REG - HSBC Holdings PLC - Privatisation of HangSengBank-Scheme Document Supp
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RNS Number : 9883L HSBC Holdings PLC 17 December 2025
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 AND
(2) PROPOSED WITHDRAWAL OF LISTING OF HANG SENG BANK SHARES
DISCLOSURE OF SUPPLEMENTAL INFORMATION UP TO LATEST PRACTICABLE DATE OF THE
SCHEME DOCUMENT
Joint Financial Advisers to HSBC Holdings and HSBC Asia Pacific Financial Adviser to Hang Seng Bank
(in alphabetical order) Morgan Stanley
BofA Securities Goldman Sachs
Independent Financial Adviser to the
Financial Adviser to HSBC Asia Pacific Hang Seng Bank IBC
The Hongkong and Shanghai Banking Corporation Limited Somerley Capital Limited
INTRODUCTION
Reference is made to (i) the joint announcement dated 9 October 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") pursuant to Rule 3.5 of the Hong Kong Code on Takeovers and
Mergers (the "Takeovers Code") regarding, among others, the proposal for the
privatisation of Hang Seng Bank by HSBC Asia Pacific by way of a scheme of
arrangement under section 673 of the Companies Ordinance (the "Scheme") (the
"Proposal"); (ii) the announcement dated 15 December 2025 jointly issued by
HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank in relation to, among
others, the despatch of the Scheme Document; and (iii) the composite scheme
document dated 15 December 2025 jointly issued by HSBC Holdings, HSBC Asia
Pacific and Hang Seng Bank in relation to the Proposal and the Scheme (the
"Scheme Document"). Unless otherwise defined herein, capitalised terms used in
this announcement shall have the same meanings as those defined in the Scheme
Document.
As disclosed in the Scheme Document, certain information in relation to the
holdings of, and dealings by, the HSBC Group (including HSBC Asia Pacific and
the Hang Seng Bank Group), BofA Securities and Goldman Sachs (as the joint
financial advisers to HSBC Holdings and HSBC Asia Pacific in respect of the
Proposal) in Hang Seng Bank Shares and other relevant securities of Hang Seng
Bank was provided as at, or for the relevant period up to, 10 December 2025,
being the latest practicable date prior to the publication of the Scheme
Document for the purposes of ascertaining such information.
Following the despatch of the Scheme Document, HSBC Holdings, HSBC Asia
Pacific and Hang Seng Bank wish to provide shareholders of and/or potential
investors in Hang Seng Bank with updated information regarding the relevant
holdings of, and dealings by, the HSBC Group (including HSBC Asia Pacific and
the Hang Seng Bank Group), BofA Securities and Goldman Sachs in Hang Seng Bank
Shares and other relevant securities of Hang Seng Bank as at, or for the
relevant period up to, 12 December 2025, being the Latest Practicable Date set
out in the Scheme Document.
DISCLOSURE OF INTERESTS IN RESPECT OF HANG SENG BANK SHARES
Shareholding structure of Hang Seng Bank as of the Latest Practicable Date and
effect of the Proposal and the Scheme
As at 12 December 2025 (being the Latest Practicable Date), other than the
issued share capital of Hang Seng Bank comprising 1,872,937,536 Hang Seng Bank
Shares (including the Hang Seng Bank Shares represented by the Hang Seng Bank
ADSs), there were no other relevant securities issued by Hang Seng Bank.
As at 12 December 2025 (being the Latest Practicable Date), save for the Hang
Seng Bank ADSs, Hang Seng Bank had no outstanding options, warrants,
derivatives or securities convertible into Hang Seng Bank Shares and no
relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in
issue other than its total issued share capital of 1,872,937,536 Hang Seng
Bank Shares (of which 4,080,454 Hang Seng Bank Shares were represented by Hang
Seng Bank ADSs).
Assuming that there is no change in the number of Hang Seng Bank Shares and no
change in the holdings of Hang Seng Bank Shares from 12 December 2025 up to
and including the Scheme Effective Date, the table below sets out the
shareholding structures of Hang Seng Bank as at 12 December 2025 (being the
Latest Practicable Date) and immediately upon the Scheme becoming binding and
effective:
Hang Seng Bank Shareholders As at 12 December 2025 Immediately upon the Scheme becoming binding and effective
(being the Latest Practicable Date)
Number of Hang Seng Bank Approximate % Number of Hang Seng Bank Approximate %
Shares (Note 11) Shares (Note 11)
HSBC Asia Pacific (with respect to the HSBC Asia Pacific Non-Scheme Shares) 1,188,057,371 63.4328 1,872,937,536 100
((Notes) (1) (and) (9))
HSBC Group discretionary fund managers, asset managers and principal traders, 17,544,205 0.9367 - -
and other
entities ((Note) (6))
Kathleen Gan Chieh Huey ((Note) (2)) 2,500 0.0001 - -
David Gordon Eldon ((Note) (3)) 300 0.0000 - -
The close relatives and controlled entities of Kuok Khoon Chen ((Note) (4)) 5,148,634 0.2749 - -
Camay Wong ((Note) (5)) 4,514 0.0002 - -
BofA Securities ((Note) (7)) 10,217 0.0005 - -
Goldman Sachs ((Note) (7)) 21 0.0000 - -
Aggregate number of Hang Seng Bank Shares held by HSBC Asia Pacific and HSBC 1,210,767,762 64.6454 1,872,937,536 100
Asia Pacific Concert Parties
Luanne Lim Hui Hung ((Note) (8)) 2,000 0.0001 - -
Other Code Disinterested 662,167,774 35.3545 - -
Shareholders
Aggregate number of Hang Seng Bank Shares held by Code 662,169,774 35.3546 - -
Disinterested Shareholders
Total number of Scheme Shares (Note 9) 684,880,165 36.5672 - -
Including: Ordinance 667,335,960 35.6304
Disinterested Shares
(Note 10)
Total number of Hang Seng Bank Shares 1,872,937,536 100 1,872,937,536 100
Notes:
(1) Such Hang Seng Bank Shares represent the strategic shareholding of
HSBC Asia Pacific in Hang Seng Bank, and are held by HSBC Asia Pacific through
its wholly-owned subsidiary, Wayfoong Nominees Limited.
(2) Kathleen Gan Chieh Huey is a director of HSBC Asia Holdings.
Therefore, Ms. Gan is an HSBC Asia Pacific Concert Party and is not a Code
Disinterested Shareholder. Kathleen Gan Chieh Huey is also a non-executive
director of Hang Seng Bank.
(3) David Gordon Eldon is a director of HSBC Asia Pacific. Therefore,
Mr. Eldon is an HSBC Asia Pacific Concert Party and is not a Code
Disinterested Shareholder.
(4) Kuok Khoon Chen is a director of HSBC Asia Pacific. As at 12
December 2025, (i) Teeku Limited, Rubi Limited and Rightune Limited (each
being companies controlled by Mr. Kuok's related trusts) held an aggregate of
2,000 Hang Seng Bank Shares; (ii) Alpha Model Limited, Bright Magic
Investments Limited, Kerry Trading Company Limited and Macromind Investments
Limited (each being subsidiaries of Kerry Group Limited, a company controlled
by Mr. Kuok and his close relatives (within the meaning of the Takeovers
Code)) held an aggregate of 3,118,052 Hang Seng Bank Shares; (iii) certain
close relatives (within the meaning of the Takeovers Code) of Mr. Kuok held an
aggregate of 1,866,582 Hang Seng Bank Shares; and (iv) Dime Group Limited,
Blazing Star International Limited and Magic Pearl Enterprises Limited (each
being companies controlled by related trusts of Mr. Kuok's close relatives
(within the meaning of the Takeovers Code)) held an aggregate of 162,000 Hang
Seng Bank Shares.
(5) Camay Wong is the wife of Dr. Peter Wong Tung Shun, a director of
HSBC Asia Pacific.
(6) Holdings, borrowings or lendings of relevant securities in Hang Seng
Bank by discretionary fund managers, asset managers and principal traders and
other entities within the HSBC Group (including but not limited to HSBC Asia
Pacific) reflects the holdings as at 12 December 2025.
Among the 17,544,205 Hang Seng Bank Shares, 1,609,200 Hang Seng Bank Shares
were held by HSBC Asia Pacific, 1,389,650 Hang Seng Bank Shares were held by
HSBC Global Asset Management (UK) Limited, 380,600 Hang Seng Bank Shares were
held by HSBC Global Asset Management (Hong Kong) Limited, 434,493 Hang Seng
Bank Shares were held by HSBC International Trustee Limited, 2,172,469 Hang
Seng Bank Shares were held by HSBC Trustee (Hong Kong) Limited, 298,200 Hang
Seng Bank Shares were held by Internationale Kapitalanlagegesellschaft mbH,
773 Hang Seng Bank Shares were held by HSBC Nominees (Hong Kong) Limited and
11,258,820 Hang Seng Bank Shares were held by HSVM, in each case, in the
ordinary course of business of the HSBC Group.
As at 12 December 2025, each of HSBC Global Asset Management (Hong Kong)
Limited, HSBC International Trustee Limited, HSBC Trustee (Hong Kong) Limited
and HSBC Nominees (Hong Kong) Limited was a subsidiary of HSBC Asia Pacific,
while each of HSBC Global Asset Management (UK) Limited and Internationale
Kapitalanlagegesellschaft mbH was a fellow subsidiary of HSBC Asia Pacific. As
at 12 December 2025, HSVM was a wholly-owned subsidiary of Hang Seng Bank, and
was therefore a majority-owned subsidiary of HSBC Asia Pacific.
Holdings, borrowings or lendings of relevant securities in Hang Seng Bank by
HSBC Asia Pacific and HSBC Asia Pacific Concert Parties in this announcement
exclude any holdings, borrowings or lendings on a non-discretionary basis for
and on behalf of its clients. As at 12 December 2025, the HSBC Group
(including but not limited to HSBC Asia Pacific and the Hang Seng Bank Group)
held approximately 387,762,601 Hang Seng Bank Shares on a non-discretionary
basis for and on behalf of its clients.
(7) BofA Securities and Goldman Sachs are joint financial advisers to
HSBC Holdings and HSBC Asia Pacific in connection with the Proposal.
BofA Securities, and the members of the BofA Securities group are presumed to
be acting in concert with HSBC Asia Pacific in relation to Hang Seng Bank
under class (5) of the definition of "acting in concert" under the Takeovers
Code (except in respect of Hang Seng Bank Shares held by exempt principal
traders or exempt fund managers, in each case recognised by the Executive as
such for the purpose of the Takeovers Code, and in respect of Hang Seng Bank
Shares held on behalf of non-discretionary investment clients). The BofA
Securities group (except in respect of Hang Seng Bank Shares held by exempt
principal traders or exempt fund managers, in each case recognised by the
Executive as such for the purpose of the Takeovers Code, and in respect of
Hang Seng Bank Shares held on behalf of non- discretionary investment clients)
held an aggregate of 10,217 Hang Seng Bank Shares (among which, 2,972 Hang
Seng Bank Shares were held by Managed Account Advisors, LLC, 271 Hang Seng
Bank Shares were held by Merrill Lynch, Pierce, Fenner & Smith
Incorporated in the form of Hang Seng Bank ADSs, and 6,974 Hang Seng Bank
Shares were held by Bank of America, National Association in the form of Hang
Seng Bank ADSs) as at 12 December 2025. As at 12 December 2025, each of
Managed Account Advisors, LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Bank of America, National Association was an affiliate of
BofA Securities; all were group companies of Bank of America Corp.
Goldman Sachs, and the members of the Goldman Sachs group are presumed to be
acting in concert with HSBC Asia Pacific in relation to Hang Seng Bank under
class (5) of the definition of "acting in concert" under the Takeovers Code
(except in respect of Hang Seng Bank Shares held by exempt principal traders
or exempt fund managers, in each case recognised by the Executive as such for
the purpose of the Takeovers Code, and in respect of Hang Seng Bank Shares
held on behalf of non-discretionary investment clients). The Goldman Sachs
group (except in respect of Hang Seng Bank Shares held by exempt principal
traders or exempt fund managers, in each case recognised by the Executive as
such for the purpose of the Takeovers Code, and in respect of Hang Seng Bank
Shares held on behalf of non-discretionary investment clients) held an
aggregate of 21 Hang Seng Bank Shares (all of which were held by Folio,
Investment Inc. in the form of Hang Seng Bank ADSs) as at 12 December 2025. As
at 12 December 2025, Folio, Investment Inc. was a member of the Goldman Sachs
group.
(8) Luanne Lim Hui Hung is an executive director and chief executive of
Hang Seng Bank. Ms. Lim's positions with the Hang Seng Bank Group do not
render her an HSBC Asia Pacific Concert Party. Neither do her current or past
positions within the HSBC Group (excluding the Hang Seng Bank Group) 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.
Accordingly, the Hang Seng Bank Shares held by Ms. Lim will form part of the
Code Disinterested Shares. However, in the light of her position held within
the HSBC Group entities, Ms. Lim will abstain from voting at the Hang Seng
Bank Court Meeting in respect of her own beneficial holdings in the Hang Seng
Bank Shares. She confirms that she would otherwise intend to vote for the
Proposal and the Scheme at the Hang Seng Bank Court Meeting in respect of her
own beneficial holdings in the Hang Seng Bank Shares.
(9) The HSBC Asia Pacific Non-Scheme Shares will not form part of the
Scheme Shares. The other Hang Seng Bank Shares in issue as at the Scheme
Record Date (including but not limited to the HSBC Asia Pacific Scheme Shares
and all the Hang Seng Bank Shares held by the HSBC Asia Pacific Concert
Parties) will form part of the Scheme Shares.
Under the Scheme, part of the issued share capital of Hang Seng Bank will, on
the Scheme Effective Date, be reduced by cancelling and extinguishing the
Scheme Shares. Immediately after such cancellation and extinguishment, the
issued share capital of Hang Seng Bank will be restored to the amount
immediately before such cancellation and extinguishment by the allotment and
issue by Hang Seng Bank to HSBC Asia Pacific (or its nominee) of such number
of new Hang Seng Bank Shares as is equal to the number of the Scheme Shares
cancelled and extinguished on the Scheme Effective Date. The reserve created
in Hang Seng Bank's books of account as a result of the capital reduction will
be applied in paying up in full the new Hang Seng Bank Shares so allotted and
issued to HSBC Asia Pacific (or its nominee). The shareholding of HSBC Asia
Pacific immediately upon the Scheme becoming binding and effective represents
the HSBC Asia Pacific Non-Scheme Shares and the aforementioned new Hang Seng
Bank Shares allotted and issued to HSBC Asia Pacific (or its nominee) as is
equal to the number of the Scheme Shares cancelled and extinguished under the
Scheme.
(10) As of 12 December 2025, there were 667,335,960 Ordinance Disinterested
Shares in issue (representing approximately 35.6304% of the total issued share
capital of Hang Seng Bank), subject to the qualifications set out in this
table.
(11) All percentages in the above table are subject to rounding adjustments
and may not add up to 100%.
Holdings in warrants or derivatives in respect of Hang Seng Bank Shares by
HSBC Asia Pacific and the HSBC Asia Pacific Concert Parties as at 12 December
2025
Number of
Reference underlying Approximate
Price/ reference percentage
Exercise Hang Seng Bank of Hang Seng
Price Long position/ Shares to Bank's issued
Entity Maturity Date (HK$) short position which it relates share capital
(%)
HSBC Asia Pacific 5 March 2026 113.20 Long 921,000 0.049
HSBC Asia Pacific 30 July 2026 118.916 Long 6,280 0.000
HSBC Asia Pacific 2 September 2026 115.00 Long 108,696 0.005
HSBC Asia Pacific 2 October 2026 131.676 Long 234,840 0.012
Borrowing or lending of any Hang Seng Bank Shares or any convertible
securities, warrants, options or derivatives in respect of Hang Seng Bank
Shares, 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, by HSBC Asia Pacific and the
HSBC Asia Pacific Concert Parties as at 12 December 2025
Name of holder Nature of transaction Number of Hang Seng Bank Shares to which Approximate percentage of
it relates Hang Seng Bank's
issued share
capital
(%)
HSBC Bank plc Borrowing 301,687 0.016
As at 12 December 2025 (being the Latest Practicable Date), save as disclosed
above:
(a) save for the relevant securities of Hang Seng Bank which were held by
(i) members of 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, no
subsidiary of Hang Seng Bank, no pension fund of Hang Seng Bank or of a
subsidiary of Hang Seng Bank and no person who is presumed to be acting in
concert with Hang Seng Bank by virtue of class (5) of the definition of
"acting in concert" under the Takeovers Code or who is an associate of Hang
Seng Bank by virtue of class (2) of the definition of "associate" under the
Takeovers Code (but excluding any exempt principal traders and exempt fund
managers) owned or controlled any Hang Seng Bank Shares or any convertible
securities, warrants, options or derivatives in respect of any Hang Seng Bank
Shares;
(b) no fund manager (other than exempt fund managers) connected with Hang
Seng Bank managed any Hang Seng Bank Shares or any convertible securities,
warrants, options or derivatives in respect of any Hang Seng Bank Shares on a
discretionary basis;
(c) 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, neither HSBC Asia Pacific nor any HSBC Asia Pacific
Concert Party owned, controlled or had direction over any Hang Seng Bank
Shares or any convertible securities, warrants, options or derivatives in
respect of any Hang Seng Bank Shares; and
(d) 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 Hang Seng Bank Shares or
any convertible securities, warrants, options or derivatives in respect of
Hang Seng Bank Shares, 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.
DEALINGS IN HANG SENG BANK SHARES
Dealings in Hang Seng Bank Shares
• Dealings by HSBC Asia Pacific, the directors of HSBC Asia Pacific
or the HSBC Asia Pacific Concert Parties (excluding any members of the Hang
Seng Bank Group) on 11 December 2025 and 12 December 2025
Number of Hang Seng Bank Shares
involved
Date of Nature of Transaction
Entity transaction transaction price
Internationale 12 December Sell 600 152.85
Kapitalanlagegesellschaft mbH 2025
• Dealings by the Hang Seng Bank Group on 11 December 2025 and 12
December 2025
Number of Hang Seng Bank Shares
involved
Nature of Transaction
Entity Date of transaction transaction price
HSVM 11 December 2025 Buy 200 152.70
HSVM 11 December 2025 Buy 2,800 152.70
HSVM 11 December 2025 Buy 600 153.00
HSVM 11 December 2025 Buy 1,206 153.00
HSVM 11 December 2025 Buy 1,206 153.00
HSVM 11 December 2025 Buy 12,060 153.00
HSVM 11 December 2025 Buy 8,442 153.00
HSVM 11 December 2025 Buy 1,206 153.00
HSVM 11 December 2025 Buy 1,206 153.00
HSVM 11 December 2025 Buy 1,206 153.00
HSVM 11 December 2025 Buy 1,206 153.00
HSVM 11 December 2025 Buy 1,206 153.00
HSVM 11 December 2025 Buy 18,090 153.00
HSVM 11 December 2025 Sell 1,206 153.00
HSVM 11 December 2025 Sell 1,206 153.00
HSVM 11 December 2025 Sell 2,412 153.00
HSVM 11 December 2025 Sell 24,120 153.00
HSVM 11 December 2025 Sell 15,678 153.00
HSVM 11 December 2025 Buy 7,240 153.00
HSVM 12 December 2025 Buy 3,620 153.00
HSVM 12 December 2025 Buy 1,206 153.00
HSVM 12 December 2025 Buy 12,060 153.00
HSVM 12 December 2025 Buy 1,206 153.00
HSVM 12 December 2025 Buy 1,206 153.00
HSVM 12 December 2025 Buy 13,266 153.00
HSVM 12 December 2025 Buy 1,206 153.00
HSVM 12 December 2025 Buy 2,412 153.00
HSVM 12 December 2025 Sell 1,206 153.00
HSVM 12 December 2025 Sell 1,206 153.00
HSVM 12 December 2025 Sell 1,206 153.00
HSVM 12 December 2025 Sell 96,480 153.00
HSVM 12 December 2025 Sell 4,824 153.00
For the avoidance of doubt, the above dealings in the relevant securities of
Hang Seng Bank which were conducted by entities within the HSBC Group
(including the Hang Seng Bank Group) 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).
On 11 December 2025 and 12 December 2025 (being the Latest Practicable Date),
save as disclosed above:
(a) save for any dealings in the relevant securities of Hang Seng Bank by
(i) any member of the Hang Seng Bank Group conducted 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 conducted for and on behalf of their respective
non-discretionary clients, no subsidiary of Hang Seng Bank, no pension fund of
Hang Seng Bank or of a subsidiary of Hang Seng Bank and no person who is
presumed to be acting in concert with Hang Seng Bank by virtue of class (5) of
the definition of "acting in concert" under the Takeovers Code or who is an
associate of Hang Seng Bank by virtue of class (2) of the definition of
"associate" under the Takeovers Code (but excluding any exempt principal
traders and exempt fund managers) had dealt for value in any Hang Seng Bank
Shares or any convertible securities, warrants, options or derivatives in
respect of any Hang Seng Bank Shares;
(b) no fund manager (other than exempt fund managers) connected with Hang
Seng Bank who managed any Hang Seng Bank Shares or any convertible securities,
warrants, options or derivatives in respect of any Hang Seng Bank Shares on a
discretionary basis had dealt for value in any Hang Seng Bank Shares or any
convertible securities, warrants, options or derivatives in respect of any
Hang Seng Bank Shares; and
(c) save for any dealings in the relevant securities of Hang Seng Bank by
(i) any member of the HSBC Group or the Hang Seng Bank Group conducted 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 conducted for and on behalf of
their respective non-discretionary clients, none of HSBC Asia Pacific, the
directors of HSBC Asia Pacific or the HSBC Asia Pacific Concert Parties had
dealt for value in any Hang Seng Bank Shares or any convertible securities,
warrants, options or derivatives in respect of any Hang Seng Bank Shares.
CLARIFICATION OF CERTAIN DEALINGS INFORMATION DISCLOSED IN THE SCHEME DOCUMENT
HSBC Holdings and HSBC Asia Pacific would like to clarify that certain
dealings information disclosed in the Scheme Document had minor inadvertent
omissions, and the aggregate dealings of HSBC Global Asset Management (UK)
Limited during the week of 9 April 2025 to 15 April 2025 should have been as
follows (with revisions highlighted in bold and underlined):
Entity Period of Nature of Number of Hang Seng Bank Shares Highest price per Hang Seng Lowest price per Hang Seng
transaction transaction involved Bank Share Bank Share
HSBC Global Asset Management (UK) Limited 9 April 2025 to Buy 6,300 99.10 93.80
15 April 2025
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, registered institution in securities, bank manager,
solicitor, professional accountant and/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(†), 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, 17 December 2025
HSBC Holdings plc
Registered Office and Group Head Office: 8 Canada Square, London E14 5HQ,
United Kingdom
Web: www.hsbc.com (http://www.hsbc.com/)
Incorporated in England and Wales with
limited liability. Registration number 617987
Hang Seng Bank Limited
恒生銀行有限公司
Registered Office and Head Office:
83 Des Voeux Road Central, Hong Kong
Incorporated in Hong Kong with limited liability
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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