Audit Committee

The Audit Committee consists of three Independent Non-executive Directors: Mr. Chan Mo Po, Paul (chairman), Mr. Wu Shangzhi and Mr. Hao Weimin. The Audit Committee is mainly responsible for examining the appointment of external auditors, considering and supervising the financial reporting procedures and the internal control systems of the Company, overseeing the execution of the connected transactions, reviewing the interim and annual financial statements of the Company to ensure a true and fair view of the state of affairs, reviewing interim and annual results of the Company after consulting with external auditors, and making recommendations to the Board. The Audit Committee makes an assessment of the effectiveness of the Group's internal control at least once a year to enable the Board to understand the overall financial position and protect the assets of the Group.

Charter for audit committee

Meetings of Audit Committee from 2006 to 2008

Member's individual attendance of the audit committee meetings (including attendances by written proxies) is as follows:

Committee Members	Attendance/Meeting convened during period of appointment
	2008	2007	2006
Chan Mo Po, Paul	3/3	4/4	-
Wu Shangzhi	3/3	4/4	-
Hao Wemin	3/3	4/4	-

In 2008, the Audit Committee held three meetings, mainly reviewed the resolutions of the Company for its audited financial report of 2007, interim report of 2008, report on connected transactions, report on internal control and risk management, appointment of independent auditors, and renewal and amendment of annual caps of continuing connected transactions. The Audit Committee also met with the external auditors separately to discuss the matters found during the audit and other issues that might be raised by the auditors.

In 2007, the Audit Committee mainly approved resolutions on important matters such as the 2006 annual report and 2007 interim report, the report on internal control and risk management, the external audit work plan, the appointment of the independent auditors, connected transactions and the acquisition of the Target Business from the controlling shareholder of the Company, China Telecommunications Corporation. The Audit Committee also met with the external auditors independently to discuss the matters found during the audit and other issues that might be raised by the auditors.

Remuneration Committee

The Remuneration Committee consists of three Independent Non-executive Directors: Mr. Wu Shangzhi (chairman), Mr. Chan Mo Po, Paul and Mr. Zhao Chunjun. The Remuneration Committee is mainly responsible for giving recommendation on the overall remuneration policies and structure of the directors and senior management to the Board.

Charter for remuneration committee

Meetings of Remuneration Committee from 2006 to 2008

Member's individual attendance of the remuneration committee meetings (including attendances by written proxies) is as follows:

Committee Members	Attendance/Meeting convened during period of appointment
	2008	2007	2006
Wu Shangzhi	1/1	1/1	-
Chan Mo Po, Paul	1/1	1/1	-
Zhao Chunjun	1/1	1/1	-

In 2008, the Remuneration Committee held one meeting, at which the members of the committee mainly reviewed the proposal regarding the granting of the second tranche of share appreciation rights in the first phase of implementation of the Company's share appreciation rights scheme and provided their recommendations to the Board. All members of the Remuneration Committee declared that they had no conflict of interests with the resolutions during their review.

In 2007, the Remuneration Committee mainly approved the "Share Appreciation Rights Scheme" and has given recommendations to the Board. All members of the Remuneration Committee had declared that they have no conflict of interests with the resolutions during their review.

Nomination Committee

The Nomination Committee consists of three Independent Non-executive Directors: Mr. Zhao Chunjun (chairman), Mr. Wang Jun and Mr. Hao Weimin. The Nomination Committee is mainly responsible for reviewing the structure, size and composition of the Board, and the skills, knowledge and experience of members of the Board.

Charter for nomination committee

Meetings of Nomination Committee from 2006 to 2008

Member's individual attendance of the nomination committee meetings (including attendances by written proxies) is as follows:

Committee Members	Attendance/Meeting convened during period of appointment
	2008	2007	2006
Zhao Chunjun	1/1	1/1	-
Wang Jun	1/1	1/1	-
Hao Weimin	1/1	1/1	-

In 2008, the Nomination Committee held one meeting, at which the members of the committee mainly reviewed the proposal regarding the adjustments to the composition of the Board and senior management of the Company, and made their recommendations to the Board.

In 2007, the Nomination Committee mainly approved the resolutions on appointing Mr. Zhang Zhiyong and Mr. Yuan Jianxing as our new executive directors, and recommended their appointments to the Board.

Non-competition Undertaking Review Committee

The Non-competition Undertaking Review Committee consists of three Independent Non-executive Directors: Mr. Hao Weimin (chairman), Mr. Chan Mo Po, Paul and Mr. Zhao Chunjun. The Non-competition Undertaking Review Committee is mainly responsible for monitoring the implementation of the non-competition undertakings given by China Telecommunications Corporation to us.

Charter for non-competition undertaking review committee

Meetings of Non-competition Undertaking Review Committee from 2006 to 2008

Member's individual attendance of the non-competition undertaking review committee meetings (including attendances by written proxies) is as follows:

Committee Members	Attendance/Meeting convened during period of appointment
	2008	2007	2006
Hao Weimin	2/2	3/3	-
Chan Mo Po, Paul	2/2	3/3	-
Zhao Chunjun	2/2	3/3	-

In 2008, the Non-competition Undertaking Review Committee held two meetings, at which the members of the committee mainly reviewed the implementation of the non-competition undertakings by China Telecommunications Corporation and made their recommendations to the Board.

In 2007, the Non-competition Undertaking Review Committee mainly reviewed the execution of non-competition undertaking by China Telecommunications Corporation and the supplementary agreement entered into after the acquisition of the Target Business from China Telecommunications Corporation.

Right of First Refusal and Priority Right Committee

The Right of First Refusal and Priority Right Committee consists of three Independent Non-executive Directors: Mr. Wu Shangzhi (chairman), Mr. Zhao Chunjun and Mr. Hao Weimin. The Right of First Refusal and Priority Right Committee is mainly responsible for monitoring the enforcement of the right of first refusal and priority right granted by China Telecommunications Corporation upon the listing of the Company in 2006, and protecting the interests of independent shareholders when such right of first refusal or priority right is exercised.

Charter for right of first refusal and priority right committee

Meetings of Right of First Refusal and Priority Right Committee from 2006 to 2008

Member's individual attendance of the right of first refusal and priority right committee meetings (including attendances by written proxies) is as follows:

Committee Members	Attendance/Meeting convened during period of appointment
	2008	2007	2006
Wu Shangzhi	1/1	2/2	-
Zhao Chunjun	1/1	2/2	-
Hao Weimin	1/1	2/2	-

In 2008, the Right of First Refusal and Priority Right Committee held one meeting, at which the members of the committee mainly reviewed the proposed revision of the charter of the Committee and made their recommendations to the Board.

In 2007, the Right of First Refusal and Priority Right Committee mainly reviewed and approved the exercise of rights concerning the acquisition of businesses of 13 provinces from China Telecommunications Corporation and has made recommendation to the Board.

Independent Board Committee

Pursuant to the requirements under the Listing Rules, the Board of the Company formed an Independent Board Committee on 22 May 2007, with members including all five Independent Non-executive Directors of the Company. It was formed to provide its view and make a recommendation to the Independent Shareholders on the acquisition of the Target Business of 13 provinces from China Telecommunications Corporation and the related connected transactions. The Company held an Independent Board Committee Meeting on 19 September 2008, in which five Independent Non-executive Directors of the Company attended. The Independent Board Committee mainly reviewed the resolution regarding the "renewal and amended annual caps of continuing connected transactions", and it made their recommendations to Independent Shareholders.