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 May 2021
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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1.1 |
Review Decision in relation to NYSE Determination to Delist American Depositary Shares, dated May 7, 2021 |
FORWARD-LOOKING STATEMENTS
This announcement contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are, by their nature, subject to significant risks and uncertainties. These forward-looking statements include, without limitation, statements relating to:
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our business objectives and strategies, including those relating to the development of our terminal procurement and distribution business; |
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our operations and prospects; |
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our network expansion and capital expenditure plans; |
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the expected impact of any acquisitions or other strategic transactions; |
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our provision of services, including fifth generation, or 5G, services, wireline broadband services and services based on technological evolution, and our ability to attract customers to these services; |
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the planned development of future generations of mobile technologies, including 5G technologies, and other technologies and related applications; |
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the anticipated evolution of the industry chain of 5G and future generations of mobile technologies, including future development in, and availability of, terminals that support our provision of services based on 5G and future generations of mobile technologies, and testing and commercialization of future generations of mobile technologies; |
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the expected benefit from our collaboration with China Broadcasting Network Corporation Ltd., or China Broadcasting, with respect to the co-construction and sharing of 5G network; |
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the expected benefit from our investment in and any arrangements with China Tower Corporation Limited (or China Tower, formerly known as China Communications Facilities Services Corporation Limited); |
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the expected impact of the implementation in the mainland of China of the policy of “speed upgrade and tariff reduction” and the cancellation of roaming tariffs on our business, financial condition and results of operations; |
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the expected impact of tariff changes on our business, financial condition and results of operations; |
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the potential impact of restrictions, sanctions or other legal or regulatory actions under relevant laws and regulations in various jurisdictions on our telecommunications equipment suppliers and other business partners; |
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the potential impact of the outcome of the State Administration for Market Regulation’s investigation on us; |
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the impact of the outbreak of the coronavirus disease, or COVID-19, a disease caused by a novel strain of coronavirus, on the PRC economy and our operations and financial performance; |
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the impact of Executive Order 13959 signed by the President of the United States and any rules or regulations adopted, guidance issued or actions taken by U.S. regulators to implement or comply with Executive Order 13959, including the ongoing delisting proceedings of our ADSs; |
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the impact of the Holding Foreign Companies Accountable Act and any rules or regulations adopted by U.S. regulators to implement such legislation; |
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the expected impact of new service offerings on our business, financial condition and results of operations; and |
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future developments in the telecommunications industry in the mainland of China, including changes in the regulatory and competitive landscape. |
The words “aim”, “anticipate”, “believe”, “could”, “endeavor”, “estimate”, “expect”, “intend”, “may”, “plan”, “seek”, “should”, “strive”, “target”, “will” and similar expressions, as they relate to us, are intended to identify certain of these forward-looking statements. We do not intend to update these forward-looking statements and are under no obligation to do so.
These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including the risk factors set forth in the “Risk Factor” section of our latest Annual Report on Form 20-F, as filed with the U.S. Securities and Exchange Commission.
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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: |
May 10, 2021 |
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By: |
/s/ Dong Xin |
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Name: |
Dong Xin |
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Title: |
Executive Director and Chief Executive Officer |
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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.
REVIEW DECISION IN RELATION TO NYSE DETERMINATION TO DELIST AMERICAN DEPOSITARY SHARES
This announcement is made by China Mobile Limited (the “Company”) on a voluntary basis.
Reference is made to (i) the announcement of the Company dated 7 January 2021 in relation to the announcement by The New York Stock Exchange LLC (the “NYSE”) that NYSE Regulation had determined to re-commence delisting proceedings of the American Depositary Shares of the Company (NYSE stock ticker: CHL) (the “ADSs”) (the “Determination”); and (ii) the announcement of the Company dated 21 January 2021 in relation to the Company’s written request for a review of the Determination by a Committee of the Board of Directors of the NYSE (the “Committee”).
In order to protect the lawful rights of the Company and its shareholders, on 20 January 2021 (US Eastern standard time), the Company filed with the NYSE a written request for a review of the Determination by the Committee. On 6 May 2021 (US Eastern daylight time), the Committee affirmed the Determination. Pursuant to Section 804.00 of the NYSE Listed Company Manual, the Company expects the NYSE to file a Form 25 with the US Securities and Exchange Commission (the “SEC”) to strike the Company’s ADSs from listing and registration and furnish a copy of it to the Company. Prior to that, the NYSE will give public notice of its final determination to remove the Company’s ADSs from listing by issuing a press release and posting a notice on its website until the delisting is effective. Pursuant to Rule 12d2-2 under the US Securities Exchange Act of 1934, as amended, the delisting of the Company’s ADSs will be effective 10 days after the Form 25 is filed.
The Bank of New York Mellon is the depositary for the Company’s ADSs. Holders of ADSs may surrender their ADSs to The Bank of New York Mellon for cancellation and withdrawal of a corresponding amount of ordinary shares of the Company subject to the terms of the deposit agreement entered into among the Company, The Bank of New York Mellon, and holders and beneficial owners of ADSs from time to time. Each ADS can be cancelled for delivery of five ordinary shares of the Company, which are listed for trading on The Stock Exchange of Hong Kong Limited, upon payment of certain fees of The Bank of New York Mellon and satisfaction of the other requirements of the deposit agreement. In view of the suspension of trading in the ADSs by the NYSE since 4:00 a.m. (US Eastern standard time) on 11 January 2021 and the impending delisting of the Company’s ADSs, holders of the ADSs may consult with their professional advisers or The Bank of New York Mellon regarding the exchange of the ADSs into ordinary shares of the Company.
Since its listing in October 1997, the Company has complied strictly with the laws and regulations, market rules as well as regulatory requirements of its listing venues, and has been operating in
accordance with laws and regulations. The Company will continue to pay close attention to the development of related matters and seek professional advice to protect the lawful rights of the Company and its shareholders. Further announcement(s) will be made pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and applicable laws as necessary and when appropriate in the future.
Shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company.
By Order of the Board
China Mobile Limited
Wong Wai Lan, Grace
Company Secretary
Hong Kong, 7 May 2021
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Yang Jie, Mr. Dong Xin, Mr. Wang Yuhang and Mr. Li Ronghua as executive directors and Dr. Moses Cheng Mo Chi, Mr. Paul Chow Man Yiu, Mr. Stephen Yiu Kin Wah and Dr. Yang Qiang as independent non-executive directors.