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The Hongkong & Shanghai Banking Corporation Limited HKD 1.06%

Fixed rate Green Certificate of Deposit (“CD”) due October 2020

This preliminary termsheet should be read in conjunction with the Information Memorandum for Retail Issues dated 17 May 2019 in relation to the Issuer’s US$20,000,000,000 Certificate of Deposit Programme, as supplemented by the Supplemental Information Memorandum for Retail Issues of Green Certificates of Deposit dated 5 December 2019 (the “Information Memorandum”).

Preliminary Termsheet Issuer: The Hongkong and Shanghai Banking Corporation

Limited

ISIN Code /Temporary Code:*

C13523

Type: Fixed Rate Certificate of Deposit

Rating: (A rating is not a recommendation to buy, sell or hold securities/CD and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.)

Issuer rating: Aa3 (Moody’s) / AA- (S&P’s) as of 20 March, 2020

The CD’s rating: N/A

Subscription Period 23 March, 2020 9am to 27 March, 2020 12pm

Issue Date: 3 April, 2020

Maturity Date: ** 5 October, 2020

Coupon: Fixed Rate 1.06% per cent. Per annum

Coupon frequency: Semi-annually

Issue price: 100%

Yield to maturity (per annum):

1.06% p.a.

Status of the CD:Senior unsecured.

Please note that THE CD IS NOT A TIME DEPOSIT. It is NOT a protected deposit and is NOT protected by the Deposit Protection Scheme in Hong Kong. Do not purchase the CD unless you fully understand and are willing to assume the risks associated with it.

By placing an order for the CD, you will be deemed to have accepted the terms and conditions applicable to the CD and acknowledged that the CD is not a protected deposit and is not protected by the Deposit Protection Scheme.

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The Deposits to be evidenced by the CD will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and will at all times rank under the laws of Hong Kong pari passu without any preference or priority amongst themselves and at least pari passu in all respects with all other present and future deposits with the Issuer and all other present and future unsecured and unsubordinated obligations of the Issuer (except those obligations preferred by Hong Kong law).

Structure: Plain vanilla

Currency of CD issue: HKD

Amount of the CD Issue [●]

Minimum issue size HKD 100,000,000

Interest Commencement Date:

3 April, 2020

Denomination: HKD 10,000

Minimum Purchase Amount: HKD 10,000

Redemption at maturity: At par (100%)

Interest Payment Date:** 5 October, 2020

Put Option Not Applicable

Call Option Not Applicable

Business Day Convention: If any Interest Payment Date, including the Maturity Date, would otherwise fall on a day which is not a Business Day it shall be postponed to the next day that is a Business Day unless it would then fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding Business Day.

Day Count Fraction: Act/365

Business Days: Hong Kong

Listing: None

Issuing Agent, Calculation Agent, Paying Agent & (if applicable) CMU lodging agent

The Hongkong and Shanghai Banking Corporation Limited

Clearing: Euroclear & Clearstream

Law: Hong Kong

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Description of Issuer : Established in Hong Kong and Shanghai in 1865, The Hongkong and Shanghai Banking Corporation Limited is the founding member of HSBC Holdings plc and its subsidiaries (the “HSBC Group”) – one of the world’s largest banking and financial services organisations. It is the largest bank incorporated in Hong Kong and one of Hong Kong’s three note-issuing banks. It is a wholly-owned subsidiary of HSBC Holdings plc, the holding company of the HSBC Group, which has an international network organised into five geographical regions: Europe, Asia, Middle East and North Africa, North America and Latin America.

Contact Information of Issuer:

Registered Address:

The Hongkong and Shanghai Banking Corporation Limited 1 Queens Road Central Hong Kong

Fees & Charges: Safe Custody Waived

Interest Collection

Waived

Redemption at Maturity

Waived

Use of Proceeds: The net proceeds of the issuance of the CDs will be used to fund eligible businesses and projects in Eligible Sectors* (as defined in the Information Memorandum and further described within the HSBC Green Bond Framework available at HSBC website).

* There is no assurance or contractual obligation to meet the specified framework. Failure of such will not constitute a default (as defined in the terms and conditions of the CDs), however it may impact the value of the CDs.

* The final Product Code (i.e. ISIN code) will appear in the Deposit advice. The final Product Code will substitute the Temporary Code.

** Actual payment dates are subject to the payment received from the relevant custodian which maybe beyond the stated date due to time zone difference and different lead time required by individual paying agent.

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Risk Factors

There are risks involved in buying the CD. Before applying for any of the CD, you should consider whether the CD is suitable for you in light of your own financial circumstances and objectives. If you are in any doubt, get independent professional advice.

• Non-speculation product – The CD is mainly a medium to long term fixed income product, not for short term speculation. You should be prepared to hold your funds in the CD for the full tenor; you could lose part or all of your principal if you choose to sell the CD prior to maturity.

• Default risk – It is the Issuer who pays interest and repays principal of the CD. If the Issuer defaults, the holder of the CD may not be able to receive back the interest and principal. The holder of the CD bears the credit risk of the Issuer.

• Price changes – The CD’s market price may rise and fall when market changes throughout the product tenor. Factors affecting market price of the CD include, and are not limited to, changes in interest rates, credit spreads (the difference in yield between CDs of similar maturity but different credit quality), and liquidity premiums (the additional price required by potential buyers if the CDs cannot be readily sold at its fair market value). The fluctuation in yield generally has a greater effect on prices of longer tenor CDs. You may suffer losses if you buy and sell the CDs.

• If you wish to sell CDs after issuance, the Bank may, but is not required to, repurchase them based on the market price at the time you wish to sell; the selling price may be lower than the price at which you bought the CDs due to changes in market conditions.

• Exchange risk – There may be exchange rate risks if you choose to convert payments made on the CD to your home currency.

• Liquidity risk – There may not be an established trading market for the CDs which means they may not be widely and actively traded. This means that you may not be able to sell your CDs or may need to sell them at a loss. Even if there is an active trading market for the CDs, it may not provide significant liquidity or may trade at prices based on the market conditions which may not meet your expectations.

• Reinvestment risk – If the CD is early redeemed before they mature, you may not be able to enjoy the same rates of return when you use the amount received from such redemption to purchase other products.

• CD is NOT equivalent to a time deposit. It is NOT protected under the Hong Kong Deposit Protection Scheme. Do not purchase CD unless you fully understand and are willing to assume the risks associated with it.

• Please note the following risks associated with RMB products :

RMB currency risk - You should note that the value of RMB against other foreign currencies fluctuates and will

be affected by, amongst other things, the PRC government’s control (for example, the PRC government regulates conversion between RMB and foreign currencies), which may adversely affect your return under the RMB products when you convert RMB into your home currency.

Interest rate risk - The value of RMB denominated Certificates of Deposit is subject to interest rate fluctuations,

which may adversely affect the return and performance of the RMB products

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Liquidity risk - The secondary market for the RMB denominated Certificates of Deposit may not provide

significant liquidity or trade at prices based on the prevailing market conditions, which may cause Certificates of Deposit holders to suffer significant loss especially where their prices have large bid/offer spreads, and may not be in line with the expectations of the Certificates of Deposit holders.

Limited availability of underlying investments denominated in RMB − The RMB denominated CDs may not have access to invest directly in Mainland China, which

means that its choice of underlying investments denominated in RMB outside Mainland China may be limited. As such, there may be adverse effects on the return and performance of RMB denominated CDs.

Possibility of not receiving RMB upon redemption − The RMB denominated CDs may have a significant portion of non-RMB denominated

underlying investments. There is a possibility that you will not receive the full amount in RMB upon redemption. This may be the case if the issuer is not able to obtain sufficient amount of RMB in a timely manner due to the exchange controls and restrictions applicable to the currency.

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Customer’s Commitment and Acknowledgements

When you place your order for the CD, you are deemed to make a series of confirmations and acknowledgements, including that you:

(i) have read and understood this Term Sheet and Information Memorandum (which is available upon request for secondary market trading), including the risks of purchasing the CD as explained in the section “Risk Factors” of this Term Sheet;

(ii) understand that you should refer to the Information Memorandum (which is available upon request for secondary market trading), and this Term Sheet, for further details on the terms of the CD and risks involved;

(iii) confirm that you are prepared to hold your funds in the CD for the full tenor; you could also lose part or all of your principal if you choose to sell your CD prior to maturity. You should make sure you have sufficient liquid emergency funds to meet any unforeseen circumstances;

(iv) understand that this document is not intended to provide and should not be relied upon for tax, legal or accounting advice, recommendations of any product or credit worthiness or other evaluation of the Issuer; you should consult your tax, legal, accounting and/or other advisors;

(v) understand that the Bank (i.e. The Hongkong and Shanghai Banking Corporation Limited, Retail Banking and Wealth Management division / Commercial Banking division) is the distributor of the CD. The Bank acts as agent (in Primary offer) / principal (in Secondary market trading). The Bank has pricing and execution controls over its in-house product provider to ensure fair pricing and treatment of customer’s order; and

(vi) understand that you should avoid excessive investment in a single product type, with regard to its total proportion of your overall portfolio, in order to guard against overexposure to any single product.

Product Documents You should read and understand all of the terms and conditions governing the relevant product documents (including all notices, risk warnings and disclaimers contained in or accompanying such documents), including without limitation the following documents, where applicable, before deciding whether to purchase in this product:

1. this termsheet 2. the Information Memorandum (or, as the case may be, the form of Global Certificate), which is available upon request for secondary market trading; and 3. any other relevant product documents as specified in this termsheet, which will be available upon request.

Recipients of this termsheet should comply with all applicable laws, regulations, rules and restrictions on the offers or sales or transfers of the Certificate of Deposit and on the distribution of the Information Memorandum (or, as the case may be, the form of Global Certificate) and other information in relation to the Certificate of Deposit and the Issuer set out in the relevant section of the Information Memorandum (or, as the case may be, in the relevant sections in the form of Global Certificate) and any additional selling restrictions (including without limitation the additional selling restrictions set out in this termsheet).

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IMPORTANT NOTICE

This document has been prepared by The Hongkong and Shanghai Banking Corporation Limited, Retail Banking and Wealth Management division/ Commercial Banking division (the “Bank”) for information purposes only. This document is an indicative summary of the terms and conditions of the transaction described herein and may be amended, superseded or replaced by subsequent summaries or withdrawn entirely and neither the Issuer shall have any responsibility to notify you of any such changes.

This document does not constitute an underwriting commitment, an offer of financing, an offer to sell, or the solicitation of an offer to buy any securities described herein. Were the transaction described herein to proceed, the final terms and conditions of such transaction and the relevant security described herein would be the terms and conditions set out in the applicable offering documentation as supplemented and modified by the relevant issue terms and/or any other related contracts (collectively, the “Final Documentation”) and this document is qualified entirely by the contents of such Final Documentation.

The Bank makes no representation, warranty or undertaking and accepts no responsibility as to the accuracy or completeness of any information contained in this document. Any data on past performance, modelling, scenario analysis or back-testing contained herein is no indication as to future performance and no representation is made as to the reasonableness or accuracy of such. All opinions and estimates are given as of the date hereof and are subject to change. The value of any investment may fluctuate as a result of market changes. The information in this document is not intended to predict actual results and no assurances are given with respect thereto.

The Bank is not responsible for providing or arranging for the provision of any general financial, strategic or specialist advice, including legal, regulatory, accounting, model auditing or taxation advice or services or any other services in relation to the transaction and/or any related securities described herein. The Bank is not acting as fiduciary to any person. The Bank accepts no liability whatsoever to the fullest extent permitted by law for any losses (including any consequential losses) arising from the use of this document or reliance on the information contained herein. Any person considering an investment in securities should consult their own independent advisers.

The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons, as defined in Regulation S under the Securities Act.

NO ACTION HAS BEEN MADE OR WILL BE TAKEN THAT WOULD PERMIT A PUBLIC OFFERING OF ANY SECURITIES DESCRIBED HEREIN IN ANY JURISDICTION IN WHICH ACTION FOR THAT PURPOSE IS REQUIRED. NO OFFERS, SALES, RESALES OR DELIVERY OF ANY SECURITIES DESCRIBED HEREIN OR DISTRIBUTION OF ANY OFFERING MATERIAL RELATING TO ANY SUCH SECURITIES MAY BE MADE IN OR FROM ANY JURISDICTION EXCEPT IN CIRCUMSTANCES WHICH WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS AND WHICH WILL NOT IMPOSE ANY OBLIGATION ON THE BANK OR ANY OF ITS AFFILIATES.

A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.

The Bank, its affiliates and the individuals associated therewith may (in various capacities) have positions or deal in transactions or securities (or related derivatives) identical or similar to those described herein.

By acceptance of this document you are deemed to have acknowledged and agreed that the Bank may share, on a confidential basis, any information relating to you and the securities described herein with its branches, affiliates, agents and third parties selected by the Bank (together, "Disclosure Parties") pursuant to the Bank’s operational, processing and business requirements, and that the Bank and any Disclosure Party shall be entitled to disclose any such information if it is required to do so by any law, court, legal process or as requested by any other applicable authority in accordance with which the Bank or such Disclosure Party is required to act. No liability shall arise from the transfer of such information whether by reason of misstatement, omission, delay or any other matter whatsoever in connection therewith.

Please note that this certificate of deposit is not a protected deposit and is not protected by the Deposit Protection Scheme in Hong Kong. An acceptance to the terms and conditions in this material will represent that you understand and acknowledge this Certificate of Deposit is not a protected deposit and is not protected by the Deposit Protection Scheme.

This document is confidential, and no part of it may be reproduced, distributed or transmitted without the prior written permission of the Bank.

This termsheet and the Final Documentation (as defined above) have not been reviewed by any regulatory authority in Hong Kong. If you are in any doubt about any of the contents of this termsheet and the Final Documentation, you should obtain independent professional advice.

Considerations relating to “green” or “sustainable” CDs

The Issuer will exercise its judgement and sole discretion in determining the businesses and projects that will be financed by the proceeds of the Green CDs. If the use of the proceeds of the Green CDs is a factor in an investor's decision to invest in the Green CDs, they should consider the disclosure in "Use of Proceeds" in the Information Memorandum and consult with their legal or other advisers before making an investment in the Green CDs. There can be no assurance that any of the businesses and projects funded with the proceeds from the Green CDs will meet the HSBC Green Bond Framework or an investor's expectations or requirements. Furthermore, there is no contractual obligation to allocate the proceeds of the Green CDs to finance eligible businesses and projects or to publish annual progress reports as described in "Use of Proceeds". The HSBC Group's failure to so allocate or report, the failure of any of the businesses and projects funded with the proceeds from the Green CDs to meet the HSBC Green Bond Framework, or the failure of external assurance providers to opine on the Green Progress Report’s conformity with the HSBC Green Bond Framework, will not constitute a Default (as defined in the Conditions of the Green CDs) with respect to the Green CDs and may affect the value of the Green CDs and/or have adverse consequences for certain investors with portfolio mandates to invest in green assets.

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Furthermore, it should be noted that there is currently no clearly-defined definition (legal, regulatory or otherwise) of, nor market consensus as to what constitutes, a "green" or "sustainable" or an equivalently-labelled project or as to what precise attributes are required for a particular project to be defined as "green" or "sustainable" or such other equivalent label nor can any assurance be given that such a clear definition or consensus will develop over time. Accordingly, no assurance is or can be given to investors that any projects or uses the subject of, or related to, any of the businesses and projects funded with the proceeds from the Green CDs will meet any or all investor expectations regarding such "green", "sustainable" or other equivalently-labelled performance objectives or that any adverse environmental, social and/or other impacts will not occur during the implementation of any projects or uses the subject of, or related to, any of the businesses and projects funded with the proceeds from the Green CDs.

No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any opinion or certification of any third party (whether or not solicited by the HSBC Group) which may be made available in connection with the issue of the Green CDs and in particular with any of the businesses and projects funded with the proceeds from the Green CDs to fulfil any environmental, sustainability, social and/or other criteria. Any such opinion or certification is not, nor should be deemed to be, a recommendation by the Issuer or any other person to buy, sell or hold the Green CDs. Any such opinion or certification is only current as at the date that opinion was initially issued. Prospective investors must determine for themselves the relevance of any such opinion or certification and/or the information contained therein and/or the provider of such opinion or certification for the purpose of any investment in the Green CDs. The providers of such opinions and certifications are not currently subject to any specific regulatory or other regime or oversight.

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How to find out the latest market value of your CD(s) after issuance?

The latest market value of the CD(s) you purchased will be available upon request after issue date. Please contact our staff at any branch of the Bank in Hong Kong or refer to the HSBC Internet Banking.

Note: If you have any feedback or complaint about any aspect of the service you have received, please contact our Hong Kong branches, call (852) 2233 3033 for HSBC Jade customers, (852) 2233 3322 for HSBC Premier customers, (852) 2748 8333 for HSBC Advance customers or (852) 2233 3000 for Other Personal Banking customers, or write to the Customer Relations Department at P.O. Box No. 71169 Kowloon Central Post Office, or send an email to feedback@hsbc.com.hk. We will respond to a complaint within a reasonable period of time normally not exceeding 30 days in general circumstances. If you are not satisfied with the outcome of your complaint, you have the right to refer the matter to the Complaint Processing Centre of Hong Kong Monetary Authority at 55th Floor Two International Finance Centre, 8 Finance Street, Central, Hong Kong. For monetary dispute, you have the right to refer the matter to the Financial Dispute Resolution Centre at Unit 3701-4, 37/F, Sunlight Tower, 248 Queen’s Road East, Wan Chai, Hong Kong.

Disclaimer The Bank has issued this document. The information in this document does not constitute a solicitation of the sale or recommendation of this CD. Any opinions expressed therein are given in good faith, but are subject to change without notice. No liability is accepted whatsoever for any direct or consequential loss arising from the use of this document. Please note that the above rates or prices are for indicative purposes only and may vary in accordance with changes in market condition. Distribution of this document may be restricted by law in certain jurisdictions and the information contained herein is to the recipients and may not be reproduced or otherwise disseminated. The Bank and its affiliates and/or officers, directors and employees may have positions in any instruments or currencies mentioned in this document and may from time to time add to or dispose of such instruments or currencies. User of the information is advised to make independent judgment with respect to any matter contained herein.

Issued by The Hongkong and Shanghai Banking Corporation Limited.

The Hongkong and Shanghai Banking Corporation Limited is the distributor and issuer which is a wholly owned subsidiary of HSBC Holdings plc, the holding company of the HSBC Group.

The Hongkong and Shanghai Banking Corporation Limited Authorised and Regulated by Hong Kong Monetary Authority A registered institution under the Securities and Futures Ordinance, with Central Entity Identity Number AAA523 Registered Office: 1 Queen’s Road Central, Hong Kong Tel: +852 2996 6730, Member HSBC Group

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香港上海滙豐銀行有限公司

發行港元 1.06%定息綠色存款證

2020年10月到期

本初始條款表應與日期為2019年5月17日的零售發行資料備忘錄一併閱讀，後者內容

有關發行人的20,000,000,000美元存款證計劃，經日期為2019年12月5日的綠色存款

證零售發行補充資料備忘錄補充（「資料備忘錄」）。

初始條款表

發行人： 香港上海滙豐銀行有限公司

ISIN編號 /臨時編號:* C13523

類別： 定息存款證

評級：

(評級並不代表建議購買、出

售或持有證券/存款證，且可

由授予評級之機構隨時終止、

更改或撤銷。)

發行人評級： Aa3 (穆迪) / AA- (標準普爾) 截至 2020 年

3 月 20 日

存款證評級：不適用

認購期: 2020年3月23日上午9時至2020年3月27日下午12時正

發行日期: 2020年4月3日

到期日期：** 2020年10月5日

票息： 每年1.06%定息

票息頻率： 每半年

發行價: 100%

到期收益率（每年）： 每年 1.06%

存款證地位：

高級無抵押

由存款證證明的存款構成發行人直接、無條件、無抵

押及非後償債務，且根據香港法律各存款證之間一直

享有同等地位，並無任何優先權或優先次序，及至少

與發行人的所有其他現有及未來存款以及發行人所有

其他現有及未來的無抵押及非後償債務於所有方面享

請注意本存款證並非定期存款。 此產品不是受保障存款，且並不受香港存款保

障計劃之保障。除非你完全理解並願意承擔其所涉及之風險，否則不應購買本

存款證。

當閣下作出認購指示，將代表閣下接納此存款證的條款及條件，理解及承認本

存款證並非受保障存款，且並不受香港存款保障計劃之保障。

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有同等地位，惟香港法律賦予優先地位的若干債務除

外。

結構： 基本型

存款證發行貨幣: 港元

存款證發行金額: [●]

最低發行金額: 港元100,000,000

計息開始日期： 2020年4月3日

面額： 港元 10,000

最低購買金額： 港元 10,000

到期贖回： 按面值（100%）

利息支付日期：** 2020年10月5日

認沽選擇權: 不適用

認購選擇權: 不適用

營業日慣例: 倘任何利息支付日期（包括到期日）並非營業日，則

應推遲至下個營業日，除非下個營業日為下個日曆

月，則在此情況下，該日應為緊接支付日期的前一個

營業日。

計息日期慣例： 實際天數/ 365

營業日： 香港

上市: 無

發行、計算、支付及(如適

用）CMU申請代理香港上海滙豐銀行有限公司

結算： Euroclear 及 Clearstream

法律: 香港

發行人簡介： 香港上海滙豐銀行有限公司於一八六五年在香港及上

海成立，並為滙豐控股有限公司及其附屬公司（「滙

豐控股」）有限公司及其附屬公司（「滙豐集團」）

的始創成員，滙豐集團為全球規模最大的銀行及金融

服務機構之一。本行為香港註冊成立規模最大的銀行

及香港三家發鈔銀行之一。本行為滙豐控股有限公司

（滙豐集團的控股公司）的全資附屬公司，滙豐集團

的國際網絡橫跨歐洲、亞洲、中東及北非、北美洲及

拉丁美洲五個地域。

發行人聯絡資料： 註冊辦事處地址： 香港上海滙豐銀行有限公司

香港皇后大道中 1 號

服務收費： 託管服務

豁免

代收利息

豁免

到期贖回

豁免

所得款項用途： 存款證發行所得款項淨額將用於為認可的行業*（定義

見資料備忘錄，並且在滙豐網站上的滙豐綠色債券框

架作出進一步描述）中合資格企業及項目融資。

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* 存款證概無滿足特定框架的保證或合約義務。無法

滿足該特定框架將不構成違約（定義見存款證條款及

細則），然而其可能影響存款證的價值。

* 最終的產品編號（即 ISIN 編號）將取代臨時編號，並於存入確認信中提供。

** 有關款項的實際支付日期視乎收到相關託管人的付款日期。基於時差原因或個別支付代理

不同的處理時間，有關款項的實際支付日期可能遲於所述日期。

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風險因素

本存款證涉及風險。在認購本存款證之前，你應就本身的財政狀況及目標，考慮是否適合認購

本存款證。如有任何疑問，應諮詢獨立專業顧問的意見。

• 非投機工具－本存款證主要是中長期的固定收入產品，並不是短線投機的工具。你應準備

於整段時期內將資金投放於本存款證上；若你選擇在到期日之前提早出售本存款證，可能

會損失部份或全部的本金額。

• 違約風險－本存款證的利息和本金是由發行者支付。如果發行者不履行契約，存款證持有

人可能無法取回本存款證的利息和本金。存款證持有人須承擔發行人的信貸風險。

• 價格變動－在產品存續期間應市場情況，存款證的價格可升可跌。影響存款證價格因素包

括，但不限於，利率轉變、信貸息差（到期日相近，但不同信貸質素的存款證之間所產生

的收益差）、及流通性溢價（如存款證未能以公允市價賣出，潛在買家須付出的額外成本）

孳息率的上落對越長年期的存款證價格影響一般較大。買賣存款證可能會令你招致損失。

• 如你打算出售存款證，發行人可（並非必須）按當時的市價回購存款證。但基於市場變動，

賣出價可能低於原定買入價。

• 匯率風險－倘若你選擇將存款證所支付的付款兌換為你的本國貨幣，可能須承受匯率波動

的風險。

• 流動性風險－存款證或未能提供廣泛及活躍的二手交易市場，這意味着你未必能賣出存款

證或有所損失。即使在活躍的二手交易市場，也不一定能提供龐大的流通量或按對持有人

有利之價格買賣，且可能與存款證持有人之預期不符。

• 再投資風險－如本存款證被提早贖回，您轉而購買其他產品，未必能取得相同回報。

• 存款證並非定期存款，並不受香港存款保障計劃之保障。除非你完全理解並願意承擔其所

涉及之風險，否則不應購買存款證。

• 請留意以下有關人民幣產品的風險：

人民幣貨幣風險

- 閣下應注意，人民幣兌其他外幣的匯率可能出現波動，並會受到（其中包括）中國政

府控制（例如中國政府對人民幣與外幣兌換作出的監管）等因素的影響，從而可能會

在閣下將人民幣兌換為本地貨幣時對人民幣產品的回報產生不利影響。

利率風險

- 人民幣計值存款證的價值受利率波動影響，這可能影響人民幣產品的回報及表現。

流動性風險

- 人民幣計值存款證的二手市場或不能提供龐大的流通量或按當時市場狀況的價格買

賣，特別當存款證的價格存在較大的買賣差價，可能會導致存款證持有人蒙受重大損

失，及可能不符合存款證持有人的期望。

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按人民幣計值的相關投資之選擇有限

- 人民幣計值存款證可能無法直接投資於中國內地，這意味著其對中國內地以外按人民

幣計值的相關投資之選擇可能受限。因此，人民幣計值存款證之回報及表現可能會受

到不利影響。

在贖回時可能無法取得人民幣款項

- 人民幣計值存款證可能擁有大部份非人民幣計值相關投資。閣下在贖回時可能將無法悉數取得人民幣款項。假如發行人因外匯管制及適用貨幣的限制而無法及時取得充足

的人民幣款項，可能就會出現這種情況。

15

客戶責任及聲明

客戶認購本存款證時，你將被視為作出一系列承諾及聲明，包括：

(i) 已閱讀及理解本條款表概要及資料備忘錄（於二手市場買賣時可向滙豐索取）內，包括

此條款表「風險因素」部分所說明的有關購買本存款證的風險；

(ii) 明白應參閱資料備忘錄（於二手市場買賣時可另向滙豐索取）及此條款表，以便獲得本

存款證的進一步條款資料及所涉及風險；

(iii) 確認準備於整段時期內將資金投放於本存款證上；若你選擇在到期日之前提早出售本存

款證，可能會損失部分或全部的本金。你應確保擁有充足的流動應急資金，以備不時之

需；

(iv) 明白本文不擬提供稅務、法律或會計意見、產品建議或對發行人的信用或其他方面進行

評估，你亦不應依賴本文作上述用途。你應諮詢你的稅務、法律、會計及/或其他顧問；

(v) 明白本銀行（零售銀行及財富管理業務部門／工商金融部門）為此存款證的分銷商，並

以代理人身分（一手市場）／主事人身分（二手市場）行事;本銀行對內部產品供應商設

有定價和執行控制，以確保公平定價和處理客戶的指示； 及

(vi) 明白應避免對單一產品類型的過度投資，需顧及該產品在您整體投資組合中的總比例，

以防任何單一產品的風險承擔過高。

產品文件

在決定是否購入本產品前，您應閲讀並理解相關產品文件適用的所有條款及細則（包括此類文

件包含或隨附的所有通知、風險提示及免責聲明），包括但不限於以下文件（如適用）：

1. 本條款表

2. 資料備忘錄（或全球存款證的形式，視情況而定），於二手市場買賣時可向滙豐索取；及

3. 本條款表中指定的任何其他相關產品文件，可另向滙豐索取。

本條款表的收件人應遵循所有適用的法律、法規、規則，對存款證的發行、銷售和轉讓的限制，

以及對資料備忘錄（或全球存款證的形式，視情況而定）和有關存款證和發行人的其他資料的

分發的限制，該等資料在資料備忘錄中（或全球存款證的相關部分，視情況而定）以及任何附

加銷售限制（包括但不限於本條款表中載列的附加銷售限制）中列出。

16

重要公告

本文件由香港上海滙豐銀行有限公司－零售銀行及財富管理業務部門／工商金融部門（「銀行」）編製，僅供參考。本文件乃本文所述交

易條款與細則的指示性摘要，可經後續修改、取代或替換，或完全撤銷，且發行人無責任通知您任何此類更改。

本文件不構成承銷承諾、融資要約、出售要約或招攬購買本文件所述任何證券的要約。若本文件所述的交易繼續進行，則本文件中所述的

最終交易以及相關證券的條款及細則將是適用的發行文件中規定的條款及細則，並由相關發行條款和／或任何其他相關合約（統稱為「最

終文件」）補充和修改，而且本文件完全由此類最終文件的內容限定。

對於本文件所載任何資料的準確性或完整性，本銀行不作任何聲明或保證，亦不就此承擔任何責任。本文件所載的有關過往業績、建模、

情景分析或回溯測試的任何數據均未表明未來表現，也未就其合理性或準確性作出任何陳述。所有意見和預測均截至本文發布之日，並會

進行更改。任何投資的價值都可能因市場變化而出現波動。本文件所載資料無意預測實際結果，亦不就此作出任何保證。

本銀行不負責提供或安排提供任何一般財務、策略或專業意見，包括法律、監管、會計、模型審計或稅務建議或服務，或任何其他與本文

件所述交易和／或任何相關證券有關的服務。本銀行並不受託於任何人。對於因使用本文件或因依賴本文件所載資料而引致的任何損失

（包括任何間接損失），銀行在法律允許的最大程度內概不承擔任何責任。任何人士如考慮進行證券投資，應諮詢其獨立顧問。

本文所述之證券並無亦不會根據經修訂的《1933 年美國證券法》（「證券法」）登記，亦不得於美國發行或出售，或向美國人士（定義

見證券法 S 規例）或為其戶口或利益發售或出售。

我們並無就本文所述的任何證券在任何其他司法轄區獲准公開發售而採取任何行動或將採取任何行動。本文所述的任何證券的發行、銷

售、轉售或交付或與任何此類證券相關的任何發售材料的分發，均不得在任何司法轄區內進行或從任何司法轄區內作出，除非符合任何適

用法律及法規，並且不會對本銀行或其任何聯屬機構造成任何責任。

評級並非購買、出售或持有證券的建議，並可隨時由指定評級機構暫停、更改或撤銷評級。

本銀行及其聯屬機構及其關連人士（以各種身分）可持有或從事與本文所述相同或類似的交易或證券（或相關衍生品）。

您接受本文件，即表示您已確認並同意本銀行根據其營運、處理及業務要求，可在保密的基礎上與其分行、聯屬機構、代理及本銀行選擇

的第三方（合稱「披露方」）共享與您和本文所述證券相關的任何資料，且本銀行和任何披露方有權按照任何法律、法院、法律程序或任

何其他適用當局的要求，披露任何此類資料。對於此類資料的傳遞造成的任何失實陳述、遺漏、延誤或任何與此相關的其他事項，本銀行

不會承擔任何責任。

請注意，本存款證並非受保障存款，亦不受香港存款保障計劃保障。接受本資料載列的條款及細則，即表示您理解並確認此存款證並非受

保障存款，亦不受香港存款保障計劃保障。

本文件為保密資料，未經本銀行事先書面許可，不得複製、分發或傳送本文件任何部分。

本條款表及「最終文件」（如上文所界定）未經香港任何監管機構審核。如果您對本條款表及「最終文件」的任何內容有任何疑問，應獲

取得獨立專業意見。

與「綠色」或「可持續」存款證有關的考慮因素

發行人將行使其判斷力及全權酌情權，以確定將由綠色存款證募集資金提供融資的企業及項目。若綠色

存款證募集資金用途是投資者決定投資綠色存款證的考慮因素，則投資者應考慮資料備忘錄中「募集資

金用途」的披露事項，並在投資綠色存款證之前諮詢其法律或其他顧問。概不能保證由綠色存款證募集

資金提供融資的任何企業及項目均會符合滙豐綠色債券框架或投資者的預期或要求。此外，概無合約義

務配合綠色存款證募集資金用於為合資格企業及項目提供融資，或發布「募集資金用途」中的年度進度

報告。滙豐集團未能作出有關配置或報告，任何由綠色存款證募集資金提供融資的企業及項目未能符合

滙豐綠色債券框架，或外部保證供應者未能就綠色進度報告是否符合滙豐銀行綠色債券框架提供意見，

將不會構成綠色存款證違約（定義見綠色存款證的條件），並可能影響綠色存款證的價值及/或對部分具

有投資組合授權以投資綠色資產的投資者產生不利影響。

此外，投資者應注意，目前並無有關「綠色」或「可持續」或具有同等標籤的項目的明確定義（無論是

法律、法規或其他方面的），而且市場並未就有關「綠色」或「可持續」或具有同等標籤的項目的成份

或者將某個特定項目界定為「綠色」或「可持續」或具有同等標籤必須具有的精確屬性達成共識，並且

不能保證有關明確的定義或共識會在之後形成。因此，概不或不能向投資者保證，任何與以綠色存款證

募集資金提供融資的企業及項目有關或相關的任何項目或用途，將滿足任何或所有投資者對有關「綠色」

17

或「可持續」或具有同等標籤的績效目標的預期，或者在實施任何與以綠色存款證募集資金提供融資的

企業及項目有關或相關的任何項目或用途過程中，不會發生任何不利的環境、社會及/或其他不利影響。

概不就任何與發行綠色存款證以及尤其是由綠色存款證募集資金提供融資的任何企業及項目將會符合任

何環境、可持續性、社會及/或其他標準有關的任何第三方（無論是否由滙豐集團聘請的）意見或證明

在任何目的方面的適用性或可靠性作出保證或陳述。任何有關意見或證明並未且不應被視為發行人或任

何其他人士就購買、出售或持有綠色存款證而作出的建議。任何有關意見或證明僅在最初發表意見之日

有效。準投資者必須自行確定任何有關意見或證明及/或其中包含的資料及/或有關意見或證明的供應者

在綠色存款證的任何投資方面的相關性。有關意見或證明的供應者目前並不受任何特定的監管或其他制

度或監督的規限。

18

在購買存款證後，怎樣查詢存款證的市值？

您可聯絡本銀行在香港各分行的職員或訪問滙豐網上銀行，在發行日期後要求查詢閣下所購買

的存款證的最新市值。

注意﹕如您對我們的服務有任何意見或投訴，請聯絡我們在香港的任何分行、致電(852) 2233

3033（滙豐尚玉客戶）， (852) 2233 3322（滙豐卓越理財客戶），(852) 2748 8333（運籌理

財客戶）或 (852) 2233 3000（其他個人理財客戶）、致函我們的客戶關係部（九龍中央郵政局

郵政信箱71169號）或電郵至feedback@hsbc.com.hk。我們在一般情況下會於合理的時間（通

常30 日）內回覆客戶的投訴。若您對投訴結果仍有不滿，您有權將個案轉交香港金融管理局的

投訴處理中心處理，地址為香港中環金融街8 號國際金融中心2 期55 樓。有關金錢糾紛，您有

權將個案轉交金融糾紛調解中心(香港灣仔皇后大道東248號陽光中心37樓3701-04室)處理。

免責聲明本銀行刊發本文件。本文件所載資料並不構成買賣本存款證的招攬銷售或建議。本文件內發表之意見乃真誠地

發表，惟可未經通知而改變。滙豐概不就使用本文件所導致之任何直接或相應而生之損失接納任何責任。謹請

注意，上述利率及價格乃僅供參考，並可能根據市況而變動。若干司法管轄區之法律可能限制派發本文件，而

本交件中所載之資料乃僅供收件人閱覽，不得複製或以其他形式傳佈。本銀行及其聯屬公司及／或高級職員、

董事及僱員可能就本文件所述之任何金融工具或貨幣持倉，並可不時增加或出售有關金融工具或貨幣。使用資

料之人士務請就其中所載之任何事宜作出獨立判斷。

由香港上海滙豐銀行有限公司刊發

香港上海滙豐銀行有限公司是分銷商及發行人，為滙豐集團旗下控股公司—滙豐控股有限公司的全資附

屬公司。

香港上海滙豐銀行有限公司

經由香港金融管理局授權及監管

根據註冊為註冊機構，於證券及期貨事務監察委員之中央

註冊編號為AAA523

註冊辦事處： 香港皇后大道中 1 號

電話：+852 2996 6730 ，滙豐集團成員

Dated 17 May 2019

INFORMATION MEMORANDUM

FOR RETAIL ISSUES

under

US$20,000,000,000 CERTIFICATE OF DEPOSIT PROGRAMME

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

as Issuer

TABLE OF CONTENTS

Heading Page

IMPORTANT NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

DEPOSIT PROTECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

RISK DISCLOSURE STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

DESCRIPTION OF THE BANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

SUMMARY OF THE PROGRAMME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

KEY ISSUE TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

FORM OF CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

– 1 –

IMPORTANT NOTICE

This Information Memorandum describes the terms applicable to certificates of deposit (“CDs”) that may be issued to retail customers under the US$20,000,000,000 Certificate of Deposit Programme (the “Programme”) of The Hongkong and Shanghai Banking Corporation Limited (the “Issuer” or the “Bank”) .

The Bank has provided, and accepts responsibility for, the information contained in this Information Memorandum . To the best of the knowledge and belief of the Bank as at the date of this Information Memorandum, the facts contained in this Information Memorandum are true and correct in all material respects and there are no other material facts or omissions that would alter the import of the information contained herein .

This Information Memorandum must not be reproduced in any form, in whole or in part, for any purpose whatsoever and it must not be transmitted to any other person .

This Information Memorandum does not constitute an offer of, or an invitation by or on behalf of the Bank to any person to subscribe for or purchase any of CDs or any interests in CDs issued by the Bank .

The distribution of this Information Memorandum and the offering of the CDs in certain jurisdictions may be restricted by law . Persons who come into possession of this Information Memorandum are required to inform themselves of and to observe any such restrictions . No person to whom the CDs are offered or this Information Memorandum is sent shall make any offer or sale (directly or indirectly) of any CDs, or distribute or cause to be distributed any document or other material in connection with the CDs in any country or jurisdiction, except in such manner and in such circumstances as will comply with any applicable laws or regulations of such country or jurisdiction .

The Bank does not make any comment about the treatment for taxation or exchange control purposes of payments or receipts in respect of the CDs . Potential customers should inform themselves as to the legal requirements within their own countries for purchasing the CDs and as to any taxation or exchange control legislation affecting them personally . Potential customers should not treat the contents of this Information Memorandum as advice relating to legal, taxation or investment matters and are advised to consult their own professional advisers concerning the purchasing or holding of the CDs .

Each customer purchasing CDs should determine for itself the relevance of the information contained in this Information Memorandum and the necessity for additional credit review, and its interest in purchasing CDs should be based upon whatever independent credit investigations and evaluations of the Bank it considers necessary .

If a customer buys a CD and does not hold the CD to maturity, but instead sells it in the market, the customer may incur a loss on its initial purchase price . This is because, during the term of the CD, the market price of the CD may fluctuate . The market price of a CD may move up or down, compared with the amount of the initial purchase price, depending on many factors, including movements in prevailing interest rates, changes in the perceived credit standing of the Bank and factors generally affecting the market for similar securities or deposits . A customer is as likely to incur losses as to realise profits as a result of these market price movements . A customer should carefully consider whether the purchase of a CD is suitable in light of the customer’s financial position and investment objectives, particularly if it may wish to sell the CD before its stated maturity .

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No customer should purchase a CD unless such customer understands the nature of the CDs and the extent of its exposure to risk and is able to bear the yield, market, liquidity, redemption and other risks associated with the CD . Prospective customers should consult their own financial, tax and legal advisors about risks associated with purchasing and holding the CDs and the suitability of purchasing and holding the CDs in the light of their particular circumstances . Prospective customers should have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of purchasing and holding the CDs as well as access to, and knowledge of, appropriate analytical tools to evaluate such merits and risks in the context of their financial situation . Customers should also have sufficient financial resources to bear the risks associated with the CDs .

This Information Memorandum does not describe all of the risks and considerations (including those relating to each customer’s particular circumstances) of purchasing and holding the CDs . The Bank disclaims any responsibility to advise customers of such risks and considerations as they exist as at the date, or subsequent to the date of, this Information Memorandum .

Each customer must read the entire Information Memorandum carefully before making a decision to purchase the CDs . If at any time during the duration of the Programme there is a significant change affecting any matter contained in this Information Memorandum, the Bank may prepare an amendment or supplement to this Information Memorandum . Customers should contact the Bank to confirm that any relevant amendment or supplement to this Information Memorandum has been made available to them . This Information Memorandum should be read and construed with any relevant amendment or supplement and the most recently published financial statements of the Bank (which shall be deemed to be incorporated in, and form part of, this Information Memorandum) and, in relation to any Series (as defined herein) of CDs, should be read and construed together with the relevant Issue Terms (if any) . References to this “Information Memorandum” shall be taken to mean this document and all the documents from time to time incorporated by reference herein and forming part hereof .

No person has been authorised by the Bank to give any information or to make any representation not contained in or inconsistent with this Information Memorandum . Any such information given or representation made by or attributed to the Bank, whether in the public domain or otherwise, should not be relied upon as having been authorised by the Bank .

THE CDS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, NEITHER THE CDS NOR ANY INTERESTS IN THEM MAY BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OF, U.S. PERSONS.

In this Information Memorandum, unless otherwise indicated, references to “U.S.” and “United States” are to the United States of America, references to “U.S. dollars”, “U.S.$” and “US$” are to United States dollars, references to “China” or the “PRC” are to the People’s Republic of China, references to “Renminbi”, “RMB” or “CNY” are to the lawful currency of China, references to “Hong Kong” are to the Hong Kong Special Administrative Region of the PRC, and references to “HK$” are to Hong Kong dollars .

If English is not your preferred language, you may request for the Chinese version of this Information Memorandum from our sales staff . 倘若英文並非閣下屬意的語言，閣下可向本行的銷售人員索取本資料備忘錄的中文版本。

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DEPOSIT PROTECTION

THE CDS ARE NOT PROTECTED DEPOSITS AND ARE NOT PROTECTED BY THE DEPOSIT PROTECTION SCHEME ESTABLISHED UNDER THE DEPOSIT PROTECTION SCHEME ORDINANCE (CAP . 581) OF HONG KONG .

UNDER THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CAP .32), WHERE A BANK WHICH IS A COMPANY IS WOUND UP IN HONG KONG, EACH DEPOSITOR ON THE DATE THAT THE WINDING UP COMMENCES WILL RANK AS A PRIORITY CREDITOR FOR A MAXIMUM OF HK$500,000, REGARDLESS OF THE NUMBER OF DEPOSITS .

The CDs are obligations of the Bank alone . Purchasers of the CDs rely on the creditworthiness of the Bank .

For any further information please contact the Bank.

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RISK DISCLOSURE STATEMENTS

The following are the key risk disclosure statements relating to the CDs . It is not intended to be an exhaustive list of all possible risks associated with the CDs . In addition to the risks described below, customers should also read the section headed “Risk” contained in the Bank’s latest Annual Report and Accounts, which section has been incorporated in, and forms an integral part of, this Information Memorandum .

The CDs are not protected deposits and are not protected by the Deposit Protection Scheme.

The CDs are not protected deposits and are not protected by the Deposit Protection Scheme established under the Deposit Protection Scheme Ordinance (Cap . 581) of Hong Kong . When a customer gives an instruction to make the deposit, please provide the Bank or the Bank’s distributor (where the customer purchases the CDs from a distributor of the Bank) with an acknowledgement that the customer understands that the CDs are not protected deposits and are not protected by the Deposit Protection Scheme in Hong Kong . A customer should not purchase the CDs unless it understands how the CDs work and is willing to assume the associated risks .

The CDs are not covered by the investor compensation fund.

As the CDs are not listed, a customer is not covered by the investor compensation fund if its Distributor (as defined below) or any other intermediary defaults .

When a customer buys the CDs, the customer will be relying on the Bank’s creditworthiness. A customer may get nothing back if the Bank becomes insolvent or defaults on its obligations under the CDs.

A customer must rely on the Bank’s creditworthiness when the customer buys the CDs . The CDs represent the Bank’s general unsecured contractual obligations and are not secured on any of the Bank’s assets . The CDs shall at all times rank pari passu and without any preference or priority among themselves and with all other present and future unsecured and unsubordinated obligations of the Bank with exception of those that have priority due to mandatory statutory provisions .

There is no assurance of protection against a default by the Bank in respect of its payment or delivery obligations under the CDs . A customer may get nothing back if the Bank becomes insolvent or default on its obligations under the CDs .

The CDs may not be a suitable product for all customers.

Each potential customer in the CDs must determine the suitability of CDs in light of the customer’s own circumstances . In particular, each potential customer should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant CDs, the merits and risks of the relevant CDs and the information contained or incorporated by reference in this Information Memorandum or any applicable supplement;

(ii) have sufficient financial resources and liquidity to bear all of the risks associated with the relevant CDs, including where principal or interest is payable in one or more currencies, or where the currency for principal or interest payments is different from the potential customer’s currency;

(iii) understand thoroughly the terms of the relevant CDs and be familiar with the behaviour of any relevant financial markets; and

(iv) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect the customer’s purchase and the customer’s ability to bear the applicable risks .

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A customer should be prepared to hold the CDs for the full tenor; a customer could lose part or all of his or her purchase money if the customer chooses to sell his or her CDs prior to the maturity date.

The CDs are designed for customers who intend to hold their CDs until maturity .

If a customer tries to sell his or her CDs before the maturity date the customer may receive an offer which is less than the original purchase price paid by the customer or the customer may not be able to enjoy the same rate of return if he or she invests in other financial products or the customer may not be able to sell his or her CDs at all . This is because during the term of the CDs, the market price of the CDs may fluctuate, compared with the initial purchase price of the CDs, depending on many factors, including market interest rate movements, the Bank’s financial condition and results of operations, the market’s view of the Bank’s credit quality and the market for similar securities .

A customer should carefully consider whether the purchase of the CDs is suitable in light of the customer’s financial position and investment objectives, especially if he or she may wish to sell the CDs before maturity or may need access to the purchase money he or she has paid before the maturity of the CDs .

The CDs have no established trading market . Therefore, customers may not be able to sell their CDs easily or at prices that will provide them with a yield comparable to investments that have a developed secondary market . This is particularly the case for CDs that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of customers . These types of CDs generally would have a more limited secondary market and more price volatility than conventional debt securities . Illiquidity may have a severely adverse effect on the market value of the CDs .

If a customer purchases CDs through a Distributor (as defined below), the customer should be prepared to rely on the Distributor to ensure that payments on the customer’s CDs are credited to his or her account with the Distributor, and to ensure that notices from the Bank reach the customer and notices from the customer reach the Bank. A customer does not have direct contractual rights to enforce the CDs against the Bank.

Each series of CDs will be represented by a single Global CD and no individual bearer certificates will be issued to you with respect to your holding of the CDs . The CDs will be held in Euroclear Bank SA/NV, Clearstream Banking, S .A . or the Central Moneymarkets Unit Service operated by the Hong Kong Monetary Authority (each a “Clearing System”) . Individual customers cannot open a personal account at the relevant Clearing System: the Clearing System serves only institutions, which means each customer has to select a bank, which may be the Bank itself or a distributor of the Bank through which the CDs are sold (the “Distributor”), who will arrange to hold the CDs for the customer in an account at the relevant Clearing System — either the Bank’s or the Distributor’s own account or the account of the Bank’s or the Distributor’s direct or indirect custodian with such Clearing System .

If the customer purchases the CDs from the Distributor, the Bank will pay interest and principal on the CDs to the Distributor through the Bank’s paying agent and the customer will have to rely on the Distributor to ensure that payments on the customer’s CDs are credited to the customer’s account with the Distributor . Any notice the Bank gives after the CDs are issued will also be given through the Bank’s paying agent: the customer will also have to rely on the Distributor to ensure that the notices from the Bank reach him or her . Similarly, the customer will have to rely on the Distributor to forward any notices from the customer to the Bank through the Bank’s paying agent .

As a result, a customer does not have any direct contractual rights against the Bank if the Bank fails to pay any amount under the CDs in accordance with the terms and conditions of the CDs . To assert any customer’s rights as a customer in the CDs, the customer will have to rely on its Distributor to take action against the Bank .

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However, if the customer’s Distributor fails to enforce any rights against the Bank on the customer’s behalf, or if the customer’s Distributor becomes insolvent or defaults on its obligations, the customer will need to take action against its Distributor subject to the terms of the account agreement or investor agreement or term of business between the customer and its Distributor . The Distributor will be able to explain to its customer its rights against the Distributor in this regard . When a customer buys the CDs the customer is required to confirm that it understands and agrees that the Bank accepts no responsibility for the provision of banking services and custody services by the Distributors or for any consequences of, or arising from, the use of the bank account and investment account or custody services of such Distributors .

The CDs may have features which contain particular risks for potential customers.

A wide range of CDs may be issued under the Programme . CDs may have features which contain particular risks for potential customers . Potential customers should read carefully the risks disclosure for the series of CDs they are interested in and ensure they fully understand the risks involved . Set out below is a description of two such common features:

CDs subject to optional redemption by the Bank

An optional redemption feature is likely to limit the market value of CDs . During any period when the Bank may elect to redeem the CDs, the market value of those CDs generally will not rise substantially above the price at which they can be redeemed . This also may be true prior to any redemption period .

The Bank may redeem CDs which have an optional redemption feature when its cost of borrowing is lower than the interest rate on the CDs . At those times, a customer generally would not be able to invest the redemption proceeds at an effective interest rate as high as the interest rate on the CDs being redeemed and may only be able to do so at a significantly lower rate . Potential customers should consider investment risk in light of other financial products available at that time .

Fixed rate CDs

The fixed rate CDs carry a fixed interest rate which is paid in arrears . Upon maturity, the Bank will pay holders of the CDs the principal amount of the CDs plus any unpaid accrued interest . The maximum return on the CDs is limited to these interest payments . As the fixed rate CDs are fixed income securities which are structured to provide customers with returns primarily through regular interest payments thereon, holders of the CDs who hold the CDs through to maturity or who dispose of the CDs in the secondary market may not realize any capital gain due to the subsequent changes in market interest rates after the Issue Date: for example, if market interest rates rise, the value of a fixed rate CD will usually fall .

In particular, in respect of fixed rate CDs denominated in Renminbi, such CDs will carry a fixed interest rate . A customer’s purchase of such CDs is subject to interest rate risks . The PRC government has gradually liberalized the regulation of interest rates over the years . Further liberation may increase interest rate volatility . Consequently, the trading price of such CDs will vary with the fluctuations in the Renminbi interest rates . If a customer tries to sell its CDs before their maturity, it may receive an offer that is less than the initial purchase price .

Floating Rate CDs

Floating Rate CDs have returns that are variable as a result of the method by which the interest is calculated . The rate of interest is not fixed and is tied to the performance of an underlying benchmark . The rate of interest can periodically go down and therefore return on the CDs is not guaranteed and may in a worst case become zero .

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The CDs may involve exchange rate risk.

A series of CDs may be issued in a currency other than Hong Kong dollars . Where necessary, the Bank will convert one currency into another at a specified or prevailing exchange rate in making calculations under the CDs . In addition, if the currency denomination of the CDs is not the customer’s home currency and the customer chooses to convert payments made on the CDs back to his or her home currency, the amount the customer receives will be determined by reference to the prevailing exchange rate between the currency in which the CDs are denominated and the customer’s home currency . Potential customers should note that the prevailing exchange rate may fluctuate as a result of market conditions and economic factors and that may have an adverse impact on the financial return on the CDs .

Risk relating to benchmark reforms

The London Inter-Bank Offered Rate (“LIBOR”) and other indices which are deemed “benchmarks” are the subject of recent national, international and other regulatory guidance and reform . Some of these reforms are already effective whilst others are yet to apply .

These reforms may cause such “benchmarks” to perform differently than in the past, or to disappear entirely, or have other consequences which cannot be predicted . For example, on 27 July 2017, the FCA announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021 (the “FCA Announcement”) . The FCA Announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021 . Any such consequence could have a material adverse effect on any CDs referencing a “benchmark” such as LIBOR .

Renminbi is not completely freely convertible and may adversely affect the liquidity of RMB-denominated CDs.

In respect of CDs denominated in Renminbi, customers should remember that the Renminbi is not a freely convertible currency . The PRC government continues to regulate conversion between Renminbi and foreign currencies, despite the significant reduction over the years by the PRC government of control over trade transactions involving import and export of goods and services as well as other routine foreign exchange transactions .

Although starting from 1st October, 2016, the Renminbi has been added to the Special Drawing Rights basket created by the International Monetary Fund and policies further improving accessibility to Renminbi to settle cross-border transactions in foreign currencies were implemented by the People’s Bank of China (“PBOC”) in 2018, there is no assurance that the PRC government will liberalise its control over cross-border Renminbi remittances in the future or that new PRC regulations will not be promulgated in the future which have the effect of restricting or eliminating the remittance of Renminbi into or outside the PRC .

All payments in respect of RMB-denominated CDs will be made solely by transfer to a Renminbi bank account maintained in Hong Kong in accordance with prevailing rules and regulations . It is the customer’s responsibility to establish and maintain such an account . The Bank cannot be required to make payment by any other means (including in banknotes or by transfer to a bank account in the PRC or anywhere else outside Hong Kong) . In addition, there can be no assurance that access to Renminbi funds for the purposes of making payments on the CDs or generally may remain or may not become restricted .

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There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of Renminbi CDs and the Bank’s ability to source Renminbi outside the PRC to service such Renminbi CDs.

As a result of the restrictions imposed by the PRC government on cross-border Renminbi fund flows, the availability of Renminbi outside of the PRC is limited . While the PBOC has entered into agreements on the clearing of Renminbi business with financial institutions in a number of financial centres and cities (the “Renminbi Clearing Banks”), including but not limited to Hong Kong, and are in the process of establishing Renminbi clearing and settlement mechanisms in several other jurisdictions (the “Settlement Arrangements”), the current size of Renminbi-denominated financial assets outside the PRC is limited .

There are restrictions imposed by the PBOC on Renminbi business participating banks in respect of cross-border Renminbi settlement, such as those relating to direct transactions with PRC enterprises . Furthermore, Renminbi business participating banks do not have direct Renminbi liquidity support from the PBOC . The Renminbi Clearing Banks only have access to onshore liquidity support from the PBOC for the purpose of squaring open positions of participating banks for limited types of transactions and are not obliged to square for participating banks any open positions resulting from other foreign exchange transactions or conversion services . In such cases, the participating banks will need to source Renminbi from outside the PRC to square such open positions .

Although it is expected that the offshore Renminbi market will continue to grow in depth and size, its growth is subject to many constraints as a result of PRC laws and regulations on foreign exchange . There is no assurance that new PRC regulations will not be promulgated or the settlement agreements will not be terminated or amended in the future which will have the effect of restricting availability of Renminbi offshore . The limited availability of Renminbi outside the PRC may affect the liquidity of the RMB-denominated CDs . To the extent the Bank is required to source Renminbi in the offshore market to service its RMB-denominated CDs, there is no assurance that the Bank will be able to source such Renminbi on satisfactory terms, if at all .

The Financial Institutions (Resolution) Ordinance may adversely affect the CDs.

On 7 July 2017, the Financial Institutions (Resolution) Ordinance (Cap . 628) of Hong Kong (the “FIRO”) came into operation . The FIRO provides for, among other things, the establishment of a resolution regime for authorised institutions and other within scope financial institutions in Hong Kong which may be designated by the relevant resolution authorities, which includes the Bank . The resolution regime seeks to provide the relevant resolution authorities with administrative powers to bring about timely and orderly resolution in order to stabilise and secure continuity for a failing authorised institution or within scope financial institution in Hong Kong . In particular, the relevant resolution authority is provided with powers to affect contractual and property rights as well as payments (including in respect of any priority of payment) that creditors would receive in resolution . These may include, but are not limited to, powers to cancel, write off, modify, convert or replace all or a part of the CDs or the principal amount of, or interest on, the CDs, and powers to amend or alter the contractual provisions of the CDs, all of which may adversely affect the value of the CDs, and the holders thereof may suffer a loss of some or all of their investment as a result . Holders of CDs may become subject to and bound by the FIRO . The implementation of FIRO remains untested and certain detail relating to FIRO will be set out through secondary legislation and supporting rules . Therefore, the Bank is unable to assess the full impact of FIRO on the financial system generally, the Bank’s counterparties, the Bank, any of its consolidated subsidiaries, its operations and/or its financial position .

FATCA risk

Pursuant to certain provisions of the U .S . Internal Revenue Code of 1986, commonly known as FATCA, a “foreign financial institution” may be required to withhold on certain payments it makes (“foreign passthru payments”) to persons that fail to meet certain certification, reporting, or related requirements . The issuer is a foreign financial institution for these purposes .

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A number of jurisdictions (including Hong Kong) have entered into, or have agreed in substance to, intergovernmental agreements with the United States to implement FATCA (“IGAs”), which modify the way in which FATCA applies in their jurisdictions . Under the provisions of IGAs as currently in effect, a foreign financial institution in an IGA jurisdiction would generally not be required to withhold under FATCA or an IGA from payments that it makes .

Certain aspects of the application of the FATCA provisions and IGAs to instruments such as the CDs, including whether withholding would ever be required pursuant to FATCA or an IGA with respect to payments on instruments such as the CDs, are uncertain and may be subject to change . Even if withholding would be required pursuant to FATCA or an IGA with respect to payments on instruments such as the CDs, such withholding would not apply prior to the date that is two years after the publication of the final regulations defining “foreign passthrough payment” and CDs characterised as debt (or which are not otherwise characterised as equity and have a fixed term) for U .S . federal tax purposes that are issued on or prior to the date that is six months after the date on which final regulations defining “foreign passthrough payments” are filed with the U .S . Federal Register generally would be “grandfathered” for purposes of FATCA withholding unless materially modified after such date .

However, if additional CDs that are not distinguishable from previously issued CDs are issued after the expiration of the grandfathering period and are subject to withholding under FATCA, then withholding agents may treat all CDs, including the CDs offered prior to the expiration of the grandfathering period, as subject to withholding under FATCA .

Holders should consult their own tax advisors regarding how these rules may apply to their holding of the CDs . In the event any withholding would be required pursuant to FATCA or an IGA with respect to payments on the CDs, no person will be required to pay additional amounts as a result of the withholding .

INDEPENDENT DECISION

Each customer is deemed to have made its own independent decision to make each deposit to be evidenced by a CD and must not rely on any communication (written or oral) from the Bank or any of its employees as a recommendation or as investment advice .

By applying to the Bank to purchase CDs, a customer represents and warrants to the Bank the following:

(a) it fully understands and accepts the risks and returns associated with the CDs;

(b) it acknowledges that the risk disclosure statements have been provided in a language of its choice and the it has been invited to read the risk disclosure statements, to ask questions and take independent advice if it wishes;

(c) it has made his or her own independent judgment and decision without relying on the Bank or its employees to enter into any dealings in the CDs (“Transactions”) and it fully understands the risks and consequences in doing so and agrees to bear all consequences of Transactions . The Bank and its employees shall have no liability whatsoever in respect of it’s entering into any or all of the Transactions; and

(d) it has full power and authority to enter into these terms and conditions and to exercise its rights and perform its obligations under these terms and conditions .

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DESCRIPTION OF THE BANK

CAPITALISATION

The following table sets forth the capitalisation and indebtedness of the Bank and its subsidiaries (the “Bank Group”) as at 31 December 2018 . For additional information, see the Bank Group’s audited consolidated financial statements and notes thereto incorporated by reference into this Information Memorandum .

This table should be read in conjunction with the audited consolidated financial statements of the Bank Group and related notes thereto incorporated by reference from time to time into this Information Memorandum .

At 31 December 2018(audited)

(HKD in millions)

Total liabilities 7,450,534

EquityShare capital 172,335Other equity instruments 35,879Other reserves 114,949Retained earnings 429,595Total shareholders’ equity 752,758Non-controlling interests 60,162Total equity 812,920

Total capitalisation and indebtedness1 8,263,454

1 Total capitalisation and indebtedness equals the sum of total liabilities and total equity .

Unless otherwise disclosed in this Information Memorandum, there has not been any material adverse change in the Bank Group’s capitalisation and indebtedness since 31 December 2018 .

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THE BANK GROUP

Incorporation and Business

On 14 August 1866, “The Hongkong and Shanghai Banking Corporation” was established with limited liability in the Hong Kong Special Administrative Region (the “Hong Kong SAR”) by The Hongkong and Shanghai Bank Ordinance 1866, as subsequently amended by The Hongkong and Shanghai Banking Corporation Limited Ordinance (Cap . 70) of Hong Kong (the “Ordinance”) . On 6 October 1989, it was registered under the name of “The Hongkong and Shanghai Banking Corporation Limited” pursuant to Part IX of the then Companies Ordinance (Cap . 32) of Hong Kong, which is now Part 17 of the new Companies Ordinance (Cap . 622) with company number 263876 . On 6 June 1997, Memorandum and Articles of Association (the “M&A”) were adopted, replacing the Ordinance in part and superseding The Hongkong and Shanghai Bank Regulations (Cap . 70A) of Hong Kong which formerly were the constitutive documents of the Bank . Subsequently, a new set of Articles of Association was adopted in substitution for and to the exclusion of the M&A on 19 May 2014 . Its registered and head office is situated at 1 Queen’s Road Central, Hong Kong .

Established in Hong Kong and Shanghai in 1865, The Hongkong and Shanghai Banking Corporation Limited is the founding member of HSBC Holdings plc and its subsidiaries (the “HSBC Group”) – one of the world’s largest banking and financial services organisations . It is the largest bank incorporated in Hong Kong and one of Hong Kong’s three note-issuing banks . It is a wholly-owned subsidiary of HSBC Holdings plc, the holding company of the HSBC Group, which has an international network organised into five geographical regions: Europe, Asia, Middle East and North Africa, North America and Latin America .

Directors and Secretary

As of the date of this Information Memorandum, the Directors and Secretary of the Bank are set out below .

Names of Directors

John Michael Flint#, ChairmanPeter Tung Shun Wong, Deputy Chairman and Chief ExecutiveLaura May Lung Cha*, GBM, Deputy ChairmanZia Mody*, Deputy ChairmanGraham John Bradley*Louisa Wai Wan CheangDr Christopher Wai Chee Cheng*, GBS, OBEDr Raymond Kuo Fung Ch’ien*, GBS, CBEYiu Kwan Choi*Irene Yun-lien Lee*Jennifer Xinzhe Li*Victor Tzar Kuoi Li#

Bin Hwee Quek (née Chua)*, PBM, BBM, JPKevin Anthony Westley*, BBSTan Sri Dr Francis Sock Ping Yeoh*, CBE

# non-executive Director

* independent non-executive Director

Name of Secretary

Neil Olofsson, FCIS

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Principal Subsidiaries

The principal subsidiaries of the Bank as at 31 December 2018 are:

NamePlace of Incorporation

Principal activity

The Bank Group’s

interest in issued share

capital/registered or

charter capital

Hang Seng Bank Limited Hong Kong Banking 62 .14%HSBC Bank (China) Company

LimitedPeople’s Republic

of ChinaBanking 100%

HSBC Bank Malaysia Berhad Malaysia Banking 100%HSBC Bank Australia Limited1 Australia Banking 100%HSBC Bank (Taiwan) Limited1 Taiwan Banking 100%HSBC Bank (Singapore) Limited Singapore Banking 100%HSBC Life (International) Limited1 Bermuda Retirement benefits

and life insurance100%

Note:

1 Held indirectly

The principal places of business are the same as the places of incorporation except for HSBC Life (International) Limited

which operates mainly in Hong Kong .

Share capital

The following shows the share capital of the Bank Group as at 31 December 2018:

The issued and fully paid up ordinary share capital of the Bank was HK$172,335 million comprising 46,440,991,798 ordinary shares, which included HK$116,103 million paid up in HK$ and HK$56,232 million paid up in US$ . The paid up share capital in US$ represents preference shares which have been redeemed or bought back via payment out of distributable profits and for which the amount was transferred from retained earnings to share capital in accordance with the requirements of the Companies Ordinance .

The issued and fully paid-up preference shares of the Bank Group, presented as financial liabilities in the Bank Group’s balance sheet in accordance with Hong Kong Accounting Standard 32 ‘Financial Instruments: Presentation’, was INR870 million (HK$98 million), comprising 8,700,000 compulsorily convertible preference shares of INR100 each in the share capital of a subsidiary, HSBC InvestDirect Securities (India) Private Limited .

In 2018, the Bank redeemed 2,478 million (US$2,478 million or HK$19,409 million) of issued non-cumulative irredeemable preference shares and 200 million (US$200 million or HK$1,566 million) of issued cumulative irredeemable preference shares, which had been classified as financial liabilities in the Bank Group’s consolidated balance sheet . There were no remaining issued non-cumulative or cumulative irredeemable preference shares as at 31 December 2018 .

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Total shareholders’ equity

The total shareholders’ equity of the Bank Group as at 31 December 2018 was HK$752,758 million comprising HK$172,335 million of share capital, HK$35,879 million of other equity instruments, HK$114,949 million of other reserves and HK$429,595 million of retained earnings .

Subordinated liabilities

Subordinated liabilities of the Bank Group issued to third parties measured at amortised cost, as at 31 December 2018 and 2017, consisted of undated primary capital notes and other loan capital having an original term to maturity of five years or more . Subordinated liabilities issued to group entities are not included in the below .

2018 2017HK$m HK$m

subordinated liabilities 4,081 4,090

Debt Securities in Issue

The debt securities in issue of the Bank Group as at 31 December 2018 were HK$58,236 million .

Litigation

Save as may be otherwise disclosed in this Information Memorandum, there are no litigation or arbitration proceedings against or affecting the Bank, nor is the Bank Group aware of any pending or threatened such proceedings, which are or might be material in the context of the Programme .

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SUMMARY OF THE PROGRAMME

Issuer: The Hongkong and Shanghai Banking Corporation Limited (incorporated with limited liability in Hong Kong) (the “Bank”) .

Currencies: CDs may be denominated in:United States dollars (“US$”);Hong Kong dollars (“HK$”); orRenminbi (“RMB” or “CNY”); or other freely convertible currencies (each an “Alternate Currency”) .

Series: CDs will be issued in series (each a “Series”) having one or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest) . The CDs of each Series will be interchangeable with all other CDs of that Series .

Conditions: Each CD will be subject to and will benefit from general terms and conditions (the “Conditions”) in the form set out on Page 20 to Page 35 (Form of Conditions) of this Information Memorandum .

Each Series, and each CD in a Series, will additionally be subject to, and will benefit from, the specific terms set out at the front of a CD (the “Issue Terms”) . If there is any conflict, the Issue Terms for a CD will prevail over the Conditions . A form explaining the key Issue Terms that will apply to a CD is set out on Page 18 to Page 19 (Key Issue Terms) of this Information Memorandum .

Fixed Rate CDs: Fixed Rate CDs may be issued which bear fixed rate interest, payable in arrear at the rate(s) and on the date or dates specified in such CDs .

Floating Rate CDs: Floating Rate CDs may be issued which bear floating rate interest, payable in arrear at rates set separately for each Series . Interest Periods may be of one, three, six or twelve months or as otherwise provided .

Discounted CDs: Discounted CDs may be issued at their principal amount or at a discount which do not bear interest .

Form: CDs will be represented initially by a global CD (a “Global CD”) and