China International Capital Corporation Limited(601995) Citic Securities Company Limited(600030)
About China Mobile
Verification opinions on matters related to related party transactions of the finance company
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 relevant provisions 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, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 – transactions and related party transactions, and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, The related party transactions of the company’s holding subsidiary China Mobile Communications Group Finance Co., Ltd. (hereinafter referred to as “China mobile finance company”) were verified. The verification results are as follows: I. Basic information of related party transactions of China mobile finance company
On March 23, 2022, China Mobile Finance Corporation signed the financial service agreement with China Mobile Communications Corporation Limited (hereinafter referred to as “China Mobile Corporation”) and China iron tower Co., Ltd. (hereinafter referred to as “China iron tower”), with the service period from January 1, 2022 to December 31, 2024. (I) relevant review procedures of the financial services agreement
On March 23, 2022, the board of directors of the company deliberated and approved the proposal on signing financial service agreement and related party transactions by China Mobile Communication Group Finance Co., Ltd. Related directors Mr. Yang Jie, Mr. Dong Xin and Mr. Li ronghua have avoided voting on relevant matters in accordance with relevant regulations.
Before being submitted to the board meeting for deliberation, the proposal has been approved in advance by the independent non-executive directors of the company and issued independent opinions: after review, the financial service business carried out by China Mobile Finance Corporation, China Mobile Group Corporation and China Tower is a normal commercial service, which is conducive to improving the efficiency of the use of funds of the company; The financial services agreement signed by both parties is based on the needs of business operation. It follows the principles of openness, fairness, impartiality and voluntariness. The pricing is fair and reasonable. There is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. It is in line with the overall interests of the company and shareholders. We agree to the proposal.
The audit committee of the company issued verification opinions and considered that the pricing of these related party transactions was fair, the decision-making procedures were in compliance, and there was no damage to the interests of the company and other shareholders, especially minority shareholders. Therefore, it agreed to the above related party transactions.
The daily related party transactions between the company, China Mobile Group Corporation and China Tower from 2022 to 2024 have been reviewed by the board of directors of the company. According to the stock listing rules of Shanghai Stock Exchange and other relevant regulations, it is not necessary to submit them to the general meeting of shareholders for review.
(II) actual occurrence in previous years
In 2019, 2020 and 2021, the actual related party transactions between China Mobile Finance Corporation, China Mobile Group Corporation and its subsidiaries and China Tower are as follows:
Unit: 100 million yuan
Daily related party transactions of related parties actual amount in 2019 actual amount in 2020 actual amount in 2021
The daily maximum deposit balance of China Mobile Group and high deposit balance (including accrued interest) deposited in China mobile finance company is 254.68 395.41 342.39
Other financial services of subsidiaries
0.03 0.01 0.003
The daily maximum deposit balance of 1.10 25.22 0.23 China Tower deposited in China mobile finance company (including accrued interest)
Daily maximum loan balance of 111.10, 75.23 and 25.22 obtained from China mobile finance company (including accrued interest)
(III) forecast of related party transactions in future years
The annual maximum amount of various services during the validity period of the financial services agreement is as follows:
Unit: 100 million yuan
Daily connected transactions of related parties 2022 ceiling 2023 ceiling 2024 ceiling
Daily maximum 600.00 700.00 700.00 China Mobile Group and high deposit balance (including accrued interest) deposited in China mobile finance company
Other financial services of subsidiaries
10.00 25.00 40.00
Daily maximum 0.40 0.40 0.40 deposit balance (including accrued interest) deposited in China mobile finance company
Daily maximum 40.00 40.00 40.00 loan balance (including accrued interest) obtained by China Tower from China Mobile Finance Corporation
Other financial services 9.60 9.60 9.60
Daily connected transactions of related parties 2022 ceiling 2023 ceiling 2024 ceiling
Including: service charge 0.10 0.10 0.10
During the term of validity of the financial services agreement signed with China Mobile Group Corporation, China Mobile Finance Corporation will provide credit lines of no more than RMB 1 billion, RMB 2.5 billion and RMB 4 billion to China Mobile Group Corporation and its subsidiaries in 2022, 2023 and 2024, respectively, for credit business varieties of other financial services (including bill discount, financial leasing, etc.), The above business types are recycled within the credit line.
During the validity period of the financial services agreement signed with China Tower, China Mobile Finance Corporation will provide credit lines of no more than RMB 4.95 billion, RMB 4.95 billion and RMB 4.95 billion to China Tower in 2022, 2023 and 2024, respectively, for loan services and other financial services (including bill discount). The above business types will be recycled within the credit line. 2、 Introduction to related parties and related relationships
(I) basic information of related parties
1. China Mobile Group Corporation
China Mobile Group Corporation was established on July 22, 1999 with a registered capital of RMB 300000 million and a registered address of No. 29, Financial Street, Xicheng District, Beijing. The state owned assets supervision and Administration Commission of the State Council and the National Social Security Fund Council hold 90% and 10% of the shares of China Mobile Group Corporation respectively. The business scope of China Mobile Group includes: basic telecom business; Value added telecommunication services; Internet audio-visual program service, mobile TV distribution service and IPTV transmission service; Producing and distributing radio and television programs; Operate system integration, roaming settlement and clearing, technology development, technical services, advertising business, equipment sales and import and export business related to information and communication business; Investment and management of state-owned assets; Business training and conference services; Design and produce advertisements and publish advertisements by using its own media.
2. China Tower
China iron tower was established on July 15, 2014 with a registered capital of 17 Chongqing Wanli New Energy Co.Ltd(600847) 1000 yuan. Its registered address is China Iron Tower Industrial Park, No. 9, dongran North Street, Haidian District, Beijing. China Mobile Communications Co., Ltd., a wholly-owned subsidiary of the company, holds 27.93% of its shares. China Tower is mainly engaged in the construction, maintenance and operation services of communication tower.
(II) relationship with listed companies
1. China Mobile Group Corporation
China Mobile Group is the actual controller of the company. According to the relevant provisions of item (I), paragraph 1, article 6.3.3 of the Listing Rules of Shanghai Stock Exchange, China Mobile Group is the affiliated legal person of the company.
2. China Tower
Mr. Gao Tongqing, the deputy general manager of the company, serves as the non-executive director of China Tower. According to the relevant provisions of item (III) of paragraph 1 of article 6.3.3 of the stock listing rules of Shanghai Stock Exchange, China Tower is an affiliated legal person of the company. 3、 Main contents and implementation of financial services agreement
(I) main contents of the financial services agreement with China Mobile Group Corporation
Party A: China Mobile Communications Group Co., Ltd
Party B: China Mobile Communications Group Finance Co., Ltd
1. Service content
Party A can provide the following financial services to Party B:
(1) Deposit business
Party A’s group shall open a deposit account with Party B and deposit the funds into the deposit account opened with Party B based on the principle of free access. The deposit forms can be current deposit, time deposit, notice deposit, agreement deposit, etc.
(2) Loan business
Means that Party B, in accordance with the operation and development needs of Party A’s group, on the premise of complying with relevant national laws and regulations,
(3) Other financial services
Means that Party B will provide other financial services within its business scope to Party A’s group according to the instructions and requirements of Party A’s group, including but not limited to handling bill discount; Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; Handling entrusted loans and entrusted investments; Consumer credit, buyer’s credit and financial leasing of products of member units; Underwriting corporate bonds; Extend the industrial chain, financial services, etc.
2. Trading limit
The annual maximum amount of various services provided by Party B to Party A’s group during the validity of the agreement is as follows:
Unit: 100 million yuan
Business type 20222023 2024
The maximum daily balance of 600.00 700.00 700.00 deposited by Party A’s group with Party B (including accrued interest)
Other financial services 10.00 25.00 40.00
During the term of validity of this financial services agreement, Party B will provide Party A’s group with a credit line of no more than RMB 1 billion, RMB 2.5 billion and RMB 4 billion respectively in 2022, 2023 and 2024, which will be used for credit business varieties of other financial services (including bill discount, financial leasing, etc.), and the above business varieties will be recycled within the credit line.
3. Pricing principle
(1) About deposits
1) The interest rate of deposits absorbed by Party B shall comply with the relevant requirements of the people’s Bank of China and the interest rate self regulatory organization, with reference to the benchmark interest rate of deposits (if any) issued by the people’s Bank of China from time to time and the interest rate determined by the main cooperative commercial banks of Party A’s group to provide the same kind of deposit services for the same period to Party A’s group, and shall be carried out in accordance with the general commercial terms. 2) For specific matters related to deposit services, both parties shall sign a specific agreement separately, and the specific agreement must comply with the principles, terms and applicable regulatory rules under this agreement.
(2) About loans and bill discounting
1) The interest rate of Party B’s loan and bill discount shall meet the relevant requirements of the people’s Bank of China and the interest rate self regulatory organization, with reference to the loan market quotation interest rate (LPR) issued by the people’s Bank of China from time to time and the interest rate determined by the main cooperative commercial banks of Party A’s group to provide the same kind of loans and bill discount services for the same type of enterprises within the same period, and shall be carried out in accordance with the general commercial terms.
2) Specific matters related to loan and bill discount services shall be separately agreed by both parties, and the specific agreement must comply with the principles, terms and applicable regulatory rules under this agreement.
(3) About other financial services
1) The fees charged by Party B for providing the above-mentioned other financial services to Party A’s group shall comply with the charging standards (if applicable) issued by the people’s Bank of China or stipulated by the China Banking and Insurance Regulatory Commission and other regulatory authorities, and shall refer to the handling fees charged by the main cooperative commercial banks of Party A’s group for providing other financial services of the same kind to Party A’s group, and shall be carried out in accordance with the general commercial terms.
2) For specific matters related to other financial services, both parties shall sign a specific agreement separately, and the specific agreement must comply with the principles, terms and applicable regulatory rules under this agreement.
4. Performance and risk control of the agreement
(1) If any transaction under this agreement needs to fulfill the obligation of disclosure, Party A and Party B shall cooperate with the other party to disclose in accordance with the applicable regulatory rules.
(2) Both parties hereby confirm that both parties are obliged to further take other necessary actions and measures, including signing
