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 November
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
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.
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HSBC
Holdings plc
(Hong
Kong Stock Code: 5)
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Hang Seng Bank Limited
(Stock Codes: 11 (HKD counter) and 80011 (RMB
counter))
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The
Hongkong and Shanghai Banking
Corporation
Limited
JOINT
ANNOUNCEMENT
MONTHLY UPDATE ON
(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
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Joint Financial Advisers to HSBC Holdings and HSBC Asia
Pacific
(in alphabetical order)
BofA
Securities
Goldman Sachs
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Financial Adviser to Hang Seng Bank
Morgan Stanley
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Financial Adviser to HSBC Asia Pacific
The Hongkong and Shanghai Banking Corporation Limited
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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 "Rule 3.5
Announcement"); (ii) the announcement
dated 22 October 2025 issued by Hang Seng Bank in relation to the
appointment of the Hang Seng Bank IFA; and (iii) 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 (the
"October
Announcement"). Unless
otherwise defined herein, capitalised terms used in this
announcement shall have the same meanings as those defined in the
Rule 3.5 Announcement.
HSBC Holdings, HSBC Asia Pacific and
Hang Seng Bank would like to update the shareholders of and
potential investors in Hang Seng Bank that, further to the October
Announcement, HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank are in the
course of preparing and finalising the information to be included
in the Scheme Document and preparing for a hearing at the High
Court to seek its directions for convening the Hang Seng
Bank Court Meeting to
consider, and if thought fit, approve the Scheme. The Scheme
Document will be despatched on or before 17 December 2025. A
detailed timetable for the Proposal will be set out in the Scheme
Document and in the announcement to be jointly issued by HSBC
Holdings, HSBC Asia Pacific and Hang Seng Bank upon despatch of the
Scheme Document.
Further announcement(s) will be made
on the status and progress of the Proposal and the Scheme and the
despatch of the Scheme Document as and when appropriate in
accordance with the Takeovers Code, the Hong Kong Listing Rules and
applicable laws and regulations.
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, registered institution in securities, bank manager,
solicitor and/or other professional adviser.
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For and on behalf of
HSBC Holdings plc
Brendan Nelson
Group Chairman
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For and on behalf of
Hang Seng Bank Limited
Edward Cheng Wai Sun
Chairman
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For and on behalf of
The Hongkong and Shanghai Banking Corporation Limited
Dr. Peter Wong Tung Shun
Non-executive Chairman
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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
Hong Kong, 27 November
2025
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HSBC Holdings plc
Registered Office and Group Head Office:
8 Canada Square, London E14 5HQ, United Kingdom
Web: www.hsbc.com
Incorporated in England and Wales with limited liability.
Registration number 617987
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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
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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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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.
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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:
27 November 2025
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