汇丰控股美股招股说明书(2025-02-24版)

Table of Contents The information in this preliminary prospectus supplement is incomplete and may be changed. This preliminary prospectussupplement and the accompanying prospectus is not an offer to sell these securities and it is not soliciting an offer to buy thesesecurities in any jurisdiction where the offer or sale is not permitted. HSBC Holdings plc % Perpetual Subordinated Contingent Convertible Securities(Callable During Any Optional Redemption Period) We are offering $principal amount of% Perpetual Subordinated Contingent Convertible Securities (Callable During Any Optional Redemption Period) (the “Securities”). The Securities will be issued pursuant to theindenture dated August1, 2014 (as amended and supplemented from time to time), as amended and supplemented by a seventeenth supplemental indenture, which is expected to be entered into on, 2025 (together, the“Indenture”). From (and including), 2025 (the “Issue Date”) to (but excluding),(such date and each fifth anniversary date thereafter, a “Reset Date”), the interest rate on the Securities will be% per annum.From and including each Reset Date to (but excluding) the next following Reset Date, the applicable per annum interest rate will be equal to the sum of the applicable Reference Rate on the relevant Reset Determination Date and%. Subject to cancellation as described further below, we will pay interest on the Securities, if any, in arrear onandof each year, beginning on, 2025. The interest rate following any Reset Date may be less than the interest rate that applies immediately prior to such Reset Date, including the initial interest rate of%. Moreover, interest will be due and payableon an interest payment date only to the extent it is not cancelled or deemed to have been cancelled in accordance with the terms of the Securities. We will have sole and absolute discretion at all times and for any reason tocancel (in whole or in part) any interest payment that would otherwise be payable on any interest payment date. The terms of the Securities also provide for circumstances under which we will be restricted from making aninterest payment (in whole or in part) on an interest payment date, and the interest payable in respect of any such interest payment date will be deemed to have been cancelled (in whole or in part). The Securities are perpetual and have no fixed maturity or fixed redemption date. As a result, you may not receive any payments with respect to the Securities as we are not required to pay the principal amount ofthe Securities at any time prior to aWinding-upEvent and we will have the sole and absolute discretion at all times and for any reason to cancel in whole any interest payment. We may redeem the Securities in our sole discretion in whole (but not in part) at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption (excluding any cancelled or deemedto have been cancelled interest) during any Optional Redemption Period (as defined below). Moreover, we may redeem the Securities upon the occurrence of certain tax and regulatory events as described in this prospectus supplementunder “Description of the Securities—Redemption—Special Event Redemption.” Any redemption of the Securities is subject to the restrictions described in this prospectus supplement under “Description of the Securities—Redemption—Redemption Conditions.” If a Capital Adequacy Trigger Event occurs, then an Automatic Conversion will occur without delay (but no later than one month following the date on which it is determined such Capital Adequacy Trigger Event has occurred),at which point all of our obligations under the Securities will be released irrevocably and automatically in consideration of our issuance of Conversion Shares to the Conversion Shares Depository on behalf of the securityholders (or tothe relevant recipient in accordance with the terms of the Securities) on the Conversion Date, and under no circumstances will such released obligations be reinstated. On the Settlement Date, we expect the Conversion SharesDepository to deliver to the securityholders either (i)Conversion Shares (based on the Conversion Price) or (ii)if we elect, in our sole and absolute discretion, that a Conversion Shares Offer be made, the Conversion Shares OfferConsideration (consisting of thepro ratashare of cash proceeds from the sale of any Conversion Shares pursuant to the Conversion Shares Offer (based on the Conversion Shares Offer Price) and thepro ratashare of any ConversionShares not sold pursuant to the Conversion Shares Offer (based on the Conversion Price)). The realizable value of any Conversion Shares received by a securityholder following an Automatic Conversion may be significantly less thanthe initial Conversion Price of $and/or the U.S. dollar equivalent of the initial Conversion Shares Offer Price of £2.70 per Conversion Share, and the securityholders could lose all or part of their investment in t