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Registration Document Dated 30 March 2020

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Registration Document Dated 30 March 2020 REGISTRATION DOCUMENT DATED 30 MARCH 2020 HSBC HOLDINGS PLC (a company incorporated in England with registered number 617987; the liability of its members is limited) This document (which expression shall include this document and all documents incorporated by reference herein) has been prepared for the purpose of providing disclosure information with regard to HSBC Holdings plc (the "Issuer") and has been approved by the Financial Conduct Authority (the "FCA") as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"), as a registration document ("Registration Document") issued in compliance with the Prospectus Regulation for the purpose of providing the information with regard to the Issuer of debt or derivative securities during the period of twelve months after the date hereof. The FCA has only approved this Registration Document as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such an approval should not be considered an endorsement of the Issuer that is the subject of the Registration Document. This Registration Document is valid for a period of twelve months from the date of approval. This Registration Document includes details of the long-term and short-term credit ratings assigned to the Issuer by S&P Global Ratings Europe Limited ("S&P"), Moody's Investors Service Limited ("Moody's") and Fitch Ratings Limited ("Fitch"). Each of S&P, Moody's and Fitch is established in the European Union or the United Kingdom and is registered as a Credit Rating Agency under Regulation (EU) No. 1060/2009, as amended (the "CRA Regulation"). As such, each of S&P, Moody's and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. CONTENTS Page RISK FACTORS .......................................................................................................................................... 1 IMPORTANT NOTICES ............................................................................................................................. 3 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................... 4 THE ISSUER AND ITS SUBSIDIARY UNDERTAKINGS ...................................................................... 5 DIRECTORS OF THE ISSUER .................................................................................................................. 9 GENERAL INFORMATION .................................................................................................................... 13 248349-4-14-v14.0 70-40734408 RISK FACTORS Prospective investors in any securities issued by the Issuer should carefully consider the risk factors associated with the business of the Issuer and the industry in which it operates together with all other information contained in this Registration Document, including, in particular, the risk factors incorporated by reference into this section. The Issuer considers such risk factors to be the principal risk factors that may affect the Issuer's ability to fulfil its obligations under any of its securities. The risk factors incorporated by reference herein do not comprise an exhaustive list or explanation of all risks which investors may face when making an investment in securities issued by the Issuer and should be used as guidance only. Additional risks and uncertainties relating to the Issuer that are not currently known to the Issuer, or that the Issuer currently deems immaterial, may individually or cumulatively also have a material adverse effect on the business, prospects, results of operations and/or financial position of the Issuer and its subsidiaries ("HSBC" or the "Group"), and, if any such risk should occur, the price of any securities issued by the Issuer may decline and investors could lose all or part of their investment. The section entitled "Risk Factors" on pages 108 to 116 of the Form 20-F dated 19 February 2020 filed with the U.S. Securities and Exchange Commission (as set out at https://www.hsbc.com/- /files/hsbc/investors/hsbc-results/2019/annual/pdfs/hsbc-holdings-plc/200221-form-20-f) (the "2019 Form 20-F")), as incorporated by reference herein, sets out a description of the risk factors that may affect the ability of the Issuer to fulfil its obligations to investors in relation to any of its securities. Risks relating to the impact of COVID-19 The COVID-19 outbreak has had, and continues to have, a material impact on businesses around the world and the economic environments in which they operate. There are a number of factors associated with the outbreak and its impact on global economies that could have a material adverse effect on (among other things) the profitability, capital and liquidity of financial institutions such as HSBC. The COVID-19 outbreak has caused disruption to HSBC's customers, suppliers and staff globally. A number of jurisdictions in which HSBC operates, such as the United Kingdom, mainland China and Hong Kong, have implemented severe restrictions on the movement of their respective populations, with a resultant significant impact on economic activity in those jurisdictions. These restrictions are being determined by the governments of individual jurisdictions (including through the implementation of emergency powers) and impacts (including the timing of implementation and any subsequent lifting of restrictions) may vary from jurisdiction to jurisdiction. It remains unclear how this will evolve through 2020 and HSBC continues to monitor the situation closely. In many of the jurisdictions in which HSBC operates, schemes have been initiated by both HSBC and national governments to provide financial support to parts of the economy most impacted by the COVID- 19 outbreak. The details of how these schemes will operate, the impact on HSBC's customers and therefore the impact on HSBC remain uncertain at this stage. The actions taken by the various governments and central banks, in particular in the United Kingdom, mainland China, Hong Kong and the United States, may indicate a view on the potential severity of downturn and post recovery environment, which from a commercial, regulatory and risk perspective could be significantly different to past crises and persist for a prolonged period. An immediate financial impact in early 2020 will be higher Expected Credit Losses ("ECL") driven by a change in the economic scenarios used to calculate ECL. The outbreak has led to a weakening in gross domestic product ("GDP") in many of the jurisdictions in which HSBC operates, and the probability of a more adverse economic scenario for at least the short term is substantially higher than at December 31, 2019. Under IFRS 9, GDP is one of the factors that affects the modelling of ECL. The economic scenarios for the United Kingdom, mainland China and Hong Kong used to calculate ECL at December 31, 2019, including tail risk scenarios, are set out on pages 130 to 133 of the 2019 Form 20-F. These scenarios do not, however, reflect the now global impacts of COVID-19. Should the COVID-19 outbreak continue to cause disruption to economic activity globally through 2020, there could be adverse impacts on HSBC's other assets, such as HSBC's investment in Bank of Communications Co., Limited. There could be further impacts on HSBC's income due to lower lending and transaction volumes and lower wealth and insurance manufacturing revenue due to equity markets volatility and weakness. Other potential risks include credit rating migration which could negatively impact HSBC's risk-weighted assets and capital position, and potential liquidity stress due, among other factors, to increased customer drawdowns, notwithstanding the significant initiatives that governments and central banks have put in place to support funding and liquidity. In addition, lower interest rates globally will negatively impact net interest income. 248349-4-14-v14.0 - 1- 70-40734408 Central bank and government actions and support measures taken in response to the COVID-19 outbreak may create restrictions in relation to capital. These may limit management’s flexibility in managing the business and taking action in relation to capital distribution and capital allocation. Any and all such events mentioned above could have a material adverse effect on HSBC's business, financial condition, results of operations, prospects, liquidity, capital position and credit ratings (including potential credit rating agency changes of outlooks or ratings), as well as on HSBC's customers, employees and suppliers. 248349-4-14-v14.0 - 2- 70-40734408 IMPORTANT NOTICES The Issuer accepts responsibility for the information contained in this Registration Document. To the best of the knowledge of the Issuer, the information contained in this Registration Document is in accordance with the facts and this Registration Document does not omit anything likely to affect the import of such information. This Registration Document is to be read and construed with all documents incorporated by reference into it. No person has been authorised to give any information or to make any representation not contained in or not consistent with this Registration Document, including any documents incorporated by reference herein, and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, any trustee or any dealer appointed in relation to any issue of debt
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