As filed with the Securities and Exchange Commission on August 17, 2010
Registration No. 333-
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
of
HSBC HOLDINGS PLC
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
ENGLAND AND WALES
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York Mellon
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class | Amount to be registered | Proposed | Proposed | Amount of registration fee |
American Depositary Shares, each American Depositary Share representing ordinary shares of HSBC Holdings plc. | 300,000,000 American Depositary Shares | $5.00 | $15,000,000 | $1069.50 |
1
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1.
Name and address of depositary
Introductory Article
2.
Title of American Depositary Receipts and
Face of Receipt, top center
identity of deposited securities
Terms of Deposit:
(i)
The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii)
The procedure for voting, if any,
Articles number 15, 16 and 18
the deposited securities
(iii)
The collection and distribution of
Articles number 4, 12, 13, 14, 15
dividends
and 18
(iv)
The transmission of notices, reports
Articles number 11, 15, 16 and 18
and proxy soliciting material
(v)
The sale or exercise of rights
Articles number 13, 14, 15 and 18
(vi)
The deposit or sale of securities
Articles number 12, 13, 14, 15,
resulting from dividends, splits
17 and 18
or plans of reorganization
(vii)
Amendment, extension or termination
Articles number 20 and 21
of the deposit agreement
(viii)
Rights of holders of Receipts to inspect
Article number 11
the transfer books of the depositary and
the list of holders of Receipts
(ix)
Restrictions upon the right to deposit
Articles number 2, 3, 4, 5, 6, 8
or withdraw the underlying securities
and 22
(x)
Limitation upon the liability
Articles number 14, 18, 19 and 21
of the depositary
3.
Fees and Charges
Articles number 7 and 8
Item - 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of March 22, 2001, as amended and restated as of March 27, 2001 and as further amended and restates as of March 28, 2003 among HSBC Holdings Plc, The Bank of New York as Depositary, and all Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b.
Form of letter agreement between HSBC Holdings Plc and The Bank of New York relating to the pre-release of ADRs. – Previously Filed.
c.
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) and (b) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
e.
Certification under Rule 466. – Filed herewith as Exhibit 5.
Item - 4.
Undertakings
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on August 17, 2010.
Legal entity created by the agreement for the issuance of American Depositary Shares for ordinary shares of HSBC Holdings plc
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. Di Giovanni
Name: Joanne F. Di Giovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, HSBC Holdings plc has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of London, United Kingdom on August 17, 2010.
HSBC HOLDINGS PLC
By: /s/ D.J. Flint
Name: D.J. Flint, CBE
Title: Chief Financial Officer, Executive Director,
Risk and Regulation
Know all persons by these presents that each officer or director whose signature appears below constitutes and appoints each of the directors named below, jointly and severally, his or her true and lawful attorneys-in-fact and agents with full and several power of substitution, for and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 17, 2010.
/s/ S. K. Green
Name: S.K. Green
Group Chairman
/s/ M. F. Geoghegan
Name: M. F. Geoghegan, CBE
Group Chief Executive
(Principal Executive Officer)
/s/ D. J. Flint
Name: D.J. Flint, CBE
Chief Financial Officer, Executive Director,
Risk and Regulation
(Principal Financial Officer and Accounting Officer)
/s/ S .A. Catz
Name: S. A. Catz
Director
/s/ V. H. C. Cheng
Name: V. H. C. Cheng, GBS, OBE
Director
/s/ M. K. T. Cheung
Name: M. K. T. Cheung, GBS, OBE
Director
/s/ J. D. Coombe
Name: J. D. Coombe
Director
/s/ R. A. Fairhead
Name: R. A. Fairhead
Director
/s/ A. A. Flockhart
Name: A. A. Flockhart, CBE
Director
/s/ S. T. Gulliver
Name: S. T. Gulliver
Director
/s/ J. W. J. Hughes-Hallett
Name: J. W. J. Hughes-Hallett, SBS
Director
/s/ W. S. H. Laidlaw
Name: W. S. H. Laidlaw
Director
/s/ J. R. Lomax
Name: J. R. Lomax
Director
/s/ G. Morgan
Name: G. Morgan
Director
/s/ N. R. N. Murthy
Director
/s/ Simon Robertson
Name: Sir Simon Robertson
Senior Independent Non-Executive Director
/s/ J. L. Thornton
Name: J. L. Thornton
Director
/s/ Sir Brian Williamson
Name: Sir Brian Williamson, CBE
Director
/s/ Janet Burak
Name: Janet Burak
Authorized U.S. Representative
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of March 22, 2001, as amended and restated
as of March 27, 2001 and as further amended and restated as of March 28, 2003
among HSBC Holdings Plc, The Bank of New York as Depositary, and all Holders
and Beneficial Owners from time to time of American Depositary Receipts
issued thereunder.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to legality of the securities to be registered.
5
Certification under Rule 466.