Stock Code: 600941 stock abbreviation: China Mobile Announcement No.: 2022029 China Mobile Co., Ltd
Announcement on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses
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.
Important content tips:
China Mobile Co., Ltd. (hereinafter referred to as “the company” or “the company”) used the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses, totaling 3671619425740 yuan, which is in line with the provisions on replacement within 6 months after the arrival of the raised funds. 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 approved by the approval on the approval of China Mobile’s initial public offering of shares (zjxk [2021] No. 3902) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), The issue price of the company’s initial public offering of ordinary shares (A shares) is 57.58 yuan per share, the initial issue number is 845700000 shares (before exercising the over allotment option), and the final issue number after exercising the over allotment option is 902767867 shares. The total amount of the final funds raised in this issuance is 5198137378186 yuan. After deducting the issuance expenses of 60749431412 yuan, the net amount of the funds raised is 5137387946774 yuan. PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) verified the availability of the above raised funds and issued “PwC Zhongtian Yan Zi (2021) No. 1273” and “PwC Zhongtian Yan Zi (2022) No. 0138” capital verification reports respectively. The company implements a special account for the raised funds, and 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. On December 28, 2021 and March 8, 2022, the company signed the tripartite supervision agreement on the special account storage of raised funds with the co sponsor and the commercial bank storing the raised funds on the raised funds before exercising the over allotment right and the raised funds including over allotment respectively. On April 22, 2022, the company, its wholly-owned subsidiary China Mobile Communications Co., Ltd., the joint sponsor and the commercial bank storing the raised funds signed the four party supervision agreement on the storage of the raised funds account respectively.
2、 Investment projects with raised funds
According to the fund-raising investment projects disclosed in the prospectus for initial public offering of RMB common shares (A shares) of China Mobile Co., Ltd., the company has allocated the raised funds to be invested in the project according to the scale of the project and the net amount of the raised funds. The use plan of the raised funds is as follows:
Unit: 100 million yuan
No. project name total investment amount investment amount of raised funds
1 5g boutique network construction project 983273.13
2 cloud resources new infrastructure construction project 161 68.75
3 Gigabit Zhijia construction project 116 42.97
4 smart Zhongtai construction project 150 42.97
5 new generation information technology R & D and digital intelligence ecological construction project 159 85.93
Total 1569513.74
Note: if the total data in this announcement is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding (the same below).
According to the prospectus of China Mobile’s initial public offering of RMB common shares (A shares), before the funds raised in this offering are in place, the company can use its own or self raised funds to invest in advance according to the progress of relevant investment projects with raised funds; After the raised funds are in place, the company will use the raised funds to replace the funds invested in advance.
3、 Advance investment of self raised funds into raised investment projects and payment of issuance expenses
(I) advance investment of self raised funds into projects invested with raised funds
In order to smoothly promote the implementation of the raised investment projects, the company has invested the raised investment projects with self raised funds in advance according to the actual situation of the project progress before the funds raised in this issuance are received. As of April 30, 2022, the actual amount invested by the company in advance with self raised funds is 3664930623061 yuan.
The company plans to use the raised funds to replace the investment projects invested in the raised funds in advance. The details are as follows:
The raised funds are up to April 30, 2022
The total amount of committed investment of sequential investment projects shall be invested in advance with self raised funds
No. (RMB 100 million) raised funds investment project amount
(RMB)
1 5g boutique network construction project 273.132597532102525
2 cloud resources new infrastructure construction project 68.75294721237545
3 Gigabit Zhijia construction project 42.97336253728667
4. Smart Zhongtai construction project 42.97199248539314
5 new generation information technology R & D and digital intelligence ecological construction 85.93237175015010 project
Total 513.743664930623061
(II) paid issuance expenses
The total issuance expenses of the raised funds are 60749431412 yuan, of which, as of April 30, 2022, the issuance expenses paid by the company with self raised funds are 6688802679 yuan, which is to be replaced with the raised funds.
4、 Review procedures for the replacement of raised funds
On May 18, 2022, the company held the fourth board meeting in 2022, deliberated and passed the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses. The independent non-executive director of the company expressed an independent opinion with explicit consent on this matter.
The company used the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses, and the replacement time is less than 6 months from the arrival time of the raised funds, which is in line with relevant laws and regulations and the relevant regulatory requirements of China Securities Regulatory Commission and Shanghai Stock Exchange. The replacement of the raised funds will not affect the normal progress of the investment projects of the raised funds, and there is no disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
5、 Description of special opinions
(I) assurance opinion of accounting firm
KPMG Huazhen Certified Public Accountants (special general partnership) has issued the assurance report on the report on the investment projects invested by China Mobile with self raised funds in advance (KPMG Huazhen Zhuan Zi No. 2200699) on May 18, 2022, The accounting firm believes that the report on the investment projects invested with raised funds in advance with self raised funds prepared by the company has been in accordance with 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) (CSRC announcement [2022] No. 15) and the report issued by Shanghai Stock Exchange in all major aspects The preparation basis of self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 – standardized operation (SZF [2022] No. 2) truthfully reflects the situation of China Mobile’s pre investment of raised funds in investment projects with self raised funds as of April 30, 2022 in all major aspects.
(II) verification opinions of the recommendation institution
After verification, the co sponsors China International Capital Corporation Limited(601995) , Citic Securities Company Limited(600030) believe that the company’s use of raised funds to replace self raised funds invested in advance and paid issuance expenses has been reviewed and issued by KPMG Huazhen Certified Public Accountants (special general partnership), which has been deliberated and approved by the board of directors of the company, and the independent non-executive director has expressed clear consent, The replacement time is less than 6 months from the arrival time of the raised funds, which meets the requirements of relevant laws and regulations such as the stock 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 by listed companies (revised in 2022), and the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation. The company’s use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and the issuance expenses paid will not affect the normal implementation of the raised funds investment projects, and there is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders. In conclusion, the co sponsors agree that the company will use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
(III) opinions of independent non-executive directors
The independent non-executive director believes that the company’s use of raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses The decision-making procedures comply with the relevant provisions on the management of raised funds of listed companies, such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation of listed companies of the CSRC. It meets the needs of the company’s strategic development and the interests of the company and all shareholders. There is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of the company’s shareholders. KPMG Huazhen Certified Public Accountants (special general partnership) has issued the assurance report on the report on the investment projects invested by China Mobile with self raised funds in advance (KPMG Huazhen zhuanzi No. 2200699) for this replacement. To sum up, we agree that the company will use the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid issuance expenses, with a total amount of 3671619425740 yuan.
It is hereby announced.
Board of directors of China Mobile Co., Ltd. May 18, 2022
