CHL [CHINA MOBILE] 6-K: Number 1.1 August 9, 20 Announcement with respect

Ticker: CHL, Company: CHINA MOBILE LTD /ADR/, Type: 6-K, Date: 2019-08-12
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Webplus: CHL/20190812/6-K/1/000.htm SEC Original: chl-6k_20190812.htm
Number 1.1 August 9, 20 Announcement with respect to Connect Transactions – Assets Transfer Agreements, dated 2.1 Increase of Annual Cap for Continuing Connected Transactions – Network Assets Leasing Agreement and Continuing Connected Transactions in relation to Telecommunications Services, dated August 9, 2019 • our business objectives and strategies, including those relating to the development of our terminal procurement and



6-K 1 chl-6k_20190812.htm 6-K 20190812



EXHIBITS

Exhibit

Number

1.1

Announcement with respect to Connect Transactions - Assets Transfer Agreements, dated August 9, 2019

2.1

Increase of Annual Cap for Continuing Connected Transactions – Network Assets Leasing Agreement and Continuing Connected Transactions in relation to Telecommunications Services, dated August 9, 2019

FORWARD-LOOKING STATEMENTS

This announcement contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are, by their nature, subject to significant risks and uncertainties. These forward-looking statements include, without limitation, statements relating to:

our business objectives and strategies, including those relating to the development of our terminal procurement and distribution business;

our operations and prospects;

our network expansion and capital expenditure plans;

the expected impact of any acquisitions or other strategic transactions;

our provision of services, including fourth generation, or 4G, services, wireline broadband services and services based on technological evolution, and the ability to attract customers to these services;

the planned development of future generations of mobile technologies, including 5G technologies, and other technologies and related applications;

the anticipated evolution of the industry chain of 5G and future generations of mobile technologies, including future development in, and availability of, terminals that support our provision of services based on 5G and future generations of mobile technologies, and testing and commercialization of future generations of mobile technologies;

the expected benefit from our investment in and any arrangements with China Tower Corporation Limited;

the expected impact of the implementation in Mainland China of the policy of “speed upgrade and tariff reduction” and the cancellation of roaming tariffs on our business, financial condition and results of operations;

the expected impact of tariff changes on our business, financial condition and results of operations;

the potential impact of restrictions, sanctions or other legal or regulatory actions under relevant laws and regulations in various jurisdictions on our telecommunications equipment suppliers and other business partners;

the potential impact of the outcome of the State Administration for Market Regulation’s investigation on us;

the expected impact of new service offerings on our business, financial condition and results of operations; and

future developments in the telecommunications industry in Mainland China, including changes in the regulatory and competitive landscape.

2


The words “aim”, “anticipate”, “believe”, “could”, “endeavor”, “estimate”, “expect”, “intend”, “may”, “plan”, “seek”, “should”, “strive”, “target”, “will” and similar expressions, as they relate tous, are intended to identify certain of these forward-looking statements.We do not intend to update these forward-looking statements and are under no obligation to do so.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including the risk factors set forth in the “Risk Factor” section of our latest Annual Report on Form 20-F, as filed with the U.S. Securities and Exchange Commission.


3


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CHINA MOBILE LIMITED

Date:

August 12, 2019

By:

/s/ Li Yue

Name:

Li Yue

Title:

Executive Director and Chief Executive Officer

4


Exhibit 1.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

CONNECTED TRANSACTIONS

ASSETS TRANSFER AGREEMENTS

THE ASSETS TRANSFER AGREEMENTS

The Board announces that on 9 August 2019, the Purchasers (being the subsidiaries of the Company in the Relevant Provinces) entered into the Assets Transfer Agreements with the Vendors (being the subsidiaries of CMCC in the Relevant Provinces), pursuant to which, the Purchasers agreed to acquire from the Vendors the Sale Assets, which comprise, among other things, the properties and buildings, land use rights, machinery and equipment, transmission pipelines and optic fibers in relation to the “Village Connect” project, at an aggregate consideration of RMB873,013,500 (equivalent to approximately HK$977,366,972).

Completion has taken place on 9 August 2019.

LISTING RULES IMPLICATIONS

CMCC is the ultimate controlling shareholder of the Company and hence a connected person of the Company. As each of the Vendors is a subsidiary of CMCC, each of the Vendors is also a connected person of the Company. Accordingly, the transactions contemplated under the Assets Transfer Agreements constitute connected transactions for the Company under Rule 14A.25 of the Listing Rules.

As the highest applicable percentage ratio in respect of the transactions contemplated under Assets Transfer Agreements on an aggregate basis is above 0.1% but below 5%, the transactions contemplated thereunder are classified as connected transactions under Rule 14A.76(2) of the Listing Rules which are only subject to the reporting and announcement requirements set out in the Listing Rules but are exempt from the independent shareholders’ approval requirement under the Listing Rules. Details of the Assets Transfer Agreements will be included in the annual report and accounts of the Company in accordance with Rules 14A.49, 14A.71 and 14A.72 of the Listing Rules.


THEASSETSTRANSFERAGREEMENTS

The Board announces that on 9 August 2019, the subsidiaries of the Company in theRelevantProvinces(thePurchasers)enteredintotheAssetsTransferAgreementswiththe subsidiariesofCMCCintheRelevantProvinces(theVendors”).

Subjectmatter

Pursuant to the Assets Transfer Agreements, the Purchasers agreed to acquire from theVendorstheSaleAssets,whichcomprise,amongotherthings,thepropertiesandbuildings,landuserights,machineryandequipment,transmissionpipelinesandopticfibersinrelation tothe“VillageConnectproject.

Consideration

The aggregate consideration for the acquisition of the Sale Assets under the Assets TransferAgreementsisRMB873,013,500(equivalenttoapproximatelyHK$977,366,972).Theconsiderationwasdeterminedafterarm’slengthnegotiationsbetweenthepartiestotheAssetsTransferAgreementswithreferencetotheappraisedvalueoftheSaleAssets(beingRMB873,013,500(equivalenttoapproximatelyHK$977,366,972))assetoutinanassetsvaluationreportpreparedbyanindependentvaluerusingcostsapproach.

The consideration shall be paid by the relevant Purchasers, using internal resources, to the relevant Vendors in cash within 30 days after Completion and compliance with the relatedregistrationprocedures.

Completion

Completionhastakenplaceon9August2019.

REASONS FOR AND BENEFITS OF ENTERING INTO THE ASSETS TRANSFERAGREEMENTS

Reference is made to the announcement dated 9 August 2018 of the Company where theCompanyannounced,amongothers,thattheCompanyandCMCCagreedtorenewtheNetworkAssetsLeasingAgreementaccordingtoitstermsforatermofoneyearcommencing on 1January2019,andtheannualcapforthetransactionsundertheNetworkAssetsLeasing Agreementfortheyearending31December2019.

ReferenceisalsomadetotheannouncementoftheCompanydated9August2019inrelation to,amongotherthings,theincreaseofannualcapfortheNetworkAssetsLeasingAgreement fortheyearending31December2019.

The Sale Assets, which comprise, among other things, the properties and buildings, land userights,machineryandequipment,transmissionpipelinesandopticfibersinrelationtothe“Village Connect” project, are part of the telecommunications network operation assets leased bytheGroupfromCMCCanditssubsidiariesundertheNetworkAssetsLeasingAgreement.


AfterCompletion,theSaleAssetsceasedtobepartofthetelecommunicationsnetworkoperationassetsleasedbytheGroupfromCMCCanditssubsidiariesundertheNetworkAssetsLeasingAgreementandhence,leasingfeesfortheSaleAssetsceasedtobepayableby theGrouptoCMCCanditssubsidiariesfromCompletionundertheNetworkAssetsLeasing Agreement.

The unaudited book value of the Sale Assets as of 31 May 2019 was approximatelyRMB337,955,100.TheoriginalcostsoftheSaleAssetswereapproximatelyRMB5,313,858,600.AstheSaleAssetsrepresentedaverysmallportionoftheassetsowned byCMCC,thecostsandexpensesrelatedtotheSaleAssetsarenotseparatelyaccountedfor andCMCChasnotpreparedanyprofitandlossstatementsolelyinrespectoftheSaleAssets. Assuch,theamountsoftheprofitbeforeandaftertaxationattributabletotheSaleAssetsfor theyearsended31December2017and2018arenotknowntotheGroup.

The acquisition of the Sale Assets will enable the Company to manage the Sale Assets and to consolidate the Sale Assets with its other network operation assets more effectively, therebyenhancingtheoverallefficiencyoftheGroup’snetworkoperationassets.AstheGroupshallceasetopaytoCMCCanditssubsidiariestheleasingfeesfortheSaleAssetsafterCompletion,theacquisitionoftheSaleAssetswillalsoreducethecostsoftheGroupandatthesametime,reducethevolumeofconnectedtransactionsbetweentheGroupandCMCCanditssubsidiaries.

LISTINGRULESIMPLICATIONS

CMCCistheultimatecontrollingshareholderoftheCompanyandhenceaconnectedperson oftheCompany.AseachoftheVendorsisasubsidiaryofCMCC,eachoftheVendorsisalso aconnectedpersonoftheCompany.Accordingly,thetransactionscontemplatedunderthe AssetsTransferAgreementsconstituteconnectedtransactionsfortheCompanyunderRule14A.25oftheListingRules.

As the highest applicable percentage ratio in respect of the transactions contemplatedunderAssetsTransferAgreementsonanaggregatebasisisabove0.1%butbelow5%,thetransactionscontemplatedthereunderareclassifiedasconnectedtransactionsunderRule14A.76(2)oftheListingRuleswhichareonlysubjecttothereportingandannouncementrequirementssetoutintheListingRulesbutareexemptfromtheindependentshareholders’approvalrequirementundertheListingRules.DetailsoftheAssetsTransferAgreementswillbeincludedintheannualreportandaccountsoftheCompanyinaccordancewithRules 14A.49,14A.71and14A.72oftheListingRules.

The Group had no other prior transactions with CMCC and its associates which requiredaggregationwiththeAssetsTransferAgreementsunderRule14A.81oftheListingRules.

As all the executive Directors also hold executive positions at CMCC, all the executive Directors have voluntarily abstained from voting on the board resolution approving thetransactionsundertheAssetsTransferAgreements.


TheBoard(includingtheindependentnon-executiveDirectorsbutexcludingtheexecutiveDirectorswhohavevoluntarilyabstainedfromvoting)isoftheviewthattheAssetsTransferAgreementswereenteredintoafterarm’slengthnegotiationbetweenthepartiesthereof,reflectnormalcommercialtermsandisintheinterestsoftheshareholdersoftheCompanyandtheCompanyas awhole,andthetermsforthetransactionsthereunderarefairandreasonable.

GENERALINFORMATION

CMCC is a state-owned company established under the laws of the PRC and the ultimatecontrollingshareholderoftheCompanyholdingindirectlyapproximately72.72%ofthetotalissuedandoutstandingsharecapitaloftheCompany.ThroughtheGroup,CMCCisthe leadingprovideroftelecommunicationsservicesinthePRC.TheVendorsarethesubsidiaries ofCMCCengagingintheprovisionoftelecommunicationservicesintheRelevantProvinces.

The Group is the leading telecommunications services provider in China, which operatesnationwidetelecommunicationsnetworksinallthirty-oneprovinces,autonomousregionsand directlyadministeredmunicipalitiesinMainlandChinaandinHongKong.TheCompanyisan investmentholdingcompany.ThePurchasersaretheoperatingsubsidiariesoftheCompanyin theRelevantProvinces.

This announcement contains translations between Renminbi and Hong Kong dollars atRMB0.89323 =HK$1.00.ThetranslationsarenotrepresentationsthattheRenminbiandHong Kongdollaramountscouldactuallybeconvertedatsuchrate,ifatall.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shallhavethefollowingmeanings:

“AssetsTransfer

Agreements”

theassetstransferagreementsdated9August2019andentered intobetweenthePurchasersandtheVendors

“Board”

theboardofDirectorsoftheCompany

“CMCC”

China Mobile Communications Group Co., Ltd., a state-owned company established under the laws of the PRC, the ultimate controlling shareholder of the Company

“Company”

China Mobile Limited, a company incorporated in Hong Kong whose shares are listed on the Stock Exchange and American Depositary Shares are listed on the New York Stock Exchange

“Completion”

completion of the acquisition of the Sale Assets under the Assets Transfer Agreements

“Directors”

the directors of the Company

“Group”

the Company and its subsidiaries

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong


“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

“Listing Rules”

Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“Network Assets Leasing Agreement”

the telecommunications network operation assets leasing agreement dated 18 August 2011 and entered into between the Company and CMCC, as renewed from time to time

“PRC”or“China”

thePeople’sRepublicofChina

“RelevantProvinces”

the provinces, autonomous regions and directly administered municipality of Beijing, Fujian, Henan, Hainan, Hebei, Liaoning, Shandong, Anhui, Jiangxi, Chongqing, Sichuan, Hubei, Hunan, Shaanxi, Shanxi, Jilin, Heilongjiang, Guizhou, Yunnan, Gansu, Qinghai, Guangxi, Neimenggu, Ningxia, Xinjiang and Xizang in the PRC

“RMB”

Renminbi, the lawful currency of the PRC

“SaleAssets”

the telecommunication network operation assets related to the “Village Connect” project acquired by the Purchasers from the Vendors under the Assets Transfer Agreements

“StockExchange”

TheStockExchangeofHongKongLimited

“%”

percent.

By Order of the Board

China Mobile Limited

Yang Jie

Chairman

HongKong,9August2019

Asatthedateofthisannouncement,theBoardofDirectorsoftheCompanycomprisesMr.YangJie,Mr.LiYueandMr.DongXinasexecutivedirectorsandDr.MosesChengMo Chi,Mr.PaulChowManYiu,Mr.StephenYiuKinWahandDr.YangQiangasindependent non-executivedirectors.



Exhibit2.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

INCREASEOFANNUALCAPFORCONTINUINGCONNECTED TRANSACTIONSNETWORKASSETSLEASINGAGREEMENT

AND

CONTINUINGCONNECTEDTRANSACTIONSINRELATIONTO TELECOMMUNICATIONSSERVICES

INCREASE OF ANNUAL CAP FOR THE NETWORK ASSETS LEASING AGREEMENT FOR THE YEAR ENDING 31 DECEMBER 2019

The annual cap for the leasing fees payable by the Company to CMCC and its subsidiaries under the Network Assets Leasing Agreement for the year ending 31 December 2019 is RMB3,500 million (equivalent to approximately HK$3,918 million). The MIIT granted the basic telecommunications service operating permit for 5G to CMCC in June this year. In order to lay a solid foundation for the Company’s 5G development, the scale of Network Assets leased, especially convergence rooms and transmission pipelines for 5G business applications, will increase. Despite the acquisition of the telecommunication network operation assets related to the “Village Connect” project by the subsidiaries of the Company from the subsidiaries of CMCC pursuant to the Assets Transfer Agreements will eliminate the leasing fees for the remaining part of 2019 in respect of such assets, the annual cap for the year ending 31 December 2019 in respect of the Network Assets Leasing Agreement will still not be sufficient and therefore the Board decided that the annual cap for the year ending 31 December 2019 shall increase to RMB5,000 million (equivalent to approximately HK$5,598 million).



CONTINUING CONNECTED TRANSACTIONS IN RELATION TO TELECOMMUNICATIONS SERVICES

The Board announces that on 9 August 2019, the Company and CMCC entered into the Telecommunications Services Agreement which shall expire on 31 December 2019, to govern the provision of telecommunications services by the Group to CMCC and its subsidiaries.

The annual cap for the transactions contemplated under the Telecommunications Services

Agreement for the year ending 31 December 2019 is set out as follow:

For the

Year Ending

31 December 2019

Telecommunications Services Agreement – telecommunications services charges receivable by the Group from CMCC and its subsidiaries

RMB2,000 million

  (approximately HK$2,239 million)

LISTING RULES IMPLICATIONS

CMCC is the ultimate controlling shareholder of the Company and hence a connected person of the Company. Accordingly, the transactions contemplated under the Network Assets Leasing Agreement and the Telecommunications Services Agreement constitute continuing connected transactions for the Company under Rule 14A.25 of the Listing Rules.

Since each of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the each of the annual cap (as adjusted) for the amounts payable by the Company under the Network Assets Leasing Agreement for the year ending 31 December 2019 and the annual cap for the amounts receivable by the Group under the Telecommunications Services Agreement for the year ending 31 December 2019 is above 0.1% but below 5%, the transactions contemplated thereunder are classified as continuing connected transactions under Rule 14A.76(2) of the Listing Rules which are only subject to the reporting, annual review and announcement requirements set out in the Listing Rules but are exempt from the independent shareholders’ approval requirement under the Listing Rules. Details of the Network Assets Leasing Agreement and the Telecommunications Services Agreement will be included in the annual report and accounts of the Company in accordance with Rules 14A.49, 14A.71 and 14A.72 of the Listing Rules.


Referenceismadetotheannouncementdated 9August2018oftheCompanywheretheCompanyannounced,amongothers,thattheCompanyandCMCCagreedtorenewtheNetworkAssetsLeasingAgreementaccordingtoitstermsforatermofoneyearcommencing on 1January2019,andtheannualcapforthetransactionsundertheNetworkAssetsLeasingAgreementfortheyearending31December2019.

Referenceisalsomadetotheannouncementdated9August2019oftheCompanywheretheCompanyannouncedthatthesubsidiariesoftheCompanyin26provinces,autonomousregionsanddirectly-administeredmunicipalityenteredintotheAssetsTransferAgreementswiththesubsidiariesofCMCCinsuchprovinces,autonomousregionsanddirectly-administered municipality for the acquisition of the telecommunication network operationassetsrelatedtothe“VillageConnectproject.

INCREASE OF ANNUAL CAP FOR THE NETWORK ASSETS LEASINGAGREEMENTFORTHEYEARENDING31DECEMBER2019

PursuanttotheNetworkAssetsLeasingAgreement,theCompanyanditssubsidiariesontheonehandandCMCCanditssubsidiariesontheotherwillleasetheirrespectivetelecommunicationsnetworkoperationassets(theNetworkAssets)toeachotherinreturn foraleasingfee(theAssetsLeasingFees”).

The annual cap for the Assets Leasing Fees payable by the Company to CMCC and itssubsidiariesundertheNetworkAssetsLeasingAgreementfortheyearending31December2019 is RMB3,500 million (equivalent to approximately HK$3,918 million). The MIITgrantedthebasictelecommunicationsserviceoperatingpermitfor5GtoCMCCinJunethisyear.InordertolayasolidfoundationfortheCompany’s5Gdevelopment,thescaleofNetworkAssetsleased,especiallyconvergenceroomsandtransmissionpipelinesfor5Gbusinessapplications,willincrease.Despitetheacquisitionofthetelecommunicationnetwork operationassetsrelatedtothe“VillageConnectprojectbythesubsidiariesoftheCompany fromthesubsidiariesofCMCCpursuanttotheAssetsTransferAgreementswilleliminatetheleasingfeesfortheremainingpartof2019inrespectofsuchassets,theannualcapfortheyearending31December2019inrespectoftheNetworkAssetsLeasingAgreementwillstill notbesufficientandthereforetheBoarddecidedthattheannualcapfortheyearending31 December2019shallincreasetoRMB5,000million(equivalenttoapproximatelyHK$5,598 million).

The amounts of Assets Leasing Fees payable by the Company to CMCC and its subsidiaries undertheNetworkAssetsLeasingAgreementfortheyearended31December2018andforthesixmonthsended30June2019wereRMB2,308million(equivalenttoapproximatelyHK$2,584million)andRMB857million(equivalenttoapproximatelyHK$959million),respectively.

Asatthedateofthisannouncement,thetotalAssetsLeasingFeespaidbytheGroupundertheNetworkAssetsLeasingAgreementhasnotexceededtheannualcapstatedinthe announcement oftheCompanydated9August2018.

SavefortheincreaseintheannualcapfortheNetworkAssetsLeasingAgreementfortheyearending31December2019,thetermsandconditionsoftheNetworkAssetsLeasingAgreementremainunchanged.


CONTINUING CONNECTED TRANSACTIONS IN RELATION TOTELECOMMUNICATIONSSERVICES

TheTelecommunicationsServicesAgreement

The Board announces that on 9 August 2019, the Company and CMCC entered into theTelecommunicationsServicesAgreementtogoverntheprovisionoftelecommunicationsservicesbytheGrouptoCMCCanditssubsidiaries.TheTelecommunicationsServicesAgreementhasatermexpiringon31December2019.

Telecommunications services provided by the Group under the Telecommunications Services Agreement include (i) telecommunications project planning, design and consultation services; (ii) telecommunications project construction services; and (iii) maintenance services in respect oftelecommunicationsfacilitiesandequipment.

TheprovisionoftelecommunicationsservicesbytheGrouptoCMCCanditssubsidiaries in respect of individual projects will be subject to public tender process. The selection ofcontractorinthepublictenderprocesswillbebasedon anumberoffactorsincludingprice,technicalskillsandoverallcapabilityandthetelecommunicationsserviceschargeswillbedeterminedinsuchpublictenderprocess.Thepricingforthetelecommunicationsserviceswillbeprimarilybasedonmarketratesasdeterminedthroughthepublictenderprocessandthe relevantstandardslaiddowninapplicableregulationsincluding“BudgetsforBuildingsandBuildingsComplexCablingSystem,BudgetsforInstallationofMobileTelecommunicationsEquipment(asamended)(XinBuGui[2000]No.904)”《建築與建築群綜合佈線系統預算定額、安裝移動通信設備預算定額(修訂)(信部[2000]904),“NoticeonFurtherRelaxationonProfessionalServicesChargesforConstructionProjects(FaGaiJiaGe[2015]No.299)”一步業服(發改價[2015]299)and“NoticeonthePublicationofBudgets,FeeRatesandBudgetPlanningProceduresforInformationandTelecommunicationsConstructionProjects(GongXinBuTongXin[2016]No.451)工程預額、額及工程概預(工信部通信[2016]451)willbecompliedwith.Forindividualprojectswherethepublictenderprocess isnotapplicable,theselectioncriteriaandpricedeterminationmechanismwillbesimilarto thatappliedinapublictenderprocess.

Services charges for telecommunications project planning, design and consultation serviceswillbepayablebyinstalmentsoruponcompletionofprovisionsofservices.Serviceschargesfortelecommunicationsprojectconstructionserviceswillbepayablebyinstalments,typicallywith10%payableuponsigningofrelevantengagement,70%overthecourseofthe construction and the remaining amount payable upon completion and acceptance of theproject.Serviceschargesformaintenanceservicesinrespectoftelecommunicationsfacilities andequipmentwillbepayablemonthly.


Inlightofthe5GdevelopmentinthePRCtelecommunicationsindustry,thereareanumber oftelecommunicationsprojectsofCMCCwhichwillbeavailableforpublictenderandgiven theGroup’stechnicalskillsandoverallcapability,itisexpectedthatthetelecommunicationsserviceschargesreceivablebytheGroupfromCMCCanditssubsidiariesundertheTelecommunicationsServicesAgreementfortheyearending31December2019shallnot exceedRMB2,000million(equivalenttoapproximatelyHK$2,239million).Accordingly,suchamounthasbeensetastheannualcapforthetelecommunicationsservicescharges receivablebytheGroupfromCMCCanditssubsidiariesundertheTelecommunicationsServicesAgreementfortheyearending31December2019.

LISTINGRULESIMPLICATIONS

CMCCistheultimatecontrollingshareholderoftheCompanyandhenceaconnectedpersonoftheCompany.Accordingly,thetransactionscontemplatedundertheNetworkAssetsLeasingAgreementandtheTelecommunicationsServicesAgreementconstitutecontinuingconnectedtransactionsfortheCompanyunderRule14A.25oftheListingRules.

Since each of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules inrespectoftheeachoftheannualcap(asadjusted)fortheamountspayablebytheCompanyundertheNetworkAssetsLeasingAgreementfortheyearending31December2019andtheannualcapfortheamountsreceivablebytheGroupundertheTelecommunicationsServicesAgreementfortheyearending31December2019isabove0.1%butbelow5%,the transactionscontemplatedthereunderareclassifiedascontinuingconnectedtransactionsunder Rule14A.76(2)oftheListingRuleswhichareonlysubjecttothereporting,annualreviewand announcementrequirementssetoutintheListingRulesbutareexemptfromtheindependentshareholdersapprovalrequirementundertheListingRules.DetailsoftheNetworkAssetsLeasingAgreementandtheTelecommunicationsServicesAgreementwillbeincludedintheannualreportandaccountsoftheCompanyinaccordancewithRules14A.49,14A.71and14A.72oftheListingRules.

The Group had no other prior transactions with CMCC and its associates which requiredaggregationwiththeNetworkAssetsLeasingAgreementandtheTelecommunicationsServicesAgreementunderRule14A.81oftheListingRules.

As all the executive Directors also hold executive positions at CMCC, all the executiveDirectorshavethereforevoluntarilyabstainedfromvotingontheboardresolutionapprovingthetransactionsundertheNetworkAssetsLeasingAgreementandtheTelecommunicationsServicesAgreement.

The Board (including the independent non-executive Directors but excluding the executiveDirectorswhohavevoluntarilyabstainedfromvoting)isoftheviewthattheNetworkAssets LeasingAgreementandtheTelecommunicationsServicesAgreementwereenteredintoafterarm’slengthnegotiationbetweentheCompanyandCMCCandintheordinaryandusualcourseofbusinessoftheGroup,reflectnormalcommercialtermsandisintheinterestsoftheshareholdersoftheCompanyandtheCompanyas awhole,andthetermsaswellasthe proposedannualcapsforthetransactionsthereunder(includingtheincreasedannualcapfor theNetworkAssetsLeasingAgreement)arefairandreasonable.


GENERALINFORMATION

CMCC is a state-owned company established under the laws of the PRC and the ultimatecontrollingshareholderoftheCompanyholdingindirectlyapproximately72.72%ofthetotalissuedandoutstandingsharecapitaloftheCompany.ThroughtheGroup,CMCCisthe leadingprovideroftelecommunicationsservicesinthePRC.

The Group is the leading telecommunications services provider in China, which operatesnationwidetelecommunicationsnetworksinallthirty-oneprovinces,autonomousregionsand directlyadministeredmunicipalitiesinMainlandChinaandinHongKong.TheCompanyis aninvestmentholdingcompany.

This announcement contains translations between Renminbi and Hong Kong dollars atRMB0.89323 =HK$1.00.ThetranslationsarenotrepresentationsthattheRenminbiandHong Kongdollaramountscouldactuallybeconvertedatsuchrate,ifatall.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shallhavethefollowingmeanings:

“5G”

FifthGenerationdigitalcellularmobileservice

“AssetsTransferAgreements”

the assets transfer agreements dated 9 August 2019 and entered into between the subsidiaries of the Company in 26 provinces, autonomous regions and directly administered municipality in the PRC and the subsidiaries of CMCC in such provinces, autonomous regions and directly administered municipality for the acquisition of telecommunication network operation assets related to the “Village Connect” project

“Board”

theboardofDirectorsoftheCompany

“CMCC”

China Mobile Communications Group Co., Ltd., a state-owned company established under the laws of the PRC, the ultimate controlling shareholder of the Company

“Company”

China Mobile Limited, a company incorporated in Hong Kong whose shares are listed on the Stock Exchange and American Depositary Shares are listed on the New York Stock Exchange

“Directors”

the directors of the Company

“Group”

the Company and its subsidiaries

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China


“Listing Rules”

Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“MIIT”

the Ministry of Industry and Information Technology of the PRC

“Network Assets Leasing Agreement”

the telecommunications network operation assets leasing agreement dated 18 August 2011 and entered into between the Company and CMCC, as renewed from time to time

“PRC”or“China”

thePeople’sRepublicofChina

“RMB”

Renminbi, the lawful currency of the PRC

“StockExchange”

TheStockExchangeofHongKongLimited

“TelecommunicationsServices Agreement”

the telecommunications services agreement dated 9 August 2019 and entered into between the Company and CMCC

“%”

percent.

By Order of the Board

China Mobile Limited

Yang Jie

Chairman

Hong Kong, 9 August 2019

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Yang Jie, Mr. Li Yue and Mr. Dong Xin as executive directors and Dr. Moses Cheng Mo Chi, Mr. Paul Chow Man Yiu, Mr. Stephen Yiu Kin Wah and Dr. Yang Qiang as independent non-executive directors.

Company Info:

Ticker: CHL, Company: CHINA MOBILE LTD /ADR/, Type: 6-K, Date: 2019-08-12CIK: 0001117795, Location: F4, SIC: 4813, SIC Desc: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE)
Business Phone & Address:
60TH FLOOR THE CENTER 99 QUEENS ROAD CEN
HONG KONG

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