As filed with the Securities and Exchange Commission on May 30, 2006
Registration No. 333-12688
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
CHINA MOBILE LIMITED
(FORMERLY KNOWN AS CHINA MOBILE (HONG KONG) 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, N.Y. 10286
(212) 495-1727
(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.
Chun Wei, Esq.
Emmet, Marvin & Martin, LLP
William Y. Chua, Esq.
120 Broadway
Sullivan & Cromwell LLP
New York, New York 10271
28th Floor
(212) 238-3010
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. [ ]
The prospectus consists of the revised form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement, as amended and restated, filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the 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
Face of Receipt, top center
identity of 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,
Articles number 15 and 16
the deposited securities
(iii)
The collection and distribution of
Articles number 4, 12, 13
dividends
and 15
(iv)
The transmission of notices, reports
Articles number 11, 15 and 16
and proxy soliciting material
(v)
The sale or exercise of rights
Articles number 13, 14 and 15
(vi)
The deposit or sale of securities
Articles number 12, 15 and 17
resulting from dividends, splits
or plans of reorganization
(vii)
Amendment, extension or termination
Articles number 20 and 21
of the deposit agreement
(viii)
Rights of holders of Receipts to inspect
Article number 11
the transfer books of the depositary and
the list of holders of Receipts
(ix)
Restrictions upon the right to deposit
Articles number 2, 3, 4, 5, 6,
or withdraw the underlying securities
8 and 22
(x)
Limitation upon the liability
Articles number 14, 18 and 21
of the depositary
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, amended and restated as of July 5, 2000 and further amended and restated as of ____________, 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 the Pre-release of American Depositary Receipts.
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. – Previously filed.
e.
Certification under Rule 466. – Filed herewith as Exhibit 5.
________________
*
Incorporated by reference to the Registration Statement on Form F-6 (Registration No. 333-7702) filed by the Depositary with the SEC on October 1, 1997.
Item - 4.
Undertakings
Previously Filed.
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 Post-Effective Amendment No. 1 to the 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 May 30, 2006.
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
The Bank of New York,
As Depositary
By: /s/ Ulla M. Erlandsen
Name: Ulla M. Erlandsen
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, China Mobile Limited has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Hong Kong, China on May 30, 2006.
China Mobile Limited
By: /s/ Wang Jianzhou
Name:
Wang Jianzhou
Title:
Chairman of the Board and
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wang Jianzhou, Xin Fanfei and Guan Yimin, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his 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 May 30, 2006.
/s/ Wang Jianzhou
/s/ Li Yue
Wang Jianzhou
Li Yue
Chairman and Chief Executive Officer
Director
(Principal Executive Officer)
____________________________
/s/ Xue Taohai
Lu Xiangdong
Xue Taohai
Director
Director and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Zhang Chenshuang
/s/ Sha Yuejia
Zhang Chenshuang
Sha Yuejia
Director
Director
_____________________________
/s/ Xin Fanfei
Liu Aili
Xin Fanfei
Director
Director
_____________________________
__________________________
Xu Long
Sir Julian Michael Horn-Smith
Director
Non-Executive Director
/s/ Dr. Lo Ka Shui
__________________________
Dr. Lo Ka Shui
Frank Wong Kwong Shing
Independent Non-Executive Director
Independent Non-Executive Director
/s/ Moses Cheng Mo Chi
Moses Cheng Mo Chi
Independent 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 Post-Effective Amendment No. 1 to the Registration Statement in the City of Newark, State of Delaware, on May 30, 2006.
By: /s/ Donald J. Puglisi
Name:
Donald J. Puglisi
Title:
Managing Director
Puglisi & Associates
INDEX TO EXHIBITS
Exhibit Letter | Exhibit | Page |
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 _________, 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. | |
5 | Certification under Rule 466. |