China International Capital Corporation Limited(601995) Citic Securities Company Limited(600030)
About China Mobile
Verification opinions on matters of external guarantee plan in 2022
China International Capital Corporation Limited(601995) and Citic Securities Company Limited(600030) (hereinafter referred to as the “joint sponsor”) are the joint sponsor and continuous supervision organization of China Mobile Co., Ltd. (hereinafter referred to as “China Mobile”, “listed company” or “company”) for the initial public offering and listing of RMB common shares (A shares), In accordance with the requirements of the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, Carefully checked the external guarantee plan of China Mobile in 2022 (hereinafter referred to as “this guarantee plan”), and the specific conditions are as follows: I. overview of guarantee
According to the needs of daily production and operation, China Mobile plans to provide a new guarantee limit for the company’s subsidiary China Mobile International Co., Ltd. (hereinafter referred to as “international company”) in 2022, with a total amount of USD no more than 172 million; The company’s subsidiaries China Mobile Communications Group Finance Co., Ltd. (hereinafter referred to as “China mobile finance company”) and international company intend to provide new guarantee lines for the company’s subsidiaries in 2022, with the amount of RMB (or equivalent foreign currency) not exceeding 861 million yuan. Details are as follows:
Unit: USD million
Guarantor type: guaranteed by the guarantor
Total amount
The asset liability ratio of the guaranteed of China Mobile is lower than that of international company 172
More than 70%
Unit: RMB million
Guarantor type: guaranteed by the guarantor
Total amount
China Mobile Hubei Co., Ltd., China Mobile
The asset liability ratio of the guaranteed is not higher than that of Hunan Group Co., Ltd. and China Mobile Communication Group Hebei Co., Ltd
More than 70% of China Mobile Finance Corporation, China Mobile Jiangxi Co., Ltd. and China Mobile 650
Mobile Communication Group Yunnan Co., Ltd., China Mobile Communication Group
China Mobile Communications Group Anhui Co., Ltd
Total amount guaranteed by guarantor
China Mobile Communications Group Shanghai Co., Ltd., China Mobile Communications
Group Design Institute Co., Ltd., China Mobile (Hangzhou) Information Technology Co., Ltd
Ltd., China mobile communication group terminal Co., Ltd., etc
subsidiary
The asset liability ratio of the guaranteed exceeds that of subsidiaries such as China Mobile Ningxia Co., Ltd. by more than 150% and more than 70%
The asset liability ratio of the guaranteed does not exceed 70% of that of subsidiaries and fellow subsidiaries of 13 international companies
The asset liability ratio of the guaranteed exceeds that of subsidiaries and fellow subsidiaries of international corporation by more than 48% and more than 70%
Total — 861
According to the relevant provisions of the articles of association of China Mobile Limited (hereinafter referred to as the “articles of association”) and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, China mobile finance and international corporation have fulfilled the internal decision-making procedures for the corresponding new guarantee amount with the asset liability ratio of the guaranteed not exceeding 70%.
According to the relevant provisions of the articles of association and the Listing Rules of Shanghai Stock Exchange, the corresponding new guarantee amount with the asset liability ratio of the guaranteed not exceeding 70% carried out by the company has been deliberated and approved by the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
According to the relevant provisions of the articles of association, the Listing Rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the corresponding new guarantee amount with an asset liability ratio of more than 70% carried out by China mobile finance corporation and international company has been deliberated and approved by the board of directors of the company and needs to be submitted to the general meeting of shareholders for deliberation.
The validity period of the above-mentioned new guarantee limit shall end at the annual general meeting of shareholders of the next year. 2、 Basic information of main guarantors
See the attached table for the basic information of the main guarantors.
3、 Main contents of guarantee matters
The guarantees to be provided by the company and its subsidiaries to the above-mentioned guarantors are non financing guarantees. The guarantee subject, each guarantee amount and guarantee period shall be subject to the actually signed guarantee contract.
The company will examine and approve the guarantee items in strict accordance with the relevant provisions of relevant laws, regulations and system documents, and strictly control the compensation risk of the company. 4、 Opinions of the board of directors
The first board of directors of the company in 2022 deliberated and approved the proposal on external guarantee plan in 2022 and approved relevant guarantee matters. The independent non-executive directors of the company expressed their independent opinions on the proposal. 5、 Accumulated external guarantees and overdue guarantees
As of December 31, 2021, the company and its subsidiaries have no external guarantee; China mobile finance corporation provides non financing guarantee to other subsidiaries of the company, with a guarantee balance of 110 million yuan; International Corporation provides non financing guarantee to its subsidiaries, with a guarantee balance of RMB 100 million, which accounts for 0.011% of the company’s latest audited net assets in total with the above guarantee balance of China Mobile Finance Corporation, and there is no overdue guarantee. 6、 Verification opinions of joint sponsors
The joint sponsor verified the relevant documents related to the company’s external guarantee plan in 2022, the documents of the meeting of the board of directors and the independent opinions of independent non-executive directors on the matter. After verification, the co sponsor believes that the guarantee plan meets the requirements of laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange, complies with the provisions of the articles of association, and does not harm the interests of the company and shareholders. The guarantee plan has been reviewed and approved by the board of directors of the company, the independent non-executive directors have expressed their independent opinions, and the internal review procedures comply with the provisions of laws, regulations and relevant documents. In conclusion, the co sponsors have no objection to the company’s external guarantee plan in 2022.
(no text below)
Basic information of the guaranteed
(December 31, 2021 / year 2021)
Unit: RMB million
Significant or significant impact on the business scope of the name of the guaranteed company, total assets, total liabilities, bank current net assets, operating net profit, asset holder’s solvency, loan liability income liability ratio, or Have matters
Provide voice and
Roaming service of China Mobile International Co., Ltd
Internet business in Hong Kong, China 189614774 0 369014187142671194 25.2% none
And various value-added
business
China Mobile Hubei telecom operation 4179411521 01046730273249964934 27.6% none
North Co., Ltd
China Mobile Hunan Telecom Operation 4390615369 01356228537251033010 35.0% none
South Co., Ltd
China Mobile Hebei telecom operation 4782817062 01611630766245142248 35.7% none
North Co., Ltd
China Mobile Communications Group Jiangxi telecom operation 3598616370015907 1961621639 367045.5% none
West Co., Ltd
China Mobile cloud China Yunnan Telecom Operation 5192622707 02119529219294405605 43.7% none
South Co., Ltd
Significant or significant impact on the business scope of the name of the guaranteed company, total assets, total liabilities, bank current net assets, operating net profit, asset holder’s solvency, loan liability income liability ratio, or Have matters
China Mobile Communications Group Ning China Ningxia telecom operation 66145956 0 56676583275 – 595 9
