PDF《CHINA MOBILE LIMITED 中国移动有限公司》

27 November

2015 Parties Seller: TieTong Purchaser: CM TieTong 14.58(3) 14.60(1) C

3 C Subject of the Acquisition Pursuant to the Acquisition Agreement, CM TieTong has agreed to acquire, and TieTong has agreed to sell, the Target Assets and Businesses. TieTong is a wholly-owned subsidiary of CMCC with thirty-one branches in all thirty-one provinces, autonomous regions and directly- administered municipalities and has engaged in fixed-line telecommunications operations. TieTong has an extensive nationwide backbone network, metro fibre, IPv4 addresses, and real property interests and land assets in thirty-one provinces, autonomous regions and directly- administered municipalities. It also has over

10 million fixed broadband and fixed line customers respectively as well as employees with substantial experience within the fixed line industry. Please refer to the section titled FURTHER INFORMATION ON THE TARGET ASSETS AND BUSINESSES in this announcement for further details. Consideration, Consideration Payment Terms and Assumption of Net Debt The consideration for the Acquisition is RMB31.88 billion (equivalent to approximately HK$38.67 billion) (the Consideration ) and is subject to the Price Adjustment Mechanism described in the Acquisition Agreement. In addition, CM TieTong will also assume Net Debt of approximately RMB2.34 billion (equivalent to approximately HK$2.84 billion). The Consideration and the Price Adjustment Mechanism were arrived at after arm'

s length negotiations between the parties and are on normal commercial terms, with reference to various factors including, but not limited to, a valuation range determined using a number of generally accepted industry valuation methodologies and conventions, the audited value of the Target Assets and Businesses, the appraised value of the Target Assets and Businesses (based on a report produced by an independent appraiser commissioned by TieTong), the potential synergies as a result of the Acquisition, the prevailing business conditions and growth prospects of the Target Assets and Businesses, standard commercial terms, and other considerations such as those that arise during the normal course of negotiations. The Consideration will be adjusted in accordance with the Price Adjustment Mechanism. The adjustment to the Consideration is primarily driven by the impact of the changes in working capital, capital expenditure, depreciation and liabilities etc. of the Target Assets and Businesses on its audited book value of the net assets during the Relevant Period. CM TieTong and TieTong agreed that the Price Adjustment Amount will not exceed RMB1 billion (equivalent to approximately HK$1.21 billion). The final consideration will not exceed RMB32.88 billion (equivalent to approximately HK$39.88 billion). The Consideration will be paid by CM TieTong to TieTong on the Completion Date. The Price Adjustment Amount will be paid by CM TieTong to TieTong within

15 working days after the independent auditor has submitted the audit report in relation to the Target Assets and Businesses as at the Completion Date. The payment of the Consideration and the Price Adjustment Amount will be funded by the Group'

s internal resources. 14.60(2) 14.58(4) 14.58(5) 14.58(4) C

4 C Conditions Precedent The completion of the Acquisition is subject to the satisfaction of the following conditions: (1) the Acquisition Agreement becoming effective;

(2) all the representations and warranties provided by TieTong pursuant to the Acquisition Agreement on the date of the Acquisition Agreement remain true, accurate, intact and in all material respects do not mislead, be deceptive or have omissions as at the Completion Date;