汇丰控股美股招股说明书(2025-06-02版)

(Callable During Any Optional Redemption Period) We are offering $2,000,000,000 principal amount of 7.050% Perpetual Subordinated Contingent Convertible Securities (Callable During Any Optional Redemption Period) (the “Securities”). The Securities willbe issued pursuant to the indenture dated August1, 2014 (as amended and supplemented from time to time), as amended and supplemented by an eighteenth supplemental indenture, which is expected to be entered intoon June 5, 2025 (together, the “Indenture”). From (and including) June 5, 2025 (the “Issue Date”) to (but excluding) December 5, 2030 (such date and each fifth anniversary date thereafter, a “Reset Date”), the interest rate on the Securities will be 7.050%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 ResetDetermination Date and 2.987%. Subject to cancellation as described further below, we will pay interest on the Securities, if any, in arrear on June 5 and December 5 of each year, beginning on December 5, 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 7.050%. Moreover, interest will bedue and payable on 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 discretionat all times and for any reason to cancel (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 circumstancesunder which we will be restricted from making an interest 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 tohave 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 theprincipal amount of the 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 anycancelled or deemed to have been cancelled interest) during any Optional Redemption Period (as defined below). We may, at our option in our sole discretion, if the outstanding aggregate principal amount of the Securities is 25% or less of the aggregate principal amount of the Securities originally issued (and, for thesepurposes, any additional securities issued after the Issue Date and consolidated with the Securities as part of the same series shall be deemed to have been originally issued), redeem the remaining outstanding Securitiesin whole (but not in part) at any time at a redemption price equal to 100% of the principal amount of such outstanding Securities plus any accrued and unpaid interest to (but excluding) the date of redemption (whichinterest will exclude any interest that is cancelled or deemed to have been cancelled as described under “Description of the Securities—Interest—Interest Cancellation”). See “Description of the Securities—Redemption—Residual Call.” Moreover, we may redeem the Securities upon the occurrence of certain tax and regulatory events as described in this prospectus supplement under “Description of the Securities—Redemption—Special EventRedemption.” Any redemption of the Securities is subject to the conditions described in this prospectus supplement under “Description of the Securities—Redemption—Redemption or Purchase 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 TriggerEvent 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 Depositoryon behalf of the securityholders (or to the 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 theSettlement Date, we expect the Conversion Shares Depository 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 aConversion Shares Offer be made, the Conversion Shares Offer Consideration (consisting of thepro ratashare of cash proceeds from the sale of any Conversion Share