Hong Kong Exchanges and Clearing : News Releases and Speeches

Pursuant to Chapter 38 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Securities and Futures Commission regulates Hong Kong Exchanges and Clearing Limited in relation to the listing of its shares on The Stock Exchange of Hong Kong Limited. The Securities and Futures Commission takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness, and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Bonds and the Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any other jurisdiction, and, subject to certain exceptions, may not be offered or sold within the United States.

(Incorporated in Hong Kong with limited liability) US$500,000,000 0.50 per cent Guaranteed Convertible Bonds due 2017 (Stock Code: 4575)

(Incorporated in Hong Kong with limited liability)

Reference is made to the announcement made by Hong Kong Exchanges and Clearing
Limited ("HKEx" or "Guarantor") and HKEx International Limited ("Issuer") jointly on
2 June 2015 in relation to an aggregate principal amount of US$418,822,000 (approximately
HK$3,247,168,848.20), representing approximately 83.76 per cent of the initial aggregate principal amount of the US$500,000,000 0.50 per cent convertible bonds due 2017 ("Bonds") constituted under the trust deed dated 23 October 2012 (as amended and restated effective
17 December 2012), which had been converted and cancelled in accordance with the terms and conditions of the Bonds ("Conditions").
Pursuant to Rule 37.48(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Issuer and the Guarantor jointly announce that, as at the date of this announcement, an aggregate principal amount of US$447,360,000 (approximately HK$3,468,426,816), representing approximately 89.47 per cent of the initial aggregate principal amount of the Bonds, had been converted at the prevailing adjusted conversion price of HK$157.62 per HKEx share ("Share") and cancelled in accordance with the Conditions upon the exercise of the conversion rights by the bondholders. As a result, a total number of 22,004,946 Shares, representing approximately 1.84 per cent of the total Shares in issue as at the date of this announcement (1,194,846,889 Shares), have been issued and credited as fully paid.

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As at the date of this announcement, the aggregate principal amount of the Bonds remaining outstanding is US$52,640,000 (approximately HK$408,123,184) ("Outstanding Bonds"), representing approximately 10.53 per cent of the initial aggregate principal amount of the Bonds. The maximum number of Shares to be issued by the Guarantor upon full conversion of the Outstanding Bonds at the prevailing adjusted conversion price of HK$157.62 per Share (subject to adjustments) is 2,589,285 Shares, representing approximately 0.22 per cent of the total Shares in issue as at the date of this announcement.
According to the joint announcement made by HKEx and the Issuer on 13 May 2015 in relation to the Issuer's exercise of its early redemption option under Condition 8.2 to redeem all the outstanding Bonds, in whole, on 22 June 2015, holders of the Bonds can, pursuant to the Conditions, still exercise their conversion rights by depositing a conversion notice with the conversion agent of the Bonds on or before 10 June 2015.
Pursuant to Rule 37.48(a) of the Listing Rules, the Issuer and the Guarantor will make further announcements for every subsequent 5 per cent interval of the initial aggregate principal amount of the Bonds which had been converted and cancelled in accordance with the Conditions.
The translation of US$ into HK$ throughout this announcement is based on the exchange rate of US$1.00 to HK$7.7531 and, unless otherwise stated, are provided for information purposes only.
By order of the Board HKEx International Limited Joseph Mau
Company Secretary
By order of the Board

Joseph Mau
Company Secretary
Hong Kong, 9 June 2015
As at the date of this announcement, the Issuer's board of directors comprises 3 directors, namely, Mr LI Xiaojia, Charles, Mr Paul Michael KENNEDY and Mr Romnesh LAMBA.
As at the date of this announcement, HKEx's board of directors comprises 12 Independent Non-executive Directors, namely Mr CHOW Chung Kong (Chairman), Mr CHAN Tze Ching, Ignatius, Mr Timothy George FRESHWATER, Ms FUNG Yuen Mei, Anita, Mr Rafael GIL-TIENDA, Mr John Barrie HARRISON, Dr HU Zuliu, Fred, Dr KWOK Chi Piu, Bill, Mr LEE Kwan Ho, Vincent Marshall, Mrs LEUNG KO May Yee, Margaret, Mr John Mackay McCulloch WILLIAMSON and Mr WONG Sai Hung, Oscar, and one Executive Director, Mr LI Xiaojia, Charles, who is also HKEx's Chief Executive.

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