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Procedures for Shareholders to Propose a Person for Election as Director

Pursuant to the Articles of Association (the "Articles") of China Mobile Limited (the "Company"), shareholders may propose a person other than a retiring director for election as a director of the Company at an annual general meeting ("AGM"). In addition, shareholders may also make a request to circulate a resolution for an AGM, or to call an Extraordinary General Meeting ("EGM") for the passing of a resolution, to elect any person to be a director of the Company in accordance with the Articles and the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

Set out below are the procedures for shareholders to (i) request to circulate a resolution for an AGM; (ii) request to call an EGM; and (iii) propose a person other than a retiring director for election as a director at an AGM. Such procedures are subject to applicable legislation and regulations, in particular the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

(i) Request to circulate a resolution for an AGM

  • The Company holds a general meeting as its AGM every year. The AGM is usually held in May.
  • A request to circulate a resolution for an AGM may be submitted by:
    (i) shareholder(s) representing at least 2.5% of the total voting rights of all shareholders who have a right to vote on the resolution at the AGM; or
    (ii) at least 50 shareholders who have a right to vote on the resolution at the AGM.
  • The request must identify the resolution of which notice is to be given, and must be authenticated by the person(s) making the request. The request should be sent to the Company at 60/F, The Center, 99 Queen's Road Central, Hong Kong, the registered office of the Company, for the attention of the Company Secretary, and must be received by the Company not later than six weeks before the AGM or, if later, the time at which notice is given of the AGM.
  • The request will be verified with Computershare Hong Kong Investor Services Limited, the Company's share registrar, and upon their confirmation that the request is proper and in order, the Company Secretary will ask the Board to include the resolution in the agenda for the AGM.

(ii) Request to call an EGM

  • Shareholder(s) representing at least 5% of the total voting rights of all shareholders having a right to vote at general meetings of the Company can make a request to call an EGM.
  • The request must state the general nature of the business to be dealt with at the meeting, and must be authenticated by the person(s) making the request. The request may include the text of a resolution that may properly be moved and is intended to be moved at the meeting, and may consist of several documents in like form. The request should be sent to the Company at 60/F, The Center, 99 Queen's Road Central, Hong Kong, the registered office of the Company, for the attention of the Company Secretary.
  • The request will be verified with Computershare Hong Kong Investor Services Limited, the Company's share registrar, and upon their confirmation that the request is proper and in order, the Company Secretary will ask the Board to convene an EGM by serving sufficient notice in accordance with the statutory requirements to all the registered shareholders.

(iii) Proposing a person other than a retiring director for election as a director at an AGM

If a shareholder wishes to propose a person other than a retiring director for election as a director at an AGM, he/she must lodge a written notice to that effect at 60/F, The Center, 99 Queen's Road Central, Hong Kong, the registered office of the Company, for the attention of the Company Secretary. In order for the Company to inform shareholders of that proposal, the written notice must state the full name and biographical details of the person proposed for election as a director as required by Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and be signed by such shareholder. A written notice signed by the person proposed for election as a director indicating his/her willingness to be elected must also be lodged with the Company. The period for lodgment of such written notices shall be of not less than seven days and shall commence no earlier than the dispatch of the notice of the AGM and end no later than seven days prior to the date of the AGM. If the notices are received less than 15 days prior to the AGM, the Company will need to consider the adjournment of the AGM in order to allow shareholders 14 days' notice of the proposal.

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