Stock Code: 600941 stock abbreviation: China Mobile Announcement No.: 2022015 China Mobile Co., Ltd
Announcement on the signing of financial service agreement and related party transactions by China Mobile Communications Group Finance Co., Ltd
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.
Important content tips:
Daily related party transactions between China Mobile Communications Group Finance Co., Ltd. (hereinafter referred to as “China mobile finance company”), a subsidiary of China Mobile Limited (hereinafter referred to as “the company”) and China Mobile Communications Group Co., Ltd. (hereinafter referred to as “China Mobile Group Company”) and China iron tower Co., Ltd. (hereinafter referred to as “China iron tower”), It has been deliberated and approved by the board of directors of the company, and the related directors have avoided voting on relevant matters. It is not necessary to submit it to the general meeting of shareholders for deliberation. The daily connected transactions between China mobile finance corporation and related parties follow the principles of openness, fairness, impartiality and voluntariness, which is conducive to the company’s daily production and operation; It is conducive to improving the company’s capital use efficiency, reducing settlement expenses, reducing interest expenses and obtaining financial support, which meets the needs of the company’s operation and development. Such related party transactions do not harm the interests of the company and minority shareholders, and have no adverse impact on the current and future financial status and operating results of the company.
1、 Basic information and deliberation procedures of daily connected transactions
On March 23, 2022, China mobile finance signed the financial service agreement with China Mobile Group and China Tower respectively, with the service period from January 1, 2022 to December 31, 2024.
(I) review procedures for the performance of daily connected transactions
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. 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 and China Mobile Group Corporation and China Tower from 2022 to 2024 are expected to exceed 0.1% of the company’s total audited assets by the end of 2021, which have been reviewed by the board of directors of the company and do not need to be submitted to the general meeting of shareholders of the company for review.
(II) actual occurrence of daily connected transactions
Unit: RMB 100 million
Daily related party transactions of related parties 20192020 2021
Actual amount actual amount actual amount
Maximum daily deposit in the company’s finance
China Mobile Group Corporation and deposit balance (including accrued interest)
Other financial services of subsidiaries
0.03 0.01 0.003
The maximum daily deposit in China mobile finance company is 1.10 25.22 0.23
China Tower deposit balance (including accrued interest)
The daily maximum obtained from China mobile finance company is 111.10 75.23 25.22
Loan balance (including accrued interest)
Note: excluding China Mobile and its subsidiaries within the scope of consolidated statements, the same below.
(III) estimated amount and category of daily connected transactions
The annual maximum amount of various services within the validity period of the financial services agreement is as follows:
Unit: RMB 100 million
Daily connected transactions of related parties 2022 ceiling 2023 ceiling 2024 ceiling
The maximum daily deposit in China mobile finance company is 600.00 700.00 700.00
China Mobile Group Corporation and deposit balance (including accrued interest)
Other financial services of subsidiaries
10.00 25.00 40.00
The maximum daily deposit in China mobile finance company is 0.40 0.40 0.40
Deposit balance (including accrued interest)
Daily maximum 40.00 40.00 40.00 from China mobile finance
China Tower loan balance (including accrued interest)
Other financial services 9.60 9.60 9.60
Including: service charge 0.10 0.10 0.10
During the term of validity of the financial services agreement, 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.), and the above business varieties will be recycled within the credit line.
During the term of validity of the financial services agreement, 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 pricing principles of related party transactions
According to the financial service agreement signed by China Mobile Finance Corporation (as Party B), China Mobile Group Corporation and China Tower (as Party A), the financial services provided by China Mobile Finance Corporation to China Mobile Group Corporation, its subsidiaries and China Tower are as follows:
(I) service content
1. Deposit business
Party A shall open a deposit account with Party B and deposit the funds into the deposit account opened by China mobile finance company in 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 provides loan services to Party A according to the business and development needs of Party A 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 according to the instructions and requirements of Party A, 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.
(II) pricing principle
1. Deposit business
The interest rate of deposit received 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 deposit benchmark interest rate (if any) issued by the people’s Bank of China from time to time and the interest rate determined by Party A’s main cooperative commercial banks to provide Party A with deposit services of the same type in the same period, and shall be carried out in accordance with the general commercial terms.
2. Loan business and bill discount
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 Party A’s main cooperative commercial banks to provide the same type of loan and bill discount services for the same type of enterprises in the same period, and shall be carried out in accordance with the general commercial terms.
3. Other financial services
The fees charged by Party B for providing the above-mentioned other financial services to Party A 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 fee standards charged by Party A’s main cooperative commercial banks for providing other financial services of the same kind to Party A, and shall be carried out in accordance with the general commercial terms.
4、 Impact on Listed Companies
The daily connected transactions between the company and related parties follow the principles of openness, fairness, impartiality and voluntariness, which is conducive to the daily production and operation of the company; It is conducive to improving the company’s capital use efficiency, reducing settlement expenses, reducing interest expenses and obtaining financial support, which meets the needs of the company’s operation and development. Such related party transactions do not harm the interests of the company and minority shareholders, and have no adverse impact on the current and future financial status and operating results of the company.
It is hereby announced.
Board of directors of China Mobile Co., Ltd. March 23, 2022
