As filed with the Securities and Exchange Commission on August 21, 2007
Registration No. 333-
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
CHINA MOBILE LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
HONG KONG, CHINA
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq Emmet, Marvin & Martin, LLP 120 Broadway New York, New York 10271 (212) 238-3010 | William Y. Chua, Esq. Sullivan & Cromwell LLP 28th Floor Nine Queen's Road Central Hong Kong (852) 2826-8688 |
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class | Amount to be registered | Proposed | Proposed | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing Ordinary Shares, Par Value HK$0.10 per Share, of | 150,000,000 American Depositary Shares | $5.00 | $7,500,000 | $230.25 |
1
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1. Name and address of depositary
Introductory Article
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Articles number 15 and 16
securities
(iii) The collection and distribution of dividends
Articles number 4, 12, 13 and 15
(iv) The transmission of notices, reports and proxy
Articles number 11, 15 and 16
soliciting material
(v) The sale or exercise of rights
Articles number 13, 14 and 15
(vi) The deposit or sale of securities resulting from
Articles number 12, 15 and 17
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the
Articles number 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to transfer or
Articles number 2, 3, 4, 5, 6, 8 and
withdraw the underlying securities
22
(x) Limitation upon the liability of the depositary
Articles number 14, 18 and 21
3. Fees and Charges
Article number 7
Item – 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of October 23, 1997, as amended and restated as of July 5, 2000, and as further amended and restated as of May 30, 2006, among China Mobile Limited, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b.
Form of Letter from the Depositary to the Issuer, relating to Pre-release of American Depositary Receipts. – Filed herewith as Exhibit 2.
c.
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Filed herewith as Exhibit 4.
e.
Certification under Rule 466. - Filed herewith as Exhibit 5.
Item - 4.
Undertakings
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on August 21, 2007.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares, Par Value HK$0.10 each, of China Mobile Limited.
By:
The Bank of New York,
As Depositary
By: /s/ Joanne F. DiGiovanni
Name: Joanne F. DiGiovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, China Mobile Limited has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Hong Kong, China on August 21, 2007.
CHINA MOBILE LIMITED
By: /s/ WANG Jianzhou
Name: WANG Jianzhou
Title: Chairman and Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints WANG Jianzhou, XIN Fanfei and GUAN Yimin, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 21, 2007.
/s/ WANG Jianzhou
/s/ LI Yue
WANG Jianzhou
LI Yue
Executive Director, Chairman and Chief
Executive Director
Executive Officer
(Principal Executive Officer)
________________________________
/s/ XUE Taohai
LU Xiangdong
XUE Taohai
Executive Director
Executive Director and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ SHA Yuejia
/s/ LIU Aili
SHA Yuejia
LIU Aili
Executive Director
Executive Director
/s/ XIN Fanfei
/s/ XU Long
XIN Fanfei
XU Long
Executive Director
Executive Director
/s/ LO Ka Shui
/s/ Frank WONG Kwong Shing
LO Ka Shui
Frank WONG Kwong Shing
Independent Non-Executive Director
Independent Non-Executive Director
/s/ Moses CHENG Mo Chi
_____________________________
Moses CHENG Mo Chi
Paul Michael DONOVAN
Independent Non-Executive Director
Non-Executive Director
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of China Mobile Limited, has signed this Registration Statement in the City of Newark, State of Delaware, on August 21, 2007.
By: /s/ Donald J. PUGLISI
Name: Donald J. PUGLISI
Title: Managing Director
Puglisi & Associates
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of October 23, 1997, as amended and
restated as of July 5, 2000, and as further amended and restated as of
May 30, 2006 , among China Mobile Limited, The Bank of New York as
Depositary, and all Owners and Beneficial Owners from time to time
of American Depositary Receipts issued thereunder.
2
Form of Letter from the Depositary to the Issuer, relating to Pre-release
of American Depositary Receipts
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to legality of the securities to be registered.
5
Certification under Rule 466.