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Non-Collateralised Structured Products STANDARD CHARTERED BANK STANDARD CHARTERED BANK (HONG KONG) LIMITED

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Non-Collateralised Structured Products STANDARD CHARTERED BANK STANDARD CHARTERED BANK (HONG KONG) LIMITED The structured products involve derivatives. Do not invest in them unless you fully understand and are willing to assume the risks associated with them. Non-collateralised Structured Products Issuer STANDARD CHARTERED BANK (incorporated in England with limited liability by Royal Charter 1853) Sponsor STANDARD CHARTERED BANK (HONG KONG) LIMITED (incorporated in Hong Kong with limited liability) Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this base listing document, 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 base listing document. This base listing document, for which the Issuer accepts full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange’s Listing Rules”) for the purpose of giving information with regard to the Issuer and the structured products referred to in this base listing document. The Issuer, having made all reasonable enquiries, confirms that to the best of its knowledge and belief the information contained in this base listing document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this base listing document misleading. We, the Issuer of our structured products, are publishing this base listing document in order to obtain a listing on the Stock Exchange of our warrants and our callable bull/bear contracts (“CBBCs”). We will refer to the warrants and the CBBCs as “structured products” in this base listing document. Investors are warned that the price of the structured products may fall in value as rapidly as it may rise and holders may sustain a total loss of their investment. Prospective purchasers should therefore ensure that they understand the nature of the structured products and carefully study the risk factors set out in this base listing document and, where necessary, seek professional advice, before they invest in the structured products. The structured products constitute general unsecured contractual obligations of the Issuer and of no other person and will rank equally among themselves and with all our other unsecured obligations (save for those obligations preferred by law) upon liquidation. If you purchase the structured products you are relying upon the creditworthiness of the Issuer and have no rights under the structured products against (i) the company which has issued the underlying securities; (ii) the trustee or the manager of the underlying fund or trust; or (iii) the index compiler of any underlying index. If we become insolvent or default on our obligations under the structured products, you may not be able to recover all or even part of the amount due under the structured products (if any). The distribution of this base listing document, any addendum and the offering, sale and delivery of structured products in certain jurisdictions may be restricted by law. You are required to be aware of and observe such restrictions. Please read Annex 3 “Purchase and Sale” to this base listing document. The structured products have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to or for the account or benefit of U.S. Persons (as defined in Regulation S under the Securities Act). Base Listing Document dated 22 April 2014 IMPORTANT If you are in doubt as to the contents of this base listing document, you should obtain independent professional advice. Copies of this base listing document and its addendum (if any), the relevant supplemental listing document (together with a Chinese translation of each of these documents) and other documents listed under the section “Where can I read copies of the Issuer’s documentation?” in this base listing document may be inspected at the offices of Standard Chartered Bank (Hong Kong) Limited at 15th Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. 本基本上市文件及其增編（如有）及有關補充上市文件（及以上各份文件的中文譯本）連同本基本上市文件 之「本人從何處可查閱發行人的文件?」一節所列之其餘文件，可於渣打銀行（香港）有限公司的辦事處，地址 為香港中環金融街八號國際金融中心二期十五樓查閱。 We do not give you investment advice; you must decide for yourself, after reading the listing documents for the relevant structured products and, if necessary, seeking professional advice, whether our structured products meet your investment needs. TABLE OF CONTENTS Page SUMMARY OF OUR STRUCTURED PRODUCTS ............................... 1 SPECIFIC FEATURES OF OUR STRUCTURED PRODUCTS...................... 3 MORE INFORMATION ABOUT OUR STRUCTURED PRODUCTS AND OUR LISTING DOCUMENTS ............................................. 14 RISK FACTORS .......................................................... 17 TAXATION .............................................................. 48 INFORMATION ABOUT SCB AND THE GROUP ............................... 51 STATUTORY AND GENERAL INFORMATION ABOUT US ....................... 57 ANNEX 1 PART A – TERMS AND CONDITIONS OF CASH-SETTLED STOCK WARRANTS ....................................... 58 PART B – TERMS AND CONDITIONS OF CASH-SETTLED INDEX WARRANTS ....................................... 69 PART C – TERMS AND CONDITIONS OF CASH-SETTLED WARRANTS RELATING TO THE UNITS OF A FUND OR TRUST.............. 77 ANNEX 2 PART A – TERMS AND CONDITIONS OF CASH-SETTLED CALLABLE BULL/BEAR CONTRACTS RELATING TO A SHARE ............. 88 PART B – TERMS AND CONDITIONS OF CASH-SETTLED CALLABLE BULL/BEAR CONTRACTS RELATING TO AN INDEX ............ 101 PART C – TERMS AND CONDITIONS OF CASH-SETTLED CALLABLE BULL/BEAR CONTRACTS RELATING TO THE UNITS OF A FUND OR TRUST ....................................... 111 ANNEX 3 PURCHASE AND SALE..................................................... 125 ANNEX 4 A BRIEF GUIDE TO CREDIT RATINGS ........................................ 127 ANNEX 5 FINANCIAL INFORMATION RELATING TO SCB ................................ 129 –ii– SUMMARY OF OUR STRUCTURED PRODUCTS The types of structured products that we may issue include, but are not limited to: cash-settled stock warrants, cash-settled warrants relating to the units of a fund or trust, cash-settled index warrants, cash-settled CBBCs relating to a share, cash-settled CBBCs relating to an index and cash-settled CBBCs relating to the units of a fund or trust. Each type of our structured products will be subject to a separate set of master terms and conditions either as set out in Annex 1 or 2 (as applicable) to this base listing document (for the structured products listed above) or as set out in the relevant supplemental listing document (for other types of structured products). For each issue of our structured products, we will publish a supplemental listing document setting out the specific terms. The specific terms set out in the relevant supplemental listing document supplement and amend the applicable set of master terms and conditions to form the legally binding terms and conditions of that issue of structured products. We describe below the main features of the different types of our structured products. General features of our structured products: Issuer: Standard Chartered Bank (“SCB”) Sponsor: Standard Chartered Bank (Hong Kong) Limited Issuer’s long-term credit ratings AA- (Negative outlook) by Standard & Poor’s Credit Market (as of 17 April 2014): Services Europe Limited (“S&P”) A1 (Stable outlook) by Moody’s Investors Service Hong Kong Limited (“Moody’s”) The credit ratings are only an assessment by the rating agencies of the Issuer’s overall financial capacity to pay its debts respectively. AA- is among the top three major credit rating categories and is the fourth highest investment-grade ranking of the ten investment-grade ratings (including + or - sub-grades) assigned by S&P. A1 is among the top three major credit rating categories and is the fifth highest investment-grade ranking of the ten investment-grade ratings (including 1, 2 and 3 sub-grades) assigned by Moody’s. Please refer to the brief guide in Annex 4 to this document to what such credit ratings mean. Ranking of our structured Upon the occurrence of a mandatory call event (in the case of products: our CBBCs) or upon exercise, our structured products will become our direct, unconditional, unsecured and unsubordinated obligations ranking equally with all our other direct, unconditional, unsecured and unsubordinated obligations. –1– Liquidity provider: Standard Chartered Securities (Hong Kong) Limited or such other entity appointed by us as may be specified in the relevant supplemental listing document. We will describe in each supplemental listing document our obligations to provide liquidity in our structured products. Form: In registered form subject to and with the benefit of a deed poll made by us. Each issue will be represented by a global certificate registered in the name of HKSCC Nominees Limited (or its successors) or another nominee of Hong Kong Securities Clearing Company Limited as holder, and deposited within the Central Clearing and Settlement System (“CCASS”). We will not issue any definitive certificates for our structured products. Use of proceeds: The net proceeds from the issue of our structured products
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