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 August 2010
Commission File Number: 1-14696
China Mobile Limited
(Translation of registrants name into English)
60/F, The Center
99 Queens 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- .
-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.
CHINA MOBILE LIMITED | ||||
Date: August 20, 2010 | By: | /s/ Li Yue | ||
Name: | Li Yue | |||
Title: | Chief Executive Officer |
-3-
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
RE-DESIGNATION OF DIRECTORS
The Board of Directors (the Board) of China Mobile Limited (the Company) announces that with effect from 19 August 2010, Mr. Wang Jianzhou, Executive Director, Chairman and Chief Executive Officer of the Company, has ceased to be the Chief Executive Officer and remains as Executive Director and Chairman of the Company. Mr. Li Yue, Executive Director and Vice President of the Company, has been re-designated as Executive Director and Chief Executive Officer of the Company.
Mr. Li Yue joined the Board in March 2003. Mr. Li has been engaging in the areas of telecommunications network operations and maintenance, planning and construction, operational management and corporate development strategies and has many years of experience in the telecommunications industry. The Board is confident that the re-designation of Mr. Li as the Chief Executive Officer of the Company will further reinforce the development of the Company on the existing solid foundation.
The re-designation enables the Company to comply with the best practice for corporate governance of separating the roles of chairman and chief executive officer under the Code on Corporate Governance Practices as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules).
Mr. Li Yue, age 51, Executive Director and Chief Executive Officer of the Company, is in charge of operation and management. Mr. Li is also the President and Director of China Mobile Communications Corporation (the controlling shareholder of the Company), a Director of China Mobile Communication Co., Ltd. and the Chairman of Union Mobile Pay Limited. Mr. Li previously served as Deputy Director General and Chief Engineer of Tianjin Long-Distance Telecommunications Bureau, Deputy Director General of Tianjin Posts and Telecommunications Administration, President of Tianjin Mobile Communications Company, Deputy Head of the Preparatory Team of China Mobile Communications Corporation, Vice President of China Mobile Communications Corporation, Chairman of Aspire Holdings Limited and a Non-executive Director of Phoenix Satellite Television Holdings Ltd. Mr. Li holds a Bachelors Degree in telephone exchange from the Correspondence College of Beijing University of Posts and Telecommunications, a Masters Degree in business administration from Tianjin University and a doctoral degree in business administration from Hong Kong Polytechnic University. Mr. Li is a professor-level senior engineer and had won many national, provincial and ministerial level scientific and technological progress awards. Save as disclosed above, Mr. Li has not held any other directorships in any listed public companies in the last three years.
A-1
The Company and Mr. Li Yue have not entered into any service contract which provides for a specified length of service. Mr. Li will be subject to retirement by rotation and re-election at annual general meetings of the Company every three years. Mr. Li will receive a salary of HK$100,000 per month, plus a discretionary bonus and a discretionary award of share options as may be determined by the Board with reference to his performance, together with an annual directors fee of HK$180,000 as proposed by the Board and approved by shareholders of the Company. Directors fees are payable on a time pro-rata basis for any non-full years service. The remuneration of Mr. Li Yue has been determined with reference to his duties, responsibilities and experience, and to prevailing market conditions.
Save as disclosed herein, Mr. Li Yue does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company. As of the date of this announcement, Mr. Li holds share options involving 934,000 shares in the Company. Save for such share options, Mr. Li does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.
Save as disclosed herein, there are no other matters relating to the re-designation of Mr. Wang Jianzhou and Mr. Li Yue that need to be brought to the attention of the shareholders of the Company nor is there any information which needs to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules. Mr. Wang has confirmed that there is no disagreement with the Board.
By Order of the Board |
China Mobile Limited |
Wong Wai Lan, Grace |
Company Secretary |
Hong Kong, 19 August 2010
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Wang Jianzhou, Mr. Li Yue, Mr. Lu Xiangdong, Mr. Xue Taohai, Madam Huang Wenlin, Mr. Sha Yuejia, Mr. Liu Aili, Madam Xin Fanfei 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 and Mr. Nicholas Jonathan Read as a non-executive director.
A-2
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 OF 2010 INTERIM RESULTS
Turnover reached RMB229.8 billion, up by 7.9% |
Profit attributable to shareholders of RMB57.6 billion, up by 4.2% | |
EBITDA of RMB116.6 billion, up by 6.1% |
Total customer number and net additions were 554 million and 31.76 million, respectively | |
EBITDA margin of 50.7%, maintained at high level |
Payment of an interim dividend of HK$1.417 per share. The Companys planned dividend payout ratio for the full year of 2010 is 43% |
CHAIRMANS STATEMENT
Dear Shareholders,
The Chinese economy continued to show healthy momentum in the first half of 2010, which provided a positive environment for China Mobiles business development. However, we also faced numerous external challenges, including high and increasing mobile penetration rates and intensifying industry competition. In this ever-changing and challenging environment, the Group has promoted rational competition and taken full advantage of our prominent brand, large-scale customer base, high quality network and customer service. Our sound management principles and effective operational approach, as well as the hard work and continuous innovations made by our staff, enabled the Group to achieve consistent, steady growth and maintain our leading position in the industry.
B-1
Financial Results
For the six months ended 30 June 2010, the Groups operating revenue maintained steady growth, reaching RMB229,818 million, up 7.9% over the same period last year. Continuing to lead the industry in profitability, the Group achieved a 4.2% increase in profit attributable to shareholders over the same period last year, which amounted to RMB57,643 million, arriving at a relatively high margin of 25.1%. EBITDA rose 6.1% over the same period last year to RMB116,612 million, with EBITDA margin reaching 50.7%. Basic earnings per share grew 4.2% over the same period last year to RMB2.87. Underpinned by its solid capital structure, strong financial position and cash flow generating capability, the Group is well-positioned to manage risks and achieve continued healthy growth.
Business Development
In the first six months of 2010, the Group maintained relatively good momentum in its business development. The customer base experienced stable growth, and voice services achieved steady growth. The total customer base at the end of the reporting period reached 554 million, of which 31.76 million were net additions. Total voice usage volume was 1,664.654 billion minutes, up 20.0% over the same period last year. Average minutes of usage per user per month (MOU) was 520 minutes, up 6.1% over the same period last year, and average revenue per user per month (ARPU) was RMB72, exhibiting a moderately declining trend.
The Group placed much emphasis on its value-added services business which has become the major driving force of revenue growth. Revenue from the value-added business increased 13.4% compared to the same period last year, contributing 29.5% to our operating revenue. The composition of revenue from the value-added business became further diversified: key services such as Wireless Music, Mobile Paper, Fetion and 12580 Integrated Information Service Line maintained rapid growth while other services such as Mobile Payment, Mobile Reading, Mobile Video and Mobile Gaming developed rapidly. In addition, mobile internet-access data usage is growing rapidly and becoming an important driver of future growth for our value-added business.
Leveraging our advantages in economies of scale and networks, we proactively explored mobile internet, the Internet of Things and other emerging fields. Since its launch in August 2009, Mobile Market, a comprehensive sales platform with cross-platform and cross-terminal compatibility, designed and built to be a one-stop shop for downloads and sales of a wide range of mobile applications, has achieved rapid growth, with over 50,000 registered developers, 20,000 applications available, and over 25,000,000 application downloads by the end of June 2010. This initiative creates a new cooperative marketing model in the mobile internet and is a win-win situation for our in-house R&D and other software developers in the market; it has also created a new venue for online sales. We are actively exploring the Internet of Things, and have up to now over 5 million M2M customers, representing an annual growth rate exceeding 60%. We are planning to gradually establish a low-cost, standardized and open development system for the Internet of Things.
B-2
Adhering to our mantra of Customers are our priority, quality service is our principle, we have established comprehensive work protocols tailored to meet customers needs. This has enabled us to enhance service standards, guarantee customer service quality, protect customers legitimate rights and increase their satisfaction. In the first half of 2010, customers satisfaction with our services further improved and maintained the leading position in the industry.
We also strengthened our efforts in retaining our existing key corporate customers and in marketing to small and medium- sized corporate customers to further solidify our customer base. To expand our customer base and increase revenues from industry-specific solutions, we proactively promoted the construction of wireless cities and mobile informationalization, and offered a broad range of applications and solutions to meet corporate customers needs. In addition, the Group built and optimized a comprehensive operational support system and rapid response mechanism for corporate customers. These all helped satisfy corporate customers needs and increase their loyalty to the Group. As of 30 June 2010, the number of our corporate accounts reached 2.792 million and the number of individual customers managed through corporate accounts approached 195 million.
Network Development and Evolution
China Mobile owns the worlds largest GSM network. We understand the direction in which networks are evolving. We are committed to achieving both near-term profitability and long-term sustainable growth, and our development strategy is forward-looking and well thought-out. The increasing penetration of smart mobile devices, as well as the development of the mobile internet, has dramatically increased mobile data flow. This increase in data usage has also posed challenges to network capacity and quality. We maintained our network advantage by ensuring that resources are appropriately allocated in the 2G network, and we continuously improved the efficient use of equipment resources. In the first half of 2010, the number of GSM base stations grew to 505,000, while network quality maintained its world-class level, with good indoor coverage. Our base station optic fiber access rate reached 96%; optic fiber availability is in the vicinity of most office and commercial buildings. This provided a good transmission condition for data usage. Leveraging the extension of base station optic fiber, we identified the heavily trafficked areas and started WLAN expansion and optimization, which will effectively carry and branch off the data flow. By providing convenient and fast WLAN services, we can enhance customer satisfaction. The Group is close to making its core network fully IP-based, hence laying a solid foundation for integrated services capability in the future.
B-3
Our parent company, with our assistance, has completed the construction of the third phase of its 3G network (TD-SCDMA, hereinafter as TD). As of the end of June 2010, the number of operational TD base stations had reached 115,000 and the network coverage included 238 cities across the country. Our 3G network quality has continuously been improved and is approaching that of our 2G network. In addition, the Group adopted a 2G and 3G integrated dual-network approach in order to fully utilize the large scale and capability of its 2G network and to take advantage of the bandwidth of the TD network. This enabled us to lead the innovation of 3G products and businesses, and to economically and quickly introduce 3G businesses and services to individual, family and corporate customers as well as to the industry informationalization markets. In June 2010, our 3G customers reached 10.46 million. Leveraging the strong support of the government for home-grown innovation, the Group will continue to work with all parties across the supply chain to proactively exploit the 3G market.
Concurrently, the Group is making progress on the testing of LTE technology. During the World Expo Shanghai 2010, the Group carried out a successful debut of its showcase TD- LTE network, and large scale testing will soon begin. We have been actively promoting the integrated and syndicated development of TD-LTE and FDD LTE among multiple international organizations and have received tangible support and feedback from international standardization organizations, equipment manufacturers and mobile operators.
Corporate Management
The Group is committed to strengthening corporate management, continuously enhancing management efficiency and execution capability, and managing the company in a centralized, standardized and computerized manner. During the first half of 2010, the Group explored a centralized operating model through regionally-based centers including the Groups South Base, Mobile Reading Base and Mobile Video Base, and promoted the broad usage of an electronic procurement platform using its highly efficient management and operation information system. The Group also integrated its portal website and increased the proportion of services and sales provided through electronic channels. Furthermore, progress in the centralization of our financial management has led to improved cost control. At the same time, we continued to strengthen internal controls and monitoring, focusing on the key and difficult check points in our operations, further refining our management system and improving the monitoring and assessment function of our internal controls. Further improvements to our internal audit and quality control systems will ensure a good overall risk defense approach as well as the healthy long-term development of the Group.
B-4
Corporate Social Responsibility
The Group attaches great importance to corporate social responsibility. In 2010, we actively promoted corporate sustainability and continued to carry out six related programs. We continued to expand network coverage in remote rural areas in an effort to narrow the digital divide. We fully adopted the energy-saving classification standards and promoted the usage of intelligent energy-saving technologies in our base stations. As a result, in the first six months of this year, our power consumption per unit of telecommunications traffic decreased by 10.5% over the same period last year, contributing to the development of a low-carbon economy. We are also actively involved in helping people with special needs. For example, we participated for the third consecutive year in a program for orphans who lost their parents to AIDS. In the wake of several natural disasters, including those in Yushu, Qinghai and Zhouqu Gansu, we promptly activated our emergency telecommunications support plan to ensure the smooth flow of mobile telecommunications in the affected areas, making an indispensable contribution to the disaster relief efforts.
Having been recognized as a constituent of the Dow Jones Sustainability Index for two consecutive years, the Company was chosen to be a constituent of the Hang Seng Corporate Sustainability Index in July 2010. This demonstrates that our efforts in corporate social responsibility and sustainable development have been internationally recognized.
Awards and Recognition
In the first six months of 2010, our achievements continued to be widely recognized. The Company ranked 10th in the Financial Times FT Global 500. Our position in Forbes Magazines Global 2000 list rose from 55th to 38th place. The China Mobile brand was named one of BRANDZTM Top 100 Most Powerful Brands by Millward Brown and Financial Times for the fifth consecutive year, and the brand value currently ranks 8th, topping all other telecommunications operators in the world. In the same period, Standard & Poors and Moodys kept our corporate credit rating at A+/Outlook Stable and A1/Outlook Positive, respectively, equivalent to Chinas sovereign credit rating.
Dividends
The Company determines and commits to hold in the highest regard the interests of its shareholders and returns achieved for them, especially the minority shareholders. In view of the Groups favorable operating results for the first half of 2010 and having taken into consideration its long-term future development, based on the dividend payout guidance for the full year of 2010, the Board declared an interim dividend of HK$1.417 per share for the six months ended 30 June 2010.
The Board is of the view that the Groups favorable operating results and strong cash flow generating capability will continue to support the future sustainable development of the Company, while providing shareholders with a favorable return.
B-5
Future Outlook
The Groups development faces new challenges amid the already high mobile penetration rate and the intensifying competition in Chinas telecommunications market. Meanwhile, the convergence of telecommunications, Internet and TV networks, and the innovation of business models brought about by technological advancement also brought changes to the Groups future development environment. At the same time, the Chinese government is likely to make necessary adjustments to the national economy by stimulating domestic demand and consumption, which will benefit the telecommunications industry. The development of some sectors of the market, including the rural market, the migrant worker market and the family market, are showing great growth potential. In addition, the flourishing of mobile internet and the Internet of Things being gradually integrated into peoples daily lives also provide the Group with new models and areas for business growth. All of the above create promising opportunities.
In this environment, the Group will continue to follow its Blue Ocean Strategy and embrace innovation. The Group will consolidate advantages in economies of scale and enhance its core capabilities, including network capability, business innovation capability and customer service, and continue to adhere to its core management principles and effective management approach. We expect to maintain our leading position in network quality, offer top-tier customer services, realize a low-cost and high-efficiency operation, and generally strive for continuous improvement and sustainable growth. We will keep innovating and expanding into the new areas of mobile internet and the Internet of Things. We will actively develop the 3G business and promote mobile broadband services that cater to individual, family and corporate customers needs, creating value for them as well as benefitting the Group. The Group will implement the development strategy of seamless coordination among networks while concurrently participating in the research and development of LTE mobile network evolution. In addition, the Group will actively and cautiously seek suitable investment opportunities and consider further expansion into a broader telecommunications market.
Our commitment is unwavering we will create value for shareholders by building a prosperous and sustainable business.
Wang Jianzhou
Chairman
Hong Kong, 19 August 2010
B-6
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 June 2010
(Expressed in Renminbi)
Six months ended 30 June | ||||||||
2010 | 2009 | |||||||
Note | RMB million | RMB million | ||||||
Operating revenue (Turnover) |
4 | |||||||
Usage fees |
146,024 | 134,929 | ||||||
Monthly fees |
5,783 | 8,379 | ||||||
Value-added services fees |
67,909 | 59,891 | ||||||
Other operating revenue |
10,102 | 9,714 | ||||||
229,818 | 212,913 | |||||||
Operating expenses |
||||||||
Leased lines |
1,805 | 1,409 | ||||||
Interconnection |
10,684 | 10,751 | ||||||
Depreciation |
42,259 | 38,892 | ||||||
Personnel |
11,128 | 10,126 | ||||||
Other operating expenses |
90,545 | 81,632 | ||||||
156,421 | 142,810 | |||||||
Profit from operations |
73,397 | 70,103 | ||||||
Other net income |
922 | 920 | ||||||
Non-operating net income |
270 | 267 | ||||||
Interest income |
2,631 | 3,153 | ||||||
Finance costs |
(619 | ) | (597 | ) | ||||
Share of loss of jointly controlled entity |
(27 | ) | (1 | ) | ||||
Profit before taxation |
5 | 76,574 | 73,845 | |||||
Taxation |
6 | (18,753 | ) | (18,388 | ) | |||
PROFIT FOR THE PERIOD |
57,821 | 55,457 | ||||||
Other comprehensive income for the period: |
||||||||
Exchange differences on translation of financial statements of overseas entities |
20 | (6 | ) | |||||
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
57,841 | 55,451 | ||||||
B-7
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
for the six months ended 30 June 2010
(Expressed in Renminbi)
Six months ended 30 June | ||||||||
2010 | 2009 | |||||||
Note | RMB million | RMB million | ||||||
Profit attributable to: |
||||||||
Equity shareholders of the Company |
57,643 | 55,329 | ||||||
Non-controlling interests |
178 | 128 | ||||||
PROFIT FOR THE PERIOD |
57,821 | 55,457 | ||||||
Total comprehensive income attributable to: |
||||||||
Equity shareholders of the Company |
57,663 | 55,323 | ||||||
Non-controlling interests |
178 | 128 | ||||||
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
57,841 | 55,451 | ||||||
Earnings per share Basic |
8(a) | RMB | 2.87 | RMB | 2.76 | |||
Earnings per share Diluted |
8(b) | RMB | 2.84 | RMB | 2.72 | |||
EBITDA (RMB million)1 |
116,612 | 109,938 | ||||||
Details of dividends to equity shareholders of the Company are set out in note 7.
1 | The Company defines EBITDA as profit for the period before taxation, share of loss of jointly controlled entity, finance costs, interest income, non-operating net income, depreciation and amortization of other intangible assets. |
B-8
UNAUDITED CONSOLIDATED BALANCE SHEET
as at 30 June 2010
(Expressed in Renminbi)
As at 2010 |
As at 31 December | |||||
Note | RMB million | RMB million | ||||
Non-current assets |
||||||
Property, plant and equipment |
9 | 348,005 | 360,075 | |||
Construction in progress |
9 | 75,850 | 46,094 | |||
Land lease prepayments |
11,496 | 11,201 | ||||
Goodwill |
36,894 | 36,894 | ||||
Other intangible assets |
694 | 727 | ||||
Interest in associates |
| | ||||
Interest in jointly controlled entity |
| 6 | ||||
Deferred tax assets |
11,983 | 8,939 | ||||
Other financial assets |
77 | 77 | ||||
484,999 | 464,013 | |||||
Current assets |
||||||
Inventories |
4,052 | 3,847 | ||||
Accounts receivable |
10 | 7,012 | 6,405 | |||
Other receivables |
11 | 4,553 | 3,490 | |||
Prepayments and other current assets |
11 | 9,654 | 9,064 | |||
Amount due from ultimate holding company |
12 | 64 | 25 | |||
Tax recoverable |
21 | 17 | ||||
Deposits with banks |
217,589 | 185,613 | ||||
Cash and cash equivalents |
13 | 99,835 | 78,894 | |||
342,780 | 287,355 | |||||
Current liabilities |
||||||
Accounts payable |
14 | 106,446 | 95,985 | |||
Bills payable |
1,130 | 642 | ||||
Deferred revenue |
50,207 | 35,573 | ||||
Accrued expenses and other payables |
86,085 | 69,335 | ||||
Amount due to ultimate holding company |
12 | 5 | 4 | |||
Amount due to immediate holding company |
118 | 119 | ||||
Interest-bearing borrowings |
15 | 4,959 | | |||
Obligations under finance leases |
68 | 68 | ||||
Current taxation |
10,048 | 8,079 | ||||
259,066 | 209,805 | |||||
Net current assets |
83,714 | 77,550 | ||||
Total assets less current liabilities carried forward |
568,713 | 541,563 | ||||
B-9
UNAUDITED CONSOLIDATED BALANCE SHEET (CONTINUED)
as at 30 June 2010
(Expressed in Renminbi)
As at 30 June 2010 |
As at 31 December |
|||||||
Note | RMB million | RMB million | ||||||
Total assets less current liabilities brought forward |
568,713 | 541,563 | ||||||
Non-current liabilities |
||||||||
Interest-bearing borrowings |
15 | (28,614 | ) | (33,551 | ) | |||
Deferred revenue, excluding current portion |
(183 | ) | (317 | ) | ||||
Deferred tax liabilities |
(56 | ) | (61 | ) | ||||
(28,853 | ) | (33,929 | ) | |||||
NET ASSETS |
539,860 | 507,634 | ||||||
CAPITAL AND RESERVES |
||||||||
Share capital |
16 | 2,139 | 2,139 | |||||
Reserves |
536,657 | 504,609 | ||||||
Total equity attributable to equity shareholders of the Company |
538,796 | 506,748 | ||||||
Non-controlling interests |
1,064 | 886 | ||||||
TOTAL EQUITY |
539,860 | 507,634 | ||||||
B-10
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 June 2010
(Expressed in Renminbi)
Attributable to equity shareholders of the Company | |||||||||||||||||||||||||
Share capital |
Share premium |
Capital reserve |
General reserve |
Exchange reserve |
PRC statutory reserves |
Retained profits |
Total | Non- controlling interests |
Total equity |
||||||||||||||||
RMB million |
RMB million |
RMB million |
RMB million |
RMB million |
RMB million |
RMB million |
RMB million |
RMB million |
RMB million |
||||||||||||||||
As at 1 January 2009 |
2,138 | 386,237 | (291,965 | ) | 72 | (1,081 | ) | 106,841 | 237,780 | 440,022 | 629 | 440,651 | |||||||||||||
Changes in equity for the six months ended 30 June 2009: |
|||||||||||||||||||||||||
Shares issued under share option scheme |
1 | 66 | (3 | ) | | | | | 64 | | 64 | ||||||||||||||
Dividends to equity shareholders (note 7(b)) |
| | | | | | (24,823 | ) | (24,823 | ) | | (24,823 | ) | ||||||||||||
Total comprehensive income for the period |
| | | | (6 | ) | | 55,329 | 55,323 | 128 | 55,451 | ||||||||||||||
As at 30 June 2009 |
2,139 | 386,303 | (291,968 | ) | 72 | (1,087 | ) | 106,841 | 268,286 | 470,586 | 757 | 471,343 | |||||||||||||
As at 1 January 2010 |
2,139 | 386,375 | (291,972 | ) | 72 | (1,039 | ) | 129,918 | 281,255 | 506,748 | 886 | 507,634 | |||||||||||||
Changes in equity for the six months ended 30 June 2010: |
|||||||||||||||||||||||||
Shares issued under share option scheme |
| 39 | (3 | ) | | | | | 36 | | 36 | ||||||||||||||
Dividends to equity shareholders (note 7(b)) |
| | | | | | (25,651 | ) | (25,651 | ) | | (25,651 | ) | ||||||||||||
Total comprehensive income for the period |
| | | | 20 | | 57,643 | 57,663 | 178 | 57,841 | |||||||||||||||
As at 30 June 2010 |
2,139 | 386,414 | (291,975 | ) | 72 | (1,019 | ) | 129,918 | 313,247 | 538,796 | 1,064 | 539,860 | |||||||||||||
B-11
UNAUDITED CONDENSED CONSOLIDATED CASH FLOW STATEMENT
for the six months ended 30 June 2010
(Expressed in Renminbi)
Six months ended 30 June | ||||||
2010 | 2009 | |||||
RMB million | RMB million | |||||
Net cash from operating activities |
126,588 | 111,282 | ||||
Net cash used in investing activities |
(79,464 | ) | (83,192 | ) | ||
Net cash used in financing activities |
(26,213 | ) | (24,781 | ) | ||
Net increase in cash and cash equivalents |
20,911 | 3,309 | ||||
Cash and cash equivalents as at 1 January |
78,894 | 87,426 | ||||
Effect of changes in foreign exchange rate |
30 | (3 | ) | |||
Cash and cash equivalents as at 30 June |
99,835 | 90,732 | ||||
B-12
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
(Expressed in Renminbi unless otherwise indicated)
1. | BASIS OF PREPARATION |
The interim financial report of China Mobile Limited (the Company) and its subsidiaries (together referred to as the Group) has been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Hong Kong Listing Rules), including compliance with International Accounting Standard (IAS) 34, Interim financial reporting, issued by the International Accounting Standards Board (IASB) and Hong Kong Accounting Standard (HKAS) 34, Interim financial reporting, issued by the Hong Kong Institute of Certified Public Accountants (HKICPA). It was authorized for issuance on 19 August 2010.
The Groups interim financial report has been prepared in accordance with the same accounting policies adopted in the 2009 annual financial statements, except for the accounting policy changes that are expected to be reflected in the 2010 annual financial statements. Details of these changes in accounting policies are set out in note 2.
The preparation of an interim financial report in conformity with IAS/HKAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year-to-date basis. Actual results may differ from these estimates.
The Groups interim financial report contains condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2009 annual financial statements. The condensed consolidated interim financial statements and notes thereon do not include all of the information required for a full set of financial statements prepared in accordance with International Financial Reporting Standards (IFRSs) or Hong Kong Financial Reporting Standards (HKFRSs).
The Groups interim financial report is unaudited, but has been reviewed by the Companys Audit Committee. The Groups interim financial report has also been reviewed by the Companys auditors, KPMG, in accordance with Hong Kong Standard on Review Engagements 2410, Review of interim financial information performed by the independent auditor of the entity, issued by the HKICPA. KPMGs unmodified independent review report to the board of directors is included in the interim report to be sent to shareholders.
The financial information relating to the financial year ended 31 December 2009 that is included in the interim financial report as being previously reported information does not constitute the Companys statutory financial statements for that financial year but is derived from those financial statements. Statutory financial statements for the year ended 31 December 2009 are available from the Companys registered office. The auditors have expressed an unqualified opinion on those statutory financial statements in their report dated 18 March 2010.
B-13
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT (CONTINUED)
(Expressed in Renminbi unless otherwise indicated)
2. | SIGNIFICANT ACCOUNTING POLICIES |
The IASB has issued a number of new or revised IFRSs, which term collectively includes IASs and interpretations, that are first effective or available for early adoption for accounting periods beginning on or after 1 January 2010. The equivalent new or revised HKFRSs, which term collectively includes HKASs and Interpretations, consequently issued by HKICPA as a result of these developments have the same effective date as those issued by the IASB and are in all material respects identical to the pronouncements issued by the IASB.
Of these, the following developments are relevant to the Groups financial statements:
| IFRS/HKFRS 3 (revised), Business combinations |
| IAS/HKAS 27 (amended), Consolidated and separate financial statements |
| Amendments to IFRS/HKFRS 2, Share based payment Group cash-settled share-based payment transactions |
| Improvements to IFRSs/HKFRSs (2009) |
These developments have had no material impact on the Groups financial statements.
The IFRSs and HKFRSs that will be effective or are available for voluntary early adoption in the annual financial statements for the year ending 31 December 2010 may be affected by the issuance of additional interpretations or other changes announced by the IASB and HKICPA subsequent to the date of issuance of the Groups interim financial report. Therefore the policies that will be applied in the Groups financial statements for the year ending 31 December 2010 cannot be determined with certainty at the date of issuance of the interim financial report.
3. | OPERATING SEGMENTS |
An operating segment is a component of the Group that engages in business activities from which the Group may earn revenues and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Groups chief operating decision maker in order to allocate resource and assess performance of the segment. For the periods presented, the chief operating decision maker has determined that the Group has no operating segments as the Group is only engaged in mobile telecommunication and related business. No Groups geographical information has been disclosed as the majority of the Groups operating activities are carried out in Mainland China. For the purpose of preparing the financial report, Mainland China refers to the Peoples Republic of China (PRC) excluding the Hong Kong Special Administrative Region of the PRC (Hong Kong), the Macau Special Administrative Region of the PRC and Taiwan. The Groups assets located and operating revenues derived from activities outside the Mainland China are less than 5% of the Groups assets and operating revenues, respectively.
B-14
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT (CONTINUED)
(Expressed in Renminbi unless otherwise indicated)
4. | OPERATING REVENUE (TURNOVER) |
Turnover represents usage fees, monthly fees, value-added services fees and other operating revenue derived from the Groups mobile telecommunications networks, net of PRC business tax. Business tax is charged at approximately 3% of the corresponding revenue generated from the services rendered in the Mainland China. No business tax is charged on the revenue generated from the Groups mobile telecommunications and related services in Hong Kong.
Value-added services fees are mainly derived from voice value-added services, short message services (SMS) and non-SMS data services.
Other operating revenue mainly represents interconnection revenue.
5. | PROFIT BEFORE TAXATION |
Profit before taxation is arrived at after charging:
Six months ended 30 June | ||||
2010 | 2009 | |||
RMB million | RMB million | |||
Impairment loss for doubtful accounts |
2,193 | 2,475 | ||
Amortization of other intangible assets |
34 | 23 | ||
Operating lease charges |
||||
land and buildings |
3,484 | 3,162 | ||
leased lines |
1,805 | 1,409 | ||
others |
1,191 | 1,258 | ||
Contributions to defined contribution retirement plans |
1,096 | 945 | ||
6. | TAXATION |
Six months ended 30 June | ||||||
2010 | 2009 | |||||
RMB million | RMB million | |||||
Current tax |
||||||
Provision for Hong Kong profits tax on the estimated assessable profits for the period |
65 | 49 | ||||
Provision for PRC enterprise income tax on the estimated taxable profits for the period |
21,737 | 21,126 | ||||
21,802 | 21,175 | |||||
Deferred tax |
||||||
Origination and reversal of temporary differences |
(3,049 | ) | (2,787 | ) | ||
18,753 | 18,388 | |||||
B-15
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT (CONTINUED)
(Expressed in Renminbi unless otherwise indicated)
6. | TAXATION (CONTINUED) |
(i) | The provision for Hong Kong profits tax is calculated at 16.5% of the assessable profits for the six months ended 30 June 2010 (for the six months ended 30 June 2009: 16.5%). |
(ii) | The provision for the PRC enterprise income tax is based on a statutory rate of 25% of the taxable profits determined in accordance with the relevant income tax rules and regulations of the PRC for the six months ended 30 June 2010, except for certain subsidiaries of the Company and certain operations of the subsidiaries located within special economic zones in the PRC, for which the applicable preferential tax rate was 20% and 22% respectively for 2009 and 2010 and will be increased to 24% and 25% for the years ending 31 December 2011 and 2012 onwards, respectively. Deferred tax of the Group is recognized based on tax rates that are expected to apply to the period when the asset is realized or the liability is settled. |
7. | DIVIDENDS |
(a) | Dividends attributable to the period |
Six months ended 30 June | ||||
2010 | 2009 | |||
RMB million | RMB million | |||
Ordinary interim dividend declared after the balance sheet date of HK$1.417 (equivalent to approximately RMB1.236) (2009: HK$1.346 (equivalent to approximately RMB1.187)) per share |
24,802 | 23,802 | ||
The ordinary interim dividend which is declared in Hong Kong dollar is translated into RMB at the rate HK$1=RMB0.87239, being the rate announced by the State Administration of Foreign Exchange in the PRC on 30 June 2010. As the ordinary interim dividend is declared after the balance sheet date, such dividend is not recognized as liability as at 30 June 2010.
(b) | Dividends attributable to the previous financial year, approved and paid during the period |
Six months ended 30 June | ||||
2010 | 2009 | |||
RMB million | RMB million | |||
Ordinary final dividend in respect of the previous financial year, approved and paid during the period, of HK$1.458 (equivalent to approximately RMB1.284) (2009: HK$1.404 (equivalent to approximately RMB1.238)) per share |
25,651 | 24,823 | ||
B-16
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT (CONTINUED)
(Expressed in Renminbi unless otherwise indicated)
8. | EARNINGS PER SHARE |
(a) | Basic earnings per share |
The calculation of basic earnings per share for the six months ended 30 June 2010 is based on the profit attributable to equity shareholders of the Company of RMB57,643,000,000 (for the six months ended 30 June 2009: RMB55,329,000,000) and the weighted average number of 20,061,638,515 shares (for the six months ended 30 June 2009: 20,055,637,809 shares) in issue during the six months ended 30 June 2010.
(b) | Diluted earnings per share |
The calculation of diluted earnings per share for the six months ended 30 June 2010 is based on the profit attributable to equity shareholders of the Company of RMB57,643,000,000 (for the six months ended 30 June 2009: RMB55,329,000,000), and the weighted average number of 20,316,932,802 shares (for the six months ended 30 June 2009: 20,306,110,649 shares), calculated as follows:
Weighted average number of shares (diluted)
Six months ended 30 June | ||||
2010 | 2009 | |||
Number of shares | Number of shares | |||
Weighted average number of shares |
20,061,638,515 | 20,055,637,809 | ||
Effect of deemed issue of ordinary shares under the Companys share option scheme for nil consideration |
255,294,287 | 250,472,840 | ||
Weighted average number of shares (diluted) |
20,316,932,802 | 20,306,110,649 | ||
9. | PROPERTY, PLANT AND EQUIPMENT AND CONSTRUCTION IN PROGRESS |
(a) | Acquisition of property, plant and equipment and construction in progress |
During the six months ended 30 June 2010, the Group acquired items of property, plant and equipment and construction in progress with a cost of RMB61,021,000,000 (for the six months ended 30 June 2009: RMB62,047,000,000).
(b) | Disposal/write off of property, plant and equipment |
Property, plant and equipment with a net book value of RMB442,000 were disposed during the six months ended 30 June 2010 (for the six months ended 30 June 2009: RMB10,000,000), resulting in a gain on disposal of RMB1,000,000 (for the six months ended 30 June 2009: loss on disposal of RMB70,000).
Property, plant and equipment with a net book value of RMB1,069,000,000 were written off during the six months ended 30 June 2010 (for the six months ended 30 June 2009: RMB665,000,000).
B-17
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT (CONTINUED)
(Expressed in Renminbi unless otherwise indicated)
10. | ACCOUNTS RECEIVABLE |
Ageing analysis of accounts receivable, net of impairment loss for doubtful accounts is as follows:
As at 30 June 2010 |
As at 31 December 2009 | |||
RMB million | RMB million | |||
Due within 1 month |
4,753 | 4,275 | ||
Due after 1 month but within 2 months |
1,162 | 1,012 | ||
Due after 2 months but within 3 months |
649 | 673 | ||
Due after 3 months |
448 | 445 | ||
7,012 | 6,405 | |||
Accounts receivable primarily comprise receivables from customers. Accounts receivable from customers are due for payment within one month from date of billing. Customers with balances that are overdue or exceed credit limits are required to settle all outstanding balances before any further phone calls can be made.
Accounts receivable are expected to be recovered within one year.
11. | OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENT ASSETS |
Other receivables are expected to be recovered within one year, which primarily comprise interest receivable from banks, utilities deposits and rental deposits.
Prepayments and other current assets include primarily construction prepayment and rental prepayment.
12. | AMOUNTS DUE FROM/TO ULTIMATE HOLDING COMPANY |
Amounts due from/to ultimate holding company are unsecured, non-interest bearing, repayable on demand and arose in the ordinary course of business.
13. | CASH AND CASH EQUIVALENTS |
As at 30 June |
As at 31 December | |||
RMB million | RMB million | |||
Deposits with banks within three months of original maturity |
6,104 | 8,971 | ||
Cash at bank and in hand |
93,731 | 69,923 | ||
99,835 | 78,894 | |||
B-18
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT (CONTINUED)
(Expressed in Renminbi unless otherwise indicated)
14. | ACCOUNTS PAYABLE |
Accounts payable primarily include payables for network expansion projects expenditure, maintenance and interconnection expenses.
The ageing analysis of accounts payable is as follows:
As at 30 June |
As at 31 December | |||
RMB million | RMB million | |||
Due within 1 month or on demand |
88,444 | 72,883 | ||
Due after 1 month but within 3 months |
6,387 | 8,965 | ||
Due after 3 months but within 6 months |
3,715 | 6,420 | ||
Due after 6 months but within 9 months |
2,813 | 3,691 | ||
Due after 9 months but within 12 months |
5,087 | 4,026 | ||
106,446 | 95,985 | |||
15. | INTEREST-BEARING BORROWINGS |
As at 30 June 2010 | As at 31 December 2009 | |||||||||||||
Current liabilities |
Non-current liabilities |
Total |
Current liabilities |
Non-current liabilities |
Total | |||||||||
Note | RMB million | RMB million | RMB million | RMB million | RMB million | RMB million | ||||||||
Bonds |
(i) | 4,959 | 4,981 | 9,940 | | 9,918 | 9,918 | |||||||
Deferred consideration payable |
(ii) | | 23,633 | 23,633 | | 23,633 | 23,633 | |||||||
4,959 | 28,614 | 33,573 | | 33,551 | 33,551 | |||||||||
All of the above interest-bearing borrowings are unsecured, and the non-current portion is not expected to be settled within one year.
(i) | As at 30 June 2010, the bonds represent the balance of ten-year guaranteed bonds (Ten-year Bonds) and fifteen-year guaranteed bonds (Fifteen-year Bonds), with a principal amount of RMB5,000,000,000 and RMB5,000,000,000 respectively, at an issue price equal to the face value of the bonds. |
The Ten-year Bonds bear interest at a floating rate, adjusted annually from the first day of each interest payable year and payable annually. The bonds, redeemable at 100% of the principal amount, will mature on 18 June 2011 and the interest will be accrued up to 17 June 2011.
The Fifteen-year Bonds bear interest at the rate of 4.5% per annum and payable annually. The bonds, redeemable at 100% of the principal amount, will mature on 28 October 2017 and the interest will be accrued up to 27 October 2017.
The Company has issued a joint and irrevocable guarantee (the Guarantee) for the performance of the bonds. China Mobile Communications Corporation (CMCC), the ultimate holding company, has also issued a further guarantee in relation to the performance by the Company of its obligations under the Guarantee.
B-19
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT (CONTINUED)
(Expressed in Renminbi unless otherwise indicated)
15. | INTEREST-BEARING BORROWINGS (CONTINUED) |
(ii) | As at 30 June 2010, the deferred consideration payable represents the balance of the deferred consideration of RMB9,976,000,000 and RMB13,657,000,000 payable to immediate holding company in respect of the acquisitions of subsidiaries in 2002 and 2004, respectively. |
The deferred consideration payable is unsecured and bears interest at the rate of two-year US dollar LIBOR swap rate per annum (for the six months ended 30 June 2010: 3.238% to 3.331% per annum; for the six months ended 30 June 2009: 3.238% to 3.331% per annum). The balances are subordinated to other senior debts owed by the Company from time to time. The Company may make early payment of all or part of the balances at any time before the repayment date without penalty. The balances in respect of the acquisitions of subsidiaries in 2002 and 2004 are due on 1 July 2017 and 2019, respectively.
16. | SHARE CAPITAL |
Issued and fully paid:
Number of shares |
HK$ million | Equivalent | ||||
RMB million | ||||||
As at 1 January 2010 |
20,060,853,651 | 2,006 | 2,139 | |||
Shares issued under share option scheme |
1,755,935 | | | |||
As at 30 June 2010 |
20,062,609,586 | 2,006 | 2,139 | |||
As at 30 June 2010, the outstanding options were as follows:
Number of instruments |
Vesting conditions | Contractual life of options | ||||
Options granted to directors |
||||||
on 3 July 2002 |
7,000 | 50% two years from the date of grant, | 10 years | |||
50% five years from the date of grant | ||||||
on 28 October 2004 |
744,175 | 40% one year from the date of grant, | 10 years | |||
30% two years from the date of grant, | ||||||
30% three years from the date of grant | ||||||
on 21 December 2004 |
475,000 | 40% one year from the date of grant, | 10 years | |||
30% two years from the date of grant, | ||||||
30% three years from the date of grant | ||||||
on 8 November 2005 |
5,685,500 | 40% one year from the date of grant, | 10 years | |||
30% two years from the date of grant, | ||||||
30% three years from the date of grant |
B-20
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT (CONTINUED)
(Expressed in Renminbi unless otherwise indicated)
16. | SHARE CAPITAL (CONTINUED) |
As at 30 June 2010, the outstanding options were as follows (continued):
Number of instruments |
Vesting conditions | Contractual life of options | ||||
Options granted to other employees |
||||||
on 3 July 2002 |
32,121,579 | 50% two years from the date of grant, | 10 years | |||
50% five years from the date of grant | ||||||
on 28 October 2004 |
119,297,579 | 40% one year from the date of grant, | 10 years | |||
30% two years from the date of grant, | ||||||
30% three years from the date of grant | ||||||
on 8 November 2005 |
267,488,300 | 40% one year from the date of grant, | 10 years | |||
30% two years from the date of grant, | ||||||
30% three years from the date of grant | ||||||
Total share options |
425,819,133 | |||||
No share options were granted to the directors of the Company and employees of the Group or lapsed during the six months ended 30 June 2009 and 2010.
During the six months ended 30 June 2010, the employees of the Group exercised options to subscribe for 1,755,935 ordinary shares of the Company. The directors of the Company did not exercise any share options during the six months ended 30 June 2010.
Details of share options exercised during the period
grant date | Exercise price | Weighted average share of the share options exercised |
Proceeds received |
Number of shares involved in the options | |||||||
3 July 2002 |
HK$ | 22.85 | HK$ | 77.52 | HK$ | 30,398,041 | 1,330,330 | ||||
28 October 2004 |
HK$ | 22.75 | HK$ | 77.33 | HK$ | 8,158,719 | 358,625 | ||||
8 November 2005 |
HK$ | 34.87 | HK$ | 77.27 | HK$ | 2,335,593 | 66,980 | ||||
1,755,935 | |||||||||||
B-21
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT (CONTINUED)
(Expressed in Renminbi unless otherwise indicated)
17. | RELATED PARTY TRANSACTIONS |
(a) | Transactions with CMCC group |
The following is a summary of principal related party transactions entered into by the Group with CMCC and its subsidiaries, excluding the Group, (the CMCC Group), for the six months ended 30 June 2009 and 2010.
Six months ended 30 June | ||||||
2010 | 2009 | |||||
Note | RMB million | RMB million | ||||
Property leasing and management services charges |
(i) | 439 | 563 | |||
Telecommunications services charges |
(ii) | 876 | 1,029 | |||
Interest paid/payable |
(iii) | 384 | 362 | |||
Interconnection revenue |
(iv) | 161 | 193 | |||
Interconnection charges |
(iv) | 215 | 215 | |||
Leased line charges |
(iv) | 29 | 10 | |||
Network capacity leasing charge paid/payable |
(v) | 282 | 53 | |||
Sales channel utilizing fee received/receivable |
(vi) | 12 | | |||
Sales channel utilizing charge paid/payable |
(vi) | 331 | | |||
Notes:
(i) | Property leasing and management services charges represent the rental and property management fees paid/payable to the CMCC Group in respect of business premises and offices, retail outlets and warehouses. |
(ii) | Telecommunications services charges represent the amounts paid/payable to CMCC Group for the telecommunications project planning, design and construction services, telecommunications line and pipeline construction services, and telecommunications line maintenance services. |
(iii) | Interest paid/payable represents the interest paid/payable to China Mobile Hong Kong (BVI) Limited, the Companys immediate holding company, in respect of the balance of purchase consideration for acquisitions of subsidiaries. |
(iv) | The amounts represent settlement received/receivable from or paid/payable to China TieTong Telecommunications Corporation, a wholly-owned subsidiary of CMCC, in respect of interconnection settlement and lease line charges. |
(v) | The amount represents leasing fees paid/payable to CMCC Group in respect of leasing of TD-SCDMA network capacity. |
(vi) | The amounts represent the sales channel settlement received/receivable from or paid/payable to CMCC Group for utilizing the existing sales channels and resources, such as sales outlets, internet sales network, etc.. |
B-22
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT (CONTINUED)
(Expressed in Renminbi unless otherwise indicated)
17. | RELATED PARTY TRANSACTIONS (CONTINUED) |
(b) | Transactions with other state-controlled entities in the PRC |
Apart from transactions with the CMCC Group (note 17(a)), the Group, a state-controlled enterprise, conducts certain business activities with enterprises directly or indirectly owned or controlled by the PRC government and governmental authorities and agencies (collectively referred to as state-controlled entities) in the ordinary course of business. These transactions primarily include providing telecommunication services, rendering and receiving services, sales and purchase of goods and deposits with financial institutions, are carried out at terms similar to those that would be entered into with non-state-controlled entities and have been reflected in the financial statements. These transactions are conducted and settled in accordance with rules and regulations stipulated by related authorities of the PRC Government.
Set out below are the principal transactions and balances with state-controlled telecommunications operators and state-controlled financial institutions in the PRC:
(i) | Principal transactions with state-controlled telecommunications operators in the PRC: |
Six months ended 30 June | ||||
2010 RMB million |
2009 RMB million | |||
Interconnection revenue |
8,131 | 7,010 | ||
Interconnection charges |
9,681 | 9,307 | ||
Leased line charges |
1,060 | 1,110 | ||
(ii) | Principal balances with state-controlled telecommunications operators in the PRC: |
As at 2010 |
As at 31 December | |||
RMB million | RMB million | |||
Accounts receivable and other receivables |
788 | 580 | ||
Accounts payable and other payables |
1,193 | 964 | ||
(iii) | Principal transactions with state-controlled financial institutions in the PRC: |
Six months ended 30 June | ||||
2010 | 2009 | |||
RMB million | RMB million | |||
Interest income |
2,610 | 3,115 | ||
(iv) | Principal balances with state-controlled financial institutions in the PRC: |
As at 2010 |
As at 31 December | |||
Deposits with banks |
216,787 | 183,602 | ||
Cash and cash equivalents |
94,755 | 72,085 | ||
B-23
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT (CONTINUED)
(Expressed in Renminbi unless otherwise indicated)
18. | COMMITMENTS |
(a) | Capital commitments |
The Group had capital commitments as follows:
As at 30 June 2010 |
As at 31 December RMB million | |||
Commitments in respect of land and buildings |
||||
authorized and contracted for |
4,352 | 5,160 | ||
authorized but not contracted for |
12,519 | 20,494 | ||
16,871 | 25,654 | |||
Commitments in respect of telecommunications equipment |
||||
authorized and contracted for |
15,033 | 15,663 | ||
authorized but not contracted for |
51,687 | 61,919 | ||
66,720 | 77,582 | |||
Total commitments |
||||
authorized and contracted for |
19,385 | 20,823 | ||
authorized but not contracted for |
64,206 | 82,413 | ||
83,591 | 103,236 | |||
(b) | Operating lease commitments |
The total future minimum lease payments under non-cancellable operating leases are payable as follows:
Land and buildings RMB million |
Leased lines RMB million |
Others RMB million |
Total RMB million | |||||
As at 30 June 2010 |
||||||||
Within one year |
4,457 | 1,021 | 609 | 6,087 | ||||
After one year but within five years |
8,744 | 995 | 823 | 10,562 | ||||
After five years |
2,917 | 168 | 199 | 3,284 | ||||
16,118 | 2,184 | 1,631 | 19,933 | |||||
As at 31 December 2009 |
||||||||
Within one year |
4,459 | 1,069 | 554 | 6,082 | ||||
After one year but within five years |
8,809 | 1,429 | 541 | 10,779 | ||||
After five years |
3,161 | 308 | 141 | 3,610 | ||||
16,429 | 2,806 | 1,236 | 20,471 | |||||
B-24
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT (CONTINUED)
(Expressed in Renminbi unless otherwise indicated)
19. | POST BALANCE SHEET EVENT AND OTHER EVENT |
(a) | Post balance sheet event |
After the balance sheet date the directors declared an ordinary interim dividend. Further details are disclosed in note 7(a).
(b) | Other event |
A wholly-owned subsidiary of the Company, China Mobile Group Guangdong Co., Ltd., entered into a share subscription agreement (the Agreement) with Shanghai Pudong Development Bank Co., Ltd. on 10 March 2010. The information of the Agreement has been disclosed in the note 41, non-adjusting post balance sheet events, in the Groups financial statements for the year ended 31 December 2009. The transaction has not been completed by 30 June 2010.
20. | POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE ANNUAL ACCOUNTING PERIOD ENDING 31 DECEMBER 2010 |
Up to the date of issue of the Groups interim financial report, the IASB/HKICPA has issued a number of amendments, new standards and interpretations which are not yet effective for the accounting period ending 31 December 2010 and which have not been adopted in the interim financial report.
Of these developments, the following relate to matters that may be relevant to the Groups operations and financial statements:
Effective for or after | ||
Improvements to IFRSs/HKFRSs (2010) |
1 January 2011 | |
IAS/HKAS 24 (revised), Related Party Disclosures |
1 January 2011 | |
IFRS/HKFRS 9, Financial Instruments |
1 January 2013 |
The Group is in the process of making an assessment of what the impact of these amendments, new standards and new interpretations is expected to be in the period of initial application. So far it has concluded that while the adoption of them may result in new or amended disclosures, it is unlikely to have a significant impact on the Groups results of operations and financial position.
B-25
DISCUSSION OF SELECTED ITEMS IN THE INTERIM RESULTS
1. | Capital expenditure |
In the first half of 2010, the Group continued to pursue investment principle of Scientific planning, Strict Management, Living within our means and Farsighted investment, focused on strengthening project management and optimized resource allocation to effectively support stable growth in our customers and voice usage volume. The Groups capital expenditure for the first half of 2010 was RMB61,504 million, representing 26.8% of operating revenue, which was mainly used for the construction of 2G/3G network, transmission facilities, business support system and infrastructure buildings and for the development of new technologies and new businesses. The capital expenditure was primarily financed by cash flow generated from operations. To ensure the investment effectiveness, the Group adopted a 2G/3G network integration strategy. During the first half of 2010, over 70% of the capital investment were compatible to 3G. The Group is committed to further strengthening network advantages, maintaining network quality, continuously pursuing rational investment and evaluating the cost- effectiveness of capital investment, with an aim to achieve low-cost, high-efficiency operation and to ensure favorable investment returns.
2. | Operating expense |
In the first half of 2010, while facing various challenges, such as the increasing mobile telecommunications penetration rate and changing competitive landscape, the Group grasped the opportunities brought about by the continuous recovery of the macro economy and adhered to the cost-effective resource allocation principle of forward planning, effective resource allocation, rational investment and refined management, further increased investments in sales promotion, customer service, channel construction and network optimization in order to support our stable business development, as well as to consolidate our global leadership position in respect of network, business and services. The Groups operating expenses for the first half of 2010 totaled RMB156,421 million, representing an increase of 9.5% over the same period of last year and accounting for 68.1% of operating revenue. With the continued growth of the business, the Companys advantages of economies of scale continued to be realized. This was reflected through the decline of average operating expenses per user per month and average operating expenses per minute of usage by 3.1% and 8.7%, respectively, despite the fact that there was an increase of 7.9%, 12.4% and 20.0% in operating revenue, number of customers and voice usage volume, respectively, over the same period of last year.
B-26
DISCUSSION OF SELECTED ITEMS IN THE INTERIM RESULTS (CONTINUED)
3. | Strong cash flow and sound capital structure |
The stable growth in business and revenue, refined cost control measures, highly-efficient capital expenditure management, and the continuous effect of economies of scale continue to generate strong cash flow for the Group. Free cash flow (net cash generated from operating activities after deduction of capital expenditure incurred) of the Group was RMB65,084 million for the six months ended 30 June 2010. As of 30 June 2010, the Groups total cash and bank balances were RMB317,424 million, of which 98.7%, 0.2% and 1.1% were denominated in RMB, U.S. dollar and Hong Kong dollar, respectively.
As of 30 June 2010, the Groups debt to capitalization ratio (with capitalization representing the sum of total debt and total shareholders equity value) was approximately 6.1%. At the end of June 2010, the short-term and long-term borrowings of the Group totaled RMB34,771 million. The financial position of the Group continued to remain at a sound level. Of the total borrowings, 32.0% was in RMB (consisting principally of RMB bonds), and 68.0% was in U.S. dollar (consisting principally of the balances of the deferred consideration for the acquisitions of the eight and ten provincial telecommunications operators). Approximately 82.4% of the Groups borrowings were made at floating interest rates. The effective average interest rate of borrowings of the Group was approximately 3.68% in the first half of 2010, whereas the interest coverage multiple (ratio of profit before interest and tax to interest expenses) amounted to 120 times.
The Group will continue to pursue prudent financial principle, adhere to efficient financial risk management, strive to maintain a robust cash generating capability, adopt wise resource allocation, maintain a sound debt profit and level, as well as reinforce and develop favorable economic benefits, with a view to generating returns for its shareholders continuously.
4. | Personnel expense |
The Group continued to strengthen its highly-efficient personnel management and incentive mechanism, adhere to the people-oriented principle and continuously enhance its human resource management. The Group has implemented a comprehensive budget management system and performance-based evaluation system, which helped to maintain its competitive advantage in terms of human resources while effectively controlling personnel expense. Personnel expense for the first half of 2010 was RMB11,128 million, representing 4.8% of the operating revenue, which remained the same compared to the same period of last year. The Group had a total of 153,098 employees as of 30 June 2010.
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PURCHASE, SALE OR REDEMPTION OF THE COMPANYS LISTED SECURITIES
During the six months ended 30 June 2010, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Companys listed securities.
AUDIT COMMITTEE
The Audit Committee reviewed with management the accounting principles and practices adopted by the Group and discussed auditing, internal control and financial report matters, including the review of the unaudited interim report for the six months ended 30 June 2010.
COMPLIANCE WITH THE CODE PROVISIONS OF THE CODE ON CORPORATE GOVERNANCE PRACTICES
Throughout the six months ended 30 June 2010, the roles of the Chairman and the Chief Executive Officer were performed by Mr. Wang Jianzhou. Mr. Wang Jianzhou joined the Board of Directors of the Company in November 2004 and had been the Chairman and the Chief Executive Officer of the Company since his appointment to the Board. Mr. Wang was in charge of the overall management of the Company.
With effect from 19 August 2010, Mr. Wang Jianzhou, Executive Director, Chairman and Chief Executive Officer of the Company has ceased to be the Chief Executive Officer and remains as Executive Director and Chairman of the Company. Mr. Li Yue, Executive Director and Vice President of the Company, has been re-designated as Executive Director and Chief Executive Officer of the Company. The Company has complied with all the code provisions of the Code on Corporate Governance Practices as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules).
COMPLIANCE WITH THE MODEL CODE
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the Model Code) as set out in Appendix 10 to the Listing Rules, as amended. All directors have confirmed, following enquiry by the Company, that they have complied with the required standard set out in the Model Code throughout the period from 1 January 2010 to 30 June 2010.
CLOSURE OF REGISTER OF MEMBERS
The Board declared an interim dividend for the six months ended 30 June 2010 of HK$1.417 per share (before withholding and payment of PRC enterprise income tax) (the 2010 Interim Dividend) to the shareholders of the Company.
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The register of members of the Company will be closed from Monday, 13 September 2010 to Wednesday, 15 September 2010 (both days inclusive). During this period, no transfer of shares will be registered. In order to qualify for the 2010 Interim Dividend, all transfers of shares accompanied by the relevant share certificates must be lodged with the Companys share registrar, Hong Kong Registrars Limited, at Shops 17121716, 17th Floor, Hopewell Centre, 183 Queens Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Friday, 10 September 2010. The 2010 Interim Dividend will be paid on or about Thursday, 30 September 2010 to those shareholders on the register of members on Wednesday, 15 September 2010 (the Record Date).
WITHHOLDING AND PAYMENT OF ENTERPRISE INCOME TAX FOR NON- RESIDENT ENTERPRISES IN RESPECT OF 2010 INTERIM DIVIDEND
Pursuant to the Enterprise Income Tax Law of the Peoples Republic of China, the Detailed Rules for the Implementation of the Enterprise Income Tax Law of the Peoples Republic of China and the Notice regarding Matters on Determination of Tax Residence Status of Chinese-controlled Offshore Incorporated Enterprises under Rules of Effective Management, the Company is required to withhold and pay 10% enterprise income tax when it distributes the 2010 Interim Dividend to its non-resident enterprise shareholders. The withholding and payment obligation lies with the Company. In respect of all shareholders whose names appear on the Companys register of members as at the Record Date who are not individuals (including HKSCC Nominees Limited, corporate nominees or trustees such as securities companies and banks, and other entities or organisations, which are all considered as non-resident enterprise shareholders), the Company will distribute the 2010 Interim Dividend after deducting enterprise income tax of 10%. The Company will not withhold and pay the income tax in respect of the 2010 Interim Dividend payable to any natural person shareholders whose names appear on the Companys register of members as at the Record Date.
If any resident enterprise (as defined in the Enterprise Income Tax Law of the Peoples Republic of China) listed on the Companys register of members which is duly incorporated in the Peoples Republic of China (the PRC) or under the laws of a foreign country (or a region) but with a PRC-based de facto management body, does not desire to have the Company withhold and pay the said 10% enterprise income tax, it shall lodge with Hong Kong Registrars Limited documents from its governing tax authority confirming that the Company is not required to withhold and pay enterprise income tax in respect of the dividend that it is entitled at or before 4:30 p.m. on Friday, 10 September 2010.
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FORWARD-LOOKING STATEMENTS
Certain statements contained in this announcement may be viewed as forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual performance, financial condition or results of operations of the Company to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. Further information regarding these risks, uncertainties and other factors is included in the Companys most recent Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the SEC) and in the Companys other filings with the SEC.
PUBLICATION OF INTERIM RESULTS ON THE WEBSITE OF THE STOCK EXCHANGE OF HONG KONG LIMITED AND THE COMPANY
The 2010 Interim Report will be despatched to shareholders as well as made available on the HKExnews website of The Stock Exchange of Hong Kong Limited at http://www.hkexnews.hk and the website of the Company at http://www.chinamobileltd.com.
The 2010 interim financial information set out above does not constitute the Groups statutory financial statements for the six months ended 30 June 2010 but is extracted from the financial statements for the six months ended 30 June 2010 to be included in the 2010 Interim Report.
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Wang Jianzhou, Mr. Li Yue, Mr. Lu Xiangdong, Mr. Xue Taohai, Madam Huang Wenlin, Mr. Sha Yuejia, Mr. Liu Aili, Madam Xin Fanfei 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 and Mr. Nicholas Jonathan Read as a non-executive director.
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Exhibit 3.1
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.
CHINA MOBILE LIMITED
(Incorporated in Hong Kong with limited liability under the Companies Ordinance) (Stock Code: 941) |
CLOSURE OF REGISTER OF MEMBERS
AND
ANNOUNCEMENT IN RELATION TO THE WITHHOLDING AND
PAYMENT OF ENTERPRISE INCOME TAX FOR NON-RESIDENT
ENTERPRISES IN RESPECT OF 2010 INTERIM DIVIDEND
Reference is made to the 2010 interim results announcement of China Mobile Limited (the Company) published on 19 August 2010. The board of directors of the Company (the Board) declared an interim dividend for the six months ended 30 June 2010 of HK$1.417 per share (before withholding and payment of PRC enterprise income tax) (the 2010 Interim Dividend) to the shareholders of the Company.
Notice is hereby given that the register of members of the Company will be closed from Monday, 13 September 2010 to Wednesday, 15 September 2010 (both days inclusive). During this period, no transfer of shares will be registered. In order to qualify for the 2010 Interim Dividend, all transfers of shares accompanied by the relevant share certificates must be lodged with the Companys share registrar, Hong Kong Registrars Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queens Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Friday, 10 September 2010. The 2010 Interim Dividend will be paid on or about Thursday, 30 September 2010 to those shareholders on the register of members on Wednesday, 15 September 2010 (the Record Date). This announcement constitutes a notice pursuant to section 99 of the Companies Ordinance (Chapter 32 of Laws of Hong Kong).
Pursuant to the Enterprise Income Tax Law of the Peoples Republic of China, the Detailed Rules for the Implementation of the Enterprise Income Tax Law of the Peoples Republic of China and the Notice regarding Matters on Determination of Tax Residence Status of Chinese-controlled Offshore Incorporated Enterprises under Rules of Effective Management, the Company is required to withhold and pay 10% enterprise income tax when it distributes the 2010 Interim Dividend to its non-resident enterprise shareholders. The withholding and payment obligation lies with the Company. In respect of all shareholders whose names appear on the Companys register of members as at the Record Date who are not individuals (including HKSCC Nominees Limited, corporate nominees or trustees such as securities companies and banks, and other entities or organisations, which are all considered as non-resident enterprise shareholders), the Company will distribute the 2010 Interim Dividend after deducting enterprise income tax of 10%. The Company will not withhold and pay the income tax in respect of the 2010 Interim Dividend payable to any natural person shareholders whose names appear on the Companys register of members as at the Record Date.
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If any resident enterprise (as defined in the Enterprise Income Tax Law of the Peoples Republic of China) listed on the Companys register of members which is duly incorporated in the PRC or under the laws of a foreign country (or a region) but with a PRC-based de facto management body, does not desire to have the Company withhold and pay the said 10% enterprise income tax, it shall lodge with Hong Kong Registrars Limited documents from its governing tax authority confirming that the Company is not required to withhold and pay enterprise income tax in respect of the dividend that it is entitled at or before 4:30 p.m. on Friday, 10 September 2010.
Investors should read this announcement carefully. If anyone would like to change the identity of the holders in the register of members, please enquire about the relevant procedures with the nominees or trustees. The Company will withhold for payment of the enterprise income tax for its non-resident enterprise shareholders strictly in accordance with the relevant laws and requirements of the relevant government departments and adhere strictly to the information set out in the Companys register of members on the Record Date. The Company assumes no liability whatsoever in respect of and will not entertain any claims arising from any delay in, or inaccurate determination of, the status of the shareholders or any disputes over the mechanism of withholding.
By Order of the Board |
China Mobile Limited Wong Wai Lan, Grace |
Company Secretary |
Hong Kong, 20 August 2010
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Wang Jianzhou, Mr. Li Yue, Mr. Lu Xiangdong, Mr. Xue Taohai, Madam Huang Wenlin, Mr Sha Yuejia, Mr. Liu Aili, Madam Xin Fanfei 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 and Mr. Nicholas Jonathan Read as a non-executive director.
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