CCSs by the Relevant Subsidiaries, including their roles as manager,
                                                global co-ordinator, bookrunner, stabilising manager and/or underwriter of any
                                                issuance of CCSs, and any market-making activity in the secondary market or
                                                similar activity intended to facilitate liquidity in the CCSs, are exempt from
                                                compliance with Rules 10.06(1) to (5).

                                                This waiver is granted subject to certain conditions, including that the
                                                Company will report the net long positions held by the Relevant Subsidiaries
                                                in the Company's CCSs (together with the net long positions in the Company's
                                                shares held pursuant to the Intermediaries Exemption Waiver) to the HK Stock
                                                Exchange and the SFC when the aggregate of such net long positions at the end
                                                of a trading day exceeds 0.5% of the Company's issued shares.

                                                This waiver allows the Relevant Subsidiaries to support the issuance of CCSs
                                                by the Company in the abovementioned managing, underwriting and/or
                                                market-making roles, which is common for financial institutions issuing debt
                                                securities.
 Rule 10.06(2)(e) of the HK Listing Rules       Rule 10.06(2)(e) stipulates that an issuer shall not purchase its shares on
                                                the HK Stock Exchange during certain closed periods.

                                                Buyback during closed periods

                                                This waiver is granted in connection with a share buyback (the

                                                "Buyback") by the Company in the United Kingdom and Hong Kong which will be
                                                put forward for the shareholders' approval at the Company's annual general
                                                meeting.

                                                Pursuant to this waiver, the Company is permitted to conduct the Buyback
                                                during the closed periods or when the Company is in possession of inside
                                                information, provided that the relevant broker(s) appointed by the Company for
                                                the Buyback is appointed on irrevocable non-discretionary basis and the
                                                Buyback will be subject to certain purchase restrictions on the price that the
                                                broker must pay for the shares and the volume and speed which it can make
                                                purchases.

 Rule 10.06(3) of the HK Listing Rules          Rule 10.06(3) requires that an issuer should seek the HK Stock Exchange's
                                                approval before issuing new shares or announcing a new issue of shares within
                                                30 days after the issuer's purchase of its own shares.

                                                Consent to issue new CCSs

                                                Pursuant to this consent, the Company is permitted to issue new CCSs, within
                                                30 days after purchase of shares under the buyback program.
 Rule 13.36(1) of the HK Listing Rules          Rule 13.36(1) requires that shareholders' approval shall be obtained prior to
                                                issue of convertible securities.

                                                Authority to issue CCSs

                                                Pursuant to this waiver, the Company is permitted to seek (and if approved, to
                                                utilise) an authority (the "Mandate") to issue CCSs (and to allow ordinary
                                                shares into which they may be converted or exchanged) in excess of the limit
                                                of the general mandate of 20 per cent of the Company's issued share capital.

                                                This waiver has been granted on terms that permit the Mandate, if approved, to
                                                continue in force until: (1) the conclusion of the first annual general
                                                meeting of the Company following the date on which the Mandate is approved (or
                                                an earlier date which the Company may specify) at which time the Mandate shall
                                                lapse unless it is renewed, either unconditionally or subject to conditions;
                                                or (2) such time as it is revoked or varied by ordinary resolutions of the
                                                shareholders in general meeting.
 Buy-backs Code                                 The Share Buy-backs Code sets out certain requirements and restrictions for an
                                                issuer conducting share buyback.

                                                As set out in the paragraph headed "CCS Waiver" above, the Relevant
                                                Subsidiaries of the Company will deal in the CCSs in the manner and for the
                                                reasons stated above.

                                                Dealings in CCSs

                                                Pursuant to this waiver, dealings by the Relevant Subsidiaries in the CCSs are
                                                exempt from compliance with the Buy-backs Code.

 

The directors collectively and individually undertake to publish a revised
Company Information Sheet when there are any material changes to the
information disclosed since the last publication.

The Board of Directors of HSBC Holdings plc as at the date of this document
comprises:

Sir Mark Edward Tucker*, Georges Bahjat Elhedery, Geraldine Joyce
Buckingham(†), Rachel Duan(†), Dame Carolyn Julie Fairbairn(†), James
Anthony Forese(†), Ann Frances Godbehere(†), Steven Craig
Guggenheimer(†), Manveen (Pam) Kaur, Dr José Antonio Meade
Kuribreña(†), Kalpana Jaisingh Morparia(†), Eileen K Murray(†), Brendan
Robert Nelson(†) and Swee Lian Teo(†).

* Non-executive Group Chairman

† Independent non-executive Director

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