10:42 AA-CLIFE@EC0511<04848> & AA-HSBC @EC0512<04849> - Ann. (1) This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Warrants described below. The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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. 200,000,000 European Style (Cash Settled) Call Warrants 2005 relating to existing issued ordinary shares of US$0.50 each of HSBC Holdings plc ("Series 1") and 200,000,000 European Style (Cash Settled) Call Warrants 2005 relating to existing issued ordinary H shares of RMB1.00 each of China Life Insurance Company Limited ("Series 2") (together the "Warrants") issued by ABN AMRO BANK N.V. (incorporated in The Netherlands with its statutory seat in Amsterdam) Sponsor ABN AMRO ASIA LIMITED Announcement ABN AMRO Bank N.V. (the "Issuer"), acting through its London branch, announces its intention to issue the Warrants detailed below. In respect of each series, the Warrants relate to the shares (the "Shares") of the par value (the "Par Value") of the relevant company (the "Company") specified below. The Warrants are European Style. Each series of Warrants is issued at the relevant issue price (the "Issue Price") and may only be exercised on the relevant expiry date (the "Expiry Date"), at the relevant exercise price (the "Exercise Price") and in the relevant board lot (the "Board Lot") or integral multiples thereof, all of which are specified below. Warrants Entitlement Number of Warrants per Entitlement Par Value Company Issue Price per Warrant Expiry Date Board Lot Exercise Price Series 1 One Share 10 US$0.50 HSBC Holdings plc HK$0.40 8 December 2005 4,000 HK$123.88 Series 2 One Share 1 RMB1.00 China Life Insurance Company Limited HK$0.365 8 November 2005 1,000 HK$5.18 Each series of the Warrants is represented by a global certificate in the name of HKSCC Nominees Limited in registered form. Each Board Lot gives the holder the right to receive from the Issuer upon exercise a payment of an amount (the "Cash Settlement Amount"), if any, in Hong Kong Dollars calculated as follows: Cash Settlement Amount per Board Lot in Hong Kong Dollars = Entitlement x (Average Price - Exercise Price) x Board Lot __________________________________________________________ Number of Warrants per Entitlement Where the Average Price is the arithmetic mean of the closing price of one Share (as derived from the Daily Quotation Sheet of the Stock Exchange), subject to any adjustments, for each of the five Valuation Dates (as defined in the Terms and Conditions of Cash Settled Warrants over Single Equities ("Conditions") set out in the base listing document to be dated on or about 27 April 2005 (the "Base Listing Document")). Each series of the Warrants will be automatically exercised on the relevant Expiry Date (without any notice being given to the holders of the Warrants) if the Cash Settlement Amount on the Expiry Date is greater than zero and the Issuer will pay to the holders of the Warrants an amount less exercise expenses calculated in accordance with the Conditions. If the Cash Settlement Amount is less than or equal to zero, all Warrants shall be deemed to expire on the Expiry Date without value. The Warrants have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and will not be offered, sold, delivered or traded, at any time, indirectly or directly, in the United States or to, or for the account or benefit of, any U.S. person. The Warrants may only be offered, sold, delivered or transferred at any time, directly or indirectly, to persons (including legal entities) established, resident or domiciled outside the Netherlands. The Issuer declares that any offer of the Warrants at any time complies with the relevant rules of any state where the Warrants are or will be offered. An application will be made to the Stock Exchange for the listing of, and permission to deal in, each series of the Warrants on the Stock Exchange. The date of commencement of dealings is expected to be 28 April 2005. All necessary arrangements will be made to enable the Warrants to be admitted to the Central Clearing and Settlement System.