Stock Code: 600941 stock abbreviation: China Mobile Announcement No.: 2022016
China Mobile Co., Ltd
Announcement on daily connected transactions
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:
The daily related party transactions between China Mobile Co., Ltd. (hereinafter referred to as “the company”) and China Mobile Communications Group Co., Ltd. (hereinafter referred to as “China Mobile Group”) and China iron tower Co., Ltd. (hereinafter referred to as “China iron tower”) have been reviewed and approved by the board of directors of the company respectively. The above daily connected transactions need not be submitted to the general meeting of shareholders for deliberation.
The above-mentioned daily connected transactions are normal business transactions required by the company’s business activities. They are market-oriented choices made on the basis of maximizing benefits and optimizing business efficiency. Both parties of the transaction cooperate professionally and complement each other’s advantages. Daily connected transactions shall be conducted in accordance with the principles of openness, fairness and impartiality, and there is no situation that damages the interests of both parties. Related party transactions will not have an adverse impact on the company’s financial status and operating results, which is in line with the overall interests of the company and shareholders.
1、 Basic information and deliberation procedures of daily connected transactions
(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 the estimated daily connected transactions of the company in 2022, and approved the upper limit of the estimated amount of daily connected transactions between the company and China Tower in 2022. Before the board of directors, the company reported to the independent non-executive director, who made a prior approval opinion and issued an independent opinion: after review, the company and related parties have a mutually beneficial and win-win relationship of equality and reciprocity. The company’s daily connected transactions are services or transactions provided or received based on the company’s business characteristics and normal business activities, and follow the principle of fairness and voluntariness, The related party transaction agreement is concluded in accordance with the general commercial terms or better commercial terms, and the pricing is fair and reasonable, which is conducive to the development of the company’s business and the improvement of the company’s comprehensive competitiveness; The annual upper limit of related party transactions is reasonable, there is no damage to the interests of the company and shareholders (especially minority shareholders), which is in line with the overall interests of the company and shareholders; Related party transactions do not affect the independence of the company, and the main business of the company does not rely on related parties due to related party transactions. Agree to the proposal.
The audit committee of the company issued verification opinions and held that these connected transactions belong to the normal transaction behavior of the company and meet the needs of the company’s operation and development; Related party transactions follow the principles of fairness, impartiality, voluntariness and good faith. The transaction pricing is fair and reasonable, and there is no damage to the legitimate rights and interests of the company and shareholders (especially minority shareholders). The daily related party transactions between the company and China Tower in 2022 are expected to have an upper limit of 41 billion yuan, exceeding 0.1% of the company’s audited total assets by the end of 2021. They have been deliberated 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 deliberation.
The four daily related party transactions between the company and China Mobile in 2022, including property leasing, communication facilities construction services, power supporting and other network assets and resources leasing, and computer room and transmission pipeline leasing, are expected to have a total ceiling amount of RMB 21.4 billion, exceeding 0.1% of the company’s total audited assets by the end of 2021, which has been deliberated by the board of directors of the company, It has been disclosed in accordance with the Securities Listing Rules of the stock exchange of Hong Kong Limited on January 3, 2022, and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
(II) execution of the previous daily connected transactions
The implementation of the company’s daily connected transactions in 2021 is as follows:
Unit: RMB 100 million
No. related party related party transaction content 2021 actual
Amount incurred
1 property leasing 16.41 China Mobile
2 communication network operation asset leasing 1 43.41 group company
3 communication facilities construction services 16.07
Revenue category: provide design, construction and maintenance services to China’s iron towers
5.69 services, property leasing and management services, and telecommunications services
4. China’s Tower expensed expenditure: leasing, maintenance and lump sum of tower related assets
Electricity charges, interest expenses of lease liabilities, etc. 273.24
The use right assets increased by 43.93%
(III) prediction of daily connected transactions
1. The leasing of communication network operation assets in 2021 shall be calculated according to the use fee of network assets. According to the business needs of the company, the lease agreement will be divided into two agreements: the lease of computer room and transmission pipeline and the lease of network assets and resources such as power facilities from 2022. According to the accounting standards for Business Enterprises No. 21 – lease, the lease of computer room and transmission pipeline will be calculated according to the right of use assets.
The estimated daily related party transactions of the company in 2022 are as follows:
Unit: RMB 100 million
Forecast for 2022
No. upper limit of related party transaction content of related party
1 property leasing 19
2 China mobile computer room and transmission pipeline leasing 110
3 group company 2 power supporting and other network asset resource leasing 65
4 communication facilities construction services 20
Revenue category: provide design, construction and maintenance services to China’s iron towers
10. Property leasing and management services, telecommunications services, etc
5. China’s Tower expensed expenditure: leasing, maintenance and lump sum of tower related assets
Electricity charges, interest expenses on lease liabilities, etc. 305
New use right assets 95
In order to understand the past situation, the following information is supplemented and disclosed: according to the accounting standards for Business Enterprises No. 21 – leasing, the related party transactions between the company and China Tower are based on the stock starting lease at the end of 2021, and the right to use assets are RMB 20.2 billion.
2、 Introduction and relationship of related parties
(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. The upper limit of the estimated amount of property leasing, computer room and transmission pipeline leasing in 2022 is the total value of use right assets calculated in accordance with the accounting standards for Business Enterprises No. 21 – leasing; The lease of network asset resources such as power supporting facilities is the expenditure of network asset use fee; The construction service of communication facilities is the income of the company from providing relevant services.
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. (hereinafter referred to as “China Mobile Communications”, 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
(I) China Mobile Corporation
1. Property leasing
(1) Transaction content: the company and its subsidiaries, as one party, and China Mobile Group and its subsidiaries, as the other party, rent or lease a number of properties for the purpose of the company’s offices, business outlets and computer rooms, and provide property management services for the properties leased or sublet according to the agreement.
(2) Pricing principle: for the self owned property and the property leased by one party from a third party and sublet by it to the other party, the rent paid by either party or its subsidiaries for individual properties shall be determined according to one of the following criteria: ① the value assessed by an independent intermediary; ② Applicable market prices or charging standards obtained through open channels; Or ③ the price charged by the party or its subsidiaries to an independent third party. The rent paid by one party or its subsidiaries for subletting the property to the other party or its subsidiaries after being leased by a third party shall be determined according to the rent actually payable by the lessor or its subsidiaries to the third party. The company or China Mobile Group Corporation (as the case may be) has the right to adjust the number of leased properties under the property lease agreement from 2020 to 2022 according to its business needs.
The property management service fee shall be determined according to the same standard used to determine the rent paid by the self owned property.
(3) Payment arrangement: rent and property management service fees shall be paid in cash every six months.
(4) Validity of the agreement: the company and China Mobile Corporation signed the property lease agreement for 20202022, which is valid for three years from January 1, 2020 to December 31, 2022.
2. Communication facilities construction services
(1) Transaction content: the company and its subsidiaries provide China Mobile Corporation and its subsidiaries with: ① communication engineering planning, design and consulting services; ② Communication engineering construction services; And ③ communication facilities and equipment maintenance services.
(2) Pricing principle: the provision of communication facilities construction services by the company and its subsidiaries to China Mobile Corporation and its subsidiaries for individual projects will be subject to public bidding procedures. The selection of contractors in the public bidding process will be based on many factors such as price, technical capacity and comprehensive strength, and the service fee for the construction of communication facilities will also be determined in the public bidding process. The pricing of communication facilities construction services will be mainly based on the market rate determined through the public bidding process, and must comply with the corresponding standards specified in the applicable regulations, including the budget quota of generic cabling system of buildings and buildings, budget quota of mobile communication equipment installation (Revised) (XBG [2000] No. 904) Notice on further liberalizing the price of professional services of construction projects (fgjg [2015] No. 299) and notice on printing and distributing the budget quota, engineering cost quota and engineering budget preparation procedures of information and communication construction projects (gxbx [2016] No. 451). If the public bidding procedure is not applicable to individual projects, the selection criteria and pricing mechanism similar to those applicable to the public bidding procedure shall be adopted.
(3) Payment arrangement: the service fee of communication engineering planning, design and consulting services will be paid by installments or after the completion of service provision. The service fee for communication engineering construction services will be paid in cash by stages, usually 10% after the conclusion of the project employment contract and 7% during the construction period
