China International Capital Corporation Limited(601995) Citic Securities Company Limited(600030)
About China Mobile
Special verification opinions on the deposit and actual use of raised funds in 2021
China International Capital Corporation Limited(601995) , Citic Securities Company Limited(600030) (hereinafter referred to as “joint sponsor”) as the joint sponsor and continuous supervision organization of China Mobile Co., Ltd. (hereinafter referred to as “China Mobile” or “the 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 guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange No. 11 – continuous supervision and other relevant provisions, A special verification was conducted on the deposit and use of the raised funds of China Mobile in 2021. The verification results are as follows:
1、 Basic information of raised funds
According to the resolution of the board of directors held on May 17, 2021 and the resolution of the special general meeting of shareholders held on June 9, 2021, and the reply on Approving the initial public offering of shares by China Mobile Co., Ltd. (CSRC license [2021] No. 3902) issued by China Securities Regulatory Commission, the company is approved to publicly issue no more than 845700000 ordinary shares (A shares) (before exercising the over allotment option), No more than 972555000 ordinary shares (A shares) in RMB (if the over allotment option is exercised in full) and listed on the Shanghai Stock Exchange. On January 5, 2022, the company completed the initial public offering of RMB common shares (A shares) and listed on Shanghai Stock Exchange (hereinafter referred to as “this offering”). The 845700000 RMB common shares (A shares) issued this time were paid in RMB at the issue price of 57.58 yuan per share, totaling 4869540 Shanghai Pudong Development Bank Co.Ltd(600000) yuan. The company received a total of 4869540 Shanghai Pudong Development Bank Co.Ltd(600000) yuan of raised funds. After deducting the issuance expenses from the above-mentioned raised funds, the net amount of the company’s raised funds is RMB 4812209145760. 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 (2021) No. 1273).
As of December 31, 2021, the balance of the company’s special account for raised funds was 4869540 Shanghai Pudong Development Bank Co.Ltd(600000) yuan. The company has not used the raised funds in 2021.
2、 Management of raised funds
In order to standardize the management and use of the company’s raised funds, improve the use efficiency of the raised funds and effectively protect the interests of investors, In accordance with the notice of the general office of the State Council Transmitting several opinions of the CSRC on the pilot of domestic issuance of shares or depositary receipts by innovative enterprises, the measures for the implementation of continuous supervision after the listing of domestic issuance of shares or depositary receipts by innovative enterprises (for Trial Implementation), the stock Listing Rules of Shanghai Stock Exchange and relevant laws, regulations and normative documents on the management of raised funds, In combination with the articles of association of China Mobile Co., Ltd. and the actual situation of the company, formulate the measures for the management of funds raised by China Mobile Co., Ltd. According to the measures, the company will deposit the raised funds in a special account.
All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company has signed the tripartite supervision agreement on the storage of special account for raised funds with the joint sponsor and the commercial bank storing the raised funds. There is no significant difference between the contents of the above agreement and the tripartite supervision agreement (model) on the storage of special account for raised funds formulated by Shanghai Stock Exchange.
As of December 31, 2021, the deposit of the company’s special account for raised funds is as follows:
Unit: RMB
RMB balance of the account number of the opening bank of the special account for raised funds
China Merchants Bank Co.Ltd(600036) Beijing Branch Shouti sub branch nra1109210191108884869540 Shanghai Pudong Development Bank Co.Ltd(600000)
Total – 4869540 Shanghai Pudong Development Bank Co.Ltd(600000)
3、 Actual use of raised funds this year
(I) use of funds for projects invested with raised funds
As of December 31, 2021, the company has not used the raised funds in 2021.
(II) advance investment and replacement of raised investment projects
As of December 31, 2021, the company has not used the raised funds to replace the funds invested in advance in 2021.
(III) temporary replenishment of working capital with idle raised funds
As of December 31, 2021, the company has not used idle raised funds to temporarily supplement working capital.
(IV) cash management and investment related products of temporarily idle raised funds
As of December 31, 2021, the company has not used idle raised funds for cash management or investment in related products.
(V) permanent replenishment of working capital or repayment of bank loans with over raised funds
As of December 31, 2021, the company did not permanently supplement working capital or repay bank loans with over raised funds.
(VI) use of over raised funds for projects under construction and new projects (including acquisition of assets, etc.)
As of December 31, 2021, the company has not used the over raised funds for projects under construction and new projects (including the acquisition of assets, etc.).
(VII) use of surplus raised funds
Not applicable.
(VIII) other uses of raised funds
Not applicable.
4、 Change the use of funds of raised investment projects
As of December 31, 2021, the company has not changed the investment projects with raised funds, nor has it transferred or replaced the investment projects with raised funds.
5、 Problems in the use and disclosure of raised funds
In 2021, the company deposited, used and managed the raised funds in strict accordance with the measures for the management of raised funds, the tripartite supervision agreement on the storage of raised funds in the special account and the provisions of relevant laws and regulations, and fulfilled relevant obligations, and there were no violations of laws and regulations.
The information disclosure of the company’s raised funds is not timely, untrue, inaccurate or incomplete.
6、 Other situations
The exercise period of the company’s over allotment option has expired on February 7, 2022. According to the issuance price of 57.58 yuan / share, the company issued 57067867 A shares on the basis of 845700000 A shares initially issued, accounting for about 6.75% of the number of shares initially issued. The total amount of raised funds from over allotment and issuance was 328596778186 yuan. The company actually received 328596778186 yuan of raised funds through over allotment and issuance. The net amount of raised funds after deducting 3417977172 yuan of over allotment and issuance expenses from the total amount of funds raised by over allotment and issuance of the company was 325178801014 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).
The total amount of the final funds raised by the company in this issuance is 5198137378186 yuan. After deducting the issuance expenses of 60749431412 yuan, the net amount of funds raised is 5137387946774 yuan.
7、 Concluding comments on the special verification report issued by the co sponsors
The co sponsors China International Capital Corporation Limited(601995) , Citic Securities Company Limited(600030) believe that, The deposit and use of the company’s raised funds in 2021 comply with the requirements of relevant laws and regulations, such as the measures for the administration of securities issuance of listed companies, the Listing Rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, etc, The raised funds have been deposited and used in a special account, and there is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
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Annex I:
Comparison table of use of raised funds
Year 2021
Prepared by: China Mobile Co., Ltd. unit: RMB 100 million
Total amount of raised funds (Note 1) 481.22 total amount of raised funds invested in this year (Note 2) 0
The total amount of raised funds with changed purposes is not applicable
The raised funds with changed purposes have been invested in the total amount of raised funds 0
Total proportion not applicable
Items that have been changed up to the end of the period, After adjustment of the raised funds, whether the cumulative investment by the end of the period is feasible by the end of the period to the scheduled current year is the total amount of committed investment projects including part of the total amount of committed investment, the amount of committed investment, the cumulative investment amount of the current year and the total amount of changes expected to occur (Note 3) (1) input amount (2) promise investment (%) (4) significant change in benefits on the day of status (e.g. difference of (Note 3) (Note 3) amount = (2) / (1) periodic) (3) = (2)- (1)
5g boutique network construction project no 273.13 273.13 273.13 0 – 273.13 0 not applicable in 2022 not applicable no
New infrastructure of cloud resources no 68.75 68.75 68.75 0 -68.75 0 not applicable in 2023 not applicable no construction project
Gigabit smart home construction project no 42.97 42.97 42.97 0 -42.97 0 not in 2023
