Stock Code: 600941 stock abbreviation: China Mobile Announcement No.: 2022027 China Mobile Co., Ltd
Change of executive director and independent non-executive director
And adjust the announcement of the members of the special committee of the board of directors
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 legal responsibility for the authenticity, accuracy and completeness of its contents.
1、 Resignation of independent non-executive director
According to the articles of association of China Mobile Co., Ltd. (hereinafter referred to as the “articles of association”), Dr. Zheng Muzhi and Mr. Zhou Wenyao, independent non-executive directors of China Mobile Co., Ltd. (hereinafter referred to as the “company”) have retired by rotation at the 2022 annual general meeting held on May 18, 2022. Dr. Zheng Muzhi was not re elected because he wanted to invest more time in other businesses, and Mr. Zhou Wenyao was not re elected because of his age.
Therefore, the board of directors of the company announced that Dr. Zheng Muzhi resigned as the independent non-executive director, member of the audit committee, member of the nomination committee and chairman of the Remuneration Committee of the company; The resignation of Mr. Zhou Wenyao as an independent non-executive director, member of the audit committee, chairman of the nomination committee and member of the Remuneration Committee of the company shall take effect after the end of the 2022 annual general meeting held on May 18, 2022. Upon resignation, Dr. Zheng Muzhi and Mr. Zhou Wenyao ceased to hold any position in the company.
Dr. Zheng Muzhi and Mr. Zhou Wenyao have confirmed that they have no different opinions from the board of directors, and there is no need to notify the shareholders of the company about any matter of their resignation.
The board of directors would like to highly evaluate and deeply thank Dr. Zheng Muzhi and Mr. Zhou Wenyao for their outstanding contributions to the company.
2、 Appointment of executive director and independent non-executive director
On May 5, 2022, the company issued the notice and proposal for convening the third board meeting in 2022 to all directors, and held the meeting in the form of video and telephone conference on May 18, 2022. The resolution passed the proposal on the appointment of directors. Upon the proposal of the nomination committee of the company and the deliberation and approval of the board of directors, Mr. Li Pizheng has been appointed as the executive director of the company, and Mr. Li Jiashi and Ms. Liang gaomeiyi have been appointed as independent non-executive directors, members of the audit committee, members of the nomination committee and members of the Remuneration Committee of the company respectively, which will take effect from May 18, 2022. Please refer to the appendix of this announcement for the resumes of relevant personnel.
The company has no service contract with Mr. Li Pizheng, Mr. Li Jiashi or Ms. Liang gaomei Yi for a specific service term. Mr. Li Pizheng, Mr. Li Jiashi and Ms. Liang gaomeiyi will retire and be re elected by rotation at the annual general meeting of the company in accordance with the provisions of the articles of association of the company. Upon the recommendation of the board of directors, Mr. Li Pizheng, Mr. Li Jiashi and Ms. Liang gaomeiyi will each receive a director’s remuneration of HK $180000 per year approved by the shareholders of the company; Mr. Li Jiashi and Ms. Liang gaomei Yi will also receive their respective remuneration of HK $150000, HK $50000 and HK $60000 per year as members of the audit committee, nomination committee and Remuneration Committee of the company. If the service is less than one year, such remuneration shall be paid in proportion to the service time. The remuneration of Mr. Li Pizheng, Mr. Li Jiashi and Ms. Liang gaomeiyi is determined by the board of directors with reference to their respective positions, responsibilities and experience and current market conditions. Mr. Li Pizheng has voluntarily waived his director’s remuneration of HK $180000 per year.
Except as disclosed above, Mr. Li Pizheng, Mr. Li Jiashi and Ms. Liang gaomeiyi have no relationship with other directors, senior managers, major shareholders or controlling shareholders of the company. As of the date of this announcement, Ms. Liang gaomeiyi holds 20000 shares of the company. Except as disclosed above, Mr. Li Pizheng, Mr. Li Jiashi and Ms. Liang gaomei do not have any interest in shares of the company within the meaning of Part XV of the securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong.
Except as disclosed above, with respect to the appointment of Mr. Li Pizheng, Mr. Li Jiashi and Ms. Liang gaomei Yi, there is no other information or any other matter that needs to be disclosed in accordance with rule 13.51 (2) of the Securities Listing Rules of the stock exchange of Hong Kong Limited to be brought to the attention of the shareholders of the company.
The company hereby welcomes Mr. Li Pizheng, Mr. Li Jiashi and Ms. Liang gaomei Yi to join the board of directors.
3、 Adjustment of members of the audit committee, nomination committee and Remuneration Committee
In addition to the above, the board of directors also announced that, based on the work arrangement of the special committee of the board of directors, after consideration and approval by the board of directors:
(1) Mr. Yao Jianhua, the independent non-executive director of the company, has been appointed as the chairman of the Remuneration Committee of the company with effect from May 18, 2022. In addition to the directors’ remuneration of HK $180000 per year and the remuneration of HK $180000 and HK $50000 per year as the chairman of the audit committee and members of the nomination committee of the company, Mr. Yao Jianhua will receive the remuneration of HK $80000 per year as the chairman of the Remuneration Committee of the company;
(2) Dr. Yang Qiang, the independent non-executive director of the company, has been appointed as the chairman of the nomination committee and a member of the Remuneration Committee of the company with effect from May 18, 2022. In addition to the directors’ remuneration of HK $180000 per year and the remuneration of HK $150000 per year as a member of the audit committee of the company, Dr. Yang Qiang will receive the remuneration of HK $65000 and HK $60000 per year as the chairman of the nomination committee and a member of the Remuneration Committee of the company, respectively. Dr. Yang Qiang has voluntarily waived all of his directors’ remuneration.
It is hereby announced.
Board of directors of China Mobile Co., Ltd. May 18, 2022
Appendix resume of Mr. Li Pizheng, 57 years old, is a director of China Mobile Communication Group Co., Ltd. and China Mobile Communication Co., Ltd., the ultimate controlling shareholder of the company. Mr. Li has successively served as deputy director of Shaanxi Post Bureau, director of the Information Technology Bureau of the State Post Bureau, director of the Information Technology Bureau of China Post Group Corporation (restructured into China Post Group Co., Ltd. in 2019) (hereinafter referred to as “China Post”), general manager of Anhui post company, chairman of Anhui Post Express Logistics Co., Ltd., deputy general manager of China Post, and director of China Post. Mr. Li received his Bachelor of engineering degree from Beijing Institute of Posts and telecommunications in 1980 and his master of business administration from Xi’an Jiaotong University in 1998. Mr. Li is also a professor level senior engineer with more than 30 years of experience in the postal and telecommunications industries.
The company is convinced that Mr. Li’s rich experience and valuable professional knowledge in the telecommunications industry can make an important contribution to the company. Resume of Mr. Li Jiashi Mr. Li Jiashi, JP, 62, has been a partner of Hu Guan Li Luo law firm since 1989. He is now a non-executive director of safe warehouse Co., Ltd. and Caixing Group Co., Ltd., an independent non-executive director of Hejing Taifu Group Holding Co., Ltd. and the company secretary of Shenzhen Holding Co., Ltd., all of which are listed in Hong Kong. Mr. Li is also one of the candidate chairmen of the listing Review Committee of the stock exchange of Hong Kong Limited, a member of the innohk Steering Committee of the innovation and Technology Commission, the chairman of the Appeal Tribunal Panel (buildings), the convener of the financial reporting review panel of the Hong Kong Financial Reporting Bureau and a member of the public welfare fund raising Committee of Hong Kong. Mr. Li used to be a non-executive director of Wutong International Development Co., Ltd. (formerly known as Yugang International Co., Ltd.) (listed in Hong Kong), hehe Industry Co., Ltd. (listed in Hong Kong before privatization in 2019), Tianli Industry International (Group) Co., Ltd. (listed in Hong Kong) and Shiyao Group Co., Ltd. (listed in Hong Kong), And independent non-executive directors of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. (listed in Hong Kong and Shanghai) and Seagate Global Holdings Limited (listed in Hong Kong). Mr. Li is a qualified lawyer in Hong Kong, England and Wales, Singapore and the Australian capital region. He obtained a Bachelor of law degree and a professional certificate in law from the University of Hong Kong in 1982 and 1983 respectively. The company is convinced that Mr. Li’s rich experience and valuable professional knowledge in legal supervision can make an important contribution to the company.
Resume of Ms. Liang gaomeiyi Ms. Liang gaomeiyi SBS, JP, 69, is now an independent non-executive director of first Pacific Limited (listed in Hong Kong), Sun Hung Kai Real Estate Development Co., Ltd. (listed in Hong Kong) and Agricultural Bank Of China Limited(601288) (listed in Hong Kong and Shanghai). Ms. Liang is a member of the National Committee of the Chinese people’s Political Consultative Conference, vice chairman of the Art Development Advisory Committee of the Home Affairs Bureau, member of the Public Service Commission, member of the Advisory Committee on the after service work of the former chief executive and politically appointed officials, non ex officio member of the Hong Kong Law Reform Commission, director of the Hong Kong Jockey Club, member of the Council of the University of Hong Kong, treasurer Chairman of the Finance Committee and member of the human resources policy committee. Ms. Liang was the group general manager and global co head of industrial and commercial business of HSBC Holdings Limited (listed in London, Hong Kong, Bermuda and New York), the vice chairman and chief executive of Hang Seng Bank Limited (listed in Hong Kong), and the vice chairman, managing director and chief executive of Chong Hing Bank Limited (listed in Hong Kong before privatization in 2021). In addition, Ms. Liang was an independent non-executive director of Swire Co., Ltd. (listed in Hong Kong), Hutchison Whampoa Co., Ltd. (listed in Hong Kong before the restructuring in 2015), China Construction Bank Corporation(601939) (listed in Hong Kong and Shanghai), QBE Insurance Group Limited (listed in Australia), Hong Kong exchanges and Clearing Co., Ltd. (listed in Hong Kong) and Li Fung Co., Ltd. (listed in Hong Kong before privatization in 2020). MS Leung received her bachelor’s degree in economics, accounting and business administration from the University of Hong Kong in 1975. The company is convinced that Ms. Liang’s rich experience and valuable professional knowledge in finance and economics can make an important contribution to the company.
