WE
CREATED A
MIRACLE
ANNUAL REPORT 2014
CHINA MOBILE LIMITED
Stock Code: 941
720,000
+
base stations
more than
90 million
customers
CONTENTS
2
6
8
10
11
16
24
30
35
48
50
66
69
70
72
74
75
76
78
Milestones
Financial Highlights
Company Profile
Corporate Information
Biographies of Directors and Senior
Management
Chairman’s Statement
Business Review
Financial Review
Corporate Governance Report
Human Resources Development
Report of Directors
Notice of the Annual General
Meeting
Independent Auditor’s Report
Consolidated Statement of
Comprehensive Income
Consolidated Balance Sheet
Balance Sheet
Consolidated Statement of
Changes in Equity
Consolidated Statement of
Cash Flow
Notes to the Consolidated Financial
Statements
130
Financial Summary
132
Glossary
MILESTONES
1997
3 SEPTEMBER
1999
2 NOVEMBER
China Telecom (Hong Kong) Limited
was incorporated in Hong Kong and
later changed its name to China Mobile
(Hong Kong) Limited and its name was
subsequently changed to China Mobile
Limited.
China Telecom (Hong Kong)
Limited completed an equity
offering of approximately
US$2 billion and an offering
of global notes of US$600
million due 2004.
22 & 23 OCTOBER
12 NOVEMBER
China Telecom (Hong Kong) Limited raised
US$4.2 billion in its initial public offering,
with its shares listed on the NYSE and
HKEx, respectively.
China Telecom (Hong Kong)
L i m i t e d c o m p l e t e d t h e
acquisition of Fujian Mobile,
Henan Mobile and Hainan
Mobile.
1998
4 JUNE
China Telecom (Hong Kong) Limited
completed the acquisition of Jiangsu
Mobile.
2000
28 JUNE
China Telecom (Hong Kong) Limited changed its name to
China Mobile (Hong Kong) Limited.
4 OCTOBER
China Mobile (Hong Kong) Limited and Vodafone Group Plc.
entered into a strategic investor subscription agreement,
whereby Vodafone Group Plc. agreed to acquire new shares
of China Mobile (Hong Kong) Limited for US$2.5 billion.
3 NOVEMBER
China Mobile (Hong Kong) Limited completed an equity
offering of approximately US$6.865 billion and an offering of
convertible notes of US$690 million due 2005. China Mobile
(Hong Kong) Limited also raised RMB12.5 billion by way of
syndicated loans.
13 NOVEMBER
China Mobile (Hong Kong) Limited completed the acquisition
of Beijing Mobile, Shanghai Mobile, Tianjin Mobile, Hebei
Mobile, Liaoning Mobile, Shandong Mobile and Guangxi
Mobile.
2003
22 JANUARY
The RMB8 billion corporate bonds, issued in China through
China Mobile (Hong Kong) Limited’s wholly-owned subsidiary,
were listed and commenced trading on the Shanghai Stock
Exchange and received an enthusiastic response from the
market.
2004
1 JULY
China Mobile (Hong Kong) Limited completed the acquisition
of Neimenggu Mobile, Jilin Mobile, Heilongjiang Mobile,
Guizhou Mobile, Yunnan Mobile, Xizang Mobile, Gansu
Mobile, Qinghai Mobile, Ningxia Mobile, Xinjiang Mobile, CMC
and Beijing P&T Consulting & Design Institute Company
Limited. The Company became the first overseas-listed PRC
telecommunications company operating in all 31 provinces,
autonomous regions and directly-administered municipalities
in Mainland China.
2002
1 JULY
China Mobile (Hong Kong)
L i m i t e d c o m p l e t e d t h e
acquisition of Anhui Mobile,
Jiangxi Mobile, Chongqing
Mobile, Sichuan Mobile,
Hubei Mobile, Hunan Mobile,
Shaanxi Mobile and Shanxi
Mobile.
28 OCTOBER
C h i n a M o b i l e ( H o n g
Kong) Limited, through its
wholly-owned subsidiary,
Guangdong Mobile, issued
a further RMB8 billion in
a g g r e g a t e o f c o r p o r a t e
bonds in China.
2001
18 JUNE
C h i n a M o b i l e ( H o n g
Kong) Limited, through its
wholly-owned subsidiary,
Guangdong Mobile, issued
an aggregate of RMB5 billion
of corporate bonds in China,
which were successfully
listed on the Shanghai Stock
Exchange on 23 October
2001.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
002
003
MILESTONES
2007
22 & 23 OCTOBER
The 10th anniversary of China
Mobile Limited’s listings on the
HKEx and NYSE.
2006
28 MARCH
China Mobile (Hong Kong) Limited completed the acquisition and
privatization of former China Resources Peoples Telephone Company
Limited which later changed its name to China Mobile Peoples
Telephone Company Limited. China Mobile Peoples Telephone
Company Limited became a wholly-owned subsidiary of China Mobile
(Hong Kong) Limited. China Mobile Peoples Telephone Company
Limited changed its name later to China Mobile Hong Kong Company
Limited.
29 MAY
China Mobile (Hong Kong) Limited changed its name to China Mobile
Limited.
8 JUNE
China Mobile Limited entered into a memorandum of understanding
with News Corporation and STAR Group Limited to build a long-term
wireless media strategic alliance.
2010
10 MARCH
T h e C o m p a n y ’ s w h o l l y -
owned subsidiary, Guangdong
Mobile and Shanghai Pudong
Development Bank Co., Ltd.
(“SPD Bank”), entered into a
share subscription agreement
to acquire 20% interest in SPD
B a n k a t a c o n s i d e r a t i o n o f
RMB39.5 billion. Completion of
the subscription took place in
October.
On 25 November, China Mobile
Limited and SPD Bank entered
into a strategic cooperation
agreement, thereby officially
commenced their cooperation
in areas of mobile finance and
mobile e-Commerce businesses.
2013
4 DECEMBER
2012
23 AUGUST
The Company’s wholly-owned
s u b s i d i a r y , C M C , e n t e r e d
i n t o a s h a r e s u b s c r i p t i o n
agreement with IFLYTEK CO.,
LTD. (“IFLYTEK”) to acquire
70,273,935 ordinary shares of
IFLYTEK, representing 15% of its
enlarged issued share capital, in
an effort to speed up our mobile
Internet deployment.
China Mobile Communications Corporation (our parent) was granted a
4G (TD-LTE) license. The Group has thus taken the lead in launching
its 4G commercial services in 16 cities in China, which has been
positively received by its customers.
18 DECEMBER
The Company launched the new commercial brand “and!” which
represents China Mobile’s belief in continuously seeking value
innovation, promoting industry developments and accomplishing the
strategic vision of “Mobile Changes Life”. This also represents that
China Mobile is always by the side of its customers, helps them to
achieve their dreams and accomplish excellence.
2014
9 JUNE
T h e C o m p a n y a g r e e d t o ,
t h r o u g h i t s w h o l l y - o w n e d
s u b s i d i a r y , s u b s c r i b e f o r
shares in True Corporation
Public Company Limited (“True
Corporation”) in Thailand through
a private placement for a total
consideration of approximately
RMB5.5 billion. Upon completion
of the transaction, the Company
indirectly holds 18% equity
interest in True Corporation.
11 JULY
China Mobile together with
C h i n a T e l e c o m a n d C h i n a
Unicom jointly established China
C o m m u n i c a t i o n s F a c i l i t i e s
Services Corporation Limited
( s u b s e q u e n t l y r e n a m e d a s
C h i n a T o w e r C o r p o r a t i o n
Limited). The Company through
its wholly-owned subsidiary
subscribed for shares in this
company for a consideration of
RMB4 billion, representing 40%
of its registered share capital.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
004
005
FINANCIAL HIGHLIGHTS
Operating revenue (RMB million)
641,448
630,177
581,835
Of which: Revenue from telecommunications services
2014
2013
2012
(RMB million)
EBITDA1 (RMB million)
EBITDA margin2
Profit attributable to equity shareholders (RMB million)
Margin of profit attributable to equity shareholders3
Basic EPS (RMB)
Dividend per share – Interim (HK$)
– Final (HK$)
– Full year (HK$)
581,817
235,259
36.7%
109,279
17.0%
5.38
1.540
1.380
2.920
590,811
240,426
38.2%
121,692
19.3%
6.05
1.696
1.615
3.311
560,413
253,646
43.6%
129,274
22.2%
6.43
1.633
1.778
3.411
1
2
3
The Company defines EBITDA as profit for the year before taxation, share of profit of associates, finance costs, interest income, non-operating
income (net), depreciation, amortization of other intangible assets and impairment loss of goodwill
EBITDA margin = EBITDA/Operating revenue
Margin of profit attributable to equity shareholders = Profit attributable to equity shareholders/Operating revenue
FINANCIAL HIGHLIGHTS
OPERATING REVENUE
(RMB million)
630,177
641,448
EBITDA
(RMB million)
EBITDA margin
38.2%
36.7%
240,426
235,259
2013
2014
2013
2014
PROFIT ATTRIBUTABLE
TO EQUITY SHAREHOLDERS
(RMB million)
Margin of profit attributable to equity shareholders
BASIC EPS
(RMB)
19.3%
17.0%
121,692
109,279
6.05
5.38
2013
2014
2013
2014
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
006
007
COMPANY PROFILE
China Mobile Limited (the “Company”, and together with its subsidiaries, the “Group”) was incorporated in Hong Kong on 3 September 1997.
The Company was listed on the New York Stock Exchange (“NYSE”) and The Stock Exchange of Hong Kong Limited (“HKEx” or the “Stock
Exchange”) on 22 October 1997 and 23 October 1997, respectively. The Company was admitted as a constituent stock of the Hang Seng Index
in Hong Kong on 27 January 1998.
As the leading mobile services provider in Mainland China, the Group boasts the world’s largest mobile network and the world’s largest mobile
customer base. In 2014, the Company was once again selected as one of the “FT Global 500” by Financial Times and “The World’s 2,000 Biggest
Public Companies” by Forbes magazine, and recognized on the Dow Jones Sustainability Emerging Markets Index. The Company currently has
a corporate credit rating of Aa3/Outlook Stable from Moody’s and AA-/Outlook Stable from Standard & Poor’s, equivalent to China’s sovereign
credit rating, respectively.
The Company owns 100% interest in the following major subsidiaries:
• China Mobile Communication Company Limited (“CMC”)
• China Mobile Group Guangdong Company Limited (“Guangdong Mobile”)
• China Mobile Group Zhejiang Company Limited (“Zhejiang Mobile”)
• China Mobile Group Jiangsu Company Limited (“Jiangsu Mobile”)
• China Mobile Group Fujian Company Limited (“Fujian Mobile”)
• China Mobile Group Henan Company Limited (“Henan Mobile”)
• China Mobile Group Hainan Company Limited (“Hainan Mobile”)
• China Mobile Group Beijing Company Limited (“Beijing Mobile”)
• China Mobile Group Shanghai Company Limited (“Shanghai Mobile”)
• China Mobile Group Tianjin Company Limited (“Tianjin Mobile”)
• China Mobile Group Hebei Company Limited (“Hebei Mobile”)
• China Mobile Group Liaoning Company Limited (“Liaoning Mobile”)
• China Mobile Group Shandong Company Limited (“Shandong Mobile”)
• China Mobile Group Guangxi Company Limited (“Guangxi Mobile”)
• China Mobile Group Anhui Company Limited (“Anhui Mobile”)
• China Mobile Group Jiangxi Company Limited (“Jiangxi Mobile”)
• China Mobile Group Chongqing Company Limited (“Chongqing Mobile”)
• China Mobile Group Sichuan Company Limited (“Sichuan Mobile”)
• China Mobile Group Hubei Company Limited (“Hubei Mobile”)
• China Mobile Group Hunan Company Limited (“Hunan Mobile”)
• China Mobile Group Shaanxi Company Limited (“Shaanxi Mobile”)
• China Mobile Group Shanxi Company Limited (“Shanxi Mobile”)
• China Mobile Group Neimenggu Company Limited (“Neimenggu Mobile”)
• China Mobile Group Jilin Company Limited (“Jilin Mobile”)
• China Mobile Group Heilongjiang Company Limited (“Heilongjiang Mobile”)
• China Mobile Group Guizhou Company Limited (“Guizhou Mobile”)
• China Mobile Group Yunnan Company Limited (“Yunnan Mobile”)
• China Mobile Group Xizang Company Limited (“Xizang Mobile”)
• China Mobile Group Gansu Company Limited (“Gansu Mobile”)
• China Mobile Group Qinghai Company Limited (“Qinghai Mobile”)
• China Mobile Group Ningxia Company Limited (“Ningxia Mobile”)
• China Mobile Group Xinjiang Company Limited (“Xinjiang Mobile”)
• China Mobile Group Design Institute Company Limited (“Design Institute”)
• China Mobile Hong Kong Company Limited (“Hong Kong Mobile”), and
• China Mobile International Limited (“International Company”),
and operates nationwide mobile telecommunications networks in all 31 provinces, autonomous regions and directly-administered municipalities in
Mainland China and in Hong Kong Special Administrative Region through these subsidiaries.
COMPANY PROFILE
In addition, the Company owns a 100% equity interest in China Mobile M2M Company Limited, China Mobile (Shenzhen) Limited, China Mobile
Online Services Company Limited, China Mobile (Suzhou) Software Technology Company Limited, China Mobile (Hangzhou) Information
Technology Company Limited and MIGU Company Limited, a 99.97% equity interest in China Mobile Group Device Company Limited
(“China Mobile Device”), a 92% equity interest in China Mobile Group Finance Company Limited (“China Mobile Finance”) through Beijing Mobile,
and a 66.41% equity interest in Aspire Holdings Limited (“Aspire”).
As of 31 December 2014, the Group had a total staff of 241,550, and maintained a leading position in Mainland China in terms of customer base
which reached 807 million.
The Company’s majority shareholder is China Mobile (Hong Kong) Group Limited (“CMHK (Group)”), which, as of 31 December 2014, indirectly
held approximately 72.85% of the total number of issued shares of the Company through a wholly-owned subsidiary, China Mobile Hong Kong (BVI)
Limited (“CMHK (BVI)”). The remaining approximately 27.15% was held by public investors.
The largestt4G
The largesttnetwork
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
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CORPORATE INFORMATION
BOARD OF DIRECTORS
Executive Directors
Mr. XI Guohua
(Executive Director & Chairman)
Mr. LI Yue
(Executive Director & Chief Executive Officer)
Mr. XUE Taohai
(Executive Director, Vice President & Chief Financial Officer)
Mr. SHA Yuejia
(Executive Director & Vice President)
Mr. LIU Aili
(Executive Director & Vice President)
Independent Non-Executive Directors
Dr. LO Ka Shui
Mr. Frank WONG Kwong Shing
Dr. Moses CHENG Mo Chi
Mr. Paul CHOW Man Yiu
PRINCIPAL BOARD COMMITTEES
Audit Committee
Mr. Frank WONG Kwong Shing (Chairman)
Dr. Moses CHENG Mo Chi
Mr. Paul CHOW Man Yiu
Remuneration Committee
Dr. LO Ka Shui (Chairman)
Mr. Frank WONG Kwong Shing
Dr. Moses CHENG Mo Chi
Nomination Committee
Dr. LO Ka Shui (Chairman)
Mr. Frank WONG Kwong Shing
Dr. Moses CHENG Mo Chi
COMPANY SECRETARY
Ms. WONG Wai Lan, Grace (FCS, FCIS)
AUDITORS
PricewaterhouseCoopers
PricewaterhouseCoopers Zhong Tian LLP
LEGAL ADVISER
Sullivan & Cromwell
REGISTERED OFFICE
60/F, The Center
99 Queen’s Road Central
Hong Kong
PUBLIC AND INVESTOR RELATIONS
Tel: 852 3121 8888
Fax: 852 2511 9092
Website: www.chinamobileltd.com
Stock code:
(HKEx) 941
(NYSE) CHL
CUSIP Reference Number: 16941M109
SHARE REGISTRAR
Hong Kong Registrars Limited
Shops 1712–1716, 17/F
Hopewell Centre
183 Queen’s Road East
Wanchai
Hong Kong
AMERICAN DEPOSITARY RECEIPTS
DEPOSITARY
BNY Mellon Shareowner Services
P.O. Box 30170
College Station, TX 77842-3170
USA
Overnight Correspondence:
BNY Mellon Shareowner Services
211 Quality Circle, Suite 210
College Station, TX 77845
USA
Tel: 1-888-BNY-ADRS (toll free in USA)
1 201 680 6825 (international call)
Email: shrrelations@cpushareownerservices.com
Website: www.mybnymdr.com
PUBLICATIONS
As required by the United States securities laws and
regulations, the Company will file an annual report
on Form 20-F with the United States Securities and
Exchange Commission before 30 April 2015. Copies of
the annual report of the Company as well as the annual
report on Form 20-F, once filed, will be available at:
Hong Kong:
China Mobile Limited
60/F, The Center
99 Queen’s Road Central
Hong Kong
The United States:
BNY Mellon
Depositary Receipts
101 Barclay Street, 22/F
New York, NY 10286
USA
BIOGRAPHIES OF DIRECTORS AND
SENIOR MANAGEMENT
EXECUTIVE DIRECTORS
Mr. XI Guohua
Age 63, Executive Director and Chairman of the Company, in charge of the overall management of the
Company, joined the Board of Directors of the Company (the “Board”) in July 2011. Mr. Xi is also the
Secretary of the CPC Committee and Chairman of China Mobile Communications Corporation (“CMCC”),
and Chairman of CMC. Mr. Xi formerly served as Deputy Director General of the Telegraph Bureau, Deputy
Director of the Telecommunications Division, Director General of the Long-Distance Telecommunications
Bureau and Deputy Chief Engineer and Deputy Director General of the Posts and Telecommunications
Administration of Shanghai. Mr. Xi also served as Deputy Director General of the Directorate General of
Telecommunications of the former Ministry of Posts and Telecommunications, Chairman and Executive Vice
President of Shanghai Bell Company Limited, Vice Minister of the Ministry of Information Industry (“MII”),
President of China Network Communications Group Corporation, Vice Minister of the Ministry of Industry and
Information Technology, Vice Chairman of CMCC, CMC and the Company. Mr. Xi has not held any other
directorships in any listed public companies in the last three years. Mr. Xi graduated from the Department
of Electrical Engineering of Hefei University of Technology in 1977, and received a Master of Management
degree in economics and management from Shanghai Jiaotong University and a Doctor of Management
degree from the School of Economics and Management of Tongji University. Mr. Xi is a professor-level senior
engineer and has extensive experience in telecommunications management, operations and technology.
Mr. LI Yue
Age 55, Executive Director and Chief Executive Officer of the Company, in charge of the operation and
management of the Company, joined the Board of Directors of the Company in March 2003. He is also
the President and Director of CMCC and CMC. Mr. Li started his career in 1976 and 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 and Vice President of CMCC, Chairman of
Aspire, non-executive director of Phoenix Satellite Television Holdings Limited and Chairman of Union Mobile
Pay Limited. Mr. Li holds a Bachelor’s Degree in telephone exchange from the Correspondence College
of Beijing University of Posts and Telecommunications, a Master’s Degree in business administration from
Tianjin University and a doctoral degree in business administration from Hong Kong Polytechnic University.
He is a professor-level senior engineer and had won many national, provincial and ministerial level scientific
and technological progress awards. Mr. Li has been engaging in telecommunication network operations and
maintenance, planning and construction, operational management, development strategies and has many
years of experience in the telecommunications industry.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
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BIOGRAPHIES OF DIRECTORS AND SENIOR MANAGEMENT
EXECUTIVE DIRECTORS
Mr. XUE Taohai
Age 58, Executive Director, Vice President and Chief Financial Officer of the Company, principally in
charge of the corporate affairs, finance and internal audit of the Company, joined the Board of Directors
of the Company in July 2002. He is also a Vice President of CMCC, a director of CMC, and director
and Chairman of China Mobile Finance. Mr. Xue previously served as the Deputy Director General of the
Finance Department of the former Ministry of Posts and Telecommunications, Deputy Director General
of the Department of Financial Adjustment and Clearance of the MII and Deputy Director General of the
former Directorate General of Telecommunications. He graduated from Henan University and received an
EMBA degree from Peking University. Mr. Xue is a senior accountant with many years of experience in the
telecommunications industry and financial management.
Mr. SHA Yuejia
Age 56, Executive Director and Vice President of the Company, principally in charge of marketing,
data business and corporate customer management of the Company, joined the Board of Directors of
the Company in March 2006. He is also a Vice President of CMCC, a director of CMC, non-executive
director of Phoenix Satellite Television Holdings Limited and Shanghai Pudong Development Bank Co.,
Ltd.. He previously served as Director of the Engineering Construction Department IV Division of Beijing
Telecommunications Administration, President of Beijing Telecommunications Planning Design Institute,
Deputy Director General of Beijing Telecommunications Administration, Vice President of Beijing Mobile
Communications Company, and Chairman and President of Beijing Mobile. Mr. Sha graduated from
Beijing University of Posts and Telecommunications, and received a Master’s Degree from the Academy of
Posts and Telecommunications of the Ministry of Posts and Telecommunications and a doctoral degree in
business administration from Hong Kong Polytechnic University. He is a professor-level senior engineer with
many years of experience in the telecommunications industry.
BIOGRAPHIES OF DIRECTORS AND SENIOR MANAGEMENT
EXECUTIVE DIRECTORS
Mr. LIU Aili
Age 51, Executive Director and Vice President of the Company, principally in charge of planning and
construction, network operation, business support, information management of the Company, joined the
Board of Directors of the Company in March 2006. He is also a Vice President of CMCC and a director of
CMC. Mr Liu has been appointed as the Chairman of China Tower Corporation Limited (formerly known
as China Communications Facilities Services Corporation Limited) with effect from July 2014. Since
November 2012, He ceased to be a non-executive director of China Communications Services Corporation
Limited, a company listed in Hong Kong. He previously served as Deputy Director General of Shandong
Mobile Telecommunications Administration, Director General of Shandong Mobile Telecommunications
Administration and General Manager of Shandong Mobile Communications Enterprises, Vice President of
Shandong Mobile Communications Company, Director-General of Network Department of CMCC, Chairman
and President of Shandong Mobile and Zhejiang Mobile, and Chairman of CMPak Limited. Mr. Liu graduated
from Heilongjiang Posts and Telecommunications School with an associate degree. Mr. Liu also received
a Master of Management degree from Norwegian School of Management BI and a doctoral degree in
business administration from Hong Kong Polytechnic University. He is a professor-level senior engineer with
many years of experience in the telecommunications industry.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Dr. LO Ka Shui
Age 68, Independent Non-Executive Director of the Company, joined the Board of Directors of the Company
in April 2001. He was appointed as the Chairman of Remuneration Committee and Nomination Committee
of the Company. Dr. Lo is the Chairman and Managing Director of Great Eagle Holdings Limited, the
Chairman and Non-Executive Director of Eagle Asset Management (CP) Limited (Manager of the publicly
listed Champion Real Estate Investment Trust), LHIL Manager Limited (as Trustee-Manager of the publicly
listed Langham Hospitality Investments) and Langham Hospitality Investments Limited. He is an Independent
Non-Executive Director of Shanghai Industrial Holdings Limited, Phoenix Satellite Television Holdings Limited
and City e-Solutions Limited. Dr. Lo is a vice president of the Real Estate Developers Association of Hong
Kong, a trustee of the Hong Kong Centre for Economic Research, the vice chairman of The Chamber of
Hong Kong Listed Companies and a member of the Exchange Fund Advisory Committee of the Hong Kong
Monetary Authority. Dr. Lo previously served as a Non-Executive Director of The Hongkong and Shanghai
Banking Corporation Limited and an independent non-executive director of Vanke Property (Overseas)
Limited (formerly known as “Winsor Properties Holdings Limited”). Dr. Lo graduated from McGill University
with a Bachelor of Science degree and from Cornell University with a Doctor of Medicine (M.D.) degree. He
was certified in internal medicine and cardiology. He has over three decades of experience in property and
hotel development and investment both in Hong Kong and overseas.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
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BIOGRAPHIES OF DIRECTORS AND SENIOR MANAGEMENT
BIOGRAPHIES OF DIRECTORS AND SENIOR MANAGEMENT
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Frank WONG Kwong Shing
Age 67, Independent Non-Executive Director of the Company, joined the Board of Directors of the Company
in August 2002. He was appointed as the Chairman of the Audit Committee in May 2013. He currently
also serves as an Independent Non-Executive Director of Industrial and Commercial Bank of China Limited
(China), Chairman and Independent Non-Executive Director of Mapletree Greater China Commercial Trust
Management Ltd, Non-Executive Director of PSA International Pte Ltd and PSA Corporation Limited in
Singapore. He previously served as Vice Chairman of DBS Bank, Chairman of DBS Bank (Hong Kong) and
DBS Bank (China) and was a member of the Boards of DBS Bank and DBS Group Holdings. Early on in
his professional career, Mr Wong held a series of progressively senior positions at Citibank, JP Morgan and
NatWest. More recently, Mr Wong was an Independent Non-Executive Director of Mapletree Investments Pte
Ltd and National Healthcare Group Pte Ltd in Singapore. Committed to public service, he has held various
positions with Hong Kong government bodies including Chairman of the Hong Kong Futures Exchange
between 1993 and 1998 and member of HKSAR’s Financial Services Development Council between 2013
and 2015.
Dr. Moses CHENG Mo Chi, GBS, OBE, JP
Age 65, Independent Non-Executive Director of the Company, joined the Board of Directors of the Company
in March 2003. Dr. Cheng is a practising solicitor and the senior partner of Messrs. P.C. Woo & Co. Dr.
Cheng was a member of the Legislative Council of Hong Kong. He is the founder chairman of the Hong
Kong Institute of Directors of which he is now the Honorary President and Chairman Emeritus. Dr. Cheng
currently holds directorships in Liu Chong Hing Investment Limited, China Resources Enterprise, Limited,
Towngas China Company Limited, Kader Holdings Company Limited, K. Wah International Holdings
Limited, Guangdong Investment Limited and Tian An China Investments Company Limited, all of which
are public listed companies in Hong Kong. He is also an independent non-executive director of ARA Asset
Management Limited, a company whose shares are listed on Singapore Exchange Limited. His other
directorships in public listed companies in the last 3 years include Hong Kong Exchanges and Clearing
Limited and Hong Kong Television Network Limited (formerly known as City Telecom (H.K.) Limited).
BIOGRAPHIES OF DIRECTORS AND SENIOR MANAGEMENT
BIOGRAPHIES OF DIRECTORS AND SENIOR MANAGEMENT
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Paul CHOW Man Yiu, GBS, SBS, JP
Age 68, Independent Non-Executive Director of the Company, joined the Board of Directors of the Company
in May 2013. He was an executive director and Chief Executive of Hong Kong Exchanges and Clearing
Limited from April 2003 to January 2010. Hong Kong Exchanges and Clearing Limited is listed on the
Main Board of HKEx. Mr. Chow also served as the Chief Executive of the Asia Pacific Region (ex-Japan)
of HSBC Asset Management (Hong Kong) Limited from 1997 to 2003. He also served as the member
and the Treasurer of the Council and the Court of the University of Hong Kong and the Chairman of a
charitable organization “Plan International Hong Kong”. Mr. Chow currently serves as the Chairman of Hong
Kong Cyberport Management Company Limited, a member of the Steering Committee on Innovation and
Technology of the Government of the Hong Kong Special Administrative Region, a member of the Asian
Advisory Council of AustralianSuper and an independent non-executive director of Bank of China Limited (a
company listed on the Main Board of HKEx).
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
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CHAIRMAN’S STATEMENT
Dear Shareholders,
2014 was an extraordinary year for China
Mobile. Facing a complicated development
landscape, the Group proactively aligned
with the development trends of mobile
Internet, focused on the strategic vision of
“Mobile Changes Life”, accelerated strategic
transformation and intensifi ed reform. We
fi rmly seized the valuable opportunities arising
in the fi rst year of full 4G commercialization,
endeavored to promote transcending 4G
developments with tremendous efforts and
thereby, accomplished remarkable results
and established new competitive advantages.
Through promoting the transition from
voice-centric to data-centric operations and
facilitating the transformation and upgrade
towards mobile Internet era, the Group
maintained a favorable momentum of steady
development in overall performance.
CHAIRMAN’S STATEMENT
FINANCIAL RESULTS
In 2014, the transformation from business tax to value-
added tax and the adjustments of interconnection
settlement standards had significant impact on our
financial results, and the Group’s operating revenue was
RMB641.4 billion, up by 1.8% compared to the previous
year, of which, revenue from telecommunications
services was RMB581.8 billion, down by 1.5%
compared to the previous year. Data business showed a
positive growth momentum with revenue of RMB253.1
billion, up by 22.3% compared to the previous year and
as a percentage of revenue from telecommunications
services increased to 43.5%, of which, revenue from
wireless data traffic reached RMB153.9 billion, up by
42.2% compared to the previous year. Data traffic
business became the primary driver of revenue growth,
leading to a further optimized revenue structure. The
Group proactively optimized its resources allocation,
directing resources to key areas affecting its core
competitiveness including accelerating 4G development,
enhancing network capabilities and improving customer
services quality. Profit attributable to equity shareholders
decreased by 10.2% compared to the previous year to
RMB109.3 billion, and the margin of profit attributable to
equity shareholders was 17.0%. EBITDA was RMB235.3
billion, down by 2.1% compared to the previous year,
and EBITDA margin was 36.7%. EBITDA was 40.4% of
revenue from telecommunications services. The Group
continued to maintain favorable profitability.
RAPID 4G DEVELOPMENTS
By firmly seizing the arising opportunities, the Group
spared no effort to promote 4G business and
accomplished transcending 4G developments.
Leveraging on our first-mover advantages in 4G, we
swiftly established our 4G network capabilities. We
started up 720,000 4G base stations and established
the world’s largest quality 4G network covering a
population of more than one billion people, realizing
nationwide continuous coverage in almost all cities and
counties as well as data hotspot coverage in developed
rural towns and villages. Through expanding coverage
and improving reliability of our network quality, we
improved customer experience and laid the foundation
for our first-mover advantages in 4G network capability.
We proactively guided the development of the device
supply chain to launch 4G devices of more diversified
models at more affordable prices. We accelerated our
customer migration to 4G network by offering new
integrated tariff plans and providing more convenient
and quicker upgrade services, and the number of our
4G customers demonstrated an accelerating growth
momentum. As at the end of December 2014, our 4G
customer base exceeded 90 million and 4G customers’
DOU reached 780MB. Meanwhile, we have launched
4G international roaming services in 71 countries and
regions, and accelerated the global development of TD-
LTE through the efforts of GTI (Global TD-LTE Initiative).
The transcending 4G developments established our
leading position in the market and laid a solid foundation
for the sustainable and healthy development of the
Company.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
016
017
CHAIRMAN’S STATEMENT
BUSINESS DEVELOPMENT
Seizing the opportunities arising from the rapid 4G
developments and popularization of smart devices, we
actively expanded the market focusing on the three
major drivers of our operations comprising existing
customers and business, data traffic and corporate
customer services, and maintained stable growth in
business development.
We maintained a stable customer base. As at the end
of December 2014, we had over 800 million customers,
representing a growth of 39.43 million customers
compared with the end of 2013. The Group furthered
the operation of existing customers and business,
optimized customer reward programs, established
premier customer service systems, accelerated
customer migration from 2G and 3G networks to 4G
network and achieved stable retention of middle-to-
high-end customers.
O u r d a t a t r a f f i c o p e r a t i o n e x p e r i e n c e d r a p i d
development. Aligned with the booming increase in
data traffic demand, we optimized our data traffic
operation system and explored new marketing
modes including “data traffic sharing” and “corporate-
sponsored data traffic”. Mobile data traffic increased by
115.1% compared to the previous year. Revenue from
mobile data traffic increased by 42.9%, increased its
contribution to 25.9% of telecommunications services
revenue, becoming the primary driver of revenue growth.
We made remarkable achievements in corporate
customer operations. Revenue from informationalization
services increased by 24.8% compared to the previous
year, leading to an evident increase in market share.
Revenue from dedicated lines for corporate customers
and IDC also increased by 57.5% and 71.1%,
respectively.
The Group once again achieved prominent results
in device sales. In 2014, we achieved a record sales
volume, which significantly accelerated customer
migration from 2G and 3G networks to 4G network,
provided strong support for operations of both existing
customers and business and data traffic, and stimulated
development of the 4G device supply chain.
STRATEGIC TRANSFORMATION
Proactively aligning with the development trends of
mobile Internet and the alternating trends of the three
curves, namely, declining voice services, vigorously
growing data traffic services and emerging digital
services as components of telecommunications
revenue, the Group leveraged its own advantages
and capitalized on the opportunities arising from 4G
developments, further promoted the Four-Network
Coordination, enhanced innovative full-service operation
and actively explored mobile Internet, thereby attaining
new achievements in strategic transformation.
The Group dynamically responded to the demand
of Four-Network Coordination, devoted efforts to
the exceptional development of 4G business and
continuously enhanced its overall network capability.
The Group accelerated the data traffic migration from
2G and 3G networks to 4G network, leading to a more
reasonable data carrying structure with 4G network
gradually becoming the major data carrying network
and promoting the transition from voice-centric to data-
centric operations. The Group provided the foundation
and support for the transition from mobile services to
innovative full-services by actively implementing the
Broadband China strategy, focusing on accumulation of
infrastructure resources including transmission networks
and public Internet, and developing broadband
access leveraging on its 4G advantages. Adhering to
the “smart pipes, open platform, featured services,
friendly interface” policy, the Group fully leveraged
its advantages in resources, scale and capabilities,
actively deployed resources in mobile Internet, Internet
of Things and other areas, consolidated the product
series including “and-Communication”, “and-Life”, and
“and-Entertainment”, thereby steadily promoting the
transformation and evolution from communications to
digital services.
CHAIRMAN’S STATEMENT
REFORM AND INNOVATION
The Group strengthened its efforts in reform and
e n d e a v o r e d t o p r o m o t e e n t r e p r e n e u r s h i p a n d
innovation. Adhering to the principles of centralized
management, operational specialization, market-oriented
mechanisms, the building of a flat organization and the
standardization of processes, the Group constructed
new infrastructure and developed products and services
for specialized operations and further enhanced its
capabilities to achieve sustainable growth in future.
We made notable new achievements in specialized
operations. With respect to devices, we significantly
reduced the costs of distribution channels and
increasingly diversified device models. Smart phones
under our own brand priced at around RMB1,000
have been exported to and sold in European and
Asian markets. With respect to corporate customer
operations, we launched Mobile Cloud, 4G multi-
function automobile devices and On-Board Diagnostics
Box devices and steadily improved our network-
wide service capabilities. With respect to international
business, we endeavored to lower international roaming
settlement costs, launched the innovative international
fixed data packages and unlimited daily data plans,
and vigorously developed 4G international roaming
services to persistently improve customer perception.
Further, we successfully acquired equity interests in True
Corporation, a telecommunications operator in Thailand,
and commenced operations of our Global Network
Center in Hong Kong, significantly enhancing our
capabilities and ability to provide international network
services. We have established China Mobile Online
Services Company Limited focusing on centralized
services and channel-based operations as well as MIGU
Company Limited focusing on mobile Internet digital
content services. We are now under way to jointly set
up an internet of vehicles company, namely, Virtue
Intelligent Network Company Limited, with Deutsche
Telekom AG.
We strengthened centralized management. With
extensive promotion of our electronic procurement and
tendering system, our centralized procurement was
continuously improved. We established the centralized
platform for data security to focus on handling indecent
information. We also further strengthened centralized
management of sales outlets and promoted the reform
of centralized network operations and maintenance
system. Moreover, there was steady progress in
the construction of modern infrastructure such as
centralized data centers and call centers. We also
commenced construction of research centers in Suzhou
and Hangzhou.
The Group achieved new progress in its innovative
d e v e l o p m e n t . W e p u b l i s h e d t h e i n t e g r a t e d
communications white paper on “New Communications,
New Messages, New Contacts” and developed the initial
capabilities for pre-commercial operations. Through
optimizing the consolidation and operations of digital
contents products, subscription increased continuously.
In addition, we promoted the transformation of
marketing system, optimizing our tariff structure and
marketing model, invigorated customer-oriented
product innovation and promoted the transformation
of operations model encompassing various aspects
including networks, marketing, services, channels and
support.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
018
019
AWARDS AND RECOGNITION
Our efforts have been widely recognized and praised.
In 2014, the Company’s ranking in Forbes Magazine’s
“Global 2000” List improved to 28th and once again,
the Company was listed among the “FT Global 500”,
ranking 25th. The China Mobile brand was named one
of the “BRANDZTM Top 100 Most Powerful Brands”
by Millward Brown and Financial Times for the ninth
consecutive year, ranking 15th globally. In 2014,
Moody’s and Standard & Poor’s kept our corporate
credit ratings equivalent to China’s sovereign credit
ratings, which are Aa3/Outlook Stable and AA-/Outlook
Stable, respectively.
DIVIDENDS
Based on the Group’s operating performance in 2014
and taking into consideration its long-term future
development, in accordance with the dividend payout
ratio of 43% planned for the full financial year of 2014,
the Board recommends payment of a final dividend of
HK$1.380 per share for the financial year ended 31
December 2014. This, together with the interim dividend
of HK$1.540 per share that was paid, amounts to an
aggregate dividend payment of HK$2.920 per share for
the full financial year of 2014.
In 2015, taking into consideration various relevant
factors, including the Group’s overall financial condition,
cash flow generating capability and future sustainable
development needs, the Company’s planned dividend
payout ratio for the full year of 2015 will be 43%.
The Board believes that the Company’s favorable
profitability and healthy cash flow generating capability
will be able to provide sufficient support to its future
development, while providing shareholders with a
favorable return.
CHAIRMAN’S STATEMENT
CORPORATE GOVERNANCE
Abiding by corporate governance principles of
integrity, transparency, openness and efficiency, the
Company strived to better corporate governance
practices by strictly following the requirements under
the Listing Rules. We continued to improve the risk
and internal control management system, enhanced
risk predictions and the effects of risk management
and control, and promoted the integration of internal
controls and business processes. In 2014, in response
to internal and external operating environments as well
as regulatory requirements, we continued to focus on
the effectiveness and standards of our development,
strengthened the supervision of tariff management,
improved the efficiency of use of marketing resources
to prevent operation risks and eliminate management
loopholes. We continuously improved our management
systems and mechanism optimization to ensure our
healthy business operations and development.
CORPORATE SOCIAL RESPONSIBILITY
The Group has always attached great importance to
corporate social responsibility. Over the past year, we
continued to deepen the management of our corporate
social responsibility, implemented innovative social
responsibility practices and played an important role
in providing emergency communication services,
safeguarding network and information security,
eliminating digital divide, facilitating energy saving and
emissions reduction and supporting social and charity
activities, thus earned wide recognition. We furthered
our “Green Action Plan” and realized a reduction in
overall energy consumption per unit of information
flow by 13.7% in 2014 compared with the previous
year. Through our China Mobile Charity Foundation,
we continued to carry out philanthropic activities such
as poverty alleviation and education support. We have
cumulatively sponsored surgeries for 2,260 children in
poverty with congenital heart disease, and training for
70,539 secondary and elementary school principals
in central and western rural China. In 2014, the
Company was selected for inclusion in the Dow Jones
Sustainability Index family for the seventh consecutive
year.
RESIGNATION OF DIRECTOR
Madam Huang Wenlin resigned from her positions
as an Executive Director and Vice President of the
Company by reason of retirement with effect from 19
March 2015. On behalf of the Board, I would like to
take this opportunity to acknowledge Madam Huang’s
contributions to the Company with the highest regard
and deepest gratitude.
CHAIRMAN’S STATEMENT
FUTURE OUTLOOK
Looking ahead, as China’s economic development
enters a new phase with new norms, the Chinese
government will endeavor to maintain stable economic
growth, implement key projects including information
networks and integrated circuits, formulate the
“Internet+” Plan and promote the combination of
mobile Internet, Internet of Things, cloud computing,
mega data, etc. with modern manufacturing industries,
thereby creating a favorable macro-environment for the
development of the information and communications
industry. In the meantime, in light of the accelerated
innovation of information technology, the accelerated
development of smart devices and the complete
opening up of the 4G era, social dependence on digital
lifestyles has become more entrenched. The demand
for digital services such as mobile healthcare, mobile
education and mobile finance continues to increase,
and will form a new round of consumer demand. All of
these will open up a broad market for the sustainable
development of the industry.
Nonetheless, we are facing severe challenges from
intensified competition from two aspects. With
respect to competition in Internet, cross-generation
innovation and cross-sector competition are endlessly
emerging while the substitution effect of OTT business
has become more intensified and is branching into
competition for customers, network bypass and re-
shaping of the industry landscape. With respect to
competition within the industry, the competition among
traditional operators focusing on existing customers and
business and data traffic will be further intensified, with
a more diverse range of competitors in a more complex
competitive landscape. In addition, adjustments of
the relevant government policies will also lead to
considerable impacts on the Company’s development.
Looking ahead, the Group will focus on the strategic
vision of “Mobile Changes Life”, firmly seize the favorable
opportunities arising during the golden period of data
traffic operation and for developing digital services,
accurately embrace the development trends of the
three growth curves in voice, data traffic and digital
services, continue to adhere to quality and efficiency,
promote business redeployment, innovation and
strategic transformation to strive for breakthrough. We
will persistently bolster our leading advantages in 4G
business, foster digital services and further reform in our
system and mechanism to cultivate new prospects for
sustainable and healthy developments amid the mobile
Internet era.
We will look for appropriate external investment
opportunities in an active but cautious manner, and
strive to broaden our presence in the market to support
our transformation and development.
We will preserve as always and strive to create value for
investors.
Xi Guohua
Chairman
19 March 2015, Hong Kong
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
020
021
07:30
Shanghai
Early morning, mum and baby in Shanghai received
greetings from dad who is on a business trip in Beijing
19:45
Hong Kong
Hong Kong’s dusk is New York’s morning.
Mary started a video conversation with her
boyfriend in Hong Kong
22:15
San Francisco
At night, a bride in San Francisco happily shared her
wedding ceremony rehearsal video with her friends in
Hong Kong
BEIJING
NEW YORK
HONG KONG
Baby, I'll come back soon ;)
D AD | BEIJING | 0 7:30
Hi, good morning!
MARY | N EW YOR K | 07:45
Like your wedding bouquet :)
KE N AN D KAY | HO NG KO NG | 13 :15
SHANGHAI
HON G KONG
SAN FRANCISCO
BUSINESS REVIEW
2014 was the first year of full 4G commercialization. Facing challenges including increasing penetration in the mobile
communications market, intensifying competition within the industry and the increased impact of mobile Internet
businesses on the traditional telecommunications industry, the Group endeavored to seize the opportunities arising
from 4G developments, proactively embraced mobile Internet and thereby established new competitive advantages.
Focusing on promoting entrepreneurship and innovation, the Group maintained its market leading position with
further enhancement in operational management.
As at the end of 2014, the Group’s total customer base reached 807 million, representing a growth of 5.1% from the
previous year, of which, 4G customers reached 90.06 million. Voice services revenue was RMB309.0 billion, down
by 13.1% compared to the previous year. Data services revenue was RMB253.1 billion, up by 22.3% compared to
the previous year, of which, revenue from mobile data traffic reached RMB150.6 billion, up by 42.9% compared to
the previous year and accounting for 25.9% of revenue from telecommunications services, which represented an
increase of 8.1 percentage points compared to the previous year.
KEY OPERATING DATA OF THE GROUP
Customer Base (million)
Net Additional Customers (million)
4G Customer Base (million)
Average Minutes of Usage per User per Month (MOU) (minutes/user/month)
Average Handset Data Traffic per User per Month (DOU) (MB/user/month)
Average Handset Data Traffic per 4G User per Month (MB/user/month)
Average Revenue per User per Month (ARPU) (RMB/user/month)
2014
806.6
39.4
90.1
453
155
780
61
2013
767.2
56.9
–
486
72
–
67
OPERATING RESULTS
In 2014, the Group continued to focus on the three key drivers of operations – existing business, data traffic and
corporate customers, accelerated transformation and actively developed 4G business which achieved evident
results. As at the end of 2014, the Group’s total customer base reached 807 million and net additional customers
for the year accounted for 39.43 million. 4G business achieved transcending developments and the number of 4G
customers reached 90.06 million. The Group solidly pushed forward the operation of existing business and middle-
to-high-end customer base remained stable. Data traffic operation experienced rapid developments and mobile data
traffic increased by 115.1% compared to the previous year. The Group made remarkable achievements in corporate
customer operations and revenue from corporate informationalization services increased by 24.8%. The Group
achieved scale development in device sales and the number of handsets sold hit a record high.
The substitution impact of Internet businesses continued to intensify. In 2014, voice services revenue was RMB309.0
billion, down by 13.1% compared to the previous year. Total voice usage was 4.29 trillion minutes, down by 0.5%
compared to the previous year. Average minutes of usage per user per month (MOU) was 453 minutes, down by 6.7%
compared to the previous year. SMS and MMS revenue amounted to RMB34.8 billion, down by 15.8% compared to
the previous year. The Group proactively adopted various measures with a view to deferring the decline in traditional
businesses.
BUSINESS REVIEW
The Group’s data services revenue reached RMB253.1 billion, up by 22.3% compared to the previous year, of
which, mobile data traffic continued to grow robustly and reached 1.13 trillion MB, up by 115.1% compared to the
previous year. Average handset data traffic per user per month (DOU) reached 155 MB, up by 115.1% compared
to the previous year. Revenue from mobile data traffic reached RMB150.6 billion, up by 42.9% compared to the
previous year, and rose to 25.9% of revenue from telecommunications services.
The Group’s applications and information services maintained steady development with revenue reaching RMB64.4
billion, up by 12.3% compared to the previous year. In addition to the continuing development of informationalization
services provided to corporate customers, content businesses such as reading, video, games and animation also
experienced rapid growth.
TRANSCENDING 4G DEVELOPMENTS
In 2014, the Group proactively promoted the transformation from voice-centric to data-centric operations,
endeavored to promote 4G developments with tremendous efforts, achieved remarkable growth pace and established
new competitive advantages. The network diversion capability of 4G services was significantly improved. Average
handset data traffic per 4G user per month reached 780 MB, and 4G network has gradually become the major data
carrying network.
With respect to network, the Group cumulatively put in use 720,000 4G base stations which cover a population
of more than one billion, realizing nationwide continuous coverage in almost all cities and counties as well as
data hotspot coverage in developed rural towns and villages. At the same time, the establishment of 4G network
management system and the device-to-device quality optimization system significantly improved customer
perception and laid a solid foundation for developing the 4G market.
With respect to marketing, the Group promoted rapid migration of customers from 2G and 3G networks to 4G
network by implementing “no new number, no re-registration and speedy SIM swap” and actively promoting new
integrated 4G tariff plans. The number of 4G customers reached 90.06 million, demonstrating an accelerating growth
momentum.
With respect to business, the Group launched a series of 4G featured services including lossless music, high
definition videos and high-speed games, and explored new business models such as data traffic sharing and
corporate-sponsored data traffic. All these measures were well received by the market and strongly promoted the
development of customer base and data traffic growth.
With respect to devices, the device supply chain matured rapidly with over 600 TD-LTE handset models. The line
of models at around RMB1,000 became increasingly enriched. A market landscape with multiple brands, diversified
device models, comprehensive modes and low average prices was established. In 2014, the number of 4G handsets
sold achieved breakthrough.
With respect to global developments, the Group has initiated 4G international roaming services in 71 countries and
regions. The global development of TD-LTE was continuously accelerated through the efforts of GTI (Global TD-LTE
Initiative), with 52 networks for commercial use.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
024
025
BUSINESS REVIEW
PROMOTING ENTREPRENEURSHIP AND INNOVATIVE DEVELOPMENT
The Group proactively transformed its traditional operation mode, developed effective means for entrepreneurship
and innovation and endeavored to explore room for future development.
The Group gradually built up its capabilities in specialized operations and the specialized companies accomplished
significant developments. China Mobile Device actively promoted market-oriented device sales, realizing rapid
growth in both sales volume and revenue. Five-mode smartphones under the Group’s own brand priced at around
RMB1,000 have been sold to markets including Hong Kong, France, Spain, Pakistan and Thailand. The Group’s
Government and Enterprise Service Company strengthened its product research and development of self-owned
brandings, introduced various Mobile Cloud products and launched Internet of Vehicles services. The connection
coverage of dedicated lines for key corporate customers was close to 90%. The International Company launched
the innovative “RMB3/6/9” international roaming data packages and “RMB30/60/90” unlimited daily data tariffs,
which were well received by the market. The Global Network Center in Hong Kong officially commenced operations.
The Group successfully acquired equity interest in True Corporation, an integrated telecommunications operator
in Thailand. The Group also established operating companies specialized in digital services and digital content,
including China Mobile Online Services Company Limited and MIGU Company Limited.
The Group focused on the system of new products and proactively developed digital services. The Group published
the unified communications white paper on “New Communications, New Messages, New Contacts” and had
developed the initial capabilities for pre-commercial operations. The Group enhanced the consolidation and
operations of digital-content products and launched “and-Entertainment” product packages covering the five major
content-type businesses, namely, “Migu Music”, “and-Reading”, “and-Video”, “and-Game”, and “and-Animation”.
Customers’ subscription for “and-Entertainment” product packages exceeded 200 million and data usage per
customer increased significantly. Revenue from “and-Entertainment” rose rapidly. The Group launched the self-
branded set-top box to tap into the family market and endeavored to establish early presence in family homes.
The Group also built up an open platform for Internet of Things, optimized dedicated networks and numbers and
endeavored to promote growth in the scale of Internet of Things.
The Group further promoted the transformation of its marketing system and optimized the tariff structure and
marketing model while deepening products innovation, and accomplished initial results in separating the businesses
of voice services, data traffic and data services as well as separating devices, contracts and plans. With various
provincial companies and China Mobile Device all entering e-Commerce marketplaces, the Group enhanced its
capacities in electronic channels and achieved a sales amount exceeded RMB200 billion in online transactions
through self-operated electronic channels. The number of customers who activated through handset outlets reached
40 million.
ENHANCED MANAGEMENT, REDUCED COSTS AND INCREASED EFFICIENCY
Facing the changing industry landscape, the Group adhered to the principles of “centralized management,
operational specialization, market-oriented mechanism, the building of a flat organization, the standardization of
processes” and proactively promoted management enhancement.
The Group further strengthened its centralized management. The electronic procurement and tendering system has
covered a few thousand projects and the electronic procurement amount exceeded RMB100 billion. The Group’s
level of centralized procurement was continuously enhanced, and thereby further reduced procurement cost. There
was steady progress in the construction of modern infrastructures such as centralized data centers and call centers,
which comprehensively promoted centralized network failure management, performance management, network
optimization and maintenance management.
BUSINESS REVIEW
At the same time, the Group established market-oriented mechanisms for both human resources management and
remuneration and incentives. A quantitative performance-based remuneration system encompassed all the front-line
marketing and network staff, and thereby, effectively vitalizing the Group’s organization.
The Group endeavored to reduce costs and increase efficiency. The Group proactively promoted transformation of
marketing models through adjusting and optimizing the allocation of selling expenses, significantly reducing device
subsidies, stopping physical products marketing across the board and closing high-cost services including VIP
lounges at airports. The Group also optimized the social channel commissions structure by significantly lowering
the commissions for mobile number subscription. By virtue of a series of measures, the Group’s selling expenses in
2014 were reduced by 17.5%.
CAPITAL EXPENDITURE
The Group is at a critical phase of transformation development and strives to promote the three changes,
namely, from voice-centric to data-centric operations, from mobile communications services to innovative full-
services and from communications services to digital services. The Group will maintain a reasonable investment
scale to safeguard efficiency and return on investment. The focus of capital expenditure will be on facilitating 4G
developments and responding to the increasing demand for data traffic, supporting technology innovations and
business developments in areas including mobile Internet, Internet of Things and cloud computing and enhancing
accumulation of infrastructure resources to improve the Group’s competitive advantages in full-services.
The Group’s capital expenditure for 2014 was RMB213.5 billion, which was mainly expended on the construction
of mobile communications networks (48%), transmission (34%), business networks (4%), support systems
(4%), buildings and infrastructure (8%) and others (2%). Capital expenditure of the Group for 2015 is budgeted
at RMB199.7 billion, which will be expended on the construction of mobile communications networks (39%),
transmission (33%), business networks (8%), support systems (5%), buildings and infrastructure (13%) and others
(2%).
FUTURE OUTLOOK
The complex and evolving landscape nurtures both new opportunities and new challenges. From a macroeconomic
perspective, China’s economic development has entered a new phase with new norms. Nurturing new business
models, stimulating information consumption and developing modern servicing industry have emerged as the
direction for further economic growth. In terms of industry trends, the extremely rapid development of mobile Internet
is propagating a transcending social evolution and profoundly changing social lifestyles. In terms of competition
within the industry, 4G has become the main focus of competition. Various 4G networks will compete on the same
platform, customer migration to 4G networks will accelerate and competition in 4G services will become more
intensified.
The Group will firmly seize the opportunities arising from 4G developments and strive to maintain its leading positions
in 4G networks, market position and business operations with a view to building up an overall leading advantage
in 4G services. At the same time, the Group will focus on entrepreneurship and innovation in order to create new
miracles amid the mobile Internet era.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
026
027
11:40
Venice
Through a mobile APP, a chef in Venice started her
cooking lesson with Xiao Zhang, her student in Beijing
13:15
Shenzhen
In the afternoon, following directions from his
multi-function automobile device, Xiao Wang
drove into downtown Shenzhen for a meeting
15:15
London
Bryan in London received a message from Miss Li in
Hong Kong, confi rming the arrival of his goods.
With Internet of Things, they can both be very sure
of that
BEIJING
SHENZHEN
HONG KONG
The ingredients are
ready, next step ...
XIA O ZH AN G | BE IJING | 18:40
I want to go downtown
XIA O WAN G | SH ENZHEN | 13: 15
It just arrived London!
M ISS LI | HON G KON G | 23:15
VENICE
SHENZHEN
LONDON
FINANCIAL REVIEW
SUMMARY OF THE FINANCIAL RESULTS – ESTABLISHED 4G COMPETITIVE ADVANTAGE
In 2014, the Group firmly seized its first-mover opportunity in 4G services, concentrated and devoted full efforts
and breakthrough the routines in order to realize transcending 4G developments and establish the competitive
advantage in the industry. Focusing on the three major drivers and based on the three growth curves of voice
services, data traffic services and digital services, the Group was committed to promoting data traffic operation,
proactively fostered digital services and endeavored to mitigate the significant impacts of various policy factors
including the transformation from business tax to value-added tax and the adjustments of interconnection settlement
standards on its operating performance. The Group directed resources to areas affecting its core competitiveness,
including accelerating 4G development, forging network capacity and optimizing customer services. The Group also
proactively promoted the transformation of sales and marketing activities, endeavored to improve its management
efficiency, significantly compressed its administrative expenses, comprehensively promoted operations with low cost
and high efficiency in order to continuously create value for the shareholders.
•
•
•
Operating revenue reached RMB641.4 billion, up by 1.8% compared to the previous year
Profit attributable to equity shareholders was RMB109.3 billion, down by 10.2% compared to the previous year
and margin of profit attributable to equity shareholders reached 17.0%
EBITDA was RMB235.3 billion, down by 2.1% compared to the previous year and EBITDA margin reached
36.7%. EBITDA was 40.4% of revenue from telecommunications services
•
Basic EPS was RMB5.38, down by 11.1% compared to the previous year
OPERATING REVENUE – REVENUE FROM DATA TRAFFIC SHOWED ENCOURAGING INCREASE
In 2014, the Group actively leveraged on the trends of rapid development of mobile Internet, focused its efforts on
implementing strategic transformation and accelerated 4G development. The operating revenue of the Group for
the year reached RMB641.4 billion, representing an increase of 1.8% compared to the previous year, of which the
revenue from telecommunications services was RMB581.8 billion, representing a decrease of 1.5% compared to
the previous year. Revenue from data traffic services became the primary driver of revenue growth, and the revenue
structure was optimized remarkably. The Group proactively deployed the development of new services. With the
driving force of digital services as the third growth curve became more apparent, the sustainable development
capacity of the Group continued to become stronger as well.
Operating revenue
Revenue from telecommunications services
Voice services
Data services
Others
Revenue from sales of products and others
2014
RMB million
2013
RMB million
Change %
641,448
581,817
308,959
253,088
19,770
59,631
630,177
590,811
355,686
206,886
28,239
39,366
1.8
-1.5
-13.1
22.3
-30.0
51.5
FINANCIAL REVIEW
Voice Services Revenue
The voice services revenue was RMB309.0 billion, down by 13.1% compared to the previous year. Due to the
substitution effect of OTT mobile Internet, voice usage decreased for the first time with a total voice usage of
4.29 trillion minutes, representing a decrease of 0.5% compared to the previous year. The voice services revenue
accounted for 53.1% of the revenue from telecommunications services, which represented a decrease of 7.1
percentage points compared to the previous year. The Group consolidated its operations in both traditional services
and data traffic services, and maintained the stability of total customer ARPU through reasonable tariff packages and
sales and marketing activities.
Data Services Revenue
The data services revenue was RMB253.1 billion, representing an increase of 22.3% compared to the previous year
and accounting for 43.5% of the revenue from telecommunications services, which represented an increase of 8.5
percentage points compared to the previous year. Through quickly building up 4G network capacity and proactively
promoting sales of 4G terminals, the Group made remarkable achievements in its data traffic operation and the
development pace of its 4G services was phenomenal. The revenue from wireless data traffic reached RMB153.9
billion, representing an increase of 42.2% compared to the previous year and accounting for up to 26.4% of the
revenue from telecommunications services, and has become a strong driving force of revenue growth. The mobile
data traffic reached 1.1329 trillion megabytes, up by a significant 115.1% from the previous year, the growth rate of
which increased by 33 percentage points compared to the previous year. The rapid growth of data traffic services
effectively mitigated the impact brought by the slowdown of SMS, MMS and other traditional data services. Due
to the impacts of substitution by OTT businesses, SMS and MMS revenue was RMB34.8 billion, down by 15.8%
compared to the previous year. The SMS usage decreased by 16.7% compared to the previous year. Applications
and information services experienced a faster growth, achieving a revenue of RMB64.4 billion, up by 12.3%
compared to the previous year and accounting for up to 11.1% of the revenue from telecommunications services.
The growth momentum of the revenue from digital services such as “and-Reading”, “and-Video”, “and-Game” and
“and-Animation” was favorable and the Group’s informationalization services for corporate customers also achieved
a relatively fast growth.
OPERATING EXPENSES – MARKETING AND SALES TRANSFORMATION ACHIEVED SIGNIFICANT
RESULTS
In 2014, the Group proactively optimized its allocation of resources, enforced a precise management of costs and
directed its resources to areas that are favorable to improve its core competitiveness and to stimulate a long-term
sustainable development by strengthening benchmarking management and promoting best practices according
to experience. The Group focused on mobilizing existing assets and strictly controlled construction costs and
thereby, increased its efficiency of asset costs. The Group continuously optimized its marketing and sales model by
appropriately reducing its selling expenses and proactively promoting transformation in sales and marketing, and
promoted operation with low costs and high efficiency by continuing to carry out the diligent and thrifty mantra in its
business operations and significantly reducing administrative expenses. The operating expenses increased by 6.0%
compared to the previous year to RMB524.1 billion, representing 81.7% of the operating revenue.
Operating Expenses
Leased lines
Interconnection
Depreciation
Personnel
Selling expenses
Costs of products sold
Other operating expenses
2014
RMB million
2013
RMB million
Change %
524,114
21,083
23,389
116,225
36,830
75,781
74,464
494,528
18,727
25,998
104,699
34,376
91,834
61,363
176,342
157,531
6.0
12.6
-10.0
11.0
7.1
-17.5
21.3
11.9
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
030
031
FINANCIAL REVIEW
Leased lines
The expenses for leased lines were RMB21.1 billion, up by 12.6% compared to the previous year and representing
3.3% of the operating revenue. The expenses for leased lines mainly comprised the leasing fees for TD-SCDMA
network capacity, Internet ports and “Village Connect” assets. The TD-SCDMA network capacity leasing fees
increased as a result of the increase in the TD-SCDMA network utilization rate and the growth of the relevant assets
scale, and the leasing fees for Internet ports also increased as a result of the rapid development of data traffic
services.
Interconnection
Interconnection expenses decreased by 10.0% compared to the previous year to RMB23.4 billion, representing
3.7% of the operating revenue. This was mainly due to the decrease in SMS and MMS settlement expenses to other
operators as a result of the adjustments of interconnection settlement standards.
Depreciation
Depreciation expenses increased by 11.0% compared to the previous year to RMB116.2 billion, representing 18.1%
of the operating revenue. The Group is at a critical stage of building up its 4G network as well as transformation of
its development. As the scale of capital expenditure is fairly large in recent years, depreciation expenses increased
correspondingly with the expansion of the assets scale. The Group has always regarded network quality as its
lifeline. Facing the 4G era and mobile Internet development, the Group is committed to providing customers with
quality network services and favorable experience.
Personnel
Personnel expenses were RMB36.8 billion, increased by 7.1% compared to the previous year, representing 5.7%
of the operating revenue. Due to the support of 4G network construction, transformation of its development, and
adjustment of employment structure with the requirement of relevant laws and regulations, the total number of the
Group’s personnel increased. As at 31 December 2014, the Group had a total of 241,550 employees. Personnel
expenses increased accordingly with the increase in the number of personnel and the rigid increase in social
insurance expenses.
Selling Expenses
Selling expenses decreased by 17.5% compared to the previous year to RMB75.8 billion, representing 11.8% of the
operating revenue. The Group actively promoted the transformation of marketing and sales model and appropriately
reduced the selling expenses, achieving a significant improvement in marketing and sales efficiency. The Group
also adjusted and optimized the investment structure of selling expenses and strengthened the retention of existing
customers and maintenance of the relationship with middle-to-high-end customers.
Costs of Products Sold
Costs of products sold were RMB74.5 billion, increased by 21.3% compared to the previous year. The Group
devoted itself to promote the long-term development of the TD-LTE terminal supply chain and focused on the
sales of 4G terminal, which strongly drove the data traffic growth and led to the increase in costs of products sold
accordingly.
Other Operating Expenses
Other operating expenses (consisting primarily of network maintenance expenses, operating lease charges, labor
service expenses, impairment loss of doubtful accounts and asset written-off) were RMB176.3 billion, up by 11.9%
compared to the previous year and representing 27.5% of the operating revenue. Network maintenance and other
related expenses increased due to the expanded assets scale. The network maintenance expenses were RMB52.5
billion. The number of labor sourced by third parties reached 237,808 by the end of 2014 and the related labor
services expenses were RMB28.3 billion. Endeavoring to reduce cost and improve returns, the Group stringently
controlled its administrative expenses, which led to a significant decrease in the conference and travelling expenses
continuously.
FINANCIAL REVIEW
PROFITABILITY – CONTINUED TO MAINTAIN FAVORABLE PROFITABILITY
The Group was devoted to maintain profitability at a sound level. The EBITDA and profit attributable to equity
shareholders in 2014 were RMB235.3 billion and RMB109.3 billion, respectively. The EBITDA margin and the margin
of profit attributable to equity shareholders reached 36.7% and 17.0%, respectively. Basic EPS was RMB5.38. The
Group is committed to promoting the strategic transformation and sustainable healthy development and continuously
consolidating and improving its core competitiveness in order to provide its customers with quality services and to
continuously create value for its shareholders.
Profit from operation
Profit attributable to equity shareholders
EBITDA
Basic EPS (RMB)
2014
RMB million
2013
RMB million
Change %
117,334
109,279
235,259
5.38
135,649
121,692
240,426
6.05
-13.5
-10.2
-2.1
-11.1
CAPITAL STRUCTURE, FUND MANAGEMENT, CASH FLOW AND CREDIT RATINGS – CAPITAL
STRUCTURE CONTINUED TO REMAIN AT A SOUND LEVEL
Underpinned by its perennially stable capital structure, prominent financial strength and sustainable healthy cash
flow generating capability, the Group has laid a sound foundation for withstanding risk and the achievement of a
sustainable healthy development.
Capital Structure
As at the end of 2014, the aggregate sum of the Group’s long-term and short-term debt was RMB5.1 billion and
its total debt to total book capitalization ratio (with total book capitalization representing the sum of total debt and
total equity attributable to equity shareholders) was 0.6%. All the borrowings were denominated in RMB (consisting
primarily of RMB bonds) and 98.7% of the Group’s borrowings were made at fixed interest rates. The Group firmly
adhered to its prudent financial risk management policies and maintained sound repayment capabilities. The Group’s
effective average interest rate of the borrowings was 4.51% and the effective interest coverage multiple was about
556 times.
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Non-controlling interests
Total equity attributable to equity shareholders
2014
RMB million
2013
RMB million
Change %
477,583
818,866
467,189
700,203
1,296,449
1,167,392
431,876
5,930
437,806
2,067
856,576
370,913
5,755
376,668
1,951
788,773
2.2
16.9
11.1
16.4
3.0
16.2
5.9
8.6
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
032
033
FINANCIAL REVIEW
Fund Management and Cash Flow
The Group consistently upheld prudent financial principles and strict fund management policies and ensured the
safety and integrity of its funds through its highly centralized management of investing and financing activities and
strict control over its investments. Meanwhile, the Group continued to reinforce its centralized fund management
function and make appropriate allocations of the overall funds through China Mobile Finance, thereby enhancing the
Group’s ability to deploy internal funds effectively.
In 2014, the Group continued to have healthy cash generated from operating activities. However, as the Group was
in a critical phase of 4G development, the scale of capital expenditure was relatively large and a negative free cash
flow was observed. The Group’s net cash generated from operating activities was RMB211.0 billion and its free cash
flow was RMB-2.5 billion. As at the end of 2014, the Group’s total cash and bank balances were RMB428.3 billion,
of which 98.6%, 0.2% and 1.2% were denominated in RMB, U.S. dollars and Hong Kong dollars, respectively. The
steady fund management and healthy cash flow provided a solid foundation for the long-term development of the
Group.
Net cash generated from operating activities
Free cash flow1
2014
RMB million
2013
RMB million
211,022
(2,486)
224,985
40,097
Credit Ratings
The Company currently has a corporate credit rating of Aa3/Outlook Stable from Moody’s and AA–/Outlook Stable
from Standard & Poor’s, which remain at the levels equivalent to China’s sovereign credit ratings respectively. These
ratings demonstrated that the Group’s sound financial strength, favorable business opportunities and solid financial
management are highly recognized by the market.
DIVIDENDS
Based on the Group’s operating performance in 2014 and taking into consideration its long-term future
development, in accordance with the dividend payout ratio of 43% planned for the full financial year of 2014, the
Board recommends payment of a final dividend of HK$1.380 per share for the financial year ended 31 December
2014. This, together with the interim dividend of HK$1.540 per share that was paid, amounts to an aggregate
dividend payment of HK$2.920 per share for the full financial year of 2014.
In 2015, taking into consideration various relevant factors, including the Group’s overall financial condition, cash flow
generating capability and future sustainable development needs, the Company’s planned dividend payout ratio for
the full year of 2015 will be 43%.
The Board believes that the Company’s favorable profitability and healthy cash flow generating capability will be able
to provide sufficient support to its future development, while providing shareholders with a favorable return.
CONCLUSION
In this era of intensified mobile Internet competition, the Group will endeavor to balance short-term performance and
long-term development, strengthen its refined management, uphold prudent financial principles, strictly monitor and
control financial risks, rationally allocate resources, consolidate and enhance its core competitiveness in the network,
services, management, personnel and others, endeavored to maintain its profitability at a sound level and a healthy
cash flow in order to achieve a sustainable healthy development and continuously create value for its shareholders.
1
The Company defines free cash flow as net cash generated from operating activities less capital expenditure incurred during the year.
CORPORATE GOVERNANCE REPORT
Our goal has always been to enhance our corporate value, maintain our sustainable long-term development and
generate greater returns for our shareholders. In order to better achieve the above objectives, we have established
good corporate governance practices following the principles of integrity, transparency, openness and efficiency,
and have implemented sound governance structure and measures. We have established and improved various
policies, internal control system and other management mechanisms and procedure for the key participants involved
in good corporate governance, including shareholders, board of directors and its committees, management and
staff, internal auditors, external auditors and other stakeholders (including our customers, local communities, industry
peers, regulatory authorities, etc.).
In addition, as a company listed in both Hong Kong and New York, we also set forth in this report a summary of the
significant differences between the corporate governance practices of the Company and the corporate governance
practices required to be followed by U.S. companies under the NYSE’s listing standards.
COMPLIANCE WITH THE CODE PROVISIONS OF THE CODE ON CORPORATE GOVERNANCE
PRACTICES
The Board is responsible for performing the corporate governance duties and setting out the terms of reference
on corporate governance functions. At present, more than one-third of the Board are independent non-executive
directors.
Throughout the financial year ended 31 December 2014, the Company has complied with all code provisions of the
Corporate Governance Code (the “CP”), as revised, as set forth in Appendix 14 to the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”), except that the Company
and its directors (including independent non-executive directors) have not entered into any service contract with a
specified term. All directors are subject to retirement by rotation and re-election at our AGMs every three years.
SHAREHOLDERS
The Company has been established in Hong Kong and owned by all shareholders. Our controlling shareholder is
CMHK (Group), which, as of 31 December 2014, indirectly held approximately 72.85% of the total number of issued
shares of the Company through a wholly-owned subsidiary, CMHK (BVI). The remaining approximately 27.15% of
the total number of issued shares were held by public investors.
The new Companies Ordinance (Cap 622 of the Laws of Hong Kong) (the “New Companies Ordinance”) came
into effect on 3 March 2014. In light of the New Companies Ordinance, the Board put forward to shareholders for
approval, and the shareholders approved in the annual general meeting of the Company held on 22 May 2014, a
special resolution to adopt new Articles of Association of the Company in substitution for and to the exclusion to
the then existing Articles of Association, in order to reflect certain changes and corporate governance measures
under the New Companies Ordinance. The Articles of Association (the “Articles”) of the Company is available on our
website and the HKEx website.
Shareholder Rights
According to the Articles and New Companies Ordinance, shareholders holding the requisite voting rights may: (i)
requisition to move a resolution at the AGM; (ii) requisition to convene an EGM; and (iii) propose a person other than
a retiring director for election as a director at a general meeting. Such details and procedures are available in our
website. Shareholders may make inquiries in writing to the Board providing sufficient contact information so that
such inquiries can be properly handled. In addition, shareholders may also raise their concerns and suggestions in
the Q&A session at our AGMs.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
034
035
CORPORATE GOVERNANCE REPORT
I.
Requisition to move a resolution at an AGM
The Company holds a general meeting as its AGM every year, which is usually held in May. In accordance with
section 615 of the Companies Ordinance, a requisition to move a resolution at the AGM may be submitted by:
(i)
any number of shareholders representing not less than one-fortieth (1/40th) of the total voting rights of all
shareholders having the right to vote on that resolution at the AGM; or
(ii)
not less than 50 shareholders having the right to vote on that resolution at the AGM.
The requisition must identify the resolution and must be signed by all the requisitionists. The requisition must
be deposited at 60/F, The Center, 99 Queen’s Road Central, Hong Kong, our registered office (the “Registered
Office”), for the attention of the Company Secretary, not later than:
(i)
6 weeks before the AGM to which the request relates; or
(ii)
if later, when the Notice of AGM is dispatched.
II. Requisition to convene an EGM
Shareholders holding not less than one-twentieth (1/20th) of the total voting rights of all the members having
a right to vote at general meetings of the Company can deposit a requisition to convene an EGM pursuant to
sections 566 to 568 of the Companies Ordinance. The requisition must state the general nature of the business
to be dealt with at the meeting, and must be signed by the requisitionists. The requisition must be deposited at
our Registered Office for the attention of the Company Secretary.
III. Proposing a person other than a retiring director for election as a director at a general meeting
If a shareholder wishes to propose a person other than a retiring director for election as a director at a
general meeting, he/she must lodge a written notice to that effect at our Registered Office for the attention
of the Company Secretary. The written notice must state the full name and biographical details of the person
proposed for election as a director as required by Rule 13.51(2) of the Listing Rules. A written notice signed by
the person proposed for election as a director indicating his/her willingness to be elected must also be lodged
with the Company. The period for lodging the above will commence on the day after the despatch of the notice
of the general meeting for which the above notices are given and end no later than seven days prior to the date
of such general meeting.
For requesting the Company to circulate to shareholders a statement with respect to a matter mentioned in a
proposed resolution or any other business to be dealt with at a general meeting, shareholders are requested to
follow the requirements and procedures as set out in section 580 of the Companies Ordinance.
CORPORATE GOVERNANCE REPORT
Shareholder Value and Communication
The Company’s established principle is to strive to create value and bring favorable returns for shareholders. Since
our first dividend payment for the fiscal year 2002, we have made efforts to achieve a sustained and stable growth
in dividend to create better returns for shareholders. In fact, although the company’s profitability in recent years has
been fluctuating, we still maintain the planned 43% annual dividend payout ratio.
We use a number of formal channels to report to shareholders the performance and operations of the Company,
particularly through our annual and interim reports. Generally, when announcing interim results, annual results or
any major transactions in accordance with the relevant regulatory requirements, the Company arranges investment
analyst conferences, press conferences and investor telephone conferences to explain the relevant results or major
transactions to the shareholders, investors and the general public, listen to their opinions and address any questions
that they may have. In addition, the Company adheres to the practice of voluntarily disclosing on a quarterly basis
certain key, unaudited operational and financial data, and on a monthly basis the net increase in the number of
customers on its website to further increase the Group’s transparency and to provide shareholders, investors and
the general public with additional timely information so as to facilitate their understanding of the Group’s operations.
The company maintains close communication with investors through investment conferences, one-on-one meetings,
video-conferencing and other forms of exchange interaction to timely deliver our operating conditions to the capital
markets. In 2014, our management attended 17 investor conferences and 246 routine investor meetings, met with
675 investment institutions and 861 investors in total. We will continue our efforts to enhance our investor relations
work.
The Company also attaches high importance to the annual general meetings of its shareholders, and makes
substantial efforts to enhance communications between the Board and the shareholders. At the annual general
meetings of shareholders, the Board always makes efforts to fully address the questions raised by shareholders. In
2014, we held our annual general meeting (the “AGM”) on one occasion on 22 May 2014 in the Conference Room,
Conrad Hotel, Pacific Place, 88 Queensway, Hong Kong. The major items discussed and the percentage of votes
cast in favor of the resolutions are set out as follows:
•
•
•
•
•
The approval of the audited financial statements and the reports of the directors and auditors for the year
ended 31 December 2013 (99.9986%);
The declaration of a final dividend for the year ended 31 December 2013 (99.9989%);
The re-election of Mr. XI Guohua, Mr. SHA Yuejia, Mr. LIU Aili, Dr. LO Ka Sui and Mr. Paul CHOW Man Yiu as
directors (98.0388% to 99.8468%);
The appointment of PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP (hereinafter
collectively as “PwC”) as auditors of the Group for Hong Kong financial reporting and US financial reporting
purposes, respectively, and authorizing the Board to fix their remuneration (99.9034%);
The approval of the adoption of the new Articles of Association of the Company in substitution for and to the
exclusion to the existing Articles of Association of the Company.
All resolutions were duly passed at the 2014 AGM. Hong Kong Registrars Limited, the share registrar of the
Company, acted as scrutineer for vote-taking at the AGM. Poll results were announced at the meeting and on the
websites of the Company and the HKEx on the day of the AGM.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
036
037
CORPORATE GOVERNANCE REPORT
Shareholders’ Calendar
The following table sets out the tentative key dates for our shareholders for the financial year ending 31 December
2015. Such dates are subject to change pursuant to actual situations. Shareholders should note our announcements
issued from time to time.
FY 2015 Shareholders’ Calendar
19 March
8 April
9 April
28 May
End of June
Mid-August
Announcement of final results and final dividend for the financial year ended 31
December 2014
Upload of 2014 annual report on the websites of the Company and the HKEx
Despatch of 2014 annual reports to shareholders
2015 Annual General Meeting
Payment of final dividend for the financial year ended 31 December 2014
Announcement of interim results and interim dividend for the six months ending 30
June 2015, if any
End of September
Payment of interim dividend for the six months ending 30 June 2015, if any
THE BOARD OF DIRECTORS AND THE BOARD COMMITTEES
The Board of Directors
The key responsibilities of the Board include, among others, formulating the Group’s overall strategies, setting
management targets, monitoring internal controls and financial management, supervising the performance of our
management, developing and reviewing the policies and practices of corporate governance, while day-to-day
operations and management are delegated by the Board to the executives of the Company. The Board operates in
accordance with established practices (including those relating to reporting and supervision). Terms of Reference of
its corporate governance function are available on the websites of our Company and the HKEx.
The Board currently comprises nine directors, namely Mr. XI Guohua (Chairman), Mr. LI Yue (Chief Executive Officer),
Mr. XUE Taohai, Mr. SHA Yuejia and Mr. LIU Aili as executive directors, and Dr. LO Ka Shui, Mr. Frank WONG
Kwong Shing, Dr. Moses CHENG Mo Chi and Mr. Paul CHOW Man Yiu as independent non-executive directors
(INEDs). With effect from 19 March 2015, Madam Huang Wenlin resigned from her positions as an Executive Director
and Vice President of the Company by reason of retirement. List of directors and their role and function are available
on the websites of our Company and HKEx. The biographies of our directors are presented on pages 11 to 15 of
this annual report and on our website.
CORPORATE GOVERNANCE REPORT
Board meetings are held at least once a quarter and as and when necessary. Directors are requested to declare their
direct or indirect interests, if any, in any proposals or transactions to be considered by the Board at Board meetings
and withdraw from the meetings as appropriate. During the financial year ended 31 December 2014, the Board met
on six occasions and the directors’ attendances at the meetings are as follows:
INEDs
Dr. LO Ka Shui
Mr. Frank WONG Kwong Shing
Dr. Moses CHENG Mo Chi
Mr. Paul CHOW Man Yiu
EDs
Mr. XI Guohua (Chairman)
Mr. LI Yue (CEO)
Mr. XUE Taohai
Mdm. HUANG Wenlin1
Mr. SHA Yuejia
Mr. LIU Aili
Board of
directors
Audit
committee
Remuneration
committee
Nomination
committee
AGM
6/6
6/6
5/6
6/6
6/6
6/6
6/6
5/6
6/6
5/6
–
5/5
4/5
5/5
–
–
–
–
–
–
2/2
2/2
2/2
–
–
–
–
–
–
–
1/1
1/1
0/1
–
–
–
–
–
–
–
1/1
1/1
1/1
1/1
1/1
1/1
1/1
0/1
0/1
1/1
1
resigned from her positions as an Executive Director and Vice President of the Company with effect from 19 March 2015.
All board meetings and committee meetings were attended by the directors in person or by telephone/video
conferencing. In 2014, the Board has met and discussed the matters relating to the annual results, interim results,
adoption of the new Articles of Association, connected transactions, acquisitions etc.
The Board has adopted a Board Diversity Policy. In considering the composition of the Board, diversity can be
considered from a number of perspectives, including professional experience and qualifications, regional and
industry experience, educational and cultural background, skills, industry knowledge and reputation, knowledge of
the laws and regulations applicable to the Group, gender, ethnicity, language skills and length of service etc. Such
perspectives shall be taken into account in determining the optimal composition of the Board and be considered on
a case-by-case basis in light of the actual circumstances of the Company.
To ensure the timely disclosure of any change of directors’ personal information, the Company has set up a
specific communication channel with each of our directors. There is no financial, business, family or other material
relationships among members of the Board. The Company purchases directors and officers’ liabilities insurance on
behalf of its directors and officers and reviews the terms of such insurance annually.
In 2015, the Company has received a confirmation of independence from each of our INEDs, namely Dr. LO Ka Shui,
Mr. Frank WONG Kwong Shing, Dr. Moses CHENG Mo Chi and Mr. Paul CHOW Man Yiu, and considers them to be
independent. The Board is of the view that they not only are able to completely fulfill their responsibilities as an INED,
but will also continue to play a role and contribute to our Board Committees. They being our INEDs will benefit the
Company and all shareholders as a whole.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
038
039
CORPORATE GOVERNANCE REPORT
The directors have disclosed to the Company the positions held by them in other listed public companies or
organizations or associated companies, and the information regarding their directorships in other listed public
companies in the last three years is set out in the biographies of directors and senior management on pages 11 to
15 of this annual report and on the Company’s website. The Company has also received acknowledgments from
the directors of their responsibility for preparing the financial statements and the representation by the auditors of the
Company about their reporting responsibilities.
All our directors confirm they have complied with New CP A.6.5 with respect to directors’ training. Throughout the
financial year ended 31 December 2014, we have provided a training session with respect to investigations and
regulation issues of the Securities and Futures Commission of Hong Kong to our directors and management.
The Company has adopted the “Model Code for Securities Transactions by Directors of Listed Issuers” set out in
Appendix 10 to the Hong Kong Listing Rules (the “Model Code”) to regulate the directors’ securities transactions.
Save and except for the interests disclosed in the report of the directors on pages 53 to 56 of this annual report,
none of the directors had any other interest in the shares of the Company as of 31 December 2014. All directors
have confirmed, following enquiry by the Company, that they have complied with the Model Code during the period
between 1 January 2014 and 31 December 2014.
THE BOARD COMMITTEES
The Board currently has three principal board committees, which are the Audit Committee, the Remuneration
Committee and the Nomination Committee, and all of which are comprised solely of independent non-executive
directors. With authorization of the Board, each of the board committees operates under its written terms of
reference. The terms of reference of the Committees are available on the HKEx’s and the Company’s websites, and
can be obtained from the Company Secretary upon written request.
CORPORATE GOVERNANCE REPORT
AUDIT COMMITTEE
Membership
The current members of the Company’s Audit Committee are Mr. Frank WONG Kwong Shing (chairman), Dr.
Moses CHENG Mo Chi and Mr. Paul CHOW Man Yiu, who are all independent non-executive directors. All
members of our Audit Committee have many years of finance and business management experience and expertise
and appropriate professional qualifications.
Responsibilities
The duties of our Audit Committee are to be primarily responsible for, among other things, making
recommendations to the Board on the appointment, re-appointment and removal of external auditors, approving
the remuneration and terms of engagement of external auditors, dealing with any questions of resignation or
dismissal of such auditors; reviewing and monitoring external auditors’ independence and objectivity and the
effectiveness of the audit process in accordance with applicable standards; developing and implementing
policies on the engagement of external auditors to provide non-audit services; monitoring the integrity of financial
statements of the Company and the annual reports and accounts, interim report and, if prepared for publication,
quarterly reports, and reviewing significant financial reporting judgments contained in them; and overseeing the
Company’s financial reporting system and internal control procedures.
Work Done in 2014
In 2014, the Audit Committee met on five occasions and the attendance of each member is disclosed on page 39
of this annual report. In addition, the Audit Committee met three times with the external auditors in 2014 and one of
such meeting was held without any executive directors being present.
In 2014, the Audit Committee:
•
•
•
•
•
•
•
•
•
reviewed and approved the financial statements and results announcement, the report of the directors,
financial review and final dividend for the financial year ended 31 December 2013;
reviewed and approved our 2013 Annual Report on Form 20-F, which was filed with the U.S. Securities and
Exchange Commission (“US SEC”);
reviewed and approved the interim report, interim results announcement and interim dividend for the six
months ended 30 June 2014;
reviewed and approved the budgets and remuneration of the external auditors;
reviewed and approved the assessment report on the disclosure controls and procedures;
reviewed and approved the 2013 assessment report in relation to effectiveness of compliance with section
404 of the U.S. Sarbanes-Oxley Act of 2002 (the “SOX Act”);
reviewed and approved the 2014 project plan of internal audit department and budget for external
engagement;
reviewed and approved the compliance with relevant laws and regulations in 2013;
reviewed and approved various internal audit reports.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
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CORPORATE GOVERNANCE REPORT
REMUNERATION COMMITTEE
Membership
The current members of the Company’s Remuneration Committee are Dr. LO Ka Shui (chairman), Mr. Frank
WONG Kwong Shing and Dr. Moses CHENG Mo Chi, who are all independent non-executive directors.
Responsibilities
The duties of the Remuneration Committee are, among others, to make recommendations to the Board on the
remuneration packages of individual executive directors and senior management, including benefits in kind,
pension rights and compensation payments including any compensation payable for loss or termination of their
office or appointment, and make recommendations to the Board on the remuneration of non-executive directors;
to review and approve the management’s remuneration proposals with reference to corporate goals and objectives
resolved by the Board from time to time; to review and approve compensation payable to executive directors
and senior management for any loss or termination of office or appointment, and compensation arrangements
relating to dismissal or removal of directors for misconduct to ensure that they are consistent with contractual
terms; to ensure that no director or any of his associates is involved in deciding his own remuneration; to make
recommendations to the Board on the policy and structure for remuneration of all directors, senior management
and employees including salaries, incentive schemes and other share option schemes, and on the establishment
of formal and transparent procedures for developing remuneration policy; to make recommendations to the Board
on disclosure of directors’ remuneration in the annual report (if applicable) sent by the Board to the shareholders;
to make recommendations to the Board annually on whether the shareholders shall be requested to approve the
policies set out in the report on directors’ remuneration (if applicable) at the AGM.
Work Done in 2014
In 2014, the Remuneration Committee met twice, during which the committee:
•
•
reviewed and approved the 2013 performance-linked annual bonus of the senior management; and
reviewed and approved the revised performance-linked annual bonus appraisal KPI for senior management.
NOMINATION COMMITTEE
Membership
The current members of the Company’s Nomination Committee are Dr. LO Ka Shui (chairman), Mr. Frank WONG
Kwong Shing and Dr. Moses CHENG Mo Chi, who are all independent non-executive directors.
Responsibilities
The duties of the Nomination Committee, among other things, are to review the structure, size and composition
(including the skills, knowledge and experience) of the Board at least annually and make recommendations on
any proposed changes to the Board to complement the corporate strategy; to identify individuals suitably qualified
to become board members and select or make recommendations to the Board on the selection of, individuals
nominated for directorships; to assess the independence of independent non-executive directors; to make
recommendations to the Board on the appointment or reappointment of directors and succession planning for
directors, in particular the Chairman and the Chief Executive Officer.
Work Done in 2014
In 2014, the Nomination Committee met once, during which the committee reviewed the composition of the Board.
CORPORATE GOVERNANCE REPORT
REMUNERATION, APPOINTMENT AND ROTATION OF DIRECTORS
The Remuneration Committee is responsible for determining the remuneration packages of all executive directors
and senior management. At present, the cash portion of our senior management’s remuneration consists of a fixed
monthly salary and a performance-linked annual bonus. The award of the performance-linked annual bonus is
correlated to the attainment of key performance indicators or targets.
In terms of long-term incentives, the Company has adopted a share option scheme. Depending on their ranking,
members of the management are awarded different numbers of share options. The remuneration of non-executive
directors is determined in part by reference to the prevailing market conditions and their workload as non-executive
directors and members of the board committees of the Company. Please refer to note 9 to the consolidated financial
statements on page 93 of this annual report for directors’ and senior management’s remuneration in 2014.
Currently, executive directors are mainly selected internally within the Group from executives who have considerable
years of management experience and expertise in the telecommunications industry, whereas for the identification
of non-executive directors, importance is attached to the individual’s independence as well as his or her experience
and expertise in finance and business management. The Nomination Committee, taking into consideration the
requirements of the jurisdictions where the Company is listed and the structure and composition of the Board,
identifies, reviews and nominates, with diligence and care, individuals suitably qualified as board members of the
Company before making recommendations to the Board for their final appointment.
All newly-appointed directors receive a comprehensive induction of directors’ duties to make sure that they have
a proper understanding of the operations and business of the Company, and that they are fully aware of their
responsibilities as a director, the listing rules of the stock exchanges on which the Company is listed, applicable
laws and regulations, and the operation and governance policies of the Company. All newly-appointed directors are
subject to re-election by shareholders at the first annual general meeting after their appointment. Every director is
subject to retirement by rotation and needs to stand for re-election at least once every three years.
MANAGEMENT AND EMPLOYEES
The task of the Company’s management is to implement the strategy and direction as determined by the Board, and
to take care of day-to-day operations and functions of the Company. The division of responsibilities among our Chief
Executive Officer and other members of the senior management (including the Chairman, who has a separate role
from that of the Chief Executive Officer) is set out in the biographies of directors and senior management on pages
11 to 15 of this annual report and on the Company’s website.
Our management is required to adhere to certain business principles and ethics while performing management
duties. For the purpose of promoting honest and ethical conducts and deterring wrongdoings, the Company, in
2004, adopted a code of ethics, which is applicable to our chief executive officer, chief financial officer, deputy chief
financial officer, assistant chief financial officer and other designated senior officers of the Group, in accordance with
the requirements of the SOX Act. In the event of a breach of the code of ethics, the Company may take appropriate
preventive or disciplinary actions after consultation with the Board. The code of ethics has been filed with the U.S.
SEC as an exhibit to our annual report on Form 20-F for the financial year ended 31 December 2003, which may
also be viewed and downloaded from our website.
The Company established an on-going disclosure control procedure to formulate potential insider dealings. Our CEO
and CFO have a personal obligation to maintain the effectiveness of the disclosure controls and internal controls
over financial reporting, and to report to the Audit Committee and the external auditor any significant changes,
deficiencies and material weaknesses in, and fraud related to, such controls. Besides, our management provides
monthly updates to board members giving the latest development of the Company to enable them to discharge their
duties.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
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CORPORATE GOVERNANCE REPORT
To prevent and discipline corruption, we further refined our management system and business processes to
improve internal control and prevent risks, enhancing anti-corruption education. We further revised and improved
our decision-making policies and implementation method, refined our major issue catalogue and criteria to prevent
risks in decision-making. We strengthened the inspection mechanism, especially on key areas such as procurement
biddings to look for loopholes in our management system and resolve them and urge for honest operation, healthy
development, good performance and shareholders’ interests protection. The Company has set a post office box, an
e-mail account (jubao@chinamobile.com), a telephone hotline (010-52616186), fax and other channels for whistle-
blowing. The Company will keep the whistleblowers’ personal information strictly confidential to protect his/her rights,
and carefully verify and investigate issues reported.
INTERNAL AUDIT
The internal audit department of the Company conducts independent and objective supervision and assessment
and provides consulting services in respect of the appropriateness, compliance and effectiveness of the Company’s
operational activities and internal controls by applying systematic and standardized auditing procedures and
methods. The internal audit department also assists the Company in improving the effectiveness of corporate
governance, risk management and control process, with an aim to increasing its corporate value, improving its
operations, promoting its sustainable and healthy development as well as contributing to the achievement of its
strategic objectives.
The Company and its operating subsidiaries have set up internal audit departments, which independently audit
the business units of the Company and its operating subsidiaries. The head of the internal audit department of the
Company directly reports to the Audit Committee which, in turn, reports to the Board regularly. The internal audit
departments have unrestricted access to all areas of the Group’s business units, assets, records and personnel in
the course of performing their duties.
The internal audit department of the Company establishes an internal audit scope and framework and carries out risk
investigations on an annual basis. According to the results of the risk investigations, the internal audit department
formulates an internal audit project rolling plan and an annual audit plan and, together with the Audit Committee,
reviews and approves the annual audit plan and resources allocation. The annual audit plan of the internal audit
department covers various areas, namely financial audit, internal control audit, risk assessment, audit investigation
and consultancy services. For financial audit, the internal audit department audits and assesses the truthfulness,
accuracy, compliance and efficiency of the Company’s financial activities and financial information as well as the
management and utilization of the Company’s capital and assets. For internal control audit, the internal audit
department audits and assesses the effectiveness in the design and implementation of the Company’s internal
control system. According to the requirements under section 404 of the SOX Act, the internal audit department
of the Company organizes and performs internal audit assessment on the internal control over financial reporting
of the Company on an annual basis, providing assurance for the Company’s management in its issuance of the
internal control assessment report. At the same time, the internal audit department carries on special projects and
investigations in response to requests from the Company’s management or the Audit Committee or if otherwise
required. In addition, without prejudice to its independence, if requested by the Company’s management and as
required by business needs, the internal audit department provides management advice or consultancy services by
making use of audit resources and audit information to facilitate the Company’s decision-making and operational
management.
The internal audit department makes improvement recommendations in respect of its findings in the course of the
audits and requests the management to undertake and to confirm the implementation plan, the methods and the
timing. It regularly monitors the status of the implementation of the recommendations to ensure their completion.
In 2014, the internal audit department made more efforts on the supervision on terminal marketing expenses and
tariffs to avoid material operational risks and weakness in key management, and on audit informatization, kicking-off
the on-going computer-assisted audit to enhance the depth and breadth of audit. The Company and its subsidiaries
further promoted the audit rectification and accountability to hold the accountable with penalties. Our closed-loop
audit management and results have been improved.
In 2015, we will continue to strengthen auditing and supervision in light of our strategy, focusing on high-risk
operational and key management loopholes and promoting on-going process control and mechanism optimization
to further enhance the effectiveness of internal audit.
CORPORATE GOVERNANCE REPORT
EXTERNAL AUDITORS
In 2014, the Group engaged PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as statutory
auditors of the Group for Hong Kong financial reporting and U.S. financial reporting purposes, respectively. The
principal services provided by PwC included:
•
•
review of interim consolidated financial information of the Group;
audit of annual consolidated financial statements of the Group and annual financial statements of its
subsidiaries; and
•
audit of the effectiveness of the Group’s internal control over financial reporting as of 31 December 2014.
Apart from providing the above-mentioned audit services to the Group, PwC also provided other non-audit services
to the Group, which were permitted under section 404 of the SOX Act and pre-approved by the Audit Committee.
The following table sets forth the types of, and fees for, the principal audit services and non-audit services provided
by PwC (please refer to note 6 to the consolidated financial statements for details):
Audit fees2
Non-audit services fees3
2014
RMB million
2013
RMB million
91
6
85
7
2
3
Including the fees rendered for the audit of internal control over financial reporting as required by section 404 of the SOX Act.
Including the fees for tax services, section 404 of the SOX Act advisory services, risk assessment and other IT related advisory services.
OTHER STAKEHOLDERS
Good corporate governance practices require due attention to the impact of our business decisions on our
shareholders as well as other relevant stakeholders such as customers, local communities, industry peers and
regulatory authorities. Our sustainability report for the year of 2014 (the “Sustainability Report”), which is issued
together with this annual report, highlights our philosophy of corporate social responsibility and our performance in
the areas of social and environmental management in 2014. This annual report and the Sustainability Report illustrate
our efforts and development in the areas of industry development, community advancement and environmental
protection and also explain how we have fulfilled our obligations to our employees, customers, environment, local
communities and other stakeholders.
In 2014, we were recognized on the Dow Jones Sustainability Emerging Markets Index, and had been on the DJSI
family for the seventh consecutive year.
INTERNAL CONTROLS
The Board is responsible for conducting and conducts regular reviews of the effectiveness of the Group’s internal
controls to reasonably ensure that the Company is operating legally and the assets are safeguarded and to ensure
the accuracy and reliability of the financial information that the Company employs in its business or releases to the
public.
According to the provisions under section 404 of the SOX Act, our management is responsible for establishing and
maintaining internal control over financial reporting. We adopted the control criteria framework set out in the Internal
Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) (2013) and in compliance with requirements under the CP issued by HKEx, in establishing a stringent internal
control system over financial reporting, and refined the routine management mechanism of internal controls.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
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045
CORPORATE GOVERNANCE REPORT
We established a sound corporate governance structure and a top-down organizational structure from the Board
to the specific positions with respective internal control duties. Our Audit Committee under the Board is responsible
for, among other things, monitoring the Company’s financial reporting procedures, internal controls and risk
management. The Company reports the design and implementation of internal controls to Audit Committee annually
and receives guidance and supervision from Audit Committee.
We established a three-tier internal controls of “the top level internal control system, the internal control professional
system and the internal control practices guidelines”, which brought the control requirements to the whole process
of marketing, production and management. Base on our business operation, we focus on high risk and key
management areas and perform risk assessment, so as to enforce our internal control requirement into our daily
operation. Meanwhile, we assigned specific responsibilities to individuals and input the control requirements in our IT
systems to strengthen the internal controls. And through multiple internal and external supervision and inspections,
including self-assessment, management evaluation, external audit, etc., we effectively improved the execution
efficiency and effectiveness of our internal controls.
Based on the evaluation conducted by the management of the Company, the management believes that, as of 31
December 2014, the Company’s internal control over financial reporting was effective and provided reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for reporting
purposes in accordance with generally accepted accounting principles.
All disclosure of material information relating to the Company is made through the unified leadership and
management of the Board, with the Company’s management performing its relevant duties. The Company has
performed an annual review of the effectiveness of the Company’s disclosure controls and procedures, and
concluded that, as of 31 December 2014, the Company’s disclosure controls and procedures were effectively
executed at a reasonable assurance level.
INFORMATION DISCLOSURE
According to the HKEx Listing Rules and United States Securities Act, since 2003, the Company has implemented
the information disclosure internal control and procedures. We have established the Disclosure Committee, including
our Chairman, chief executive officer, chief financial officer and heads of main functional departments. Empowered
by the Board, the Disclosure Committee is responsible for organizing and coordinating the routine reporting and
disclosure job to prompt timely, fair, truthful and complete disclosure of information, ensure good corporate
governance and transparency, properly get back to the investors, analysts and media inquiries, to prevent our share
price volatility caused by error messages.
Under the circumstances where any department or officer are in breach of disclosure procedures and internal control
resulting in reporting or disclosure errors, or in breach of disclosure related laws and regulations, the Company
shall hold the relevant personnel accountable. Members of the Disclosure Committee, heads of our Internal Audit
Department and other relevant departments and each of our subsidiaries shall make certifications annually and take
personal responsibilities with respect to their disclosure duties.
Our Internal Audit Department conducts annual evaluation with respect to the effectiveness of disclosure internal
control and procedures, and issues audit reports. Depend on which, our CEO and CFO shall make written
statements with respect to our annual report on Form 20-F and take personal responsibilities in accordance with
the requirements of the US Securities Act. The Disclosure Committee can revise the disclosure internal control and
procedure in accordance with its performance and the development of relevant laws with approval of the senior
management. The revised internal control procedure and articles shall be circulated within the Group.
In compliance with the provisions of Hong Kong Securities and Futures Ordinance, the Company also set up rules
and lock-up periods on directors, management and employees in dealing in the shares of the Company or exercising
our share options while they are in possession of inside information. In about every six months, they are required
to sign a duty of confidentiality and prohibition against insider dealing. Unauthorized use of confidential or inside
information for profits is strictly prohibited to prevent violation of laws and regulations.
CORPORATE GOVERNANCE REPORT
SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN THE CORPORATE GOVERNANCE PRACTICES
OF THE COMPANY AND THE CORPORATE GOVERNANCE PRACTICES REQUIRED TO BE FOLLOWED
BY U.S. COMPANIES UNDER THE NYSE’S LISTING STANDARDS
As a foreign private issuer (as defined in Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended),
we are permitted to follow home country practices in lieu of some of the corporate governance practices required to
be followed by U.S. companies listed on the NYSE. As a result, our corporate governance practices differ in some
respects from those required to be followed by U.S. companies listed on the NYSE.
In accordance with the requirements of section 303A.11 of the NYSE Listed Company Manual, the following is a
summary of the significant differences between the Company’s corporate governance practices and those required
to be followed by U.S. companies under the NYSE’s listing standards.
Section 303A.01 of the NYSE Listed Company Manual provides that listed companies must have a majority of
independent directors. As a listed company in Hong Kong, the Company is subject to the requirement under the
Hong Kong Listing Rules that at least one-third of its board be independent non-executive directors as determined
under the Hong Kong Listing Rules. The Company has 4 independent non-executive directors out of a total of 9
directors. The Hong Kong Listing Rules set forth standards for establishing independence, which differ from those
set forth in the NYSE Listed Company Manual.
Section 303A.03 of the NYSE Listed Company Manual provides that listed companies must schedule regular
executive sessions in which non-management directors meet without management participation. As a listed
company in Hong Kong, we are subject to the requirement under the Hong Kong Listing Rules that our Chairman
should hold meetings at least annually with the non-executive directors (including INEDs) without the presence of
executive directors.
Section 303A.04 of the NYSE Listed Company Manual provides that the nominating/corporate governance
committee of a listed company must have a written charter that addresses the committee’s purpose and
responsibilities, which include, among others, the development and recommendation of corporate governance
guidelines to the listed company’s board of directors. Our Board is responsible for performing the corporate
governance duties, including developing and reviewing our policies and practices of corporate governance.
Section 303A.07 of the NYSE Listed Company Manual provides that if an audit committee member simultaneously
serves on the audit committee of more than three public companies, and the listed company does not limit the
number of audit committees on which its audit committee members serve to three or less, then in each case, the
board of directors must determine that such simultaneous service would not impair the ability of such member to
effectively serve on the listed company’s audit committee and disclose such determination. The Company is not
required, under the applicable Hong Kong law, to make such determination.
Section 303A.10 of the NYSE Listed Company Manual provides that listed companies must adopt and disclose
a code of business conduct and ethics for directors, officers and employees. While the Company is not required,
under the Hong Kong Listing Rules, to adopt such similar code, as required under the SOX Act, the Company has
adopted a code of ethics that is applicable to the Company’s principal executive officers, principal financial officers,
principal accounting officers or persons performing similar functions.
Section 303A.12(a) of the NYSE Listed Company Manual provides that each listed company’s chief executive officer
must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate
governance listing standards. The Company’s chief executive officer is not required, under the applicable Hong Kong
law, to make similar certifications.
CONTINUOUS EVOLVEMENT OF CORPORATE GOVERNANCE
We will closely study the development of corporate governance practices among the world’s leading corporations,
future evolution of the relevant regulatory environment and the requirements of the investors on an ongoing basis.
We will also review and enhance our corporate governance procedures and practices from time to time so as to
ensure the long-term sustainable development of the Company.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
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047
HUMAN RESOURCES DEVELOPMENT
In 2014, in view of the need for the corporate strategic transformation and business development, our human
resources work adhered to the corporate strategic deployment and we endeavored to further liberate creativity and
promote innovation. Our human resources work was guided by the human resources strategic plans and the 2014
key tasks with “stimulating vitality and improving efficiency” as the focus, “transformation and structural adjustment” as
the theme and “management personnel cultivation, labor management reform, incentive mechanism enhancement
and talent management” as the emphasis, endeavoring to accomplish progress and deliver results.
In 2014, the Group continued to promote the cultivation of its management personnel and reserve team and
enhanced the work on management adjustment and supplement. Tailoring to the different characteristics of various
positions, different measures including selection within the organization and competitive selection were used in the
selection and appointment of cadres. Within the year, the Group completed 120 person-times in the evaluation
and job re-designation of cadres from 55 units, continuously optimizing the structure of the management team and
further enhancing its overall functionality and capabilities.
In order to actively respond to the needs for organizational reform, various specialized companies were established
including China Mobile (Suzhou) Software Technology Co., Ltd., China Mobile (Hangzhou) Information Technology
Co., Ltd., China Mobile Online Services Co., Ltd. and MIGU Co., Ltd. The Group conducted research on professional
corporate human resources management models and promoted initiatives relating to professional corporate
governance and optimization of human resources. The Group performed dynamic optimization of its standard job
system, enhanced the delineation of responsibilities between headquarters and departments and recalibrated 67
cross-department organizations, realizing a streamlining rate of 32.8% and further improving organizational efficiency.
The Group endeavored to comply with applicable labor laws and regulations, adjusted position classification and
labor structure, implemented the standardized quarterly reporting system on labor management, dynamically
supervised and directed the standardized labor management work of various units and successfully established
the labor deployment model based upon employment contracts. The human resources allocation system was
optimized. The human resources allocation for various subordinated units and professional lines has been adjusted
and optimized, resulting in effective control of the total staff number and continuous improvement of the allocation
efficiency and providing support to the corporate business development.
In respect of remuneration incentives, the Group improved its diversified incentive mechanism and enhanced the
effectiveness of its remuneration incentives, with the implementation of the remuneration incentive system of different
levels and categories. Taking into consideration and linking between the market-oriented level of the business and
the stage of development, for units with businesses of a higher market-oriented level, external competitiveness
was further reflected in the remuneration system and calculations, and a higher degree of flexibility was provided in
order to support the corporate strategic transformation. The Group continued to promote reform on the quantitative
performance-based remuneration system and facilitated ancillary quantitative performance-based remuneration
budgeting in order to ensure that outstanding staff would be effectively incentivized. Performance-oriented
remuneration was further enhanced and personnel costs were linked to the performance assessment results of each
business unit in order to reflect the management principle of “remuneration increases if performance improves while
remuneration decreases if performance declines”. Enterprise annuity was also implemented in order to enrich the
Group’s benefits system.
HUMAN RESOURCES DEVELOPMENT
The Group devoted significant efforts to recruitment work and organized campus presentations and recruitment
activities which included 12 presentation sessions and 16 on-site recruitment sessions at 16 well-known integrated
universities in 12 provinces and cities and 4 specialized posts and telecommunications universities including Beijing
University of Posts and Telecommunications, covering a total of nearly 60,000 people with a plan to recruit 8,000
people within the year. The Group explored the establishment of a unified written test for recruiting university
graduates, optimized the recruitment process, enhanced recruitment efficiency in order to ensure the staff quality
and promote their simultaneous growth with us.
In 2014, the number of people who studied at the online university of China Mobile reached 321,000 with a total of
8.2 million study hours, both of which were highly ranked among online study programs run by domestic enterprises.
A total of 140,000 people accessed online studies through mobile phones and studying through the Internet had
become an important channel of staff development. Online training and discussions were provided in live classes
through the live broadcasting platform with participation of over 2 million person-times, which had become the
platform for a fast and large-scale promotion of the corporate key business developments. Various forms of training
were provided to the staff in order to enhance their professional and execution abilities and promote implementation
of the Group’s strategies.
China Mobile University was awarded the “2014 ATD – Excellence in Practice Award”, the highest honor which
is regarded as the equivalent of Oscar awards in global training and education, which demonstrated that China
Mobile University had become a model for the world’s premier enterprise universities. Based in the United States,
the Association for Talent Development (ATD) is one of the world’s largest and most authoritative association
dedicated to talent development and is the leader in the area of talent development. China Mobile University was
also presented with many major awards in China, including the title of “2014 China Best Enterprise University” and
“2014 Engine Award – China Benchmarked Enterprise University”, and received high recognition and praise for its
achievements in enterprise training and development.
In 2015, the human resources work will firmly embrace the corporate development strategies and key tasks, adapt
to the new development requirements for human resources work, align with the development trends and take
initiatives to create changes with “innovating mechanism, stimulating vitality and improving efficiency” as the theme,
“optimizing staff selection and allocation system, enhancing labor resources reform, enriching diversified incentive
mechanism and perfecting human resources system management” as the key tasks. The Group will focus on the
key issues, identify areas requiring major efforts, further change the work style, strive to accomplish more proactive,
forward-looking, systematic and efficient work, strengthen service awareness, continue to enhance organizational
forward-looking, systematic and efficient work, strengthen service awareness, continue to enhance organizational
capabilities and operational efficiency and actively provide support for its strategic transformation and business
capabilities and operational efficiency and actively provide support for its strategic transformation and business
upgrading.
upgrading.
2014 Engine Award –
China Benchmarked
Enterprise University
2014 China Best Enterprise University
2014 ATD –
Excellence in Practice Award
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
048
048
049
049
REPORT OF DIRECTORS
The directors take pleasure in submitting their annual report together with the audited financial statements for the
year ended 31 December 2014.
PRINCIPAL ACTIVITIES
The Group’s principal activity is providing mobile telecommunications and related services in 31 provinces,
autonomous regions and directly-administered municipalities in Mainland China and Hong Kong. The principal
activity of the Company is investment holding.
The turnover of the Group during the financial year consisted primarily of income generated from the provision of
mobile telecommunications services.
MAJOR CUSTOMERS AND SUPPLIERS
The Group’s aggregate turnover with its five largest customers did not exceed 30% of the Group’s total turnover in
2014.
Purchases from the largest supplier for the year represented 13% of the Group’s total purchases. The five largest
suppliers accounted for an aggregate of 29% of the Group’s purchases in 2014. Purchases for the Group
include network equipment purchases, leasing of transmission lines and payments in relation to interconnection
arrangements. Purchases from suppliers, other than suppliers of leased lines and network equipment and
interconnection arrangements, were not material to the Group’s total purchases.
At no time during the year ended 31 December 2014 have the directors, their associates or any shareholder of
the Company (which to the knowledge of the directors owns more than 5% of the number of issued shares of the
Company) had any interest in these five largest suppliers.
SUBSIDIARIES AND ASSOCIATES
Particulars of the Company’s subsidiaries and the Group’s associates as at 31 December 2014 are set out in notes
18 and 19, respectively, to the consolidated financial statements.
FINANCIAL STATEMENTS
The profit of the Group for the year ended 31 December 2014 and the financial conditions of the Company and the
Group as at that date are set out in the consolidated financial statements on pages 70 to 129.
DIVIDENDS
The Board believes that the Company’s favorable profitability and healthy cash flow generating capability will be able
to provide sufficient support to its future development, while providing shareholders with a favorable return. Based
on the Group’s operating performance in 2014 and taking into consideration its long-term future development, in
accordance with the dividend payout ratio of 43% planned for the full financial year of 2014, the Board recommends
payment of a final dividend of HK$1.380 per share for the financial year ended 31 December 2014. This, together
with the interim dividend of HK$1.540 per share that was paid, amounts to an aggregate dividend payment of
HK$2.920 per share for the full financial year of 2014. In 2015, taking into consideration various relevant factors,
including the Group’s overall financial condition, cash flow generating capability and future sustainable development
needs, the Company’s planned dividend payout ratio for the full year of 2015 will be 43%.
REPORT OF DIRECTORS
DONATIONS
Donations made by the Group during the year amounted to RMB55,987,029 (2013: RMB67,661,542).
PROPERTY, PLANT AND EQUIPMENT
Changes to the property, plant and equipment of the Group and the Company during the year ended 31 December
2014 are set out in note 14 to the consolidated financial statements.
SHARE CAPITAL AND SHARE OPTION SCHEMES
Details of the Company’s share capital and share option scheme are set out in note 35 to the consolidated financial
statements and the paragraph “Share Option Schemes” below, respectively.
BONDS
Details of the bonds of the Group are set out in note 33 to the consolidated financial statements.
RESERVES
Changes to the reserves of the Group during the year are set out in the consolidated statement of changes in
equity. Changes to the reserves of the Company during the year are set out in note 35 to the consolidated financial
statements.
DIRECTORS
The directors during the financial year were:
Executive Directors:
XI Guohua (Chairman)
LI Yue
XUE Taohai
HUANG Wenlin (resigned on 19 March 2015)
SHA Yuejia
LIU Aili
Independent Non-Executive Directors:
LO Ka Shui
Frank WONG Kwong Shing
Moses CHENG Mo Chi
Paul CHOW Man Yiu
In accordance with Article 95 of the Company’s Articles of Association, Mr. XUE Taohai, Mr. Frank WONG Kwong
Shing and Dr. Moses CHENG Mo Chi will retire by rotation at the forthcoming annual general meeting of the
Company and, being eligible, offer themselves for re-election.
The biographies of the directors proposed for re-election at the forthcoming annual general meeting (“Directors for
Re-election”) are set out on pages 12 and 14. Except as disclosed in such biographies, the Directors for Re-election
have not held any other directorships in any listed public companies in the last three years. Further, except as noted
in the biographies, none of the Directors for Re-election is connected with any directors, senior management or
substantial or controlling shareholders of the Company and, except as disclosed in the paragraphs headed “Directors’
and Chief Executive’s Interest and Short Positions in Shares, Underlying Shares and Debentures” and “Share Option
Schemes” below, none of them has any interests in the shares of the Company within the meaning of Part XV of the
Hong Kong Securities and Futures Ordinance (“SFO”).
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
050
051
REPORT OF DIRECTORS
Mr. Frank WONG Kwong Shing was appointed as an independent non-executive director of the Company since
August 2002. He has many years of finance and commercial experience and is a highly valued and respected
member of the Board. He is also a chairman of the Audit Committee, a member of the Remuneration Committee
and Nomination Committee. Each year, Mr. Frank WONG Kwong Shing provided the Company with a confirmation
of his independence in accordance with the relevant requirements of the Hong Kong Listing Rules and the Board
believes that Mr. Frank WONG Kwong Shing is independent. The Board also believes that he is able to discharge his
duties as an independent non-executive director of the Company and will also continue to contribute to the various
committees of the Board. Accordingly, the Board is of the view that the re-election of Mr. Frank WONG Kwong Shing
as an independent non-executive director of the Company is in the interests of the Company and its shareholders as
a whole.
Dr. Moses CHENG Mo Chi was appointed as an independent non-executive director of the Company since March
2003. He has extensive legal expertise and is a highly valued and respected member of the Board. He is also a
member of each of the Audit Committee, Remuneration Committee and Nomination Committee. Each year, Dr.
Moses CHENG Mo Chi provided the Company with a confirmation of his independence in accordance with the
relevant requirements of the Hong Kong Listing Rules and the Board believes that Dr. Moses CHENG Mo Chi is
independent. The Board also believes that he is able to discharge his duties as an independent non-executive
director of the Company and will also continue to contribute to the various committees of the Board. Accordingly,
the Board is of the view that the re-election of Dr. Moses CHENG Mo Chi as an independent non-executive director
of the Company is in the interests of the Company and its shareholders as a whole.
The service contracts of all the Directors for Re-election do not provide for a specified length of service and each of
such directors will be subject to retirement by rotation and re-election at annual general meetings of the Company
every three years. Each of the Directors for Re-election is entitled to an annual director’s fee of HK$180,000 as
proposed by the Board and approved by the shareholders of the Company. Director’s fees are payable on a time
pro-rata basis for any non full year’s service. Mr. Frank WONG Kwong Shing is entitled to an additional annual fee
of HK$290,000 as a chairman of Audit Committee, a member of the Remuneration Committee and Nomination
Committee. Dr. Moses CHENG Mo Chi is entitled to an additional annual fee of HK$260,000 as a member of each of
the Audit Committee, Remuneration Committee and Nomination Committee. In addition, for the financial year ended
31 December 2014, Mr. XUE Taohai received annual remuneration including retirement scheme contributions of
HK$1,170,000, plus a discretionary bonus as determined by the Board with respect to the director’s performance.
The remuneration of the director has been determined with reference to the individual’s duties, responsibilities and
experience, and to prevailing market conditions.
None of the Directors for Re-election has an unexpired service contract which is not determinable by the Company
or any of its subsidiaries within one year without payment of compensation, other than under normal statutory
obligations.
Save as disclosed herein, there are no other matters relating to the re-election of the Directors for Re-election that
need to be brought to the attention of the shareholders of the Company nor is there any information to be disclosed
pursuant to any of the requirements of Rule 13.51(2) of the Hong Kong Listing Rules.
REPORT OF DIRECTORS
DIRECTORS’ INTERESTS IN CONTRACTS
No contract of significance to which the Company or any of its subsidiaries was a party and in which a director of the
Company had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during
the year.
DIRECTORS’ AND CHIEF EXECUTIVE’S INTEREST AND SHORT POSITIONS IN SHARES,
UNDERLYING SHARES AND DEBENTURES
As at 31 December 2014, the interests and short positions of the directors in the shares and underlying shares of the
Company (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under Section
352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for
Securities Transactions by Directors of Listed Issuers are set out below.
Certain directors of the Company personally held ordinary shares of the Company. Details of the directors’ holding of
ordinary shares of the Company as at 31 December 2014 are as follows.
Director
LO Ka Shui
Capacity
Beneficial owner
Ordinary
shares held
400,000
Interest of controlled corporation
300,000
Frank WONG Kwong Shing
Beneficial owner
150,000
Note:
Percentage of
the number of
issued shares1
0.00%
0.00%
0.00%
Based on 20,438,426,514 ordinary shares of the Company in issue as at 31 December 2014, and rounded off to two decimal places.
Certain directors of the Company personally hold options to subscribe for ordinary shares of the Company. Please
refer to the paragraph headed “Share Option Schemes” below for details of the interests of the directors in such
share options. The share options were granted to the directors pursuant to the terms of the share option schemes
adopted by the Company.
Apart from those disclosed herein, as at 31 December 2014, none of the directors nor the chief executive of the
Company had any interests or short positions in any of the shares, underlying shares or debentures of the Company
or any of its associated corporations (within the meaning of the SFO) that is required to be recorded and kept in the
register in accordance with section 352 of the SFO or any interests required to be notified to the Company and the
Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
052
053
REPORT OF DIRECTORS
SHARE OPTION SCHEMES
Share Option Schemes of the Company
Pursuant to a resolution passed at the annual general meeting held on 24 June 2002, a share option scheme (the
“Scheme”) was adopted to replace an old share option scheme adopted on 8 October 1997 (the “Old Scheme”)
and the Old Scheme was terminated. The Scheme shall be valid and effective for a period of 10 years commencing
on its adoption date after which period no further options to subscribe for shares of the Company will be granted.
The Scheme ceased to be valid and effective on 24 June 2012 and accordingly, no further share options will be
granted under the Scheme. However, the provisions of the Scheme shall remain in full force and effect to the extent
necessary to give effect to the exercise of any share options granted under the Scheme prior to the expiry of the 10-
year period and which may become thereafter capable of being exercised under the rules of the Scheme.
As set out in the Company’s circular to shareholders dated 8 April 2002, the purpose of the Scheme is to provide the
Company with a flexible and effective means of remunerating and providing benefits to the executive directors, non-
executive directors and employees of the Company, any of its holding companies and their respective subsidiaries
and any entity in which the Company or any of its subsidiaries holds any equity interest (the “Participants”), thereby
incentivizing the Participants. Under the Scheme, the Board may, at their discretion, invite the Participants to take up
options to subscribe for shares in the Company.
The maximum aggregate number of shares which can be subscribed pursuant to options that are or may be granted
under the Schemes equals to 10% of the total issued share capital of the Company as at the date of adoption of the
Scheme. Options lapsed or cancelled in accordance with the terms of the Old Scheme or the Scheme will not be
counted for the purpose of calculating this 10% limit.
The total number of shares in the Company issued and to be issued upon exercise of the options granted to a
Participant (including both exercised and outstanding options) in any 12-month period must not exceed 1% of the
issued share capital of the Company. The consideration payable for the grant of each option under the Scheme is
HK$1.00.
Under the Scheme, the term of the option is determined by the Board at their discretion, provided that all options
must be exercised within 10 years after the date on which the option is granted. The exercise price of the options
granted under the Scheme is determined by the Board at its discretion provided that such price may not be set
below a minimum price which is the highest of:
(i)
the nominal value of a share in the Company;
(ii)
(iii)
the closing price of the shares in the Company on the Stock Exchange on the date on which the option was
granted; and
the average closing price of the shares in the Company on the Stock Exchange for the five trading days
immediately preceding the date on which the option was granted.
No share options were granted or cancelled under the Scheme during the year ended 31 December 2014.
REPORT OF DIRECTORS
As at 31 December 2014, the directors and chief executive of the Company and the employees of the Group had
the following personal interests in options to subscribe for shares of the Company granted under the Scheme.
No. of shares
involved in
the options
outstanding at
the beginning
of the year
No. of shares
involved in
the options
outstanding
at year end
Date on which
options were
granted
No. of shares
involved in the
options lapsed
during the year
Directors
LI Yue
XUE Taohai
SHA Yuejia
LIU Aili
154,000
780,000
154,000
780,000
82,575
780,000
82,600
141,500
–
28 October 2004
780,000
8 November 2005
–
28 October 2004
780,000
8 November 2005
–
28 October 2004
780,000
8 November 2005
119,000
–
154,000
–
82,575
–
–
28 October 2004
82,600
141,500
8 November 2005
–
–
Moses CHENG Mo Chi
400,000
400,000
8 November 2005
Employees
113,418,420
475,000
–
–
28 October 2004
2,259,113
111,159,307
21 December 2004
456,000
19,000
268,025,464
43,351,922
8 November 2005
–
224,673,542
46,233,422 (Note (a))
No. of shares
acquired on
exercise of
options during
the year
35,000
–
–
–
–
–
–
–
–
Exercise
price
HK$
22.75
34.87
22.75
34.87
22.75
34.87
22.75
34.87
34.87
22.75
26.75
34.87
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
054
055
REPORT OF DIRECTORS
Notes:
(a)
The total number of shares involved in the options outstanding at the end of the year represents 0.23% of the number of issued shares of the
Company as at the date of this annual report.
(b)
No options to subscribe for shares in the Company were granted to the directors of the Company in 2014.
(c)
Particulars of share options:
Date of grant
Exercise period
28 October 2004
28 October 2005 to 27 October 2014 (in respect of 40% of the options granted)
28 October 2006 to 27 October 2014 (in respect of 30% of the options granted)
28 October 2007 to 27 October 2014 (in respect of the remaining 30% of the options granted)
21 December 2004
21 December 2005 to 20 December 2014 (in respect of 40% of the options granted)
21 December 2006 to 20 December 2014 (in respect of 30% of the options granted)
21 December 2007 to 20 December 2014 (in respect of the remaining 30% of the options granted)
8 November 2005
8 November 2006 to 7 November 2015 (in respect of 40% of the options granted)
8 November 2007 to 7 November 2015 (in respect of 30% of the options granted)
8 November 2008 to 7 November 2015 (in respect of the remaining 30% of the options granted)
Details of share options exercised during the year:
Period during which
share options were exercised
2 January 2014 to 27 October 2014
18 June 2014
3 January 2014 to 31 December 2014
Exercise
price
HK$
22.75
26.75
34.87
Weighted
average closing
price per share
immediately
before dates
of exercise
of options
HK$
Number of
shares
involved in
the options
Proceeds
received
HK$
76.54
75.50
80.14
2,529,670,484
111,194,307
508,250
19,000
7,834,366,410
224,673,542
REPORT OF DIRECTORS
SHARE OPTION SCHEME OF ASPIRE HOLDINGS LIMITED (“ASPIRE”)
Pursuant to a resolution passed at the annual general meeting of the Company held on 24 June 2002, the share
option scheme of Aspire (the “Aspire Scheme”) was adopted by the Company.
The Aspire Scheme is valid and effective for a period of 10 years commencing on its adoption date after which
period no further options to subscribe for shares of Aspire will be granted. The Aspire Scheme ceased to be valid
and effective on 24 June 2012 and accordingly, no further options will be granted under the Aspire Scheme.
However, the provisions of the Aspire Scheme shall remain in full force and effect to the extent necessary to give
effect to the exercise of any options granted under the Aspire Scheme prior to the expiry of the 10-year period and
which may become thereafter capable of being exercised under the rules of the Aspire Scheme.
As set out in the Company’s circular to shareholders dated 8 April 2002, the purpose of the Aspire Scheme is to
provide Aspire with a flexible and effective means of remunerating and providing benefits to the employees, the
executive directors and the non-executive directors of Aspire or any of its subsidiaries (the “Aspire Participants”),
thereby incentivizing the Aspire Participants. Under the Aspire Scheme, the board of directors of Aspire may, at their
discretion, invite Aspire Participants to take up options to subscribe for shares of Aspire (the “Aspire Shares”).
The maximum aggregate number of Aspire Shares which can be subscribed pursuant to options that are or may be
granted under the Aspire Scheme equals to 10% of the total issued share capital of Aspire as at the date of adoption
of the Aspire Scheme. Options lapsed or cancelled in accordance with the terms of the Aspire Scheme will not be
counted for the purpose of calculating this 10% limit. The total number of Aspire Shares issued and to be issued
upon exercise of the options granted to an Aspire Participant (including both exercised and outstanding options) in
any 12-month period must not exceed 1% of the issued share capital of Aspire. As at 31 December 2014 and the
date of this annual report, there was no outstanding option under the Aspire Scheme.
The consideration payable by an Aspire Participant for the grant of each option is HK$1.00.
For options granted under the Aspire Scheme, the exercise price of the options is determined by the board of
directors of Aspire at its discretion provided that such price may not be set below a minimum price which is the
higher of:
(i)
US$0.298; and
(ii)
the price determined by applying a maximum discount of 20% to the price per Aspire Share calculated by
dividing the valuation of Aspire as a whole by the aggregate number of issued Aspire Shares at the time of
employment/appointment of the Aspire Participant or the grant of the options to the Aspire Participant (as the
case may be),
provided, however, that 10% of the options to be granted under the Aspire Scheme may have an exercise price less
than (i) or (ii) above but not less than US$0.182.
Under the Aspire Scheme, the term of the option is determined by the board of directors of Aspire at their discretion,
provided that all options must be exercised within 10 years after the date on which the option is granted.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
056
057
REPORT OF DIRECTORS
Under the vesting conditions on the options under the Aspire Scheme:
(i)
50% of any options granted are exercisable: (a) 2 years after the time of commencement of employment (or the
appointment as director) of the relevant Aspire Participant (in the case of options specified in the employment
contract with the relevant Aspire Participant) or (in other cases) the date on which the Aspire Participant is
offered with the option or (b) after listing of Aspire, whichever is later; and
(ii)
the remaining 50% of such options are exercisable 3 years after the initial 50% of the options become
exercisable.
As at 31 December 2014, the employees of Aspire had the following personal interests in options to subscribe for
shares of Aspire granted under the Aspire Scheme.
No. of shares
involved in
the options
outstanding at
the beginning
of the year
No. of shares
involved in
the options
outstanding
at year end
Date on which
options were
granted
Normal period
during which
options are
exercisable
No. of shares
involved in
the options
lapsed during
the year
Employees of Aspire*
725,000
45,000
–
–
18 March 2004
28 May 2004
(Note)
(Note)
725,000
45,000
Exercise
price
US$
0.298
0.298
*
During the year ended 31 December 2014, no share options have been granted under the Aspire Scheme to any of the directors or chief
executive of the Company.
Note:
(1)
No share option under the Aspire Scheme was outstanding as at the date of this annual report.
(2)
(a)
The initial 50% of the options granted to a particular employee are exercisable between the period:
–
commencing on the later of:
(i)
2 years after the commencement of employment of that employee or the option offer date (as the case may be); or
(ii)
the listing of the shares of Aspire; and
–
ending on the date falling 10 years from the option grant date; and
(b)
the remaining 50% of such options shall be exercisable between the period commencing 3 years after the initial 50% of the options
become exercisable and ending on the date falling 10 years from the option grant date.
REPORT OF DIRECTORS
None of the directors of Aspire had any personal interests in options to subscribe for shares of Aspire granted under
the Aspire Scheme at the beginning and at the end of the year ended 31 December 2014.
No options were granted or exercised under the Aspire Scheme during the year ended 31 December 2014. Share
options involving 770,000 Aspire Shares (representing all the previously outstanding share options granted under the
Aspire Scheme) have lapsed during the year ended 31 December 2014. The options granted are not recognized in
the financial statements until they are exercised.
Since the options granted pursuant to the Aspire Scheme are for the subscription of shares in Aspire which are not
listed, the value of the options granted is not required to be disclosed under the Hong Kong Listing Rules.
In any event, since (i) the shares in Aspire are not listed; (ii) the options granted under the Aspire Scheme are not
freely transferable (and hence there is no open market for transacting these options); and (iii) the grantee of an option
will also not be able to charge, mortgage, encumber or create any interest in favour of any other person over or in
relation to any option, any valuation of the options will necessarily be based on subjective assumptions, and may not
provide a reliable measure of the fair value of the options and would potentially be misleading to the shareholders of
the Company.
Apart from the foregoing, at no time during the year was the Company, any of its holding companies or subsidiaries,
a party for any arrangement to enable the directors or chief executive of the Company or any of their spouses
or children under eighteen years of age to acquire benefits by means of acquiring shares in or debentures of the
Company or any other body corporate.
PRE-IPO SHARE OPTION SCHEME OF CHINA MOBILE HONG KONG COMPANY LIMITED
Pursuant to a resolution passed by the shareholders of China Mobile Hong Kong Company Limited (formerly known as
China Mobile Peoples Telephone Company Limited) (“CMHK”) on 4 March 2004, the pre-IPO share option scheme
(the “CMHK Pre-IPO Scheme”) was adopted to incentivize the then employees of CMHK.
No share options were granted under the CMHK Pre-IPO Scheme after the listing of CMHK on 31 March 2004 and
no further share options will be granted under the CMHK Pre-IPO Scheme. There were 70,000 shares covered
by the share options granted under the CMHK Pre-IPO Scheme which were outstanding at the beginning of the
financial year ended 31 December 2014. All the share options outstanding at the beginning of the year ended 31
December 2014 were granted to employees of CMHK on 11 March 2004, and the exercise price was HK$4.55
per share, being the offer price of the shares of CMHK at the time of its initial public offering. All outstanding share
options granted under the CMHK Pre-IPO Scheme have been vested. Grantees of the outstanding share options
are entitled to exercise the share options from 11 March 2005 to 10 March 2014. No share options granted under
the CMHK Pre-IPO Scheme have been exercised during the year ended 31 December 2014. All outstanding share
options lapsed during the year ended 31 December 2014.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
058
059
REPORT OF DIRECTORS
SUBSTANTIAL SHAREHOLDERS’ AND OTHER PERSONS’ INTERESTS AND SHORT POSITIONS IN
SHARES AND UNDERLYING SHARES
The Company has been notified of the following interests in the Company’s issued shares as at 31 December 2014
amounting to 5% or more of the ordinary shares in issue:
(i)
China Mobile Communications Corporation
(“CMCC”)
(ii) China Mobile (Hong Kong) Group Limited
(“CMHK (Group)”)
(iii) China Mobile Hong Kong (BVI) Limited
Ordinary shares held
directly
indirectly
Percentage of
total number of
issued shares
–
–
14,890,116,842
72.85%
14,890,116,842
72.85%
(“CMHK (BVI)”)
14,890,116,842
–
72.85%
Note:
In light of the fact that CMCC and CMHK (Group) directly or indirectly control one-third or more of the voting rights in the shareholders’
meetings of CMHK (BVI), in accordance with the SFO, the interests of CMHK (BVI) are deemed to be, and have therefore been included in, the
interests of CMCC and CMHK (Group).
Apart from the foregoing, as at 31 December 2014, no persons, other than a director or chief executive of the
Company, had any interests or short positions in the shares and underlying shares of the Company as recorded in
the register required to be kept under section 336 of the SFO.
REPORT OF DIRECTORS
CONNECTED TRANSACTIONS
Continuing Connected Transactions
Details of the continuing connected transactions are set out in note 36 to the consolidated financial statements.
For the financial year ended 31 December 2014, the following continuing connected transactions (the “Continuing
Connected Transactions”) have not exceeded their respective annual caps:
(1)
(2)
(3)
rental and property management service charges paid by the Group to CMCC did not exceed RMB2,000
million. The charges payable by the Group in respect of properties owned by CMCC and its subsidiaries are
determined with reference to market rates whilst the charges payable in respect of properties which CMCC or
its subsidiaries lease from third parties and sub-let to the Group are determined according to the actual rent
payable by CMCC or its subsidiaries to such third parties together with the amount of any tax payable;
telecommunications service charges, prices of transmission towers and spare parts and the charges payable
for installation and maintenance services in respect of transmission towers paid by the Group to CMCC did not
exceed RMB7,000 million. The telecommunications service charges, prices of transmission towers and spare
parts and the charges payable for installation and maintenance services in respect of transmission towers
are determined with reference to and cannot exceed relevant standards laid down and revised from time to
time by the government of the PRC. Where there are no government standards, the prices and charges are
determined according to market rates; the charges in respect of telecommunications services provided by the
Group payable by CMCC and its subsidiaries to the Group did not exceed RMB2,300 million;
settlement charges paid by the Company to China TieTong Telecommunications Corporation (“TieTong”), a
wholly-owned subsidiary of CMCC, in respect of calls made or received by their respective customers did
not exceed RMB800 million and the settlement charges received by the Company from TieTong in respect of
calls made or received by their respective customers were below 0.1% of each of the applicable percentage
ratios set out in Rule 14.07 of the Hong Kong Listing Rules. The rates for the settlement charges payable
and receivable by the Company to and from TieTong are based on the previous interconnection settlement
agreements entered into between TieTong and CMCC;
(4)
leasing fees paid by the Company to CMCC for the leasing of the TD-SCDMA network capacity by the
Company from CMCC did not exceed RMB8,500 million. The leasing fees are determined on a basis that
reflects the Group’s actual usage of CMCC’s TD-SCDMA network capacity and to compensate CMCC for the
costs of such network capacity;
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
060
061
REPORT OF DIRECTORS
(5)
service charges paid by the Company to CMCC for the agency services regarding sales channel
utilization and for the cooperation in the provision of basic telecommunications services (such as fixed-
line phone services, fixed-line IDD phone services, IP phone-to-phone calls services, 2G GSM and 3G TD-
SCDMA mobile telecommunications services) (“Basic Telecommunications Services”) and value-added
telecommunications services (such as paging services, data transmission services, voice mailbox services and
network connection services) (“Value-Added Telecommunications Services”) to customers of the Company
under the Telecommunications Services Cooperation Agreement did not exceed RMB5,000 million. The
aggregate amount of the charges received by the Company for the services provided to CMCC under
the Telecommunications Services Cooperation Agreement did not exceed RMB1,200 million. The service
charges for agency services are determined with reference to market prices after taking into consideration
the actual volume of agency services provided by CMCC and performance indicators such as total sales
being recognized and additional number of subscribers acquired as a result of the provision of agency
services by CMCC. In determining the market prices for the agency services, the Company has taken
into account the service fees payable by the Company and CMCC to other industry players as well as the
services fees receivable by the Company and CMCC from other industry players. The service fees payable
by the Company and CMCC were, from the Company’s perspective, no less favorable than the service fees
charged to other industry players, being independent third parties, for the same agency services provided to
such independent third parties. The service charges in respect of business cooperation are determined with
reference to, after taking into account the actual volume of Basic Telecommunications Services and Value-
Added Telecommunications Services provided and the resources and investment contributed, the government
fixed price or the government guidance price if there is no government fixed price and where there is neither
a government fixed price nor a government guidance price, the market price. Where none of the foregoing
prices is applicable, the price is to be agreed between the parties and determined on a cost-plus basis. As
there are no government fixed price or government guidance price for the Basic Telecommunications Services
or the Value-Added Telecommunications Services, the charges payable by the Company and CMCC under
the Telecommunications Services Cooperation Agreement for these services are determined with reference
to the market price. In determining the market prices for the Basic Telecommunications Services and the
Value-Added Telecommunications Services, the Company has taken into account the charges payable by
the Company and CMCC to other industry players and the charges receivable by the Company and CMCC
from other industry players. Such charges payable by the Company and CMCC were, from the Company’s
perspective, no less favorable than the charges charged to other industry players, being independent third
parties, for the same Basic Telecommunications Services or Value-Added Telecommunications Services; and
(6)
leasing fees paid by the Company to CMCC for the leasing of telecommunications network operation assets
by the Company from CMCC did not exceed RMB14,600 million. The leasing fees are determined with
reference to the prevailing market rates. In determining the market rates for the leasing fees, the Company has
taken into account the charges payable by the Company and CMCC to other industry players as well as the
charges receivable by the Company and CMCC from other industry players. The leasing fees payable by the
Company to CMCC were not more than the leasing fees charged to other industry players, being independent
third parties, for same kinds of network operation assets. The aggregate amount of leasing fees received by
the Company from CMCC under the Network Assets Leasing Agreement was below 0.1% of each of the
applicable percentage ratios set out in Rule 14.07 of the Hong Kong Listing Rules.
REPORT OF DIRECTORS
The transactions referred to in paragraph (1) above were entered into pursuant to the 2014–2016 property leasing
and management services agreement dated 15 August 2013 between the Company and CMCC (the “2014–2016
Property Leasing Agreement”). The Company announced the entering into and the terms of the 2014–2016 Property
Leasing Agreement on 15 August 2013. The 2014–2016 Property Leasing Agreement has a term of three years
commencing on 1 January 2014 and will expire on 31 December 2016.
The transactions referred to in paragraph (2) above were entered into pursuant to the 2014–2016
telecommunications services agreement dated 15 August 2013 between the Company and CMCC (the “2014–2016
Telecommunications Services Agreement”). The Company announced the entering into and the terms of the 2014–
2016 Telecommunications Services Agreement on 15 August 2013. The 2014–2016 Telecommunications Services
Agreement has a term of three years commencing on 1 January 2014 and will expire on 31 December 2016.
The transactions referred to in paragraph (3) above were entered into pursuant to the tripartite agreement among
the Company, CMCC and TieTong dated 13 November 2008 (the “Tripartite Agreement”). The entering into of the
Tripartite Agreement was announced by the Company on 13 November 2008. The Tripartite Agreement has been
renewed and announced by the Company (i) on 6 November 2009 for a period of one year from 1 January 2010; (ii)
on 21 December 2010 for a period of one year from 1 January 2011; (iii) on 6 December 2011 for a period of one
year from 1 January 2012; (iv) on 12 December 2012 for a period of one year from 1 January 2013; (v) on 15 August
2013 for a period of one year from 1 January 2014; and (vi) on 14 August 2014 for a period of one year from 1
January 2015.
The transactions referred to in paragraph (4) above were entered into pursuant to the network capacity leasing
agreement between the Company and CMCC dated 29 December 2008 (the “Network Capacity Leasing
Agreement”). The entering into of the Network Capacity Leasing Agreement was announced by the Company on 29
December 2008. The Network Capacity Leasing Agreement has been renewed and announced by the Company
(i) on 6 November 2009 for a period of one year from 1 January 2010; (ii) on 21 December 2010 for a period of
one year from 1 January 2011; (iii) on 6 December 2011 for a period of one year from 1 January 2012; (iv) on 12
December 2012 for a period of one year from 1 January 2013; (v) on 15 August 2013 for a period of one year from 1
January 2014; and (vi) on 14 August 2014 for a period of one year from 1 January 2015.
The transactions referred to in paragraph (5) above were entered into pursuant to the telecommunications services
cooperation agreement between the Company and CMCC dated 6 November 2009 (the “Telecommunications
Services Cooperation Agreement”). The entering into of the Telecommunications Services Cooperation Agreement
was announced by the Company on 6 November 2009. The Telecommunications Services Cooperation Agreement
has been renewed and announced by the Company (i) on 21 December 2010 for a period of one year from 1
January 2011; (ii) on 6 December 2011 for a period of one year from 1 January 2012; (iii) on 12 December 2012 for
a period of one year from 1 January 2013; (iv) on 15 August 2013 for a period of one year from 1 January 2014; and (v)
on 14 August 2014 for a period of one year from 1 January 2015.
The transactions referred to in paragraph (6) above were entered into pursuant to the telecommunications network
operation assets leasing agreement between the Company and CMCC dated 18 August 2011 (the “Network Assets
Leasing Agreement”). The entering into of the Network Assets Leasing Agreement was announced by the Company
on 18 August 2011. The Network Assets Leasing Agreement has been renewed and announced by the Company
(i) on 6 December 2011 for a period of one year from 1 January 2012; (ii) on 12 December 2012 for a period of
one year from 1 January 2013; (iii) on 15 August 2013 for a period of one year from 1 January 2014; and (iv) on 14
August 2014 for a period of one year from 1 January 2015.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
062
063
REPORT OF DIRECTORS
CMCC is the ultimate controlling shareholder of the Company and therefore, a connected person of the Company.
TieTong is a wholly-owned subsidiary of CMCC and therefore, a connected person of the Company. Accordingly, all
the transactions referred to in paragraphs (1) to (6) above constitute connected transactions for the Company under
the Hong Kong Listing Rules.
In the opinion of the independent non-executive directors, the Continuing Connected Transactions were entered into
by the Group:
(i)
in the ordinary and usual course of its business;
(ii)
on normal commercial terms or better; and
(iii)
according to the agreements governing such transactions on terms that are fair and reasonable and in the
interests of the shareholders of the Company as a whole.
The auditors of the Company were engaged to report on the Group’s Continuing Connected Transactions in
accordance with Hong Kong Standard on Assurance Engagements 3000 “Assurance Engagements Other Than
Audits or Reviews of Historical Financial Information” and with reference to Practice Note 740 “Auditor’s Letter
on Continuing Connected Transactions under the Hong Kong Listing Rules” issued by the Hong Kong Institute
of Certified Public Accountants. The auditors have issued their unqualified letter containing their findings and
conclusions in respect of the Continuing Connected Transactions in accordance with Rule 14A.56 of the Hong Kong
Listing Rules. The auditors’ letter has confirmed that nothing has come to their attention that cause them to believe
that the Continuing Connected Transactions:
(A)
have not been approved by the Board;
(B) were not, in all materal respects, in accordance with the pricing policies of the Group as stated in this annual
report;
(C) were not entered into, in all material respects, in accordance with the relevant agreements governing the
Continuing Connected Transactions; and
(D)
have exceeded their respective annual caps for the financial year ended 31 December 2014 set out in the
previous announcements of the Company.
A copy of the auditors’ letter in relation to the Continuing Connected Transactions has been provided by the
Company to the Stock Exchange.
In respect of the Continuing Connected Transactions, the Company has complied with the disclosure requirements
under the Hong Kong Listing Rules in force from time to time, and has followed the policies and guidelines as laid
down in the guidance letter HKEx-GL73-14 issued by the Stock Exchange when determining the price and terms of
the transactions conducted during the year ended 31 December 2014.
REPORT OF DIRECTORS
PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES
The Company and its subsidiaries did not purchase, sell or redeem any of the listed securities of the Company
during the year ended 31 December 2014.
BANK AND OTHER LOANS
Particulars of bank and other loans of the Group as at 31 December 2014 are set out in note 33 to the consolidated
financial statements.
FINANCIAL SUMMARY
A summary of the audited results and of the audited statements of the assets and liabilities of the Group for the last
five financial years is set out on pages 130 to 131 of this annual report.
EMOLUMENT POLICY
In order to continue to maintain the sustainable development of the Group’s competitiveness, the Group has
always emphasized the importance of recruiting, incentivizing, developing and retaining its employees, paid close
attention to the external competitiveness, internal fairness of its remuneration structure and the cost-effectiveness
of remuneration and emphasized the importance of the correlation between remuneration management and
performance management. Employees’ remuneration comprises a basic salary, a performance-based bonus and a
long-term incentive scheme in the form of share option schemes for eligible employees, details of which are set out
under the paragraph headed “Share option schemes” above.
EMPLOYEE RETIREMENT BENEFITS
Particulars of the employee retirement benefits of the Group are set out in note 2 to the consolidated financial
statements.
PUBLIC FLOAT
As at the date of this annual report and based on the information that is publicly available to the Company and to
the knowledge of the directors of the Company, the Company has maintained the public float prescribed under the
Hong Kong Listing Rules and agreed with the Stock Exchange.
AUDITORS
A resolution will be proposed at the forthcoming annual general meeting for the re-appointment of
PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as the auditors of the Group for Hong Kong
financial reporting and U.S. financial reporting purposes, respectively.
By order of the Board
Xi Guohua
Chairman
Hong Kong, 19 March 2015
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
064
065
NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of China Mobile Limited (the “Company”) will be held on
Thursday, 28 May 2015 at 10:00 a.m. in the Conference Room, JW Marriott Hotel, Pacific Place, 88 Queensway,
Hong Kong for the following purposes:
1.
To receive and consider the audited financial statements and the Reports of the Directors and Auditors of the
Company and its subsidiaries for the year ended 31 December 2014.
2.
To declare a final dividend for the year ended 31 December 2014.
3.
To re-elect executive Director.
4.
To re-elect independent non-executive Directors.
5.
To re-appoint PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as the auditors of the
Group for Hong Kong financial reporting and U.S. financial reporting purposes, respectively, and to authorize
the Directors to fix their remuneration.
And to consider and, if thought fit, to pass the following as ordinary resolutions:
Ordinary Resolutions
6.
“THAT:
(a)
(b)
subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period
(as defined below) of all the powers of the Company to purchase shares in the capital of the Company
including any form of depositary receipt representing the right to receive such shares (“Shares”) be and is
hereby generally and unconditionally approved;
the aggregate number of Shares which may be purchased on The Stock Exchange of Hong Kong
Limited (the “Stock Exchange”) or any other stock exchange on which securities of the Company may
be listed and which is recognized for this purpose by the Securities and Futures Commission of Hong
Kong and the Stock Exchange pursuant to the approval in paragraph (a) above shall not exceed or
represent more than 10 per cent. of the number of issued shares of the Company at the date of passing
this resolution, and the said approval shall be limited accordingly;
(c)
for the purpose of this resolution “Relevant Period” means the period from the passing of this resolution
until whichever is the earlier of:
(1)
the conclusion of the next annual general meeting of the Company; or
(2)
(3)
the expiration of the period within which the next annual general meeting of the Company is
required by law to be held; or
the revocation or variation of the authority given under this resolution by ordinary resolution of the
shareholders of the Company in general meeting.”
NOTICE OF THE ANNUAL GENERAL MEETING
7.
“THAT a general mandate be and is hereby unconditionally given to the directors of the Company to exercise
full powers of the Company to allot, issue and deal with additional shares in the Company (including the
making and granting of offers, agreements and options which might require shares to be allotted, whether
during the continuance of such mandate or thereafter) provided that, otherwise than pursuant to (i) a rights issue
where shares are offered to shareholders on a fixed record date in proportion to their then holdings of shares;
(ii) the exercise of options granted under any share option scheme adopted by the Company; or (iii) any scrip
dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend in
accordance with the articles of association of the Company, the aggregate number of the shares allotted shall
not exceed the aggregate of:
(a)
20 per cent. of the number of issued shares of the Company at the date of passing this resolution, plus
(b)
(if the directors of the Company are so authorized by a separate ordinary resolution of the shareholders
of the Company) the number of Shares repurchased by the Company subsequent to the passing of this
resolution (up to a maximum equivalent to 10 per cent. of the number of issued shares of the Company
at the date of passing this resolution).
Such mandate shall expire at the earlier of:
(1)
the conclusion of the next annual general meeting of the Company; or
(2)
(3)
the expiration of the period within which the next annual general meeting of the Company is required by
law to be held; or
the date of any revocation or variation of the mandate given under this resolution by ordinary resolution of
the shareholders of the Company at a general meeting.”
8.
“THAT the directors of the Company be and are hereby authorized to exercise the powers of the Company
referred to in the resolution set out in item 7 in the notice of the annual general meeting in respect of the shares
of the Company referred to in paragraph (b) of such resolution.”
By Order of the Board
China Mobile Limited
Wong Wai Lan, Grace
Company Secretary
8 April 2015
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
066
067
NOTICE OF THE ANNUAL GENERAL MEETING
Notes:
1.
2.
3.
4.
5.
Any member entitled to attend and vote at the annual general meeting is entitled to appoint one or, if he is the holder of two or more shares,
more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.
In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially
certified copy thereof, must be deposited at the Company’s registered office at 60/F, The Center, 99 Queen’s Road Central, Hong Kong at
least 24 hours before the time for holding the annual general meeting. Completion and return of a form of proxy will not preclude a member
from attending and voting in person if he is subsequently able to be present.
The Board of Directors has recommended a final dividend of HK$1.380 per share for the year ended 31 December 2014 and, if such
dividend is declared by the members passing resolution number 2, it is expected to be paid on or about 30 June 2015 to those shareholders
whose names appear on the Company’s register of members on 10 June 2015. Shareholders should read the announcement issued by the
Company on 19 March 2015 regarding the closure of register of members and the withholding and payment of enterprise income tax for non-
resident enterprises in respect of the proposed 2014 final dividend.
To ascertain shareholders’ eligibility to attend and vote at the annual general meeting, the register of members of the Company will be closed
from 22 May 2015 to 28 May 2015 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to
be entitled to attend and vote at the annual general meeting, all transfers, accompanied by the relevant share certificates, must be lodged with
the Company’s share registrar, Hong Kong Registrars Limited, Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan
Chai, Hong Kong, not later than 4:30 p.m. on 21 May 2015.
To ascertain shareholders’ entitlement to the proposed final dividend upon passing resolution number 2, the register of members of the
Company will be closed from 8 June 2015 to 10 June 2015 (both days inclusive), during which period no transfer of shares in the Company
will be effected. In order to qualify for the proposed final dividend, all transfers, accompanied by the relevant share certificates, must be lodged
with the Company’s share registrar, Hong Kong Registrars Limited, Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East,
Wan Chai, Hong Kong, not later than 4:30 p.m. on 5 June 2015.
Concerning resolution number 6 above, the directors of the Company wish to state that they will exercise the powers conferred thereby
to repurchase shares of the Company in circumstances which they deem appropriate for the benefit of the shareholders. The explanatory
statement containing the information necessary to enable the shareholders to make an informed decision on whether to vote for or against the
resolution to approve the repurchase by the Company of its own shares, as required by the Rules Governing the Listing of Securities on the
Stock Exchange will be set out in a separate circular from the Company to be enclosed with the 2014 Annual Report.
INDEPENDENT AUDITOR’S REPORT
Independent Auditor’s Report
To the shareholders of China Mobile Limited
(incorporated in Hong Kong with limited liability)
We have audited the consolidated financial statements of China Mobile Limited (the “Company”) and its subsidiaries (together, the “Group”) set out
on pages 70 to 129, which comprise the consolidated and company balance sheets as at 31 December 2014, and the consolidated statement of
comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flow for the year then ended, and
a summary of significant accounting policies and other explanatory information.
DIRECTORS’ RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS
The directors of the Company are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance
with International Financial Reporting Standards issued by the International Accounting Standards Board, Hong Kong Financial Reporting
Standards issued by the Hong Kong Institute of Certified Public Accountants, and the Hong Kong Companies Ordinance, and for such internal
control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
AUDITOR’S RESPONSIBILITY
Our responsibility is to express an opinion on these consolidated financial statements based on our audit and to report our opinion solely to you,
as a body, in accordance with section 80 of Schedule 11 to the Hong Kong Companies Ordinance and for no other purpose. We do not assume
responsibility towards or accept liability to any other person for the contents of this report.
We conducted our audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants.
Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.
The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the
entity’s preparation of consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as
evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OPINION
In our opinion, the consolidated financial statements give a true and fair view of the state of affairs of the Company and of the Group as at 31
December 2014, and of the Group’s profit and cash flows for the year then ended in accordance with International Financial Reporting Standards
and Hong Kong Financial Reporting Standards and have been properly prepared in accordance with the Hong Kong Companies Ordinance.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, 19 March 2015
CHINA MOBILE LIMITED • ANNUAL REPORT 2014 068
069
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2014
(Expressed in Renminbi (“RMB”))
Operating revenue (Turnover)
Revenue from telecommunications services
Revenue from sales of products and others
Operating expenses
Leased lines
Interconnection
Depreciation
Personnel
Selling expenses
Cost of products sold
Other operating expenses
Profit from operations
Non-operating income, net
Interest income
Finance costs
Note
4
5
6
7
8
2014
Million
2013
Million
581,817
59,631
590,811
39,366
641,448
630,177
21,083
23,389
116,225
36,830
75,781
74,464
18,727
25,998
104,699
34,376
91,834
61,363
176,342
157,531
524,114
494,528
117,334
135,649
1,089
910
16,149
15,289
(228)
(331)
Share of profit of associates
19
8,248
7,062
Profit before taxation
Taxation
PROFIT FOR THE YEAR
142,592
158,579
11(a)
(33,187)
(36,776)
109,405
121,803
Other comprehensive income/(loss) for the year that may be subsequently
reclassified to profit or loss:
Exchange differences on translation of financial statements of overseas entities
Share of other comprehensive income/(loss) of associates
(169)
1,224
(172)
(767)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
110,460
120,864
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
for the year ended 31 December 2014
(Expressed in RMB)
Profit attributable to:
Equity shareholders of the Company
Non-controlling interests
PROFIT FOR THE YEAR
Total comprehensive income attributable to:
Equity shareholders of the Company
Non-controlling interests
Note
2014
Million
2013
Million
109,279
126
121,692
111
109,405
121,803
110,334
126
120,754
110
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
110,460
120,864
Earnings per share – Basic
13(a)
RMB5.38
RMB6.05
Earnings per share – Diluted
13(b)
RMB5.35
RMB5.98
The notes on pages 78 to 129 are an integral part of these consolidated financial statements. Details of dividends to equity shareholders of the
Company are set out in note 35(b).
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
070
071
CONSOLIDATED BALANCE SHEET
as at 31 December 2014
(Expressed in RMB)
Non-current assets
Property, plant and equipment
Construction in progress
Land lease prepayments and other prepayments
Goodwill
Other intangible assets
Interest in associates
Deferred tax assets
Restricted bank deposits
Other financial assets
Current assets
Inventories
Accounts receivable
Other receivables
Prepayments and other current assets
Amount due from ultimate holding company
Tax recoverable
Available-for-sale financial assets
Restricted bank deposits
Bank deposits
Cash and cash equivalents
Current liabilities
Accounts payable
Bills payable
Deferred revenue
Accrued expenses and other payables
Amount due to ultimate holding company
Obligations under finance leases
Current taxation
Net current assets
As at
31 December
2014
Million
As at
31 December
2013
Million
Note
14(a)
564,795
479,227
15
16
17
19
20
21
22
23
24
25
25
26
27
21
28
29
30
31
32
26
93,341
24,855
35,300
766
70,444
20,507
8,731
127
85,000
19,735
36,894
1,063
53,940
17,401
6,816
127
818,866
700,203
9,130
16,340
14,398
15,344
112
702
2,000
695
352,118
66,744
9,152
13,907
11,649
11,832
94
647
–
–
374,977
44,931
477,583
467,189
223,503
674
62,615
134,725
4,271
68
6,020
173,157
1,360
61,789
125,811
22
68
8,706
431,876
370,913
45,707
96,276
Total assets less current liabilities carried forward
864,573
796,479
CONSOLIDATED BALANCE SHEET (CONTINUED)
as at 31 December 2014
(Expressed in RMB)
Total assets less current liabilities brought forward
Non-current liabilities
Interest-bearing borrowings
Deferred revenue, excluding current portion
Deferred tax liabilities
NET ASSETS
CAPITAL AND RESERVES
Share capital
Reserves
Note
33
31
20
As at
31 December
2014
Million
As at
31 December
2013
Million
864,573
796,479
(4,992)
(840)
(98)
(4,989)
(662)
(104)
(5,930)
(5,755)
858,643
790,724
35(c)
400,737
455,839
2,142
786,631
Total equity attributable to equity shareholders of the Company
856,576
788,773
Non-controlling interests
TOTAL EQUITY
Approved and authorized for issue by the Board of Directors on 19 March 2015.
2,067
1,951
858,643
790,724
Li Yue
Director
Xue Taohai
Director
The notes on pages 78 to 129 are an integral part of these consolidated financial statements.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
072
073
BALANCE SHEET
as at 31 December 2014
(Expressed in RMB)
Non-current assets
Property, plant and equipment
Investments in subsidiaries
Current assets
Amounts due from subsidiaries
Other receivables
Cash and cash equivalents
Current liabilities
Accrued expenses and other payables
Net current assets
Total assets less current liabilities
Non-current liabilities
Amount due to a subsidiary
NET ASSETS
CAPITAL AND RESERVES
Share capital
Reserves
TOTAL EQUITY
Approved and authorized for issue by the Board of Directors on 19 March 2015.
Li Yue
Director
Xue Taohai
Director
The notes on pages 78 to 129 are an integral part of these consolidated financial statements.
Note
14(b)
18
18
29
As at
31 December
2014
Million
As at
31 December
2013
Million
1
485,109
1
479,148
485,110
479,149
1,743
91
3,030
1,912
5
1,295
4,864
3,212
12
12
21
21
4,852
3,191
489,962
482,340
18
(4,992)
(4,989)
(4,992)
(4,989)
484,970
477,351
35(c)
35(a)
400,737
84,233
2,142
475,209
484,970
477,351
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2014
(Expressed in RMB)
Attributable to equity shareholders of the Company
Share
capital
Million
Share
premium
Million
Capital
reserve
Million
General
reserve
Million
Exchange
reserve
Million
PRC
statutory
reserves
Million
Retained
profits
Million
Non-
controlling
interests
Million
Total
Million
Total equity
Million
As at 1 January 2013
2,142
387,183
(292,268)
72
(1,489)
211,610
416,197
723,447
1,862
725,309
Changes in equity for 2013:
Profit for the year
Other comprehensive loss
Total comprehensive (loss)/income
for the year
Dividends approved in respect of
previous year (note 35(b)(ii))
Dividends declared in respect of
current year (note 35(b)(i))
Shares issued under share option
scheme
Transfer to PRC statutory reserves
(note 35(d)(iii))
Others
–
–
–
–
–
–
–
–
–
–
–
–
–
60
–
–
–
(767)
(767)
–
–
(17)
–
–
As at 31 December 2013
2,142
387,243
(293,052)
As at 1 January 2014
2,142
387,243
(293,052)
Changes in equity for 2014:
Profit for the year
Other comprehensive income/(loss)
Total comprehensive income/(loss)
for the year
Dividends approved in respect of
previous year (note 35(b)(ii))
Dividends declared in respect of
current year (note 35(b)(i))
Shares issued under share option
scheme (note 35(c)(iii))
Transfer to PRC statutory reserves
(note 35(d)(iii))
Transfer between reserves upon expiry
of options (note 34(b))
Transition to no-par value regime
(note 35(c)(ii))
Others
–
–
–
–
–
–
–
–
–
–
–
1,224
1,224
–
–
9,279
2,073
(3,137)
–
–
–
–
389,316
–
(389,316)
–
–
(27)
–
–
–
–
–
–
–
–
–
–
72
72
–
–
–
–
–
–
–
–
–
–
–
(171)
(171)
–
–
–
–
–
–
–
–
–
–
1,060
24,139
–
121,692
–
121,692
(938)
111
(1)
121,803
(939)
121,692
120,754
110
120,864
(28,460)
(28,460)
(21)
(28,481)
(27,031)
(27,031)
–
(24,119)
(1,060)
43
20
–
–
–
–
–
(27,031)
43
20
–
(600)
235,749
457,219
788,773
1,951
790,724
(600)
235,749
457,219
788,773
1,951
790,724
–
(169)
(169)
–
–
–
–
–
–
8
–
–
–
–
–
–
109,279
–
109,279
1,055
126
–
109,405
1,055
109,279
110,334
126
110,460
(26,044)
(26,044)
(10)
(26,054)
(24,880)
(24,880)
–
23,169
(22,991)
–
–
–
27
–
(8)
8,215
178
–
–
–
–
–
–
–
–
–
(24,880)
8,215
178
–
–
–
As at 31 December 2014
400,737
–
(294,992)
72
(761)
258,918
492,602
856,576
2,067
858,643
The notes on pages 78 to 129 are an integral part of these consolidated financial statements.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014 074
075
CONSOLIDATED STATEMENT OF CASH FLOW
for the year ended 31 December 2014
(Expressed in RMB)
Operating activities
Profit before taxation
Adjustments for:
– Depreciation of property, plant and equipment
– Amortization of other intangible assets
– Amortization of land lease prepayments
– Gain on disposal of property, plant and equipment
– Write-off of property, plant and equipment
– Impairment loss of doubtful accounts
– Write-down of inventories
– Interest income
– Finance costs
– Dividend income from unlisted securities
– Share of profit of associates
– Unrealized exchange loss/(gain), net
– Loss on disposal of a subsidiary
– Impairment loss of goodwill
Note
2014
Million
2013
Million
142,592
158,579
116,225
104,699
106
406
–
2,093
5,494
293
78
385
(3)
2,074
5,084
202
(16,149)
(15,289)
228
–
(8,248)
81
–
1,594
331
(34)
(7,062)
(59)
18
–
6
16
6
6
6
6
8
7
6
Operating cashflow before changes in working capital
244,715
249,003
Increase in inventories
Increase in accounts receivable
Increase in other receivables
Increase in prepayments and other current assets
(Increase)/decrease in amount due from ultimate holding company
Increase in accounts payable
Decrease in bills payable
Increase in deferred revenue
Increase in accrued expenses and other payables
Increase/(decrease) in amount due to ultimate holding company
Cash generated from operations
Tax paid
– Hong Kong profits tax paid
– PRC enterprise income tax paid
(271)
(7,927)
(992)
(8,008)
(18)
8,384
(144)
1,160
8,914
4,249
(2,156)
(7,273)
(148)
(2,189)
8
5,372
(563)
4,129
22,041
(17)
250,062
268,207
(269)
(38,771)
(26)
(43,196)
Net cash generated from operating activities carried forward
211,022
224,985
CONSOLIDATED STATEMENT OF CASH FLOW (CONTINUED)
for the year ended 31 December 2014
(Expressed in RMB)
Net cash generated from operating activities brought forward
Investing activities
Capital expenditure
Land lease prepayments
Acquisition of other intangible assets
Proceeds from disposal of property, plant and equipment
Decrease/(increase) in bank deposits
Increase in restricted bank deposits
Interest received
Proceeds from disposal of a joint venture
Proceeds from disposal of a subsidiary
Acquisition of interest in associates
Dividends received from associates
Dividends received from unlisted securities
Purchase of available-for-sale financial assets
Note
2014
Million
2013
Million
211,022
224,985
(170,776)
(1,030)
(138,997)
(1,044)
(23)
1
22,859
(2,610)
14,392
–
–
(9,508)
2,476
–
(2,000)
(355)
44
(42,980)
(1,398)
12,392
6
124
(1,363)
2,062
34
–
19
19
Net cash used in investing activities
(146,219)
(171,475)
Financing activities
Proceeds from issuance of shares under share option scheme
Interest paid
Dividends paid to the Company’s equity shareholders
Dividend paid to non-controlling shareholders of a subsidiary
Repayment of deferred considerations
Net cash used in financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Effect of changes in foreign exchange rate
35(c)(iii)
35(b)
8,215
(225)
(50,924)
(10)
–
43
(329)
(55,491)
(21)
(23,633)
(42,944)
(79,431)
21,859
(25,921)
44,931
70,906
(46)
(54)
Cash and cash equivalents at end of year
29
66,744
44,931
Significant non-cash transactions
The Group recorded payables of RMB119,172,000,000 (2013: RMB98,992,000,000) to equipment suppliers as at 31 December 2014 for
additions of construction in progress during the year then ended.
The notes on pages 78 to 129 are an integral part of these consolidated financial statements.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
076
077
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in RMB unless otherwise indicated)
1
GENERAL INFORMATION
China Mobile Limited (the “Company”) was incorporated in the Hong Kong Special Administrative Region (“Hong Kong”) of the People’s
Republic of China (the “PRC”) on 3 September 1997. The principal activities of the Company and its subsidiaries (together referred to as
the “Group”) are the provision of mobile telecommunications and related services in Mainland China and in Hong Kong (For the purpose of
preparing these consolidated financial statements, Mainland China refers to the PRC excluding Hong Kong, Macau Special Administrative
Region of the PRC and Taiwan). The Company’s ultimate holding company is China Mobile Communications Corporation (“CMCC”). The
address of the Company’s registered office is 60th Floor, The Center, 99 Queen’s Road Central, Hong Kong.
The shares of the Company were listed on The Stock Exchange of Hong Kong Limited (the “HKEx”) on 23 October 1997 and the American
Depositary Shares of the Company were listed on the New York Stock Exchange on 22 October 1997.
2
SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
These financial statements have been prepared in accordance with all applicable International Financial Reporting Standards (“IFRSs”)
issued by the International Accounting Standards Board (“IASB”), which collective term includes all applicable individual International
Financial Reporting Standards, International Accounting Standards (“IASs”) and Interpretations issued by the IASB. Hong Kong
Financial Reporting Standards (“HKFRSs”), which collective term includes all applicable individual Hong Kong Financial Reporting
Standards, Hong Kong Accounting Standards (“HKASs”) and Interpretations issued by the Hong Kong Institute of Certified Public
Accountants (“HKICPA”), are consistent with IFRSs as it relates to the Group’s financial statements. These financial statements
also comply with HKFRSs and the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (“Listing Rules”). In accordance with the transitional and saving arrangements for Part 9 of the new
Hong Kong Companies Ordinance (Cap. 622), “Accounts and Audit” as set out in sections 76 to 87 of Schedule 11 to the new Hong
Kong Companies Ordinance (Cap. 622), these financial statements are prepared in accordance with the applicable requirements of
the predecessor Hong Kong Companies Ordinance (Cap. 32) for this financial year and the comparative period. A summary of the
significant accounting policies adopted by the Group is set out below.
(b) Basis of preparation
The consolidated financial statements for the year ended 31 December 2014 comprise the Group and the Group’s interest in associates.
The measurement basis used in the preparation of the financial statements is the historical cost basis, as modified by the revaluation of
available-for-sale financial assets which are carried at fair value.
The preparation of financial statements in conformity with IFRSs and HKFRSs requires management to make judgements, estimates
and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates
and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the
period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
Judgements made by management in the application of IFRSs and HKFRSs that have significant effect on the financial statements and
major sources of estimation uncertainty are discussed in note 40.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
2
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(c) Subsidiaries and non-controlling interests
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the
Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power over the entity.
An investment in a subsidiary is consolidated into the consolidated financial statements from the date that control commences until
the date that control ceases. Intra-group balances and transactions and any unrealized gains arising from intra-group transactions
are eliminated in full in preparing the consolidated financial statements. Unrealized losses resulting from intra-group transactions are
eliminated in the same way as unrealized gains but only to the extent that there is no evidence of impairment. Accounting policies
of subsidiaries would be changed where necessary in the consolidated financial statements to ensure consistency with the policies
adopted by the Company.
Non-controlling interests represent the equity in a subsidiary not attributable directly or indirectly to the Company, and in respect
of which the Group has not agreed any additional terms with the holders of those interests which would result in the Group as a
whole having a contractual obligation in respect of those interests that meets the definition of a financial liability. For each business
combination, the Group can elect to measure any non-controlling interests either at fair value or at their proportionate share of the
subsidiary’s net identifiable assets.
Non-controlling interests are presented in the consolidated balance sheet within equity, separately from equity attributable to the equity
shareholders of the Company. Non-controlling interests in the results of the Group are presented on the face of the consolidated
statement of comprehensive income as an allocation of the total profit or loss and total comprehensive income for the year between
non-controlling interests and the equity shareholders of the Company.
Changes in the Group’s interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions, whereby
adjustments are made to the amounts of controlling and non-controlling interests within consolidated equity to reflect the change in
relative interests, but no adjustments are made to goodwill and no gain or loss is recognized.
When the Group loses control of a subsidiary, it is accounted for as a disposal of the entire interest in that subsidiary, with a resulting
gain or loss being recognized in profit or loss. Any interest retained in that former subsidiary at the date when control is lost is
recognized at fair value and this amount is regarded as the fair value on initial recognition of a financial asset or, when appropriate, the
cost on initial recognition of an investment in an associate or a joint venture.
In the Company’s balance sheet, an investment in a subsidiary is stated at cost less impairment losses (see note 2(j)). The results of
subsidiaries are accounted for by the Company on the basis of dividends received and receivable.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
078
079
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
2
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d) Associates
An associate is an entity in which the Group has significant influence, but not control or joint control, over its management, including
participation in the financial and operating policy decisions.
An investment in an associate is accounted for using the equity method.
Under the equity method, the investment is initially recorded at cost. Thereafter, the investment is adjusted for the post-acquisition
change in the Group’s share of the investee’s net assets and any impairment loss relating to the investment (see note 2(j)). The Group’s
share of the post-acquisition post-tax results of the investee for the year is recognized as share of profit or loss of associates in the
consolidated statement of comprehensive income, whereas the Group’s share of the post-acquisition post-tax items of the investee’s
other comprehensive income is recognized as other comprehensive income in the consolidated statement of comprehensive income.
When the Group’s share of losses exceeds its interest in the associate, the Group’s interest is reduced to nil and recognition of further
losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf
of the investee. For this purpose, the Group’s interest in the investee is the carrying amount of the investment under the equity method
together with the Group’s long-term interests that in substance form part of the Group’s net investment in the associate.
Unrealized profits and losses resulting from transactions between the Group and its associates are eliminated to the extent of the
Group’s interest in the investee, except where unrealized losses provide evidence of an impairment of the asset transferred, in which
case they are recognized immediately in profit or loss. Accounting policies of associates would be changed where necessary in the
consolidated financial statements to ensure consistency with the policies adopted by the Group.
(e) Goodwill
Goodwill represents the excess of
(i)
the aggregate of the fair value of the consideration transferred, the amount of any non-controlling interest in the acquiree and the
fair value of the Group’s previously held equity interest in the acquiree; over
(ii)
the net fair value of the acquiree’s identifiable assets and liabilities measured as at the acquisition date.
When (ii) is greater than (i), then this excess is recognized immediately in profit or loss as a gain on a bargain purchase.
Goodwill is stated at cost less accumulated impairment losses. Goodwill arising on a business combination is allocated to each cash-
generating unit, or groups of cash-generating units, that is expected to benefit from the synergies of the combination and is tested
annually for impairment (see note 2(j)). Each unit or groups of units to which the goodwill is allocated represents the lowest level within
the Group at which the goodwill is monitored for internal management purpose. Goodwill is monitored at the operating segment level.
On disposal of a cash-generating unit during the year, any attributable amount of purchased goodwill is included in the calculation of
the gain or loss on disposal.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
2
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(f) Other intangible assets
Other intangible assets that are acquired by the Group are stated in the balance sheet at cost less accumulated amortization (where
the estimated useful life is finite) and impairment losses (see note 2(j)). Amortization of intangible assets with finite useful lives is
recorded in other operating expenses on a straight-line basis over the assets’ estimated useful lives, from the date they are available for
use. Both the period and method of amortization are reviewed annually.
Intangible assets are not amortized where their useful lives are assessed to be indefinite. The useful life of an intangible asset that is
not being amortized is reviewed annually to determine whether events and circumstances continue to support the indefinite useful life
assessment for that asset. Otherwise, the change in useful life assessment from indefinite to finite is accounted for prospectively from
the date of change and in accordance with the policy for amortization of intangible assets with finite lives as set out above.
(g) Other financial assets
Other financial assets represent investments in unquoted equity securities (other than investments in subsidiaries and interest in
associates), which are recognized in the balance sheet at cost less impairment losses (see note 2(j)) when those investments in equity
securities do not have a quoted market price in an active market and their fair value cannot be reliably measured.
(h) Property, plant and equipment
Property, plant and equipment are stated in the balance sheet at cost less accumulated depreciation and impairment losses (see note
2(j)).
The cost of property, plant and equipment comprises the purchase price and any directly attributable costs of bringing the asset to its
working location and condition for its intended use. Subsequent expenditure relating to an item of property, plant and equipment that
has already been recognized is added to the carrying amount of the asset when it is probable that future economic benefits, in excess
of the originally assessed standard of performance of the existing asset, will flow to the entity. All other subsequent expenditure is
recognized as an expense in the period in which it is incurred.
Gains or losses arising from the retirement or disposal of an item of property, plant and equipment are determined as the difference
between the net disposal proceeds and the carrying amount of the item and are recognized in profit or loss on the date of retirement or
disposal.
Depreciation is calculated to write off the cost of items of property, plant and equipment, less their estimated residual value, if any, using
the straight-line method over their estimated useful lives as follows:
Buildings
Telecommunications transceivers, switching centers,
transmission and other network equipment
Office equipment, furniture, fixtures and others
Both the assets’ useful lives and residual values, if any, are reviewed annually.
8–30 years
5–10 years
3–10 years
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
080
081
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
2
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(i) Leased assets
An arrangement, comprising a transaction or a series of transactions, is or contains a lease if the Group determines that the
arrangement conveys a right to use a specific asset or assets for an agreed period of time in return for a payment or a series of
payments. Such a determination is made based on an evaluation of the substance of the arrangement and is regardless of whether the
arrangement takes the legal form of a lease.
(i) Classification of assets leased to the Group
Assets that are held by the Group under leases which transfer to the Group substantially all the risks and rewards of ownership
are classified as being held under finance leases. Leases which do not transfer substantially all the risks and rewards of
ownership to the Group are classified as operating leases.
(ii) Assets acquired under finance leases
Where the Group acquires the use of assets under finance leases, the amounts representing the fair value of the leased asset,
or, if lower, the present value of the minimum lease payments of such assets is included in property, plant and equipment and
the corresponding liabilities, net of finance charges, are recorded as obligations under finance leases. Depreciation is provided
for at rates, which write off the cost of the assets over the term of the relevant lease or, where it is likely the Group will obtain
ownership of the asset, the useful life of the asset as set out in note 2(h). Impairment losses are accounted for in accordance
with the accounting policy as set out in note 2(j). Finance charges implicit in the lease payments are charged to profit or loss over
the period of the leases so as to produce an approximately constant periodic rate of charge on the remaining balance of the
obligations for each accounting period. Contingent rentals are charged to profit or loss in the accounting period in which they are
incurred. There were no contingent rentals recognized by the Group during the years presented.
(iii) Operating lease charges
Where the Group has the use of assets held under operating leases, payments made under the leases are charged to profit
or loss in equal instalments over the accounting periods covered by the lease term, except where an alternative basis is more
representative of the pattern of benefits to be derived from the leased asset. Lease incentives received are recognized in profit
or loss as an integral part of the aggregate net lease payments made. Contingent rentals are charged to profit or loss in the
accounting period in which they are incurred. There were no contingent rentals recognized by the Group during the years
presented.
The cost of acquiring land held under an operating lease is amortized on a straight-line basis over the period of the lease term.
(j)
Impairment of assets
(i)
Impairment of investments in equity securities, available-for-sale financial assets and receivables
Investments in equity securities (other than investments in subsidiaries), available-for-sale financial assets and receivables are
reviewed at the end of each reporting date to determine whether there is objective evidence of impairment. Objective evidence of
impairment includes observable data that comes to the attention of the Group about one or more of the following loss events:
–
–
–
–
significant financial difficulty of the entity;
a breach of contract, such as a default or delinquency in interest or principal payments;
it becoming probable that the entity will enter bankruptcy or other financial reorganization;
significant changes in the technological, market, economic or legal environment that have an adverse effect on the entity;
and
–
a significant or prolonged decline in the fair value of an investment in an equity instrument below its cost.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
2
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(j)
Impairment of assets (Continued)
(i)
Impairment of investments in equity securities, available-for-sale financial assets and receivables (Continued)
If any such evidence exists, any impairment loss is determined and recognized as follows:
–
–
–
–
For interest in associates recognized using the equity method (see note 2(d)), the impairment loss is measured by
comparing the recoverable amount of the investment with its carrying amount in accordance with note 2(j)(ii). The
impairment loss is reversed if there has been a favourable change in the estimates used to determine the recoverable
amount in accordance with note 2(j)(ii).
For unquoted equity securities carried at cost, the impairment loss is measured as the difference between the carrying
amount of the financial asset and the estimated future cash flows, discounted at the current market rate of return for
a similar financial asset where the effect of discounting is material. Impairment losses for such equity securities are not
reversed.
For debt instruments classified as available-for-sale financial assets, if any impairment evidence exists, the cumulative loss
(measured as the difference between the acquisition cost (net of any principal repayment and amortization) and the current
fair value, less any impairment loss on that financial asset previously recognized in profit or loss) is removed from equity
and recognized in profit or loss. If, in a subsequent period, the fair value of a debt instrument classified as available-for-
sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognized
in profit or loss, the impairment loss is reversed through profit or loss. For equity instruments classified as available-for-sale
financial assets, a significant or prolonged decline in the fair value of the security below its cost is also evidence that the assets
are impaired. If any impairment evidence exists, the cumulative loss (measured as the difference between the acquisition
cost and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss) is
removed from equity and recognized in profit or loss. Impairment losses recognized in profit or loss on equity instruments
are not reversed through profit or loss.
For trade and other current receivables and other financial assets carried at amortized cost, the impairment loss is
measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows,
discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition
of these assets), where the effect of discounting is material. This assessment is made collectively where these financial
assets share similar risk characteristics, such as similar past due status, and have not been individually assessed as
impaired. Future cash flows for financial assets which are assessed for impairment collectively are based on historical loss
experience for assets with credit risk characteristics similar to the collective group. If in a subsequent period the amount of
an impairment loss decreases and the decrease can be linked objectively to an event occurring after the impairment loss
was recognized, the impairment loss is reversed through profit or loss. A reversal of an impairment loss shall not result in
the asset’s carrying amount exceeding that which would have been determined had no impairment loss been recognized in
prior years.
Impairment losses are written off against the corresponding assets directly, except for impairment losses recognized in respect
of debtors included within trade and other receivables, whose recovery is considered doubtful but not remote. In this case, the
impairment losses for doubtful debts are recorded using an allowance account. When the Group is satisfied that recovery is
remote, the amount considered irrecoverable is written off against trade debtors directly and any amounts held in the allowance
account relating to that debt are reversed. Subsequent recoveries of amounts previously charged to the allowance account
are reversed against the allowance account. Other changes in the allowance account and subsequent recoveries of amounts
previously written off directly are recognized in profit or loss.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
082
083
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
2
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(j)
Impairment of assets (Continued)
Impairment of other assets
(ii)
Internal and external sources of information are reviewed at the end of each reporting period to identify indications that
the following assets may be impaired or, except in the case of goodwill and intangible assets with indefinite useful lives, an
impairment loss previously recognized no longer exists or may have decreased:
–
–
–
–
–
–
property, plant and equipment;
construction in progress;
prepaid interests in leasehold land classified as being held under an operating lease;
investments in subsidiaries;
goodwill; and
other intangible assets.
If any such indication exists, the asset’s recoverable amount is estimated. For goodwill and other intangible assets that have
indefinite useful lives, the recoverable amount is estimated annually whether or not there is any indication of impairment.
–
Calculation of recoverable amount
The recoverable amount of an asset is the greater of its fair value less costs of disposal and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. Where an asset does
not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the
smallest group of assets that generates cash inflows independently (i.e. a cash-generating unit).
–
Recognition of impairment losses
An impairment loss is recognized in profit or loss if the carrying amount of an asset, or the cash-generating unit to which it
belongs, exceeds its recoverable amount. Impairment losses recognized in respect of cash-generating units are allocated
first to reduce the carrying amount of any goodwill allocated to the cash-generating unit (or group of units) and then, to
reduce the carrying amount of the other assets in the unit (or group of units) on a pro rata basis, except that the carrying
value of an asset will not be reduced below its individual fair value less costs of disposal, or value in use, if determinable.
–
Reversals of impairment losses
In respect of assets other than goodwill, an impairment loss is reversed if there has been a favourable change in the estimates
used to determine the recoverable amount. An impairment loss in respect of goodwill is not reversed.
A reversal of an impairment loss is limited to the asset’s carrying amount that would have been determined had no
impairment loss been recognized in prior years. Reversals of impairment losses are credited to profit or loss in the year in
which the reversals are recognized.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
2
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(k) Construction in progress
Construction in progress is stated at cost less impairment losses (see note 2(j)). Cost comprises direct costs of construction as well as
interest expense and exchange differences capitalized during the periods of construction and installation. Capitalization of these costs
ceases and the construction in progress is transferred to property, plant and equipment when substantially all the activities necessary
to prepare the assets for their intended use are completed. No depreciation is provided for in respect of construction in progress until it
is completed and ready for its intended use.
(l)
Inventories
Inventories are carried at the lower of cost and net realizable value. Cost represents purchase cost of goods calculated using the
weighted average cost method. Net realizable value is determined by reference to the sales proceeds of items sold in the ordinary
course of business or to management’s estimates based on prevailing market conditions.
When inventories are sold, the carrying amount of those inventories is recognized as cost of products sold. The amount of any write-
down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or
loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realizable value, is recognized as
a reduction in the amount of inventories recognized as an expense in the period in which the reversal occurs. No reversal of any write-
down of inventories occurred during the years presented.
(m) Accounts receivable and other receivables
Accounts receivable and other receivables are initially recognized at fair value and thereafter stated at amortized cost using the effective
interest method less allowance for impairment loss (see note 2(j)), except where the effect of discounting would be immaterial.
(n) Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other
categories. They are included in non-current assets unless the investment matures or management intends to dispose of it within 12
months of the end of the reporting period.
Regular way purchases and sales of available-for-sale financial assets are recognized on the trade-date (the date on which the Group
commits to purchase or sell the asset). The investments are initially recognized at fair value plus transaction costs and are subsequently
carried at fair value. Changes in the fair value of available-for-sale financial assets are recognized in other comprehensive income.
Available-for-sale financial assets are derecognized when the rights to receive cash flows from the investments have expired or have
been transferred and the Group has transferred substantially all risks and rewards of ownership.
When available-for-sale financial assets are sold, the accumulated fair value adjustments recognized in equity is removed and
recognized in profit or loss.
Interest on available-for-sale debt instruments calculated using the effective interest method is recognized in profit or loss. Dividends on
available-for-sale equity instruments are recognized in profit or loss when the Group’s right to receive payments is established.
(o) Deferred revenue
Deferred revenue consists primarily of prepaid service fees received from customers which are generally not refundable and revenue
deferred for unredeemed point rewards under Customer Point Reward Program (“Reward Program”, see note 2(s)(iv)).
The prepaid service fees are stated at the amount of proceeds received less the amount already recognized as revenue.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
084
085
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
2
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(p)
Interest-bearing borrowings
Interest-bearing borrowings are recognized initially at fair value less attributable transaction costs. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortized cost with any difference between the amount initially recognized and redemption
value being recognized in profit or loss over the period of the borrowings, together with any interest and fees payable, using the
effective interest method.
(q) Accounts payable and other payables
Accounts payable and other payables are initially recognized at fair value and subsequently stated at amortized cost unless the effect
of discounting would be immaterial.
(r) Cash and cash equivalents
Cash and cash equivalents comprise cash at banks and in hand, demand deposits with banks, and short-term, highly liquid
investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value,
having been within three months of maturity at acquisition.
(s) Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Provided it is probable that the economic benefits will
flow to the Group and the revenue and costs, if applicable, can be measured reliably, revenue is recognized in profit or loss as follows:
(i)
revenue derived from voice and data services are recognized when the service is rendered;
(ii)
sales of products are recognized when the title is passed to the buyer;
(iii)
(iv)
for offerings which include the provision of services and discounted sale of mobile handset, the Group determines the revenue
from the sale of the mobile handset by deducting the fair value of the service element from the total contract consideration; and
for transactions which offer customer points reward when services are provided, the consideration allocated to the customer
points reward is based on its fair value which is recorded as deferred revenue when the rewards are granted and recognized as
revenue when the points are redeemed or expired.
(t)
Interest income
Interest income is recognized as it accrues using the effective interest method.
(u)
Income tax
Income tax for the year comprises current tax and movements in deferred tax assets and liabilities. Current tax and movements in
deferred tax assets and liabilities are recognized in profit or loss except items recognized in other comprehensive income or directly in
equity, in which case the relevant amounts of tax are recognized in other comprehensive income or directly in equity, respectively.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the
balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax assets and liabilities arise from deductible and taxable temporary differences respectively, being the differences between
the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. Deferred tax assets also arise from
unused tax losses and unused tax credits.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
2
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(u)
Income tax (Continued)
Apart from certain limited exceptions, all deferred tax liabilities, and all deferred tax assets to the extent that it is probable that future
taxable profits will be available against which the asset can be utilized, are recognized. Future taxable profits that may support the
recognition of deferred tax assets arising from deductible temporary differences include those that will arise from the reversal of existing
taxable temporary differences, provided those differences relate to the same taxation authority and the same taxable entity, and are
expected to reverse either in the same period as the expected reversal of the deductible temporary difference or in periods into which
a tax loss arising from the deferred tax asset can be carried back or forward. The same criteria are adopted when determining whether
existing taxable temporary differences support the recognition of deferred tax assets arising from unused tax losses and credits, that is,
those differences are taken into account if they relate to the same taxation authority and the same taxable entity, and are expected to
reverse in a period, or periods, in which the tax loss or credit can be utilized.
The limited exceptions to recognition of deferred tax assets and liabilities are those temporary differences arising from initial recognition
of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit (provided they are not part of a
business combination), and temporary differences relating to investments in subsidiaries and associates to the extent that, in the case
of taxable temporary differences, the Group controls the timing of the reversal and it is probable that the differences will not reverse in
the foreseeable future, or in the case of deductible differences, unless it is probable that they will reverse in the future.
The amount of deferred tax recognized is measured based on the expected manner of realization or settlement of the carrying amount
of the assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax assets and
liabilities are not discounted.
The carrying amount of a deferred tax asset is reviewed at the end of each reporting period and is reduced to the extent that it is
no longer probable that sufficient taxable profits will be available to allow the related tax benefit to be utilized. Any such reduction is
reversed to the extent that it becomes probable that sufficient taxable profits will be available.
Current tax balances and deferred tax balances, and movements therein, are presented separately from each other and are not offset.
Current tax assets are offset against current tax liabilities, and deferred tax assets against deferred tax liabilities, if the Group has the
legally enforceable right to set off current tax assets against current tax liabilities and the following additional conditions are met:
–
in the case of current tax assets and liabilities, the Group intends either to settle on a net basis, or to realize the asset and settle
the liability simultaneously; or
–
in the case of deferred tax assets and liabilities, if they relate to income taxes levied by the same taxation authority on either:
–
–
the same taxable entity; or
different taxable entities, which, in each future period in which significant amounts of deferred tax liabilities or assets are
expected to be settled or recovered, intend to realize the current tax assets and settle the current tax liabilities on a net
basis or realize and settle simultaneously.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
086
087
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
2
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(v) Provisions and contingent liabilities
Provisions are recognized for liabilities of uncertain timing or amount when the Group has a legal or constructive obligation arising as a
result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and the amount can be
estimated reliably. Where the time value of money is material, provisions are stated at the present value of the expenditures expected
to settle the obligation.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is
disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose
existence will only be confirmed by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent
liabilities unless the probability of outflow of economic benefits is remote.
(w) Employee benefits
(i)
Short-term employee benefits and contributions to defined contribution retirement plans
Salaries, annual bonuses, paid annual leave, leave passage, contributions to defined contribution retirement plans and the cost of
non-monetary benefits are accrued in the year in which the associated services are rendered by employees. Where payment or
settlement is deferred and the effect would be material, these amounts are stated at their present values.
The Company and subsidiaries incorporated in Hong Kong are required to make contributions to Mandatory Provident Funds
under the Hong Kong Mandatory Provident Fund (“MPF”) Schemes Ordinance. Under the MPF scheme, the employer and its
employees are each required to make contributions to the scheme at 5% of the employees’ relevant income, subject to a cap
of monthly relevant income of HK$30,000 (HK$25,000 prior to June 2014). Such contributions are recognized as an expense in
profit or loss as incurred.
The employees of the subsidiaries in Mainland China participate in the defined contribution retirement plans managed by the local
government authorities whereby the subsidiaries are required to contribute to the schemes at fixed rates of the employees’ salary
costs. In addition to the local governmental defined contribution retirement plans, the subsidiaries also participate in a pension
scheme launched by the Group managed by an independent insurance company whereby the subsidiaries are required to make
contributions to the retirement plans at fixed rates of the employees’ salary costs or in accordance with the terms of the plans.
The Group’s contributions to these plans are charged to profit or loss when incurred.
The Company and subsidiaries have no obligations for the payment of retirement and other post-retirement benefits of staff other
than the contributions described above.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
2
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(w) Employee benefits (Continued)
(ii) Share-based payments
The fair value of share options granted to employees is recognized as an employee cost with a corresponding increase in a
capital reserve within equity. The fair value is measured at grant date using the binomial lattice model, taking into account the
terms and conditions upon which the options were granted. Where the employees have to meet vesting conditions before
becoming unconditionally entitled to the options, the total estimated fair value of the options is spread over the vesting period,
taking into account the probability that the options will vest.
During the vesting period, the number of share options that is expected to vest is reviewed at each balance sheet date. Any
resulting adjustment to the cumulative fair value recognized in prior years is credited/charged to the profit or loss for the year of
the review, unless the original employee expenses qualify for recognition as an asset, with a corresponding adjustment to the
capital reserve. On vesting date, the amount recognized as an expense is adjusted to reflect the actual number of share options
that vest (with a corresponding adjustment to the capital reserve). The equity amount is recognized in the capital reserve until
either the option is exercised (when it is transferred to the share capital account (share premium account before 3 March 2014,
see note 35(c)(ii))) or the option expires (when it is released directly to retained profits). In the Company’s balance sheet, share-
based payment transactions in which the Company grants share options to subsidiaries’ employees are accounted for as an
increase in value of investments in subsidiaries, which is eliminated on consolidation.
(iii) Termination benefits
Termination benefits are recognized when, and only when, the Group demonstrably commits itself to terminate employment
which is without realistic possibility of withdrawal or to provide benefits as a result of voluntary redundancy by having a detailed
formal plan which is without realistic possibility of withdrawal.
(x) Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of an asset which necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of that asset. Other borrowing
costs are expensed in the period in which they are incurred.
The capitalization of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is being
incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use or sale are
in progress. Capitalization of borrowing costs is suspended or ceased when substantially all the activities necessary to prepare the
qualifying asset for its intended use or sale are interrupted or completed.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
088
089
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
2
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(y) Translation of foreign currencies
The functional currency of major entities within the Group is Renminbi (“RMB”). The Group adopted RMB as its presentation currency
in the preparation of the financial statements, which is the currency of the primary economic environment in which most of the Group’s
entities operate.
Foreign currency transactions during the year are translated at the foreign exchange rates ruling at the transaction dates. Monetary assets
and liabilities denominated in currencies other than the functional currency are retranslated at the foreign exchange rates ruling at the
balance sheet date. Exchange gains and losses are recognized in profit or loss.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the foreign
exchange rates ruling at the transaction dates. Non-monetary assets and liabilities denominated in foreign currencies that are stated at
fair value are translated using the foreign exchange rates ruling at the dates the fair value was determined.
The results of overseas entities are translated into RMB at the exchange rates approximating the foreign exchange rate ruling at the
dates of transactions. Balance sheet items are translated into RMB at the exchange rates ruling at the balance sheet date. The resulting
exchange differences are recognized in other comprehensive income and accumulated separately in equity in the exchange reserve.
On disposal of an overseas entity, the cumulative amount of the exchange differences relating to that particular foreign operation is
reclassified from equity to profit or loss.
For the purpose of the consolidated statement of cash flow, the cash flows of overseas entities within the Group are translated into
RMB by using the exchange rates approximating the foreign exchange rate ruling at the dates of the cash flows.
(z) Related parties
(a) A person, or a close member of that person’s family, is related to the Group if that person:
(i)
has control or joint control of the Group;
(ii)
has significant influence over the Group; or
(iii)
is a member of the key management personnel of the Group or the Group’s parent.
(b) An entity is related to the Group if any of the following conditions applies:
(i)
The entity and the Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is
related to the others);
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of
which the other entity is a member);
(iii) Both entities are joint ventures of the same third party;
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity;
(v)
The entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the
Group;
(vi)
The entity is controlled or jointly controlled by a person identified in note 2(z)(a); or
(vii) A person identified in note 2(z)(a)(i) has significant influence over the entity or is a member of the key management personnel
of the entity (or of a parent of the entity).
Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person
in their dealings with the entity.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
2
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(aa) Segment reporting
An operating segment is a component of the Group that engages in business activities from which the Group may earn revenue and
incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Group’s
Chief Operating Decision Maker (“CODM”) in order to allocate resources and assess performance of the segment. The CODM has been
identified as the Executive Directors of the Company. For the years presented, the Group as a whole is an operating segment since
the Group is only engaged in mobile telecommunications and related businesses. No geographical information has been disclosed as
the majority of the Group’s operating activities are carried out in Mainland China. The Group’s assets located and operating revenue
derived from activities outside Mainland China are less than 5% of the Group’s assets and operating revenue, respectively.
3
CHANGES IN ACCOUNTING POLICIES
The Group has adopted certain new and amended IFRS/HKFRS effective for accounting period beginning on 1 January 2014. Details of the
adoption are as follows:
Amendment to IAS/HKAS 32, “Financial Instruments: Presentation”
IFRIC/HK(IFRIC) – Int 21, “Levies”
The adoption of the above new and amended standards did not have any material impact on the Group’s financial statements. The Group
did not apply any other amendments, new standards or interpretation that is not yet effective for the current accounting year (see note 41).
4
OPERATING REVENUE (TURNOVER)
Revenue from telecommunications services
Voice services
Data services
Others
Revenue from sales of products and others
2014
Million
308,959
253,088
19,770
581,817
59,631
2013
Million
355,686
206,886
28,239
590,811
39,366
641,448
630,177
On 29 April 2014, a notification (the “Cai Shui [2014] No. 43”) was jointly issued by the Ministry of Finance and the State Administration
of Taxation of the People’s Republic of China (“SAT”), and as approved by the State Council of the People’s Republic of China, the
telecommunications industry would be included in the scope of the pilot program for the transformation from business tax to value-added
tax (the “VAT Program”) from 1 June 2014. According to the Cai Shui [2014] No. 43, the value-added tax rates for the provision of basic
telecommunications services and value-added telecommunications services are 11% and 6%, respectively. With the implementation of the
VAT Program from 1 June 2014, the Group is not required to pay the business tax of 3% on the telecommunications services.
5
PERSONNEL
Salaries, wages and other benefits
Retirement costs: contributions to defined contribution retirement plans
2014
Million
31,740
5,090
2013
Million
30,066
4,310
36,830
34,376
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
090
091
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
6
OTHER OPERATING EXPENSES
Maintenance
Impairment loss of doubtful accounts
Impairment loss of goodwill (note 17)
Write-down of inventories
Amortization of other intangible assets
Operating lease charges
– land and buildings
– others
Gain on disposal of property, plant and equipment
Write-off of property, plant and equipment
Auditors’ remuneration
– audit services
– tax services
– other services
Others
Note
(i)
(ii)
(iii)
2014
Million
52,450
5,494
1,594
293
106
12,471
4,755
–
2,093
91
–
6
2013
Million
46,059
5,084
–
202
78
10,784
3,808
(3)
2,074
85
1
6
96,989
89,353
176,342
157,531
Note:
(i)
(ii)
(iii)
Other operating lease charges represent the operating lease charges for motor vehicles, computer and other office equipment.
Audit services include reporting on the Group’s internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of the United States of America of
RMB20,000,000 (2013: RMB18,000,000).
Others consist of office expenses, utilities charges, travelling expenses, entertainment expenses, spectrum charges, consultancy and professional fees, consumables and
supplies, labour service expenses and other miscellaneous expenses.
7
NON-OPERATING INCOME, NET
Penalty income
Dividend income from unlisted securities
Others
8
FINANCE COSTS
Interest on bank loans and other borrowings repayable within five years
Interest on bonds
2014
Million
507
–
582
1,089
2014
Million
–
228
228
2013
Million
405
34
471
910
2013
Million
104
227
331
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
9
DIRECTORS’ REMUNERATION
Directors’ remuneration during the year is as follows:
(Expressed in Hong Kong dollar)
Executive directors
XI Guohua
LI Yue (Chief Executive Officer)
XUE Taohai
HUANG Wenlin*
SHA Yuejia
LIU Aili
Independent non-executive directors
LO Ka Shui
WONG Kwong Shing, Frank
CHENG Mo Chi, Moses
CHOW Man Yiu, Paul
(Expressed in Hong Kong dollar)
Executive directors
XI Guohua
LI Yue (Chief Executive Officer)
XUE Taohai
HUANG Wenlin
SHA Yuejia
LIU Aili
Independent non-executive directors
LO Ka Shui
WONG Kwong Shing, Frank
CHENG Mo Chi, Moses
CHOW Man Yiu, Paul**
Salaries,
allowances
and benefits
in kind
’000
Directors’
fees
’000
Performance
related
bonuses
’000
Retirement
scheme
contributions
’000
180
180
180
180
180
180
325
470
440
330
1,174
1,067
960
960
960
960
–
–
–
–
565
513
462
462
462
462
–
–
–
–
256
234
210
210
210
210
–
–
–
–
2014
Total
’000
2,175
1,994
1,812
1,812
1,812
1,812
325
470
440
330
2,645
6,081
2,926
1,330
12,982
Salaries,
allowances
and benefits
in kind
’000
Directors’
fees
’000
Performance
related
bonuses
’000
Retirement
scheme
contributions
’000
180
180
180
180
180
180
399
458
440
194
1,174
1,067
960
960
960
960
–
–
–
–
634
577
520
520
520
520
–
–
–
–
287
263
237
237
236
236
–
–
–
–
2013
Total
’000
2,275
2,087
1,897
1,897
1,896
1,896
399
458
440
194
2,571
6,081
3,291
1,496
13,439
*
**
Madam HUANG Wenlin resigned from the position as executive director of the Company with effect from 19 March 2015.
Mr. Paul CHOW Man Yiu has been appointed as an independent non-executive director of the Company with effect from 30 May 2013.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
092
093
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
10
INDIVIDUALS WITH HIGHEST EMOLUMENTS
For the years ended 31 December 2014 and 2013, all of the five individuals with the highest emoluments are directors whose emoluments
are disclosed in note 9.
11 TAXATION
(a) Taxation in the consolidated statement of comprehensive income represents:
Current tax
Provision for Hong Kong profits tax
on the estimated assessable profits for the year
Provision for the PRC enterprise income tax
on the estimated taxable profits for the year
Deferred tax
Origination and reversal of temporary differences (note 20)
Note
2014
Million
2013
Million
(i)
(ii)
(iii)
106
167
36,193
40,412
36,299
40,579
(3,112)
(3,803)
33,187
36,776
Note:
(i)
(ii)
(iii)
(iv)
The provision for Hong Kong profits tax is calculated at 16.5% (2013: 16.5%) of the estimated assessable profits for the year ended 31 December 2014.
The provision for the PRC enterprise income tax is based on the statutory tax rate of 25% (2013: 25%) on the estimated taxable profits determined in accordance with
the relevant income tax rules and regulations of the PRC for the year ended 31 December 2014. Certain subsidiaries of the Company enjoy the preferential tax rate of
15% (2013: 15%).
Deferred taxes of the Group are recognized based on tax rates that are expected to apply to the periods when the temporary differences are realized or settled.
On 22 April 2009, SAT issued the “Notice regarding Matters on Determination of Tax Residence Status of Chinese-controlled Offshore Incorporated Enterprises
under Rules of Effective Management” (“2009 Notice”). The Company is qualified as a PRC offshore-registered resident enterprise for purposes of the 2009 Notice.
In accordance with the 2009 Notice and the PRC enterprise income tax law, the dividend income of the Company from its subsidiaries in the PRC is exempted from
PRC enterprise income tax.
(b) Reconciliation between income tax expense and accounting profit at applicable tax rates:
Profit before taxation
Notional tax on profit before tax, calculated
at the PRC’s statutory tax rate of 25% (Note)
Tax effect of non-taxable items
– Share of profit of associates
– Interest income
Tax effect of non-deductible expenses on the PRC operations
Tax effect of non-deductible expenses on Hong Kong operations
Rate differential of certain PRC operations (note 11(a)(ii))
Rate differential on Hong Kong operations
Tax credit on purchase of domestic telecommunications equipment
Tax effect of goodwill impairment loss
Others
2014
Million
2013
Million
142,592
158,579
35,648
39,645
(2,062)
(26)
693
46
(1,329)
(107)
–
398
(74)
(1,766)
(31)
548
54
(1,243)
(95)
(9)
–
(327)
Taxation
33,187
36,776
Note: The PRC’s statutory tax rate is adopted as the majority of the Group’s operations are subject to this rate.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
12 PROFIT ATTRIBUTABLE TO EQUITY SHAREHOLDERS OF THE COMPANY
For the year ended 31 December 2014, profit attributable to equity shareholders of the Company included a profit of RMB50,328,000,000
(2013: RMB67,682,000,000), which has been dealt with in the financial statements of the Company. As at 31 December 2014 and 2013, the
amounts of distributable reserves of the Company are set out in note 35(a).
13 EARNINGS PER SHARE
(a) Basic earnings per share
The calculation of basic earnings per share for the year is based on the profit attributable to equity shareholders of the Company
of RMB109,279,000,000 (2013: RMB121,692,000,000) and the weighted average number of 20,293,253,516 shares (2013:
20,101,232,387 shares) in issue during the year, calculated as follows:
Weighted average number of shares
Issued shares as at 1 January
Effect of share options exercised
2014
Number
of shares
2013
Number
of shares
20,102,539,665
20,100,340,600
190,713,851
891,787
Weighted average number of shares in issue during the year
20,293,253,516
20,101,232,387
(b) Diluted earnings per share
The calculation of diluted earnings per share for the year is based on the profit attributable to equity shareholders of the Company
of RMB109,279,000,000 (2013: RMB121,692,000,000) and the weighted average number of 20,408,441,343 shares (2013:
20,343,120,320 shares), calculated as follows:
Weighted average number of shares (diluted)
Weighted average number of shares in issue during the year
Dilutive equivalent shares arising from share options
2014
Number
of shares
2013
Number
of shares
20,293,253,516
20,101,232,387
115,187,827
241,887,933
Weighted average number of shares (diluted) during the year
20,408,441,343
20,343,120,320
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
094
095
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
14 PROPERTY, PLANT AND EQUIPMENT
(a) The Group
Telecommunications
transceivers,
switching centers,
transmission and
other network
equipment
Million
Office equipment,
furniture,
fixtures
and others
Million
831,329
1,300
133,168
(125)
(37,962)
(76)
18,683
805
2,976
(80)
(3,033)
(17)
Buildings
Million
109,208
1,371
15,977
–
(344)
(7)
Total
Million
959,220
3,476
152,121
(205)
(41,339)
(100)
Cost:
As at 1 January 2013
Additions
Transferred from construction in progress
Disposals
Assets written-off
Exchange differences
As at 31 December 2013
126,205
927,634
19,334
1,073,173
As at 1 January 2014
Additions
Transferred from construction in progress
Disposals
Assets written-off
Exchange differences
126,205
176
13,881
–
(417)
6
927,634
792
186,401
(7)
(40,237)
10
19,334
822
1,841
(10)
(1,376)
–
1,073,173
1,790
202,123
(17)
(42,030)
16
As at 31 December 2014
139,851
1,074,593
20,611
1,235,055
Accumulated depreciation:
As at 1 January 2013
Charge for the year
Written back on disposals
Assets written-off
Exchange differences
As at 31 December 2013
As at 1 January 2014
Charge for the year
Written back on disposals
Assets written-off
Exchange differences
As at 31 December 2014
Net book value:
As at 31 December 2014
As at 31 December 2013
27,456
6,166
–
(291)
(6)
33,325
33,325
5,849
–
(381)
3
38,796
101,055
92,880
489,574
95,567
(120)
(36,272)
(59)
11,681
3,003
(44)
(2,702)
(7)
528,711
104,736
(164)
(39,265)
(72)
548,690
11,931
593,946
548,690
107,878
(7)
(38,291)
5
11,931
2,532
(9)
(1,265)
–
593,946
116,259
(16)
(39,937)
8
618,275
13,189
670,260
456,318
378,944
7,422
7,403
564,795
479,227
Write-off of property, plant and equipment mainly represents the retirement of individual network asset due to obsolescence or
damages. Such assets have been disconnected from existing network, abandoned or demolished. Total net book value of such assets
written off was RMB2,093,000,000 in 2014 (2013: RMB2,074,000,000). These assets were disposed at scrap value.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
14 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
(b) The Company
Cost:
As at 1 January 2013 and 2014, 31 December 2013 and 2014
Accumulated depreciation:
As at 1 January 2013
Charge for the year
As at 31 December 2013
As at 1 January 2014
Charge for the year
As at 31 December 2014
Net book value:
As at 31 December 2013 and 2014
15 CONSTRUCTION IN PROGRESS
As at 1 January
Additions
Transferred to property, plant and equipment
As at 31 December
Office
equipment,
furniture,
fixtures and
others
Million
17
15
1
16
16
–
16
1
The Group
2014
Million
85,000
210,464
2013
Million
55,507
181,614
(202,123)
(152,121)
93,341
85,000
Construction in progress primarily comprises expenditure incurred on the network expansion projects not yet completed as at 31 December
2014.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
096
097
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
16 LAND LEASE PREPAYMENTS AND OTHER PREPAYMENTS
The Group's land lease prepayments represent prepaid operating lease payments for land use rights in Mainland China and majority of the
land lease prepayments are medium-term lease with remaining lease term less than 50 years but not less than 10 years as at balance sheet
dates.
For the year ended 31 December 2014, the land lease prepayments expensed in the profit or loss amounted to approximately
RMB406,000,000 (2013: approximately RMB385,000,000).
17 GOODWILL
Cost and carrying amount:
As at 1 January
Impairment
As at 31 December
The Group
2014
Million
36,894
(1,594)
2013
Million
36,894
–
35,300
36,894
Impairment tests for goodwill
As set out in IAS/HKAS 36 “Impairment of Assets”, a cash-generating unit is the smallest identifiable group of assets that generate cash
inflows from continuing use that are largely independent of the cash flows from other assets or groups of assets. For the purpose of
impairment tests of goodwill, goodwill is allocated to groups of cash-generating units (being subsidiaries acquired in each acquisition). Such
groups of cash-generating units represent the lowest level within the Group for which the goodwill is monitored for internal management
purposes.
Among the goodwill as at 31 December 2014, RMB35,300,000,000 (2013: RMB35,300,000,000) and RMB nil (2013: RMB1,594,000,000)
are attributable to the groups of cash-generating units in relation to the operations in Mainland China and Hong Kong respectively, which
management currently monitors. The recoverable amounts of these groups of cash-generating units are determined based on the greater
of its fair value less costs of disposal and value-in-use. Value-in-use is calculated by using the discounted cash flow method. This method
considers the pre-tax cash flows of the subsidiaries (cash-generating units) for the five years ending 31 December 2019 with subsequent
transition to perpetuity. For the five years ending 31 December 2019, the average growth rates are assumed 1.5% and 2.4% for the
operations in Mainland China and Hong Kong, respectively. For the years beyond 31 December 2019, the assumed continual growth rates
to perpetuity of 1% and 0.5% are used for the operations in Mainland China and Hong Kong, respectively. The present value of cash flows
are calculated by discounting the cash flow using pre-tax interest rates of approximately 12% and 13% for the operations in Mainland China
and Hong Kong, respectively. The management performed impairment test for the goodwill in relation to the operation in Mainland China
and determined such goodwill was not impaired. Reasonably possible changes in key assumptions will not lead to the goodwill impairment
loss. For the operations in Hong Kong, with the development of the 4th generation mobile communication technology (“4G”) business in
Hong Kong during the year ended 31 December 2014, the competition in Hong Kong telecommunication market has become increasingly
fierce. The management anticipates more pressure on the operating performance in future considering the necessity of investment in
capital expenditure and increased marketing expenses to sustain the development of business. Based on the impairment test result, the
management has made a provision for impairment loss of goodwill amounting to RMB1,594,000,000 in relation to the operation in Hong
Kong as at 31 December 2014.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
18
INVESTMENTS IN SUBSIDIARIES AND AMOUNTS DUE FROM/TO SUBSIDIARIES
Unlisted equity, at cost
Equity share-based payment in subsidiaries
The Company
As at
31 December
2014
Million
As at
31 December
2013
Million
480,137
4,972
474,176
4,972
485,109
479,148
In accordance with IFRS/HKFRS 2 “Share-based Payment”, share-based payment transactions in which an entity receives services
from its employees as consideration for equity instruments of the entity are accounted for as equity-settled transactions (see note 2(w)
(ii)). The Company has recognized the grant of equity instruments to its subsidiaries’ employees amounting to RMB4,972,000,000 (2013:
RMB4,972,000,000) as capital contributions to its subsidiaries.
Amounts due from subsidiaries under current assets are unsecured, interest free, repayable on demand and arise in the ordinary course of
business. As at 31 December 2014, amount due to a subsidiary under non-current liabilities represented an amount due to China Mobile
Group Guangdong Co., Ltd. (“Guangdong Mobile”) in relation to the guaranteed bonds. The amount is unsecured and will be settled on 28
October 2017 (see note 33).
The following list contains only the particulars of subsidiaries which principally affected the results, assets or liabilities of the Group. The class
of shares held is ordinary unless otherwise stated.
Name of company*
Place of incorporation/
establishment
and operation
Particulars of
issued and
paid up capital
Proportion of ownership interest
Held by
the Company
Held by
a subsidiary
Principal activity
China Mobile Communication
British Virgin Islands
HK$1
100%
–
Investment holding company
(BVI) Limited
(“BVI”)
China Mobile Communication
PRC
RMB1,641,848,326
Co., Ltd. (“CMC”) **
Guangdong Mobile
PRC
RMB5,594,840,700
China Mobile Group Zhejiang
PRC
RMB2,117,790,000
Co., Ltd.
China Mobile Group Jiangsu
PRC
RMB2,800,000,000
Co., Ltd
China Mobile Group Fujian
PRC
RMB5,247,480,000
Co., Ltd.
China Mobile Group Henan
PRC
RMB4,367,733,641
Co., Ltd.
–
–
–
–
–
–
100% Network and business
coordination center
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
098
099
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
18
INVESTMENTS IN SUBSIDIARIES AND AMOUNTS DUE FROM/TO SUBSIDIARIES (CONTINUED)
Name of company*
Place of incorporation/
establishment
and operation
Particulars of
issued and
paid up capital
Proportion of ownership interest
Held by
the Company
Held by
a subsidiary
Principal activity
China Mobile Group Hainan
PRC
RMB643,000,000
Co., Ltd.
China Mobile Group Beijing
Co., Ltd. (“Beijing Mobile”)
PRC
RMB6,124,696,053
China Mobile Group Shanghai
PRC
RMB6,038,667,706
Co., Ltd.
China Mobile Group Tianjin
PRC
RMB2,151,035,483
Co., Ltd.
China Mobile Group Hebei
PRC
RMB4,314,668,600
Co., Ltd.
China Mobile Group Liaoning
PRC
RMB5,140,126,680
Co., Ltd.
China Mobile Group Shandong
PRC
RMB6,341,851,146
Co., Ltd.
China Mobile Group Guangxi
PRC
RMB2,340,750,100
Co., Ltd.
China Mobile Group Anhui
PRC
RMB4,099,495,494
Co., Ltd.
China Mobile Group Jiangxi
PRC
RMB2,932,824,234
Co., Ltd.
China Mobile Group Chongqing
PRC
RMB3,029,645,401
Co., Ltd.
China Mobile Group Sichuan
PRC
RMB7,483,625,572
Co., Ltd.
China Mobile Group Hubei
PRC
RMB3,961,279,556
Co., Ltd.
China Mobile Group Hunan
PRC
RMB4,015,668,593
Co., Ltd.
–
–
–
–
–
–
–
–
–
–
–
–
–
–
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
18
INVESTMENTS IN SUBSIDIARIES AND AMOUNTS DUE FROM/TO SUBSIDIARIES (CONTINUED)
Name of company*
Place of incorporation/
establishment
and operation
Particulars of
issued and
paid up capital
Proportion of ownership interest
Held by
the Company
Held by
a subsidiary
Principal activity
China Mobile Group Shaanxi
PRC
RMB3,171,267,431
Co., Ltd.
China Mobile Group Shanxi
PRC
RMB2,773,448,313
Co., Ltd.
China Mobile Group Neimenggu
PRC
RMB2,862,621,870
Co., Ltd.
China Mobile Group Jilin
PRC
RMB3,277,579,314
Co., Ltd.
China Mobile Group Heilongjiang
PRC
RMB4,500,508,035
Co., Ltd.
China Mobile Group Guizhou
PRC
RMB2,541,981,749
Co., Ltd.
China Mobile Group Yunnan
PRC
RMB4,137,130,733
Co., Ltd.
China Mobile Group Xizang
PRC
RMB848,643,686
Co., Ltd.
China Mobile Group Gansu
PRC
RMB1,702,599,589
Co., Ltd.
China Mobile Group Qinghai
PRC
RMB902,564,911
Co., Ltd.
China Mobile Group Ningxia
PRC
RMB740,447,232
Co., Ltd.
China Mobile Group Xinjiang
PRC
RMB2,581,599,600
Co., Ltd.
China Mobile Group Design Institute
PRC
RMB160,232,500
Co., Ltd.
–
–
–
–
–
–
–
–
–
–
–
–
–
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Mobile telecommunications
operator
100% Provision of
telecommunications
network planning design
and consulting services
China Mobile Holding Company
PRC
US$30,000,000
100%
–
Investment holding company
Limited **
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
100
101
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
18
INVESTMENTS IN SUBSIDIARIES AND AMOUNTS DUE FROM/TO SUBSIDIARIES (CONTINUED)
Name of company*
Place of incorporation/
establishment
and operation
Particulars of
issued and
paid up capital
Proportion of ownership interest
Held by
the Company
Held by
a subsidiary
Principal activity
China Mobile (Shenzhen) Limited **
PRC
US$7,633,000
–
100% Provision of roaming clearance
services
Aspire Holdings Limited
Cayman Islands
HK$93,964,583
66.41%
–
Investment holding company
Aspire (BVI) Limited #
BVI
US$1,000
Aspire Technologies (Shenzhen)
PRC
US$10,000,000
Limited **#
Aspire Information Network
(Shenzhen) Limited **#
PRC
US$5,000,000
Aspire Information Technologies
PRC
US$5,000,000
(Beijing) Limited **#
Fujian FUNO Mobile Communication
Technology Company Limited ***
PRC
US$3,800,000
–
–
–
–
–
100% Investment holding company
100% Technology platform
development and
maintenance
100% Provision of mobile data
solutions, system integration
and development
100% Technology platform
development and
maintenance
51% Network planning and
optimizing construction
testing and supervising,
technology support,
development and
training of Nokia
GSM900/1800 Mobile
Communication System
Advanced Roaming & Clearing
BVI
House Limited
US$2
100%
–
Provision of roaming clearance
services
Fit Best Limited
BVI
US$1
100%
–
Investment holding company
China Mobile Hong Kong Company
Hong Kong
HK$951,046,930
–
100% Provision of mobile
Limited (“CMHK”)
telecommunications and
related services
China Mobile International Holdings
Hong Kong
HK$10,500,000,000
100%
–
Investment holding company
Limited (“CMI Holdings”)
China Mobile International Limited
Hong Kong
HK$3,000,000,000
–
100% Provision of voice and roaming
clearance services, internet
services and value-added
services
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
18
INVESTMENTS IN SUBSIDIARIES AND AMOUNTS DUE FROM/TO SUBSIDIARIES (CONTINUED)
Name of company*
Place of incorporation/
establishment
and operation
Particulars of
issued and
paid up capital
Proportion of ownership interest
Held by
the Company
Held by
a subsidiary
Principal activity
China Mobile Group Device
PRC
RMB6,200,000,000
Co., Ltd.
China Mobile Group Finance
PRC
Co., Ltd. (“China Mobile Finance”) ##
RMB5,000,000,000
China Mobile M2M Company Limited
PRC
RMB500,000,000
China Mobile (Suzhou) Software
PRC
RMB600,000,000
Technology Co., Ltd.
China Mobile (Hangzhou) Information
PRC
RMB600,000,000
Technology Co., Ltd.
China Mobile Online Service
PRC
RMB50,000,000
Co., Ltd.
*
**
The nature of all the legal entities established in the PRC is limited liability company.
Companies registered as wholly-foreign owned enterprises in the PRC.
***
Company registered as a sino-foreign equity joint venture in the PRC.
–
–
–
–
–
–
99.97% Provision of electronic
communication products
design and sale of related
products
92% Provision of non-banking
financial services
100% Provision of network services
100% Provision of computer hardware
and software research and
development services
100% Provision of computer hardware
and software research and
development services
100% Provision of call center service
#
##
Effective interest held by the Group is 66.41%.
China Mobile Finance was established by CMCC and Beijing Mobile, a wholly-owned subsidiary of the Company, with equity interest of 8% and 92%, respectively.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
102
103
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
19
INTEREST IN ASSOCIATES
Share of net assets of associates
– Unlisted company
– Listed company
Details of the associates are as follows:
Name of associate
Unlisted company
The Group
As at
31 December
2014
Million
As at
31 December
2013
Million
3,954
66,490
–
53,940
70,444
53,940
Principal activity
Provision of
telecommunications
services
Place of incorporation/
establishment
and operation
Proportion of ownership
interest held by
a subsidiary
China Motion United Telecom Limited
Hong Kong
30%
Shenzhen China Motion Telecom United Limited
China Tower Corporation Limited (“Tower Company”)
Listed company
Shanghai Pudong Development Bank Co., Ltd. (“SPD Bank”)
IFLYTEK Co., Ltd. (“IFLYTEK”, renamed on 16 April 2014,
formerly known as “Anhui USTC iFLYTEK Co., Ltd.”)
True Corporation Public Company Limited
(“True Corporation”)
PRC
PRC
PRC
PRC
30%
Provision of
telecommunications services
40%
20%
Constructions,
maintenance and
operation of
communications towers
Provision of
banking services
15% Provision of Chinese speech
and language technology
products and services
Thailand
18%
Provision of
telecommunications
services
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
19
INTEREST IN ASSOCIATES (CONTINUED)
Except that IFLYTEK and Tower Company are owned by CMC and True Corporation is owned by CMI Holdings, all the other interest in
associates are owned by Guangdong Mobile.
During 2014, CMI Holdings, a wholly-owned subsidiary of the Company subscribed for 4,429,427,068 ordinary shares of True Corporation (a
fully-integrated, nationwide telecommunications service provider in Thailand) at the price of Baht6.45 per share with a total consideration of
Baht28.57 billion (equivalent approximately RMB5.51 billion). Upon the completion of the subscription, CMI Holdings owns 18% of the share
capital and has become the second largest shareholder of True Corporation and two designees nominated by CMI Holdings have been
appointed as directors of True Corporation. Accordingly, the Group recognized the investment as interest in an associate considering the
Group can exercise significant influence over financial and operating policy decisions of True Corporation.
Also in 2014, CMC, a wholly-owned subsidiary of the Company, entered into an agreement with China United Network Communications
Corporation Limited and China Telecom Corporation Limited to establish Tower Company. Pursuant to the agreement, CMC contributed
RMB4 billion in cash, which represents 40.0% of the registered capital of Tower Company. Upon the completion of the subscription, the
Group has appointed three directors for Tower Company. Accordingly, the Group recognized the investment as interest in an associate
considering the Group can exercise significant influence over financial and operating policy decisions of Tower Company. For the year ended
31 December 2014, Tower Company has not carried out substantial operation, and the total assets and equity were approximately equal to
the registered capital as at 31 December 2014.
The carrying amounts of Group’s share of net assets of China Motion United Telecom Limited and Shenzhen China Motion Telecom United
Limited were nil. These two entities were in a net liability position based on their latest management accounts as at 31 December 2014 and
2013.
Summary financial information on principal associates:
Total assets
Total liabilities
Total equity
Total equity attributable to ordinary shareholders
Percentage of ownership of the Group
Total equity attributable to the Group
The impact of fair value adjustments at the time of acquisition and goodwill
Interest in associates
SPD Bank
As at
31 December
2014
Million
As at
31 December
2013
Million
4,195,924
3,932,639
263,285
3,680,125
3,472,898
207,227
245,209
20%
204,375
20%
49,042
10,512
40,875
11,673
59,554
52,548
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
104
105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
19
INTEREST IN ASSOCIATES (CONTINUED)
Summary financial information on principal associates (Continued):
Total current assets
Total non-current assets
Total current liabilities
Total non-current liabilities
Total equity
Total equity attributable to equity shareholders
Percentage of ownership of the Group
Total equity attributable to the Group
The impact of fair value adjustments at the time of acquisition and goodwill
IFLYTEK
As at
31 December
2014
Million
As at
31 December
2013
Million
True
Corporation
As at
31 December
2014
Million
2,565
2,605
1,076
193
3,901
3,707
15%
556
876
2,682
1,646
714
152
3,462
3,311
15%
497
895
16,487
27,428
22,026
8,608
13,281
13,170
18%
2,371
3,133
Interest in associates
1,432
1,392
5,504
Revenue
Profit before taxation
Profit for the year
Other comprehensive income/(loss)
Total comprehensive income
Dividends received from associates
SPD Bank
2014
Million
2013
Million
123,181
100,015
62,030
47,026
6,119
53,145
2,462
53,849
40,922
(3,835)
37,087
2,052
IFLYTEK
2014
Million
1,775
434
379
–
379
14
True
Corporation
2014
Million
20,447
(129)
267
–
267
–
2013
Million
1,254
321
279
–
279
10
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
19
INTEREST IN ASSOCIATES (CONTINUED)
The fair values of the interests in SPD Bank, IFLYTEK and True Corporation are disclosed as follows:
SPD Bank
IFLYTEK
True Corporation
As at 31 December 2014
As at 31 December 2013
Carrying
amount
Million
59,554
1,432
5,504
Fair value
Million
58,535
3,184
9,205
Carrying
amount
Million
52,548
1,392
–
Fair value
Million
35,180
3,363
–
Interest in listed associates
66,490
70,924
53,940
38,543
The fair values of interest in SPD Bank, IFLYTEK and True Corporation are based on quoted market prices (level 1: quoted price (unadjusted)
in active markets) at the balance sheet date without any deduction for transaction costs. As at 31 December 2014, the Group's interest
in associates is principally the equity investment in SPD Bank and the fair value of investment in SPD Bank was RMB58.54 billion (2013:
RMB35.18 billion), below its carrying amount by approximately 1.7% (2013: approximately 33.1%).
The Group assesses at the end of each reporting period whether there is objective evidence that interest in associates are impaired and
particularly, whether there was impairment indication existed on interest in SPD Bank. The recoverable amount of the interest in SPD Bank is
determined by value-in-use. The calculation used pre-tax cash flow projections for the five years ending 31 December 2019 with subsequent
extrapolation to perpetuity. The discount rate used was based on a cost of capital used to evaluate investments in mainland China.
Management judgement is required in estimating the future cash flows of SPD Bank which are sensitive to the cash flows projected. The key
assumptions are determined with reference to external sources of information. Based on management's assessment results, there was no
impairment as at 31 December 2014 and 2013. Changes in the key assumptions could have a significant impact of the recoverable amount
of the interest in SPD Bank and could result in impairment charge in future periods.
The management has determined that there was no impairment indicator of the Group’s interests in other associates as at 31 December
2014 and 2013.
20 DEFERRED TAX ASSETS AND LIABILITIES
The analysis of deferred tax assets and liabilities are as follows:
Deferred tax assets:
– Deferred tax asset to be recovered after 12 months
– Deferred tax asset to be recovered within 12 months
Deferred tax liabilities:
– Deferred tax liabilities to be settled after 12 months
– Deferred tax liabilities to be settled within 12 months
The Group
As at
31 December
2014
Million
As at
31 December
2013
Million
4,639
15,868
4,453
12,948
20,507
17,401
(80)
(18)
(98)
(90)
(14)
(104)
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
106
107
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
20 DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED)
Deferred tax assets and liabilities recognized and the movements during 2014
Deferred tax assets arising from:
Write-down for obsolete inventories
Write-off of certain network equipment and related assets
Provision for certain operating expenses
Deferred revenue from Reward Program
Impairment loss for doubtful accounts
As at
1 January
2014
Million
Credited to
profit or loss
Million
As at
31 December
2014
Million
132
2,138
9,182
4,500
1,449
56
342
1,457
1,121
130
188
2,480
10,639
5,621
1,579
17,401
3,106
20,507
Deferred tax liabilities arising from:
Depreciation allowance in excess of related depreciation
(104)
6
(98)
Total
17,297
3,112
20,409
Deferred tax assets and liabilities recognized and the movements during 2013
As at
1 January
2013
Million
Credited/
(charged) to
profit or loss
Million
Exchange
differences
Million
As at
31 December
2013
Million
Deferred tax assets arising from:
Write-down for obsolete inventories
Write-off of certain network equipment and related assets
Provision for certain operating expenses
Deferred revenue from Reward Program
Impairment loss for doubtful accounts
97
1,635
7,084
3,420
1,308
35
503
2,098
1,080
141
13,544
3,857
Deferred tax liabilities arising from:
Depreciation allowance in excess of related depreciation
(51)
(54)
Total
13,493
3,803
–
–
–
–
–
–
1
1
132
2,138
9,182
4,500
1,449
17,401
(104)
17,297
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
21 RESTRICTED BANK DEPOSITS
Restricted bank deposits
– Statutory deposit reserves
– Pledged bank deposits
As at 31 December 2014
The Group
Non-current
assets
Million
Current
assets
Million
8,666
65
–
695
Note
(i)
(ii)
Total
Million
8,666
760
As at 31 December 2013
Non-current
assets
Million
Total
Million
6,659
157
6,659
157
8,731
695
9,426
6,816
6,816
Note:
(i)
(ii)
The statutory deposit reserves are deposited by China Mobile Finance with the People’s Bank of China (“PBOC”) as required, which are not available for use in the Group’s
daily operations.
Non-current pledged bank deposits are primarily related to the performance bonds issued by banks in favor of the Office of the Communications Authority (formerly “the
Office of the Telecommunications Authority”) of Hong Kong, in order to secure CMHK’s due performance of network and service rollout requirement in or before 2017 and
2018, respectively.
Current pledged bank deposits represent standby letters of credit in favor of the Office of the Communications Authority of Hong Kong for CMHK fulfilling the deposit
requirement for the public auction of spectrum with original maturity within one year.
22 OTHER FINANCIAL ASSETS
Investment in unlisted equity securities in the PRC
23
INVENTORIES
SIM cards and handsets
Other consumables
The Group
As at
31 December
2014
Million
As at
31 December
2013
Million
127
127
The Group
As at
31 December
2014
Million
As at
31 December
2013
Million
8,194
936
6,632
2,520
9,130
9,152
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
108
109
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
24 ACCOUNTS RECEIVABLE
(a) Aging analysis
Aging analysis of accounts receivable, net of allowance for impairment loss of doubtful accounts is as follows:
Within 30 days
31–60 days
61–90 days
Over 90 days
The Group
As at
31 December
2014
Million
As at
31 December
2013
Million
9,963
2,184
1,161
3,032
8,316
2,137
1,149
2,305
16,340
13,907
Accounts receivable primarily comprise receivables from customers and telecommunications operators. Accounts receivable
from the provision of telecommunications services to customers are mainly 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
telecommunications services can be provided. The increase of accounts receivable over 90 days is mainly due to receivables arising
from other telecommunications operators and certain corporate customers that are within credit term.
Accounts receivable are expected to be recovered within one year.
(b)
Impairment of accounts receivable
Impairment loss in respect of accounts receivable is recorded using an allowance account unless the Group is satisfied that recovery of
the amount is remote, in which case the impairment loss is written off against accounts receivable directly.
The following table summarizes the changes in impairment loss of doubtful accounts:
As at 1 January
Impairment loss recognized
Accounts receivable written off
As at 31 December
The Group
2014
Million
5,984
5,630
(5,134)
2013
Million
5,274
5,174
(4,464)
6,480
5,984
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
24 ACCOUNTS RECEIVABLE (CONTINUED)
(c) Accounts receivable that are not impaired
Accounts receivable that are neither individually nor collectively considered to be impaired are as follows:
Neither past due nor impaired
Less than 1 month past due
The Group
As at
31 December
2014
Million
As at
31 December
2013
Million
15,668
672
13,202
705
16,340
13,907
Receivables that were neither past due nor impaired relate to a wide range of customers for which there was no recent history of
default.
Receivables that were past due but not impaired relate to a number of independent customers that have a good track record with the
Group. Based on past experience, management believes that no impairment allowance is necessary in respect of these balances as
there has not been a significant change in credit quality and the balances are still considered fully recoverable. The Group does not
hold any collateral over these balances.
25 OTHER RECEIVABLES, PREPAYMENTS AND OTHER CURRENT ASSETS
Other receivables primarily comprise interest receivable from banks, utilities deposits and rental deposits, which are expected to be recovered
within one year.
Prepayments and other current assets primarily consist of rental prepayments.
As at 31 December 2014 and 2013, there were no significant overdue amounts for other receivables.
26 AMOUNTS DUE FROM/TO ULTIMATE HOLDING COMPANY
Amount due from ultimate holding company is unsecured, interest free, repayable on demand and arising in the ordinary course of business.
As at 31 December 2014, amount due to ultimate holding company primarily comprises the short-term deposits of CMCC in China Mobile
Finance and the interest payable arising from the deposits. The deposits are unsecured and carry interest at prevailing market rate.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
110
111
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
27 AVAILABLE-FOR-SALE FINANCIAL ASSETS
Wealth management products issued by banks
The Group
As at
31 December
2014
Million
As at
31 December
2013
Million
2,000
–
Note
(i)
Note:
(i)
The available-for-sale financial assets represent wealth management products issued by banks which retain the possible loss of the principal amount invested. These wealth
management products will mature within one year with variable return rates indexed to the performance of underlying assets. As at 31 December 2014, the carrying amount
approximated the fair value (level 3: inputs for the assets or liability that are not based on observable market data (that is, unobservable inputs)). The fair values are based on
cash flow discounted using the judgement that expected return will be obtained upon maturity.
28 BANK DEPOSITS
Bank deposits represent term deposits with banks with original maturity exceeding three months. The applicable interest rate is determined
in accordance with the benchmark interest rate published by PBOC.
29 CASH AND CASH EQUIVALENTS
The Group
As at
31 December
2014
Million
As at
31 December
2013
Million
The Company
As at
31 December
2014
Million
As at
31 December
2013
Million
Bank deposits with original maturity within three months
Cash at banks and in hand
27,421
39,323
7,798
37,133
2,585
445
1,228
67
30 ACCOUNTS PAYABLE
Accounts payable primarily include payables for network expansion projects expenditure, maintenance and interconnection expenses.
The aging analysis of accounts payable is as follows:
66,744
44,931
3,030
1,295
Due within 1 month or on demand
Due after 1 month but within 3 months
Due after 3 months but within 6 months
Due after 6 months but within 9 months
Due after 9 months but within 12 months
All of the accounts payable are expected to be settled within one year or are repayable on demand.
The Group
As at
31 December
2014
Million
As at
31 December
2013
Million
193,595
13,465
6,095
3,363
6,985
140,397
13,449
6,492
5,294
7,525
223,503
173,157
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
31 DEFERRED REVENUE
Deferred revenue primarily includes prepaid service fees received from customers and unredeemed point rewards.
As at 1 January
– Current portion
– Non-current portion
Additions during the year
Recognized in the consolidated statement of comprehensive income
As at 31 December
Less: Current portion
Non-current portion
32 ACCRUED EXPENSES AND OTHER PAYABLES
Receipts-in-advance
Other payables
Accrued salaries, wages and benefits
Accrued expense
The Group
2014
Million
62,451
61,789
662
233,944
(232,940)
2013
Million
58,322
57,988
334
256,882
(252,753)
63,455
(62,615)
62,451
(61,789)
840
662
The Group
As at
31 December
2014
Million
As at
31 December
2013
Million
65,000
16,998
5,372
47,355
68,411
14,285
5,649
37,466
134,725
125,811
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
112
113
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
33
INTEREST-BEARING BORROWINGS
Bonds
The Group
As at
31 December
2014
Million
As at
31 December
2013
Million
4,992
4,989
As at 31 December 2014, the bonds represent the balance of fifteen-year guaranteed bonds issued by Guangdong Mobile, a subsidiary
of the Company, with a principal amount of RMB5,000,000,000, at an issue price equal to the face value of the bonds. The bonds are
unsecured and bear interest at the rate of 4.5% per annum which is payable annually. The bonds, redeemable at 100% of the principal
amount, will mature on 28 October 2017.
The Company has issued a joint and irrevocable guarantee (the “Guarantee”) for the performance of the bonds. 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.
34 EQUITY SETTLED SHARE-BASED TRANSACTIONS
Pursuant to a resolution passed at the Annual General Meeting held on 24 June 2002, the current share option scheme (the “Current
Scheme”) was adopted.
Under the Current Scheme, the directors of the Company may, at their discretion, invite employees, including executive directors and
non-executive directors of the Company, any of its holding companies and any of their respective subsidiaries and any entity in which the
Company or any of its subsidiaries holds an equity interest, to receive options to subscribe for shares of the Company. The consideration
payable for the grant of option under the Current Scheme is HK$1.00.
The maximum aggregate number of shares which can be subscribed for pursuant to options that are or may be granted under the above
scheme equals to 10% of the total issued share capital of the Company as at the date of adoption of the Current Scheme. Options lapsed or
cancelled in accordance with the terms of the Current Scheme will not be counted for the purpose of calculating this 10% limit.
The HKEx requires the exercise price of options to be at least the higher of the nominal value of a share (no longer existed after 3 March
2014, see note 35(c)(ii)), the closing price of the shares on the HKEx on the date on which the option was granted and the average closing
price of the shares on the HKEx for the five trading days immediately preceding the date on which the option was granted.
For options granted under the Current Scheme, the exercise price of options shall be determined by the directors of the Company at their
discretion provided that such price may not be set below a minimum price which is the highest of:
(i)
the nominal value of a share (no longer exists after 3 March 2014, see note 35(c)(ii));
(ii)
the closing price of the shares on the HKEx on the date on which the option was granted; and
(iii)
the average closing price of the shares on the HKEx for the five trading days immediately preceding the date on which the option was
granted.
Under the Current Scheme, the term of the option is determined by the directors at their discretion, provided that all options shall be
exercised within 10 years after the date on which the option is granted.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
34 EQUITY SETTLED SHARE-BASED TRANSACTIONS (CONTINUED)
(a) The terms and conditions of the grants that existed as at the end of the years are as follows, whereby all
options are settled by physical delivery of shares:
Options granted to directors
– on 28 October 2004
Number of instruments
2014
2013
Vesting conditions
Contractual life
of options
–
473,175
40% one year from the date of grant,
30% two years from the date of grant,
30% three years from the date of grant
10 years
– on 8 November 2005
2,881,500
2,881,500
40% one year from the date of grant,
30% two years from the date of grant,
30% three years from the date of grant
10 years
Options granted to other employees
– on 28 October 2004
– on 21 December 2004
–
–
113,418,420
40% one year from the date of grant,
30% two years from the date of grant,
30% three years from the date of grant
10 years
475,000
40% one year from the date of grant,
30% two years from the date of grant,
30% three years from the date of grant
10 years
– on 8 November 2005
43,351,922
268,025,464
40% one year from the date of grant,
30% two years from the date of grant,
30% three years from the date of grant
10 years
Total share options
46,233,422
385,273,559
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
114
115
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
34 EQUITY SETTLED SHARE-BASED TRANSACTIONS (CONTINUED)
(b) The number and weighted average exercise prices of share options are as follows:
The Group
2014
2013
Weighted
average
exercise price
HK$
Number of
shares
involved
in the options
Weighted
average
exercise price
HK$
Number of
shares involved
in the options
31.28
30.86
23.33
–
385,273,559
(335,886,849)
(3,153,288)
–
31.24
24.55
–
30.39
387,811,349
(2,199,065)
–
(338,725)
As at 1 January
Exercised
Expired
Forfeited
As at 31 December
34.87
46,233,422
31.28
385,273,559
Option vested as at 31 December
34.87
46,233,422
31.28
385,273,559
The weighted average share price at the date of exercise for shares options exercised during the year was HK$79.40 (2013:
HK$84.73).
The options outstanding as at 31 December 2014 had exercise price HK$34.87 (2013: HK$22.75 to HK$34.87) and a weighted
average remaining contractual life of 0.9 year (2013: 1.5 years).
The fair value of services received in return for share options granted are measured by reference to the fair value of share options
granted. The estimate of the fair value of the share options granted is measured based on a binomial lattice model. The contractual
life of the option is used as an input into this model. Expectations of early exercise are incorporated into the binomial lattice model. No
share options were granted during 2014 and 2013.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
35 CAPITAL, RESERVES AND DIVIDENDS
(a) Movements in components of equity
The reconciliation between the opening and closing balances of each component of the Group’s consolidated equity is set out in the
consolidated statement of changes in equity. Details of the changes in the Company’s individual components of equity between the
beginning and the end of the year are set out below:
Share
capital
Million
Share
premium
Million
Capital
reserve
Million
General
reserve
Million
Exchange
reserve
Million
Retained
profits
Million
Total
Million
2,142
387,183
3,642
72
(1,060)
73,138
465,117
As at 1 January 2013
Changes in equity for 2013:
Profit for the year
Total comprehensive income
for the year
Dividends approved in
respect of previous year
(note 35(b)(ii))
Dividends declared in
respect of current year
(note 35(b)(i))
Shares issued under share
option scheme
Others
–
–
–
–
–
–
–
–
–
–
60
–
–
–
–
–
(17)
–
As at 31 December 2013
2,142
387,243
3,625
As at 1 January 2014
Changes in equity for 2014:
Profit for the year
Total comprehensive income
for the year
Dividends approved in
respect of previous year
(note 35(b)(ii))
Dividends declared in
respect of current year
(note 35(b)(i))
Shares issued under share
option scheme
(note 35(c)(iii))
Transfer between reserves
upon expiry of options
(note 34(b))
Transition to no-par value
regime (note 35(c)(ii))
2,142
387,243
3,625
–
–
–
–
–
–
–
–
–
–
–
–
9,279
2,073
(3,137)
–
–
389,316
(389,316)
(27)
–
–
–
–
–
–
–
72
72
–
–
–
–
–
–
–
–
–
–
–
67,682
67,682
67,682
67,682
(28,460)
(28,460)
(27,031)
(27,031)
–
1,060
–
(1,060)
43
–
–
–
–
–
–
–
–
–
–
–
84,269
477,351
84,269
477,351
50,328
50,328
50,328
50,328
(26,044)
(26,044)
(24,880)
(24,880)
–
27
–
8,215
–
–
83,700
484,970
As at 31 December 2014
400,737
–
461
72
As at 31 December 2014, the amount of distributable reserves of the Company amounted to RMB83,772,000,000 (2013:
RMB84,341,000,000).
CHINA MOBILE LIMITED • ANNUAL REPORT 2014 116
117
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
35 CAPITAL, RESERVES AND DIVIDENDS (CONTINUED)
(b) Dividends
(i) Dividends attributable to the year:
Ordinary interim dividend declared and paid of HK$1.540
(equivalent to approximately RMB1.222)
(2013: HK$1.696 (equivalent to approximately RMB1.351)) per share
Ordinary final dividend proposed after the balance sheet date of HK$1.380
(equivalent to approximately RMB1.089)
(2013: HK$1.615 (equivalent to approximately RMB1.270)) per share
2014
Million
2013
Million
24,880
27,031
22,290
25,644
47,170
52,675
The proposed ordinary final dividend which is declared in Hong Kong dollar is translated into RMB at the rate HK$1 =
RMB0.78887, being the rate announced by the State Administration of Foreign Exchange in the PRC on 31 December 2014. As
the ordinary final dividend is declared after the balance sheet date, such dividend is not recognized as liability as at 31 December
2014.
In accordance with the 2009 Notice and the PRC enterprise income tax law, the Company is required to withhold enterprise
income tax equal to 10% of any dividend when it is distributed to non-resident enterprise shareholders whose names appeared
on the Company's register of members, as of the record date for such dividend, and who were not individuals.
(ii) Dividends attributable to the previous financial year, approved and paid during the year:
Ordinary final dividend in respect of the previous financial year, approved and
paid during the year, of HK$1.615 (equivalent to approximately RMB1.270)
(2013: HK$1.778 (equivalent to approximately RMB1.442)) per share
2014
Million
2013
Million
26,044
28,460
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
35 CAPITAL, RESERVES AND DIVIDENDS (CONTINUED)
(c) Share capital
(i)
Authorized and issued share capital
2014
HK$ Million
2013
HK$ Million
Authorized:
30,000,000,000 ordinary shares of HK$0.10 each (note 35(c)(ii))
–
3,000
Number
of shares
2014
HK$ Million
Equivalent
RMB Million
Number
of shares
2013
HK$ Million
Equivalent
RMB Million
20,102,539,665
2,010
2,142
20,100,340,600
2,010
2,142
Issued and fully paid:
As at 1 January
Shares issued under share
option scheme (note 35(c)(iii))
335,886,849
11,004
9,279
2,199,065
Transition to no-par value regime
(note 35(c)(ii))
–
367,576
389,316
–
–
–
–
–
As at 31 December
20,438,426,514
380,590
400,737
20,102,539,665
2,010
2,142
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per
share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual assets.
(ii) Transition to no-par value regime
Under the new Hong Kong Companies Ordinance (Cap. 622) which commenced operation on 3 March 2014, the concept of
authorized share capital no longer exists and the Company’s shares no longer have a par or nominal value. There is no impact on
the number of shares in issue or the relative entitlement of any of the members as a result of this transition.
In addition, in accordance with the transitional provisions set out in section 37 of Schedule 11 to the new Hong Kong Companies
Ordinance (Cap. 622), on 3 March 2014, any amount standing to the credit of the share premium account has become part of
the Company’s share capital.
(iii) Shares issued under share option scheme
During 2014, options were exercised to subscribe for 335,886,849 ordinary shares in the Company at a consideration of
HK$10,365,000,000 (equivalent to RMB8,215,000,000) of which HK$6,000,000 (equivalent to RMB5,000,000) was credited
to share capital and HK$1,887,000,000 (equivalent to RMB1,488,000,000) was credited to the share premium account before
3 March 2014 and HK$8,472,000,000 (equivalent to RMB6,722,000,000) was credited to share capital after 3 March 2014.
RMB585,000,000 has been transferred from the capital reserve to the share premium account before 3 March 2014 and
RMB2,552,000,000 has been transferred from the capital reserve to the share capital account after 3 March 2014 in accordance
with policy set out in note 2(w)(ii).
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
118
119
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
35 CAPITAL, RESERVES AND DIVIDENDS (CONTINUED)
(d) Nature and purpose of reserves
(i)
Share premium
Under the new Hong Kong Companies Ordinance (Cap. 622) which commenced operation on 3 March 2014, any amount
standing to the credit of the share premium account has become part of the Company’s share capital (see note 35(c)(ii)).
(ii) Capital reserve
The capital reserve mainly comprises the following:
–
–
The fair value of unexercised share options granted to employees of the Group recognized in accordance with the
accounting policy adopted for share-based payments in note 2(w)(ii); and
RMB295,665,000,000 debit balance brought forward as a result of the elimination of goodwill arising on the acquisition of
subsidiaries before 1 January 2001 against the capital reserve in previous years.
(iii) PRC statutory reserves
PRC statutory reserves mainly include statutory surplus reserve and discretionary surplus reserve.
In accordance with the Company Law of the PRC, domestic enterprises in Mainland China are required to transfer 10% of their
profit after taxation, as determined under accounting principles generally accepted in the PRC (“PRC GAAP”), to the statutory
surplus reserve until such reserve balance reaches 50% of the registered capital of relevant subsidiaries. Moreover, upon a
resolution made by the shareholders, a certain percentage of domestic enterprises’ profit after taxation, as determined under
PRC GAAP, is transferred to the discretionary surplus reserve. During the year, appropriations were made by such subsidiaries to
the statutory surplus reserves and discretionary surplus reserves accordingly.
The statutory and discretionary surplus reserves can be used to reduce previous years’ losses, if any, and may be converted into
paid-up capital, provided that the statutory reserve after such conversion is not less than 25% of the registered capital of relevant
subsidiaries.
In accordance with relevant regulations issued by the Ministry of Finance of the PRC, a subsidiary of the Company, China Mobile
Finance, is required to set aside a reserve through appropriations of profit after tax according to a certain ratio of the ending
balance of its gross risk-bearing assets to cover potential losses against such assets.
(iv) Exchange reserve
The exchange reserve comprises all foreign exchange differences arising from the translation of the financial statements of
overseas entities. The reserve is dealt with in accordance with the accounting policies set out in note 2(y).
(e) Capital management
The Group’s primary objectives of capital management are to maintain a reasonable capital structure and to safeguard the Group’s
ability to continue as a going concern in order to provide returns for shareholders. The Group actively and regularly reviews and
manages its capital structure to stabilize the capital position and prevent operation risk. Meanwhile, the Group will maximize the
shareholders’ return when having high level of borrowings and will make adjustment on the capital structure in accordance with the
changes in economic conditions.
The Group monitors capital on the basis of total debt-to-book capitalization ratio. This ratio is calculated as total debts (including
obligations under finance leases and interest-bearing borrowings as shown in the consolidated balance sheet) divided by book
capitalization (equal to the total equity attributable to equity shareholders of the Company as shown in the consolidated balance sheet
and total debts).
As at 31 December 2014, the Group’s total debt-to-book capitalization ratio was 0.6% (2013: 0.8%).
Except China Mobile Finance, the Company and its subsidiaries are not subject to externally imposed capital requirements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
36 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 (“CMCC
Group”), other than transactions disclosed in note 26, for the years ended 31 December 2014 and 2013. The majority of these
transactions also constitute continuing connected transactions as defined under Chapter 14A of Listing Rules. Further details of these
continuing connected transactions are disclosed under the paragraph “Connected Transactions” in the Report of Directors.
Telecommunications services revenue
Telecommunications services charges
Property leasing and management services charges
Interest expenses
Interconnection revenue
Interconnection charges
Network assets leasing revenue
Network assets leasing charges
Network capacity leasing charges
Revenue derived from cooperation of telecommunications services
Charges for cooperation of telecommunications services
Note
(i)
(i)
(ii)
(iii)
(iv)
(iv)
(v)
(v)
(v)
(vi)
(vi)
2014
Million
885
4,602
803
–
216
425
95
11,062
5,012
481
2,567
2013
Million
1,590
2,843
808
103
241
500
109
9,837
3,876
494
2,232
Note:
(i)
(ii)
(iii)
The amounts represent telecommunications services settlement received/receivable from or paid/payable to CMCC Group for the telecommunications project
planning, design and construction services, telecommunications line and pipeline construction services, telecommunications line maintenance services, and installation
and maintenance services in respect of transmission towers.
The amount represents the rental and property management fees paid/payable to CMCC Group in respect of business premises and offices, retail outlets and
warehouses.
The amount represents the interest expenses paid to China Mobile Hong Kong (BVI) Limited, the Company’s 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 CMCC Group, in respect of interconnection settlement revenue and charges.
(v)
The amounts represent the network assets leasing settlement received/receivable from or paid/payable to CMCC Group and the TD-SCDMA network capacity
charges paid/payable to CMCC Group. On 29 December 2008, the Company entered into a network capacity leasing agreement (the “Network Capacity Leasing
Agreement”) with CMCC Group for the provision of TD-SCDMA related services. The lease was effective from 1 January 2009 to 31 December 2009 and is
automatically renewed for successive one-year periods unless otherwise notified by one party to the other party. The Group is permitted to terminate the lease by
giving 60 days advance written notice to CMCC Group. No penalty will be imposed in the event of a lease termination. Pursuant to the Network Capacity Leasing
Agreement, the Group leases TD-SCDMA network capacity from CMCC Group and pays leasing fees to CMCC Group. The leasing fees are determined on a basis
that reflects the actual usage of CMCC Group’s TD-SCDMA network capacity and compensates CMCC Group for the costs of such network capacity. At the end of
the lease terms, there is no purchase option granted to the Group to purchase the leased network assets. The Group also does not bear any gains or losses in the
fluctuation in the fair value of the leased network assets at the end of the lease terms. As a result, the Group does not bear the risks associated with the ownership of
the leased network assets, and accordingly the Group accounts for the network assets leasing and the network capacity leasing as operating leases.
(vi)
The amounts represent the services fee received/receivable from or paid/payable to CMCC Group for providing customer development services and cooperation in
the provision of basic and value added telecommunications services.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
120
121
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
36 RELATED PARTY TRANSACTIONS (CONTINUED)
(b) Amounts due from/to CMCC Group
Amounts due from/to CMCC Group, other than amount due from/to ultimate holding company, are included in the following accounts
captions summarized as follows:
Accounts receivable
Other receivables
Prepayments and other current assets
Accounts payable
Accrued expenses and other payables
The Group
As at
31 December
2014
Million
As at
31 December
2013
Million
1,037
5
146
5,693
309
1,162
6
109
4,036
145
The amounts are unsecured, interest-free, repayable on demand/on contract terms and arise in the ordinary course of business.
(c) Significant transactions with associates of the Group and of CMCC Group
The Group has entered into transactions with associates over which the Group or CMCC Group can exercise significant influence. The
major transactions entered into by the Group and the associates and amount due from/to the associates are follows:
Bank deposits
Available-for-sale financial assets
Interest receivable
Accounts payable
Interest income
Mobile telecommunications services revenue
Mobile telecommunications services charges
Dividend income
As at
31 December
2014
Million
As at
31 December
2013
Million
42,660
1,000
934
513
2014
Million
1,653
127
1,837
2,476
42,752
–
664
208
2013
Million
1,355
84
2,261
2,062
Note
(i)
(ii)
(iii)
Note:
(i)
Interest income represents interest earned from deposits placed with SPD Bank. The applicable interest rate is determined in accordance with the benchmark interest
rate published by PBOC.
(ii)
The amount represents the mobile telecommunications services revenue received/receivable from SPD Bank.
(iii)
The amount represents the mobile telecommunications services charges paid/payable to Union Mobile Pay Co., Ltd., an associate of CMCC Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
36 RELATED PARTY TRANSACTIONS (CONTINUED)
(d) Transactions with other government-related entities in the PRC
The Group is a government-related enterprise and operates in an economic regime currently dominated by entities directly or indirectly
controlled by the PRC government through government authorities, agencies, affiliations and other organisation (collectively referred to as
“government-related entities”).
Apart from transactions with CMCC Group (notes 26 and 36(a)) and an associate (note 36(c)) and the transaction to establish Tower
Company (note 19), the Group has collectively, but not individually, significant transactions with other government-related entities which
include but not limited to the following:
–
–
–
rendering and receiving telecommunications services, including interconnection revenue/charges
purchasing of goods, including use of public utilities
placing of bank deposits
These transactions are conducted in the ordinary course of the Group’s business on terms comparable to the terms of transactions
with other entities that are not government-related. The Group prices its telecommunications services and products in accordance with
rules and regulations stipulated by related authorities of the PRC Government, where applicable, or based on commercial negotiations.
The Group has also established its procurement policies and approval processes for purchases of products and services, which do not
depend on whether the counterparties are government-related entities or not.
(e) For key management personnel compensation, please refer to note 9.
37 FINANCIAL RISK MANAGEMENT AND FAIR VALUES
Exposure to credit, liquidity, interest rate and foreign currency risks arises in the normal course of the Group’s business. The Group’s
exposure to these risks and the financial risk management policies and practices used by the Group to manage these risks are described
below:
(a) Credit risk and concentration risk
The Group’s credit risk is primarily attributable to the financial assets in the balance sheet, which mainly include deposits with banks,
accounts receivable and other receivables. The maximum exposure to credit risk is represented by the carrying amount of the financial
assets.
Substantially all the Group’s cash at banks and bank deposits are deposited in financial institutions in Mainland China and Hong Kong.
The credit risk on liquid funds is limited as the majority of counterparties are financial institutions with high credit ratings assigned by
international credit-rating agencies and large state-controlled financial institutions.
The accounts receivable of the Group is primarily comprised of receivables due from customers and telecommunications operators.
Accounts receivable from customers are spread among an extensive number of customers and the majority of the receivables from
customers are due for payment within one month from the date of billing. Other receivables primarily comprise interest receivable
from banks, utilities deposits and rental deposits. Management has a credit policy in place and the exposures to these credit risks
are monitored on an ongoing basis, taking into account the counter parties’ financial position, the Group’s past experience and other
factors. As such, management considers the aggregate risks arising from the possibility of credit losses is limited and to be acceptable.
Concentrations of credit risk with respect to accounts receivable are limited due to the Group’s customer base being large and
unrelated. As such, management does not expect any significant losses of accounts receivable that have not been provided for by way
of allowances as shown in note 24(c).
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
122
123
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
37 FINANCIAL RISK MANAGEMENT AND FAIR VALUES (CONTINUED)
(b) Liquidity risk
Liquidity risk refers to the risk that funds will not be available to meet liabilities as they fall due, and results from timing and amount
mismatches of cash inflow and outflow. The Group manages liquidity risk by maintaining sufficient cash balances and bank deposits
(which are readily convertible to known amounts of cash) to meet its funding needs, including working capital, principal and interest
payments on debts, dividend payments and capital expenditures.
The following table sets out the remaining contractual maturities at the balance sheet date of the Group’s and the Company’s financial
liabilities, which are based on the undiscounted cash flows (including interest payments computed using contractual rates or, if floating,
based on prevailing rates at the balance sheet date) and the earliest date the Group and the Company would be required to repay:
The Group
As at 31 December 2014
Total
contractual
undiscounted
cash flow
Million
223,503
674
134,725
4,340
5,635
71
Carrying
amount
Million
223,503
674
134,725
4,271
4,992
68
Accounts payable
Bills payable
Accrued expenses and other payables
Amount due to ultimate holding company
Interest-bearing borrowings
Obligations under finance leases
Within 1 year
or on demand
Million
More than 1
year but less
than 3 years
Million
More than 3
years but less
than 5 years
Million
223,503
674
134,725
4,340
225
71
–
–
–
–
5,410
–
–
–
–
–
–
–
–
368,233
368,948
363,538
5,410
As at 31 December 2013
Total
contractual
undiscounted
cash flow
Million
173,157
1,360
125,811
22
5,860
71
Carrying
amount
Million
173,157
1,360
125,811
22
4,989
68
Accounts payable
Bills payable
Accrued expenses and other payables
Amount due to ultimate holding company
Interest-bearing borrowings
Obligations under finance leases
Within 1 year
or on demand
Million
More than 1
year but less
than 3 years
Million
More than 3
years but less
than 5 years
Million
173,157
1,360
125,811
22
225
71
–
–
–
–
450
–
450
–
–
–
–
5,185
–
5,185
305,407
306,281
300,646
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
37 FINANCIAL RISK MANAGEMENT AND FAIR VALUES (CONTINUED)
(b) Liquidity risk (Continued)
The Company
Accrued expenses and other payables
Amount due to a subsidiary
Accrued expenses and other payables
Amount due to a subsidiary
As at 31 December 2014
Total
contractual
undiscounted
cash flow
Million
12
5,635
Carrying
amount
Million
12
4,992
5,004
5,647
Within 1 year
or on demand
Million
More than 1
year but less
than 3 years
Million
More than 3
years but less
than 5 years
Million
12
225
237
–
5,410
5,410
–
–
–
As at 31 December 2013
Total
contractual
undiscounted
cash flow
Million
21
5,860
Carrying
amount
Million
21
4,989
5,010
5,881
Within 1 year
or on demand
Million
More than 1
year but less
than 3 years
Million
More than 3
years but less
than 5 years
Million
21
225
246
–
450
450
–
5,185
5,185
Regarding the Company’s financial guarantee issued, please refer to note 33 for details.
(c)
Interest rate risk
The Group consistently monitors the current and potential fluctuation of interest rates to monitor the interest rate risk on a reasonable
level. As at 31 December 2014, the Group did not have any interest-bearing borrowings at variable rates, but had RMB5 billion of
bonds, which were issued at fixed rate and exposes the Group to fair value interest rate risk. The Group determines the amount of
its fixed rate depending on the prevailing market condition. Management does not expect fair value interest rate risk to be high as the
interest involved will not be significant.
As at 31 December 2014, total cash and bank balances of the Group amounted to RMB428,288,000,000 (2013:
RMB426,724,000,000). The interest income for 2014 was RMB16,149,000,000 (2013: RMB15,289,000,000) and the average interest
rate was 3.78% (2013: 3.66%). Assuming the total cash and bank balances are stable in the coming year and interest rate increases/
decreases by 100 basis points, the profit for the year and total equity would approximately increase/decrease by RMB3,229,000,000
(2013: RMB3,213,000,000).
(d) Foreign currency risk
The Group has foreign currency risk as certain cash and deposits with banks are denominated in foreign currencies, principally US
dollars and Hong Kong dollars. As the amount of the Group’s foreign currency cash and deposits with banks represented 1.4% (2013:
0.8%) of the total cash and deposits with banks and predominantly all of the business operations of the Group are transacted in RMB,
the Group does not expect the appreciation or depreciation of the RMB against foreign currency will materially affect the Group’s
financial position and result of operations.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
124
125
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
37 FINANCIAL RISK MANAGEMENT AND FAIR VALUES (CONTINUED)
(e) Fair values
All financial instruments are carried at amounts not materially different from their fair values as at 31 December except as follows:
The Group
As at 31 December 2014
As at 31 December 2013
Carrying
amount
Million
Fair value
Million
Carrying
amount
Million
Fair value
Million
Interest-bearing borrowings – bonds
4,992
4,951
4,989
4,675
The fair value of bonds is based on quoted market prices (level 1: quoted price (unadjusted) in active markets) at the balance sheet
date without any deduction for transaction costs.
38 COMMITMENTS
(a) Capital commitments
The Group’s capital commitments outstanding as at 31 December not provided for in the consolidated financial statements were as
follows:
Commitments in respect of land and buildings
– authorized and contracted for
– authorized but not contracted for
Commitments in respect of telecommunications equipment
– authorized and contracted for
– authorized but not contracted for
Total commitments
– authorized and contracted for
– authorized but not contracted for
The Company had no significant capital commitments outstanding as at 31 December 2014 and 2013.
The Group
2014
Million
7,547
32,498
2013
Million
7,212
43,709
40,045
50,921
24,607
112,114
25,022
167,901
136,721
192,923
32,154
144,612
32,234
211,610
176,766
243,844
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
38 COMMITMENTS (CONTINUED)
(b) Operating lease commitments
The total future minimum lease payments under non-cancellable operating leases as at 31 December are as follows:
As at 31 December 2014
Within one year
After one year but within five years
After five years
Land and
buildings
Million
9,733
18,882
5,853
The Group
Leased
lines
Million
9,291
3,822
953
Others
Million
1,043
1,361
69
Total
Million
20,067
24,065
6,875
34,468
14,066
2,473
51,007
As at 31 December 2013
Within one year
After one year but within five years
After five years
8,008
15,966
4,476
5,627
2,706
669
984
1,355
34
14,619
20,027
5,179
The Company
Land and
buildings,
and others
Million
8
–
–
8
9
5
–
The Group leases certain land and buildings, leased lines, motor vehicles, computer and other office equipment under operating leases.
None of the leases include contingent rentals.
28,450
9,002
2,373
39,825
14
39 POST BALANCE SHEET EVENT
After the balance sheet date, the Board of Directors proposed a final dividend for the year ended 31 December 2014. Further details are
disclosed in note 35(b)(i).
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
126
127
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
40 ACCOUNTING ESTIMATES AND JUDGEMENTS
Key sources of estimation uncertainty
Note 17 contains information about the assumptions relating to goodwill impairment, and note 36 contains information about the judgements
on the lease classification of leasing of TD-SCDMA network capacity. Other key sources of estimation uncertainty are as follows:
Impairment loss for doubtful accounts
The Group assesses impairment loss for doubtful accounts based upon evaluation of the recoverability of the accounts receivable and other
receivables at each balance sheet date. The estimates are based on the aging of the accounts receivable and other receivables balances
and the historical write-off experience, net of recoveries. If the financial conditions of the customers were to deteriorate, additional impairment
may be required.
Depreciation
Depreciation is calculated to write off the cost of items of property, plant and equipment, less their estimated residual value, if any, using the
straight-line method over their estimated useful lives. The Group reviews the estimated useful lives and residual values of the assets annually
in order to determine the amount of depreciation expense to be recorded during any reporting period. The useful lives and residual values
are determined based on the Group’s historical experience with similar assets and take into account anticipated technological changes. The
depreciation expense for future periods is adjusted if there are significant changes from previous estimates.
Impairment of property, plant and equipment, interest in associates, goodwill and other intangible assets
The Group’s property, plant and equipment comprise a significant portion of the Group’s total assets. Changes in technology or industry
conditions may cause the estimated period of use or the value of these assets to change. Property, plant and equipment, interest in associates
and other intangible assets subject to amortization, are reviewed at least annually to determine whether there is any indication of impairment.
The recoverable amount is estimated whenever events or changes in circumstances have indicated that their carrying amounts may not be
recoverable. In addition, for goodwill and other intangible assets with indefinite useful lives, the recoverable amount is estimated annually
whether or not there is any indication of impairment.
The recoverable amount of an asset is the greater of its fair value less costs of disposal and value-in-use. In assessing value-in-use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset, which requires significant judgement relating to level of revenue and amount of
operating costs. The Group uses all readily available information in determining an amount that is a reasonable estimation of the recoverable
amount, including estimates based on reasonable and supportable assumptions and projections of revenue and operating costs. Changes in
these estimates could have a significant impact on the carrying value of the assets and could result in further impairment charge or reversal
of impairment in future periods. Additional information for the goodwill impairment and the impairment assessment of interest in associates is
disclosed in notes 17 and 19, respectively.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Expressed in RMB unless otherwise indicated)
41 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS, INTERPRETATIONS AND DISCLOSURES ISSUED BUT NOT
YET EFFECTIVE FOR THE YEAR ENDED 31 DECEMBER 2014
Up to the date of issue of these financial statements, the IASB/HKICPA has issued a number of amendments and new standards and
interpretations which are not yet effective for the year ended 31 December 2014 and which have not been adopted in these financial
statements.
Of these developments, the following relate to matters that may be relevant to the Group’s operations and financial statements:
Amendment to IAS/HKAS 19, “Employee Benefits”
Annual Improvement to IFRSs/HKFRSs 2010-2012 cycle
Annual Improvement to IFRSs/HKFRSs 2011-2013 cycle
Amendment to IFRS/HKFRS 11, “Joint Arrangements”
Amendment to IAS/HKAS 16, “Property, Plant and Equipment”
Amendment to IAS/HKAS 38, “Intangible Assets”
Amendment to IFRS/HKFRS 10, “Consolidated Financial Statements”
Amendment to IAS/HKAS 28, “Investments in Associates and Joint Ventures”
Amendment to IAS/HKAS 27, “Separate Financial Statements”
Annual Improvement to IFRSs/HKFRSs 2012-2014 cycle
IFRS/HKFRS 15 “Revenue from Contracts with Customers”
IFRS/HKFRS 9 “Financial Instrument”
Effective for
accounting periods
beginning on or after
1 July 2014
1 July 2014
1 July 2014
1 January 2016
1 January 2016
1 January 2016
1 January 2016
1 January 2016
1 January 2016
1 January 2016
1 January 2017
1 January 2018
Management is assessing the impact of such new standards, amendments to standards and will adopt the relevant standards, amendments
to standards in the subsequent periods as required.
In addition, the requirements of Part 9 “Accounts and Audit” of the new Hong Kong Companies Ordinance (Cap. 622) come into operation
as from the Company's first financial year commencing on or after 3 March 2014 in accordance with section 358 of the new Hong Kong
Companies Ordinance. The Group is in the process of making an assessment of expected impact of the changes in the Hong Kong
Companies Ordinance on the consolidated financial statements in the period of initial application of Part 9 of the new Hong Kong Companies
Ordinance (Cap. 622). So far it has concluded that the impact is unlikely to be significant and only the presentation and the disclosure of
information in the consolidated financial statements will be affected.
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
128
129
FINANCIAL SUMMARY
(Expressed in RMB)
RESULTS
Operating revenue (Turnover)
Revenue from telecommunications services
Revenue from sales of products and others
Operating expenses
Leased lines
Interconnection
Depreciation
Personnel
Selling expenses
Cost of products sold
Other operating expenses
Profit from operations
Non-operating income, net
Interest income
Finance costs
Share of profit of associates
Share of loss of a joint venture
2014
Million
581,817
59,631
2013
Million
2012
Million
2011
Million
2010
Million
590,811
39,366
560,413
21,422
527,999
9,807
485,231
7,512
641,448
630,177
581,835
537,806
492,743
21,083
23,389
116,225
36,830
75,781
74,464
176,342
18,727
25,998
104,699
34,376
91,834
61,363
157,531
9,909
25,140
100,848
31,256
80,232
41,448
140,272
5,188
23,533
97,113
28,672
78,636
23,120
127,686
3,897
21,886
86,230
24,524
74,361
20,506
108,249
524,114
494,528
429,105
383,948
339,653
117,334
1,089
16,149
(228)
8,248
–
135,649
910
15,289
(331)
7,062
–
152,730
615
12,661
(390)
5,685
(1)
153,858
571
8,413
(565)
4,306
(1)
153,090
685
5,658
(902)
558
(18)
Profit before taxation
142,592
158,579
171,300
166,582
159,071
Taxation
(33,187)
(36,776)
(41,919)
(40,603)
(39,047)
PROFIT FOR THE YEAR
109,405
121,803
129,381
125,979
120,024
Other comprehensive income/(loss) for the year
that may be subsequently reclassified to
profit or loss:
Exchange differences on translation of financial
statements of overseas entities
Share of other comprehensive income/(loss) of
associates
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR
Profit attributable to:
(169)
1,224
(172)
(767)
(6)
(16)
(311)
(229)
(135)
–
110,460
120,864
129,359
125,439
119,889
Equity shareholders of the Company
Non-controlling interests
109,279
126
121,692
111
129,274
107
125,870
109
119,640
384
PROFIT FOR THE YEAR
109,405
121,803
129,381
125,979
120,024
Total comprehensive income attributable to:
Equity shareholders of the Company
Non-controlling interests
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR
110,334
126
120,754
110
129,252
107
125,332
107
119,505
384
110,460
120,864
129,359
125,439
119,889
FINANCIAL SUMMARY (CONTINUED)
(Expressed in RMB)
ASSETS AND LIABILITIES
Property, plant and equipment
Construction in progress
Land lease prepayments and other prepayments
Goodwill
Other intangible assets
Interest in associates
Interest in a joint venture
Deferred tax assets
Restricted bank deposits
Other financial assets
Net current assets
As at
31 December
2014
Million
As at
31 December
2013
Million
As at
31 December
2012
Million
As at
31 December
2011
Million
As at
31 December
2010
Million
564,795
479,227
430,509
408,165
385,296
93,341
24,855
35,300
766
70,444
–
20,507
8,731
127
45,707
85,000
19,735
36,894
1,063
53,940
–
17,401
6,816
127
96,276
55,507
14,244
36,894
924
48,343
6
13,544
5,418
127
56,235
12,798
36,894
818
43,794
7
10,913
122
127
54,868
12,040
36,894
813
40,175
8
9,720
162
127
148,797
109,441
66,202
Total assets less current liabilities
864,573
796,479
754,313
679,314
606,305
Interest-bearing borrowings
Deferred revenue, excluding current portion
Deferred tax liabilities
(4,992)
(840)
(98)
(4,989)
(662)
(104)
(28,619)
(28,617)
(28,615)
(334)
(51)
(261)
(17)
(248)
(39)
NET ASSETS
858,643
790,724
725,309
650,419
577,403
CHINA MOBILE LIMITED • ANNUAL REPORT 2014
130
131
GLOSSARY
This glossary contains certain definitions and other terms as they relate to the Company and the Group and as they are used in the Annual Report.
These definitions may, or may not, correspond to standard industry definitions.
“and – Reading”
“and – Reading” is the mobile reading business under the Group’s
commercial brand “and!”. The Group provides customers with content
services including abundant number of quality books, magazines and
comics through handsets and mobile e-book devices, etc. which
enable customers to enjoy the pleasure of mobile reading.
Mobile Internet
Mobile Internet is an emerging market created by the cross
convergence of Internet and mobile communications after their
respective development. Mobile customers can gain wireless access to
the Internet anytime and anywhere by using wireless terminals such as
handsets and mobile Internet terminals to meet their needs.
“and – Video”
“and – Video” is the mobile video business under the Group’s
commercial brand “and!”. The Group co-operates with the media
to provide customers with mobile network-based audio and visual
services, which enable customers to download or watch various kinds
of video content such as news, movies, sports programs and other
entertainment through their handsets.
IDC
Internet Data Center, facilities and related service systems facilitating
the operation and maintenance of equipment for the centralized
collection, storage, processing and transmission of data based on the
Internet. The principal services offered by IDC include server hosting,
resources leasing, system maintenance, management services and
other support and operational services.
Internet of Things
Equipping SIM cards, sensors, two-dimensional codes etc to different
objects and connecting them to a wireless network can capacitate
intelligence to inanimate objects and enables forms of conversation
and communication between people and things, and between things
themselves. This network of interconnected objects is called the
“Internet of Things”. “Internet of Things” possesses three distinguishing
features, namely: scalability, mobility and security.
LTE
Long Term Evolution, a mainstream standard for the evolution of 3G
technology. It is wireless broadband data business oriented, and has
the characteristics of high speed, less time delay and high quality. LTE
has two models, namely FDD and TDD, of which TDD (also known as
TD-LTE) is a standard for the evolution of TD-SCDMA technology. The
two models of LTE can be developed in a coordinated manner to utilize
symmetrical and asymmetrical bandwidths flexibly and efficiently. LTE
can be integrated and coexist with the existing 2G and 3G networks.
Migu Music
A business which provides music services to customers through
the mobile telecommunications network. Currently it mainly includes
Wireless Music Club, Color Ring and music download, etc.
Mobile Market
Mobile Market is an integrated market assembling different kinds of
developers and their outstanding applications, and different kinds of
businesses of the Group enabling customers using different terminals
to satisfy their demand for real time experience, downloads and
subscription.
TD-SCDMA
Time Division-Synchronous Code Division Multiple Access, China’s
home-grown 3G mobile technology standard, is one of the international
mainstream 3G standards. The Group’s 3G network adopts TD-
SCDMA standard.
Unified Communications
Unified Communications combine device communications capabilities
with quality Internet experience featuring New Communications, New
Messages and New Contacts, and enable transmission of text, images,
videos, locations and other enriched functions through the three
channels on mobile devices including voice, messages and contacts.
VoLTE
Voice-over-LTE, a voice solution for LTE networks. It transmits voice via
the IP network. Compared with other voice solutions, VoLTE provides
higher definition quality with shorter connection time, hence lower
costs. VoLTE provides customers with a better and enriched unified
communications experience.
Wireless Data Traffic
Includes mobile data traffic and WLAN data traffic. A service provided
by the Group to its customers enabling wireless access to the Internet
using handsets or dongles.
WLAN
Wireless Local Area Network (also known as WiFi Network), which
connects computers using wireless communication technology.
Customers can use mobile terminals such as notebooks and handsets
to gain high-speed wireless access to the Internet or corporate Intranet
for information, entertainment or work.
China Mobile Limited
60/F., The Center, 99 Queen’s Road Central, Hong Kong
Tel : (852) 3121 8888
Fax : (852) 3121 8809
Website : www.chinamobileltd.com
Welcome to China Mobile Limited's website
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