Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
January 07 2025 - 5:54AM
Edgar (US Regulatory)
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
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Subject Matter
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Rules
10.06(1) to (5) of the HK Listing Rules
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Rule
10.06(1) to (5) sets out certain requirements and restrictions on
purchase of an issuer's shares or securities carrying a right to
subscribe or purchase shares by an issuer or its
subsidiaries.
The Intermediaries Exemption Waiver
Pursuant
to this waiver, purchases of the Company's shares made by HSBC
Securities (USA) Inc., HSBC Bank plc, The Hongkong and Shanghai
Banking Corporation Limited and HSBC France (collectively,
"the Relevant
Subsidiaries") in the ordinary course of business of the
respective Relevant Subsidiaries as an intermediary and in relation
to certain activities (such as client facilitation trading and
derivatives hedging) are exempt from compliance with Rules 10.06(1)
to (5).
This
waiver is granted subject to certain conditions, including that the
Company will report the net long positions held by the Relevant
Subsidiaries in the Company's shares (together with the net long
positions in the Company's CCSs pursuant to the CCS Waiver (as set
out below) to The Stock Exchange of Hong Kong Limited (the
"HK Stock Exchange") and the Securities and
Futures Commission when the aggregate of such net long positions at
the end of a trading day exceeds 0.5% of the Company's issued
shares.
This
waiver allows the Relevant Subsidiaries to take advantage of the
exemption under English law which allows subsidiaries to hold
shares in their parent company in their ordinary course of business
as an intermediary.
CCS Waiver
Contingent
convertible securities ("CCSs") are debt securities which may, in
certain prescribed circumstances, convert into ordinary shares of
the Company.
Pursuant
to this waiver, the distribution, acquisition, holding and disposal
of the CCSs by the Relevant Subsidiaries, including their roles as
manager, global co-ordinator, bookrunner, stabilising manager
and/or underwriter of any issuance of CCSs, and any market-making
activity in the secondary market or similar activity intended to
facilitate liquidity in the CCSs, are exempt from compliance with
Rules 10.06(1) to (5).
This
waiver is granted subject to certain conditions, including that the
Company will report the net long positions held by the Relevant
Subsidiaries in the Company's CCSs (together with the net long
positions in the Company's shares held pursuant to the
Intermediaries Exemption Waiver) to the HK Stock Exchange and the
SFC when the aggregate of such net long positions at the end of a
trading day exceeds 0.5% of the Company's issued
shares.
This
waiver allows the Relevant Subsidiaries to support the issuance of
CCSs by the Company in the abovementioned managing, underwriting
and/or market-making roles, which is common for financial
institutions issuing debt securities.
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Rule
10.06(2)(e) of the HK Listing Rules
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Rule
10.06(2)(e) stipulates that an issuer shall not purchase its shares
on the HK Stock Exchange during certain closed
periods.
Buyback during closed periods
This
waiver is granted in connection with a share buyback
(the
"Buyback")
by the Company in the United Kingdom and Hong Kong which will be
put forward for the shareholders' approval at the Company's annual
general meeting.
Pursuant
to this waiver, the Company is permitted to conduct the Buyback
during the closed periods or when the Company is in possession of
inside information, provided that the relevant broker(s) appointed
by the Company for the Buyback is appointed on irrevocable
non-discretionary basis and the Buyback will be subject to certain
purchase restrictions on the price that the broker must pay for the
shares and the volume and speed which it can make
purchases.
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Rule
10.06(3) of the HK Listing Rules
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Rule
10.06(3) requires that an issuer should seek the HK Stock
Exchange's approval before issuing new shares or announcing a new
issue of shares within 30 days after the issuer's purchase of its
own shares.
Consent to issue new CCSs
Pursuant
to this consent, the Company is permitted to issue new CCSs, within
30 days after purchase of shares under the buyback
program.
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Rule
13.36(1) of the HK Listing Rules
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Rule
13.36(1) requires that shareholders' approval shall be obtained
prior to issue of convertible securities.
Authority to issue CCSs
Pursuant
to this waiver, the Company is permitted to seek (and if approved,
to utilise) an authority (the "Mandate") to issue CCSs (and to allow
ordinary shares into which they may be converted or exchanged) in
excess of the limit of the general mandate of 20 per cent of the
Company's issued share capital.
This
waiver has been granted on terms that permit the Mandate, if
approved, to continue in force until: (1) the conclusion of the
first annual general meeting of the Company following the date on
which the Mandate is approved (or an earlier date which the Company
may specify) at which time the Mandate shall lapse unless it is
renewed, either unconditionally or subject to conditions; or (2)
such time as it is revoked or varied by ordinary resolutions of the
shareholders in general meeting.
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Buy-backs
Code
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The
Share Buy-backs Code sets out certain requirements and restrictions
for an issuer conducting share buyback.
As set
out in the paragraph headed "CCS Waiver" above, the Relevant
Subsidiaries of the Company will deal in the CCSs in the manner and
for the reasons stated above.
Dealings in CCSs
Pursuant
to this waiver, dealings by the Relevant Subsidiaries in the CCSs
are exempt from compliance with the Buy-backs Code.
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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
Holdings plc
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By:
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Name:
Aileen Taylor
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Title:
Group Company Secretary and Chief Governance Officer
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Date:
07 January 2025
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