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 independent 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.

In 2024, the Independent Board Committee held two meetings and passed one written resolution, at which all independent non-executive directors of the Company attended. The Independent Board Committee mainly reviewed the resolutions regarding the non-exempt continuing connected transactions under the 2024 Financial Services Framework Agreement entered into between the Company and China Telecom Group Finance Co., Ltd. and proposed new annual caps, the renewal of non-exempt continuing connected transactions with China Telecommunications Corporation and proposed new annual caps, and made its recommendations to the independent shareholders. Details of such resolutions and the Independent Board Committee’s recommendation were contained in the circular dispatched to shareholders on dated 16 August 2024 and 21 November 2024, respectively.