- Report of Foreign Issuer (6-K)
March 30 2012 - 6:14AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of
Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the Month of March 2012
Commission File Number: 1-14696
China Mobile Limited
(Translation of registrant’s name into English)
60/F, The
Center
99 Queen’s Road Central
Hong Kong, China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.:
Form
20-F
x
Form 40-F
¨
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T
Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T
Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
¨
No
x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-
.
EXHIBITS
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Exhibit
Number
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Page
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1.1
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Notice of the Annual General Meeting, dated March 29, 2012
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A-1
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2.1
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Announcement, dated March 29, 2012
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B-1
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-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CHINA MOBILE LIMITED
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Date: March 30, 2012
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By:
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/s/ Li Yue
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Name: Li Yue
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Title: Executive Director and Chief Executive Officer
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-3-
Exhibit 1.1
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.
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CHINA MOBILE LIMITED
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(Incorporated in Hong Kong with limited liabililty under the Companies Ordinance)
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(Stock Code: 941)
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NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given
that the Annual General Meeting of China Mobile Limited (the “
Company
”) will be held on Wednesday, 16 May 2012 at 10:00 a.m. in the Grand Ballroom,
Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong for the following purposes:
As ordinary business:
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1.
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To receive and consider the audited financial statements and the Reports of the Directors and Auditors of the Company and its subsidiaries for the year ended
31 December 2011.
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2.
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To declare a final dividend for the year ended 31 December 2011.
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3.
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To re-elect Directors.
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4.
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To re-appoint Messrs. KPMG as auditors and to authorize the Directors of the Company to fix their remuneration.
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And as special business, to consider and, if thought fit, to pass the following as ordinary resolutions:
ORDINARY RESOLUTIONS
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(a)
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subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to
purchase shares of HK$0.10 each in the capital of the Company including any form of depositary receipt representing the right to receive such shares (“
Shares
”) be and is hereby generally and unconditionally approved;
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A-1
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(b)
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the aggregate nominal amount of Shares which may be purchased on The Stock Exchange of Hong Kong Limited (the “
Stock Exchange
”) or any other stock
exchange on which securities of the Company may be listed and which is recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange pursuant to the approval in paragraph (a) above shall not exceed or
represent more than 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution, and the said approval shall be limited accordingly;
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(c)
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for the purpose of this resolution “
Relevant Period
” means the period from the passing of this resolution until whichever is the earlier of:
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(1)
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the conclusion of the next annual general meeting of the Company; or
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(2)
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the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or
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(3)
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the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.”
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6.
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“
THAT
a general mandate be and is hereby unconditionally given to the directors of the Company to exercise full powers of the Company to allot, issue and
deal with additional shares in the Company (including the making and granting of offers, agreements and options which might require shares to be allotted, whether during the continuance of such mandate or thereafter) provided that, otherwise than
pursuant to (i) a rights issue where shares are offered to shareholders on a fixed record date in proportion to their then holdings of shares; (ii) the exercise of options granted under any share option scheme adopted by the Company; or
(iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend in accordance with the articles of association of the Company, the aggregate nominal amount of the shares allotted
shall not exceed the aggregate of:
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(a)
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20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution, plus
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(b)
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(if the directors of the Company are so authorized by a separate ordinary resolution of the shareholders of the Company) the nominal amount of the share capital of the
Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution).
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A-2
Such mandate shall expire at the earlier of:
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(1)
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the conclusion of the next annual general meeting of the Company; or
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(2)
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the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or
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(3)
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the date of any revocation or variation of the mandate given under this resolution by ordinary resolution of the shareholders of the Company at a general meeting.”
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7.
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“
THAT
the directors of the Company be and are hereby authorized to exercise the powers of the Company referred to in the resolution set out in item 6 in the
notice of the annual general meeting in respect of the share capital of the Company referred to in paragraph (b) of such resolution.”
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By Order of the Board
Wong Wai Lan,
Grace
Company Secretary
29 March 2012
Notes:
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1.
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Any member entitled to attend and vote at the annual general meeting is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend
and, on a poll, vote in his stead. A proxy need not be a member of the Company.
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2.
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In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof,
must be deposited at the Company’s registered office at 60/F, The Center, 99 Queen’s Road Central, Hong Kong at least 36 hours before the time for holding the annual general meeting. Completion and return of a form of proxy will not
preclude a member from attending and voting in person if he is subsequently able to be present.
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3.
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The Board of Directors has recommended a final dividend of HK$1.747 per share for the year ended 31 December 2011 and, if such dividend is declared by the members
passing resolution number 2, it is expected to be paid on or about 8 June 2012 to those shareholders whose names appear on the Company’s register of members on 25 May 2012. Shareholders should read the announcement issued by the
Company on 16 March 2012 regarding the closure of register of members and the withholding and payment of enterprise income tax for non-resident enterprises in respect of the proposed final dividend.
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4.
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To ascertain shareholders’ eligibility to attend and vote at the annual general meeting, the register of members of the Company will be closed from 10 May
2012 to 16 May 2012 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to be entitled to attend and vote at the annual general meeting, all transfers, accompanied by the relevant share
certificates, must be lodged with the Company’s share registrar, Hong Kong Registrars Limited, Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on 9 May 2012.
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A-3
To ascertain shareholders’ entitlement to the proposed final dividend upon passing
resolution number 2, the register of members of the Company will be closed from 23 May 2012 to 25 May 2012 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for the
proposed final dividend, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s share registrar, Hong Kong Registrars Limited, Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road
East, Wan Chai, Hong Kong, not later than 4:30 p.m. on 22 May 2012.
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5.
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Concerning resolution number 5 above, the directors of the Company wish to state that they will exercise the powers conferred thereby to repurchase shares of the
Company in circumstances which they deem appropriate for the benefit of the shareholders. The explanatory statement containing the information necessary to enable the shareholders to make an informed decision on whether to vote for or against the
resolution to approve the repurchase by the Company of its own shares, as required by the Rules Governing the Listing of Securities on the Stock Exchange will be set out in a separate circular from the Company to be enclosed with the 2011 Annual
Report.
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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 and Dr. Lo Ka Shui, Mr. Frank Wong Kwong Shing and Dr. Moses Cheng Mo Chi as independent non-executive
directors.
A-4
Exhibit 2.1
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.
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CHINA MOBILE LIMITED
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(Incorporated in Hong Kong with limited liabililty under the Companies Ordinance)
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(Stock Code: 941)
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ANNOUNCEMENT
The Board of Directors ( the “
Board
”) of China Mobile Limited (the “
Company
”) is pleased to announce that its annual report for the financial year ended 31 December
2011 has already been uploaded to the websites of The Stock Exchange of Hong Kong Limited and the Company. The Company wishes to remind its shareholders that, subsequent to the announcement of the 2011 final results, the Company has made an
announcement on the resignation of directors and the re-designation of director. For details on the changes to the Board, please refer to the announcement made by the Company dated 22 March 2012.
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By Order of the Board
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China Mobile Limited
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Wong Wai Lan, Grace
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Company Secretary
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Hong Kong, 29 March 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 and Dr. Lo Ka Shui, Mr. Frank Wong Kwong Shing and Dr. Moses Cheng Mo Chi as independent non-executive directors.
B-1
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