China Mobile
Communications Corporation : An announcement
Hong Kong Exchanges and Clearing Limited and The Stock
Exchange of Hong Kong Limited take no responsibility for the contents of this
announcement, make no representation as to its accuracy or completeness and
expressly disclaim any liability whatsoever for any loss howsoever arising from
or in reliance upon the whole or any part of the contents of this announcement.
CHINA MOBILE LIMITED
(Incorporated in Hong Kong
with limited liability under the Companies Ordinance)
(Stock Code: 941)
ANNOUNCEMENT
The Board is pleased to announce that on 23 August 2012,
CMC, a wholly-owned subsidiary of the Company, entered into the Share
Subscription Agreement and the Strategic Cooperation Agreement with Anhui USTC
and the Shareholders' Agreement with the Controlling Shareholders of Anhui
USTC.
The Transaction does not constitute a notifiable transaction
of the Company under Chapter 14 of the Listing Rules.
INTRODUCTION
Reference is made to the announcement dated 16 August 2012
of China Mobile Limited (the "Company") in relation to the
preliminary discussions between the Company and ANHUI USTC IFLYTEK Co. Ltd
("Anhui USTC"), a company listed on the Shenzhen Stock Exchange, in
respect of potential subscription by the Company (or one of its subsidiaries)
of new shares in Anhui USTC on a non-public offering basis and certain
strategic cooperation between the Company and Anhui USTC.
The board of directors of the Company (the
"Board") is pleased to announce that on 23 August
2012, China Mobile Communication Company Limited ("CMC"),
a wholly-owned subsidiary of the Company, entered into the Share Subscription
Agreement and the Strategic Cooperation Agreement with Anhui USTC and the
Shareholders' Agreement with the Controlling Shareholders (as defined below) of
Anhui USTC. A summary of the major terms of the above agreements is set out as
follows:
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THE SHARE SUBSCRIPTION AGREEMENT 1. Date
23 August 2012
2. Parties
(i) Anhui USTC (ii) CMC
3. Terms of Share Subscription
Anhui USTC agrees to issue to CMC and CMC agrees to subscribe
from Anhui USTC
70,273,935 ordinary shares of Anhui USTC with a par value of
RMB1 per share ("Newly Issued Shares"), representing 15% of the total
issued and outstanding shares of Anhui USTC upon completion of the share
subscription and other concurrent non-public offerings by Anhui USTC (the
"Transaction"). In the event that prior to completion of the
Transaction, Anhui USTC makes any distribution, capitalizes common reserve fund
or conducts a rights issue which leads to a change in the number of its total
issued and outstanding shares, the number of the Newly Issued Shares shall be
adjusted accordingly to ensure that the shares issued to CMC represent 15% of
the total issued and outstanding shares of Anhui USTC upon completion of the
Transaction and such distribution, capitalization of common reserve fund or
rights issue.
The subscription price per Newly Issued Share is RMB19.40,
which is determined pursuant to the principle of the subscription price not
being lower than the minimum price stipulated under applicable laws (being 90%
of the average trading price of Anhui USTC shares which are listed on the
Shenzhen Stock Exchange for the 20 trading days immediately prior to the date
of Anhui USTC's announcement on the resolution of its board of directors
approving the Transaction), with a total consideration of RMB1,363,314,339. In
the event that prior to completion of the Transaction, Anhui USTC makes any
distribution, capitalizes common reserve fund or conducts a rights issue, the
subscription price per subscription share shall be adjusted on the basis of the
"ex-right (dividend) reference price" pursuant to the relevant rules
of the Shenzhen Stock Exchange. The total consideration will be adjusted on the
same basis accordingly. The total consideration for the subscription will be
payable by CMC to Anhui USTC in cash at completion.
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4. Conditions Precedent to Completion
The completion obligations of the parties under the Share
Subscription Agreement are subject to the satisfaction and/or waiver (by the
relevant party with the right to grant such waiver and as permitted under
applicable laws) of certain conditions on or prior to the Long Stop Date (as
defined below). The conditions are set out as follows:
(i) Anhui USTC remains a joint-stock limited company listed
on the Shenzhen Stock
Exchange;
(ii) the following approvals or consents have been duly
obtained and remain in full force as of the date of completion of the
Transaction: (a) approval of the Transaction by shareholders of Anhui USTC in a
shareholders' meeting; (b) approval or consent in respect of the Transaction by
the relevant authorities (including China Securities Regulatory Commission);
(iii) after the date of the Share Subscription Agreement,
there has not been any material adverse change or any facts or circumstances
that may reasonably be expected to lead to a material adverse change;
(iv) no applicable law prohibiting the completion of the
Transaction has been promulgated or enforced by the relevant authorities;
(v) as regards the completion obligations of CMC, all
relevant representations and warranties by Anhui USTC under the Share
Subscription Agreement are true and accurate in all material respects as of the
date of execution of the Share Subscription Agreement, and remain true and
accurate in all material respects until (and including) the date of completion
(as if they are made on the date of completion);
(vi) as regards the completion obligations of Anhui USTC,
all relevant representations and warranties by CMC under the Share Subscription
Agreement are true and accurate in all material respects as of the date of
execution of the Share Subscription Agreement, and remain true and accurate in
all material respects until (and including) the date of completion (as if they
are made on the date of completion);
(vii) a person designated by CMC has become a non-independent
director of the board of directors of Anhui USTC in accordance with applicable
laws, and a person designated by CMC has become a non-employee supervisor of
the board of supervisors of Anhui USTC in accordance with applicable laws;
(viii)the arrangements in connection with the strategic
committee as contemplated under the Share Subscription Agreement (the
"Strategic Committee") have been implemented and completed; and
(ix) the implementation of the Transaction does not result
in any change in the actual controllers of Anhui USTC.
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5. Completion Date
Completion of the Transaction will take place on the seventh
business day after the satisfaction (or waiver as applicable) of all the
conditions to completion or any other date as agreed by both parties, provided
that all conditions to completion are satisfied (or waived as applicable) on or
before 30 June 2013 or such other date as agreed in writing by CMC and Anhui
USTC (the "Long Stop Date"), failing which CMC or Anhui USTC will be entitled
to terminate the Share Subscription Agreement with immediate effect.
6. Lock-Up Period
Within 36 months after the date of completion of the
Transaction, CMC may not transfer any Newly Issued Shares except for transfers
between affiliates of CMC as permitted under applicable laws.
7. Transfer Restriction
After the expiration of the lock-up period under the Share
Subscription Agreement or applicable laws, in the event that CMC seeks to
transfer any of the Newly Issued Shares by written agreement or any other means
which would indicate or confirm the identity of the transferee in advance, CMC
undertakes not to transfer any Newly Issued Shares to a competitor of Anhui
USTC who is engaged in the same principal businesses as those of Anhui USTC.
8. Maintenance of the shareholding percentage of CMC
As permitted under applicable laws and subject to the
approvals by the relevant authorities being obtained, the parties will use
their respective best endeavours to maintain and consolidate the shareholding
percentage by CMC and its affiliated companies at 15% of the total issued and
outstanding shares of Anhui USTC. Provided that there is no change in the
existing actual controllers of Anhui USTC, CMC does not intend to proactively
acquire a controlling stake in or attain an actual controlling position as
regards Anhui USTC, and CMC will not increase its shareholding through
purchases in the open market or from shareholders other than the Controlling
Shareholders.
9. Strategic Committee
Anhui USTC will establish the Strategic Committee under its
board of directors, which committee should include at least one non-independent
director nominated by CMC. The primary duties of the Strategic Committee
include without limitation the study of and making of recommendations on
various matters, e.g., long-term development strategies, important investment
decisions, research and development on major products and technologies, key
business development planning and significant strategic cooperation arrangements
of Anhui USTC.
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THE STRATEGIC COOPERATION AGREEMENT 1. Date
23 August 2012
2. Parties
(i) Anhui USTC (ii) CMC
3. Effective Date and Term
The Strategic Cooperation Agreement takes effect upon
completion of the Transaction and is valid for a term of three years, which
term shall automatically be renewed for a term of one year upon expiry, unless
either party objects to the renewal before the expiry and no agreement on
renewal is reached after negotiations in good faith between the parties.
4. Scope of Cooperation
According to the Strategic Cooperation Agreement, both
parties shall enter into strategic cooperation in various areas including smart
voice portals, smart voice cloud services, smart voice technologies and product
innovations, applications in relation to customer services and fundamental
telecommunications businesses and industry informatization.
SHAREHOLDERS' AGREEMENT 1. Date
23 August 2012
2. Parties
(i) The shareholders (including Mr. Liu Qingfeng)
collectively holding approximately
17.72% of the issued and outstanding shares of Anhui USTC as
of the date of completion of the Transaction (the "Controlling
Shareholders"); and
(ii) CMC
3. Effective Date
The Shareholders' Agreement has come into effect immediately
upon its execution, except that certain specified terms of the Shareholders'
Agreement shall come into effect upon completion of the Transaction and CMC
becoming a shareholder of Anhui USTC in accordance with applicable laws.
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4. Contents
Provided that the Controlling Shareholders fulfil all the
obligations of continuously maintaining their shareholding in Anhui USTC under
the Shareholders' Agreement, CMC will support the Controlling Shareholders as
actual controllers of Anhui USTC pursuant to a concert party agreement which
was executed among the Controlling Shareholders in accordance with applicable
laws and which remains in full force. Further, provided that there is no change
in the existing actual controllers of Anhui USTC, CMC does not intend to
acquire any right to control the daily operations of Anhui USTC. In order to
ensure the existing arrangements on the control of Anhui USTC will remain in
force, the Controlling Shareholders shall comply with the restrictions on
transfer of their shares in Anhui USTC under the Shareholders' Agreement.
LISTING RULES IMPLICATIONS
Each of the applicable percentage ratios under Rule 14.07 of
the Rules Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited (the "Listing Rules") in respect of the Transaction
contemplated under the Share Subscription Agreement, the Strategic Cooperation
Agreement and the Shareholders' Agreement is less than 5%. Accordingly, the
Transaction does not constitute a notifiable transaction of the Company under
Chapter 14 of the Listing Rules.
By Order of the Board China Mobile Limited Xi Guohua
Chairman
Hong Kong, 23 August 2012
As at the date of this announcement, the Board of Directors
of the Company comprises Mr. Xi Guohua, Mr. Li Yue, Mr. Xue Taohai, Madam Huang
Wenlin, Mr. Sha Yuejia, Mr. Liu Aili and Mr. Xu Long as executive directors,
Dr. Lo Ka Shui, Mr. Frank Wong Kwong Shing and Dr. Moses Cheng Mo Chi as
independent non-executive directors.
