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Sullivan & Cromwell Represent China Mobile In US4.9 Billion Deal

Sullivan & Cromwell represents China Mobile Limited in connection with its subsidiary CM TieTong’s (China) agreement with TieTong (China), a wholly owned subsidiary of China Mobile Communications Corporation, under which CM TieTong has agreed to acquire, and TieTong has agreed to sell, the Target Assets and Businesses for RMB31.88 billion (equivalent to approximately US$4.9 billion), announced November 27, 2015. The S&C team on the transaction includes:

Corporate:

Kay Ian Ng (Partner, Hong Kong)

Vivian Tse (Associate, Hong Kong)

Pengwei Liu (Associate, Hong Kong)

 

ACQUISITION OF THE TARGET ASSETS AND BUSINESSES FROM CHINA TIETONG TELECOMMUNICATIONS CORPORATION Financial Adviser to China Mobile Limited THE ACQUISITION On 27 November 2015, CM TieTong (a wholly-owned subsidiary of the Company) entered into the Acquisition Agreement with TieTong (a wholly-owned subsidiary of CMCC), under which CM TieTong has agreed to acquire, and TieTong has agreed to sell, the Target Assets and Businesses. The Consideration for the Acquisition is RMB31.88 billion (equivalent to approximately HK$38.67 billion) and is subject to the Price Adjustment Mechanism described in the Acquisition Agreement. In addition, CM TieTong will also assume Net Debt of approximately RMB2.34 billion (equivalent to approximately HK$2.84 billion). The Price Adjustment Amount will not exceed RMB1 billion (equivalent to approximately HK$1.21 billion). The final consideration will not exceed RMB32.88 billion (equivalent to approximately HK$39.88 billion).

The Consideration will be paid by CM TieTong to TieTong on the Completion Date. The Price Adjustment Amount will be paid by CM TieTong to TieTong within 15 working days after the independent auditor has submitted the audit report in relation to the Target Assets and Businesses as at the Completion Date.

The payment of the Consideration and the Price Adjustment Amount will be funded by the Group’s internal resources. 14.58(1) Note 5 to 13.52 13.51A – 2 – LISTING RULES IMPLICATIONS TieTong is currently a wholly-owned subsidiary of CMCC, the ultimate controlling shareholder of the Company.

Thereby, TieTong is a connected person of the Company pursuant to Rule 14A.07 of the Listing Rules. Therefore, the entering into the Acquisition Agreement by CM TieTong and the Acquisition itself constitute a connected transaction for the Company under Chapter 14A of the Listing Rules. As at least one relevant percentage ratio applicable to the Acquisition is or exceeds 0.1% but is less than 5%, the Acquisition is subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

WARNING: The completion of the Acquisition is subject to the satisfaction (or, if applicable, waiver) of certain conditions set forth in the section headed “Conditions Precedent” in this announcement, and hence the completion of the Acquisition may or may not happen. Shareholders, holders of ADSs and potential investors of the Company should therefore exercise caution when dealing in the Shares, ADSs or other securities of the Company. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

INTRODUCTION On 27 November 2015, CM TieTong (a wholly-owned subsidiary of the Company) entered into the Acquisition Agreement with TieTong (a wholly-owned subsidiary of CMCC), under which CM TieTong has agreed to acquire, and TieTong has agreed to sell, the Target Assets and Businesses.

THE ACQUISITION AGREEMENT Date 27 November 2015 Parties Seller: TieTong Purchaser: CM TieTong 14.58(3) 1

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