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HSBC HOLDINGS PLC

Independent Auditor’s Report to the Members of HSBC Holdings plc (continued)

292

Opinion

In our opinion:

• the Group financial statements give a true and fair view, in accordance with IFRSs as adopted by the EU, of the

state of the Group’s affairs as at 31 December 2006 and of its profit for the year then ended;

• the parent company financial statements give a true and fair view, in accordance with IFRSs as adopted by the

EU as applied in accordance with the provisions of the Companies Act 1985, of the state of the parent

company’s affairs as at 31 December 2006;

• the financial statements and the part of the Directors’ Remuneration Report to be audited have been properly

prepared in accordance with the Companies Act 1985 and, as regards the group financial statements, Article 4 of

the IAS Regulation; and

• the information given in the Directors' Report is consistent with the financial statements.

KPMG Audit Plc 5 March 2007

Chartered Accountants

Registered Auditor