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 2010

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
	Second Session		First Session
	2010	2009	2009	2008	2007	2006
Chan Mo Po, Paul	3/3	2/2	2/2	3/3	4/4	-
Wu Shangzhi	3/3	2/2	2/2	3/3	4/4	-
Hao Weimin	3/3	2/2	2/2	3/3	4/4	-

In 2010, the Audit Committee held three meetings, at which the members of the Committee mainly reviewing the resolutions of the Company for its audited financial report of 2009, interim report of 2010, report on connected transactions, report on internal control and risk management, appointment of independent auditors, renewal of continuing connected transactions and proposed new annual caps. 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 2009, the Audit Committee held four meetings, at which the members of the committee mainly reviewed the resolutions of the Company for its audited financial report of 2008, interim report of 2009, report on connected transactions, report on internal control and risk management, appointment of independent auditors, entering into continuing connected transaction agreements, and renewal of Strategic Cooperation Agreement. 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 2008, the Audit Committee held three meetings, at which the members of the committee 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 held four meetings, at which the members of the committee mainly reviewed the 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 2010

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
	2010	2009	2008	2007	2006
Wu Shangzhi	-	-	1/1	1/1	-
Chan Mo Po, Paul	-	-	1/1	1/1	-
Zhao Chunjun	-	-	1/1	1/1	-

According to the charter of the remuneration committee, meeting will be convened when needed. The Remuneration Committee has not convened a meeting in 2010 and 2009.

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 held one meeting, at which the members of the committee mainly reviewed 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 2010

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
	First Session
	2010	2009	2008	2007	2006
Zhao Chunjun	2/2	1/1	1/1	1/1	-
Wang Jun	2/2	1/1	1/1	1/1	-
Hao Weimin	2/2	1/1	1/1	1/1	-

In 2010, the Nomination Committee held two meetings, at which the members of the committee reviewed resolutions regarding the proposed appointment of Mr. Zheng Qibao and Ms. Hou Rui as executive directors of the Company, respectively, and made their recommendations to the Board.

In 2009, the Nomination Committee held one meeting, at which the members of the committee mainly reviewed the composition of the second session of the Board, and made their recommendation to the Board.

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 held one meeting, at which the members of the committee mainly reviewed 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 2010

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
	Second Session		First Session
	2010	2009	2009	2008	2007	2006
Hao Weimin	2/2	1/1	1/1	2/2	3/3	-
Chan Mo Po, Paul	2/2	1/1	1/1	2/2	3/3	-
Zhao Chunjun	2/2	1/1	1/1	2/2	3/3	-

In 2010, 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 2009, 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 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 held three meetings, at which the members of the 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, and made their recommendations to the Board.

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 2010

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
	2010	2009	2008	2007	2006
Wu Shangzhi	-	-	1/1	2/2	-
Zhao Chunjun	-	-	1/1	2/2	-
Hao Weimin	-	-	1/1	2/2	-

According to the Charter of the Right of First Refusal and Priority Right Committee, meeting will be convened when needed. The Right of First Refusal and Priority Right Committee has not convened a meeting in 2010 and 2009.

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 held two meetings, at which the members of the committee mainly reviewed 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 relevant requirements under the Listing Rules, a listed company shall establish an Independent Board Committee (which shall consist only of independent non-executive directors) to advise shareholders in relation to transactions that are subject to independent shareholder's approval (such as connected transactions) as to whether the terms of the relevant transaction or arrangement are fair and reasonable and whether such a transaction or arrangement is in the interests of the Company and its shareholders as a whole and to advise shareholders on how to vote, taking into account the recommendations of the independent financial adviser appointed.

On 9 November 2010, the Company held an Independent Board Committee Meeting, at which five independent non-executive directors of the Company attended. The Independent Board Committee mainly reviewed the resolution regarding the renewal of continuing connected transactions and proposed new annual caps between the Company and China Telecommunications Corporation, and it made its recommendations to the independent shareholders.

On 5 November 2009, the Company held an Independent Board Committee Meeting, at which five independent non-executive directors of the Company attended. The Independent Board Committee mainly reviewed the resolution regarding the connected transactions such as the Supplies Procurement Services Framework Agreement between the Company and China Telecommunications Corporation and the renewal of Strategic Cooperation Agreement between the Company and China Telecom Corporation Limited, and it made its recommendations to the independent shareholders.

On 19 September 2008, the Company held an Independent Board Committee Meeting, at 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 between the Company and China Telecommunications Corporation, and it made its recommendations to Independent Shareholders.

On 22 May 2007, the Company held an Independent Board Committee Meeting, at which five independent non-executive directors of the Company attended. The Independent Board Committee mainly reviewed the resolution regarding the acquisition of the Target Business of 13 provinces from China Telecommunications Corporation and the related connected transactions, and it made its recommendations to the independent shareholders.