HKBN Ltd. — M&A Activity 2025

Sep 3, 2025

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Offeror or the Company nor shall there be any sale, purchase or subscription for securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver. This announcement is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the applicable laws or regulations of such jurisdiction.

中國移動

China Mobile

CHINA MOBILE HONG KONG COMPANY LIMITED

中國移動香港有限公司
(incorporated in Hong Kong with limited liability)

ANNOUNCEMENT

VOLUNTARY GENERAL CONDITIONAL CASH OFFER BY CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED

ON BEHALF OF CHINA MOBILE HONG KONG COMPANY LIMITED

TO ACQUIRE ALL OF THE ISSUED SHARES IN HKBN LTD. (OTHER THAN THOSE ALREADY OWNED BY CHINA MOBILE HONG KONG COMPANY LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

(1) SHARE OFFER BECOMING UNCONDITIONAL IN ALL RESPECTS; AND
(2) THE SHARE OFFER REMAINS OPEN FOR ACCEPTANCE

Financial Advisor to China Mobile Hong Kong Company Limited

CICC 中金公司

China International Capital Corporation Hong Kong Securities Limited

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Reference is made to the offer document dated 6 August 2025 issued by China Mobile Hong Kong Company Limited (the "Offeror") in relation to, among other things, the voluntary conditional general cash offer by China International Capital Corporation Hong Kong Securities Limited, for and on behalf of the Offeror, to acquire all of the issued shares in HKBN Ltd. (the "Company") (other than those already owned by the Offeror and parties acting in concert with it) (the "Offer Document").

Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Offer Document.

THE SHARE OFFER HAS BECOME UNCONDITIONAL IN ALL RESPECTS

As set out in the Offer Document, the Share Offer is conditional upon the Offeror having received valid acceptances of the Share Offer (and not, where permitted, withdrawn) by 4:00 p.m. on or prior to the Closing Date (or such later time or date as the Offeror may, subject to the rules of the Takeovers Code, decide) in respect of such number of Shares which, together with any Shares acquired or agreed to be acquired prior to or during the Offer Period (whether pursuant to the Share Offer or otherwise), will result in the Offeror and persons acting in concert with it holding more than 50% of the voting rights in the Company (the "Acceptance Condition").

As at 4:00 p.m. on the First Closing Date, the Offeror has received valid acceptances in respect of 603,443,423 Shares under the Share Offer (the "Acceptance Shares"), representing approximately 40.80% of all issued Shares as at the date of this announcement. Taking into account (i) the Acceptance Shares and (ii) the 442,197,548 Shares already held by the Offeror representing approximately 29.90% of all issued Shares as at the date of this announcement, the Offeror and parties acting in concert with it hold an aggregate of 1,045,640,971 Shares, representing approximately 70.70% of all issued Shares as at the date of this announcement.

Accordingly, the Conditions (including the Acceptance Condition) set out in the Offer Document have been satisfied, and the Share Offer has become unconditional in all respects on 3 September 2025.

Save for the Acceptance Shares and the 442,197,548 Shares acquired under the TPG Share Purchase Agreement and the MBK Share Purchase Agreement, neither the Offeror nor parties acting in concert with it have (i) acquired or agreed to acquire any Shares or the rights over Shares during the Offer Period; or (ii) borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period.

THE SHARE OFFER REMAINS OPEN FOR ACCEPTANCE

Pursuant to Rule 15.3 of the Takeovers Code, the Share Offer must remain open for acceptance for at least 14 days after the Share Offer becomes or is declared unconditional (whether as to acceptances or in all respects). Accordingly, the Share Offer will remain open for acceptance until 4:00 p.m. on 17 September 2025 (or such later time and/or date as the Offeror may decide in accordance with the Takeovers Code).

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Save as set out in this announcement, all other terms of the Share Offer as set out in the Offer Document and the Share Offer Acceptance Form remain unchanged. Further announcement on the results of the Share Offer will be made in accordance with Rule 19.1 of the Takeovers Code.

SETTLEMENT OF THE SHARE OFFER

Cheques in respect of the cash consideration (after deducting the seller's ad valorem stamp duty) payable for the Shares tendered under the Share Offer will be despatched to the respective accepting Shareholders by ordinary post at their own risk as soon as possible, but in any event within seven Business Days following the later of: (i) the Unconditional Date (i.e. the date of this announcement, 3 September 2025); or (ii) the date of receipt of a complete and valid acceptance in respect of the Share Offer.

Shareholders are strongly advised to read the Offer Document, the Share Offer Acceptance Form and the Response Document carefully, including the letter from the independent board committee and the letter from the independent financial adviser, before deciding whether to accept the Share Offer.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company. If Shareholders and potential investors of the Company are in any doubt about their position, they should consult their licensed securities dealers or registered institutions in securities, bank managers, solicitors, professional accountants or other professional advisers.

By Order of the Board

CHINA MOBILE HONG KONG COMPANY LIMITED

Mr. Ling Hao

Director

Hong Kong, 3 September 2025

As at the date of this announcement, the directors of the Offeror are Mr. Ling Hao, Ms. Shi Xiaoping, Mr. Lei Liquin, Mr. Wang Dayue, Mr. Li Xin, Mr. Luo Weimin, Mr. Bian Yannan and Mr. Nie Yutian.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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