Joint Annct : (1) PROPOSAL FOR THE PRIVATISATION OF HANG SENG BANK LIMITEDBY THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITEDBY WAY OF A SCHEME OF ARRANGEMENTUNDER SECTION 673 OF THE COMPANIES
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HONG KONG. December 17, 2026.
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 (in alphabetical order)
Bank of America and Goldman Sachs
Financial Adviser to Hang Seng Bank
Morgan Stanley
Financial Adviser to HSBC Asia Pacific
HSBC
Independent Financial Adviser to the Hang Seng Bank IBC
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).
Full Information on Source Link: https://cms.hangseng.com/cms/cse/announcement/20251217_Disclosure_en.pdf




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