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(5) of the HK Listing Rules
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Rule 10.06(5) states that shares bought back by an issuer shall be
automatically cancelled.
Treasury shares waiver
This waiver permits the Company to hold repurchased shares in
treasury (instead of automatically cancelling them), subject to
certain conditions including that the Company shall comply with the
applicable laws in the United Kingdom and the UK Listing Rules in
relation to treasury shares.
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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 options and shares under existing employee
share plans and new CCSs
Pursuant to this consent, the Company is permitted to grant new
options and issue new shares under existing employee share plans,
and 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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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:
30 March 2022
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