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China Mobile International Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
If you are in any doubt as to any aspect of this circular, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
CHINA MOBILE LIMITED
中國移動有限公司
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
Stock Codes: 941 (HKD Counter) and 80941 (RMB Counter)
BUY-BACK MANDATE
RE-ELECTION OF DIRECTORS
PROVISION OF EXTERNAL GUARANTEES
AFFILIATED TRANSACTION
AND
NOTICE OF THE ANNUAL GENERAL MEETING
The annual general meeting will be held in the Grand Ballroom, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Thursday, 22 May 2025 at 10:00 a.m.. A notice of the annual general meeting is set out on pages AGM-1 to AGM-4 of this circular. The form of proxy for use at the annual general meeting is available on the HKEXnews website of the Hong Kong Stock Exchange at http://www.hkexnews.hk and the website of the Company at http://www.chinamobileltd.com, and has been despatched together with this circular to holders of Hong Kong Shares who have requested to receive printed copies. Whether or not you intend to attend the annual general meeting, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon. The form of proxy should be deposited at the Company's registered office at 60/F, The Center, 99 Queen's Road Central, Hong Kong as soon as possible and in any event not less than 24 hours before the time appointed for the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or at any adjournment thereof should you so wish.
11 April 2025
LETTER FROM THE BOARD
CHINA MOBILE LIMITED
中國移動有限公司
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
Stock Codes: 941 (HKD Counter) and 80941 (RMB Counter)
Executive Directors:
YANG Jie (Chairman)
HE Biao (Chief Executive Officer)
WANG Limin
LI Ronghua (Chief Financial Officer)
Registered Office:
60/F, The Center
99 Queen's Road Central
Hong Kong
Independent Non-executive Directors:
YIU Kin Wah Stephen
YANG Qiang
LEE Ka Sze Carmelo
LEUNG KO May Yee Margaret
11 April 2025
To the Shareholders
Dear Sir or Madam,
1. INTRODUCTION
The annual general meeting of the Company will be held in the Grand Ballroom, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Thursday, 22 May 2025 at 10:00 a.m.. The purpose of this circular is to provide shareholders with details of certain resolutions proposed to be considered and approved by shareholders at the annual general meeting, and to set out the notice of the annual general meeting.
2. BUY-BACK MANDATE
This section of this circular is the explanatory statement required to be sent by China Mobile Limited (the "Company") to shareholders under the Rules Governing the Listing of Securities (the "Hong Kong Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") in connection with the proposed ordinary resolution set out in item 7 of the notice of the annual general meeting dated 11 April 2025 (the "AGM Notice") for the approval of the renewal of the general mandate for buy-back of shares. This circular also constitutes the memorandum required under section 239 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the "Companies Ordinance"). In this circular, "Hong Kong Shares" means shares in the Company listed on the Main Board of the Hong Kong Stock Exchange; "RMB Shares", also known as "A Shares", means shares in the Company listed on the Main Board of the Shanghai Stock Exchange; and "Shares" means all shares in the capital of the Company, including Hong Kong Shares and RMB Shares.
LETTER FROM THE BOARD
Modification to Rule 13.36(2)(b) of the Hong Kong Listing Rules in respect of the Company
As disclosed in the Company's announcement dated 17 May 2021 and circular dated 24 May 2021, in connection with the Company's initial public offering of RMB Shares and listing on the Shanghai Stock Exchange which was completed on 5 January 2022, the Company applied for, and the Hong Kong Stock Exchange granted, a one-off waiver so that there was no need to seek listing on the Hong Kong Stock Exchange of the RMB Shares issued under such initial public offering subject to certain conditions. One of such conditions is that Rule 13.36(2)(b) of the Hong Kong Listing Rules is modified in respect of the Company such that all the shareholders can, by ordinary resolution in a general meeting of holders of both Hong Kong Shares and RMB Shares voting as a single class, give a buy-back mandate to the directors of the Company under which the maximum number of Hong Kong Shares bought back by the Company since the granting of such mandate will be 10% of the number of the issued Hong Kong Shares as at the date of the resolution granting the buy-back mandate and the 10% buy-back mandate will be used for buying back Hong Kong Shares only (as opposed to all Shares).
Exercise of the Buy-back Mandate
The board of directors of the Company (the "Board") believes that the flexibility afforded by the mandate granted to it if the ordinary resolution set out in item 7 of the AGM Notice (the "Buy-back Mandate") is passed would be beneficial to the Company and its shareholders as a whole.
It is proposed that up to 10% of the number of issued Hong Kong Shares (excluding treasury Shares) on the date of the passing of the resolution to approve the Buy-back Mandate may be bought back. As at 25 March 2025 (being the latest practicable date prior to the printing of this circular, the "Latest Practicable Date"), 20,680,674,249 Hong Kong Shares were issued. On the basis of such figure, the Board would be authorized to buy back up to 2,068,067,424 Hong Kong Shares during the period up to the date of the next annual general meeting in 2026, or the expiration of the period within which the next annual general meeting of the Company is required by law to be held, or the revocation or variation of the Buy-back Mandate by an ordinary resolution of the shareholders at a general meeting of the Company, whichever of these three events occurs first.
The Company intends to cancel the Hong Kong Shares bought back and/or (to the extent permitted by the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)) hold such Hong Kong Shares in treasury, subject to circumstances such as market conditions and the Company's capital management needs at the time when such buy-backs are made.
Reasons for Buy-backs
Buy-backs of Hong Kong Shares will only be made when the Board believes that such a buy-back will benefit the Company and its shareholders. Such buy-backs may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share.
LETTER FROM THE BOARD
Funding of Buy-backs
Buy-backs pursuant to the Buy-back Mandate would be financed entirely from the Company's available cash flow or working capital facilities. Any buy-backs will be made out of funds of the Company legally permitted to be utilized in this connection in accordance with its articles of association (the "Articles of Association") and the laws of Hong Kong, including distributable profits. Under the Companies Ordinance, a company's distributable profits, in relation to the making of a payment by the company, are those profits out of which the company could lawfully make a distribution equal in value to the payment.
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts for the year ended 31 December 2024 dated 20 March 2025) in the event that the Buy-back Mandate is exercised in full. However, the Board does not propose to exercise the Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Board are from time to time appropriate for the Company.
Disclosure of Interests
None of the directors of the Company, and to the best of their knowledge, having made all reasonable enquiries, none of their close associates, have any present intention, if the Buy-back Mandate is approved by the shareholders of the Company, to sell any Hong Kong Shares to the Company or its subsidiaries.
No core connected persons (as defined in the Hong Kong Listing Rules) have notified the Company that they have a present intention to sell Hong Kong Shares to the Company, nor have they undertaken not to do so, if the Buy-back Mandate is approved by the shareholders of the Company.
Directors' Confirmation
The Board will exercise the Buy-back Mandate in accordance with the Hong Kong Listing Rules and the applicable laws of Hong Kong. The Board confirms that neither this explanatory statement nor the proposed share buy-back contemplated hereunder has any unusual features (other than the modification to Rule 13.36(2)(b) of the Hong Kong Listing Rules in respect of the Company as described above).
LETTER FROM THE BOARD
Share Buy-backs Made by the Company
The Company bought back a total of 728,000 Hong Kong Shares on the Hong Kong Stock Exchange during the six months immediately preceding and including the Latest Practicable Date, details of which are as follows:
| Date of buy-back | Number of Hong Kong Shares bought back | Price paid per Hong Kong Share | |
|---|---|---|---|
| Highest HK$ | Lowest HK$ | ||
| 12 November 2024 | 290,000 | 69.40 | 68.55 |
| 13 November 2024 | 166,000 | 70.25 | 68.85 |
| 14 November 2024 | 272,000 | 70.20 | 69.30 |
| 728,000 |
Save as disclosed above, no buy-backs of Shares have been made by the Company in the six months immediately preceding and including the Latest Practicable Date (whether on the Hong Kong Stock Exchange or otherwise).
Takeovers Code Consequences
If as a result of a buy-back of Shares by the Company, a shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Hong Kong Code on Takeovers and Mergers (the "Takeovers Code"). As a result, a shareholder, or group of shareholders acting in concert, depending on the level of increase of its or their shareholding, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Board is aware of the consequences arising under the Takeovers Code of any buy-back.
As at the Latest Practicable Date, the ultimate controlling shareholder of the Company, China Mobile Communications Group Co., Ltd. ("CMCC"), was recorded in the registers required to be kept by the Company under section 336 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO") as having an interest in 14,932,483,842 Shares (including 42,367,000 RMB Shares directly held by CMCC and 14,890,116,842 Hong Kong Shares held by CMCC through its subsidiary, China Mobile Hong Kong (BVI) Limited), representing approximately $69.18\%$ of the number of issued Shares (excluding treasury Shares) of the Company as at that date. In the event that the Buy-back Mandate is exercised in full and assuming that there is no change in the number of Shares held by CMCC, the shareholding of CMCC in the Company will be increased to approximately $76.52\%$ of the reduced number of issued Shares (excluding treasury Shares) of the Company immediately after the exercise in full of the Buy-back Mandate. The Board is not aware of any consequences in relation to CMCC which would arise under the Takeovers Code as a result of such share buy-back by the Company. In addition, in
LETTER FROM THE BOARD
exercising the Buy-back Mandate (whether in full or otherwise), the Board will ensure that the Company shall comply with the requirements of the Hong Kong Listing Rules, including the minimum percentage of Shares being held in public hands.
Market Prices
The highest and lowest prices at which the Hong Kong Shares were traded on the Hong Kong Stock Exchange during each of the previous 12 months before the Latest Practicable Date are as follows:
| Traded market price | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2024 | ||
| March | 68.85 | 65.35 |
| April | 71.50 | 66.65 |
| May | 75.50 | 68.90 |
| June | 77.80 | 72.30 |
| July | 79.00 | 72.00 |
| August | 76.70 | 70.00 |
| September | 75.95 | 69.50 |
| October | 77.70 | 70.60 |
| November | 72.70 | 68.50 |
| December | 76.80 | 71.40 |
| 2025 | ||
| January | 76.70 | 73.50 |
| February | 83.35 | 74.55 |
| March (up to and including the | ||
| Latest Practicable Date) | 85.55 | 78.35 |
Extension of Share Issue Mandate
An ordinary resolution as set out in item 9 of the AGM Notice will also be proposed at the annual general meeting to extend the general mandate granted to the Board to allot, issue and deal with Shares (including the sale or transfer of treasury Shares) by the number of Hong Kong Shares bought back.
LETTER FROM THE BOARD
3. RE-ELECTION OF DIRECTORS
Pursuant to Article 113 of the Articles of Association, Mr. WANG Limin will hold office until the forthcoming annual general meeting of the Company and, being eligible, offer himself for re-election. Besides, pursuant to Article 109 of the Articles of Association, Mr. LI Ronghua and Mr. YIU Kin Wah Stephen will retire by rotation at the forthcoming annual general meeting of the Company and, being eligible, offer themselves for re-election.
Information on Directors for Re-election
The biographies of the directors proposed for re-election at the forthcoming annual general meeting (the "Directors for Re-election") are set out in Appendix I to this circular. Except as disclosed in such biographies, the Directors for Re-election have not held any other directorships in any listed public companies in the last three years. Further, except as noted in the biographies, none of the Directors for Re-election is connected with any other directors, senior management or substantial or controlling shareholders of the Company. None of the Directors for Re-election has any interests in the shares of the Company within the meaning of Part XV of the SFO.
The service contracts of all the Directors for Re-election do not provide for a specified length of service, and each of the Directors for Re-election will be subject to retirement by rotation and re-election at annual general meetings of the Company every three years. Each of the Directors for Re-election is entitled to an annual director's fee of HK$180,000 as proposed by the Board and approved by the shareholders of the Company. Director's fees are payable on a time pro-rata basis for any non-full year's service. The remuneration of the Directors for Re-election has been determined with reference to the individual's duties, responsibilities and experience, and to prevailing market conditions. Mr. WANG Limin and Mr. LI Ronghua have voluntarily waived their annual director's fees.
None of the Directors for Re-election has an unexpired service contract which is not determinable by the Company or any of its subsidiaries within one year without payment of compensation, other than under normal statutory obligations.
Save as disclosed herein, there are no other matters relating to the re-election of the Directors for Re-election that need to be brought to the attention of the shareholders of the Company nor is there any information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Hong Kong Listing Rules.
Further Information on Independent Non-executive Director for Re-election
Mr. YIU Kin Wah Stephen was appointed as an independent non-executive director of the Company in March 2017 as proposed by the Nomination Committee of the Company and after review and approval by the Board. With his financial and internal control expertise that is unique in the Board, he can contribute to the Board diversity of the Company and is a highly valued and respected member of the Board, and is also qualified under the Hong Kong Listing Rules as the Chairman of the Audit Committee of the Company. Each year, he provides the Company with a
LETTER FROM THE BOARD
confirmation of his independence, and the Board is of the view that he is independent. The Board believes that he will make a significant contribution to the Company with his extensive professional experience in finance and internal controls. Accordingly, the Board is of the view that the re-election of Mr. YIU Kin Wah Stephen as an independent non-executive director of the Company is in the interests of the Company and its shareholders as a whole.
4. PROVISION OF EXTERNAL GUARANTEES
An ordinary resolution will be proposed at the annual general meeting to approve the Company's plan to provide guarantees in 2025 to subsidiaries with liabilities-to-assets ratios exceeding 70%.
Summary of the Guarantees
To meet daily operational and production needs, China Mobile Group Finance Co., Ltd. ("China Mobile Finance") and China Mobile International Limited ("China Mobile International"), both being subsidiaries of the Company, propose to provide new guarantee facilities in 2025 to certain subsidiaries of the Company whose liabilities-to-assets ratios exceeded 70% with a total amount of no more than RMB2,588 million (or its equivalent in foreign currencies). Details are as follows:
| Guarantor | Type | Guaranteed party(ies) | Total amount of guarantees |
|---|---|---|---|
| China Mobile Finance | Liabilities-to-assets ratios of the guaranteed parties exceeded 70% | China Mobile Construction Co., Ltd., Jiangsu Mobile Information System Integration Co., Ltd., China Mobile System Integration Co., Ltd., China Mobile Information System Integration Co., Ltd., Zhejiang Mobile Digital Intelligence Technology Co., Ltd., China Mobile Group Neimenggu Co., Ltd., MIGU Company Limited, China Mobile IoT Company Limited, among others | No more than RMB2,073 million (or its equivalent in foreign currencies) |
| China Mobile International | Liabilities-to-assets ratios of the guaranteed parties exceeded 70% | CM INTERNATIONAL MÉXICO INFORMATION TECHNOLOGY, S. DE R. L. DE C.V., Pt Indonesia China Mobile, China Mobile International (Thailand) Limited, China Mobile International Infrastructure (SGI) Pte. Ltd., among others | No more than RMB515 million (or its equivalent in foreign currencies) |
LETTER FROM THE BOARD
China Mobile Finance and China Mobile International may re-allocate the total amount of guarantees set out above among subsidiaries of the Company in accordance with their actual business operations. A guaranteed party whose liabilities-to-assets ratio exceeds 70% at the time of such re-allocation can only share the amount of guarantees with a guaranteed party whose liabilities-to-assets ratio exceeds 70% as at this annual general meeting.
Pursuant to the relevant requirements under the Articles of Association and of the Shanghai Stock Exchange, the Board had approved the provision of new guarantee facilities by China Mobile Finance and China Mobile International to guaranteed parties whose liabilities-to-assets ratio exceeded 70%, which is subject to approval at a general meeting.
The said new guarantee facilities shall be valid from the date of approval at this annual general meeting up to the next annual general meeting in 2026.
Principal Terms of the Guarantees
Guarantees proposed to be provided by subsidiaries of the Company to the said guaranteed parties are non-financial guarantees, and principally involve granting of letters of guarantee by China Mobile Finance or in relation to overseas engineering and construction bids. Specific guaranteed party(ies), guaranteed amounts per transaction, duration of guarantees and other related matters are subject to guarantee agreements to be entered into. The Company will review and approve guarantees strictly in accordance with relevant requirements under relevant laws, regulations and policies, and strictly control its risk exposure.
Opinion of the Board
The Company's external guarantees plan for 2025 had been approved by the Board.
5. AFFILIATED TRANSACTION
Reference is made to the Company's announcements dated 13 December 2022 and 11 January 2023 and circular dated 20 December 2022 regarding the entering into by China Mobile Communication Company Limited (a wholly-owned subsidiary of the Company) ("CMC") with China Tower Corporation Limited ("China Tower") of a commercial pricing agreement (the "Commercial Pricing Agreement") and a service agreement (the "Service Agreement"), pursuant to which China Tower provides leasing of telecommunications towers and other related services to CMC.
The Commercial Pricing Agreement and the Service Agreement each has a term of five years, from 1 January 2023 to 31 December 2027.
China Tower is an affiliated corporation of the Company under the relevant provisions of the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (the "SSE Listing Rules"). Pursuant to the relevant requirements under the SSE Listing Rules, the entering into of the Commercial Pricing Agreement and the Service Agreement was approved by the shareholders at the extraordinary general meeting of the Company held on 11 January 2023.
LETTER FROM THE BOARD
China Tower is not a connected person of the Company under Chapter 14A of the Hong Kong Listing Rules.
As provided under Rule 6.3.17 of the SSE Listing Rules, where the term of an agreement between the Company and an affiliated person on routine affiliated transaction(s) exceeds three years, the Company shall comply with deliberation and information disclosure requirements every three years. As such, an ordinary resolution will be proposed at the annual general meeting to approve CMC to continue to perform the Commercial Pricing Agreement and the Service Agreement with China Tower in 2026 to 2027.
Yours faithfully
Wong Wai Lan Grace
Company Secretary
- 10 -
APPENDIX I
BIOGRAPHIES OF DIRECTORS FOR RE-ELECTION
BIOGRAPHIES OF THE DIRECTORS PROPOSED FOR RE-ELECTION AT THE FORTHCOMING ANNUAL GENERAL MEETING
EXECUTIVE DIRECTORS
MR. WANG LIMIN
Age 56, Executive Director of the Company, joined the Board of Directors of the Company in January 2025, principally in charge of human resources and corporate culture matters. He is also a Director of CMCC and CMC. Mr. Wang has a master’s degree. He formerly served as a Director of the Grassroots Construction Guidance Office of the General Office of the Political Department of the Supreme People’s Procuratorate of the People’s Republic of China (the “Supreme People’s Procuratorate”), Deputy Director and Deputy Director (Second Branch) of the Anti-Corruption and Bribery Bureau of the Supreme People’s Procuratorate, Deputy Director of the Third Discipline Inspection and Supervision Office of the Central Commission for Discipline Inspection, Deputy Director of the Seventh Supervision and Inspection Office of the Central Commission for Discipline Inspection and the National Supervisory Commission, Head of the Discipline Inspection Team and Head of the Discipline Inspection and Supervision Team of China Huaneng Group Co., Ltd..
MR. LI RONGHUA
Age 59, Executive Director and Chief Financial Officer of the Company, joined the Board of Directors of the Company in October 2020, principally in charge of finance, internal audit and securities affairs of the Company. He is also a member of our Sustainability Committee since 1 January 2024, the Chief Accountant of CMCC, and a director and Vice President of CMC. Mr. Li has a master’s degree. He formerly served as Vice Manager and Manager of Finance and Assets Department of State Grid Corporation of China, Deputy General Accountant of State Grid Corporation of China, Director and Chairman of State Grid Overseas Investment Limited (Hong Kong), and Chairman of State Grid Yingda International Holdings Group Ltd. During the period between December 2019 and September 2020, Mr. Li had served as the Head of the preparatory team, and Director and Chairman of State Grid Yingda Co., Ltd. (listed in Shanghai).
INDEPENDENT NON-EXECUTIVE DIRECTOR
MR. YIU KIN WAH STEPHEN, JP
Age 64, Independent Non-Executive Director of the Company, joined the Board of Directors of the Company in March 2017, and now also the Chairman of the Audit Committee and the Remuneration Committee, and a member of the Nomination Committee. Mr. Yiu is currently the Chairman of the Hong Kong Insurance Authority, a director of Hong Kong Academy of Finance, an Independent Non-Executive Director of ANTA Sports Products Limited and Amer Sports, Inc. (a company listed on New York Stock Exchange), a Council member and the Treasurer of The Hong Kong University of Science and Technology, a board member of Airport Authority Hong Kong, and a member of the International Advisory Council of the National Financial Regulatory Administration, the Public Service Commission and the Exchange Fund Advisory Committee of The Hong Kong Monetary Authority. Mr. Yiu joined the global accounting firm KPMG in Hong Kong in 1983 and was seconded to KPMG in London, the United
APPENDIX I
BIOGRAPHIES OF DIRECTORS FOR RE-ELECTION
Kingdom from 1987 to 1989. Mr. Yiu became a partner of KPMG in 1994, served as the Partner in Charge of Audit of KPMG from 2007 to 2010, and served as the Chairman and Chief Executive Officer of KPMG China and Hong Kong as well as a member of the Executive Committee and the Board of KPMG International and KPMG Asia Pacific from April 2011 to March 2015. Mr. Yiu previously served as an Independent Non-Executive Director of Hong Kong Exchanges and Clearing Limited, a member of the Audit Profession Reform Advisory Committee and the Mainland Affairs Committee of the Hong Kong Institute of Certified Public Accountants. Mr. Yiu is a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. Mr. Yiu received a professional diploma in accountancy from The Hong Kong Polytechnic (now known as The Hong Kong Polytechnic University) in 1983, and holds a master's degree in business administration from the University of Warwick in the United Kingdom.
- I-2 -
NOTICE OF THE ANNUAL GENERAL MEETING
中国移动 China Mobile
CHINA MOBILE LIMITED
中國移動有限公司
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
Stock Codes: 941 (HKD Counter) and 80941 (RMB Counter)
NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of China Mobile Limited (the "Company") will be held in the Grand Ballroom, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Thursday, 22 May 2025 at 10:00 a.m. for the following purposes. Unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as ascribed to them in the circular dated 11 April 2025 issued by the Company (the "Circular").
ORDINARY RESOLUTIONS
- To consider and approve the 2024 Annual Reports (including the audited consolidated financial statements, the Report of the Directors and the Report of the Auditors for the year ended 31 December 2024) of the Company.
- To consider and approve the profit distribution plan of the Company and declare a final dividend for the year ended 31 December 2024.
- To consider and approve the authorization to the Board to determine interim profit distribution of the Company for the year ending 31 December 2025.
- To re-elect executive directors.
- To re-elect an independent non-executive director.
- To re-appoint KPMG and KPMG Huazhen LLP as the auditors of the Group, and to authorize the Board to fix their remuneration.
- To give a general mandate to the Board to buy back Hong Kong Shares not exceeding 10% of the number of issued Hong Kong Shares (excluding treasury Shares):
"THAT:
(a) subject to paragraph (b) below, the exercise by the Board during the Relevant Period (as defined below) of all the powers of the Company to buy back Hong Kong Shares be and is hereby generally and unconditionally approved;
- AGM-1 -
NOTICE OF THE ANNUAL GENERAL MEETING
(b) the aggregate number of Hong Kong Shares which may be bought back on the Hong Kong Stock Exchange or any other stock exchange on which securities of the Company may be listed and which is recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Hong Kong Stock Exchange pursuant to the approval in paragraph (a) above shall not exceed or represent more than 10% of the number of issued Hong Kong Shares (excluding treasury Shares) on the date of passing this resolution, and the said approval shall be limited accordingly;
(c) for the purpose of this resolution “Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:
(1) the conclusion of the next annual general meeting of the Company; or
(2) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or
(3) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.”
- To give a general mandate to the Board to allot, issue and deal with additional Shares (including the sale or transfer of treasury Shares) not exceeding 20% of the number of issued Shares (excluding treasury Shares):
“THAT a general mandate be and is hereby unconditionally given to the Board to exercise full powers of the Company to allot, issue and deal with additional Shares (including the sale or transfer of treasury Shares and the making and granting of offers, agreements and options which might require Shares to be allotted, sold or transferred, whether during the continuance of such mandate or thereafter) provided that, otherwise than pursuant to (i) a rights issue where Shares are offered to shareholders on a fixed record date in proportion to their then shareholdings; (ii) the exercise of options granted under any share option scheme adopted by the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend in accordance with the articles of association of the Company, the aggregate number of Shares allotted, sold or transferred shall not exceed the aggregate of:
(a) 20% of the number of issued Shares (excluding treasury Shares) on the date of passing this resolution, plus
(b) (if the Board is so authorized by a separate ordinary resolution of the shareholders of the Company) the number of Hong Kong Shares bought back by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the number of issued Hong Kong Shares (excluding treasury Shares) on the date of passing this resolution).
- AGM-2 -
NOTICE OF THE ANNUAL GENERAL MEETING
Such mandate shall expire at the earlier of:
(1) the conclusion of the next annual general meeting of the Company; or
(2) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or
(3) the date of any revocation or variation of the mandate given under this resolution by ordinary resolution of the shareholders of the Company at a general meeting."
- To extend the general mandate granted to the Board to allot, issue and deal with Shares (including the sale or transfer of treasury Shares) by the number of Hong Kong Shares bought back:
“THAT the Board be and is hereby authorized to exercise the powers of the Company referred to in the resolution set out in item 8 in the notice of the annual general meeting in respect of the Hong Kong Shares referred to in paragraph (b) of such resolution.”
-
To consider and approve the external guarantees plan for 2025.
-
To consider and approve the continuing performance of affiliated transaction agreements with China Tower.
By Order of the Board
China Mobile Limited
Wong Wai Lan Grace
Company Secretary
11 April 2025
NOTICE OF THE ANNUAL GENERAL MEETING
Notes:
-
Any member entitled to attend and vote at the annual general meeting is entitled to appoint one or, if he is the holder of two or more Shares, more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.
-
In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Company's registered office at 60/F, The Center, 99 Queen's Road Central, Hong Kong not less than 24 hours before the time for holding the annual general meeting. Completion and return of a form of proxy will not preclude a member from attending and voting in person if he is subsequently able to be present.
-
The Board has recommended a final dividend of HK$2.49 per Share for the year ended 31 December 2024 and, if such dividend is declared by the members passing resolution number 2, it will be paid on or about Wednesday, 25 June 2025 to those holders of Hong Kong Shares on the register of members on Thursday, 12 June 2025 (the "Record Date"). Holders of Hong Kong Shares should read the announcement issued by the Company on 20 March 2025 regarding the 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 proposed 2024 final dividend.
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To ascertain entitlement of holders of Hong Kong Shares to attend and vote at the annual general meeting, the register of members of the Company for the Hong Kong Shares will be closed from Monday, 19 May 2025 to Thursday, 22 May 2025 (both days inclusive). In order to be eligible to attend and vote at the annual general meeting, all transfers of Hong Kong Shares accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai Hong Kong not later than 4:30 p.m. on Friday, 16 May 2025.
To ascertain entitlement of holders of Hong Kong Shares to the 2024 final dividend upon passing resolution number 2, the register of members of the Company for the Hong Kong Shares will be closed from Tuesday, 10 June 2025 to Thursday, 12 June 2025 (both days inclusive). In order to qualify for the 2024 final dividend, all transfers of Hong Kong Shares accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai Hong Kong not later than 4:30 p.m. on Monday, 9 June 2025.
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Concerning resolution number 7 above, the Board wishes to state that the Board will exercise the powers conferred thereby to buy back Hong Kong Shares in circumstances which they deem appropriate for the benefit of the shareholders. The explanatory statement containing the information necessary to enable the shareholders to make an informed decision on whether to vote for or against the resolution to approve the buy-back by the Company of its Hong Kong Shares, as required by the Hong Kong Listing Rules, is set out in the Circular.
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Holders of RMB Shares should refer to announcement(s) which the Company may from time to time publish on the websites of the Shanghai Stock Exchange and the Company with respect to annual general meeting and 2024 final dividend arrangements applicable to holders of RMB Shares.
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Members or proxies who attend the meeting in person will each receive a small souvenir as a token of appreciation. If a member is also appointed as a proxy of other member(s), or a proxy represents multiple members, the number of souvenir each of the aforesaid member or proxy will receive is still limited to ONE.
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If a black rainstorm warning signal, a tropical cyclone warning signal no. 8 or above or "extreme conditions" announced by the Government of the Hong Kong Special Administrative Region is or is expected to be in force in Hong Kong on the date of the annual general meeting, the Company will publish an announcement on the HKEXnews website of the Hong Kong Stock Exchange at http://www.hkexnews.hk and the website of the Company at http://www.chinamobileltd.com on the latest arrangements of the annual general meeting.
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