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HongkongBank

The Hongkong and Shanghai Banking Corporation Limited

| Quem & Foad Cenusi, Hong Kine

W Paries

Chairman

The Financial Sear

Government Secretariut

Central Government Otfa

27. Xong

3 April 1991

Ceas Sir

This letter of undertaking is given pursuant to a resolution of the Board of HSBC on 26 March 1991 in connection with the approval by the Commissioner of Banking under section 70 of the Banking Ordinance for HSBC Holdings plc ("HSBC Holdings") a company incorporated in the United Kingdom, to exercise the voting power attached to the shares in HSBC which it has acquired. and under section 72 of the Ordinance, for it to exercise control over HSBC.

1.

2.

3.

4.

HSBC owns and controls various subsidiaries and sub-subsidiaries and confirms that as a matter of policy it is committed to ensure that they are at all times able to meet their liabilities as they fall due. iamediately consult the Commissioner should it propose to

It will

change that policy.

HSBC affirms its intention not to reduce or dispose or procure the reduction or disposal of its interest in its subsidiaries and sub-subsidiaries authorised under the Banking Ordinance. Should there be any change in that intention, it will first and forthwith inform and consult the Hong Kong authorities.

HS3C notes that it and its subsidiaries enjoy a substantial share of Hong Kong banking business.

HSBC recognises that it performs special functions in the monetary system of Hong Kong, not normally performed by commercial banks, in thac:-

(a)

(5)

it is a note issuing bank, pursuant to the Bank Notes Issue Ordinance and responsible for the majority of bank notes issued in Hong Kong:

by a Management Agreement entered into with the Hong Kong Association of Banks ("HKAB") it is the Management Bank of the Clearing House of HKAB: and

370 But 44, Hong Kong

Tricshone:S-32211!1 Teiex:73201 HKG HX Telegrams: Hongbank Hongkong

Fatsimmet$62-5.86501 LA

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