Stock Code: 600941 stock abbreviation: China Mobile Announcement No.: 2022007 China Mobile Co., Ltd
About signing a special account for the deposit of raised funds (including over allotment)
Announcement of tripartite supervision agreement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Basic information of raised funds for over allotment option
China Mobile Co., Ltd. (hereinafter referred to as “the company” or “the company”) issued an initial public offering of A-Shares (hereinafter referred to as “the offering”) and the exercise period of over allotment option expired on February 7, 2022. Please refer to the website of Shanghai Stock Exchange on February 9, 2022 for details（ http://www.sse.com.cn. ）Announcement on the implementation results of over allotment option of initial public offering of A-Shares (Announcement No.: 2022005). According to the issuance price of 57.58 yuan / share, the company issued 57067867 additional shares on the basis of the initial issuance of 845700000 shares, accounting for about 6.75% of the initial issuance of shares, and the total amount of raised funds increased is 328596778186 yuan. PwC Zhongtian Certified Public Accountants (special general partnership) verified the availability of the above raised funds and issued the capital verification report (PWC Zhongtian Yan Zi (2022) No. 0138).
2、 Signing of the tripartite supervision agreement on the storage of raised funds and the opening of the special account for raised funds
In accordance with relevant laws and regulations and the requirements of self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 – standardized operation, the company separately signed the tripartite supervision agreement on the storage of raised funds special account with China International Capital Corporation Limited(601995) , CITIC Securities Co., Ltd. and China Merchants Bank Co.Ltd(600036) Beijing Branch on March 8, 2022. The tripartite supervision agreement on the storage of raised funds has made detailed provisions on the relevant responsibilities and obligations of the company, the joint sponsor and the deposit bank.
The opening of the company’s special account for raised funds is as follows:
Special account for raised funds account no. of special account for raised funds of opening bank
China Merchants Bank Co.Ltd(600036) Beijing Branch Shouti sub branch nra110921019110888
3、 Main contents of the tripartite supervision agreement on the storage of raised funds in the special account
In the tripartite supervision agreement on special account storage of raised funds signed between the company and China International Capital Corporation Limited(601995) , Citic Securities Company Limited(600030) and China Merchants Bank Co.Ltd(600036) Beijing Branch, the company is referred to as “party a”, ” China Merchants Bank Co.Ltd(600036) Beijing Branch is referred to as” Party B “, and China International Capital Corporation Limited(601995) and Citic Securities Company Limited(600030) are collectively referred to as” Party C “. There is no significant difference between the relevant agreements and the tripartite supervision agreement (model) on the special account storage of raised funds of Shanghai Stock Exchange. The main terms are as follows:
(I) Party A has opened a special account for raised funds (hereinafter referred to as “special account”) with Party B, which is only used for the storage and use of the raised funds invested by Party A in the project, and shall not deposit non raised funds or be used for other purposes.
In the special account for raised funds, after performing the internal procedures in accordance with the relevant regulations on supervision and self-discipline and obtaining the consent of Party C, Party A may deposit part of the temporarily idle funds in the special account in the form of products in accordance with the guidelines for self discipline supervision of listed companies on Shanghai stock exchange No. 1 – standardized operation within the scope of authorization of the internal resolution. Party A shall timely inform Party C of the specific amount, storage method, storage period and other information of the products. Party A promises that after the above products are withdrawn, expired or transferred in advance, Party A will transfer the funds to the special account for raised funds specified in this Agreement for management in time, and notify Party C. After the due funds of the above products are returned to the special account for raised funds on schedule and announced, Party A can carry out cash management again within the authorized period and amount. The above products shall not be pledged, and the special settlement account for products (if applicable) shall not deposit non raised funds or be used for other purposes.
(II) Party A and Party B shall jointly abide by the bill law of the people’s Republic of China, the measures for payment and settlement, the measures for the administration of RMB bank settlement accounts and other laws, regulations and rules.
(III) as the co sponsor of Party A, Party C shall appoint the sponsor representative or other staff to supervise the use of the raised funds of Party A in accordance with relevant regulations.
Party C promises to perform the responsibility of recommendation and continuous supervision on the management of Party A’s raised funds in accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the raised funds management system formulated by Party a.
Party C may exercise its supervision right by means of on-site investigation and written inquiry. Party A and Party B shall cooperate with Party C’s investigation and inquiry. Party C shall check the storage of the special account at the same time when conducting on-site investigation on Party A every half year.
(IV) Party A authorizes Yu Yan and Wang Zhao, the sponsor representatives designated by Party C 1, and Wang Bin and Jia Xiaoliang, the sponsor representatives designated by Party C 2, to inquire and copy the information of Party A’s special account at any time; Party B shall timely, accurately and completely provide it with the required information about the special account.
When the sponsor representative of Party C inquires about the special account of Party A from Party B, he shall issue his own legal identity certificate; Other staff designated by Party C shall issue their own legal identity certificate and letter of introduction when inquiring about the special account of Party A from Party B.
(V) Party B shall issue a true, accurate and complete special account statement to Party A on a monthly basis (before the 10th of each month) and send a copy to Party C.
(VI) if Party A withdraws more than 50 million yuan from the special account in one time or within 12 months and reaches 20% of the net amount of the total amount of the raised funds after deducting the issuance expenses, Party A shall timely notify Party C by email and provide the expenditure list of the special account.
(VII) Party C has the right to change the designated sponsor representative in accordance with relevant regulations. If Party C changes the recommendation representative, it shall notify Party B of relevant supporting documents in writing, and notify the contact information of the changed recommendation representative in writing in accordance with the requirements of Article 13 of this agreement. The replacement of the sponsor representative shall not affect the effectiveness of this agreement.
(VIII) if Party B fails to issue statements to Party A and Party C in time for three times, or fails to cooperate with Party C in investigating the special account, Party A may unilaterally terminate this Agreement and cancel the special account for raised funds on its own initiative or at the request of Party C.
(IX) if Party C finds that Party A and Party B fail to perform this Agreement as agreed, it shall timely report in writing to the Shanghai Stock Exchange after knowing the relevant facts. If either party fails to perform its obligations under this agreement, it shall be liable for breach of contract according to law.
(x) this Agreement shall be governed by and construed in accordance with the laws of China. The three parties agree that any dispute arising from or in connection with this Agreement shall be settled by the disputing parties through friendly negotiation. If the dispute cannot be settled through negotiation, at the request of either party, the dispute will be submitted to China International Economic and Trade Arbitration Commission for arbitration in Beijing in accordance with its arbitration rules and procedures. The three parties agree to apply the ordinary arbitration procedure, and the arbitration tribunal shall be composed of three persons. The arbitration award is final and binding on both parties to the dispute.
（11） This Agreement shall come into force from the date when the legal representatives (principals) or authorized representatives of Party A, Party B and Party C sign and affix the official seal or special seal for contract of their respective units, and shall become invalid from the date when all the funds in the special account are spent and the account is cancelled according to law.
（12） This agreement is made in ten copies. Party A, Party B and Party C each hold one copy and report one copy to Shanghai Stock Exchange and Beijing regulatory bureau of China Securities Regulatory Commission, and the rest to Party A for standby.
It is hereby announced.
Board of directors of China Mobile Co., Ltd. March 8, 2022
