REG - HSBC Holdings PLC - Privatisation of Hang Seng Bank - Scheme Document

HSBC HoldingsAnnouncement

15/12/2025 07:00

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RNS Number : 5471L  HSBC Holdings PLC  14 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 DESPATCH OF THE
SCHEME DOCUMENT

 Joint Financial Advisers to HSBC Holdings and HSBC Asia Pacific (in  Financial Adviser to Hang Seng Bank
 alphabetical order)

 BofA Securities           Goldman Sachs                              Morgan Stanley

                                                                      Independent Financial Adviser to the Hang Seng Bank IBC

 Financial Adviser to HSBC Asia Pacific

 The Hongkong and Shanghai Banking Corporation Limited                Somerley Capital Limited

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 (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"); (ii) the announcement dated 30 October 2025 jointly issued by
HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank in relation to the update
on the timeline for despatch of the Scheme Document; (iii) the announcement
dated 27 November 2025 jointly issued by HSBC Holdings, HSBC Asia Pacific and
Hang Seng Bank providing a monthly update on the status and progress in
connection with the Proposal and the Scheme; and (iv) 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.

 

DESPATCH OF THE SCHEME DOCUMENT

 

The Scheme Document together with the notices of the Hang Seng Bank Court
Meeting and the Hang Seng Bank General Meeting to be held on Thursday, 8
January 2026 and the relevant forms of proxy will be despatched to the Hang
Seng Bank Shareholders on Monday, 15 December 2025.

 

The Scheme Document contains, among other things, further details of the
Proposal and the Scheme, the expected timetable, the explanatory statement of
the Scheme as required under the Companies Ordinance, financial information of
the Hang Seng Bank Group, general information regarding HSBC Holdings, HSBC
Asia Pacific and Hang Seng Bank, the letters from the Hang Seng Bank Board,
the Hang Seng Bank IBC and the Hang Seng Bank IFA, a notice of the Hang Seng
Bank Court Meeting and a notice of the Hang Seng Bank General Meeting.

 

RECOMMENDATIONS OF THE HANG SENG BANK IBC AND THE HANG SENG BANK IFA

 

The Hang Seng Bank IBC, comprising Cordelia Chung, Clement Kwok King Man,
Patricia Lam Sze Wan, Lin Huey Ru and Wang Xiao Bin, has been established by
the Hang Seng Bank Board to make a recommendation to the Code Disinterested
Shareholders in respect of the Proposal and the Scheme, as required by the
Takeovers Code.

Hang Seng Bank has, with the approval of the Hang Seng Bank IBC, appointed
Somerley as the Hang Seng Bank IFA to advise the Hang Seng Bank IBC in
connection with the Proposal and the Scheme.

 

The Hang Seng Bank IFA has advised the Hang Seng Bank IBC that it considers
the Proposal and the Scheme are fair and reasonable so far as the Code
Disinterested Shareholders are concerned and accordingly advises the Hang Seng
Bank IBC to recommend, and the Hang Seng Bank IFA itself recommends, the Code
Disinterested Shareholders to vote in favour of the relevant resolutions to be
proposed at the Hang Seng Bank Court Meeting and the Hang Seng Bank General
Meeting to approve and implement the Proposal and the Scheme.

 

The Hang Seng Bank IBC, having considered the terms of the Proposal and the
Scheme and having taken into account the advice of the Hang Seng Bank IFA, and
in particular the principal factors, reasons and recommendation set out in its
letter, concurs with the Hang Seng Bank IFA's advice that the Proposal and the
Scheme are fair and reasonable so far as the Code Disinterested Shareholders
are concerned.

 

Accordingly, the Hang Seng Bank IBC recommends the Code Disinterested
Shareholders to vote in favour of the relevant resolutions to be proposed at
the Hang Seng Bank Court Meeting and the Hang Seng Bank General Meeting to
approve and implement the Proposal and the Scheme.

 

The Hang Seng Bank IBC concurs with the Hang Seng Bank IFA's view that in
addition to Scheme Shareholders who support the Scheme, there may be Scheme
Shareholders who do not wish to give up their shareholdings and that if all
the Conditions, including necessary shareholder approval levels and the
sanction of the Scheme by the High Court, are satisfied or (if applicable)
waived on or before the Conditions Long Stop Date, the Scheme will become
binding and effective on Hang Seng Bank and all Scheme Shareholders,
irrespective of whether or not such Scheme Shareholders attended or voted at
the Hang Seng Bank Court Meeting and/or the Hang Seng Bank General Meeting.
The Hang Seng Bank IBC also concurs with the Hang Seng Bank IFA's view that
such shareholder approval levels are demanding and will reflect a strong
majority view of Scheme Shareholders if achieved (noting that the
approximately 1,188 million Hang Seng Bank Shares held beneficially by HSBC
Asia Pacific (along with certain other minor holdings) will not be voted at
the Hang Seng Bank Court Meeting).

 

Code Disinterested Shareholders should consider carefully the terms of the
Proposal and the Scheme and are recommended to read (i) the letter from the
Hang Seng Bank Board, (ii) the letter from the Hang Seng Bank IFA, (iii) the
letter from the Hang Seng Bank IBC and (iv) the explanatory statement, each
contained in the Scheme Document before deciding how to vote at the Hang Seng
Bank Court Meeting and the Hang Seng Bank General Meeting. Code Disinterested
Shareholders are recommended to consult their own professional advisers if
they are in any doubt.

HANG SENG BANK COURT MEETING AND HANG SENG BANK GENERAL MEETING

In accordance with the directions of the High Court, the Hang Seng Bank Court
Meeting will be held at 10:30 a.m. 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, using any smart
phone, tablet device or computer. The Hang Seng Bank General Meeting will be
held at the same place and via the General Meeting Online Platform, and on the
same date at 11:00 a.m. (or immediately after the conclusion or adjournment of
the Hang Seng Bank Court Meeting).

 

The High Court has directed that the Hang Seng Bank Court Meeting be convened
for the purpose of considering and, if thought fit, approving, with or without
modification, the Scheme.

Immediately after the Hang Seng Bank Court Meeting has been concluded or
adjourned, the Hang Seng Bank General Meeting will be held for the Hang Seng
Bank Shareholders to consider and, if thought fit, pass a special resolution
to approve and give effect to the Proposal and the Scheme, including the
approval of the reduction of the share capital of Hang Seng Bank by cancelling
and extinguishing the Scheme Shares and the allotment and issue 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.

 

Notices of the Hang Seng Bank Court Meeting and the Hang Seng Bank General
Meeting are contained in the Scheme Document, and are available on the
websites of the Hong Kong Stock Exchange and Hang Seng Bank.

Hang Seng Bank, HSBC Asia Pacific and HSBC Holdings will make a joint
announcement in relation to the results of the Hang Seng Bank Court Meeting
and the Hang Seng Bank General Meeting no later than 7:00 p.m. on Thursday, 8
January 2026.

CLOSURE OF REGISTER OF MEMBERS

 

Hang Seng Bank Court Meeting and Hang Seng Bank General Meeting

 

For the purpose of determining the entitlements of the Scheme Shareholders to
attend and vote at the Hang Seng Bank Court Meeting and the entitlements of
the Hang Seng Bank Shareholders to attend and vote at the Hang Seng Bank
General Meeting, the register of members of Hang Seng Bank will be closed from
Monday, 5 January 2026 to Thursday, 8 January 2026 (both days inclusive) (or
such other dates as may be notified by Hang Seng Bank by way of
announcement(s)), and during such period, no transfer of Hang Seng Bank Shares
will be effected.

In order to qualify to vote at the Hang Seng Bank Court Meeting or the Hang
Seng Bank General Meeting, all transfers of share ownership accompanied by the
relevant share certificates must be lodged with the Share Registrar at Shops
1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong
Kong before 4:30 p.m. on Friday, 2 January 2026.

 

Registration and payment of the Scheme Consideration

 

Assuming that the Scheme Record Date falls on Friday, 23 January 2026, it is
proposed that the register of members of Hang Seng Bank will be closed from
Tuesday, 20 January 2026 (or such other date as Hang Seng Bank Shareholders
may be notified by an announcement) onwards in order to determine entitlements
to the Scheme Consideration under the Scheme.

 

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.

 

CONDITIONS OF THE PROPOSAL

 

The Proposal will be implemented, 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 on or before the
Conditions Long Stop Date as described in the section headed "5. Conditions of
the Proposal " in the Explanatory Statement set out on pages 96 to 100 of the
Scheme Document.

 

All of the Conditions will have to be satisfied or (if applicable) waived, on
or before the Conditions Long Stop Date, otherwise the Scheme will not become
binding and effective and will lapse subject to the requirements of the
Takeovers Code.

 

If all the Conditions are satisfied or (if applicable) waived on or before the
Conditions Long Stop Date, the Scheme will become binding and effective on
Hang Seng Bank and all of the Scheme Shareholders on the Scheme Effective
Date, which is expected to be on Monday, 26 January 2026, irrespective of
whether or not such Scheme Shareholders attended or voted at the Hang Seng
Bank Court Meeting and/or the Hang Seng Bank General Meeting, and the listing
of the Hang Seng Bank Shares on the Hong Kong Stock Exchange is expected to be
withdrawn at 4:00 p.m. on Tuesday, 27 January 2026 pursuant to Rule 6.15(2) of
the Hong Kong Listing Rules.

If all the resolutions are passed at the Hang Seng Bank Court Meeting and the
Hang Seng Bank General Meeting, further announcement(s) will be made regarding
the Proposal in relation to, among other things, the results of the hearing of
the petition for the sanction of the Scheme by the High Court, the Scheme
Effective Date and the date of the withdrawal of the listing of Hang Seng Bank
Shares from the Hong Kong Stock Exchange, in accordance with the requirements
of the Takeovers Code and the Hong Kong Listing Rules.

 

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

Date of despatch of the Scheme
Document.......................................... Monday, 15 December 2025
Latest time for lodging transfers of Hang Seng Bank Shares

in order to qualify for entitlement to attend and vote at the Hang Seng Bank
Court Meeting and the

Hang Seng Bank General Meeting (Note
1)............................................... 4:30 p.m. on Friday,

2 January 2026

 

Register of members of Hang Seng Bank closed for determining entitlement to
attend and vote at the

Hang Seng Bank Court Meeting and the Hang Seng

Bank General Meeting (Note
2)....................................................... Monday, 5 January
2026 to

Thursday, 8 January 2026 (both days inclusive)

 

Latest time for lodging forms of proxy in respect of:

 

•      Hang Seng Bank Court Meeting (Note
3).................................. 10:30 a.m. on Tuesday,

6 January 2026

 

•      Hang Seng Bank General Meeting (Note
3).............................. 11:00 a.m. on Tuesday,

6 January 2026

 

Meeting Record Time (Note
4)..................................................................... 4:30
p.m. on Tuesday,

6 January 2026

Hang Seng Bank Court Meeting (Notes 3 and
5)................................... 10:30 a.m. on Thursday,

8 January 2026

 

Hang Seng Bank General Meeting (Notes 3 and 5)...............................
11:00 a.m. on Thursday,

8 January 2026 (or immediately after the conclusion or adjournment

of the Hang Seng Bank Court Meeting)

 

Announcement of the results of the Hang Seng Bank

Court Meeting and the Hang Seng Bank General Meeting

posted on the website of the Hong Kong Stock Exchange............... no later
than 7:00 p.m. on

Thursday, 8 January 2026

 

Expected latest time for trading of Hang Seng Bank Shares

on the Hong Kong Stock
Exchange..................................................... 4:10 p.m. on
Wednesday,

14 January 2026

 

Latest time for lodging transfers of Hang Seng Bank Shares in order to qualify
for entitlements to the Scheme

Consideration under the
Scheme............................................................... 4:30
p.m. on Monday,

19 January 2026

 

Register of members of Hang Seng Bank closed for determining entitlements to
the Scheme Consideration under the

Scheme (Note
6).....................................................................................................
From Tuesday,

20 January 2026 onwards

 

High Court hearing of the petition for the sanction of the

Scheme (Note
7)..........................................................................................
10:00 a.m. on Friday,

23 January 2026

 

Announcement of (1) the results of the High Court hearing for the petition for
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..................................................... no later than
7:00 p.m. on

Friday, 23 January 2026 Scheme Record
Date.................................................................................................
Friday, 23 January 2026

Scheme Effective Date (Notes 7 and
10)............................................. Monday, 26 January 2026

 

Announcement of (1) the Scheme Effective Date and (2)

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..................................................... Monday, 26
January 2026

The withdrawal of the listing of Hang Seng Bank Shares on the

Hong Kong Stock Exchange becomes effective (Note 7)...................... 4:00
p.m. on Tuesday,

27 January 2026

 

Latest time for (1) despatch of cheques for the payment of the Scheme
Consideration to Scheme Shareholders (other than HKSCC Nominees) and (2)
payment of the Scheme Consideration to HKSCC Nominees by

electronic bank transfer (Notes 8, 9 and
10)..................................... On or before Wednesday,

4 February 2026

 

Notes:

 

1.       If you are a Hang Seng Bank ADS Holder and wish to attend
and/or vote at the Hang Seng Bank Court Meeting and/or the Hang Seng Bank
General Meeting (whether in person, via the Online Platform(s) or by proxy),
you must elect to become a Scheme Shareholder and/or Hang Seng Bank
Shareholder by surrendering some or all of your Hang Seng Bank ADSs to the
Depositary and withdrawing the Hang Seng Bank Shares represented by such Hang
Seng Bank ADSs in accordance with the terms and conditions of the Hang Seng
Bank ADS Deposit Agreement in order to become a Scheme Shareholder and/or Hang
Seng Bank Shareholder prior to 4:30 p.m. (Hong Kong time) on Friday, 2 January
2026 and to remain as a Scheme Shareholder and/or Hang Seng Bank Shareholder
at the Meeting Record Time.

 

2.       The register of members of Hang Seng Bank will be closed during
such period for the purpose of determining entitlements of the Scheme
Shareholders to attend and vote at the Hang Seng Bank Court Meeting and of the
Hang Seng Bank Shareholders to attend and vote at the Hang Seng Bank General
Meeting. For the avoidance of doubt, this period of closure is not for
determining entitlements to the Scheme Consideration under the Scheme.

 

3.       The pink form of proxy in respect of the Hang Seng Bank Court
Meeting and the white form of proxy in respect of the Hang Seng Bank General
Meeting should be completed and signed in accordance with the instructions
respectively printed thereon and should be lodged at the Share Registrar at
17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong by the
times and dates stated above. The pink form of proxy for use at the Hang Seng
Bank Court Meeting and the white form of proxy for use at the Hang Seng Bank
General Meeting must be lodged no later than the times and date stated above
in order for them to be valid. Completion and return of a form of proxy for
the Hang Seng Bank Court Meeting and/or the Hang Seng Bank General Meeting
will not preclude a Scheme Shareholder and/or a Hang Seng Bank Shareholder
from attending and voting (whether in person or via the Online Platform(s)) at
the relevant meeting or at any adjourned meeting thereof if such Scheme
Shareholder and/or Hang Seng Bank Shareholder shall subsequently so wish, and
in such event, any proxy appointment made by that Scheme Shareholder and/or
Hang Seng Bank Shareholder will be deemed to be revoked.

 

4.         A specific time, being 4:30 p.m. on 6 January 2026, has been
set as the Meeting Record Time in order to determine more precisely the
entitlement of holders of the Code Disinterested Shares and of the Ordinance
Disinterested Shares to attend and vote at the Hang Seng Bank Court Meeting.

5.       If Typhoon Signal No. 8 or above is or is expected to be
hoisted or a Black Rainstorm Warning Signal or "Extreme Conditions" after
super typhoons or other adverse weather conditions announced by the HKSAR
Government is or is expected to be in force at any time between 7:00 a.m. and
1:00 p.m. on Thursday, 8 January 2026, the Hang Seng Bank Court Meeting and
the Hang Seng Bank General Meeting will be adjourned and the Hang Seng Bank
Shareholders will be informed of the date, time and venue of the adjourned
meetings by a supplementary notice to be posted on Hang Seng Bank's website
(www.hangseng.com) (http://www.hangseng.com/) and the website of HKEX
(www.hkexnews.hk). (http://www.hkexnews.hk/) The Hang Seng Bank Court Meeting
and the Hang Seng Bank General Meeting will be held as scheduled when a
Typhoon Signal No. 3 or below is hoisted or an Amber or Red Rainstorm Warning
Signal is in force. Hang Seng Bank Shareholders should carefully consider the
risk of physical attendance at the Hang Seng Bank Court Meeting and the Hang
Seng Bank General Meeting under bad weather conditions having regard to their
personal circumstances and if they should choose to do so, they are advised to
exercise due care and caution.

 

6.       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.

 

7.       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.

 

8.       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.

 

9.       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.

10.     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.

 

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(†), 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

 

The Scheme Document can be viewed through the link below:

 

http://www.rns-pdf.londonstockexchange.com/rns/5472L_1-2025-12-14.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/5472L_1-2025-12-14.pdf)

 

Hong Kong, 15 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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