|
|
|
|
|
|
Resolutions passed at the AGM |
No. of Votes (%) |
|
For |
Against |
Abstain |
|
8 |
To extend the general mandate granted to the Board to allot, issue and deal with Hong Kong Shares by the number of Hong Kong Shares bought back in accordance with ordinary resolution number 8 as set out in the notice of the AGM. |
15,091,966,683 (95.6781%) |
681,610,671 (4.3212%) |
108,022 (0.0007%) |
|
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. |
|
9 |
To consider and approve the authorization to the Board to determine interim profit distribution of the Company for the year ending 31 December 2022. |
15,772,777,428 (99.9942%) |
833,188 (0.0053%) |
74,760 (0.0005%) |
|
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. |
|
10 |
To consider and approve the external guarantees plan for 2022. |
15,568,813,840 (98.7012%) |
202,086,076 (1.2812%) |
2,785,460 (0.0177%) |
|
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. |
|
11 |
To consider and approve director and senior management liability insurance. |
15,769,470,028 (99.9733%) |
2,168,688 (0.0137%) |
2,046,660 (0.0130%) |
|
As more than 50% of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution. |
As at the date of the AGM, the number of issued Shares of the Company was 21,362,826,764 shares, which was the total number of Shares entitling the holders to attend and vote for or against all the resolutions proposed at the AGM. No shareholders were required to abstain from voting on the resolutions proposed at the AGM.
All directors of the Company in office as at the AGM attended the AGM either in person or remotely through video or telephone conference facilities.
Hong Kong Registrars Limited, the Hong Kong share registrar of the Company, acted as scrutineer for the vote-taking at the AGM.
WITHHOLDING AND PAYMENT OF ENTERPRISE INCOME TAX FOR NON-RESIDENT ENTERPRISE IN RESPECT OF THE 2021 FINAL DIVIDEND
Reference is made to the announcement of the Company dated 13 April 2022 in relation to closure of register of members for Hong Kong Shares and the withholding and payment of enterprise income tax for non-resident enterprises in respect of the 2021 Final Dividend.
Pursuant to the “Enterprise Income Tax Law of the People’s Republic of China”, the “Detailed Rules for the Implementation of the Enterprise Income Tax Law of the People’s Republic of China” and the “Notice regarding Matters on Determination of Tax Residence Status of Chinese-controlled Offshore Incorporated Enterprises under Rules of Effective Management”, the Company is required to withhold and pay 10 per cent. enterprise income tax on the distribution of the 2021 Final Dividend to non-resident enterprise holders of Hong Kong Shares (including HKSCC Nominees Limited (“HKSCC”)). The withholding and payment obligation lies with the Company. Investors who invest in Hong Kong Shares through the Shanghai Stock Exchange or the Shenzhen Stock Exchange (the Shanghai-Hong Kong Stock Connect or the Shenzhen-Hong Kong Stock Connect investors), whether natural persons or enterprises, are investors who hold Hong Kong Shares through HKSCC, and in accordance with the above requirements, the Company will pay to HKSCC the amount of the 2021 Final Dividend after withholding for payment the 10 per cent. enterprise income tax.
RESIGNATION AND APPOINTMENT OF DIRECTORS
Dr. Moses Cheng Mo Chi and Mr. Paul Chow Man Yiu have resigned from their positions as Independent Non-Executive Directors of the Company with effect from 18 May 2022 upon the conclusion of the AGM. Subsequent to the conclusion of the AGM, Mr. Li Pizheng has been appointed as an Executive Director of the Company, and Mr. Carmelo Lee Ka Sze and Mrs. Margaret Leung Ko May Yee have been appointed as Independent Non-Executive Directors of the Company, in each case with effect from 18 May 2022. For further details, please refer to the separate announcement of the Company dated 18 May 2022.
|
|
By Order of the Board |
|
China Mobile Limited |
|
Wong Wai Lan Grace |
|
Company Secretary |
Hong Kong, 18 May 2022
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Yang Jie, Mr. Dong Xin, Mr. Li Pizheng and Mr. Li Ronghua as executive directors; and Mr. Stephen Yiu Kin Wah, Dr. Yang Qiang, Mr. Carmelo Lee Ka Sze and Mrs. Margaret Leung Ko May Yee as independent non-executive directors.
Exhibit 1.3
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.
(1) RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS;
(2) APPOINTMENT OF EXECUTIVE DIRECTOR AND
INDEPENDENT NON-EXECUTIVE DIRECTORS; AND
(3) ADJUSTMENT TO THE COMPOSITION OF AUDIT COMMITTEE,
NOMINATION COMMITTEE AND REMUNERATION COMMITTEE
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
Reference is made to the section headed “Report of Directors – Directors” in the 2021 annual report of China Mobile Limited (the “Company”) published on 13 April 2022, where it was mentioned that, pursuant to Article 109 of the Articles of Association of the Company, Dr. Moses Cheng Mo Chi would retire by rotation at the Company’s annual general meeting held on 18 May 2022 (the “AGM”) and would not offer himself for re-election as he would like to devote more time to other businesses; and Mr. Paul Chow Man Yiu would also retire by rotation at the AGM and would also not offer himself for re-election by reason of age.
As a result of the aforesaid retirement by rotation, the Board of Directors of the Company (the “Board”) announces that, Dr. Moses Cheng Mo Chi has resigned from his positions as an Independent Non-Executive Director, a member of the Audit Committee, a member of the Nomination Committee and the Chairman of the Remuneration Committee of the Company; and Mr. Paul Chow Man Yiu has resigned from his positions as an Independent Non-Executive Director, a member of the Audit Committee, the Chairman of the Nomination Committee and a member of the Remuneration Committee of the Company, in each case with effect from 18 May 2022 upon the conclusion of the AGM.
Each of Dr. Moses Cheng Mo Chi and Mr. Paul Chow Man Yiu has confirmed that there is no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company.
The Board takes this opportunity to acknowledge Dr. Moses Cheng Mo Chi’s and Mr. Paul Chow Man Yiu’s respective outstanding contributions to the Company with the highest regard and deepest gratitude.
APPOINTMENT OF EXECUTIVE DIRECTOR AND INDEPENDENT NON-EXECUTIVE DIRECTORS
The Board is pleased to announce that, at a meeting of the Board held subsequent to the conclusion of the AGM, as proposed by the Nomination Committee of the Company and after review and approval by the Board, Mr. Li Pizheng has been appointed as an Executive Director of the Company; and each of Mr. Carmelo Lee Ka Sze and Mrs. Margaret Leung Ko May Yee has been appointed as an Independent
Non-Executive Director, a member of the Audit Committee, a member of the Nomination Committee and a member of the Remuneration Committee of the Company, in each case with effect from 18 May 2022.
Mr. Li Pizheng, aged 57, is currently a Director of China Mobile Communications Group Co., Ltd., the ultimate controlling shareholder of the Company, and a Director of China Mobile Communication Co., Ltd.. Mr. Li had successively served as Deputy Director of Shaanxi Post Bureau, Director of Information Technology Bureau of the State Post Bureau of China, Director of Information Technology Bureau of China Post Corporation (restructured into China Post Group Co., Ltd. in 2019) (“China Post”), President of Anhui Post Company, Chairman of Anhui Postal Express & Logistics Co., Ltd., Vice President of China Post, as well as Director of China Post. Mr. Li received a Bachelor’s degree in Engineering from Beijing Institute of Posts and Telecommunications in 1980, and a Master of Business Administration degree from Xi’an Jiaotong University in 1998. Mr. Li is also a professor-level senior engineer with over 30 years of experience in the postal and telecommunications industry. The Company firmly believes that Mr. Li will make a significant contribution to the Company with his extensive experience and valuable expertise in the telecommunications industry.
Mr. Carmelo Lee Ka Sze, JP, aged 62, has been a partner of Messrs. Woo Kwan Lee & Lo since 1989 and is currently a Non-Executive Director of Safety Godown Company, Limited and Playmates Holdings Limited, an Independent Non-Executive Director of KWG Group Holdings Limited, and Company Secretary of Shenzhen Investment Limited, all of which are listed in Hong Kong. Mr. Lee is also a member of Chairmen pool of the Listing Review Committee of The Stock Exchange of Hong Kong Limited, a member of the InnoHK Steering Committee of the Innovation and Technology Commission, Chairman of the Appeal Tribunal Panel (Buildings), a Convenor of the Financial Reporting Review Panel of the Financial Reporting Council of Hong Kong, as well as a member of the Campaign Committee of The Community Chest of Hong Kong. Mr. Lee previously served as a Non-Executive Director of Planetree International Development Limited (formerly known as Yugang International Limited) (listed in Hong Kong), Hopewell Holdings Limited (listed in Hong Kong before privatization in 2019), Termbray Industries International (Holdings) Limited (listed in Hong Kong) and CSPC Pharmaceutical Group Limited (listed in Hong Kong), and an Independent Non-Executive Director of China Pacific Insurance (Group) Co., Ltd (listed in Hong Kong and Shanghai) and Esprit Holdings Limited (listed in Hong Kong). Mr. Lee is qualified as a solicitor in Hong Kong, England and Wales, Singapore and Australian Capital Territory, having received a Bachelor’s degree in Laws and a Postgraduate Certificate in Laws from The University of Hong Kong in 1982 and 1983, respectively. The Company firmly believes that Mr. Lee will make a significant contribution to the Company with his extensive experience and valuable expertise in the legal and regulatory profession.
Mrs. Margaret Leung Ko May Yee, SBS, JP, aged 69, is currently an Independent Non-Executive Director of First Pacific Company Limited (listed in Hong Kong), Sun Hung Kai Properties Limited (listed in Hong Kong) and Agricultural Bank of China Limited (listed in Hong Kong and Shanghai). Mrs. Leung is a member of the National Committee of the Chinese People’s Political Consultative Conference, Vice Chairman of the Advisory Committee on Arts Development of the Home Affairs Bureau, a member of the Public Service Commission, a member of the Advisory Committee on Post-office Employment for Former Chief Executives and Politically Appointed Officials, a non-ex officio member of The Law Reform Commission of Hong Kong, a Steward of The Hong Kong Jockey Club, as well as a Council member, Treasurer, Chairman of the Finance Committee and a member of the Human Resource Policy Committee of The University of Hong Kong. Mrs. Leung had served as Group General Manager and Global Co-Head of Commercial Banking of HSBC Holdings plc (listed in London, Hong Kong, Bermuda and New York), Vice-Chairman and Chief Executive of Hang Seng Bank Limited (listed in Hong Kong), as well as Deputy Chairman, Managing Director and Chief Executive of Chong
Hing Bank Limited (listed in Hong Kong before privatization in 2021). Mrs. Leung also previously served as an Independent Non-Executive Director of Swire Pacific Limited (listed in Hong Kong), Hutchison Whampoa Limited (listed in Hong Kong before reorganization in 2015), China Construction Bank Corporation (listed in Hong Kong and Shanghai), QBE Insurance Group Limited (listed in Australia), Hong Kong Exchanges and Clearing Limited (listed in Hong Kong) and Li & Fung Limited (listed in Hong Kong before privatization in 2020). Mrs. Leung received a Bachelor’s degree in Economics, Accounting and Business Administration from The University of Hong Kong in 1975. The Company firmly believes that Mrs. Leung will make a significant contribution to the Company with her extensive experience and valuable expertise in the financial profession.
The Company has not entered into any service contract with Mr. Li Pizheng, Mr. Carmelo Lee Ka Sze or Mrs. Margaret Leung Ko May Yee which provides for a specified length of service. Mr. Li Pizheng, Mr. Carmelo Lee Ka Sze and Mrs. Margaret Leung Ko May Yee will be duly subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the requirements of the Articles of Association of the Company. As proposed by the Board, each of Mr. Li Pizheng, Mr. Carmelo Lee Ka Sze and Mrs. Margaret Leung Ko May Yee will receive an annual director’s fee of HK$180,000 as approved by the shareholders of the Company; in addition, each of Mr. Carmelo Lee Ka Sze and Mrs. Margaret Leung Ko May Yee will also receive annual fees of HK$150,000, HK$50,000 and HK$60,000 as a member of the Audit Committee, a member of the Nomination Committee and a member of the Remuneration Committee of the Company, respectively. Such fees are payable on a time pro-rata basis for any non-full year’s service. The remuneration of Mr. Li Pizheng, Mr. Carmelo Lee Ka Sze and Mrs. Margaret Leung Ko May Yee has been determined by the Board with reference to their respective duties, responsibilities and experience, prevailing market conditions and so forth. Mr. Li Pizheng has voluntarily waived his annual director’s fee of HK$180,000.
Save as disclosed above, each of Mr. Li Pizheng, Mr. Carmelo Lee Ka Sze and Mrs. Margaret Leung Ko May Yee does not have any relationship with any other director, senior management, substantial shareholder or controlling shareholder of the Company. As at the date of this announcement, Mrs. Margaret Leung Ko May Yee holds 20,000 shares in the Company. Save as disclosed above, each of Mr. Li Pizheng, Mr. Carmelo Lee Ka Sze and Mrs. Margaret Leung Ko May Yee does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Save as disclosed above, there is no other information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and there is no other matter relating to the appointment of Mr. Li Pizheng, Mr. Carmelo Lee Ka Sze and Mrs. Margaret Leung Ko May Yee that needs to be brought to the attention of the shareholders of the Company.
The Company takes this opportunity to welcome Mr. Li Pizheng, Mr. Carmelo Lee Ka Sze and Mrs. Margaret Leung Ko May Yee as members of the Board.
ADJUSTMENT TO THE COMPOSITION OF AUDIT COMMITTEE, NOMINATION COMMITTEE AND REMUNERATION COMMITTEE
In addition to the above, the Board further announces that, based on the work arrangements of the Board committees, after review and approval by the Board:
|
(i) |
Mr. Stephen Yiu Kin Wah, an Independent Non-Executive Director of the Company, has been appointed as the Chairman of the Remuneration Committee of the Company, with effect from 18 |
|
May 2022. Mr. Stephen Yiu Kin Wah will receive an annual fee of HK$80,000 as the Chairman of the Remuneration Committee of the Company, in addition to his annual director’s fee of HK$180,000 and annual fees of HK$180,000 and HK$50,000 as the Chairman of the Audit Committee and a member of the Nomination Committee of the Company, respectively; and |
|
(ii) |
Dr. Yang Qiang, an Independent Non-Executive Director of the Company, has been appointed as the Chairman of the Nomination Committee and a member of the Remuneration Committee of the Company, with effect from 18 May 2022. Dr. Yang Qiang will receive annual fees of HK$65,000 and HK$60,000 as the Chairman of the Nomination Committee and a member of the Remuneration Committee of the Company, respectively, in addition to his annual director’s fee of HK$180,000 and annual fee of HK$150,000 as a member of the Audit Committee of the Company. Dr. Yang Qiang has voluntarily waived all his directors’ fees. |
|
|
By Order of the Board |
|
China Mobile Limited |
|
Yang Jie |
|
Chairman |
Hong Kong, 18 May 2022
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Yang Jie, Mr. Dong Xin, Mr. Li Pizheng and Mr. Li Ronghua as executive directors; and Mr. Stephen Yiu Kin Wah, Dr. Yang Qiang, Mr. Carmelo Lee Ka Sze and Mrs. Margaret Leung Ko May Yee as independent non-executive directors.
Exhibit 1.4
LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS
The members of the board of directors (the “Board”) of China Mobile Limited are set out below:
Executive Directors
Mr. YANG Jie
(Executive Director & Chairman)
Mr. DONG Xin
(Executive Director & Chief Executive Officer)
Mr. LI Pizheng
(Executive Director)
Mr. LI Ronghua
(Executive Director & Chief Financial Officer)
Independent Non-Executive Directors
Mr. Stephen YIU Kin Wah
Dr. YANG Qiang
Mr. Carmelo LEE Ka Sze
Mrs. Margaret LEUNG KO May Yee
There are three Board committees. The compositions of the Board committees are set out below:
Audit Committee
Mr. Stephen YIU Kin Wah (Chairman)
Dr. YANG Qiang
Mr. Carmelo LEE Ka Sze
Mrs. Margaret LEUNG KO May Yee
Remuneration Committee
Mr. Stephen YIU Kin Wah (Chairman)
Dr. YANG Qiang
Mr. Carmelo LEE Ka Sze
Mrs. Margaret LEUNG KO May Yee
Nomination Committee
Dr. YANG Qiang (Chairman)
Mr. Stephen YIU Kin Wah
Mr. Carmelo LEE Ka Sze
Mrs. Margaret LEUNG KO May Yee
Hong Kong, 18 May 2022
Exhibit 1.5
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.
CUSTOMER STATISTICS FOR THE MONTH OF APRIL 2022
The board of directors (the “Board”) of China Mobile Limited (the “Company”) announces the following customer statistics of the Company and its subsidiaries (the “Group”) for the month of April 2022:
|
|
|
|
Unit: in thousands |
|
April 2022 |
|
|
|
|
|
Mobile Business |
|
|
|
Total Customers |
|
966,396 |
|
Net Additional Customers for the Month |
|
-242 |
|
Cumulative Net Additional Customers for the Year |
|
9,504 |
|
|
|
|
|
5G Package Customers |
|
476,916 |
|
|
|
|
|
Wireline Broadband Business |
|
|
|
Total Customers |
|
251,261 |
|
Net Additional Customers for the Month |
|
2,168 |
|
Cumulative Net Additional Customers for the Year |
|
11,155 |
|
|
|
|
The Board wishes to remind investors that the above customer statistics are the Group’s unaudited internal statistics. Investors are cautioned not to unduly rely on such data.
In the meantime, investors are advised to exercise caution in dealing in the securities of the Company.
|
|
By Order of the Board |
|
China Mobile Limited |
|
Yang Jie |
|
Chairman |
Hong Kong, 20 May 2022
FORWARD-LOOKING STATEMENTS
Certain statements contained in this announcement may be viewed as “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual performance, financial condition or results of
operations of the Company to be materially different from those implied by such forward-looking statements. In addition, the Company does not intend to update these forward-looking statements. Further information regarding these risks, uncertainties and other factors is included in the Company’s most recent Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission.
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Yang Jie, Mr. Dong Xin, Mr. Li Pizheng and Mr. Li Ronghua as executive directors; and Mr. Stephen Yiu Kin Wah, Dr. Yang Qiang, Mr. Carmelo Lee Ka Sze and Mrs. Margaret Leung Ko May Yee as independent non-executive directors.