TNAG-2754-FCO40-3971-Business-matters-in-Hong-Kong-acquisition-of-Midland-Bank-by-1993 — Page 66

XG3L/2043

SUPERVISORY COMFORT LETTER

The Commissioner of Banking

Queensway Government Offices 28/F, 66 Queensway

Hong Kong

Dear Sir

HSBC Holdings plc Group Head Office 10 Lower Thames Street London EC3R 6AE

The Hongkong and Shanghai Banking Corporation Ltd ("the Company")

With the objective of better enhancing the financial standing of the Company, we state and confirm the following:-

1

2

3

% of the

We are the legal and beneficial owners of paid up share capital of the Company. It is our present intention to maintain that percentage holding in the Company. We undertake to inform you forthwith of any

changes in that intention and to consult you in advance of any likely decrease in that percentage holding.

It is in our interest that the Company continues to conduct its business as an Authorised Institution under, and in conformity with, the provisions of the Banking Ordinance.

It is in our interest that the Company and its subsidiaries should meet their financial obligations. It is our policy to provide the Company with such support and assistance as may be required to ensure that it maintains capital and