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Business Acquisition of Acquisition of CDMA Business CDMA Business China Telecom Corporation Limited 2 June 2008 www.chinatelecom-h.com

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Page 1: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

BusinessAcquisition ofAcquisition ofCDMA BusinessCDMA Business

China Telecom Corporation Limited2 June 2008www.chinatelecom-h.com

Page 2: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

2

Disclaimer

Certain statements contained in this document may be viewed as “forward-looking statements”within the meaning of Section 27A of the U.S. Securities Act of 1933 (as amended) and Section 21E of the U.S. Securities Exchange Act of 1934 (as amended). Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors, which may cause the actual performance, financial condition or results of operations of China Telecom Corporation Limited (the “Company”) to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. In addition, we do not intend to update these forward-looking statements. Further information regarding these risks, uncertainties and other factors is included in the Company’s most recent Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) and in the Company’s other filings with the SEC.

Certain statements contained in this document may be viewed as “forward-looking statements”within the meaning of Section 27A of the U.S. Securities Act of 1933 (as amended) and Section 21E of the U.S. Securities Exchange Act of 1934 (as amended). Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors, which may cause the actual performance, financial condition or results of operations of China Telecom Corporation Limited (the “Company”) to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. In addition, we do not intend to update these forward-looking statements. Further information regarding these risks, uncertainties and other factors is included in the Company’s most recent Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) and in the Company’s other filings with the SEC.

Page 3: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

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Management team

TitleName

Chairman & CEOMr. Wang Xiaochu

Executive Director, EVP & CFOMadam Wu Andi

Page 4: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

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Agenda

Overview of the acquisitionOverview of the acquisition

Benefits of the acquisitionBenefits of the acquisition

Target overview and outlookTarget overview and outlook

Page 5: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

Overview of the acquisition

Page 6: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

6

Significance and benefits of the acquisition

Immediate entry into and benefit from the

fast–growing, profitable Chinese

mobile market

Synergies from complementary operations and

resources

Increased competitiveness

through integrated and differentiated service offerings

Driving value growth of CDMA business by

leveraging CT’s brand, sales and

operational strength

A unique opportunity for the company’s growth and shareholder value enhancement

despite premium to current CDMA business performance

To benefit from the Next Generation mobile

opportunity and favorable operating environment post

restructuring

Page 7: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

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Key terms of framework agreement

Acquisition targets

The entire CDMA Business owned and operated by CUCL and relevant assets and liabilities (excluding any interest-accruing debt obligations)

– CDMA subscribers with prefix 133/153 and relevant rights and obligations

– Tangible and intangible assets, contracts and business arrangement relating to the CDMA Business

– Other assets to be agreed by the two parties including CDMA and GSM shared base stations

Acquisition price

Consideration of RMB 43.8bn in cash

Price adjustment subject to first half 2008 CDMA service revenues decreasing more than 2% versus the same period in the previous year

Price payment schedule to be divided over time based on fulfilment of conditions

Seize the policy opportunities and reach agreement quickly to immediately enter mobile market

Page 8: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

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Key terms of framework agreement (cont.)

Key pre–closing conditions

No material adverse change to the operation of the CDMA business

Approval by Unicom independent shareholders of the termination of the existing Unicom CDMA network leasing agreement (including waiver of purchase option) and sale of CDMA Business

Approval by China Telecom independent shareholders on CDMA leasing agreement between China Telecom Corp Ltd and China Telecom Group

Relevant regulatory approvals

Simultaneous completion of the CDMA Network Acquisition by China Telecom Group and the CDMA Business Acquisition

Business Transfer

Start–off date would be the first payment date

To complete the substantive transfer within 60 days after the start–off date

Page 9: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

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Transactions overview

Acquisition overview

China Telecom Corp

Ltd

China Telecom Group

China Unicom Ltd (CUCL)

China Unicom Group (New

Horizon)

A

Acquisition of CDMA

subscribers and operation

B

C

New lease agreement

Acquisition of CDMA network

The acquisition structure allows operational and financial flexibility, while simplifying execution to enable fast completion of the acquisition

Acquisition of CDMA subscribers and operation

Acquire the entire CDMA business, relevant assets and liabilities (excluding any interest accruing debt obligations) for RMB 43.8bn in cash

Acquisition of CDMA network

New lease agreement to be entered into between China Telecom Corp Ltd and China Telecom Group – details of the new lease agreement to be

disclosed and approved by independent shareholders

– new lease terms to be negotiated with reference to the principles and framework of China Unicom’s existing lease terms

New lease agreement

Acquire the assets of Unicom New Horizon including core networks, wireless networks, VAS platforms, etc. for RMB 66.2bn

A

B

C

Page 10: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

Benefits of the acquisition

Page 11: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

11

206.4241.0

286.6331.9

383.1434.5

481.2521.1

557.1588.2

0

100

200

300

400

500

600

700

2002 2004 2006 2008E 2010E

Tota

l ser

vice

s re

venu

e (R

MB

bn )

Total services revenue

Immediate entry into fast–growing mobile market

Immediate acquisition of an existing mobile operation is critical to thesuccessful entry into and benefit from the fast growing, profitable Chinese mobile market and long-term competitiveness of the company

China mobile market net adds and penetration trend

China total mobile service revenue

Source: Gartner Source: Gartner

51.0

58.7 58.1

67.6 69.4 71.6 72.9 73.5 72.9

61.8

0

20

40

60

80

2002 2004 2006 2008E 2010E

Net

add

s (m

)

0%

10%

20%

30%

40%

50%

60%

70%

Penetration (%

)

Net adds Penetration

Page 12: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

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18.2% 18.1% 23.4%

53.3%63.6%

178.7%196.5%

34.5%

74.3%

39.9%

0%

50%

100%

150%

200%

250%

2003 2004 2005 2006 2007

Internet user growth Wireless Internet growth

7.818.5

31.5

47.858.2

71.3

85.4

99.1110.6

122.0

0

50

100

150

2002 2004 2006 2008E 2010E

Tota

l dat

a re

venu

e (R

MB

bn)

Total data service revenue

Increasing demand for information services

Sophisticated Chinese customers demand more integrated voice, data and media services

The new integrated service platform will enable the company to capture the opportunity from the increasing demand for information services

China broadband and mobile internet market trend

Source: CNNIC

China total mobile data revenue

Source: Gartner

Page 13: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

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Enhancing competitiveness through full service offering

Integrated information

service provider

♦ Single, integrated business platform

♦ Opex and capexefficiency

♦ Customized services to meet sophisticated demand of customers

Capability to offer full services

♦ Bundled fixed line and mobile services

♦ Development of integrated services

Proactive preparation for full service operation

♦ Talent pool♦ Brand management♦ Capital accumulation♦ Network preparation♦ Integrated information

services

Core competencies

♦ Huge subscriber base♦ Reliable and

stable network♦ Government and

enterprise customer service capability

♦ R&D capabilities

Enriching customer experience

Enhancing the company’s competitiveness

Realizing significant synergies

Creating shareholder value

Transformational transaction to become integrated service provider

Page 14: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

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Key areas generating synergies

BrandStrong “China Telecom” corporate brand

Creating individual customer brand in addition to the existing customers brands for “government and enterprise” and “household”

Customer base

Strong subscriber base with approximately 220m fixed-line voice and 38m broadband subscribers

Expanding to mid and high-end customer base through differentiated services strategy

Network and IT system

Extensive backbone and “last mile” access network covering large part of ChinaLeveraging existing network resource to enhance efficiency of investment and operationLeveraging existing IT system to support mobile business

Sales and distribution

network

Capitalizing on existing proprietary marketing outlets and dedicated direct sales channels for the government and enterprise customers

Attracting extensive distribution agents with strong brand name

Customer service Fully utilise current customer service systems to provide integrated customer services

Value-added and integrated

information service

Leveraging existing value-added business platform to provide more value-added service, including fixed-mobile integration service

Creating new area for integrated information service

Incr

ease

the

valu

e of

mob

ile b

usin

ess

as w

ell a

s th

e ov

eral

l bus

ines

s

Page 15: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

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Future Next Generation mobile market opportunity and regulatory support

Creates a favorable operating environment post–restructuring which helps the company’s successful entry

into the mobile market and enhances its overall competitiveness in the market

MII, NDRC and MOF announcement

Objective: To support the formation of 3 telecom operators with nation-wide network resources, relatively comparable strength and scale, and

full service operation capabilities with enhanced competitiveness

Issue three 3G licenses post restructuring

Formulate asymmetric regulatory measures to foster a more balanced sector structure

Page 16: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

Target overview and outlook

Page 17: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

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4.5

16.9

27.832.7

37.341.9 42.8

01020

304050

2002 2003 2004 2005 2006 2007 1Q08

Sub

scrib

ers

(m)

Target overviewNationwide CDMA mobile operation with substantial subscriber base and huge growth potential

Subscriber

Source: China Unicom company filings, 20F filingsNote: 1 Restated to include the results of the Guizhou business, acquired by China Unicom in 20072 Network utilisation rate calculated as the number of subscribers at April 08 as announced by China Unicom, divided by the network capacity (84m)

as disclosed in the 2006 20F filings by China Unicom

Profit before tax

EBITDA—before lease payment Stable pre-lease payment EBITDA and EBITDA margin

Sufficient network capacity to support further growth and value enhancement

– network capacity of 84m subscribers2

– network utilisation rate of approximately 51%2

3.2

6.48.4

10.210.1

(0.1)

(3)0369

12

2002 2003 2004 2005 2006 2007

EB

ITD

A (R

MB

bn)

-1001020304050

(%)

EBITDA EBITDA margin

(1.03)

(0.31) (0.56)(0.20)

1.07 1.20

0.24

(1.5)(1.0)(0.5)

0.00.51.01.5

2002 2003 2004 2005 2006 2007 1Q08

PB

T (R

MB

bn)

1

1

1

Page 18: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

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Customer-focused innovative information service strategyThis acquisition enables the company to provide integrated services to enhance our competitiveness…

…by maintaining our current branding and business strategy for the three customer groups, whilst further enhancing customer value through the addition of mobile services

Differentiated Mobile Service

Government and Enterprise customers

Household customers

Individual customers

Integrate Communication for Enterprise: Integrated VPN

Customized services for special demand for security/environmental protection

High speed industry application solutions

CDMA+WiFi

Personal information serviceSeamless Broadband service

Mobile internet service

e8 package e6 package

Communication applicationIndustry applicationInformation application

Individual brand

Page 19: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

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Mobile service strategy: customer-focused differentiated competitive strategy

Increase market share

Gradually improve

profitability

Innovative business plan

Improve network coverage

and enhance service quality

Rapidly expand subscriber base and realize economy of scale

Fully utilize resources of the existing fixed line network and newly acquired CDMA network to enhance return on incremental investment

Strong brand recognitionFocus on mid-to high end customersSatisfy special market demand

Strong brand recognitionFocus on mid-to high end customersSatisfy special market demand

Fully utilize resources such as existing network, marketing channel, human resources, etc.Implement reasonable cost control policy

Fully utilize resources such as existing network, marketing channel, human resources, etc.Implement reasonable cost control policy

Combine fixed-line and mobile services

Fully develop industry value chain

Combine fixed-line and mobile services

Fully develop industry value chain

Improve network quality

Achieve network upgrade

Improve network quality

Achieve network upgrade

Focus on mid to high-end customers, and provide differentiated services

Page 20: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

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Immediate entry into and benefit from the fast-growing and profitable Chinese mobile market

Maintain operational and financial flexibilities

Achieve full service platform to enhance competitiveness

Value creation from operational synergies

Shareholder value enhancement

Summary

Page 21: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

Thank you

Page 22: China Telecom Corporation Limited - i3.sinaimg.cni3.sinaimg.cn/IT/images/2008-06-02/U2176P2T78D12435F1070DT... · China Telecom Corporation Limited 2 June 2008 . 2 ... existing network,

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Appendix: Indicative timetable

From todayAnnouncement of framework agreementDue diligence and negotiation of Detailed Transaction Agreements and lease agreement

July – AugustExecute Detailed Transaction Agreements with China UnicomFinalize lease agreement with China Telecom Group

Min. 45 days after notice China Telecom shareholder EGM

Within 3 days uponsatisfying pre-closing

conditionsBegin Business transfer/First payment date

Within 3 days of completion of Business

transferSecond payment date

Before 31st March 2009 Third payment date

As soon as possible after detailed transaction agreement execution

Distribute Circular and Notice of EGM