HSBC Holdings plc PT5

HSBC Holdings PLC
31 July 2006


9. Dealings in HSBC Holdings plc shares

Except for dealings as intermediaries by HSBC Bank plc, HSBC Financial Products
(France) SNC and The Hongkong and Shanghai Banking Corporation Limited, which
are members of a European Economic Area exchange, neither the Company nor any
subsidiary undertaking has bought, sold or redeemed any securities of the
Company during the six months ended 30 June 2006.

10. Statutory accounts

The information in this news release does not constitute statutory accounts
within the meaning of Section 240 of the Companies Act 1985 ('the Act'). The
Interim Report 2006 was approved by the Board of Directors on 31 July 2006. The
statutory accounts for the year ended 31 December 2005 have been delivered to
the Registrar of Companies in England and Wales in accordance with Section 242
of the Act. The auditor has reported on those accounts. Its report was
unqualified and did not contain a statement under Section 237(2) or (3) of the
Act.

This news release does not constitute the unaudited interim consolidated
financial statements which are contained in the Interim Report. The unaudited
interim consolidated financial statements have been reviewed by the Company's
auditor, KPMG Audit Plc, in accordance with the guidance contained in Bulletin
1999/4: Review of interim financial information issued by the Auditing Practices
Board. On the basis of its review, KPMG Audit Plc was not aware of any material
modifications that should be made to the unaudited interim consolidated
financial statements as presented for the six months ended 30 June 2006 in the
Interim Report to the shareholders. The full report of its review is included in
the Interim Report to the shareholders.

11. Forward-looking statements

This news release contains certain forward-looking statements with respect to
the financial condition, results of operations and business of HSBC. These
forward-looking statements represent HSBC's expectations or beliefs concerning
future events and involve known and unknown risks and uncertainty that could
cause actual results, performance or events to differ materially from those
expressed or implied in such statements. Certain statements, such as those that
include the words 'potential', 'estimated', and similar expressions or variations 
on such expressions may be considered 'forward-looking statements'.

12. Corporate governance

HSBC is committed to high standards of corporate governance. HSBC Holdings plc
has complied with the applicable code provisions of the Combined Code on
Corporate Governance issued by the Financial Reporting Council ('the Combined
Code') throughout the six months to 30 June 2006, save that the Group Chairman
did not on appointment meet the Combined Code's independence criteria. On 26 May
2006 S K Green, who had previously served as Group Chief Executive, became Group
Chairman. In accordance with the provisions of the Combined Code in the
circumstance where a Chief Executive becomes a Chairman, the Board consulted
major shareholders in advance of the appointment. Sir Brian Moffat, the senior
independent non-executive Director and the Chairman of the Nomination Committee,
wrote to all shareholders to explain the Board's decision and the reasons for 
the appointment. These were also described on pages 200 and 201 of the Annual 
Report and Accounts 2005.

HSBC Holdings plc has complied with all applicable code provisions of the Code
on Corporate Governance Practices in Appendix 14 to the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited throughout the
six months to 30 June 2006.

The Board of HSBC Holdings plc has adopted a code of conduct for transactions in
HSBC Group securities by Directors that complies with The Model Code in the
Listing Rules of the Financial Services Authority and with The Model Code for
Securities Transactions by Directors of Listed Issuers ('Hong Kong Model Code')
set out in the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited, save that The Stock Exchange of Hong Kong Limited has
granted certain waivers from strict compliance with the Hong Kong Model Code,
primarily to take into account accepted practices in the UK, particularly in
respect of employee share plans. Following a specific enquiry, each Director has
confirmed he or she has complied with the code of conduct for transactions in
HSBC Group securities throughout the period.

The members of the Board of Directors of HSBC Holdings plc are:
S K Green, Baroness Dunn*, Sir Brian Moffat+, M F Geoghegan, Lord Butler+, R K F
Ch'ien+, J D Coombe+, R A Fairhead+, D J Flint, W K L Fung+, S Hintze+, J W J
Hughes-Hallett+, Sir Mark Moody-Stuart+, S W Newton+, S M Robertson+, H Sohmen*,
and Sir Brian Williamson+.
* Non-executive Director
+ Independent non-executive Director

The Group Audit Committee has reviewed the interim results for the six months to
30 June 2006.

13. Interim Report

The Interim Report 2006 will be mailed to shareholders on or about 11 August
2006. Further copies may be obtained from Group Corporate Affairs, HSBC Holdings
plc, 8 Canada Square, London E14 5HQ, United Kingdom; or from Group Public
Affairs, The Hongkong and Shanghai Banking Corporation Limited, 1 Queen's Road
Central, Hong Kong; or from Employee Communications, HSBC - North America, 2700
Sanders Road, Prospect Heights, Illinois 60070, USA; or from the HSBC website:
www.hsbc.com.

A Chinese translation of the Interim Report 2006 may be obtained on request from
Computershare Hong Kong Investor Services Limited, Hopewell Centre, 46th Floor,
183 Queen's Road East, Hong Kong.

The Interim Report 2006, and this results announcement, will be available on the
Stock Exchange of Hong Kong's website: www.hkex.com.hk.

Custodians or nominees who wish to distribute copies of the Interim Report 2006
to their clients may request copies for collection by writing to Group Corporate
Affairs at the address given above.

14. Final results for 2006

The results for the year to 31 December 2006 will be announced on Monday 5 March
2007.

15. Proposed interim dividends for 2006

The Board has adopted a policy of paying quarterly dividends on the ordinary
shares. Under this policy it is intended to have a pattern of three equal
interim dividends with a variable fourth interim dividend. The proposed
timetables for the dividends payable on the ordinary shares in respect of 2006
are:

Third interim dividend for 2006

Announcement                                                     6 November 2006

American Depositary Shares quoted ex-dividend in New York       21 November 2006

Shares quoted ex-dividend in London, Hong Kong and Bermuda      22 November 2006

Record date and closure of Hong Kong
  Overseas Branch Register of shareholders for one day          24 November 2006

Shares quoted ex-dividend in Paris                              27 November 2006

Payment date                                                     18 January 2007

Fourth interim dividend for 2006

Announcement                                                        5 March 2007

Shares quoted ex-dividend in London, Hong Kong and Bermuda;
  American Depositary Shares quoted ex-dividend in New York        21 March 2007

Record date and closure of Hong Kong
  Overseas Branch Register of shareholders for one day             23 March 2007

Shares quoted ex-dividend in Paris                                 26 March 2007

Payment date                                                         10 May 2007


16. News release

Copies of this news release may be obtained from Group Corporate Affairs, HSBC
Holdings plc, 8 Canada Square, London E14 5HQ, United Kingdom; The Hongkong and
Shanghai Banking Corporation Limited, 1 Queen's Road Central, Hong Kong; HSBC
Bank USA, N.A., 452 Fifth Avenue, New York, NY 10018, USA; HSBC France,
Direction de la Communication, 103 avenue des Champs Elysees, 75419 Paris Cedex
08, France. The news release will also be available on the HSBC website:
www.hsbc.com.


17. For further information contact:

London                                         Hong Kong
Richard Beck                                   David Hall
Director of Communications & Public Policy     Head of Group Public Affairs (Asia)
Telephone: [phone]                    Telephone: [phone]

Patrick McGuinness                             Gareth Hewett
Senior Manager Investor Relations              Senior Manager External Relations
Telephone: [phone]                    Telephone: [phone]


Chicago                                        Paris
Lisa Sodeika                                   Chantal Nedjib
Executive Vice President,                      Managing Director, Corporate Communications
Corporate Affairs                              Telephone: [phone]
Telephone: [phone]

Linda Recupero                                 Gilberte Lombard
Executive Vice President,                      Investor Relations Director
Group Public Affairs                           Telephone: [phone]
Telephone: [phone]







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