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China Mobile International — Proxy Solicitation & Information Statement 2021
May 24, 2021
14954_rns_2021-05-24_8ad39574-118d-4f8e-8b89-5812a28130cf.pdf
Proxy Solicitation & Information Statement
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CHINA MOBILE LIMITED 中國移動有限公司
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(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 941)
PROXY FORM FOR EXTRAORDINARY GENERAL MEETING
I/We, being the registered holder(s) of China Mobile Limited (the “Company”), hereby appoint the proxy [(Note][1)] as specified below or failing him/her, THE CHAIRMAN OF THE MEETING to attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting (the “EGM”) of the Company to be held on Wednesday, 9 June 2021 at 9:30 a.m. in the Grand Ballroom, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong and at any adjournment thereof in respect of the resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.
| (Incorporated in Hong Kong with limited liability under the C(Stock Code: 941)PROXY FORM FOR EXTRAORDINARY GENERAL MI/We, being the registered holder(s) of China Mobile Limited (the “Company”), hereby appoint the proxy (Note 1) as specified beloTHE MEETINGto attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting (the “EGM”) of the Comat 9:30 a.m. in the Grand Ballroom, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong and at any adjournment therbelow, or if no such indication is given, as my/our proxy thinks fit. | (Incorporated in Hong Kong with limited liability under the C(Stock Code: 941)PROXY FORM FOR EXTRAORDINARY GENERAL MI/We, being the registered holder(s) of China Mobile Limited (the “Company”), hereby appoint the proxy (Note 1) as specified beloTHE MEETINGto attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting (the “EGM”) of the Comat 9:30 a.m. in the Grand Ballroom, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong and at any adjournment therbelow, or if no such indication is given, as my/our proxy thinks fit. | (Incorporated in Hong Kong with limited liability under the C(Stock Code: 941)PROXY FORM FOR EXTRAORDINARY GENERAL MI/We, being the registered holder(s) of China Mobile Limited (the “Company”), hereby appoint the proxy (Note 1) as specified beloTHE MEETINGto attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting (the “EGM”) of the Comat 9:30 a.m. in the Grand Ballroom, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong and at any adjournment therbelow, or if no such indication is given, as my/our proxy thinks fit. | (Incorporated in Hong Kong with limited liability under the C(Stock Code: 941)PROXY FORM FOR EXTRAORDINARY GENERAL MI/We, being the registered holder(s) of China Mobile Limited (the “Company”), hereby appoint the proxy (Note 1) as specified beloTHE MEETINGto attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting (the “EGM”) of the Comat 9:30 a.m. in the Grand Ballroom, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong and at any adjournment therbelow, or if no such indication is given, as my/our proxy thinks fit. | (Incorporated in Hong Kong with limited liability under the C(Stock Code: 941)PROXY FORM FOR EXTRAORDINARY GENERAL MI/We, being the registered holder(s) of China Mobile Limited (the “Company”), hereby appoint the proxy (Note 1) as specified beloTHE MEETINGto attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting (the “EGM”) of the Comat 9:30 a.m. in the Grand Ballroom, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong and at any adjournment therbelow, or if no such indication is given, as my/our proxy thinks fit. | (Incorporated in Hong Kong with limited liability under the C(Stock Code: 941)PROXY FORM FOR EXTRAORDINARY GENERAL MI/We, being the registered holder(s) of China Mobile Limited (the “Company”), hereby appoint the proxy (Note 1) as specified beloTHE MEETINGto attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting (the “EGM”) of the Comat 9:30 a.m. in the Grand Ballroom, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong and at any adjournment therbelow, or if no such indication is given, as my/our proxy thinks fit. | ompanies Ordinance)EETINGw or failing him/her, THE CHAIpany to be held on Wednesday, 9eof in respect of the resolutions a | ompanies Ordinance)EETINGw or failing him/her, THE CHAIpany to be held on Wednesday, 9eof in respect of the resolutions a | ompanies Ordinance)EETINGw or failing him/her, THE CHAIpany to be held on Wednesday, 9eof in respect of the resolutions a | |||
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| RMAN OF | |||||||||||
| June 2021s indicated | |||||||||||
| Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.) | |||||||||||
| Registered Name | |||||||||||
| Registered Address | |||||||||||
| Certificate No. (Note 8) | Signature (Note 4) | ||||||||||
| Registered Holding (Note 2) | |||||||||||
| Date | |||||||||||
| Proxy (Note 1) (Complete in EN | GLISH BLOCK CAPITALS.) | (Note 5) | |||||||||
| Full Name | No. of Shares (Note 3) | ||||||||||
| Full Address | |||||||||||
| ORDINARY RESOLUTIONSFO | R (Note 5)AGAINST | ||||||||||
| 1.To consider and approresolution number 1 as | ve the RMB Share Issue and the Specific Mandate in accordance with ordinary set out in the notice of the EGM. | ||||||||||
| 2.To consider and approvrelating to the RMB Sha“Resolution on the Autthe RMB Share Issue” i | e the authorisation to the Board and its authorised persons to deal with mattersre Issue (including but not limited to the particulars as set out in the section headedhorisation to be Granted at the EGM to the Board to Deal with Matters Relating ton the circular of the Company dated 24 May 2021 (the “Circular”)). | ||||||||||
| 3.To consider and appro(including but not limitDistribution of Profits | ve the plan for distribution of profits accumulated before the RMB Share Issueed to the particulars as set out in the section headed “Resolution on the Plan forAccumulated prior to the RMB Share Issue” in the Circular). | ||||||||||
| 4.To consider and approvthe RMB Share Issue in | e the plan for stabilisation of the price of RMB Shares within three years following the form as set forth in Appendix I to the Circular. | ||||||||||
| 5.To consider and approve the shareholder return plan within three years following the RMB Share Issue inthe form as set forth in Appendix II to the Circular. | |||||||||||
| 6.To consider and approve the use of proceeds from the RMB Share Issue (including but not limited to theparticulars as set out in the section headed “Resolution on the Use of Proceeds from the RMB Share Issue”in the Circular). | |||||||||||
| 7.To consider and approve the remedial measures for the potential dilution of immediate returns resultingfrom the RMB Share Issue in the form as set forth in Appendix III to the Circular. | |||||||||||
| 8.To consider and approve the undertakings and corresponding binding measures for the RMB Share Issue(including but not limited to the particulars as set out in the section headed “Resolution on Undertakingsand Corresponding Binding Measures in Connection with the RMB Share Issue” in the Circular). | |||||||||||
| 9.To consider and approve the proposed dealing with matter related to director and senior management | |||||||||||
| liability insurance and A share prospectus liability insurance (including but not limited to the particulars asset out in the section headed “Resolution on Dealing with Matters related to Director and Senior | |||||||||||
| Management Liability Insurance and A Share Prospectus Liability Insurance” in the Circular). | |||||||||||
| 10.To consider and approve the adoption of the policy governing the procedures of general meetings in theform as set forth in Appendix V to the Circular which will take effect on the date of listing of RMB Shares | |||||||||||
| on the Shanghai Stock Exchange. | |||||||||||
| 11.To consider and approve the adoption of the policy governing the procedures of board meetings in the formas set forth in Appendix VI to the Circular which will take effect on the date of listing of RMB Shares onthe Shanghai Stock Exchange. | |||||||||||
| SPECIAL RESOLUTION | FOR (N | ote 5)AG | AINST (Note 5) | ||||||||
| 12.To consider and approve the amendments to the articles of association of the Company in accordance withspecial resolution number 12 as set out in the notice of the EGM. | |||||||||||
| Notes:1.If any proxy other than the chairman of the meeting is preferred, please insert the full name and address of the proxyvote at the meeting of the Company is entitled to appoint one or more proxies to attend and vote on his/her behalf.A**BE INITIALLED BY THE PERSON WHO SIGNS IT.**The proxy needs not be a member of the Company, but musyou. | |||||||||||
| If any proxy other than the chairman of the meeting is preferred, please insert the full name anvote at the meeting of the Company is entitled to appoint one or more proxies to attend and vote**BE INITIALLED BY THE PERSON WHO SIGNS IT.**The proxy needs not be a member ofyou. | d address of the proxyon his/her behalf.Athe Company, but mus | desired in thNY ALTERATt attend the m | e spaIONeetin | ce provided. A holdMADE TO THISg (or any adjournm | er entitled tPROXY FOent thereof) | o attend anRM MUSTto represen | tr | ||||
| 2.3.4.5.6. | Please insert the number of shares registered in the name of the holder(s).Please insert the number of shares for this proxy. If no number is inserted, this proxy form wiThis proxy form must be signed and dated by the shareholder or his/her attorney duly authoriseits common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the cthe senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepteseniority will be determined by the order in which the names stand in the register of members IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✔) IN THE RELAGAINST A RESOLUTION, TICK (✔) IN THE RELEVANT BOX BELOW THE BOX Mentitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstaany resolution properly put to the meeting other than those referred to in the notice convIn order to be valid, a proxy form and the power of attorney or other authority (if any) under | ll be deemed to relate d in writing. If the sha | to all the sharreholder is a crs, any one shthe votes of tht shareholdingW THE BOX ”. Failure to tlso be entitle a notarially c | es reompa | gistered in the namny, it should execu | e of the holte this proxproxy formr(s) and for YOU WISpect of a reretion or twer of attor | der(s).y form unde | ||||
| ase of joint shareholded to the exclusion of in respect of the joinEVANT BOX BELOARKED “AGAINSTin.Your proxy will aening the meeting.which it is signed, or | arehe oth. MAick (**d to **ertifie | older may sign thiser joint shareholdeRKED “FOR”. IF✓) either box in resvote at his/her discd copy of such po | . The vote o this purposH TO VOTEsolution wilo abstain onney, must b | fe le | |||||||
| deposited at the share registrar of the Company, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Qbefore the time fixed for holding the meeting or any adjournment thereof.7.Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you s8.Please provide one certificate number, if possible, to facilitate processing.9.For the avoidance of doubt, we do not accept any special instructions written on this proxy form.if1f’f | deposited at the share registrar of the Company, Hong Kong Registrars Limited at 17M Floor, Hbefore the time fixed for holding the meeting or any adjournment thereof.Completion and delivery of this proxy form will not preclude you from attending and voting aPlease provide one certificate number, if possible, to facilitate processing. | opewell Centre, 183 Qt the meeting if you s | ueen’s Road Eo wish. | ast, | Wanchai, Hong Kon | g, not less t | han 24 hour | s | |||
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Notes:
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If any proxy other than the chairman of the meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A holder entitled to attend and vote at the meeting of the Company is entitled to appoint one or more proxies to attend and vote on his/her behalf. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be a member of the Company, but must attend the meeting (or any adjournment thereof) to represent you.
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Please insert the number of shares registered in the name of the holder(s).
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Please insert the number of shares for this proxy. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder(s).
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This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.
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IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK ( ✔ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK ( ✔ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. Failure to tick (✓) either box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
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In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the share registrar of the Company, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time fixed for holding the meeting or any adjournment thereof.
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Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish.
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Please provide one certificate number, if possible, to facilitate processing.
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For the avoidance of doubt, we do not accept any special instructions written on this proxy form.
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In light of COVID-19 and to safeguard shareholders’ health and safety, the Company encourages shareholders to consider appointing the chairman of the meeting as his/her proxy to vote on the resolutions, instead of attending the meeting in person. The directors of the Company may attend the meeting remotely through video or telephone conference facilities.
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The Company will continue to monitor COVID-19 and may alter the meeting arrangements at short notice. Shareholders are advised to check any future announcement(s) which the Company may publish on the websites of The Stock Exchange of Hong Kong Limited and the Company.