ANNOUNCEMENT RESTRUCTURING. This announcement is made by the Company on a voluntary basis.

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Stock code: 11) ANNOUNCEMENT RESTRUCTURING This announcement is made by the Company on a voluntary basis. THE RESTRUCTURING Prior to the Restructuring, HGHQ, HFN, HHBV, HAHU, HAHB and HBAP were all controlling shareholders (as defined in the HKLR) of the Company. Following completion of the Restructuring on 20 November 2018, HFN, HHBV, HAHU and HAHB have ceased to be controlling shareholders of the Company and HAHO has acquired an indirect interest in % of the shares of the Company, becoming an intermediate holding company of the Company. GRANT OF WAIVER The Restructuring could have resulted in a mandatory general offer for the Shares under the Takeovers Code unless otherwise waived by the Executive. HAHO had applied to the Executive for a waiver to dispense with its obligation to make a mandatory general offer for all the Shares pursuant to Rule 26 of the Takeovers Code as a result of the Restructuring. The said waiver was granted by the Executive pursuant to Note 6(a) to Rule 26.1 of the Takeovers Code on 11 October

2 INTRODUCTION This announcement is made by the Company on a voluntary basis. THE RESTRUCTURING Prior to the Restructuring, HGHQ, HFN, HHBV, HAHU, HAHB and HBAP were all controlling shareholders (as defined in the HKLR) of the Company. Following completion of the Restructuring on 20 November 2018, HFN, HHBV, HAHU and HAHB have ceased to be controlling shareholders of the Company and HAHO has acquired an indirect interest in % of the shares of the Company as a result of it holding 100% of the of HBAP. The shareholding structures of the Company immediately before and after completion of the Restructuring are set out as follows: 2

3 Before completion of the Restructuring % of the HGHQ 0.001% of the HSBC Group Nominees UK Limited HAHO HFN 100% of the HHBV % of the 3.571% of the HAHU 100% of the HAHB % of the ordinary shares HSBC Nominees (Hong Kong) Limited 0.001% of the HBAP % of the The Company 3

4 After completion of the Restructuring HGHQ 100% of the HAHO 100% of the HBAP % of the The Company REASONS FOR THE RESTRUCTURING The main purpose of HAHO acquiring control of the HBAP Group is to meet certain regulatory requirements specified by the HKMA and other regulators to implement the preferred resolution strategy of the HBAP Group. This is an internal legal entity restructuring and will not impact the business and management of the HBAP Group, including the Company. The ultimate controlling interest in HBAP and the current controlling interest in the Company are maintained before and after the Restructuring. GRANT OF WAIVER The Restructuring could have resulted in a mandatory general offer for the Shares under the Takeovers Code unless otherwise waived by the Executive. HAHO had applied for, and the Executive has granted on 11 October 2018, a waiver pursuant to Note 6(a) to Rule 26.1 of the Takeovers Code to dispense with its obligation to make a mandatory general offer for all the Shares as a result of the Restructuring. 4

5 DEFINITIONS In this announcement, unless the context otherwise requires, the following terms have the following meanings: Company Executive HAHB HAHO HAHU HBAP and the HBAP Group HFN HGHQ HHBV HKLR Hang Seng Bank Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed and traded on the Main Board of the Stock Exchange (stock code: 11) the Executive Director of the Corporate Finance Division of the SFC or any of his delegates HSBC Asia Holdings B.V., a company incorporated in the Netherlands with limited liability HSBC Asia Holdings Limited, a company incorporated in Hong Kong with limited liability HSBC Asia Holdings (UK) Limited, a company incorporated in England and Wales with limited liability The Hongkong and Shanghai Banking Corporation Limited, a company incorporated in Hong Kong with limited liability, together with its subsidiaries, branches and representative offices HSBC Finance (Netherlands), a private unlimited company incorporated in England and Wales HSBC Holdings plc, a company incorporated in England and Wales with limited liability, the shares of which are listed and traded on the Main Board of the Stock Exchange (stock code: 5) HSBC Holdings B.V., a private company limited by shares incorporated in the Netherlands Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 5

6 HKMA Restructuring SFC Shares Stock Exchange Takeovers Code the Hong Kong Monetary Authority the restructuring of the HBAP Group involving the insertion of HAHO as an intermediate holding company the Securities and Futures Commission of Hong Kong the in the capital of the Company The Stock Exchange of Hong Kong Limited the Codes on Takeovers and Mergers and Share Buy-backs As at the date hereof, the Board of Directors of the Company comprises Dr Raymond K F Ch ien* (Chairman), Ms Louisa Cheang (Vice-Chairman and Chief Executive), Dr John C C Chan*, Mr Nixon L S Chan #, Ms L Y Chiang*, Ms Margaret W H Kwan, Ms Irene Y L Lee*, Ms Sarah C Legg #, Dr Eric K C Li*, Dr Vincent H S Lo #, Mr Kenneth S Y Ng #, Mr Peter T S Wong# and Mr Michael W K Wu*. * Independent non-executive Directors # Non-executive Directors For and on behalf of Hang Seng Bank Limited C C Li Secretary Hong Kong, 21 November 2018 恒生銀行有限公司 Hang Seng Bank Limited Incorporated in Hong Kong with limited liability Registered Office and Head Office: 83 Des Voeux Road Central, Hong Kong 6