CHINA MOBILE LIMITED
Remuneration Committee
Terms of Reference
These terms of reference (the “Terms of Reference”) of the remuneration committee (the“Remuneration Committee” or the “Committee”) of the board of directors of China Mobile
Limited (the “Company”) are formulated to set forth the composition, duties and procedural
rules of the Committee in accordance with the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the “HKSE Listing Rules”), the Rules
Governing the Listing of Stocks on Shanghai Stock Exchange (《上海證券交易所股票上市規則》, the “SSE Listing Rules”, together with the HKSE Listing Rules, the “Listing Rules”)
and other laws, regulations and normative documents, as well as the Articles of Associationof China Mobile Limited (the “Articles of Association”) and the actual situation of theCompany.
Members
1.

The members of the Remuneration Committee shall be appointed by the board ofdirectors from amongst the independent non-executive directors.

2.

The chairman of the Remuneration Committee shall be appointed by the board ofdirectors.

3.

The quorum for meetings of the Remuneration Committee shall be two members.

Secretary
4.

The company secretary shall be the secretary of the Remuneration Committee.

Attendance
5.

The Chief Executive Officer shall be invited to attend Remuneration Committee
meetings to discuss the performance and remuneration proposals of executive directors
and where necessary, make recommendations.

6.

The Chief Executive Officer shall report to the Remuneration Committee any materialchanges within the Group which may affect the remuneration structure and terms andconditions of other senior management.

Frequency of meetings
7.

The Remuneration Committee shall meet at least once a year.

8.

A meeting may be held as a physical meeting, by means of electronic communication(such as telephone conference, video conference or other forms of electroniccommunication), through written resolutions or by other means.
–1–Consultation
9.

The board of directors authorises the Remuneration Committee to seek appropriate
independent professional advice at the Company’s expense within or outside the Group as
the Remuneration Committee deems necessary.

Duties10.

The duties of the Remuneration Committee are:•to make recommendations to the board of directors on the remuneration packages ofindividual 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 of directors on the remuneration of non-executive directors. TheRemuneration Committee should consider salaries paid by comparable companies,
time commitment and responsibilities and employment conditions elsewhere in theGroup;•to review and approve the management’s remuneration proposals with reference tocorporate goals and objectives resolved by the board of directors 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 to ensure that it isconsistent with contractual terms and is otherwise fair and not excessive;•to review and approve compensation arrangements relating to dismissal or removalof directors for misconduct to ensure that they are consistent with contractual terms
and are otherwise reasonable and appropriate;•to ensure that no director or any of his associates is involved in deciding his own
remuneration;•to make recommendations to the board of directors on the Company’s policy andstructure for remuneration of all directors, senior management and employees
including salaries, incentive schemes and other share option schemes, and on theestablishment of a formal and transparent procedure for developing remuneration
policy;•to make recommendations to the board of directors on disclosure of directors’
remuneration (including policy for the remuneration of executive directors, detailsof remuneration of certain individuals and other terms and conditions) in the annual
report on directors’ remuneration (if applicable) sent by the board of directors tothe shareholders;–2–•to make recommendations to the board of directors annually on whether theshareholders shall be requested to approve the policies set out in the report ondirectors’ remuneration (if applicable) at the annual general meeting of theCompany; and•report to the board of directors on its decisions or recommendations, unless there
are legal or regulatory restrictions.

Minutes of meetings
11.

Minutes of meetings of the Remuneration Committee shall be sent to all members of theboard of directors.

Performance review
12.

The board of directors shall review the performance of the Remuneration Committeeregularly with reference to the authorities and duties set out herein.

Amendments
13.

These Terms of Reference may be amended by the board of directors of the Company.

14.

For matters not covered by these Terms of Reference or where there is a conflict
between these Terms of Reference and relevant applicable laws, regulations, normativedocuments, the Articles of Association and other requirements (the “ApplicableRegulations”), the Applicable Regulations shall prevail. If the Applicable Regulations
change after these Terms of Reference come into force such that there is a conflict
between these Terms of Reference and the Applicable Regulations, the Company
shall amend these Terms of Reference in a timely manner and ensure that mandatory
requirements in the Applicable Regulations are complied with at all times.

15.

These Terms of Reference shall take effect from the day of the Company’s initial public
offering of its RMB ordinary shares and the listing of its RMB ordinary shares on theShanghai Stock Exchange after approval by the board of directors.

–3–