REG - HSBC Holdings PLC - Privatisation of HangSengBank- Results of Meetings

HSBC HoldingsAnnouncement

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RNS Number : 1905O  HSBC Holdings PLC  08 January 2026

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this announcement, 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 announcement.

 

This announcement is for information purposes only and does not constitute, or
form part of, any invitation or offer to acquire, purchase or subscribe for
any securities of HSBC Holdings, HSBC Asia Pacific or Hang Seng Bank, nor is
it an invitation or offer to or a solicitation of any offer to acquire,
purchase or subscribe for securities of HSBC Holdings, HSBC Asia Pacific or
Hang Seng Bank, or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of securities
of HSBC Holdings, HSBC Asia Pacific or Hang Seng Bank in any jurisdiction in
contravention of applicable law. This announcement is not for release,
publication or distribution, in whole or in part, in or into or from any other
jurisdiction where to do so would constitute a violation of the relevant laws
or regulations of such jurisdiction.

 

 HSBC Holdings plc                                       Hang Seng Bank Limited

 (Hong Kong Stock Code: 5)                               (Stock Codes: 11 (HKD Counter) and 80011 (RMB Counter))

 The Hongkong and Shanghai Banking Corporation Limited

 
 

JOINT ANNOUNCEMENT

 

(1) PROPOSAL FOR THE PRIVATISATION OF HANG SENG BANK LIMITED

BY THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

BY WAY OF A SCHEME OF ARRANGEMENT

UNDER SECTION 673 OF THE COMPANIES ORDINANCE

 

(2) PROPOSED WITHDRAWAL OF LISTING OF HANG SENG BANK SHARES

 

(3) RESULTS OF THE HANG SENG BANK COURT MEETING AND

THE HANG SENG BANK GENERAL MEETING

 

AND

 

(4) CLOSURE OF REGISTER OF MEMBERS OF HANG SENG BANK LIMITED

 

 

 Joint Financial Advisers to HSBC Holdings and HSBC Asia Pacific                                                                                    Financial Adviser to Hang Seng Bank

 (in alphabetical order)

 BofA Securities           Goldman Sachs                                                                                                            Morgan Stanley

 Financial Adviser to HSBC Asia Pacific                                                                                                             Independent Financial Adviser to the Hang Seng Bank IBC

 The Hongkong and Shanghai Banking Corporation Limited                                                                                              Somerley Capital Limited

 RESULTS OF THE HANG SENG BANK COURT MEETING AND THE HANG SENG BANK GENERAL
 MEETING

 On Thursday, 8 January 2026,

 (i)   the resolution to approve the Scheme was approved at the Hang Seng
 Bank Court Meeting; and

 (ii)  the special resolution to approve and give effect to the Proposal and
 the Scheme, including the reduction and restoration of the issued share
 capital of Hang Seng Bank under the Proposal and the Scheme, was approved at
 the Hang Seng Bank General Meeting.

 CLOSURE OF REGISTER OF MEMBERS

 For the purpose of determining the Scheme Shareholders who are qualified for
 the entitlements to the Scheme Consideration under the Scheme, the register of
 members of Hang Seng Bank will be closed from Tuesday, 20 January 2026 onwards
 and during such period, no transfer of Hang Seng Bank Shares will be effected.

 PROPOSED WITHDRAWAL OF LISTING OF HANG SENG BANK SHARES

 Subject to the Scheme becoming binding and effective, it is expected that the
 listing of the Hang Seng Bank Shares on the Hong Kong Stock Exchange will be
 withdrawn with effect from 4:00 p.m. on Tuesday, 27 January 2026.

 

INTRODUCTION

 

Reference is made to the composite scheme document dated 15 December 2025
jointly issued by HSBC Holdings plc ("HSBC Holdings"), The Hongkong and
Shanghai Banking Corporation Limited ("HSBC Asia Pacific") and Hang Seng Bank
Limited ("Hang Seng Bank") in relation to the Proposal and the Scheme (the
"Scheme Document").

 

Unless otherwise defined herein, terms defined in the Scheme Document shall
have the same meanings when used in this joint announcement.

 

RESULTS OF THE HANG SENG BANK COURT MEETING

 

The Hang Seng Bank Court Meeting was held on Thursday, 8 January 2026 in the
form of a hybrid meeting at Grand Ballroom, 16/F, Hopewell Hotel, 15 Kennedy
Road, Wan Chai, Hong Kong and via the Court Meeting Online Platform
(https://meetings.computershare.com/HangSengCourtMeeting
(https://meetings.computershare.com/HangSengCourtMeeting) ).

 

Under section 670 of the Companies Ordinance, where an arrangement is proposed
to be entered into by a company with the members, or any class of the members,
of the company, the High Court may, on an application made by the company, any
of the members or any member of that class, order a meeting of those members
or of that class of members, as the case may be, to be summoned in any manner
that the High Court directs.

 

Under section 673 of the Companies Ordinance, if the members or the class of
members with whom the arrangement is proposed to be entered into agree or
agrees to the arrangement, the High Court may, on application by the company,
any of the members or any member of that class, as the case may be, sanction
the arrangement. An arrangement sanctioned by the High Court as aforesaid is
binding on the company and the members or the class of members with whom the
arrangement is proposed to be entered into.

 

The Scheme is a takeover offer under section 674 of the Companies Ordinance.
Under section 674 of the Companies Ordinance, where the arrangement involves a
takeover offer, the members or the class of members agree or agrees to the
arrangement if, at a meeting summoned as directed by the High Court, members
representing at least 75% of the voting rights of the members or the class of
members, as the case may be, present and voting, in person, via the Court
Meeting Online Platform or by proxy, agree to the arrangement and the votes
cast against the arrangement at the meeting do not exceed 10% of the total
voting rights attached to all the Ordinance Disinterested Shares in the
company or of the class in the company, as the case may be.

 

In addition to satisfying the requirements imposed by law as summarised above,
Rule 2.10 of the Takeovers Code requires, except with the consent of the
Executive, that the Scheme may only be implemented if:

 

(a) the Scheme is approved by at least 75% of the votes attaching to the Code
Disinterested Shares that are cast either in person, via the Court Meeting
Online Platform or by proxy at the Hang Seng Bank Court Meeting; and

 

(b) the number of votes cast against the resolution to approve the Scheme at
the Hang Seng Bank Court Meeting is not more than 10% of the votes attaching
to all the Code Disinterested Shares.

 

At the Hang Seng Bank Court Meeting:

 

(i)   holders of 236,604,569 Scheme Shares (representing approximately
85.75% of the voting rights of the Scheme Shareholders present and voting in
person, via the Court Meeting Online Platform or by proxy at the Hang Seng
Bank Court Meeting) voted in favour of the resolution to approve the Scheme
and holders of 39,304,688 Ordinance Disinterested Shares (representing (i)
approximately 14.25% of the voting rights of the Scheme Shareholders present
and voting in person, via the Court Meeting Online Platform or by proxy at the
Hang Seng Bank Court Meeting and (ii) approximately 5.89% of the total voting
rights attaching to all the Ordinance Disinterested Shares) voted against the
resolution to approve the Scheme; and

 

(ii)  Code Disinterested Shareholders holding 236,604,569 Code Disinterested
Shares (representing approximately 85.75% of the votes attaching to the Code
Disinterested Shares that were cast in person, via the Court Meeting Online
Platform or by proxy at the Hang Seng Bank Court Meeting) voted in favour of
the resolution to approve the Scheme and Code Disinterested Shareholders
holding 39,304,688 Code Disinterested Shares (representing (i) approximately
14.25% of the voting rights attaching to the Code Disinterested Shares that
were cast in person, via the Court Meeting Online Platform or by proxy at the
Hang Seng Bank Court Meeting and (ii) approximately 5.94% of the total voting
rights attaching to all the Code Disinterested Shares) voted against the
resolution to approve the Scheme.

 

Accordingly, the resolution proposed at the Hang Seng Bank Court Meeting to
approve the Scheme was duly passed in accordance with the requirements of
sections 673 and 674 of the Companies Ordinance and Rule 2.10 of the Takeovers
Code.

 

As at the Meeting Record Time:

 

(1) the issued share capital of Hang Seng Bank comprised 1,872,937,536 Hang
Seng Bank Shares;

 

(2) there were (a) no treasury shares held by Hang Seng Bank (including any
treasury shares held or deposited with CCASS) and (b) no Hang Seng Bank Shares
repurchased by Hang Seng Bank which were pending cancellation;

 

(3) HSBC Asia Pacific (through its wholly-owned subsidiary Wayfoong Nominees
Limited) held 1,188,057,371 Hang Seng Bank Shares as a strategic shareholding,
representing approximately 63.43% of the total issued share capital of Hang
Seng Bank. Such Hang Seng Bank Shares did not form part of the Scheme Shares.
HSBC Asia Pacific confirms that such Hang Seng Bank Shares were not voted at
the Hang Seng Bank Court Meeting;

 

(4) the Scheme Shares comprised a total of 684,880,165 Hang Seng Bank Shares
held or beneficially owned by the Scheme Shareholders (including the HSBC Asia
Pacific Concert Parties), representing approximately 36.57% of the total
issued Hang Seng Bank Shares;

 

(5) save for the Hang Seng Bank Shares which were held by (i) members of the
HSBC Group and the Hang Seng Bank Group for and on behalf of non-discretionary
clients (including, for example, as a custodian or a non-discretionary
trustee) and (ii) any member of the BofA Securities group or the Goldman Sachs
group for and on behalf of their respective non-discretionary clients or in
the capacity as exempt principal traders or exempt fund managers (in each case
recognised by the Executive as such for the purpose of the Takeovers Code),
HSBC Asia Pacific and HSBC Asia Pacific Concert Parties held an aggregate of
22,813,471 Hang Seng Bank Shares which formed part of the Scheme Shares,
representing approximately 1.22% of the total issued share capital of Hang
Seng Bank.  HSBC Asia Pacific confirms that such Hang Seng Bank Shares were
not voted at the Hang Seng Bank Court Meeting;

 

(6) Luanne Lim Hui Hung held 2,000 Hang Seng Bank Shares, representing
approximately 0.0001% of the total issued share capital of Hang Seng Bank. Ms.
Lim is an executive director and chief executive of Hang Seng Bank. Her
positions with the Hang Seng Bank Group do not render her an HSBC Asia Pacific
Concert Party. Both Ms. Lim and HSBC Asia Pacific confirm that Ms. Lim is not
acting in concert with HSBC Asia Pacific. However, in the light of her
position held within the HSBC Group entities, Ms. Lim has undertaken to
abstain from voting at the Hang Seng Bank Court Meeting in respect of her own
beneficial holdings in the Hang Seng Bank Shares. Ms. Lim has confirmed that
such Hang Seng Bank Shares were not voted at the Hang Seng Bank Court Meeting;

 

(7) the HSBC Group (including but not limited to HSBC Asia Pacific and the
Hang Seng Bank Group) held approximately 390,684,259 Hang Seng Bank Shares on
a non-discretionary basis and on behalf of its clients. Such Hang Seng Bank
Shares formed part of the Scheme Shares and were permitted to be voted at the
Hang Seng Bank Court Meeting;

 

(8) Hang Seng Bank Shares held by members of Morgan Stanley group, the BofA
Securities group or the Goldman Sachs group respectively acting in the
capacity of exempt principal trader were not permitted to be voted at the Hang
Seng Bank Court Meeting unless the Executive allowed such Hang Seng Bank
Shares to be so voted. Hang Seng Bank Shares held by such exempt principal
traders in the Morgan Stanley group, the BofA Securities group or the Goldman
Sachs group respectively were allowed to be voted at the Hang Seng Bank Court
Meeting if (i) the relevant connected exempt principal trader held the Hang
Seng Bank Shares as a simple custodian for and on behalf of non-discretionary
clients, and (ii) there were contractual arrangements in place between the
relevant connected exempt principal trader and its clients that strictly
prohibited the relevant connected exempt principal trader from exercising any
voting discretion over the relevant Hang Seng Bank Shares, and all voting
instructions originated from the client only (if no instructions were given,
then no votes were permitted to be cast for the relevant Hang Seng Bank Shares
held by the relevant connected exempt principal trader). Morgan Stanley has
confirmed exempt principal traders in the Morgan Stanley group, BofA
Securities has confirmed exempt principal traders in the BofA Securities
group, and Goldman Sachs has confirmed exempt principal traders in the Goldman
Sachs group, respectively, did not exercise voting rights attached to the Hang
Seng Bank Shares held by them (other than those Hang Seng Bank Shares held by
such exempt principal trader as a simple custodian for and on behalf of
non-discretionary clients who were entitled to vote in the context of the
Proposal and over which the relevant exempt principal trader had no voting
discretion) at the Hang Seng Bank Court Meeting;

 

(9) the total number of Ordinance Disinterested Shares for the purpose of
sections 673 and 674 of the Companies Ordinance was 667,232,880, representing
approximately 35.62% of the total issued share capital of Hang Seng Bank.
Accordingly, 10% of the Ordinance Disinterested Shares amounted to 66,723,288
Hang Seng Bank Shares; and

 

(10)   the total number of Code Disinterested Shares for the purpose of Rule
2.10 of the Takeovers Code was 662,066,694, representing approximately 35.35%
of the total issued share capital of Hang Seng Bank. Accordingly, 10% of the
Code Disinterested Shares amounted to 66,206,669 Hang Seng Bank Shares.

 

Save as disclosed in paragraph (8) above, no Scheme Shareholder was required
to abstain from voting, or abstain from voting in favour of the Scheme, at the
Hang Seng Bank Court Meeting in accordance with the Takeovers Code or the Hong
Kong Listing Rules (including Rule 13.40 of the Hong Kong Listing Rules).
 Save as disclosed in paragraphs (5), (6) and (8) above, the Scheme Document
did not indicate any Scheme Shareholder's intention to vote against or to
abstain from voting in respect of the Scheme at the Hang Seng Bank Court
Meeting.

 

Ms. Cordelia Chung, an independent non-executive director of Hang Seng Bank,
was the chairman of the Hang Seng Bank Court Meeting. Mr. Edward Cheng Wai
Sun, being an independent non-executive director of Hang Seng Bank and the
Chairman of the Hang Seng Bank Board,  Ms. Luanne Lim Hui Hung and Ms. Saw
Say Pin, both being executive directors of Hang Seng Bank, and Mr. Clement
Kwok King Man, Ms. Patricia Lam Sze Wan, Ms. Lin Huey Ru and Ms. Wang Xiao
Bin, all being independent non-executive directors of Hang Seng Bank, attended
the Hang Seng Bank Court Meeting.

 

Computershare Hong Kong Investor Services Limited, being the Share Registrar,
was the scrutineer for the vote-taking at the Hang Seng Bank Court Meeting.

 

RESULTS OF THE HANG SENG BANK GENERAL MEETING

 

The Hang Seng Bank General Meeting was held on Thursday, 8 January 2026 in the
form of a hybrid meeting at Grand Ballroom, 16/F, Hopewell Hotel, 15 Kennedy
Road, Wan Chai, Hong Kong and via the General Meeting Online Platform
(https://meetings.computershare.com/HangSengGeneralMeeting
(https://meetings.computershare.com/HangSengGeneralMeeting) ).

 

The poll results in respect of the special resolution proposed at the Hang
Seng Bank General Meeting were as follows:

 

 Special Resolution                                                               Votes cast (including by proxy)

                                                                                  (approximate %)
                                                                                  Total          For            Against
 To approve the Scheme between Hang Seng Bank and the Scheme Shareholders; for    1,463,860,421  1,424,322,294  39,538,127
 the purpose of giving effect to the Scheme, to approve (i) the reduction of

 the share capital of Hang Seng Bank, (ii) the increase in the share capital of   (100%)         (97.30%)       (2.70%)
 Hang Seng Bank and (iii) the allotment and issue of new shares in the capital
 of Hang Seng Bank to HSBC Asia Pacific (or its nominee); to approve the
 withdrawal of listing of shares of Hang Seng Bank on the Hong Kong Stock
 Exchange, subject to the Scheme taking effect; and to authorise the directors
 of Hang Seng Bank to do all acts and things considered by them to be necessary
 or desirable in connection with the implementation of the Scheme, as more
 particularly set out in the Notice of Hang Seng Bank General Meeting dated 15
 December 2025.

 

Accordingly, the special resolution to approve and give effect to the Proposal
and the Scheme, including the reduction and restoration of the issued share
capital of Hang Seng Bank under the Proposal and the Scheme, was duly approved
(by way of a poll) by a majority of at least 75% of the votes cast by the Hang
Seng Bank Shareholders present and voting in person, via the General Meeting
Online Platform and by proxy at the Hang Seng Bank General Meeting.

 

As at the date of the Hang Seng Bank General Meeting, a total of 1,872,937,536
Hang Seng Bank Shares were in issue and there were (a) no treasury shares held
by Hang Seng Bank (including any treasury shares held or deposited with CCASS)
and (b) no Hang Seng Bank Shares repurchased by Hang Seng Bank which were
pending cancellation.

 

There were no Hang Seng Bank Shares entitling the holders thereof to attend
where such holders were required to abstain from voting in favour of the
special resolution at the Hang Seng Bank General Meeting pursuant to Rule
13.40 of the Hong Kong Listing Rules. No Hang Seng Bank Shareholder was
required under the Hong Kong Listing Rules to abstain from voting on the
special resolution at the Hang Seng Bank General Meeting.  The Scheme
Document did not indicate any person's intention to vote against or to abstain
from voting on the special resolution at the Hang Seng Bank General Meeting.
All Hang Seng Bank Shareholders whose names appeared in the register of
members of Hang Seng Bank as at the Meeting Record Time were entitled to
attend and vote on the special resolution at the Hang Seng Bank General
Meeting.

 

Ms. Cordelia Chung was the chairman of the Hang Seng Bank General Meeting. Mr.
Edward Cheng Wai Sun, being an independent non-executive director of Hang Seng
Bank and the Chairman of the Hang Seng Bank Board,  Ms. Luanne Lim Hui Hung
and Ms. Saw Say Pin, both being executive directors of Hang Seng Bank, and Mr.
Clement Kwok King Man, Ms. Patricia Lam Sze Wan, Ms. Lin Huey Ru and Ms. Wang
Xiao Bin, all being independent non-executive directors of Hang Seng Bank,
 attended the Hang Seng Bank General Meeting.

 

Computershare Hong Kong Investor Services Limited, being the Share Registrar,
was the scrutineer for the vote-taking at the Hang Seng Bank General Meeting.

 

CURRENT STATUS OF THE CONDITIONS OF THE PROPOSAL

 

As at the date of this joint announcement, (i) Conditions (a) and (b) have
been satisfied; and (ii) Conditions (e) to (i) have been satisfied (but
subject to their ongoing satisfaction or (if applicable) waiver). In this
regard, the Proposal remains, and the Scheme will become binding and effective
on Hang Seng Bank and all the Scheme Shareholders, subject to the satisfaction
or (if applicable) waiver of the Conditions as stated in the section headed
"5. Conditions of the Proposal" in the Explanatory Statement set out on pages
96 to 100 of the Scheme Document.

 

Subject to such Conditions being satisfied or (if applicable) waived on or
before the Conditions Long Stop Date, the Scheme is expected to become binding
and effective on Monday, 26 January 2026. As at the date of this joint
announcement, none of HSBC Asia Pacific, HSBC Holdings and Hang Seng Bank is
aware of any facts or circumstances which would lead to such Conditions not
being fulfilled.

 

CLOSURE OF REGISTER OF MEMBERS FOR SCHEME ENTITLEMENT

 

For the purpose of determining the Scheme Shareholders who are qualified for
the entitlements to the Scheme Consideration under the Scheme, the register of
members of Hang Seng Bank will be closed from Tuesday, 20 January 2026 onwards
and during such period no transfer of Hang Seng Bank Shares will be effected.

 

In order to qualify for entitlements to the Scheme Consideration under the
Scheme, Scheme Shareholders should ensure that the transfers of Hang Seng Bank
shares to them are lodged with the Share Registrar at Shops 1712-1716, 17th
Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for
registration in their names or in the names of their nominees no later than
4:30 p.m. (Hong Kong time) on Monday, 19 January 2026.

 

EXPECTED LATEST TIME FOR TRADING OF HANG SENG BANK SHARES ON THE HONG KONG
STOCK EXCHANGE

 

Subject to the Scheme becoming binding and effective, the expected latest time
for trading of Hang Seng Bank Shares on the Hong Kong Stock Exchange is 4:10
p.m. on Wednesday, 14 January 2026.

 

PROPOSED WITHDRAWAL OF LISTING OF THE HANG SENG BANK SHARES

 

Subject to the Scheme becoming binding and effective, it is expected that the
listing of the Hang Seng Bank Shares on the Hong Kong Stock Exchange will be
withdrawn with effect from 4:00 p.m. on Tuesday, 27 January 2026. Hang Seng
Bank has applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock
Exchange has approved, the withdrawal of the Hang Seng Bank Shares from the
Hong Kong Stock Exchange in accordance with Rule 6.15(2) of the Hong Kong
Listing Rules subject to the Scheme becoming effective.

 

EXPECTED TIMETABLE

 

The timetable set out below is indicative only and is subject to change. Any
changes to the timetable will be jointly announced by HSBC Holdings, HSBC Asia
Pacific and Hang Seng Bank. Unless otherwise specified, all times and dates
refer to Hong Kong local times and dates.

 

                                                                                  Hong Kong time and date
 Expected latest time for trading of Hang Seng Bank Shares on the Hong Kong       4:10 p.m. on Wednesday, 14 January 2026
 Stock Exchange
 Latest time for lodging transfers of Hang Seng Bank Shares in order to qualify   4:30 p.m. on Monday, 19 January 2026
 for entitlements to the Scheme Consideration under the Scheme
 Register of members of Hang Seng Bank closed for determining entitlements to     From Tuesday, 20 January 2026 onwards
 the Scheme Consideration under the Scheme (Note 1)
 High Court hearing of the petition for the sanction of the Scheme (Note 2)       10:00 a.m. on Friday, 23 January 2026
 Announcement of (1) the results of the High Court hearing for the petition for   no later than 7:00 p.m. on Friday, 23 January 2026
 the sanction of the Scheme, (2) the expected Scheme Effective Date and (3) the
 expected date of the withdrawal of the listing of Hang Seng Bank Shares on the
 Hong Kong Stock Exchange posted on the website of the Hong Kong Stock Exchange
 Scheme Record Date                                                               Friday, 23 January 2026

 Scheme Effective Date (Notes 2 and 5)                                            Monday, 26 January 2026

 Announcement of (1) the Scheme Effective Date and (2) the withdrawal of the      Monday, 26 January 2026
 listing of Hang Seng Bank Shares on the Hong Kong Stock Exchange posted on the
 website of the Hong Kong Stock Exchange
 The withdrawal of the listing of Hang Seng Bank Shares on the Hong Kong Stock    4:00 p.m. on Tuesday, 27 January 2026
 Exchange becomes effective (Note 2)

 Latest time for (1) despatch of cheques for the payment of the Scheme            On or before Wednesday, 4 February 2026
 Consideration to Scheme Shareholders (other than HKSCC Nominees) and (2)

 payment of the Scheme Consideration to HKSCC Nominees by electronic bank
 transfer (Notes 3, 4 and 5)

 

Notes:

 

1.   The register of members of Hang Seng Bank will be closed during such
period for the purpose of determining the Scheme Shareholders who are
qualified for the entitlements to the Scheme Consideration under the Scheme.

 

2.   The High Court hearing will be held at the High Court at the High Court
Building, 38 Queensway, Hong Kong. Subject to the Conditions having been
satisfied or (if applicable) waived on or before the Conditions Long Stop
Date, the Scheme shall become binding and effective as soon as an office copy
of the order of the High Court sanctioning the Scheme (with or without
modification) and confirming the reduction of the share capital of Hang Seng
Bank provided for by the Scheme together with a minute and a return that
comply with subsections (2) and (3) of section 230 of the Companies Ordinance
shall have been delivered and registered by the Registrar of Companies in Hong
Kong. If the Proposal becomes unconditional and the Scheme becomes binding and
effective, it is expected that the listing of the Hang Seng Bank Shares on the
Hong Kong Stock Exchange will be withdrawn at 4:00 p.m. on Tuesday, 27 January
2026.

 

3.   Cheques for the payment of the Scheme Consideration to the Scheme
Shareholders (other than HKSCC Nominees), and payment of the Scheme
Consideration to HKSCC Nominees by electronic bank transfer, will be
despatched or made as soon as possible but in any event no later than the
seventh (7th) business day (as defined in the Takeovers Code) after the Scheme
Effective Date, and (if payment is made by way of cheques) such cheques will
be despatched by ordinary post in postage pre-paid envelopes addressed to the
Scheme Shareholders (other than HKSCC Nominees) at their respective addresses
as appearing in the register of members of Hang Seng Bank as at the Scheme
Record Date or, in the case of joint holders, at the address appearing in the
register of members of Hang Seng Bank as at the Scheme Record Date of the
joint holder whose name then stands first in the register of members of Hang
Seng Bank in respect of the relevant joint holding. All such cheques shall be
posted at the risk of the addressees and none of HSBC Holdings, HSBC Asia
Pacific, Hang Seng Bank, BofA Securities, Goldman Sachs, HSBC Asia Pacific FA,
Morgan Stanley, the Depositary (or any of its designees), the Hang Seng Bank
IFA and the Share Registrar and their respective directors, employees,
officers, agents, advisers, associates and affiliates and any other persons
involved in the Proposal shall be responsible for any loss or delay in the
despatch of the same. Your attention is also drawn to the section headed "15.
Registration and payment" in the Explanatory Statement set out on pages 110 to
112 of the Scheme Document.

 

4.   In the case of Hang Seng Bank ADSs, the Depositary will receive an
amount in Hong Kong dollars equal to the amount payable in respect of all the
Scheme Shares represented by the Hang Seng Bank ADSs no later than the seventh
(7th) business day (as defined in the Takeovers Code) after the Scheme
Effective Date. Upon receipt, the Depositary will convert such funds into US
dollars and thereafter pay to the Hang Seng Bank ADS Holders as a payment in
US dollars in proportion to the number of Hang Seng Bank ADSs held by such
Hang Seng Bank ADS Holders, in accordance with the Hang Seng Bank ADS Deposit
Agreement.

 

5.   If any severe weather condition is in force in Hong Kong: (a) at any
time before 12:00 p.m. but no longer in force at or after 12:00 p.m. on the
Scheme Effective Date or the latest date to despatch cheques for the payment
of the Scheme Consideration under the Scheme, the Scheme Effective Date or the
latest date to despatch cheques (as the case may be) will remain on the same
day; or (b) at any time at or after 12:00 p.m. on the Scheme Effective Date or
the latest date to despatch cheques for the payment of the Scheme
Consideration under the Scheme, the Scheme Effective Date or the latest date
to despatch cheques (as the case may be) will be rescheduled to the following
business day which does not have any of those warnings in force at 12:00 p.m.
and/or thereafter (or another business day thereafter that does not have any
severe weather condition at 12:00 p.m. or thereafter). For the purpose of this
note, "severe weather" refers to the scenario where a tropical cyclone warning
signal number 8 or above is hoisted, a black rainstorm warning and/or the
"Extreme Conditions" warning as announced by the Hong Kong Government is/are
in force in Hong Kong. Further announcement(s) will be made if there is any
change to the expected timetable as a result of any severe weather.

 

GENERAL

 

Immediately before 9 October 2025 (being the commencement date of the offer
period, within the meaning ascribed to such term under the Takeovers Code),
save for the relevant securities of Hang Seng Bank which were held by (i)
members of the HSBC Group and the Hang Seng Bank Group for and on behalf of
non-discretionary clients (including, for example, as a custodian or a
non-discretionary trustee) and (ii) any member of the BofA Securities group or
the Goldman Sachs group for and on behalf of their respective
non-discretionary clients or in the capacity as exempt principal traders or
exempt fund managers (in each case recognised by the Executive as such for the
purpose of the Takeovers Code), HSBC Asia Pacific and HSBC Asia Pacific
Concert Parties held, controlled or directed (x) a total of 1,209,367,223
 Hang Seng Bank Shares (representing approximately 64.57% of the total issued
share capital of Hang Seng Bank on 9 October 2025 (calculated on the basis
that the 2,800,000 Hang Seng Bank Shares that had been repurchased by Hang
Seng Bank as of 9 October 2025 had been cancelled)) and (y) warrants and
derivatives in respect of a total of 3,040,596 underlying reference Hang Seng
Bank Shares (representing approximately 0.16% of the total issued share
capital of Hang Seng Bank on 9 October 2025 (calculated on the basis that the
2,800,000 Hang Seng Bank Shares that had been repurchased by Hang Seng Bank as
of 9 October 2025 had been cancelled)). Save as disclosed in the foregoing
sentence, HSBC Asia Pacific and HSBC Asia Pacific Concert Parties did not
hold, control or have direction over any other Hang Seng Bank Shares or rights
over Hang Seng Bank Shares immediately before 9 October 2025.

 

Save as disclosed below, and save for the relevant securities of Hang Seng
Bank which were acquired or agreed to be acquired by (i) members of the HSBC
Group (including but not limited to HSBC Asia Pacific and the Hang Seng Bank
Group) for and on behalf of non-discretionary clients (including, for example,
as a custodian or a non-discretionary trustee) and (ii) any member of the BofA
Securities group or the Goldman Sachs group for and on behalf of their
respective non-discretionary clients or in the capacity as exempt principal
traders or exempt fund managers (in each case recognised by the Executive as
such for the purpose of the Takeovers Code), neither HSBC Asia Pacific nor any
HSBC Asia Pacific Concert Party acquired or agreed to acquire any Hang Sang
Bank Shares or any convertible securities, warrants, options or derivatives in
respect of any Hang Seng Bank Shares since 9 October 2025 (being the
commencement date of the offer period, within the meaning ascribed to such
term under the Takeovers Code) and up to the Meeting Record Time:

 

(a) HSBC Asia Pacific and HSBC Asia Pacific Concert Parties (excluding any
member of the Hang Seng Bank Group) acquired a total of 1,635,397  Hang Seng
Bank Shares (representing approximately 0.09% of the total issued share
capital of Hang Seng Bank as at the Meeting Record Time); and

 

(b) the Hang Seng Bank Group acquired a total of 4,193,864 Hang Seng Bank
Shares (representing approximately 0.22% of the total issued share capital of
Hang Seng Bank as at the Meeting Record Time).

 

For the avoidance of doubt, dealings in the relevant securities of Hang Seng
Bank which were conducted by entities within the HSBC Group on and subsequent
to 9 October 2025 up to and including the Meeting Record Time were conducted
pursuant to waivers and consents granted by the Executive as set out in the
announcement of HSBC Asia Pacific dated 27 November 2025 and the announcement
of Hang Seng Bank dated 27 November 2025 respectively (except for the dealings
in the Hang Seng Bank Shares by funds for which Internationale
Kapitalanlagegesellschaft mbH acts as the fund administrator who has delegated
and outsourced its trading discretion to third party asset managers while
retaining voting discretion over such Hang Seng Bank Shares).

 

As at the Meeting Record Time, save as disclosed below, and save in respect of
the relevant securities of Hang Seng Bank which were held by (i) any member of
the HSBC Group or the Hang Seng Bank Group for and on behalf of its
non-discretionary clients (including, for example, as a custodian or a
non-discretionary trustee) and (ii) any member of the BofA Securities group or
the Goldman Sachs group for and on behalf of their respective
non-discretionary clients, none of HSBC Asia Pacific or the HSBC Asia Pacific
Concert Parties had borrowed or lent any relevant securities of Hang Seng
Bank, save for any borrowed Hang Seng Bank Shares or any convertible
securities, warrants, options or derivatives in respect of Hang Seng Bank
Shares which have been either on-lent or sold:

 

 Name of holder  Nature of transaction  Number of Hang Seng Bank Shares to which it relates  Approximate percentage of Hang Seng Bank's issued share capital

                                                                                             (%)
 HSBC Bank plc   Borrowing              301,687                                              0.02

 

WARNING: Shareholders of and/or potential investors in HSBC Holdings and Hang
Seng Bank should be aware that the Proposal will only be implemented if all
the Conditions are satisfied or (if applicable) waived on or before the
Conditions Long Stop Date. Shareholders of and/or potential investors in HSBC
Holdings and Hang Seng Bank should therefore exercise caution when dealing in
the securities of HSBC Holdings and Hang Seng Bank respectively. Persons who
are in doubt as to the action they should take should consult their licensed
securities dealer or registered institution in securities, bank manager,
solicitor, professional accountant or other professional adviser.

 

 For and on behalf of                                    For and on behalf of

 HSBC Holdings plc                                       Hang Seng Bank Limited

 Brendan Nelson                                          Edward Cheng Wai Sun

 Group Chairman                                          Chairman

 For and on behalf of

 The Hongkong and Shanghai Banking Corporation Limited

 Dr. Peter Wong Tung Shun

 Non-executive Chairman

 

The board of directors of HSBC Holdings plc as at the date of this
announcement comprises: Brendan Robert Nelson*, Georges Bahjat Elhedery,
Geraldine Joyce Buckingham(†), Wei Sun Christianson(†), 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(†) and Swee Lian Teo(†).

( )

* Independent non-executive Chair

(†) Independent non-executive Director

 

The board of directors of HSBC Asia Pacific as at the date of this
announcement comprises: Dr. Peter Wong Tung Shun(#), David Gordon Eldon*,
David Liao Yi Chien, Surendranath Ravi Rosha, Paul Jeremy Brough*, Judy Chau
Lai Kun*, Edward Cheng Wai Sun*, Sonia Cheng Chi Man*, Choi Yiu Kwan*, Andrea
Lisa Della Mattea*, Manveen (Pam) Kaur(#), Rajnish Kumar*, Beau Kuok Khoon
Chen*, Fred Lam Tin Fuk* and Annabelle Long Yu*.

 

(#) Non-executive Directors

* Independent Non-executive Directors.

 

The Hang Seng Bank Board as at the date of this announcement comprises: Edward
Cheng Wai Sun* (Chairman), Luanne Lim Hui Hung (Chief Executive), Cordelia
Chung*, Kathleen Gan Chieh Huey(#), Clement Kwok King Man*, Patricia Lam Sze
Wan*, David Liao Yi Chien(#), Lin Huey Ru*, Saw Say Pin (Chief Financial
Officer), Wang Xiao Bin* and Catherine Zhou Rong(#).

 

(#) Non-executive Directors

* Independent Non-executive Directors

 

Hong Kong, 8 January 2026

 

 

 

 

 

 HSBC Holdings plc                                                               Hang Seng Bank Limited

 Registered Office and Group Head Office:                                        恒生銀行有限公司

 8 Canada Square, London E14 5HQ, United Kingdom                                 Registered Office and Head Office:

 Web: www.hsbc.com                                                               83 Des Voeux Road Central, Hong Kong

 Incorporated in England and Wales with limited liability. Registration number   Incorporated in Hong Kong with limited liability
 617987

 The Hongkong and Shanghai Banking Corporation Limited

 香港上海滙豐銀行有限公司

 Registered Office and Group Head Office:

 1 Queen's Road Central, Hong Kong

 Incorporated in Hong Kong with limited liability

 

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