HSBC 6-K
Hsbc Holdings PLC (HSBC)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the month of January
HSBC Holdings plc
42nd Floor, 8 Canada Square, London E14 5HQ, England
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F).
Form 20-F X Form 40-F
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.
7 January 2025
(Hong Kong Stock Code: 5)
HSBC HOLDINGS PLC
COMPANY INFORMATION SHEET
This information sheet is published pursuant to Rule 19.60 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "HK Listing Rules") and is provided for the purpose of giving information to the public about HSBC Holdings plc (the "Company") as at the date of this information sheet. The information does not purport to be a complete summary about the Company and/or its securities.
Summary of Novel Waivers
The Company has been granted certain waivers from strict compliance with the HK Listing Rules and the Code on Share Buy-backs (the "Buy-backs Code"). The following are the novel waivers granted to the Company:
| Relevant Rule Waived | Subject Matter |
|---|---|
| Rules<br>10.06(1) to (5) of the HK Listing Rules | Rule<br>10.06(1) to (5) sets out certain requirements and restrictions on<br>purchase of an issuer's shares or securities carrying a right to<br>subscribe or purchase shares by an issuer or its<br>subsidiaries.<br><br><br>The Intermediaries Exemption Waiver<br><br>Pursuant<br>to this waiver, purchases of the Company's shares made by HSBC<br>Securities (USA) Inc., HSBC Bank plc, The Hongkong and Shanghai<br>Banking Corporation Limited and HSBC France (collectively,<br>"the Relevant<br>Subsidiaries") in the ordinary course of business of the<br>respective Relevant Subsidiaries as an intermediary and in relation<br>to certain activities (such as client facilitation trading and<br>derivatives hedging) are exempt from compliance with Rules 10.06(1)<br>to (5).<br><br>This<br>waiver is granted subject to certain conditions, including that the<br>Company will report the net long positions held by the Relevant<br>Subsidiaries in the Company's shares (together with the net long<br>positions in the Company's CCSs pursuant to the CCS Waiver (as set<br>out below) to The Stock Exchange of Hong Kong Limited (the<br>"HK Stock Exchange") and the Securities and<br>Futures Commission when the aggregate of such net long positions at<br>the end of a trading day exceeds 0.5% of the Company's issued<br>shares.<br><br>This<br>waiver allows the Relevant Subsidiaries to take advantage of the<br>exemption under English law which allows subsidiaries to hold<br>shares in their parent company in their ordinary course of business<br>as an intermediary.<br><br><br>CCS Waiver<br><br>Contingent<br>convertible securities ("CCSs") are debt securities which may, in<br>certain prescribed circumstances, convert into ordinary shares of<br>the Company.<br><br>Pursuant<br>to this waiver, the distribution, acquisition, holding and disposal<br>of the CCSs by the Relevant Subsidiaries, including their roles as<br>manager, global co-ordinator, bookrunner, stabilising manager<br>and/or underwriter of any issuance of CCSs, and any market-making<br>activity in the secondary market or similar activity intended to<br>facilitate liquidity in the CCSs, are exempt from compliance with<br>Rules 10.06(1) to (5).<br><br>This<br>waiver is granted subject to certain conditions, including that the<br>Company will report the net long positions held by the Relevant<br>Subsidiaries in the Company's CCSs (together with the net long<br>positions in the Company's shares held pursuant to the<br>Intermediaries Exemption Waiver) to the HK Stock Exchange and the<br>SFC when the aggregate of such net long positions at the end of a<br>trading day exceeds 0.5% of the Company's issued<br>shares.<br><br>This<br>waiver allows the Relevant Subsidiaries to support the issuance of<br>CCSs by the Company in the abovementioned managing, underwriting<br>and/or market-making roles, which is common for financial<br>institutions issuing debt securities. |
| Rule<br>10.06(2)(e) of the HK Listing Rules | Rule<br>10.06(2)(e) stipulates that an issuer shall not purchase its shares<br>on the HK Stock Exchange during certain closed<br>periods.<br><br><br>Buyback during closed periods<br><br>This<br>waiver is granted in connection with a share buyback<br>(the<br><br>"Buyback")<br>by the Company in the United Kingdom and Hong Kong which will be<br>put forward for the shareholders' approval at the Company's annual<br>general meeting.<br><br>Pursuant<br>to this waiver, the Company is permitted to conduct the Buyback<br>during the closed periods or when the Company is in possession of<br>inside information, provided that the relevant broker(s) appointed<br>by the Company for the Buyback is appointed on irrevocable<br>non-discretionary basis and the Buyback will be subject to certain<br>purchase restrictions on the price that the broker must pay for the<br>shares and the volume and speed which it can make<br>purchases. |
| Rule<br>10.06(3) of the HK Listing Rules | Rule<br>10.06(3) requires that an issuer should seek the HK Stock<br>Exchange's approval before issuing new shares or announcing a new<br>issue of shares within 30 days after the issuer's purchase of its<br>own shares.<br><br><br>Consent to issue new CCSs<br><br>Pursuant<br>to this consent, the Company is permitted to issue new CCSs, within<br>30 days after purchase of shares under the buyback<br>program. |
| Rule<br>13.36(1) of the HK Listing Rules | Rule<br>13.36(1) requires that shareholders' approval shall be obtained<br>prior to issue of convertible securities.<br><br><br>Authority to issue CCSs<br><br>Pursuant<br>to this waiver, the Company is permitted to seek (and if approved,<br>to utilise) an authority (the "Mandate") to issue CCSs (and to allow<br>ordinary shares into which they may be converted or exchanged) in<br>excess of the limit of the general mandate of 20 per cent of the<br>Company's issued share capital.<br><br>This<br>waiver has been granted on terms that permit the Mandate, if<br>approved, to continue in force until: (1) the conclusion of the<br>first annual general meeting of the Company following the date on<br>which the Mandate is approved (or an earlier date which the Company<br>may specify) at which time the Mandate shall lapse unless it is<br>renewed, either unconditionally or subject to conditions; or (2)<br>such time as it is revoked or varied by ordinary resolutions of the<br>shareholders in general meeting. |
| Buy-backs<br>Code | The<br>Share Buy-backs Code sets out certain requirements and restrictions<br>for an issuer conducting share buyback.<br><br>As set<br>out in the paragraph headed "CCS Waiver" above, the Relevant<br>Subsidiaries of the Company will deal in the CCSs in the manner and<br>for the reasons stated above.<br><br><br>Dealings in CCSs<br><br>Pursuant<br>to this waiver, dealings by the Relevant Subsidiaries in the CCSs<br>are exempt from compliance with the Buy-backs Code. |
The directors collectively and individually undertake to publish a revised Company Information Sheet when there are any material changes to the information disclosed since the last publication.
The Board of Directors of HSBC Holdings plc as at the date of this document comprises:
Sir Mark Edward Tucker*, Georges Bahjat Elhedery, Geraldine Joyce Buckingham†, Rachel Duan†, Dame Carolyn Julie Fairbairn†, James Anthony Forese†, Ann Frances Godbehere†, Steven Craig Guggenheimer†, Manveen (Pam) Kaur, Dr José Antonio Meade Kuribreña†, Kalpana Jaisingh Morparia†, Eileen K Murray†, Brendan Robert Nelson† and Swee Lian Teo†.
* Non-executive Group Chairman
† Independent non-executive Director
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HSBC<br>Holdings plc | |
|---|---|
| By: | |
| Name:<br>Aileen Taylor | |
| Title:<br>Group Company Secretary and Chief Governance Officer | |
| Date:<br>07 January 2025 |