HSBC : Monthly Return of Equity Issuer on Movements in Securities for the month ended 31 December 2019 - Return made to the HK stock exchange - English

Monthly Return of Equity Issuer on Movements in Securities

For the month ended

(dd/mm/yyyy) :31/12/2019

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer	HSBC Holdings plc
Date Submitted	7 January 2020

I. Movements in Authorised Share Capital

1. Ordinary Shares

(1) Stock code :	5		Description :		Ordinary Shares
								Par value		Authorised share
					No. of ordinary		(State		capital
					shares		currency)		(State currency)
Balance at close of preceding month	N/A				N/A
(Remark 1)				(Remark 1)
Increase/(decrease)
Balance at close of the month		N/A				N/A
	(Remark 1)				(Remark 1)
(2) Stock code :	N/A	Description :
								Par value		Authorised share
					No. of ordinary		(State		capital
					shares		currency)		(State currency)

Balance at close of preceding month

Increase/(decrease)

Balance at close of the month

2. Preference Shares

a) Non-cumulative Preference Shares

Stock code :

N/A

Description :

b) Non-cumulative Series A Sterling Preference Share

No. of

Par value

Authorised share

preference

(State

capital

shares

currency)

(State currency)

Balance at close of preceding month

N/A

N/A

(Remark 1)

(Remark 1)

Increase/(decrease)

Balance at close of the month

N/A

N/A

(Remark 1)

(Remark 1)

3. Other Classes of Shares

Stock code :

N/A

Description :

No. of other

Par value

Authorised share

classes of

(State

capital

shares

currency)

(State currency)

Balance at close of preceding month

Increase/(decrease)

Balance at close of the month

Total authorised share capital at the end of the month (State

N/A

currency) :

(Remark 1)

II. Movements in Issued Share Capital

	No. of ordinary shares		No of preference		No. of other
	(1)	(2)		shares		classes of shares
Balance at close of	20,637,854,696
(US$0.50)				a) 1,450,000 (US$0.01)
preceding month	(Remark 2)		N/A		b) 1 (£0.01)		N/A
Increase/ (decrease)	669,849
during the month	(US$0.50)		N/A		NIL		N/A
Balance at close of	20,638,524,545
(US$0.50)				a) 1,450,000 (US$0.01)
the month	(Remark 2)		N/A		b) 1 (£0.01)		N/A

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

				No. of new shares	No. of new
				of issuer issued	shares of
Particulars of share option			during the month	issuer which
scheme	Movement during the month		pursuant thereto	may be
including EGM approval date				issued
(dd/mm/yyyy) and class of				pursuant
shares issuable				thereto as at
					close of the
	Granted	Exercised Cancelled	Lapsed	month

1. HSBC Holdings Executive Share

Option Scheme

( / /	)
	Ordinary shares	--	--	--	--	--	--

(Note 1)

2. HSBC Holdings Savings-Related Share

Option Plans

( / /	)
	Ordinary shares	--	663,064	--	748,999	663,064	65,060,681

(Note 1)

3. HSBC Holdings Group Share Option

Plan

(	/	/	)
				Ordinary shares	--	--			--	--	--		--
	(Note 1)
	4. HSBC Share Plan
(	/	/	)
				Ordinary shares	--	--			--	--	--		--
	(Note 1)
								Total A.	(Ordinary shares)	663,064
										(Preference shares)		N/A
												(Other class)		N/A
Total funds raised during the month from exercise of options
(State currency)							£2,987,742.08

Warrants to Issue Shares of the Issuer which are to be Listed

No. of new

No. of new

shares of

shares of

issuer

issuer which

issued

may be

during the

issued

Nominal value

month

pursuant

Currency

at close of

Exercised

Nominal value

pursuant

thereto as at

Description of warrants

of nominal

preceding

during the

at close of the

thereto

close of the

(Date of expiry - dd/mm/yyyy)

value

month

month

month

month

1.

N/A

(

/ /

)

Stock code (if listed)

Class of shares

issuable (Note 1)

Subscription price

EGM approval date

(if applicable)

(dd/mm/yyyy)

( / /

)

2.N/A

(	/ /	)
	Stock code (if listed)
	Class of shares
	issuable (Note 1)
	Subscription price
	EGM approval date
	(if applicable)
	(dd/mm/yyyy)		( / /	)

3.N/A

(

/

/

)

Stock code (if listed) Class of shares issuable (Note 1)

Subscription price EGM approval date (if applicable) (dd/mm/yyyy)

4.N/A

(

/

/

)

Stock code (if listed) Class of shares issuable (Note 1)

Subscription price EGM approval date (if applicable) (dd/mm/yyyy)

(	/	/	)

(

/

/

)

Total B. (Ordinary shares) (Preference shares)

(Other class)

N/A

N/A

N/A

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

					No. of new	No. of new
					shares of	shares of issuer
					issuer issued	which may be
					during the	issued pursuant
		Amount at			month	thereto as at
	Currency of	close of	Converted	Amount at	pursuant	close of the
	amount	preceding	during the	close of the	thereto	month
Class and description	outstanding	month	month	month

1. EUR1,500,000,000 5.25%

Perpetual Subordinated

Contingent Convertible

Securities (Remark 3)

€

1,500,000,000

--

1,500,000,000

--

444,426,008

Stock code (if listed)

N/A

Class of shares

issuable (Note 1)

Ordinary Shares

Conversion

€3.37514 per

Subscriptionprice

Ordinary Share

EGM approval date

(if applicable)

(dd/mm/yyyy))

(N/A)

2. US$2,250,000,000 6.375%Perpetual Subordinated

Contingent Convertible
Securities (Remark 4)			US$		2,250,000,000	--	2,250,000,000	--		516,555,014
Stock code (if listed)				N/A
Class of shares
issuable (Note 1)		Ordinary Shares
Conversion	US$4.35578 per
Subscription price		Ordinary Share
EGM approval date
(if applicable)
(dd/mm/yyyy)				(N/A)

3. US$1,500,000,000 5.625%Perpetual Subordinated

Contingent Convertible
Securities (Remark 5)			US$		1,500,000,000	--	1,500,000,000	--		344,370,009
Stock code (if listed)				N/A
Class of shares
issuable (Note 1)		Ordinary Shares
Conversion	US$4.35578 per
Subscriptionprice		Ordinary Share
EGM approval date
(if applicable)
(dd/mm/yyyy)				(N/A)

4. US$2,450,000,000 6.375%

Perpetual Subordinated
Contingent Convertible
Securities (Remark 6)			US$		2,450,000,000	--	2,450,000,000	--		607,205,170
Stock code (if listed)				N/A
Class of shares
issuable (Note 1)		Ordinary Shares
Conversion	US$4.03488 per
Subscriptionprice		Ordinary Share
EGM approval date
(if applicable)
(dd/mm/yyyy)				(N/A)

No. of new

No. of new

shares of

shares of issuer

issuer issued

which may be

during the

issued pursuant

Amount at

month

thereto as at

Currency of

close of

Converted

Amount at

pursuant

close of the

amount

preceding

during the

close of the

thereto

month

Class and description

outstanding

month

month

month

5.

EUR1,000,000,000 6.00%

Perpetual Subordinated

Contingent Convertible

Securities (Remark 7)

€

1,000,000,000

--

1,000,000,000

--

267,695,330

Stock code (if listed)

N/A

Class of shares

issuable (Note 1)

Ordinary Shares

Conversion

€3.73559 per

Subscriptionprice

Ordinary Share

EGM approval date

(if applicable)

(dd/mm/yyyy))

(N/A)

6. US$2,000,000,000 6.875% Perpetual Subordinated

Contingent Convertible
Securities (Remark 8)			US$		2,000,000,000	--	2,000,000,000	--		506,662,613
Stock code (if listed)				N/A
Class of shares
issuable (Note 1)		Ordinary Shares
Conversion	US$3.9474 per
Subscriptionprice		Ordinary Share
EGM approval date
(if applicable)
(dd/mm/yyyy))				(N/A)

7. US$3,000,000,000 6.000%

Perpetual Subordinated
Contingent Convertible
Securities (Remark 9)			US$		3,000,000,000	--	3,000,000,000	--		862,093,738
Stock code (if listed)				N/A
Class of shares
issuable (Note 1)		Ordinary Shares
Conversion	US$3.47990 per
Subscriptionprice		Ordinary Share
EGM approval date
(if applicable)
(dd/mm/yyyy))				(N/A)

8. SGD1,000,000,000 4.70% Perpetual Subordinated Contingent Convertible

Securities (Remark 10)			SGD		1,000,000,000	--	1,000,000,000	--		208,032,552
Stock code (if listed)				N/A
Class of shares
issuable (Note 1)		Ordinary Shares
Conversion	SGD4.80694 per
Subscriptionprice		Ordinary Share
EGM approval date
(if applicable)
(dd/mm/yyyy))				(N/A)

No. of new

No. of new

shares of

shares of issuer

issuer issued

which may be

during the

issued pursuant

Amount at

month

thereto as at

Currency of

close of

Converted

Amount at

pursuant

close of the

amount

preceding

during the

close of the

thereto

month

Class and description

outstanding

month

month

month

9.

EUR1,250,000,000 4.75%

Perpetual Subordinated

Contingent Convertible

Securities (Remark 11)

€

1,250,000,000

--

1,250,000,000

--

409,230,940

Stock code (if listed)

N/A

Class of shares

issuable (Note 1)

Ordinary Shares

Conversion

€3.05451 per

Subscriptionprice

Ordinary Share

EGM approval date

(if applicable)

(dd/mm/yyyy))

(N/A)

10. US$2,350,000,000 6.250%Perpetual Subordinated

Contingent Convertible
Securities (Remark 12)			US$		2,350,000,000	--	2,350,000,000	--		620,363,770
Stock code (if listed)				N/A
Class of shares
issuable (Note 1)		Ordinary Shares
Conversion	US$3.7881 per
Subscriptionprice		Ordinary Share
EGM approval date
(if applicable)
(dd/mm/yyyy))				(N/A)

11. US$1,800,000,000 6.500%Perpetual Subordinated

Contingent Convertible
Securities (Remark 13)			US$		1,800,000,000	--	1,800,000,000	--		475,172,249
Stock code (if listed)				N/A
Class of shares
issuable (Note 1)		Ordinary Shares
Conversion	US$3.7881 per
Subscriptionprice		Ordinary Share
EGM approval date
(if applicable)
(dd/mm/yyyy))				(N/A)

No. of new

No. of new

shares of

shares of issuer

issuer issued

which may be

during the

issued pursuant

Amount at

month

thereto as at

Currency of

close of

Converted

Amount at

pursuant

close of the

amount

preceding

during the

close of the

thereto

month

Class and description

outstanding

month

month

month

12.SGD750,000,000 5.00%

Perpetual Subordinated

Contingent Convertible

Securities (Remark 14)

SGD

750,000,000

--

750,000,000

--

154,299,398

Stock code (if listed)

N/A

Class of shares

issuable (Note 1)

Ordinary Shares

Conversion

SGD4.86068 per

Subscriptionprice

Ordinary Share

EGM approval date

(if applicable)

(dd/mm/yyyy))

(N/A)

13. £1,000,000,000 5.875%

Perpetual Subordinated

Contingent Convertible

Securities (Remark 15)

£

1,000,000,000

--

1,000,000,000

--

370,370,370

Stock code (if listed)

N/A

Class of shares

issuable (Note 1)

Ordinary Shares

Conversion

£2.70 per

Subscriptionprice

Ordinary Share

EGM approval date

(if applicable)

(dd/mm/yyyy))

(N/A)

Total C. (Ordinary shares)	N/A
(Preference shares)	N/A
(Other class)	N/A

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

					No. of new shares	No. of new shares of
					of issuer issued	issuer which may be
					during the month		issued pursuant
					pursuant thereto
					thereto as at close of
Full particulars including EGM approval date (dd/mm/yyyy),					the month
if applicable, and class of shares issuable:
1.	N/A
	(	/	/	)
	shares (Note 1)
2.	N/A
	(	/	/	)
	shares (Note 1)
3.	N/A
	(	/	/	)
	shares (Note 1)
	Total D. (Ordinary shares)	N/A
	(Preference shares)	N/A
	(Other class)	N/A

Other Movements in Issued Share Capital

No. of new	No. of
shares of	new
issuer issued	shares
during the	of issuer
month	which
pursuant	may be
thereto	issued
	pursuant
	thereto
	as at
	close of
	the
Type of Issue	month

Class

of

shares

________

issuable (Note 1)

1.

Rights issue

At price :

State

N/A

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class

of

shares

________

issuable (Note 1)

2.

Open offer

At price :

State

N/A

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class

of

shares

________

issuable (Note 1)

3.

Placing

At price :

State

N/A

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class

of

shares

________

issuable (Note 1)

N/A

Issue and allotment

(

/

/

)

4.

Bonus issue

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

No. of new	No. of
shares of	new
issuer issued	shares
during the	of issuer
month	which
pursuant	may be
thereto	issued
	pursuant
	thereto
	as at
	close of
	the
Type of Issue	month

Class

of

shares

________

issuable (Note 1)

5.

Scrip dividend

At price :

State

N/A

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class

of

shares

________

repurchased (Note 1)

Cancellation date :

(

/

/

)

6.

Repurchase of

N/A

(dd/mm/yyyy)

shares

(

/

/

)

EGM/AGM approval

date:

(dd/mm/yyyy)

Class

of

shares

________

redeemed (Note 1)

7.

Redemption of

N/A

Redemption date :

(

/

/

)

shares

(dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class

of

shares

________

issuable (Note 1)

8.

Consideration

At price :

State

N/A

Issue and allotment

(

/

/

)

issue

currency

date : (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

No. of new	No. of
shares of	new
issuer issued	shares
during the	of issuer
month	which
pursuant	may be
thereto	issued
	pursuant
	thereto
	as at
	close of
	the
Type of Issue	month

		Class of shares	________
		issuable (Note 1)
9. Capital	N/A	Issue and allotment	(	/	/	)
reorganisation	date : (dd/mm/yyyy)
		EGM approval date:	(	/	/	)

(dd/mm/yyyy)

				Class of shares	Ordinary
				issuable (Note 1)	Shares
10. Other				Issue and allotment	(i) (18/12/2019)
(Please specify)
				date : (dd/mm/yyyy)
- Awards of				EGM approval date:	(N/A)
shares under		State
the HSBC	At price :	(dd/mm/yyyy)
currency (i) £ 5.9360
International
Employee
Share
Purchase
Plan (for
item (i))

	(i) 6,785	--
Total E. (Ordinary shares)	6,785
(Preference shares)	N/A
(Other class)	N/A

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1)	669,849
(2)	N/A
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):	N/A
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to
N/A
E):

(These figures should be the same as the relevant figures under II above ("Movements in Issued Share

Capital").)

IV. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III which has not been previously disclosed in a return published under rule 13.25A, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

1. all money due to the listed issuer in respect of the issue of securities has been received by it;
2. all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock
   Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;
3. all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
4. all the securities of each class are in all respects identical (Note 3);
5. all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;
6. all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;
7. completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and
8. the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Remarks (if any):

1. The UK Companies Act 2006 has abolished the concept of authorised share capital with effect from 1 October 2009. To reflect this, the Articles of Association have been amended to remove any reference to authorised share capital.
2. The number of ordinary shares in issue is inclusive of the ordinary shares being held in treasury which are not cancelled and remain listed. As at close of the preceding month and the month, the Company held 325,273,407 ordinary shares in treasury.
3. Callable September 2022 and Every Five Years Thereafter
4. Callable September 2024 and Every Five Years Thereafter
5. Callable January 2020 and Every Five Years Thereafter
6. Callable March 2025 and Every Five Years Thereafter
7. Callable September 2023 and Every Five Years Thereafter
8. Callable June 2021 and Every Five Years Thereafter
9. Callable May 2027 and Every Five Years Thereafter
10. Callable June 2022 and Every Five Years Thereafter
11. Callable July 2029 and Every Five Years Thereafter
12. Callable March 2023 and Every Five Years Thereafter
13. Callable March 2028 and Every Five Years Thereafter
14. Callable September 2023 and Every Five Years Thereafter
15. Callable September 2026 and Every Five Years Thereafter

Submitted by:	Philip D Miller
Title:		Authorised Signatory

(Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).
2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under rule 13.25A in relation to the securities issued, no further confirmation is required to be made in this return.
3. "Identical" means in this context:
4. • the securities are of the same nominal value with the same amount called up or paid up;
   • they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
   • they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
5. If there is insufficient space, please append the prescribed continuation sheet.