SECURITIESTable ANDof EXCHANGE COMMISSION Contents

PursuantTable to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Contents

(StockTable Code:of 2332) Contents

1Table of Contents

TheTable Group’s strategy has been to continually evaluate various business options to maximise returns to our shareholders. Since our listing in 2004, the Group has completed a number of transactions which included the sale of its entire indirect interest in the Indian operation in May 2007, and subsequent payment of a special dividend of HK$6.75 per share and the payment of a further special dividend in December 2008 of HK$7 per share. In 2009, this strategy continued with the spin-off of the Group’s entire indirect interest in the Hong Kong and Macau operations in May, and the sale of the Group’s entire indirect interest in the Israel operation in October. Contents

As disclosedTable previously in the Company’s 2008 annual report and 2009 interim report, we have been in discussion with the staff of the US Securities and Exchange Commission regarding the accounting treatment of the sale and leaseback of base station tower sites entered into by the Group’s Indonesia operation. The 2008 consolidated accounts, which treated this transaction as an operating lease, have been restated to reflect this transaction as a finance lease. We have sought and received confirmation from the Offeror that the Proposal for privatisation remains unaffected by the decision of the Company to amend and restate its previously reported accounts for the year ended 31 December 2008. Contents

2Table of Contents

DividendsTable of Contents

IndonesiaTable of Contents

ProfitTable on disposal of investments and others, net was HK$423 million, including a profit of HK$268 million on the disposal of base station tower sites and other income of HK$155 million mainly related to compensation received from network suppliers in the form of credit vouchers. Contents

OperatingTable profitof was HK$78 million compared to HK$80 million in 2008. Contents

HongTable Kong,of 4 March 2010 Contents

2.Table Basis of Preparation and Principal Accounting PoliciesContents

12Table of Contents

DuringTable the year, the Group has adopted all of the new or revised IFRS, which term collectively includes International Accounting Standards (“IAS”) and related interpretations that are relevant to its operations and effective for accounting periods beginning on 1 January 2009: Contents

*Table “Others”of segment for the year ended 31 December 2009 comprised Sri Lanka and Corporate.Contents

OnTable 17 January 2008, Hutchison Telecommunications International (Cayman) Holdings Limited, a wholly-owned subsidiary of the Company, entered into an agreement to sell the indirect interests in the Ghana operation for a cash consideration of HK$583 million. The transaction was completed on 11 July 2008 and the Group has realised a gain of HK$298 million. Contents

16Table of Contents

(a)Table During the year ended 31 December 2008, the Company declared and paid a special cash dividend of HK$7 per share, or approximately HK$33,700 million in aggregate.Contents

BasicTable of Contents

DilutedTable of Contents

10.Table Tradeof PayablesContents

InTable 2008, the Group was granted a secured revolving credit and term loan facility of a maximum aggregate amount of US$2,500 million (approximately HK$19,376 million) from an indirect subsidiary of HWL at a floating interest rate of LIBOR + 2.45% per annum and a final maturity date of 15 November 2011. The facility is secured by the assets, rights and business and the issued share capital of the Company and/or certain of its subsidiaries and is guaranteed by the Company and certain of its subsidiaries. In 2009, this facility was amended and restated, pursuant to which the indirect subsidiary of HWL agreed to make available to the Group a senior secured term loan/revolving credit facility in the maximum aggregate amount of US$1,790 million (approximately HK$13,872 million) in two tranches at a floating interest rate of LIBOR + 2.45% per annum and a final maturity date of 15 November 2011. As at 31 December 2009, the facility amount available to the Group pertaining to the revolving credit facility was US$1,340 million (approximately HK$10,452 million) and there was no outstanding loan due to the HWL indirect subsidiary. Contents

OnTable 8 January 2010, Hutchison Telecommunications Holdings Limited (“HTHL”), an indirect wholly-owned subsidiary of HWL, requested the Board of Directors of the Company to put forward a proposal to privatise the Company by way of a scheme of arrangement under Section 86 of the Companies Law of the Cayman Islands (the “Scheme”). The Scheme will provide that the Scheme Shares (being shares of the Company other than those held by HTHL and Hutchison Telecommunications Investment Holdings Limited and including all shares underlying the American depositary shares of the Company) will be cancelled in exchange for HK$2.2 in cash for each Scheme Share. Details of the Scheme will be set out in a scheme document which is expected to be despatched to the shareholders of the Company subsequent to the date of this announcement. Contents

TheTable Board has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 of the Listing Rules (the “Model Code”) which is supplemented by the Securities Trading Policy as the Company’s code of conduct regarding Directors’ securities transactions. The Securities Trading Policy also applies to all personnel of the Company and its subsidiaries and all transactions in the Company’s securities. All Directors of the Company have confirmed that throughout the year ended 31 December 2009, they have complied with the provisions of both the Model Code and the Securities Trading Policy. Contents

(StockTable Code:of 2332) Contents

VietnamTable of Contents

UnauditedTable Keyof Performance Indicators for Fourth Quarter 2009 Contents

(6)Table Theof data for Hong Kong (incl Macau), Israel and Thailand are excluded.Contents

Notes:Table of Contents

FinancialTable Highlights:of Contents

VietnamTable - The Group’s Vietnam operation Vietnamobile achieved solid results in its first nine months of operation and ended the year with a customer base of approximately 2.5 million, supported by a network of over 3,800 base stations on-air and 80% population coverage. Turnover for the year was HK$141 million and LBITDA was HK$361 million. Operating loss for the year was HK$433 million and capital expenditure increased to HK$646 million compared to HK$259 million in 2008. Contents

ForTable enquiries,of please contact: Contents

Notes:Table of Contents

(2)Table Serviceof Revenues are defined as the direct recurring service revenues plus roaming revenues.Contents

(2)Table Theof data for Hong Kong (incl Macau), Israel and Thailand are excluded.Contents

MonthlyTable Return of Equity Issuer on Movements in Securities Contents

ShareTable Options (under Share Option Schemes of the Issuer) Contents

OtherTable Movementsof in Issued Share Capital Contents

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~6-K~~D.C. 20549

~~REPORT~~FORM OF6-K ~~FOREIGN PRIVATE ISSUER~~

~~PURSUANT~~REPORT TOOF ~~RULE~~FOREIGN ~~13a-16~~PRIVATE ORISSUER ~~15d-16 OF THE~~

~~SECURITIES~~PURSUANT ~~EXCHANGE~~TO ~~ACT~~RULE 13a-16 OR 15d-16 OF ~~1934~~ THE

~~FOR~~SECURITIES ~~THE~~EXCHANGE ~~MONTH~~ACT OF ~~MARCH 2010~~ 1934

~~HUTCHISON~~FOR ~~TELECOMMUNICATIONS~~THE ~~INTERNATIONAL~~MONTH ~~LIMITED~~OF MARCH 2010

~~(Translation~~HUTCHISON ofTELECOMMUNICATIONS ~~Registrant’s Name into English)~~

~~20/F,~~INTERNATIONAL ~~Hutchison~~LIMITED ~~Telecom Tower~~

99(Translation ~~Cheung~~of ~~Fai~~Registrant’s ~~Road~~Name into English)

~~Tsing~~20/F, YiHutchison Telecom Tower

~~Hong~~99 ~~Kong~~Cheung Fai Road

~~(Address~~Tsing ofYi ~~Registrant’s Principal Executive Offices)~~

~~(Indicate~~Hong byKong ~~check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.)~~

~~Form 20-F x Form~~(Address ~~40-F ¨~~of Registrant’s Principal Executive Offices)

(Indicate by check mark whether the registrant byfiles ~~furnishing~~or ~~the~~will ~~information~~file ~~contained~~annual inreports ~~this~~under cover Form is20-F ~~also~~or ~~thereby~~Form ~~furnishing the information to the Commission pursuant to Rule 12g3~~40-~~2(b~~F.) ~~under the Securities Exchange Act of 1934). Yes ¨ No x~~

IfForm ~~“Yes”~~20-F x Form ~~is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3~~40-~~2(b):~~ F ¨

~~EXHIBITS~~(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934).

Exhibit		Description
1.1		Announcement dated March 4, 2010 relating to the Registrant’s audited results for the financial year ended December 31, 2009
1.2		Announcement dated March 4, 2010 relating to the Registrant’s key performance indicators for the quarter ended December 31, 2009
1.3		Press release dated March 4, 2010 regarding Registrant’s audited results for the financial year ended December 31, 2009 and key performance indicators for the quarter ended December 31, 2009
1.4		Monthly Return of Equity Issuer on Movements in Securities for the month ended February 28, 2010 submitted by the Registrant on March 4, 2010 for publication by The Stock Exchange of Hong Kong Limited

Yes ¨ No x

~~SIGNATURE~~If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

~~Date:~~EXHIBITS ~~March 5, 2010~~

HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LIMITED By: /S/ CHRISTOPHER FOLL Christopher Foll Chief Financial Officer


Exhibit		Description

1.1		2009 Annual Report.

1.2		Circular dated March 15, 2010 regarding matters to be approved at the annual general meeting of the Registrant (the “Annual General Meeting”) to be held on May 26, 2010.

1.3		Announcement dated March 15, 2010 providing notice of the Annual General Meeting.

1.4		Voting Instruction Card for holders of American Depositary Shares relating to the Annual General Meeting.

1.5		Form of proxy for use at the Annual General Meeting.

~~Exhibit~~SIGNATURE ~~1.1~~

~~Hong~~Pursuant ~~Kong~~to ~~Exchanges~~the ~~and~~requirements ~~Clearing~~of ~~Limited~~the ~~and~~Securities ~~The Stock~~ Exchange ofAct ~~Hong Kong Limited take no responsibility for the contents~~ of ~~this announcement~~1934, ~~make~~the noregistrant ~~representation~~has asduly tocaused ~~its~~this ~~accuracy~~report orto ~~completeness~~be ~~and~~signed ~~expressly~~on ~~disclaim~~its ~~any~~behalf ~~liability~~by ~~whatsoever for any loss howsoever arising from or in reliance upon~~ the ~~whole~~undersigned, orthereunto ~~any~~duly ~~part of the contents of this announcement~~authorized.

~~HUTCHISON~~Date: ~~TELECOMMUNICATIONS~~March 16, ~~INTERNATIONAL~~2010 ~~LIMITED~~

~~(incorporated~~HUTCHISON inTELECOMMUNICATIONS ~~the~~INTERNATIONAL ~~Cayman~~LIMITED ~~Islands~~By: ~~with~~/s/ ~~limited~~Christopher ~~liability)~~Foll Christopher Foll Chief Financial Officer

~~ANNOUNCEMENT~~Exhibit 1.1

LOGO

~~AUDITED~~Hutchison ~~RESULTS~~Telecom ~~FOR THE YEAR ENDED 31 DECEMBER 2009~~

~~HIGHLIGHTS~~2009 Annual Report

	2008			2009
	(Restated1) HK$ millions			HK$ millions
Turnover		1,808			1,856
Operating loss		(813	)		(2,069	)
Loss for the year from continuing operations		(728	)		(2,736	)
Profit for the year from discontinued operations		2,396			8,517
Profit for the year		1,668			5,781
Profit attributable to equity holders of the Company		1,132			4,940
Basic earnings per share attributable to equity holders of the Company	HK$	0.24		HK$	1.03

driving

~~Note~~growth 1: The 2008 results have been reclassified to reflect the deconsolidation of the financial results of the Hong Kong and Macau, and Israel operations. In addition, as disclosed in previous reports, the staff of the US Securities and Exchange Commission has questioned the accounting treatment of the sale and leaseback of base station tower sites in 2008. In view of the judgmental aspects of this complex issue, the 2008 accounts have been restated to reflect the accounting for the transaction as a finance lease (for further details see Note 2(b) to the accounts).

•creating ~~Group~~value ~~mobile customer base increased 97.6% year-on-year to approximately 12.8 million~~

•Hutchison ~~Profit~~Telecommunications ~~for~~International ~~the~~Limited ~~year of HK$5,781 million~~

•(SEHK ~~Sale~~Stock ofCode: ~~entire~~2332 ~~indirect~~/ ~~interest~~NYSE inTicker: ~~Israel~~HTX) ~~operation - disposal gain approximately HK$6,333 million~~

•A ~~Spin-off~~Hutchison ofWhampoa ~~indirect~~Company ~~interest in Hong Kong and Macau operations in May 2009~~

~~CHAIRMAN’S~~Corporate ~~STATEMENT~~Information BOARD OF DIRECTORS AUDIT COMMITTEE Chairman and Non-executive Director Kevin WESTLEY (Chairman) FOK Kin-ning, Canning, BA, DFM, CA (Aus) KWAN Kai Cheong John W STANTON Executive Directors LUI Dennis Pok Man, BSc REMUNERATION COMMITTEE Chief Executive Officer FOK Kin-ning, Canning (Chairman) KWAN Kai Cheong Kevin WESTLEY Christopher John FOLL, B. Compt, FCA (Aus) Chief Financial Officer CHAN Ting Yu, LLB, BA, PCLL (also Alternate to Lui Dennis Pok Man) COMPANY SECRETARY Non-executive Directors Edith SHIH, BSE, MA, MA, EdM, Solicitor, FCIS, FCS(PE) CHOW WOO Mo Fong, Susan, BSc (also Alternate to Fok Kin-ning, Canning and Frank John Sixt) AUDITOR Frank John SIXT, MA, LLL PricewaterhouseCoopers Independent Non-executive Directors PRINCIPAL BANKERS KWAN Kai Cheong, BA, CA (Aus) John W STANTON, BA, MBA Kevin WESTLEY, BA, FCA The Hongkong and Shanghai BankingCorporation Limited Standard Chartered Bank (Hong Kong) Limited Alternate Director WOO Chiu Man, Cliff, BSc Chief Technology Officer (Alternate to Christopher John Foll)

On 8 January 2010, Hutchison Telecommunications Holdings Limited (the “Offeror”), an indirect wholly-owned subsidiary of Hutchison Whampoa Limited (“HWL”), requested the Board of Directors of the Company to put forward a proposal to shareholders of the Company other than the Offeror and Hutchison Telecommunications Investment Holdings Limited regarding a proposed privatisation of the Company by way of scheme of arrangement under section 86 of the Cayman Islands Companies Law (the “Proposal”2).


		Contents

		2		Five Years of Achievement

		4		Overview

		5		Financial Highlights

		6		Chairman’s Statement

		10		Awards and Milestones

		12		The Board and Management

				Operations Review

		16		Indonesia

		18		Vietnam

		20		Sri Lanka

		21		Staff and Community

		22		Management Discussion and Analysis

		43		Directors’ Report

		59		Corporate Governance Report

				Consolidated Financial Statements and Supplementary Information

		69		Independent Auditor’s Report

		70		Consolidated Income Statement

		71		Consolidated Statement of Comprehensive Income

		72		Consolidated Statement of Financial Position

		73		Consolidated Statement of Cash Flows

		75		Consolidated Statement of Changes in Equity

		77		Notes to the Accounts

		147		Principal Subsidiaries

		148		Five-year Financial Summary

~~During~~Five ~~2009,~~Years the Group has made progress in its emerging operations in Vietnam and Indonesia. In Vietnam, we successfully launched our GSM services in the second quarter under the brand name “Vietnamobile”. By the end of ~~2009,~~Achievement ~~our customer base in Vietnam had approximately 2.5 million and our nationwide network had more than 3,800 base stations on-air with an 80% population coverage.~~

Equally in our Indonesia operation, the business continued to experience solid growth in all key aspects; our customer base and revenue grew approximately 90% year-on-year; our footprint expanded to Kalimantan and Sulawesi with nationwide network coverage reaching 76% of the population; and leveraging on the strong “3” brand and our award winning marketing campaigns we were the first in Indonesia to launch Facebook and Twitter applications via SMS.


Five Years of Achievement
	Hutchison Telecom celebrated its fifth anniversary of its dual listing in Hong Kong on The Stock Exchange of Hong Kong Limited and in the US on the New York Stock Exchange, Inc. in October 2009. In that short span of time, we have unlocked and delivered significant value to our shareholders. Hutchison Telecom generated total returns adjusted for dividends and the Hong Kong and Macau spin-off of about 178% for our shareholders, translating to an annualised return of about 22% per annum.

	2004	2007

	n Hutchison Telecommunications International Limited (“Hutchison Telecom”) listed on the New York Stock Exchange, Inc. (“NYSE”) and The Stock Exchange of Hong Kong Limited (“SEHK”) on 14 and 15 October 2004 respectively.	n Completed the disposal of our indirect interest in the India operation, delivering a gain of HK$69 billion.
		n Paid a special dividend of HK$6.75 per share.
		n Launched businesses in Indonesia and Vietnam.

~~Note~~ 2: Hutchison ~~For~~Telecommunications International ~~further~~Limited 2009 ~~details~~Annual of the Proposal and proposed timetable for despatch of the scheme document, please see the joint announcement of the Offeror, HWL and the Company dated 8 January 2010, the announcement of the Company dated 15 January 2010 and the joint announcement of the Offeror, HWL and the Company dated 28 January 2010 which were posted on the Company’s website on 8 January 2010, 15 January 2010 and 28 January 2010 respectively and filed with the US Securities and Exchange Commission under Form 6K on 8 January 2010, 15 January 2010 and 28 January 2010 respectively.Report

~~Results~~Five Years of Achievement

LOGO

The following Group and Operations Review are based on the 2008 comparative figures reclassified for the deconsolidation of the Hong Kong and Macau, and Israel operations and restated for the change in accounting treatment in the Indonesia operation.

~~The~~Hutchison ~~Group recorded a profit for the year of HK$5,781 million, including HK$6,333 million~~Telecommunications ~~related~~International toLimited 2009 ~~the~~Annual ~~gain~~Report 3 ~~on disposal of the entire indirect interest in Partner Communications Company Ltd., the operating company for our Israel operation. Basic earnings per share was HK$1.03 compared to HK$0.24 in 2008.~~

On Overview 7 May 2009, the Company completed the payment of an interim dividend which was satisfied by way of distribution in specie of the entire share capital of Hutchison Telecommunications Hong Kong Holdings Limited. The Board did not recommend a final dividend for the year ended 31 December 2009.

~~Operations~~As a well established mobile service operator, Hutchison Telecom currently addresses high-growth Asian markets in Indonesia, Vietnam and Sri Lanka.

In the five years since listing on the SEHK and the NYSE in October 2004, the Group ~~Review~~has created value, achieved growth and delivered returns to shareholders.

~~Financial~~ Driving ~~results~~growth ~~for the year ended 31 December 2009~~

~~Turnover~~The ofGroup ~~the~~can ~~Group~~look ~~was~~back ~~HK$1,856~~on ~~million,~~a ansuccessful ~~increase~~record of ~~2.7%~~generating ~~compared~~growth toby ~~HK$1,808~~adopting ~~million~~a inprudent ~~2008.~~approach ~~The~~to ~~increase~~exploring ~~was driven mainly from our Indonesia~~ and ~~Vietnam~~ ~~operations,~~capitalising ~~partially~~on ~~offset~~greenfield byopportunities ~~a revenue decrease~~ in ~~Sri~~emerging ~~Lanka and Thailand operations~~markets. ~~Turnover from Thailand represented 56.3% of the Group’s total turnover, Indonesia accounted for 32.8%, Vietnam for 7.6% and Sri Lanka for 3.3%.~~

~~Loss~~In ~~before interest~~2009, ~~tax,~~the ~~depreciation~~Group ~~and~~continued ~~amortisation (“LBITDA”) increased~~ to ~~HK$1,784~~build ~~million~~scale ~~compared~~as toa ~~HK$1,632~~result ~~million~~of ~~in 2008.~~ongoing ~~The~~investment ~~increase~~ in ~~LBITDA~~its ~~was~~networks, ~~mainly~~and ~~due~~by toenhancing ~~the~~operational efficiencies ~~higher~~at ~~network~~every ~~operating~~opportunity. ~~expenses~~Our inglobal ~~Indonesia~~customer asbase aalmost ~~result~~doubled ofin ~~the expanded network and the~~ number ~~of base stations~~ year-on-~~air,~~year ~~which~~to ~~increased~~ approximately ~~40%~~12.8 million ~~compared~~by tothe ~~2008.~~end ~~Additional~~of ~~operating expenses~~2009. ~~were~~This ~~also~~was ~~incurred~~driven ~~with~~mainly by the ~~launch~~growth ofin ~~Vietnam~~our ~~GSM~~mobile ~~services~~operations in ~~the~~Indonesia ~~second~~and ~~quarter of 2009~~Vietnam.

~~Depreciation~~The Group’s Indonesia operation reported good progress for the year, and ~~amortisation~~expanded ~~was~~its ~~HK$708~~network to each of the ~~million,~~nation’s anmajor ~~increase~~islands within less than three years of 4launch.9% ~~compared~~In toVietnam, ~~HK$675~~our ~~million~~operation’s insuccessful ~~2008.~~launch ~~Excluding~~of GSM services under the ~~one-time~~Vietnamobile ~~accelerated~~brand ~~depreciation~~has ~~recognised~~progressed invery ~~the~~positively. ~~prior~~In ~~year~~addition, we registered some growth in our Sri ~~Vietnam~~Lanka ~~operation,~~customer ~~depreciation~~base ~~and~~in ~~amortisation~~the ~~for~~second ~~2009~~half ~~would~~of ~~have~~2009. ~~increased~~The ~~39.4%~~discussions ~~compared~~on ~~to 2008,~~the ~~mainly~~disposal ~~reflecting~~of the ~~network~~business ~~expansion~~ in ~~Indonesia~~Thailand ~~and~~are ~~Vietnam~~ongoing.

~~Profit~~Creating onvalue disposal of investments and others, net from continuing operations was HK$423 million, including a profit of HK$268 million on sale of base station tower sites and other income of HK$155 million, compared to HK$1,494 million in 2008.

3Year 2009 saw the Group unlock significant shareholder value from the spin-off of the Hong Kong and Macau operations in May. The Group paid an interim dividend by way of a distribution in specie of the entire share capital of HTHKH (SEHK Stock Code: 215).

~~Operating~~In October, ~~loss~~the ~~from~~Group ~~continuing~~realised ~~operations~~more ~~was~~value ~~HK$2,069~~with ~~million,~~the ~~compared~~disposal toof ~~HK$813~~its ~~million~~investment in ~~2008. Excluding~~Partner ~~the~~Communications ~~profit~~in onIsrael, ~~disposal~~thereby ofmonetising ~~base~~growth ~~station~~created ~~tower~~from ~~sites~~more ~~and~~than ~~other~~10 ~~one-time~~years ~~items,~~of ~~operating~~investment. ~~loss~~This ~~for~~enhanced the ~~year~~Group’s ~~would~~financial ~~have been HK$2~~base,~~492~~ ~~million~~as ~~compared~~the toproceeds will ~~HK$1,984~~be ~~million~~retained into ~~2008~~fund onits aongoing ~~like-for-like basis~~businesses, ~~and~~particularly ~~reflected~~in ~~the~~Indonesia ~~expanded~~and ~~footprint of our operations year-on-year~~Vietnam.

In ~~2009~~January 2010, the Group received ~~recorded~~ a ~~net~~proposal ~~interest~~from ~~expense~~an ofindirect ~~HK$638~~wholly-owned ~~million,~~subsidiary ~~compared to a net interest income~~ of ~~HK$164~~ ~~million~~its inparent ~~2008. This was mainly due to the payment of a special dividend totalling approximately HK$33.7 billion in December 2008~~company, ~~which~~Hutchison ~~significantly~~Whampoa ~~reduced the Group’s cash balance. The interest expense in 2009 comprised mainly the notional non-cash interest accretion~~Limited, ~~the~~to ~~interest~~privatise ~~expenses~~Hutchison onTelecom ~~finance~~by ~~lease~~way ~~obligations~~of ~~and~~scheme ~~the finance charges which arose from the drawdown~~ of anarrangement ~~inter-group~~under ~~loan~~section ~~provided~~86 ~~by a subsidiary~~ of ~~HWL~~the ~~which~~Cayman ~~was~~Islands ~~fully~~Companies ~~repaid~~Law in (the ~~fourth quarter of~~“Proposal ~~2009~~1”).

~~Loss~~The ~~for~~value ~~the~~created ~~year~~for ~~from~~our ~~continuing~~shareholders ~~operations~~over ~~was~~the ~~HK$2,736~~five ~~million,~~years ~~compared~~since tolisting ~~HK$728~~has ~~million~~been inan ~~2008.~~impressive Ifachievement ~~profit~~based on ~~disposal~~pursuing ofcarefully-chosen ~~base station~~opportunities ~~tower~~with ~~sites~~a ~~and~~measured ~~other~~approach. ~~one-time~~Looking into ~~items were excluded~~2010, the Group ~~would~~will ~~have~~continue ~~reported~~to awork ~~loss~~on ofbuilding ~~HK$3,159~~out ~~million~~its ~~compared~~principal togrowth ~~HK$1,899~~markets ~~million~~to inbecome ~~2008~~fully competitive.

~~Capital~~Note ~~expenditure~~1: For further details of ~~continuing~~the ~~operations~~Proposal ~~was~~and ~~HK$3~~proposed timetable for despatch of the scheme document,~~662~~ ~~million~~please ~~compared~~see tothe ~~HK$3~~joint announcement of Hutchison Telecommunications Holdings Limited (the “Offeror”),~~509~~ ~~million~~Hutchison inWhampoa ~~2008.~~Limited (“HWL”) and the Company dated 8 January 2010, the announcement of the Company dated 15 January 2010 and the joint announcement of the Offeror, HWL and the Company dated 28 January 2010 which were posted on the Company‘s website on 8 January 2010, 15 January 2010 and 28 January 2010 respectively and filed with the US Securities and Exchange Commission under Form 6-K on 8 January 2010, 15 January 2010 and 28 January 2010 respectively.

~~Operations~~4 Hutchison ~~Review~~Telecommunications International Limited 2009 Annual Report

~~Our Indonesia operation further expanded its customer base in 2009 by adding over four million customers and exited the year with more than 8.5 million customers. This growth was achieved through a~~Financial growing sales and distribution network of approximately 110,000 sales outlets and increased coverage of our network. To date our network has more than 8,800 on-air base stations covering 76% population of the country. Highlights

LOGO

~~Turnover~~Hutchison ~~increased~~Telecommunications International ~~93.0%~~Limited 2009 toAnnual ~~HK$608 million compared to HK$315 million in 2008, driven mainly by the 89.~~Report 5% growth in customer base. LBITDA was HK$1,300 million, compared to HK$1,153 million in 2008, and the increase was due mainly to the increased network costs as a result of the expanded footprint. The increase in network costs and other operating expenses was partially offset by the foreign exchange gain that arose from the translation of the finance lease obligations related to the sale and leaseback of the base station tower sites, while in 2008 an exchange loss was recorded.

4 Chairman’s Statement

~~During~~The ~~the~~Group’s ~~year,~~strategy ~~969~~has ~~base~~been ~~station~~to ~~tower~~continually ~~sites~~evaluate ~~were~~various ~~sold~~business options to PTmaximise ~~Profesional~~returns ~~Telekomunikasi~~to ~~Indonesia (“Protelindo”)~~our shareholders. ~~Together~~Since ~~with~~our 2listing in 2004,~~248~~ ~~tower~~the ~~sites~~Group ~~sold~~has completed a number of transactions which included the sale of its entire indirect interest in ~~2008~~the Indian operation in May 2007, and subsequent payment of a ~~total~~special dividend of 3HK$6.75 per share and the payment of a further special dividend in December 2008 of HK$7 per share. In 2009,~~217~~ ~~base~~this ~~station~~strategy ~~tower~~continued ~~sites~~with ~~were~~the ~~sold~~spin-off byof the ~~end~~Group’s entire indirect interest in the Hong Kong and Macau operations in May, and the sale of ~~2009~~the Group’s entire indirect interest in the Israel operation in October.

~~Operating~~On ~~loss~~8 January ~~for~~2010, Hutchison Telecommunications Holdings Limited (the ~~year~~“Offeror”), ~~was~~an ~~HK$1~~indirect wholly-owned subsidiary of Hutchison Whampoa Limited (“HWL”),~~456~~ ~~million~~requested ~~compared~~the Board of Directors of the Company to ~~HK$353~~put forward ~~million~~a inproposal ~~2008.~~to Ifshareholders of the ~~profit~~Company onother ~~disposal~~than ofthe ~~investments~~Offeror and ~~others,~~Hutchison ~~net~~Telecommunications ~~was~~Investment ~~excluded~~Holdings inLimited ~~each~~regarding ~~year,~~a ~~the~~proposed ~~Group’s~~privatisation ~~Indonesia~~of ~~operation~~the ~~would~~Company ~~have~~by ~~reported~~way anof ~~operating loss~~scheme of ~~HK$1,879~~arrangement ~~million~~under insection ~~2009~~86 ~~compared~~of tothe ~~HK$1,549~~Cayman Islands ~~million~~Companies inLaw ~~2008~~(the “Proposal1”).

~~Capital~~As ~~expenditure~~disclosed onpreviously ~~fixed~~in ~~assets~~the inCompany’s 2008 annual report and 2009 ~~was~~interim ~~HK$2~~report,~~864~~ ~~million~~we have been in discussion with the staff ~~compared~~of tothe ~~HK$3,030~~US ~~million~~Securities inand Exchange Commission regarding the accounting treatment of the sale and leaseback of base station tower sites entered into by the Group’s Indonesia operation. The 2008 consolidated accounts, which treated this transaction as an operating lease, have been restated to reflect this transaction as a finance lease. We have sought and ~~was~~received ~~mainly~~confirmation from the Offeror that the Proposal for privatisation remains unaffected by the ~~network~~decision ~~rollout~~of the Company to amend and ~~information~~restate ~~technology~~its ~~platform~~previously toreported ~~support~~accounts for the ~~business~~year ~~growth~~ended 31 December 2008.

~~Total~~During ~~debt at the end of~~ 2009 ~~was HK$1~~,~~916~~ ~~million~~the ~~compared~~Group tohas ~~HK$2,034~~made ~~million~~progress in ~~2008.~~its ~~This~~emerging ~~included~~operations ~~mainly the finance lease obligation amounting to HK$1,697 million and HK$1,086 million~~ in ~~2009~~Vietnam and ~~2008~~Indonesia. ~~respectively~~In Vietnam, ~~arising~~we ~~from~~successfully ~~the sale~~launched ~~and~~our ~~leaseback~~GSM ~~arrangement~~services ofin the ~~base~~second ~~station~~quarter ~~tower~~under ~~sites~~the ~~sold~~brand toname ~~Protelindo~~“Vietnamobile”. ABy ~~vendor finance loan of HK$948 million included in~~ the ~~total~~end ~~debt~~ of ~~2008~~2009, ~~was~~our ~~fully~~customer ~~repaid~~base ~~during~~in ~~the~~Vietnam ~~first~~had ~~half~~approximately of2.5 million ~~2009,~~and ~~the~~our ~~repayment~~nationwide ~~was~~network ~~funded~~had bymore ~~drawing down~~than ~~the~~3,800 ~~loan~~base ~~facility~~stations ~~provided~~on-air bywith aan ~~subsidiary~~80% ofpopulation ~~HWL~~coverage.

~~Vietnam~~Equally in our Indonesia operation, the business continued to experience solid growth in all key aspects; our customer base and revenue grew approximately 90% year-on-year; our footprint expanded to Kalimantan and Sulawesi with nationwide network coverage reaching 76% of the population; and leveraging on the strong “3” brand and our award winning marketing campaigns we were the first in Indonesia to launch Facebook and Twitter applications via SMS.

~~Our~~Results Vietnam operation delivered encouraging results in its first year of GSM operation and achieved a customer base of approximately 2.5 million, which was supported by a network of more than 3,800 base stations on-air and 80% population coverage. This was achieved within only nine months of operation since service launch.

~~Turnover~~The ~~for the~~following ~~year~~Group ~~was~~and ~~HK$141~~Operations ~~million,~~Review ~~which~~are ~~comprised~~based ~~mainly~~on the ~~airtime~~2008 ~~revenue~~comparative ~~recognised~~figures ~~from~~reclassified for the ~~prepaid~~deconsolidation ~~customer~~of ~~base.~~the ~~LBITDA~~Hong ~~was~~Kong ~~HK$361~~and ~~million compared to HK$290 million in 2008~~Macau, ~~primarily~~and aIsrael ~~result~~operations ~~of higher network~~ and ~~other~~restated ~~operating~~for ~~costs incurred since~~ the ~~launch~~change ofin ~~GSM~~accounting treatment ~~services~~ in the ~~second~~Indonesia ~~quarter~~operation.

~~Operating~~The ~~loss~~Group ~~reduced~~recorded toa ~~HK$433~~profit ~~million,~~for ~~compared~~the toyear of HK$~~520~~5,781 million, inincluding ~~2008~~HK$6,333 ~~mainly due~~million related to the ~~absence~~gain ofon adisposal ~~one-time~~of ~~accelerated~~the ~~depreciation~~entire ~~recognised~~indirect interest in Partner Communications Company Ltd., the ~~prior~~operating ~~year~~company ~~that~~for ~~related~~our ~~mainly~~Israel tooperation. ~~the~~Basic ~~non-reusable~~earnings ~~CDMA~~per ~~equipment,~~share ~~which~~was ~~has~~HK$1.03 ~~been~~compared ~~replaced~~to ~~with~~HK$0.24 ~~GSM~~in ~~equipment~~2008.

~~Capital~~Dividends ~~expenditure on fixed assets increased to HK$646 million compared to HK$259 million in 2008, was mainly for the GSM network rollout.~~

~~Thailand~~On 7 May 2009, the Company completed the payment of an interim dividend which was satisfied by way of distribution in specie of the entire share capital of Hutchison Telecommunications Hong Kong Holdings Limited. The Board did not recommend a final dividend for the year ended 31 December 2009.

~~Our~~Note ~~Thailand~~1: ~~operation~~For ~~continued~~further todetails ~~deliver~~of ~~positive~~the ~~earnings~~Proposal ~~before~~and ~~interest~~proposed timetable for despatch of the scheme document, ~~tax~~ please see the joint announcement of the Offeror, ~~depreciation~~HWL and ~~amortisation~~the ~~(“EBITDA”)~~Company indated ~~2009~~8 January 2010, ~~although~~the ~~turnover~~announcement ~~decreased~~of ~~12.2%~~the toCompany ~~HK$1,046~~dated ~~million~~15 ~~compared~~January to2010 ~~HK$1,192~~and ~~million~~the injoint ~~2008~~announcement of the Offeror, ~~driven~~HWL ~~mainly~~and bythe Company dated 28 January 2010 which were posted on the ~~reduced~~Company’s ~~customer~~website ~~base~~on of8 ~~955~~January 2010,~~000~~ ~~from~~15 ~~approximately~~January ~~1.1 million~~2010 ~~in 2008.~~and ~~EBITDA~~28 ~~improved~~January ~~slightly~~2010 torespectively ~~HK$83~~and ~~million~~filed ~~compared~~with tothe ~~HK$81~~US ~~million~~Securities inand ~~2008.~~Exchange Commission under Form 6-K on 8 January 2010, 15 January 2010 and 28 January 2010 respectively.

56 Hutchison Telecommunications International Limited 2009 Annual Report

~~Capital~~Chairman’s ~~expenditure on fixed assets decreased to HK$31 million compared to HK$34 million in 2008.~~ Statement

~~The~~ Group ~~remains~~Review ~~in ongoing discussions to exit this operation by way of sale to CAT Telecom Public Company Limited.~~

~~Sri~~Financial ~~Lanka~~results for the year ended 31 December 2009

InTurnover ~~2009~~of the ~~Sri~~Group ~~Lanka~~was ~~operation continued~~HK$1,856 ~~to be affected by the intense market competition~~million, ~~increased government levies and~~ an ~~unstable~~increase ~~economic~~of ~~environment although the hostilities that had affected the country for many years were finally concluded. Our customer base decreased 12.~~2.7% ~~to 779,000~~ compared to ~~887~~HK$1,~~000~~808 million in 2008,. ~~while~~The ~~turnover~~increase was ~~down~~driven ~~61.9%~~mainly from toour ~~HK$61~~Indonesia ~~million~~and ~~compared~~Vietnam ~~to HK$160 million in 2008~~operations, ~~impacted~~partially ~~mainly~~offset by ~~the~~a revenue decrease in ~~customer~~Sri ~~base~~Lanka and ~~lower~~Thailand ~~Average~~operations. ~~Revenue~~Turnover ~~Per~~from ~~User.~~Thailand ~~LBITDA~~represented ~~was~~56.3% ~~HK$94~~of ~~million~~the ~~compared to~~Group’s antotal ~~EBITDA~~turnover, ofIndonesia ~~HK$37~~accounted ~~million~~for ~~in 2008~~32.8%, ~~Operating~~Vietnam ~~loss~~ for ~~the~~7.6% ~~year~~and Sri ~~was~~Lanka ~~HK$142~~for ~~million~~3.3%.

~~New~~Loss ~~management~~before interest, ~~and~~tax, adepreciation ~~renewed~~and ~~focus~~amortisation on(“LBITDA”) ~~sales~~increased ~~and~~to ~~distribution~~HK$1,784 ~~and~~million ~~our~~compared ~~marketing~~to ~~activities~~HK$1,632 ~~resulted~~million in ~~positive~~2008. ~~customer~~The ~~growth~~increase in LBITDA was mainly due to the ~~second~~higher ~~half.~~network Inoperating ~~2010~~expenses wein ~~plan~~Indonesia toas ~~continue~~a ~~this~~result ~~focus~~of ~~and~~the ~~expand~~expanded ~~coverage~~network ~~into~~and ~~some~~the ~~areas~~number of ~~the~~base ~~country~~stations ~~previously~~on-air, ~~closed~~which ~~due~~increased approximately 40% compared to ~~hostilities~~2008. AtAdditional ~~the~~operating ~~end~~expenses ofwere ~~2009, the~~also ~~Sri~~incurred ~~Lanka~~with ~~operation~~the ~~had~~launch ~~over~~of ~~770~~Vietnam ~~base~~GSM ~~stations~~services ~~on-air~~in ~~and~~the ~~over~~second ~~60%~~quarter ~~population~~of ~~coverage~~2009.

~~Hong~~Depreciation ~~Kong~~ and ~~Macau~~amortisation –was ~~Discontinued~~HK$708 million, an increase of 4.9% compared to HK$675 million in 2008. Excluding the one-time accelerated depreciation recognised in the prior year in our ~~operations~~Vietnam operation, depreciation and amortisation for 2009 would have increased 39.4% compared to 2008, mainly reflecting the network expansion in Indonesia and Vietnam.

~~The~~Profit ~~Hong~~on ~~Kong~~disposal of investments and ~~Macau~~others, net from continuing operations ~~contributed~~was HK$~~196~~423 million, ~~from~~including ~~operating~~a ~~activities~~profit toof ~~the~~HK$268 ~~profit~~million ~~for~~on ~~the~~sale ~~period~~of upbase tostation tower sites and other income of ~~7 May~~HK$155 ~~2009~~million, compared to HK$1,494 million in 2008.

~~Israel~~Operating –loss ~~Discontinued~~from ~~operation~~continuing operations was HK$2,069 million, compared to HK$813 million in 2008. Excluding the profit on disposal of base station tower sites and other one-time items, operating loss for the year would have been HK$2,492 million compared to HK$1,984 million in 2008 on a like-for-like basis, and reflected the expanded footprint of our operations year-on-year.

~~The~~In ~~Israel~~2009, ~~operation~~the ~~contributed~~Group recorded a net interest expense of HK$~~8,321~~638 million, compared to ~~the~~a ~~profit~~net ~~for~~interest ~~the~~income of ~~period~~HK$164 upmillion toin ~~28 October 2009~~2008. This iswas ~~comprised~~mainly due to the payment of a special dividend totalling approximately HK$133.7 billion in December 2008,~~988~~ ~~million~~which ~~from~~significantly ~~operating~~reduced ~~activities~~the ~~and~~Group’s ~~HK$6,333~~cash ~~million~~balance. ~~being~~The ainterest expense in 2009 comprised mainly ~~one~~the notional non-~~off~~cash ~~gain~~interest accretion, the interest expenses on ~~disposal~~finance lease obligations and the finance charges which arose from the drawdown of an inter-group loan provided by a subsidiary of HWL which was fully repaid in the fourth quarter of 2009.

ILoss ~~would~~for ~~like~~the year from continuing operations was HK$2,736 million, compared to ~~thank~~HK$728 ~~the~~million ~~Board~~in 2008. If profit on disposal of base ~~Directors~~station tower sites and ~~all~~other one-time items were excluded, the Group’s ~~employees~~would ~~for~~have ~~their~~reported ~~continued~~a ~~hard~~loss ~~work~~of HK$3, ~~support~~159 ~~and~~million ~~dedication~~compared to HK$1,899 million in 2008.

~~FOK~~Capital ~~Kin-ning~~expenditure of continuing operations was HK$3,662 ~~Canning~~million compared to HK$3,509 million in 2008.

~~Chairman~~Hutchison Telecommunications International Limited 2009 Annual Report 7

6 Chairman’s Statement

~~CONSOLIDATED~~ Operations ~~INCOME~~Review ~~STATEMENT~~

		For the year ended 31 December
	Note	2008			2009			2009
		HK$ millions			HK$ millions			US$ millions
		(Restated – Note 2(b))						(Note 11)
Continuing operations:
Turnover	3		1,808			1,856			238
Staff costs			(390	)		(340	)		(44	)
Depreciation and amortisation			(675	)		(708	)		(91	)
Other operating expenses			(3,050	)		(3,300	)		(423	)
Profit on disposal of investments and others, net	5		1,494			423			55
Operating loss			(813	)		(2,069	)		(265	)
Interest income			898			15			2
Interest and other finance costs			(734	)		(653	)		(84	)
Loss before taxation			(649	)		(2,707	)		(347	)
Taxation	6		(79	)		(29	)		(4	)
Loss for the year from continuing operations			(728	)		(2,736	)		(351	)
Discontinued operations:
Profit for the year from discontinued operations			2,396			8,517			1,092
Profit for the year			1,668			5,781			741
Attributable to:
Equity holders of the Company:
- continuing operations			(283	)		(2,592	)		(332	)
- discontinued operations			1,415			7,532			965
			1,132			4,940			633
Minority interest:
- continuing operations			(445	)		(144	)		(18	)
- discontinued operations			981			985			126
			536			841			108
			1,668			5,781			741
Dividends	7		33,700			10,234			1,312
Loss per share from continuing operations attributable to equity holders of the Company
- basic	8	HK$	(0.05	)	HK$	(0.53	)	US$	(0.07	)
- diluted	8	HK$	(0.05	)	HK$	(0.53	)	US$	(0.07	)
Earnings per share attributable to equity holders of the Company
- basic	8	HK$	0.24		HK$	1.03		US$	0.13
- diluted	8	HK$	0.24		HK$	1.03		US$	0.13

Indonesia

7Our Indonesia operation further expanded its customer base in 2009 by adding over four million customers and exited the year with more than 8.5 million customers. This growth was achieved through a growing sales and distribution network of approximately 110,000 sales outlets and increased coverage of our network. To date our network has more than 8,800 on-air base stations covering 76% population of the country.

~~CONSOLIDATED~~Turnover ~~STATEMENT~~increased OF93.0% ~~COMPREHENSIVE~~to ~~INCOME~~HK$608 million compared to HK$315 million in 2008, driven mainly by the 89.5% growth in customer base. LBITDA was HK$1,300 million, compared to HK$1,153 million in 2008, and the increase was due mainly to the increased network costs as a result of the expanded footprint. The increase in network costs and other operating expenses was partially offset by the foreign exchange gain that arose from the translation of the finance lease obligations related to the sale and leaseback of the base station tower sites, while in 2008 an exchange loss was recorded.

	For the year ended 31 December
	2008		2009	2009
	HK$ millions		HK$ millions	US$ millions
	(Restated – Note 2(b))			(Note 11)
Profit for the year	1,668		5,781	741
Other comprehensive income
Actuarial (losses)/gains of defined benefit plans, net of tax	(111	)	34	4
Exchange translation differences	(240	)	651	84
Cash flow hedges
- effective portion of changes in fair value, net of tax	(28	)	—	—
- transfer from equity to income statement, net of tax	28		—	—
Total other comprehensive (expense)/income for the year	(351	)	685	88
Total comprehensive income for the year	1,317		6,466	829
Attributable to:
Equity holders of the Company	717		5,545	711
Minority interest	600		921	118
	1,317		6,466	829

Profit on disposal of investments and others, net was HK$423 million, including a profit of HK$268 million on the disposal of base station tower sites and other income of HK$155 million mainly related to compensation received from network suppliers in the form of credit vouchers.

8During the year, 969 base station tower sites were sold to PT Profesional Telekomunikasi Indonesia (“Protelindo”). Together with 2,248 tower sites sold in 2008, a total of 3,217 base station tower sites were sold by the end of 2009.

~~CONSOLIDATED~~Operating ~~STATEMENT~~loss OFfor ~~FINANCIAL~~the ~~POSITION~~year was HK$1,456 million compared to HK$353 million in 2008. If the profit on disposal of investments and others, net was excluded in each year, the Group’s Indonesia operation would have reported an operating loss of HK$1,879 million in 2009 compared to HK$1,549 million in 2008.

	As at 31 December
	2008		2009	2009
	HK$ millions		HK$ millions	US$ millions
	(Restated – Note 2(b))			(Note 11)
ASSETS
Current assets
Cash and cash equivalents	2,525		4,203	539
Restricted cash	—		1,372	176
Trade and other receivables	4,780		2,199	282
Stocks	463		44	6
Derivative financial assets	48		—	—
Available-for-sale financial assets	—		2,114	271
Total current assets	7,816		9,932	1,274
Assets held for sale	174		—	—
Non-current assets
Fixed assets	18,400		8,589	1,101
Goodwill	6,815		1,632	209
Other intangible assets	7,160		1,001	128
Other non-current assets	3,844		2,234	286
Deferred tax assets	368		—	—
Interests in associates	2		—	—
Interests in jointly-controlled entities	88		—	—
Total non-current assets	36,677		13,456	1,724
Total assets	44,667		23,388	2,998
LIABILITIES
Current liabilities
Trade and other payables	8,069		6,252	802
Borrowings	7,652		470	60
Current income tax liabilities	104		—	—
Derivative financial liabilities	27		5	1
Total current liabilities	15,852		6,727	863
Non-current liabilities
Borrowings	4,434		1,817	233
Deferred tax liabilities	457		—	—
Other non-current liabilities	3,268		2,870	367
Total non-current liabilities	8,159		4,687	600
Total liabilities	24,011		11,414	1,463
EQUITY
Capital and reserves attributable to equity holders of the Company
Share capital	1,204		1,204	154
Reserves	17,265		10,770	1,381
	18,469		11,974	1,535
Minority interest	2,187		—	—
Total equity	20,656		11,974	1,535
Total equity and liabilities	44,667		23,388	2,998
Net current (liabilities)/assets	(8,036	)	3,205	411
Total assets less current liabilities	28,815		16,661	2,135

Capital expenditure on fixed assets in 2009 was HK$2,864 million compared to HK$3,030 million in 2008, and was mainly for the network rollout and information technology platform to support the business growth.

9Total debt at the end of 2009 was HK$1,916 million compared to HK$2,034 million in 2008. This included mainly the finance lease obligation amounting to HK$1,697 million and HK$1,086 million in 2009 and 2008 respectively, arising from the sale and leaseback arrangement of the base station tower sites sold to Protelindo. A vendor finance loan of HK$948 million included in the total debt of 2008 was fully repaid during the first half of 2009, the repayment was funded by drawing down the loan facility provided by a subsidiary of HWL.

1.Vietnam ~~General Information~~

~~Hutchison~~Our ~~Telecommunications~~Vietnam ~~International~~operation delivered ~~Limited~~encouraging ~~(the~~results ~~“Company”) was incorporated~~ in ~~the~~its ~~Cayman~~first ~~Islands~~year onof ~~17 March~~GSM ~~2004~~operation asand achieved a ~~company~~customer ~~with~~base ~~limited liability. The address~~ of ~~its~~approximately ~~registered office is Cricket Square, Hutchins Drive, P~~2.~~O. Box 2681~~5 million, ~~Grand~~which ~~Cayman~~was ~~KY1-1111,~~supported ~~Cayman~~by ~~Islands.~~a ~~The~~network ~~Company’s ordinary shares are listed on the Main Board~~ of ~~The~~more ~~Stock~~than ~~Exchange~~3,800 ofbase ~~Hong~~stations ~~Kong~~on-air ~~Limited,~~ and in80% ~~the~~population ~~form~~coverage. ofThis ~~American~~was ~~Depositary~~achieved within ~~Shares~~only onnine ~~New~~months ~~York~~of ~~Stock~~operation ~~Exchange,~~since ~~Inc~~service launch.

~~The~~Turnover ~~Company~~for ~~and its subsidiaries (together~~ the ~~“Group”)~~year ~~have~~was ~~been~~HK$141 ~~engaged in mobile telecommunications and related businesses in Hong Kong and Macau~~million, ~~Israel,~~which ~~Thailand,~~comprised ~~Indonesia,~~mainly ~~Vietnam and Sri Lanka respectively. The Group also has had a fixed-line telecommunications business in Hong Kong and Israel respectively. During~~ the ~~year ended 31 December 2009,~~airtime ~~the~~revenue ~~Group~~recognised ~~has~~from ~~spun-off Hutchison Telecommunications Hong Kong Holdings Limited (“HTHKH”), a former subsidiary of~~ the ~~Company,~~prepaid bycustomer ~~way of a distribution in specie of the entire share capital of HTHKH, and has disposed of its entire indirect interest in Partner Communications Company Ltd~~base. ~~(“Partner~~LBITDA ~~Communications”).~~was ~~Accordingly,~~HK$361 ~~the~~million ~~Group~~compared ~~has since ceased~~ to ~~engage~~HK$290 inmillion ~~telecommunications and related business~~ in ~~Hong Kong~~2008, ~~Macau~~primarily ~~and~~a ~~Israel.~~result Asof athigher ~~31 December~~network ~~2009, the Group has operations in Indonesia, Vietnam, Thailand~~ and ~~Sri~~other ~~Lanka.~~operating Oncosts ~~8 January~~incurred ~~2010,~~since ~~an indirect wholly-owned subsidiary of Hutchison Whampoa Limited (“HWL”) requested~~ the ~~Board~~launch of ~~Directors~~GSM ofservices ~~the Company to put forward a proposal to privatise the Company as set out~~ in the ~~paragraph~~second ~~below headed “Recent Event”~~quarter.

~~These~~8 Hutchison ~~accounts have been approved for~~Telecommunications ~~issuance~~International byLimited 2009 ~~the~~Annual ~~Board of Directors on 4 March 2010.~~ Report

~~The~~Chairman’s ~~principal accounting policies adopted in the preparation of these consolidated accounts are set out below.~~ Statement

~~(a)~~Operating ~~Basis~~loss reduced to HK$433 million, compared to HK$520 million in 2008, mainly due to the absence of ~~preparation~~a one-time accelerated depreciation recognised in the prior year that related mainly to the non-reusable CDMA equipment, which has been replaced with GSM equipment.

~~These~~Capital ~~accounts~~expenditure ~~have~~on ~~been~~fixed prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. These consolidated accounts have been prepared under the historical cost convention, as modified by financial assets ~~and~~increased ~~financial~~to ~~liabilities~~HK$646 ~~(including~~million ~~derivative~~compared ~~instruments)~~to atHK$259 ~~fair~~million ~~value through profit or loss. The preparation of accounts~~ in ~~conformity~~2008, ~~with~~was ~~IFRS~~mainly ~~requires~~for the ~~use~~GSM ~~of certain critical~~network ~~accounting estimates~~rollout. ~~It also requires management to exercise its judgment in the process of applying the Group’s accounting policies.~~

~~(b)~~Thailand ~~Restatement of prior periods~~

AsOur ~~disclosed~~Thailand ~~previously~~operation incontinued ~~the~~to ~~Company’s~~deliver ~~annual~~positive ~~report~~earnings ~~for~~before ~~the~~interest, ~~year~~tax, ~~ended~~depreciation ~~31 December 2008~~ and ~~interim~~amortisation ~~report~~(“EBITDA”) ~~for~~in ~~the six months ended 30 June~~ 2009, ~~the~~although ~~staff~~turnover ofdecreased ~~the~~12.2% USto ~~Securities~~HK$1,046 ~~and~~million ~~Exchange~~compared ~~Commission (the~~to ~~“Staff”)~~HK$1,192 ~~had~~million in ~~August~~ 2008, ~~questioned~~driven ~~the~~mainly ~~accounting~~by ~~treatment of~~ the ~~sale~~reduced ~~and~~customer ~~leaseback~~base of ~~base~~955,000 ~~station~~from ~~tower~~approximately ~~sites~~1.1 million ~~entered~~in ~~into~~2008. byEBITDA ~~the~~improved ~~Company’s~~slightly ~~Indonesia~~to ~~subsidiary,~~HK$83 ~~PT.~~million ~~Hutchison~~compared CPto ~~Telecommunications~~HK$81 ~~(“HCPT”)~~million in 2008.

~~HCPT~~Operating ~~entered~~profit ~~into~~was ~~a Tower Transfer Agreement to sell up to 3,692 base station tower sites for a cash consideration of US$500 million (~~HK$~~3,882~~78 million), ~~with~~compared ~~completion in tranches over a two-year period commencing on 18 March 2008. Concurrent with completion of the first tranche, HCPT entered into a Master Lease Agreement (“MLA”)~~ to lease back a portion of the capacity on the base station tower sites as further described in Note 5(a). The Company reviewed the substance of this transaction in accordance with IFRS and determined, with the agreement of its auditor, that this transaction satisfied the criteria for recognition as an operating lease. Accordingly, the Company reflected this treatment in its audited accounts for the year ended 31 December 2008, and a gain on disposal of the base station tower sites amounting to US$182.2 million (HK$~~1,421~~80 million) ~~was~~in ~~recognised as well as the lease expense for the period from the commencement of the lease~~2008.

~~The~~Capital ~~sale~~expenditure ~~and leaseback transaction was first reported as a subsequent event in the Company’s annual report~~ on ~~Form~~fixed ~~20-F~~assets ~~for~~decreased ~~the~~to ~~year ended~~ HK$31 ~~December~~ ~~2007.~~million Ascompared ~~part~~to ofHK$34 ~~its~~million ~~periodic review of the Company’s 2007 Form 20-F, the Staff queried this accounting treatment~~ in ~~a letter dated 28 August~~ 2008. ~~Since that date, the Company and its auditor have had a number of discussions with the Staff.~~

AtThe ~~the~~Group ~~conclusion~~remains ofin ~~these~~ongoing discussions, ~~the~~to ~~Staff~~exit ~~informed~~this ~~the~~operation ~~Company~~by ~~that,~~way ~~in their judgment, the leaseback transaction should be classified as a finance lease under IFRS. In view~~ of ~~the~~sale ~~judgmental aspects~~to ofCAT ~~this~~Telecom ~~complex~~Public ~~issue, the~~ Company has decided to amend and restate the previously reported accounts for the year ended 31 December 2008 to reflect the accounting for the transaction as a finance lease in accordance with the Staff’s judgment and will be filing an amended annual report on Form 20-F for the year ended 31 December 2008Limited. ~~The adjustments required to the 2008 accounts include:~~

•Sri ~~deferring~~Lanka ~~and amortising the gain from the sale of the capacity leased back by the Company over the lease period in the consolidated income statement;~~

•In ~~recognising~~2009 the ~~leased~~Sri ~~assets~~Lanka operation continued to be affected by the intense market competition, increased government levies and an unstable economic environment although the ~~related~~hostilities ~~finance~~that ~~lease~~had ~~obligations~~affected the country for many years were finally concluded. Our customer base decreased 12.2% to 779,000 compared to 887,000 in 2008, while turnover was down 61.9% to HK$61 million compared to HK$160 million in 2008, impacted mainly by the ~~consolidated~~decrease ~~statement~~in customer base and lower Average Revenue Per User. LBITDA was HK$94 million compared to an EBITDA of ~~financial~~HK$37 ~~position;~~million in 2008. Operating loss for the year was HK$142 million.

•New ~~recognising~~management, ~~depreciation~~and ~~expense~~a renewed focus on sales and distribution and our marketing activities resulted in positive customer growth in the ~~leased~~second ~~assets~~half. In 2010 we plan to continue this focus and ~~interest~~expand ~~expense~~coverage oninto some areas of the ~~lease~~country ~~payments~~previously asclosed ~~finance~~due ~~lease~~to ~~charges~~hostilities. At the end of 2009, the Sri Lanka operation had over 770 base stations on-air and over 60% population coverage.

~~The~~Hong ~~gain~~Kong ~~attributable~~and toMacau ~~the~~– ~~portion~~Discontinued ofoperations the capacity of the base station tower sites sold under the Tower Transfer Agreement that has not been leased back by HCPT, amounting to US$54.6 million (HK$426 million), continues to be recognised in the income statement in 2008.

10The Hong Kong and Macau operations contributed HK$196 million from operating activities to the profit for the period up to 7 May 2009.

~~The~~Israel ~~following~~– ~~tables~~Discontinued ~~disclose~~operation the adjustments that have been made to each of the line items in the consolidated income statement and the consolidated statement of cash flows as previously reported for the year ended 31 December 2008, and the consolidated statement of financial position as previously reported as at 31 December 2008.

InThe ~~addition,~~Israel ~~the~~operation ~~spin-off~~contributed ofHK$8,321 ~~HTHKH~~million ~~and~~to the ~~disposal~~profit offor the ~~entire~~period ~~indirect~~up ~~interest~~to in28 October ~~Partner Communications respectively by the Group in~~ 2009. ~~resulted~~This inis ~~the~~comprised ~~presentation~~ of ~~the~~HK$1,988 ~~results~~million offrom ~~both~~operating ~~HTHKH~~activities and ~~its~~HK$6,333 ~~subsidiaries~~million ~~and~~being ~~Partner~~a ~~Communications~~one-off ~~for the year ended 31 December 2008 as “discontinued operations” in accordance with IFRS 5~~gain ~~“Non-current~~on ~~Assets Held for Sale and Discontinued Operations”~~disposal. ~~Accordingly, this reclassification was included in the effect of restatement presented below.~~

~~(i)~~I ~~Effect~~would onlike to thank the ~~consolidated~~Board ~~income~~of ~~statement~~Directors ~~for~~and all the ~~year~~Group’s ~~ended~~employees 31for ~~December~~their ~~2008~~continued hard work, support and dedication.

HK$ millions (except for earnings per share)	2008		Effect of restatementIncrease/(Decrease) in profit for the year						2008
	(as previouslyreported)		Sale andleaseback oftower sites		Reclassificationto discontinuedoperations		Sub-total		(as restated)
Continuing operations:
Turnover	23,725		—		(21,917	)	(21,917	)	1,808
Cost of inventories sold	(2,785	)	—		2,785		2,785		—
Staff costs	(2,511	)	—		2,121		2,121		(390	)
Depreciation and amortisation	(4,531	)	(57	)	3,913		3,856		(675	)
Other operating expenses	(12,291	)	(150	)	9,391		9,241		(3,050	)
Profit on disposal of investments and others, net	2,453		(956	)	(3	)	(959	)	1,494
Operating profit/(loss)	4,060		(1,163	)	(3,710	)	(4,873	)	(813	)
Interest income	1,074		—		(176	)	(176	)	898
Interest and other finance costs	(1,330	)	(88	)	684		596		(734	)
Share of results of jointly-controlled entities	(11	)	—		11		11		—
Profit/(Loss) before taxation	3,793		(1,251	)	(3,191	)	(4,442	)	(649	)
Taxation	(874	)	—		795		795		(79	)
Profit/(Loss) for the year from continuing operations	2,919		(1,251	)	(2,396	)	(3,647	)	(728	)
Discontinued operations:
Profit for the year from discontinued operations	—		—		2,396		2,396		2,396
Profit for the year	2,919		(1,251	)	—		(1,251	)	1,668
Attributable to:
Equity holders of the Company:
- continuing operations	1,883		(751	)	(1,415	)	(2,166	)	(283	)
- discontinued operations	—		—		1,415		1,415		1,415
	1,883		(751	)	—		(751	)	1,132
Minority interest:
- continuing operations	1,036		(500	)	(981	)	(1,481	)	(445	)
- discontinued operations	—		—		981		981		981
	1,036		(500	)	—		(500	)	536
	2,919		(1,251	)	—		(1,251	)	1,668
Earnings per share attributable to equity holders of the Company (HK$ per share)
- basic	0.39		(0.15	)	—		(0.15	)	0.24
- diluted	0.39		(0.15	)	—		(0.15	)	0.24

FOK Kin-ning, Canning

11Chairman

~~(ii)~~Hong ~~Effect~~Kong, on4 March ~~the consolidated statement of financial position as at 31 December 2008~~2010

HK$ millions	2008		Effect of restatementIncrease/(Decrease)in net assets		2008
	(as previouslyreported)		Sale andleaseback of towersites		(as restated)
ASSETS
Current assets
Cash and cash equivalents	2,525		—		2,525
Trade and other receivables	5,072		(292	)	4,780
Stocks	463		—		463
Derivative financial assets	48		—		48
Total current assets	8,108		(292	)	7,816
Assets held for sale	174		—		174
Non-current assets
Fixed assets	17,216		1,184		18,400
Goodwill	6,815		—		6,815
Other intangible assets	7,160		—		7,160
Other non-current assets	3,844		—		3,844
Deferred tax assets	368		—		368
Interests in associates	2		—		2
Interests in jointly-controlled entities	88		—		88
Total non-current assets	35,493		1,184		36,677
Total assets	43,775		892		44,667
LIABILITIES
Current liabilities
Trade and other payables	8,000		69		8,069
Borrowings	7,652		—		7,652
Current income tax liabilities	104		—		104
Derivative financial liabilities	27		—		27
Total current liabilities	15,783		69		15,852
Non-current liabilities
Borrowings	3,348		1,086		4,434
Deferred tax liabilities	457		—		457
Other non-current liabilities	2,458		810		3,268
Total non-current liabilities	6,263		1,896		8,159
Total liabilities	22,046		1,965		24,011
EQUITY
Capital and reserves attributable to equity holders of the Company
Share capital	1,204		—		1,204
Reserves	17,909		(644	)	17,265
	19,113		(644	)	18,469
Minority interest	2,616		(429	)	2,187
Total equity	21,729		(1,073	)	20,656
Total equity and liabilities	43,775		892		44,667
Net current liabilities	(7,675	)	(361	)	(8,036	)
Total assets less current liabilities	27,992		823		28,815

Hutchison Telecommunications International Limited 2009 Annual Report 9

~~(iii)~~ Awards ~~Effect~~and onMilestones ~~the consolidated statement of cash flows for the year ended 31 December 2008~~

An amount of HK$1,486 million previously recorded under investing activities as “proceeds from disposal of base station tower sites” was now reclassified under financing activities as an additional borrowing. Prepaid operating lease rental amounting to HK$400 million previously recorded under operating activities as “changes in working capital” was now reclassified under financing activities as repayment of loans.

April

August

The Group’s Vietnam operation launched GSM services under the Vietnamobile brand.

HCPT was the first in Indonesia to extend Twitter application via SMS exchanges on mobile phones.

PT. Hutchison CP Telecommunications (“HCPT”) was the first in South East Asia to extend Facebook application via SMS exchanges on mobile phones.

May

The Group paid an interim dividend satisfied by way of a distribution in specie of the entire share capital of HTHKH.

September

Vietnamobile’s customer base surpassed the one million mark within six months of launch and finished the year with approximately 2.5 million.

Spin-off and listing of the Group’s Hong Kong and Macau operations on the Main Board of the SEHK (SEHK Stock Code: 215).

HCPT received a certificate from the Indonesia World Record Museum for offering the cheapest regular SMS tariff in Indonesia.

The Group’s Sri Lanka operation’s “Hutch Oyai Mamai” tariff advertising campaign was named “Media Campaign of the Year” and “TV Campaign of the Year” in the Information, Communications and Technology section of Chillies Awards 2009.

~~(C)~~10 Hutchison ~~Significant~~Telecommunications International ~~accounting~~Limited 2009 ~~policies~~Annual Report

IFRS 8		Operating Segments
IAS 1 (Revised)		Presentation of Financial Statements
IFRS 7 (Amendment)		Financial Instruments: Disclosures
IAS 23 (Revised)		Borrowing Costs
IFRS 2 (Amendment)		Share-based Payment Vesting Conditions and Cancellations
IFRS 1 and IAS 27 (Amendments)		Cost of an Investment in a Subsidiary, Jointly-controlled Entity or Associate

Awards and Milestones

The adoption of these new or revised IFRS had no material effect on the Group’s results and financial position for the current or prior periods.

October

December

The fifth anniversary of the Group’s dual listing in Hong Kong and the US.

The Group’s 2008 Annual Report bagged the silver award in the category of “Annual Reports: Telecommunications” of the 2009 International Galaxy Awards.

The Group completed the sale of its entire indirect interest in Partner Communications.

HCPT was awarded “Service Star 2009” by the Centre for Customer Satisfaction and Loyalty in Indonesia.

November

HCPT extended the scale of switching to more environmentally friendly hydrogen fuel to generate backup power at over 200 transceiver base stations, the largest scale of its kind in Asia.

‘

HCPT’s partnership campaign with Manchester United was named the “Best Marketing Campaign 2009” in the Marketing Award 2009 organised by Marketing Magazine.

The Group’s Sri Lanka operation’s “Hutch Tic Tic Per Second” advertising campaign won the bronze award in the Telecom Services category of Effie Awards.

Vietnamobile’s maiden TV Commercial Movement won the silver award in the sixth Annual Davey Awards.

The Group was named one of the MIS Strategic 100 – Asia’s Best IT Vendors by a regional IT magazine Managing Information Strategies (MIS).

AtHutchison ~~the date of authorisation of these accounts, the following new or revised standards, amendments to standards and interpretations to~~Telecommunications ~~existing~~International ~~standards~~Limited 2009 ~~have~~Annual ~~been~~Report 11 ~~issued but are not effective for the year ended 31 December 2009:~~

IAS 27 (Revised)		Consolidated and Separate Financial Statements
IAS 39 (Amendment)		Eligible Hedged Items
IFRS 3 (Revised)		Business Combinations
IFRIC Interpretation 17		Distributions of Non-cash Assets to Owners
IFRIC Interpretation 18		Transfers of Assets from Customers
IFRS 2 (Amendment)		Group Cash-settled Share-based Payment Transaction
IFRS (Amendments)		Improvements to IFRS 2009
IAS 32 (Amendment)		Classification of Right Issues
IFRS 1 (Revised)		First-time Adoption of IFRS
IFRS 1 (Amendment)		Additional Exemptions for First-time Adopters
IFRIC Interpretation 19		Extinguishing Financial Liabilities with Equity Instruments
IFRS 9		Financial Instruments
IFRIC Interpretation 14 (Amendments)		Prepayment of a Minimum Funding Requirement
IAS 24 (Amendment)		Related Party Disclosures

The ~~Group~~Board ~~did not early adopt any of these new or revised standards, amendments to standards~~ and ~~interpretations~~Management to existing standards. The Group is in the process of assessing the impact of these new or revised standards, amendments to standards and interpretations to existing standards on the Group’s results and financial position in the future.

3FOK Kin-ning, Canning, aged 58, has been Chairman and Non-executive Director of the Company since 2004. ~~Turnover~~He is also the Chairman of the Remuneration Committee of the Company. He is group managing director of Hutchison Whampoa Limited, chairman of Hutchison Harbour Ring Limited, Hutchison Telecommunications (Australia) Limited, Hutchison Telecommunications Hong Kong Holdings Limited and Hongkong Electric Holdings Limited and co-chairman of Husky Energy Inc. He is also deputy chairman of Cheung Kong Infrastructure Holdings Limited. In addition, he is non-executive director of Cheung Kong (Holdings) Limited, and director of Hutchison International Limited and Ommaney Holdings Limited. The aforementioned three companies and Hutchison Whampoa Limited are substantial shareholders of the Company within the meaning of Part XV of the Securities and Futures Ordinance. He holds a Bachelor of Arts degree and a Diploma in Financial Management, and is a member of the Australian Institute of Chartered Accountants. LUI Dennis Pok Man, aged 59, has been Executive Director and Chief Executive Officer of the Company since 2004. He is deputy chairman and non-executive director of Hutchison Telecommunications Hong Kong Holdings Limited. Mr Lui first joined Hutchison Paging Limited in 1986 and became its managing director in 1993. He was managing director of Hutchison Telecommunications (Hong Kong) Limited in charge of the mobile telecommunications, fixed-line, multi-media, Internet and paging businesses in Hong Kong, China, Taiwan and Macau from 1996 to April 2000. He rejoined the Hutchison Whampoa group in May 2001. Prior to taking up the position with the group, he was group managing director of HTI (1993) Holdings Limited overseeing the telecommunications operations and new business development of the Hutchison Whampoa group. He holds a Bachelor of Science degree. Christopher John FOLL, aged 53, was appointed as Executive Director and Chief Financial Officer of the Company on 20 August 2008 and 1 September 2008 respectively. He joined the Hutchison Whampoa group in 2001 as chief financial officer for the Group’s former India operations until taking over the chief operating officer position in the Group’s Vietnam operations in September 2007. During his term of office in India, Mr Foll held directorships in certain operating companies. He was in charge of the India operations’ finance and strategic business development, and was amongst the senior management team which steered the operations to become one of the leading nationwide mobile service providers in India. From 1999 to 2001, Mr Foll was the chief financial officer of the Adelaide Brighton group in Australia. Prior to that, he had been the managing director of QNI Ltd’s Australian operations after joining as chief financial officer. Mr Foll holds a Bachelor of Accounting Science degree from the University of South Africa and is a Fellow of the Australian Institute of Chartered Accountants.

~~Turnover comprises~~12 Hutchison revenues from the provision of mobile telecommunications services; handset and accessory sales; fixed-line telecommunications services and other non-telecommunications businesses. An analysis of turnover for both continuing andTelecommunications ~~discontinued~~International ~~operations~~Limited 2009 isAnnual ~~as follows:~~ Report

HK$ millions	2008	2009
	(Restated – Note 2(b))
Continuing operations
Mobile telecommunications services	1,808	1,856
Discontinued operations
Mobile telecommunications services	17,094	10,407
Mobile telecommunications products	2,080	1,165
Fixed-line telecommunications services	2,708	1,037
Other non-telecommunications businesses	35	11
	21,917	12,620
	23,725	14,476

13The Board and Management

4CHAN Ting Yu, aged 59, was appointed as Executive Director of the Company on 3 January 2008, a position he previously held from 2004 to 2005. ~~Segment~~He ~~Information~~is currently, and has been since December 2005, Alternate Director to Mr Lui Dennis Pok Man, Executive Director and Chief Executive Officer of the Company. Prior to joining the Hutchison Whampoa group in 1994, Mr Chan practised international commercial and investment law in Hong Kong and Australia. Mr Chan was appointed deputy managing director of HTI (1993) Holdings Limited in January 1996 with responsibility for Hutchison Whampoa group’s telecommunications investments in a number of markets including India, Israel, South East Asia and South America. He has 16 years of experience in the telecommunications industry. Mr Chan holds a Bachelor of Arts degree, a Bachelor of Laws degree, a Postgraduate Certificate in Laws and a Diploma of Teaching. CHOW WOO Mo Fong, Susan, aged 56, was appointed as Non-executive Director of the Company on 3 January 2008, a position she previously held from 2004 to 2005. She is currently, and has been since December 2005, Alternate Director to Mr Fok Kin-ning, Canning, Chairman and Non-executive Director of the Company, and since September 2006, Alternate Director to Mr Frank John Sixt, Non-executive Director of the Company. She is deputy group managing director of Hutchison Whampoa Limited, executive director of Cheung Kong Infrastructure Holdings Limited, Hutchison Harbour Ring Limited and Hongkong Electric Holdings Limited and director of Hutchison Telecommunications (Australia) Limited, and non-executive director of TOM Group Limited and Hutchison Telecommunications Hong Kong Holdings Limited. In addition, she is director of Hutchison International Limited, Ommaney Holdings Limited and Hutchison Telecommunications Investment Holdings Limited, all of which and Hutchison Whampoa Limited are substantial shareholders of the Company within the meaning of Part XV of the Securities and Futures Ordinance. She is a solicitor and holds a Bachelor’s degree in Business Administration. Frank John SIXT, aged 58, has been Non-executive Director of the Company since 2004. He is group finance director of Hutchison Whampoa Limited, non-executive chairman of TOM Group Limited, executive director of Cheung Kong Infrastructure Holdings Limited and Hongkong Electric Holdings Limited, non-executive director of Cheung Kong (Holdings) Limited and Hutchison Telecommunications Hong Kong Holdings Limited, and director of Hutchison Telecommunications (Australia) Limited and Husky Energy Inc. In addition, he is director of Li Ka-Shing Unity Trustee Company Limited as trustee of The Li Ka-Shing Unity Trust, Li Ka-Shing Unity Trustee Corporation Limited as trustee of The Li Ka-Shing Unity Discretionary Trust, Li Ka-Shing Unity Trustcorp Limited as trustee of another discretionary trust, Hutchison International Limited, Ommaney Holdings Limited and Hutchison Telecommunications Investment Holdings Limited, all of which and Cheung Kong (Holdings) Limited and Hutchison Whampoa Limited are substantial shareholders of the Company within the meaning of Part XV of the Securities and Futures Ordinance. He holds a Master’s degree in Arts and a Bachelor’s degree in Civil Law, and is a member of the Bar and of the Law Society of the Provinces of Quebec and Ontario, Canada.

~~Segment~~Hutchison information is provided on the basis of primary geographical regions which is the basis on which the Group manages its world-wide interests. Management of the Group measures the performance of its segments based on operating profit.Telecommunications ~~The~~International ~~segment~~Limited 2009 ~~information~~Annual onReport 13 turnover and operating profit/(loss), total assets and total liabilities agreed to the aggregate information in the consolidated accounts. As such, no reconciliation between the segment information and the aggregate information in the consolidated accounts is presented.

	As at and for the year ended 31 December 2008
	Continuing operations										Discontinued operations
HK$ millions	Thailand		Indonesia		Vietnam		Others*		Total		Hong Kongand Macau		Israel		Total
			(Restated – Note 2(b))						(Restated - Note 2(b))
Turnover	1,192		315		18		283		1,808		8,104		13,813		21,917
Operating costs	(1,111	)	(1,468	)	(308	)	(553	)	(3,440	)	(5,341	)	(8,956	)	(14,297	)
Depreciation and amortisation	(1	)	(396	)	(230	)	(48	)	(675	)	(1,995	)	(1,918	)	(3,913	)
Profit on disposal of investments and others, net	—		1,196		—		298		1,494		—		3		3
Operating profit/(loss)	80		(353	)	(520	)	(20	)	(813	)	768		2,942		3,710
Other non-cash items included in income statement:
Share-based payments	—		—		—		(53	)	(53	)	(15	)	(20	)	(35	)
Total assets	679		6,717		2,207		2,579		12,182		18,629		13,856		32,485
Total liabilities	(1,787	)	(4,686	)	(247	)	(859	)	(7,579	)	(9,019	)	(7,413	)	(16,432	)
Capital expenditures incurred during the year on:
Fixed asset	34		3,030		259		186		3,509		1,069		1,191		2,260
Other intangible assets	—		—		—		—		—		865		—		865
	34		3,030		259		186		3,509		1,934		1,191		3,125

*The ~~“Others”~~Board ~~segment for the year ended 31 December 2008 comprised Sri Lanka~~ and ~~Corporate~~Management ~~as well as Ghana up to the date of disposal on 11 July 2008.~~

14KWAN Kai Cheong, aged 60, has been Independent Non-executive Director of the Company since 2004. He is a member of the Audit Committee and the Remuneration Committee of the Company. He is independent non-executive director of Hutchison Harbour Ring Limited, Henderson Sunlight Asset Management Limited, SPG Land (Holdings) Limited, Win Hanverky Holdings Limited and Soundwill Holdings Limited. He is currently president of Morrison & Company Limited, which is a business consultancy firm, and non-executive director of China Properties Group Limited and JF Household Furnishings Limited. He worked for Merrill Lynch & Co. Inc. for over 10 years during the period from 1982 to 1993. His last position with Merrill Lynch was president for its Asia Pacific region. He was also previously joint managing director of Pacific Concord Holding Limited. He holds a Bachelor of Accountancy (Honours) degree and is a Fellow of the Hong Kong Institute of Certified Public Accountants, a member of the Institute of Chartered Accountants in Australia and a Fellow of the Hong Kong Institute of Directors. He completed the Stanford Executive Program in 1992. John W STANTON, aged 54, has been Independent Non-executive Director of the Company since 2004. He is a member of the Audit Committee of the Company. He is managing director of Trilogy Partners, LLC, a board member of Columbia Sportswear Company and Clearwire Corporation, and a trustee of Whitman College. He was the chairman and chief executive officer of Western Wireless Corporation from 1994 until the company was sold to Alltel in 2005. From 1991 to 1994, he was chairman and chief executive officer of both Pacific Northwest Cellular and General Cellular Corporation, each a predecessor of Western Wireless Corporation. From 1995 to 2001, he also served as chairman and chief executive officer of VoiceStream Wireless, which was spun off from Western Wireless Corporation in May 1999. He served as chairman of the Cellular Telecommunications Industry Association serving two terms from 1998 to 1999 and from 2000 to 2001. He holds a Bachelor of Arts in Political Science from Whitman College and received his MBA from Harvard Business School. Kevin WESTLEY, aged 61, has been Independent Non-executive Director of the Company since 2004. He is the Chairman of the Audit Committee and a member of the Remuneration Committee of the Company. He is a part-time employee of The Hongkong and Shanghai Banking Corporation Limited where he acts as adviser to the chairman. Mr Westley assumed the position of non-executive chairman in late 2007 of Interpharma Investments Limited, the holding company for a group of companies engaged in the distribution of pharmaceutical products within the Asian region. He was previously non-executive director of this company. He is a member of the Committee on Real Estate Investment Trusts and the Share Registrars Disciplinary Committee. Mr. Westley is former chairman of the Takeovers and Mergers Panel of Hong Kong and former deputy chairman of Ocean Park Corporation. He joined the merchant banking arm of the HSBC group in 1977 and retired in June 2000 as chairman and chief executive of HSBC Investment Bank Asia Limited. He holds a Bachelor of Arts (Honours) degree in History and is a Fellow member of the Institute of Chartered Accountants in England and Wales.

	As at and for the year ended 31 December 2009
	Continuing operations										Discontinued operations
HK$ millions	Thailand		Indonesia		Vietnam		Others*		Total		Hong Kongand Macau		Israel		Total
Turnover	1,046		608		141		61		1,856		2,730		9,890		12,620
Operating costs	(963	)	(1,908	)	(502	)	(267	)	(3,640	)	(1,793	)	(6,286	)	(8,079	)
Depreciation and amortisation	(5	)	(579	)	(72	)	(52	)	(708	)	(671	)	(742	)	(1,413	)
Profit on disposal of investments and others, net	—		423		—		—		423		—		8		8
Operating profit/(loss)	78		(1,456	)	(433	)	(258	)	(2,069	)	266		2,870		3,136
Other non-cash items included in income statement:
Share-based payments	—		—		—		(15	)	(15	)	(2	)	(31	)	(33	)
Total assets	938		10,560		3,376		8,514		23,388		—		—		—
Total liabilities	(2,031	)	(5,962	)	(1,268	)	(2,153	)	(11,414	)	—		—		—
Capital expenditures incurred during the year on:
Fixed asset	31		2,864		646		121		3,662		265		804		1,069
Other intangible assets	—		—		—		—		—		233		330		563
	31		2,864		646		121		3,662		498		1,134		1,632

14 Hutchison Telecommunications International Limited 2009 Annual Report

15The Board and Management

5.WOO ~~Profit~~Chiu Man, Cliff, aged 56, was appointed as Alternate Director to Mr Christopher John Foll, Executive Director and Chief Financial Officer of the Company, on ~~Disposal~~20 August 2008. Prior to that he was Alternate Director to Mr Tim Lincoln Pennington, former Executive Director and Chief Financial Officer of ~~Investments~~the Company. Mr Woo joined the Company as Chief Technology Officer in September 2004 and ~~Others~~was previously Executive Director of the Company. Prior to joining the Company, ~~Net~~Mr Woo had been deputy managing director and wireless network director of Hutchison Telecommunications (Hong Kong) Limited since 2000, a company which Mr Woo joined in 1998. He holds a Bachelor degree in Electronics and a Diploma in Management for Executive Development. He is a Chartered Engineer and is also a Member of The Institution of Engineering and Technology and The Hong Kong Institution of Engineers.

HK$ millions	Note	2008	2009
		(Restated – Note 2(b))
Profit on disposal of base station tower sites	(a)	465	268
Profit on disposal of Ghana operation	(b)	298	—
Other income, net	(c)	731	155
		1,494	423

Changes in Information of Directors

Pursuant to Rule 13.51(aB) ~~Profit~~of the Rules Governing the Listing of Securities on ~~disposal~~The Stock Exchange of ~~base~~Hong ~~station~~Kong ~~tower~~Limited, ~~sites~~the changes in information of directors of the Company since the date of the 2009 Interim Report are set out below:

On 18 March 2008, HCPT, a non wholly-owned subsidiary of the Company, entered into a conditional Tower Transfer Agreement to sell up to 3,692 base station tower sites to PT Profesional Telekomunikasi Indonesia (“Protelindo”) for a cash consideration of US$500 million (HK$3,882 million). Completion of the sale is expected to occur in tranches over a two-year period commencing on 18 March 2008.


Name of Director		Details of Changes
Fok Kin-ning, Canning		Resigned as chairman and a director of Partner Communications Company Ltd.¹ on 28 October 2009
Chow Woo Mo Fong, Susan		Resigned as a director of Partner Communications Company Ltd.¹ on 28 October 2009
Frank John Sixt		Resigned as a director of Partner Communications Company Ltd.¹ on 28 October 2009
Lui Dennis Pok Man		Resigned as a director of Partner Communications Company Ltd.¹ on 28 October 2009
		Total emoluments decreased by HK$10.67 million to HK$15.38 million compared to 2008
Christopher John Foll		Total emoluments increased by HK$6.3 million to HK$8.18 million compared to 2008 ²
Chan Ting Yu		Resigned as a director of Partner Communications Company Ltd.¹ on 28 October 2009
		Total emoluments decreased by HK$3.72 million to HK$6.71 million compared to 2008
Kwan Kai Cheong		Became a Fellow of the Hong Kong Institute of Certified Public Accountants

~~Concurrent~~Notes: with the completion of the first tranche, HCPT and Protelindo have entered into the MLA pursuant to which HCPT has been given (i) the right to access, occupy and use the capacity reserved for HCPT on such of the base station tower sites and related infrastructure as HCPT may elect for an initial period of twelve years which, at HCPT’s election, may be extended for another six years, and (ii) the option to acquire Protelindo’s right, title and interest in such facilities at a pre-agreed price exercisable at the end of the 12-year initial term and at the end of the 18-year extended term if HCPT has exercised its option to extend the lease. In November 2009, the MLA was amended whereby the purchase option on all the 3,692 tower sites was removed and substituted with an amended purchase option only on specified tower sites at another pre-agreed price exercisable at the end of the 18-year extended term. In addition, HCPT has been given an option to extend the lease for another 6 years at the end of the 18-year extended term.

~~The~~1. ~~capacity~~A oncompany ~~such~~listed ~~base station tower sites reserved for HCPT which has been leased back under the MLA has been accounted for as a finance lease whereby the related gain~~ on ~~the~~NASDAQ ~~sale~~Global ~~has~~Select ~~been~~Market ~~deferred~~ and ~~amortised~~on to the ~~income~~Tel ~~statement~~Aviv ~~over~~Stock ~~the lease period~~Exchange. The gain attributable to the remaining portion of the capacity of such base station tower sites which has not been leased back by HCPT was recognised in the income statement upon completion of the sale.

~~During the year ended 31 December 2009, the sale of a total of 4 tranches comprising 969 sites (2008 –~~ 2. ~~tranches~~Mr ~~comprising~~Christopher ~~2,248~~John ~~sites)~~Foll was ~~completed~~appointed ~~whereby~~as aDirector ~~gain~~ of ~~US$75.9~~the ~~million~~Company oron ~~HK$592~~20 ~~million~~August (2008 –and ~~US$182.2 million or HK$1,421 million) was generated from~~ the ~~sale,~~emoluments ~~of which~~paid ~~US$22.8~~to ~~million~~him ~~or HK$177 million (2008 – US$54.6 million or HK$426 million) was recognised~~ in ~~the income statement upon completion of the sale and US$53.1 million or HK$415 million (~~2008 ~~– US$127.6 million or HK$995 million)~~ was ~~deferred.~~ Offor the ~~amount~~period offrom ~~the~~20 ~~deferred~~August ~~gain, US$11.7 million or HK$91 million (~~2008 ~~– US$4.9 million or HK$39 million) was amortised~~ to ~~the income statement for the year ended~~ 31 ~~December~~ ~~2009. As at 31~~ December ~~2009, the balance of unamortised deferred gain was HK$1,268 million (~~2008 – HK$791 million), with HK$117 million (2008 – HK$69 million) and HK$1,151 million (2008 – HK$722 million) being classified as deferred revenue under current liabilities and non-current liabilities, respectively.

~~(b)~~Hutchison ~~Profit~~Telecommunications International onLimited 2009 ~~disposal~~Annual ofReport 15 ~~Ghana operation~~

~~(c)~~ Operations ~~Other~~Review ~~income, net~~

LOGO

~~During~~ Mobile customers over 8.5million The Group’s Indonesia operation HCPT is one of the ~~year~~youngest ~~ended~~and ~~31 December~~most ~~2008~~enterprising mobile operators in Indonesia. During 2009, aHCPT ~~subsidiary~~continued to make solid progress in network expansion, distribution and development of an innovative portfolio of products and services in an intensely competitive market. Accelerated network expansion HCPT takes pride in being the ~~Company~~first ~~operating~~and only mobile operator in Indonesia ~~was~~to ~~provided~~have ~~with~~rolled ~~credit~~out ~~vouchers~~service throughout the four largest islands of the country in ~~compensation~~less ~~upon~~than three years since launch. During the ~~waiver~~year, we added approximately 2,400 on-air base stations, making a total of ~~certain~~over ~~contractual~~8,700 ~~obligations~~that cover 76% of athe ~~key~~total population. HCPT now serves Bali, Lombok, Sumatra, Kalimantan, Sulawesi and Java, with network ~~supplier~~coverage widened to Manado in North Sulawesi on the east side of the country during the third quarter of 2009. The ~~net~~operation ~~amount~~continues to benefit from being one of ~~US$93.7 million~~the ~~(approximately~~first ~~HK$731~~operators ~~million)~~to ~~was~~implement ~~included~~a tower leasing and site sharing strategy in Indonesia, which has enabled HCPT to expand its network footprint speedily and at the ~~income~~same ~~statement~~time ~~for~~focus the business on customer growth via innovative marketing and a strong brand image. HCPT’s customer base grew rapidly by 89.5% year-on-year, ~~ended~~representing ~~31 December~~over ~~2008~~four million net additions, finishing 2009 with more than 8.5 million users.

~~Other~~16 Hutchison Telecommunications ~~income~~International ~~for the year ended 31 December~~ Limited 2009 ~~was~~Annual ~~mainly attributable to compensation income recognised by the subsidiary operating in Indonesia, including vouchers provided from certain network suppliers in compensation for the network outage and~~Report ~~network delay suffered from the network rollout amounting to US$16.1 million (HK$125.5 million) in total.~~

6.Operations ~~Taxation~~Review

	Year ended 31 December 2008					Year ended 31 December 2009
	Currenttaxation		Deferredtaxation	Total		Currenttaxation	Deferredtaxation		Total
	HK$ millions(Restated – Note 2(b))		HK$ millions(Restated – Note 2(b))	HK$ millions(Restated – Note 2(b))		HK$ millions	HK$ millions		HK$ millions
Hong Kong	(7	)	—	(7	)	—	—		—
Outside Hong Kong	78		8	86		30	(1	)	29
	71		8	79		30	(1	)	29

Œ HCPT seeks to offer innovative and

value- for-money services in Indonesia.

Our Super Tri starter packs successfully

stimulate intra-network traffic.

Ž Customers enjoy a full array of services at our

flagship 3Shop in Jarkata.

Quality, affordability and creativity

Providing service under the 3 brand, or Tri as it has become known locally, HCPT understands that this is a growth market in which user needs for mobile telephony revolve round simplicity and affordability. We have therefore positioned the service as a quality and value-for-money offering with innovative and affordable tariff plans.

High-profile recognition came when our “free SMS after the sixth SMS” regular SMS tariff plan was highlighted by the Indonesia World Record Museum as the cheapest tariff plan in the country. This acknowledgement highlighted the operation’s commitment to serving mass market telecommunications needs.

Differentiating itself in the market, HCPT sought to offer innovative products and services and in June, partnered with world soccer giant Manchester United to launch new programmes and services that included starter packs, vouchers and rich mobile content. A succession of creative tariff plans and marketing strategies has resulted in strong market acceptance of the 3 brand, serviced by approximately 110,000 sales outlets, which scored a total recall rate of more than 90% in a market survey at the end of 2009.

Looking into 2010, HCPT will continue to rise to the challenge in this distinctive market and gather strength by continued network rollout, focus on costs and the implementation of more innovative and imaginative marketing campaigns.

~~During~~Hutchison ~~the~~Telecommunications International ~~year ended 31 December~~ Limited 2009, noAnnual ~~Hong Kong~~Report 17 profits tax has been provided for as the Group did not generate any taxable profits from continuing operations in Hong Kong (2008 – 16.5% on the estimated assessable profits less available tax losses for the year). Taxation outside Hong Kong has been provided for at the applicable current rates of taxation ruling in the relevant countries on the estimated assessable profits less available tax losses. The differences between the Group’s expected tax charge at respective applicable tax rates and the Group’s tax charge for the years were as follows:

HK$ millions	2008		2009
	(Restated- Note 2(b))
Tax calculated at the domestic rates applicable to profits in the country concerned	(298	)	(561	)
Income not subject to taxation	(117	)	(24	)
Expenses not deductible for taxation purposes	18		2
Temporary differences not recognised	(229	)	(90	)
Recognition of previously unrecognised tax losses	(14	)	(26	)
(Over)/Under provision in prior years	(8	)	1
Tax losses not recognised	650		700
Withholding tax	77		27
Total taxation charge	79		29

~~The~~ Operations ~~change~~Review ~~in average applicable tax rate was mainly caused by a change in the profitability of the Group’s subsidiaries in the respective countries.~~

7Mobile customers nearly 2.5 ~~Dividends~~million The Group’s Vietnam operation launched in the second quarter of 2009 its GSM services under the Vietnamobile brand. Vietnamobile launched with near nationwide coverage across all provinces in the nation, and the operation has made very positive progress in just nine months, thanks to a commitment to a high-quality user experience, innovative marketing and an increasingly recognised brand. Rapid network expansion Vietnamobile began service in the main urban areas of Hanoi, Da Nang and Ho Chi Minh City, before expanding to secondary population centres and then more remote areas of the country. By the end of 2009, the operation had on air over 3,800 base stations covering 80% of the population. The operation’s customer base surpassed the one million mark within just six months of launch and grew rapidly to approximately 2.5 million-strong by year end. Simple and innovative service and tariff plans Vietnamobile set out to become the most accessible GSM operator offering simple and value-for-money tariff plans in Vietnam. The young company excited the market with the country’s first-ever per-second billing from the first second offerings and the introduction of on-net and off-net calls charged at the same rate.

HK$ millions	Note	2008	2009
Special cash dividend	(a)	33,700	—
Distribution in specie	(b)	—	10,234
		33,700	10,234

18 Hutchison Telecommunications International Limited 2009 Annual Report

~~(b)~~Operations During the year ended 31 December 2009, the Company declared and paid an interim dividend in specie of one HTHKH Share per one ordinary share of the Company. The distribution in specie was approximately HK$10,234 million.Review

17Œ Vietnamobile launches brand awareness campaigns in Hanoi, Da Nang and Ho Chi Minh City. The Vietnamobile brand stands for quality, simplicity, innovation and youthfulness. The importance of product and service innovation in this market is highlighted by the fact that half the population is aged under 30*, which forms an attractive, fast-growing youth market. In response to this market, Vietnamobile’s launch of the daily subscription- based Maxi Talk add-on package provides customers with unlimited daily on-net calls and won enthusiastic support, increasing registrations to approximately 120,000 every day. Displayed in vibrant orange, our Vietnamobile brand stands for quality, simplicity, innovation and youthfulness. This energetic and progressive branding is proving a powerful differentiator for our service. The orange livery of our shops and outlets achieves a strong brand presence, and marketing campaigns and TV commercials underscore the “Go orange, go Vietnamobile” message. Accessibility is a key focus and Vietnamobile has built a strong distribution capability via retail outlets and road shows, and ended the year with approximately 40,000 retail outlets across the nation. Competition is expected to intensify in 2010 but as the most youthful and dynamic GSM operator, Vietnamobile is emerging as the clear choice among Vietnam’s mobile customers. * Source: General Statistics Office of Vietnam

8.Hutchison ~~Earnings/(Loss)~~Telecommunications International ~~per~~Limited 2009 ~~Share~~Annual Report 19

~~Basic~~ Operations ~~earnings/(loss)~~Review ~~per share is calculated by dividing the profit/(loss) attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.~~

LOGO

	2008		2009
	(Restated – Note 2 (b))
Weighted average number of shares in issue	4,794,472,939		4,814,448,309
Loss from continuing operations attributable to equity holders of the Company (HK$ millions)	(283	)	(2,592	)
Basic loss per share from continuing operations attributable to equity holders of the Company (HK$ per share)	(0.05	)	(0.53	)
Profit from discontinued operations attributable to equity holders of the Company (HK$ millions)	1,415		7,532
Basic earnings per share from discontinued operations attributable to equity holders of the Company (HK$ per share)	0.29		1.56
Profit attributable to equity holders of the Company (HK$ millions)	1,132		4,940
Basic earnings per share attributable to equity holders of the Company (HK$ per share)	0.24		1.03

LOGO

Œ + “RateCutter” offers attractively priced on-net and off-net calls appealing to the mass market.

The Group’s Sri Lanka operation made steady progress in another year of difficult economic conditions and intense competition.

With the end of the civil war, the operation seized first-mover advantage in the eastern and northern regions. By December 2009, it had extended coverage to Jaffna, previously made inaccessible by hostilities.

New management and improved marketing activities restored the operation’s competitive edge and led to improved performance in the second half of the year, reversing the previous trend of declining revenues during the fourth quarter.

A renewed focus on sales and distribution almost doubled the number of retail outlets from approximately 7,000 to nearly 13,000, giving significant exposure to the Hutch brand. At the same time, innovative tariff plans, such as the “Rate Cutter”, offering attractively priced on-net and off-net calls appealed to the mass market.

At the end of 2009, our Sri Lanka operation was running more than 770 base stations on-air with a population coverage of more than 60%.

We will continue to focus on stabilising the business, expanding the network, and enhancing marketing activities in 2010 to build on the progress achieved in 2009.

1820 Hutchison Telecommunications International Limited 2009 Annual Report

~~Diluted~~Staff ~~earnings~~and per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of the share options that have been granted under the Company’s share option scheme to reflect the dilutive potential ordinary shares of the Company. A calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average market share price of the Company’s shares over the period) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. Community

	2008		2009
	(Restated – Note 2(b))
Weighted average number of shares in issue	4,794,472,939		4,814,448,309
Adjustment for share options (Note 1)	—		—
Weighted average number of shares for the purpose of diluted earnings per share	4,794,472,939		4,814,448,309
Loss from continuing operations attributable to equity holders of the Company for the purpose of diluted earnings per share from continuing operations (HK$ millions)	(283	)	(2,592	)
Diluted loss per share from continuing operations attributable to equity holders of the Company (HK$ per share)	(0.05	)	(0.53	)
Profit from discontinued operations attributable to equity holders of the Company (HK$ millions)	1,415		7,532
Adjustment for dilutive impact arising from share options of a subsidiary being disposed of (HK$ millions) (Note 2)	(8	)	—
Profit from discontinued operations attributable to equity holders of the Company for the purpose of diluted earnings per share from discontinued operations (HK$ millions)	1,407		7,532
Diluted earnings per share from discontinued operations attributable to equity holders of the Company (HK$ per share)	0.29		1.56
Profit attributable to equity holders of the Company (HK$ millions)	1,132		4,940
Adjustment for dilutive impact arising from share options of a subsidiary being disposed of (HK$ millions) (Note 2)	(8	)	—
Profit attributable to equity holders of the Company for the purpose of diluted earnings per share (HK$ millions)	1,124		4,940
Diluted earnings per share attributable to equity holders of the Company (HK$ per share)	0.24		1.03

Staff

~~Notes:~~Our employees are crucial to our success. With this in mind, the Group’s human resources strategy is to attract people of the highest calibre and motivate them to excel in their careers. As of 31 December 2009, the Group employed approximately 2,200 staff contributing to its operational excellence and leadership in product and service development.

1.Our ~~The~~people ~~Group~~hail ~~has~~from ~~incurred~~diverse acultural ~~loss~~backgrounds ~~from~~and ~~continuing~~hold ~~operations~~a ~~for~~rich ~~the~~mix ~~years~~of ~~ended~~expertise, 31local ~~December~~market ~~2008~~insight and ~~2009,~~experience. ~~the~~Hutchison ~~conversion~~Telecom’s global ofworkforce ~~all~~is ~~potential~~encouraged ~~ordinary~~to ~~shares~~explore ~~arising~~synergies ~~from~~and ~~the~~ share ~~options~~competencies, ~~granted~~while byopportunities ~~the~~are ~~Company~~made ~~would~~available ~~have~~to anfacilitate ~~anti-dilutive~~exchange ~~effect~~of onbest ~~the~~practices ~~loss~~and ~~per~~collaboration ~~share~~on ~~from~~strategic ~~continuing~~planning ~~operations~~and initiatives. ~~Accordingly,~~This ~~the~~serves ~~weighted~~to ~~average~~widen ~~number~~the horizons of our ~~shares~~people ~~was~~and ~~not~~foster ~~adjusted~~a tohealthy ~~compute~~spirit ~~the~~of ~~diluted earnings per share~~internationalism.

2.Community The adjustment for dilutive impact on earnings per share for the year ended 31 December 2008 arose from the employee stock options of Partner Communications outstanding as at 31 December 2008. Other than the Company itself, Partner Communications was the only company within the Group which had employee stock option plans.

19Hutchison Telecom operates as a good corporate citizen by supporting a variety of socially-responsible programmes in our markets.

9.Drawing ~~Trade~~on ~~Receivables,~~the ~~Net~~strength and scale of ~~Provision~~our advanced networks and customer base, we were able to mount a special SMS donation campaign that encouraged our customers to respond to a fund-raising exercise when a devastating earthquake struck Indonesia in October 2009.

HK$ millions	2008	2009
The ageing analysis of trade receivables, net of provision for impairment of trade receivables is as follows:
Current	1,969	180
31 - 60 days	615	53
61 - 90 days	187	30
Over 90 days	637	248
	3,408	511

As a technology pioneer, we sponsor community projects that accelerate social and IT development in emerging markets, particularly among youngsters. In Vietnam, we collaborate with universities to provide scholarships plus training and employment opportunities. In other markets, we seek to narrow the digital divide and make the benefits of everyday IT more available by donating telecommunications devices to less-privileged and remotely-located areas.

~~Movement~~We value the importance of ~~provision~~protecting ~~for~~the ~~impairment~~environment and are therefore dedicated to the pursuit of ~~trade receivables~~sustainable development. This is asevidenced ~~follows:~~by the fact that our Indonesia operation has begun switching to more environmentally friendly hydrogen fuel to generate backup power at more than 200 transceiver base stations, the largest scale of its kind in Asia.

HK$ millions	2008		2009
Beginning of year	575		728
Relating to subsidiaries disposed of	—		(767	)
Increase in provision recognised in income statement
– continuing operations	20		6
– discontinued operations	314		162
Amounts recovered in respect of brought forward balance
– discontinued operations	(73	)	—
Write-off during the year
– continuing operations	—		(13	)
– discontinued operations	(107	)	(45	)
Exchange translation differences	(1	)	18
End of year	728		89

As well as participating in social responsibility projects at company level, our staff are encouraged to organise volunteering projects that impact positively on the general welfare of the community.

LOGO

~~The~~Hutchison ~~average credit period granted by the Group to the customers ranges from 30 to 45 days. The~~Telecommunications ~~utilisation~~International ofLimited 2009 ~~credit~~Annual ~~limits~~Report 21 is regularly monitored. Debtors who have overdue accounts are requested to settle all outstanding balances before any further credit is granted. There is no concentration of credit risk with respect to trade receivables as the Group has a large number of customers, internationally dispersed. The Group does not have a significant exposure to any individual debtors.

HK$ millions	2008	2009
The ageing analysis of trade payables is as follows:
Current	1,305	34
31-60 days	392	19
61-90 days	125	7
Over 90 days	142	3
	1,964	63

Management Discussion and Analysis

~~11.~~Overview ~~US Dollar Equivalents~~

The USfollowing ~~dollar~~discussion ~~equivalents~~should ofbe ~~the~~read ~~figures~~in ~~shown~~conjunction inwith the ~~accounts~~Company’s ~~are~~consolidated ~~supplementary~~accounts ~~information~~ and ~~have~~the ~~been~~related notes ~~translated~~included atelsewhere ~~HK$7.80~~in tothis ~~US$1~~annual report.~~00.~~ ~~Such~~The ~~translation~~Group’s ~~should~~accounts ~~not~~have bebeen ~~construed~~prepared asin ~~representations~~accordance ~~that~~with ~~the~~International ~~Hong~~Financial ~~Kong~~Reporting ~~dollar~~Standards ~~amounts represent,~~(“IFRS”) oras ~~have~~issued ~~been~~by orthe ~~could~~International beAccounting ~~converted~~Standards ~~into, US dollar at that or any other rate~~Board.

20As disclosed previously in the Company’s annual report for the year ended 31 December 2008 and interim report for the six months ended 30 June 2009, the staff of the US Securities and Exchange Commission (the “Staff”) had in August 2008 questioned the accounting treatment of the sale and leaseback of base station tower sites entered into by the Company’s Indonesia subsidiary, PT. Hutchison CP Telecommunications (“HCPT”).

~~CAPITAL~~HCPT ~~RESOURCES~~entered ~~AND~~into ~~LIQUIDITY~~a Tower Transfer Agreement to sell up to 3,692 base station tower sites for a cash consideration of US$500 million (HK$3,882 million), with completion in tranches over a two-year period commencing on 18 March 2008. Concurrent with completion of the first tranche, HCPT entered into a Master Lease Agreement to lease back a portion of the capacity on the base station tower sites as further described in Note 9(a) to the accounts. The Company reviewed the substance of this transaction in accordance with IFRS and determined, with the agreement of its auditor, that this transaction satisfied the criteria for recognition as an operating lease. Accordingly, the Company reflected this treatment in its audited accounts for the year ended 31 December 2008, and a gain on disposal of the base station tower sites amounting to US$182.2 million (HK$1,421 million) was recognised as well as the lease expense for the period from the commencement of the lease.

The ~~capital~~sale and ~~reserves~~leaseback ~~attributable~~transaction towas ~~equity~~first ~~holders~~reported ofas a subsequent event in the ~~Group~~Company’s annual asreport aton Form 20-F for the year ended 31 December ~~2009~~2007. ~~were~~As ~~approximately~~part ~~HK$11,974~~of ~~million,~~its ~~compared~~periodic toreview ~~HK$18~~of the Company’s 2007 Form 20-F,~~469~~ ~~million~~the atStaff 31queried this accounting treatment in a letter dated 28 ~~December~~August 2008. ~~The~~Since ~~ratio~~that of date, the ~~total~~Company and ~~debts~~its toauditor ~~total~~have ~~assets~~had asa atnumber ~~31 December~~of ~~2009~~discussions ~~was~~with ~~approximately~~the 9Staff.~~8%.~~

~~The~~Although ~~net~~the ~~cash~~Company ofcontinues to believe its judgment that this transaction satisfies the ~~Group~~criteria ~~was~~for ~~approximately~~recognition ~~HK$5~~as an operating lease is appropriate,~~402~~ it has not been able to agree this accounting treatment with the Staff who believe the transaction should be treated as a finance ~~million,~~lease. ~~comprising~~In view of the ~~cash~~judgmental aspects of this complex issue and ~~cash~~with ~~equivalents~~regard ofto ~~approximately~~the ~~HK$4,203~~impending ~~million,~~shareholders ~~restricted~~meeting ~~cash~~to enable the shareholders of ~~approximately~~the ~~HK$1,372~~Company ~~million,~~to ~~available-~~vote on the proposal for~~-sale~~ ~~financial~~privatisation ~~assets~~(Note of39 ~~approximately~~to ~~HK$2,114~~the ~~million~~accounts) and ~~borrowings~~the requirement to prepare as soon as possible a scheme document for the use of ~~approximately~~shareholders ~~HK$2~~for the purpose of this shareholder meeting,~~287~~ the Company has decided to amend and restate the previously reported accounts for the year ended 31 December 2008 to reflect ~~million,~~the accounting for the transaction as ~~follows~~a finance lease in accordance with the Staff’s judgment and will be filing an amended annual report on Form 20-F for the year ended 31 December 2008. The adjustments required to the 2008 accounts include:

	As at 31 December 2009
	Total debts		Cash andcash equivalents	Restrictedcash	Available-for-salefinancial assets	Net cash/(debts)
	HK$ millions		HK$ millions	HK$ millions	HK$ millions	HK$ millions
Thailand	(371	)	12	—	—	(359	)
Indonesia	(1,916	)	55	—	—	(1,861	)
Vietnam	—		36	—	—	36
Others	—		4,100	1,372	2,114	7,586
	(2,287	)	4,203	1,372	2,114	5,402

–

deferring and amortising the gain from the sale of the capacity leased back by the Company over the lease period in the consolidated income statement;

~~The~~– ~~Group’s~~recognising ~~cash~~the ~~and~~leased ~~cash~~assets ~~equivalents~~and ~~as a percentage of~~ the ~~total~~related ~~cash~~finance ~~and~~lease ~~cash~~obligations ~~equivalents~~in atthe ~~31 December~~consolidated ~~2009 were~~statement ~~denominated~~of asfinancial ~~follows:~~ position;

HK$			USD			IDR			THB			Others			Total
0.2	%		98.0	%		1.2	%		0.3	%		0.3	%		100.0	%

–

recognising depreciation expense on the leased assets and interest expense on the lease payments as finance lease charges.

AsThe atgain ~~31 December~~attributable ~~2009, total borrowings of HK$20 million (2008 – HK$69 million) were guaranteed by members of HWL group in respect of loans~~ to the ~~Group’s~~portion ~~Thailand~~of ~~operation only. Under~~ the ~~terms~~ capacity of athe ~~credit~~base ~~support~~station ~~agreement~~tower ~~between~~sites ~~the~~sold ~~Company~~under ~~and HWL group,~~ the ~~Company~~Tower ~~agreed~~Transfer toAgreement ~~pay~~that ~~a guarantee fee charged at normal commercial rates. The Company~~ has ~~also~~not ~~provided~~been aleased ~~counter-indemnity~~back inby ~~favour of HWL and its related companies in respect of such guarantees~~HCPT, ~~for~~amounting soto ~~long as there remains a guarantee liability~~US$54.6 ~~The~~million ~~total~~(HK$426 ~~amount~~million), ofcontinues ~~fees paid~~ to ~~HWL~~be ~~group~~recognised in ~~2009~~the inincome ~~respect~~statement ofin ~~these borrowings was HK$2 million (~~2008 ~~– HK$10 million)~~.

~~As at~~22 ~~31 December~~Hutchison ~~2009,~~Telecommunications noInternational ~~fixed~~Limited ~~assets and current assets of the Group were used as collateral for the Group’s borrowings (2008 – fixed assets of HK$1,131 million and current assets of HK$14 million). As at 31 December~~ 2009, ~~the Group~~Annual had total current borrowings of HK$470 million (2008 – HK$7,652 million) and total non-current borrowings of HK$1,817 million (2008 – HK$4,434 million) respectively, none of the Group’s current borrowings (2008 – HK$948 million) and non-current borrowings (2008 – Nil) were secured. Report

~~The~~Management ~~Group’s~~Discussion ~~capital expenditure on fixed assets for the years ended 31 December 2009~~ and ~~2008~~Analysis ~~are as follows:~~

	2008	2009
	HK$ millions	HK$ millions
	(Restated - Note 2(b))
Thailand	34	31
Indonesia	3,030	2,864
Vietnam	259	646
Sri Lanka	182	121
Corporate office	4	—
Total capital expenditure	3,509	3,662

The Group undertook a number of transactions since the beginning of 2009 that affected its results for the year or will affect its results going forward. These include:

21¡ On 7 May 2009, the Company completed the payment of an interim dividend which was satisfied by way of distribution in specie of the entire share capital of Hutchison Telecommunications Hong Kong Holdings Limited (“HTHKH”). The shares of HTHKH were listed on the Main Board of the Stock Exchange of Hong Kong Limited on 8 May 2009.

~~TREASURY~~¡ ~~POLICIES~~On 12 August 2009, the Group entered into an agreement to sell to Scailex Corporation Ltd., our entire indirect interest in Partner Communications Company Ltd. (“Partner Communications”), the operating company for the Group’s Israel operation, for a total consideration of NIS5,294.4 million (approximately HK$10,620 million). The Group recorded a gain on disposal of approximately US$812 million (approximately HK$6,333 million) from the transaction, which was completed on 28 October 2009.

~~The~~¡ ~~Group’s~~On ~~overall~~8 ~~treasury~~January ~~and funding policies focus on financial risks management~~2010, ~~including~~Hutchison ~~interest~~Telecommunications ~~rate~~Holdings ~~and~~Limited ~~foreign~~(the ~~exchange risks~~“Offeror”), ~~and~~an onindirect ~~cost~~wholly-owned ~~efficient~~subsidiary ~~funding~~ of ~~the~~Hutchison ~~operations~~Whampoa ofLimited ~~its companies. In general~~(“HWL”), ~~financings~~requested ~~are raised through~~ the ~~Group’s~~Board ~~operating~~of ~~subsidiaries~~Directors ~~to meet their respective funding requirements. For overseas operations, which consist~~ of ~~non-Hong Kong Dollar and non-US Dollar assets,~~ the ~~Group~~Company ~~generally endeavors~~ to ~~hedge~~put ~~its~~forward ~~foreign~~a ~~currency~~proposal ~~positions~~to ~~with~~privatise the ~~appropriate~~Company ~~level~~by way of ~~borrowings~~a inscheme ~~those~~of ~~same~~arrangement ~~currencies.~~under ~~For~~Section ~~transactions~~86 ~~directly~~of ~~related to~~ the ~~underlying~~Companies ~~businesses,~~Law ~~forward foreign exchange contracts and interest rate and currency swaps may be utilised when suitable opportunities arise. The use~~ of ~~derivative instruments is strictly controlled and solely for management of~~ the ~~Group’s~~Cayman ~~interest~~Islands ~~rate and foreign currency exchange rate exposures in connection with its borrowings. It is~~ (the ~~Group’s policy not to enter into derivative transactions for speculative purposes~~“Proposal1”).

~~CONTINGENT~~Basis ~~LIABILITIES~~of Preparation of Accounts

The ~~Group~~Company’s ~~had~~consolidated ~~contingent~~accounts ~~liabilities~~were prepared in ~~respect~~accordance ofwith IFRS. The Company’s subsidiaries are grouped into the following four segments for financial reporting purposes, based on their geographic area of operation and principal business line:

~~(a)~~¡ ~~as at 31 December 2009, performance guarantees amounting to approximately HK$6 million (2008 – HK$50 million).~~Thailand

~~(b)~~¡ as at 31 December 2008, a guarantee amounting to approximately HK$503 million to a bank as collateral to a performance bond required by the Office of the Telecommunications Authority in Hong Kong under the terms of the mobile telecommunications licence granted to a subsidiary. No such guarantee was provided by the Group as at 31 December 2009.Indonesia

~~(c)~~¡ as at 31 December 2008, a total of 18 claims against Partner Communications, and, in some such claims, together with other cellular operators in Israel, each with a motion to certify as class action, in respect of the following:Vietnam

		Amount of claim In approximate HK$ millions
		2008
Alleged violation of antitrust law		246
Alleged consumer complaints		1,719
Alleged unauthorised erection of cellular antennas, causing environmental damages		2,050

Others

~~Subsequent~~The toresults of the ~~disposal~~Group’s entire indirect interest of ~~Partner~~the ~~Communications~~operations ~~in 2009,~~of ~~these~~subsidiaries ~~claims~~spun ~~were~~off ~~not~~and ~~considered~~disposed asof during the ~~Group~~year are included in the Company’s ~~contingent~~consolidated ~~liabilities~~accounts asup atto ~~31 December~~the ~~2009~~effective dates of their spin-off or disposal.

~~(d)~~As asa atresult 31of ~~December~~the ~~2008,~~distribution aof ~~claim~~HTHKH ofshares ~~approximately~~on ~~NIS42.5~~7 May ~~million~~2009 ~~(approximately~~and ~~HK$87~~the ~~million)~~sale byof the ~~Ministry~~Group’s ofentire ~~Communications~~indirect interest in ~~Israel~~Partner ~~(the~~Communications ~~“MoC”)~~on in28 October ~~respect~~2009, of the ~~past~~results ~~use~~pertaining ofto ~~certain~~the ~~frequency~~Hong ~~band~~Kong, byMacau ~~Partner~~and ~~Communications~~Israel ~~pursuant~~operations tohave anbeen ~~agreement~~presented ~~made~~in ~~between~~the ~~Partner~~Company’s ~~Communications~~consolidated ~~and~~accounts ~~the~~as ~~Palestinian~~discontinued ~~mobile~~operations ~~operator~~in ~~being~~accordance ~~allocated~~with ~~such~~IFRS ~~frequency~~5 “Non-current ~~band,~~Assets ~~which~~Held ~~agreement~~for ~~was~~Sale ~~endorsed~~and byDiscontinued ~~the MoC~~Operations”. ~~Subsequent~~In toaccordance with this presentation, the ~~disposal~~results of ~~Partner~~discontinued ~~Communications~~operations inare ~~2009,~~excluded ~~this~~from ~~claim~~the ~~was~~totals ~~not~~used ~~considered~~in as the ~~Group’s~~discussion ~~contingent~~of ~~liabilities~~operating results as at 31and for the years ended 31 December 2008 and 2009.

22“Others” is comprised of the Group’s operations in Sri Lanka, Ghana and operation of the Group’s corporate office. The operating results of the Group’s Ghana operation were recorded in the Group’s consolidated accounts up to the completion of the sale of its indirect interest on 11 July 2008 in this operation.

~~RECENT~~Note ~~EVENT~~1: For further details of the Proposal and proposed timetable for despatch of the scheme document, please see the joint announcement of the Offeror, HWL and the Company dated 8 January 2010, the announcement of the Company dated 15 January 2010 and the joint announcement of the Offeror, HWL and the Company dated 28 January 2010 which were posted on the Company’s website on 8 January 2010, 15 January 2010 and 28 January 2010 respectively and filed with the US Securities and Exchange Commission under Form 6-K on 8 January 2010, 15 January 2010 and 28 January 2010 respectively.

~~The~~Hutchison ~~following~~Telecommunications ~~event~~International ~~occurred~~Limited ~~subsequent to 31 December~~ 2009 upAnnual toReport ~~the date of this announcement:~~ 23

~~PURCHASE,~~Management ~~SALE~~Discussion ORand ~~REDEMPTION~~Analysis ~~OF THE COMPANY’S LISTED SECURITIES~~

~~During~~Results ~~the year, neither the Company nor any~~ of ~~its subsidiaries~~Operations ~~has purchased or sold any of the Company’s listed securities. In addition, the Company has not redeemed any of its listed securities during the year.~~

~~COMPLIANCE~~The ~~WITH~~following ~~THE~~table ~~CODE~~presents, ONfor ~~CORPORATE~~the ~~GOVERNANCE~~years ~~PRACTICES~~indicated, the major line items in the Group’s consolidated income statement, including such amounts expressed as a percentage of its total turnover:

The Company is committed to achieving and maintaining the highest standards of corporate governance. Throughout the year ended 31 December 2009, the Company has been fully compliant with all code provisions of the Code on Corporate Governance Practices contained in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“The Listing Rules”).


	Year ended 31 December
	2008				2009
	(Restated)
	HK$ millions, except percentages
Consolidated income statement
			%				%
Continuing operations:
Turnover	1,808		100.0		1,856		100.0
Staff costs	(390	)	(21.6	)	(340	)	(18.3	)
Depreciation and amortisation	(675	)	(37.3	)	(708	)	(38.2	)
Other operating expenses	(3,050	)	(168.7	)	(3,300	)	(177.8	)
	(2,307	)	(127.6	)	(2,492	)	(134.3	)
Profit on disposal of investments and others, net	1,494		82.6		423		22.8
Operating loss	(813	)	(45.0	)	(2,069	)	(111.5	)
Interest income	898		49.7		15		0.8
Interest and other finance costs	(734	)	(40.6	)	(653	)	(35.2	)
Loss before taxation	(649	)	(35.9	)	(2,707	)	(145.9	)
Taxation	(79	)	(4.4	)	(29	)	(1.5	)
Loss for the year from continuing operations	(728	)	(40.3	)	(2,736	)	(147.4	)
Discontinued operations:
Profit for the year from discontinued operations	2,396		132.5		8,517		458.9
Profit for the year	1,668		92.2		5,781		311.5
Attributable to:
Equity holders of the Company:
- continuing operations	(283	)	(15.7	)	(2,592	)	(139.6	)
- discontinued operations	1,415		78.3		7,532		405.8
Profit attributable to equity holders of the Company	1,132		62.6		4,940		266.2
Minority interest:
- continuing operations	(445	)	(24.6	)	(144	)	(7.8	)
- discontinued operations	981		54.2		985		53.1
Profit attributable to minority interest	536		29.6		841		45.3
Profit for the year	1,668		92.2		5,781		311.5

~~SECURITIES~~24 ~~TRANSACTIONS~~Hutchison Telecommunications International Limited 2009 Annual Report

~~GENERAL~~Management ~~INFORMATION~~Discussion and Analysis

~~The~~Year ~~consolidated accounts of the Company and its subsidiaries for the year~~ ended 31 December 2009 ~~have~~compared ~~been~~with ~~reviewed~~year ~~by the audit committee of the~~ended ~~Company~~31 December ~~and~~2008 ~~audited by the Company’s independent auditor, PricewaterhouseCoopers. The independent auditor’s report will be included in the Annual Report to shareholders.~~

~~NON-GAAP~~Group ~~MEASURES~~results

~~While~~Turnover non-GAAP (generally accepted accounting principles) measures such as EBITDA and LBITDA are often used by companies as an indicator of operating performance, they are not expressly permitted measures under International Financial Reporting Standards and may not be comparable to similarly titled measures for other companies. Accordingly, such non-GAAP measures should not be considered as an alternative to operating income as an indicator of the operating performance of the Group or as an alternative to cash flows from operating activities as a measure of liquidity. The use of non-GAAP measures is provided solely to enhance the overall understanding of the Group’s current financial performance. Additionally because the Group has historically reported certain non-GAAP results to investors, the Group considers the inclusion of non-GAAP measures provides consistency in our financial reporting.

~~CAUTIONARY~~The ~~STATEMENTS~~Group’s turnover from continuing operations in 2009 was HK$1,856 million, an increase of 2.7% from HK$1,808 million in 2008.

~~This~~The ~~announcement~~increase ~~contains~~in ~~forward-looking~~turnover ~~statements.~~in ~~Statements~~2009 ~~that~~was ~~are~~driven ~~not~~mainly ~~historical~~from ~~facts,~~our ~~including~~Indonesia ~~those~~and ~~about~~Vietnam ~~the Company’s beliefs and expectations~~operations, ~~are~~partially ~~forward-looking~~offset ~~statements.~~by ~~These~~a revenue ~~statements~~decrease ~~are~~in ~~based~~Sri onLanka ~~current plans, estimates~~ and ~~projections,~~Thailand ~~and~~operations. ~~therefore~~Turnover ~~undue~~from ~~reliance~~Thailand ~~should~~operation ~~not~~represented ~~be placed on them~~56.3% ~~Forward-looking statements speak only as~~ of the ~~date~~Group’s ~~they~~total ~~are~~turnover ~~made,~~ and ~~the~~ ~~Company~~Indonesia, ~~has~~Vietnam noand ~~obligation~~Sri toLanka ~~update~~accounted ~~any~~for ~~of them publicly with respect to any new information or future events~~32. ~~Forward-looking statements involve inherent risks~~8%, ~~uncertainties~~7.6% and ~~assumptions~~3. ~~The Company cautions you that if these risks or uncertainties ever materialise or the assumptions prove incorrect~~3%, ~~or if a number of important factors occur or do not occur, the Company’s actual results may differ materially from those expressed or implied in any forward-looking statement~~respectively. ~~Additional~~ information as to factors that may cause actual results to differ materially from the Company’s forward-looking statements can be found in the Company’s filings with the United States Securities and Exchange Commission.

23The Group’s customer base was approximately 12.8 million as at 31 December 2009, compared to 12.1 million at the end of 2008. The Group did not report any customers in Israel, Hong Kong or Macau at the end of 2009 due to the spin-off of the Group’s entire indirect interest in the Hong Kong and Macau operations in May 2009 and the disposal of the Group’s entire indirect interest in the Israel operation in October 2009. Excluding the customers in Israel, Hong Kong and Macau, the Group’s customer base at the end of 2008 was approximately 6.5 million. With this exclusion, on like-for-like basis the Group’s mobile telecommunications customer base grew 97.6% year-on-year, driven mainly by the 89.5% growth, or over 4.0 million net addition in the Group’s Indonesia customer base, and approximately 2.5 million customer additions to the Group’s Vietnam operation following the launch of GSM services in the second quarter of 2009.

AsOperating atexpenses ~~the date of this announcement, the Directors of the Company are:~~

~~Executive~~The ~~Directors:~~following ~~Independent~~table ~~Non-executive~~presents ~~Directors:~~a ~~Mr.~~breakdown ~~LUI~~of ~~Dennis~~the ~~Pok~~Group’s ~~Man~~operating ~~Mr.~~expenses ~~KWAN~~from ~~Kai~~continuing ~~Cheong~~operations ~~Mr.~~for ~~Christopher~~the ~~John~~years ~~FOLL~~indicated ~~Mr.~~and ~~John~~the W.percentage ~~STANTON~~change ~~Mr.~~from ~~CHAN~~year ~~Ting Yu Mr. Kevin WESTLEY (Also Alternate~~ to ~~Mr. Lui Dennis Pok Man) Non-executive Directors~~year: Alternate Director: Mr. FOK Kin-ning, Canning (Chairman) Mr. WOO Chiu Man, Cliff Mrs. CHOW WOO Mo Fong, Susan (Alternate to Mr. Christopher John Foll) (Also Alternate to Mr. Fok Kin-ning, Canning and Mr. Frank John Sixt) Mr. Frank John SIXT


	Year ended 31 December
	2008	2009	Change
	(Restated)
	HK$ millions	HK$ millions	%
Staff costs	390	340	(12.8	)
Depreciation and amortisation	675	708	4.9
Other operating expenses	3,050	3,300	8.2
Total operating expenses	4,115	4,348	5.7

~~Exhibit~~The 1Group’s operating expenses in 2009 increased 5.27% to HK$4,348 million compared to HK$4,115 million in 2008. The increase in operating expenses for the year was partly a result of higher operating expenses incurred from the network expansion in the Group’s Indonesia operation and the launch of GSM services in Vietnam.

~~Hong~~Staff ~~Kong~~costs ~~Exchanges~~decreased ~~and~~12.8% ~~Clearing~~to ~~Limited~~HK$340 ~~and~~million ~~The~~in ~~Stock~~2009 ~~Exchange~~from ofHK$390 ~~Hong~~million ~~Kong~~in ~~Limited~~2008. ~~take~~As noa ~~responsibility~~percentage ~~for~~of ~~the~~total ~~contents~~turnover, ofstaff ~~this~~costs ~~announcement,~~decreased ~~make~~to no18.3% ~~representation~~of asturnover toin ~~its~~2009 ~~accuracy~~from ~~or completeness~~21.6% ~~and~~in ~~expressly~~2008. ~~disclaim~~The decrease ~~any~~in ~~liability~~staff ~~whatsoever~~costs ~~for~~was ~~any~~partly ~~loss~~due ~~howsoever~~to ~~arising~~a ~~from~~71.7% ordecrease in ~~reliance~~share-based ~~upon~~compensation ~~the~~charges, ~~whole~~which orwas ~~any~~due ~~part~~to one of the ~~contents~~share ofoption ~~this~~schemes, ~~announcement~~the 2005 grant, fully vested during 2008.

~~HUTCHISON~~Depreciation ~~TELECOMMUNICATIONS~~and ~~INTERNATIONAL~~amortisation ~~LIMITED~~increased 4.9% to HK$708 million in 2009 from HK$675 million in 2008. The depreciation and amortisation expenses in 2008 included the recognition of an accelerated depreciation charge totalling HK$167 million related to non-reusable CDMA equipment and certain capitalised expenses in connection with the Group’s switch from CDMA to GSM technology in Vietnam. Excluding this one-off accelerated depreciation charge from 2008, depreciation and amortisation expenses in 2009 would have increased 39.4% from HK$508 million in 2008, primarily reflecting the capital investment in network build-out in Indonesia and Vietnam during the year.

~~(incorporated~~Hutchison inTelecommunications ~~the~~International ~~Cayman~~Limited ~~Islands~~2009 ~~with~~Annual ~~limited~~Report ~~liability)~~ 25

~~Announcement~~Management Discussion and Analysis

~~UNAUDITED~~The ~~KEY~~following ~~PERFORMANCE~~table ~~INDICATORS~~presents ~~FOR~~a ~~THE~~breakdown ~~FOURTH~~of ~~QUARTER~~the ~~2009~~Group’s other operating expenses from continuing operations:

HIGHLIGHTS


	Year ended 31 December
	2008	2009	Change
	(Restated)
	HK$ millions	HK$ millions	%
Cost of services provided	826	926	12.1
General administrative and distribution costs	1,287	1,685	30.9
Operating leases in respect of buildings, hire of plant, machinery and equipment	353	606	71.7
Others	584	83	(85.8	)
Other operating expenses	3,050	3,300	8.2

•The ~~Total~~Group’s ~~customer~~other ~~base~~operating atexpenses ~~approximately~~increased ~~12.~~8.2% to HK$3,300 million in 2009 from HK$3,050 million in 2008. The main component of the Group’s other operating expenses is the general administrative and distribution costs, which increased 30.9% to HK$1,685 million in 2009 from HK$1,287 million in 2008. The increase in general administrative and distribution costs was driven mainly by the business expansion in Indonesia and partly by the GSM rollout in Vietnam.

•The ~~Indonesia~~increase ~~customer~~in ~~base~~other ~~grew~~operating 16expenses was also due to a 12.71% increase in cost of services provided (consisting of interconnection, roaming, international termination charges and network operating costs) to ~~8.5~~HK$926 million in 2009 from HK$826 million in 2008. The increase in cost of services provided was mainly due to the growth in the customer bases and revenues of the Group’s Indonesia and Vietnam operations.

•In ~~Vietnam~~2009, ~~customer~~operating ~~base~~leases ~~grew~~in ~~145~~respect of buildings, hire of plant, machinery and equipment increased 71.17% to ~~approximately~~HK$606 ~~2.5~~million, compared to HK$353 million in 2008, largely as a result of the increased number of base station tower facilities in Indonesia that were leased from other operators or tower companies.

InOthers decreased ~~the~~to ~~fourth~~HK$83 ~~quarter,~~million ~~all~~in ~~our~~2009 ~~emerging~~from ~~market~~HK$584 ~~operations~~million ~~recorded~~in ~~positive~~2008, ~~growth~~primarily indue ~~customer~~to ~~bases~~the ~~with~~record ~~approximately~~of ~~2.9 million~~a ~~net~~foreign ~~additions registered~~exchange ~~during~~gain that arose from the ~~quarter.~~translation ~~Our~~of ~~total~~the ~~customer~~foreign ~~base~~currency ~~grew~~monetary ~~29.0%~~assets ~~quarterly~~and orliabilities ~~97.6%~~while ~~yearly~~in to2008 ~~approximately~~a ~~12.8~~foreign ~~million~~exchange loss was recorded.

WeProfit ~~continued~~on ~~to expand~~disposal ~~our~~of ~~network~~investments ~~footprints~~and ~~in the fourth quarter by adding more than 2~~others,~~300~~ ~~base~~net ~~stations in the three emerging markets, increasing the population coverage to 76% and 80% in Indonesia and Vietnam respectively.~~

~~OPERATIONS~~The ~~REVIEW~~Group’s profit on disposal of investments and others, net decreased to HK$423 million in 2009 from HK$1,494 million in 2008. The decrease was primarily a result of the lower profits recorded in the Group’s Indonesia operation:

~~Indonesia~~ ¡ a profit on the sale of base station tower sites of HK$268 million in 2009 compared to HK$465 million in 2008; and

~~Our~~¡ ~~Indonesia~~a ~~operation~~profit ~~added~~of ~~approximately~~HK$155 ~~1.2~~ million ~~customers~~in ~~during~~2009, ~~the~~mainly ~~quarter,~~in ~~taking~~relation ~~the~~to ~~customer~~compensations ~~base~~received tofrom ~~8.5 million~~network at suppliers in the ~~end~~form of ~~the~~credit ~~quarter.~~vouchers in 2009, compared to HK$731 million in 2008.

~~Blended~~In ~~Average Revenue Per User (“ARPU”) at IDR11~~addition,~~330,~~ ~~improved~~a ~~1.0%~~net ~~compared~~profit toof ~~last~~HK$298 ~~quarter~~million ~~and 4.9%~~on ~~compared~~disposal toof the ~~same~~Group’s ~~quarter~~indirect ~~last~~interest ~~year,~~in ~~driven~~Ghana ~~mainly~~operation bywas ~~the~~recognised ~~increase~~ in ~~non-voice ARPU of 9~~2008.9% ~~quarterly and 79.7% yearly.~~

~~Minutes of Use~~Operating ~~(“MOU”)~~loss ~~decreased 20.4% to 39 minutes compared to the previous quarter due partly to the significant increase in customers and reflected the short term effect of price increased in the quarter.~~

~~Churn~~The ~~remains~~Group’s atoperating loss from continuing operations was HK$2,069 million in 2009 compared to HK$813 million in 2008. The increase in operating loss in 2009 was largely due to the ~~same~~decrease ~~level~~in asprofit ~~last~~on ~~quarter~~disposal atof 24investments and others, net, offset in part by the absence of other one-off charges in 2008, including the accelerated depreciation charges in the Group’s Vietnam operation of HK$167 million and a non-cash exchange loss of HK$156 million arising from the Group’s payment of a special dividend in 2008.9% Excluding these items, operating loss in 2009 would have been HK$2,492 million compared to HK$1,984 million in 2008.

126 Hutchison Telecommunications International Limited 2009 Annual Report

~~Our~~Management ~~Vietnam~~Discussion ~~customer~~and ~~base~~Analysis ~~grew strongly in the fourth quarter by adding approximately 1.5 million customers, finishing the year with approximately 2.5 million customers.~~

InInterest ~~the third quarter, market competition intensified with heavy promotional~~ and ~~bonus minutes being offered by~~ other ~~operators.~~finance ~~Our blended ARPU has been impacted and decreased 26.7% to VND34~~costs,~~621~~ ~~compared~~net ~~to last quarter at VND47,263.~~

~~Blended~~Interest ~~MOU~~income ~~increased~~decreased 1298.3% ~~quarter-on-quarter~~ to ~~182~~HK$15 million in 2009 from HK$898 million in 2008. The decrease in interest income ~~minutes,~~in ~~driven~~2009 was mainly bydue to the ~~increase~~significant drop in oncash balance as a result of the payment of a special dividend of HK$33.7 billion in December 2008. Interest and other finance costs decreased to HK$653 million in 2009 from HK$734 million in 2008. The interest and other finance costs were comprised mainly of the notional non-~~net~~cash ~~traffic~~interest ~~stimulated~~accretion, the interest expenses on obligations under finance leases and the finance charges which arose from the drawdown of an inter-group loan provided by ~~promotion~~an ~~offers~~indirect subsidiary of HWL which was fully repaid in the fourth quarter of 2009.

~~Churn~~Loss ~~improved~~before taxation ~~slightly to 8.4%.~~

~~Sri~~As ~~Lanka~~a result of the foregoing, the Group recorded a loss before taxation of HK$2,707 million in 2009, compared to HK$649 million in 2008.

~~Our~~Taxation Sri Lanka operation registered a 38.4% growth in customer base and finished the quarter with 779,000 customers. As a result of the intense market competition, both ARPU and MOU decreased approximately 21% quarter-on-quarter to LKR90 and 63 minutes, respectively. Churn improved to below 1%.

~~FOK~~The ~~Kin-ning~~Group’s taxation charge in 2009 was HK$29 million, ~~Canning~~decreased from HK$79 million in 2008, comprised of a current taxation charge of HK$30 million and a deferred taxation credit of HK$1 million.

~~Chairman~~Loss for the year from continuing operations

~~Hong~~As ~~Kong~~a result of the foregoing, ~~4 March~~in ~~2010~~2009 the Group recorded a loss from continuing operations of HK$2,736 million, compared to HK$728 million in 2008.

~~Disclaimer:~~Profit for the year from discontinued operations

~~NON-GAAP~~In ~~MEASURES~~March 2009, the Group approved the payment of an interim dividend to be satisfied by way of distribution in specie of the entire share capital of HTHKH. In August 2009, the Group entered into an agreement to sell the Group’s entire indirect interest in Partner Communications in Israel. Accordingly, the results pertaining to Hong Kong, Macau and Israel operations were presented as discontinued operations in accordance with IFRS 5.

~~While~~The ~~non-GAAP~~Group’s ~~(generally~~discontinued ~~accepted~~operations ~~accounting~~contributed ~~principles)~~HK$8,517 ~~measures~~million ~~such~~to asits ~~EBITDA~~profit ~~and~~for ~~LBITDA~~2009. ~~are~~This ~~often~~amount ~~used~~comprised ~~by companies as an indicator~~ of ~~operating performance~~HK$2,184 ~~they~~million ~~are~~from ~~not~~operating ~~expressly~~activities ~~permitted~~up ~~measures under International Financial Reporting Standards and may not be comparable~~ to ~~similarly~~the ~~titled~~effective ~~measures~~dates ~~for~~of ~~other~~the ~~companies. Accordingly, such non~~spin-~~GAAP~~off ~~measures~~of ~~should not be~~HTHKH ~~considered~~and assale ~~an alternative to operating income as an indicator~~ of the ~~operating~~entire ~~performance~~indirect ofinterest ~~the~~in ~~Group~~Partner orCommunications asand anHK$6,333 ~~alternative~~million ~~to cash flows~~ from ~~operating~~the ~~activities~~gain ason asale ~~measure~~ of ~~liquidity. The use of non-GAAP measures is provided solely to enhance~~ the ~~overall~~entire ~~understanding~~indirect ofinterest ~~the~~in ~~Group’s~~Partner ~~current financial performance~~Communications. ~~Additionally~~Profit ~~because~~for the ~~Group~~year ~~has~~from ~~historically~~discontinued ~~reported~~operations ~~certain~~in ~~non-GAAP~~2008 ~~results~~was ~~to investors~~HK$2,396 ~~the Group considers the inclusion of non-GAAP measures provides consistency in our financial reporting~~million.

~~CAUTIONARY~~Profit ~~STATEMENTS~~attributable to equity holders of the Company

~~This~~Profit ~~announcement~~attributable ~~contains~~to ~~forward-looking~~the ~~statements.~~equity ~~Statements~~holders ~~that~~of ~~are not historical facts, including those about~~ the Company’s ~~beliefs~~in ~~and~~2009 ~~expectations~~was HK$4,940 ~~are~~million, ~~forward-looking~~or ~~statements.~~earnings ~~These statements~~per ~~are~~share ~~based~~of HK$1.03, oncompared ~~current~~to ~~plans~~HK$1,132 ~~estimates and projections~~million, ~~and~~or ~~therefore~~earnings ~~undue~~per ~~reliance~~share ~~should~~of ~~not~~HK$0.24 bein ~~placed on them~~2008. ~~Forward-looking~~The ~~statements~~profit ~~speak~~attributable ~~only~~to asequity holders of the ~~date they are made, and the~~ Company ~~has~~in no2009 ~~obligation~~consisted toof ~~update~~a ~~any~~loss offrom ~~them publicly~~continuing ~~with~~operations ~~respect~~attributable to ~~any~~the ~~new~~equity ~~information~~holders orof ~~future~~the ~~events. Forward-looking statements involve inherent risks, uncertainties and assumptions. The~~ Company ~~cautions that if these risks or uncertainties ever materialise or the assumptions prove~~of ~~incorrect~~HK$2,592 million, or if a ~~number~~loss ofper ~~important~~share ~~factors~~of ~~occur or do not occur~~HK$0.53, ~~the~~and ~~Company’s~~a ~~actual~~profit ~~results may differ materially~~ from ~~those~~discontinued ~~expressed~~operations orattributable ~~implied in any forward-looking statement. Additional information as~~ to ~~factors that may cause actual results to differ materially from~~ the ~~Company’s~~equity ~~forward-looking~~holders ~~statements~~of ~~can be found in~~ the Company’s ~~filings~~of ~~with~~HK$7,532 ~~the United States Securities and Exchange Commission~~million.

2Hutchison Telecommunications International Limited 2009 Annual Report 27

Customer Base	Q4 200931 December 2009			Q3 200930 September 2009			Q2 200930 June 2009			Q1 200931 March 2009			Q4 200831 December 2008
Market	Total(‘000)	Postpaid(‘000)	Prepaid(‘000)	Total(‘000)	Postpaid(‘000)	Prepaid(‘000)	Total(‘000)	Postpaid(‘000)	Prepaid(‘000)	Total(‘000)	Postpaid(‘000)	Prepaid(‘000)	Total(‘000)	Postpaid(‘000)	Prepaid(‘000)
Indonesia	8,529	18	8,511	7,311	16	7,295	6,434	12	6,422	5,305	12	5,293	4,501	11	4,490
Sri Lanka	779	—	779	563	—	563	536	—	536	722	—	722	887	—	887
Vietnam	2,498	2	2,496	1,019	1	1,018	624	1	623	X	X	X	X	X	X

Management Discussion and Analysis

~~Notes:~~Results of the Group’s operating companies

~~(1)~~The Afollowing ~~customer~~table ispresents ~~defined as~~ a ~~Postpaid~~breakdown ~~Customer~~of orturnover afor ~~Prepaid~~the ~~Customer~~years ~~who~~indicated ~~has~~by asegment ~~Subscriber~~and ~~Identity~~the ~~Module~~percentage ~~(“SIM”)~~of ortotal turnover ~~Universal~~accounted ~~Subscriber Identity Module (“USIM”) that has access to the network~~ for ~~any~~by ~~purpose,~~each ~~including~~segment: ~~voice, data or video services.~~

(2) Postpaid Customers are defined as those whose mobile telecommunications service usage is paid in arrears upon receipt of the mobile telecommunications operator's invoice and who have not been temporarily or permanently suspended from service.


	Year ended 31 December
	2008		2009
	(Restated)
	HK$ millions	%	HK$ millions	%
Thailand	1,192	65.9	1,046	56.3
Indonesia	315	17.4	608	32.8
Vietnam	18	1.0	141	7.6
Others:
Ghana	123	6.8	–	–
Sri Lanka	160	8.9	61	3.3
Total others:	283	15.7	61	3.3
Turnover	1,808	100.0	1,856	100.0

~~(3)~~The ~~Prepaid~~following ~~Customers~~table ~~are~~presents ~~defined~~a asbreakdown ~~customers~~of ~~with~~operating ~~prepaid~~expenses ~~SIM~~for ~~cards~~the oryears ~~prepaid~~indicated ~~USIM~~by ~~cards~~segment ~~that~~and ~~have~~the ~~been~~percentage ~~activated~~of ~~but~~total ~~not~~operating ~~been~~expenses ~~used~~accounted upfor orby ~~expired~~each atsegment: ~~period end. A new prepaid customer is recognised upon making the first call or registration/activation.~~

(4) All numbers quoted on the basis of the total customer base of the operation irrespective of the Company's ownership percentage.


	Year ended 31 December
	2008		2009
	(Restated)
	HK$ millions	%	HK$ millions	%
Thailand	1,112	27.0	968	22.3
Indonesia	1,864	45.3	2,487	57.2
Vietnam	538	13.1	574	13.2
Others:
Ghana	136	3.3	–	–
Sri Lanka	167	4.1	203	4.7
Others	298	7.2	116	2.6
Total others:	601	14.6	319	7.3
Operating expenses	4,115	100.0	4,348	100.0

~~(5)~~28 ~~All~~Hutchison ~~numbers~~Telecommunications ~~quoted~~International asLimited at2009 ~~last~~Annual ~~day of the quarter.~~Report

ARPU1		Q4 200931 December 2009			Q3 200930 September 2009			Q2 200930 June 2009			Q1 200931 March 2009			Q4 200831 December 2008
Market	Currency	Blended	Postpaid	Prepaid	Blended	Postpaid	Prepaid	Blended	Postpaid	Prepaid	Blended	Postpaid	Prepaid	Blended	Postpaid	Prepaid
Indonesia	IDR	11,330	193,579	10,949	11,216	193,509	10,846	10,744	201,935	10,316	10,361	182,534	9,963	10,800	133,596	10,507
Sri Lanka	LKR	90	—	90	114	—	114	119	—	119	148	—	148	164	—	164
Vietnam	VND	34,621	369,368	34,338	47,263	306,630	46,977	68,325	250,043	68,042	X	X	X	X	X	X

Management Discussion and Analysis

~~Notes~~The following table presents, for the years indicated, a breakdown of operating profit/(loss) by segment, profit on disposal of investments and others, net, and the percentage of total operating loss before disposal of investment and others accounted for by each segment:

(1) The monthly Average Revenue Per User (“ARPU”) is calculated as the total Service Revenues for the month divided by the simple average number of activated customers for the month. The monthly ARPU for the quarter represents the average of the monthly ARPU in the quarter.


	Year ended 31 December
	2008				2009
	(Restated)
	HK$ millions		%		HK$ millions		%
Thailand	80		(3.5	)	78		(3.1	)
Indonesia	(1,549	)	67.1		(1,879	)	75.4
Vietnam	(520	)	22.5		(433	)	17.4
Others:
Ghana	(13	)	0.6		–		–
Sri Lanka	(7	)	0.3		(142	)	5.7
Others	(298	)	13.0		(116	)	4.6
Total others:	(318	)	13.9		(258	)	10.3
Operating loss before disposal of investments and others	(2,307	)	100.0		(2,492	)	100.0
Profit on disposal of investments and others, net	1,494				423
Operating loss	(813	)			(2,069	)

~~(2)~~¡ ~~Service~~Indonesia. ~~Revenues~~The ~~are~~Group’s ~~defined~~Indonesia asoperation accounted for 32.8% of the ~~direct~~Group’s ~~recurring~~total ~~service~~turnover ~~revenues~~in ~~plus~~2009, ~~roaming~~compared ~~revenues~~to 17.4% in 2008. The Group’s Indonesia operation expanded its network size to over 8,700 on-air base stations, achieving a customer base of over 8.5 million at the end of 2009, with more than 4 million net additions during the year. As at 31 December 2009, the geographical area covered by the Group’s network in Indonesia was approximately 76% of the country’s population.

~~(3)~~Turnover ~~The~~in ~~data~~2009 ~~for~~increased ~~Hong~~to ~~Kong~~HK$608 ~~(incl~~million ~~Macau)~~from HK$315 million in 2008, ~~Israel~~driven ~~and~~mainly ~~Thailand~~by ~~are~~the ~~excluded~~increased customer base.

MOU1	Q4 200931 December 2009			Q3 200930 September 2009			Q2 200930 June 2009			Q1 200931 March 2009			Q4 200831 December 2008
Market	Blended	Postpaid	Prepaid	Blended	Postpaid	Prepaid	Blended	Postpaid	Prepaid	Blended	Postpaid	Prepaid	Blended	Postpaid	Prepaid
Indonesia	39	326	38	49	362	48	55	375	54	55	342	55	55	225	55
Sri Lanka	63	—	63	79	—	79	77	—	77	77	—	77	74	—	74
Vietnam	182	135	182	162	176	162	221	156	221	X	X	X	X	X	X

Operating expenses increased to HK$2,487 million in 2009 from HK$1,864 million in 2008.

~~Notes:~~The number of base stations on-air increased from over 6,300 at the end of 2008 to over 8,700 at the end of 2009, resulting in higher operating costs, including higher network operation and maintenance costs, increased operating lease costs due to an increase in the number of base station tower facilities that are leased from third-party operators and tower companies, increased managed service costs and frequency fee charges. In addition, the Group’s Indonesia operation also incurred higher customer acquisition and retention costs in 2009 resulting from the growth in customer base. The increase in operating expenses was offset by a foreign exchange gain arose mainly from the translation of the finance lease obligations related to the sale and leaseback of the base station tower sites, while in 2008 an exchange loss was recorded.

~~(1)~~Depreciation ~~The~~and ~~monthly~~amortisation amounted ~~Minutes~~to ofHK$579 ~~Use~~million ~~(“MOU”)~~in is2009, ~~calculated~~compared asto ~~the~~HK$396 ~~total~~million ~~minutes~~in ~~carried~~2008. ~~over~~Depreciation ~~the~~expenses ~~network~~were ~~(2G~~recognised ~~total~~in ~~airtime~~respect ~~usage~~of +the 3Gnetwork ~~voice~~ and ~~video~~other ~~usage,~~assets ~~but~~and ~~excluding~~amortisation ~~inbound~~expenses ~~on-net~~were ~~minutes)~~recorded ~~for~~in ~~the~~respect ~~month~~of ~~divided by~~ the ~~simple~~3G ~~average~~licence, ~~number~~which ofhas ~~activated~~been ~~customer.~~capitalised as ~~The~~an ~~monthly~~intangible ~~MOU~~asset ~~for~~and ~~the~~amortised ~~quarter~~on ~~represents~~a ~~the~~straight-line ~~average~~basis ofover the ~~monthly~~life ~~MOU~~of in the ~~quarter~~licence.

During 2009, a total profit of HK$268 million was recognised on the base station tower sites sold to PT Profesional Telekomunikasi Indonesia (2“Protelindo”), ~~The~~of ~~data~~which ~~for~~HK$177 ~~Hong~~million ~~Kong~~was ~~(incl~~related ~~Macau)~~to the 969 base station tower sites sold in 2009 and HK$91 million was the amortised deferred gain. In 2008, ~~Israel~~a profit of HK$465 million was recognised from the sale of 2,248 base station tower sites to Protelindo of which HK$426 million was recognised in the income statement upon completion of the sale and ~~Thailand~~HK$39 ~~are~~million ~~excluded~~represented the amortised deferred gain. During 2009, the Group also recognised a gain of HK$155 million as other income mainly relating to the compensations received by the Group’s Indonesia operation from network suppliers in the form of credit vouchers compared to an other income of HK$731 million of the same nature in 2008.

Churn1	Q4 200931 December 2009						Q3 200930 September 2009						Q2 200930 June 2009						Q1 200931 March 2009						Q4 200831 December 2008
Market	Blended		Postpaid		Prepaid		Blended		Postpaid		Prepaid		Blended		Postpaid		Prepaid		Blended		Postpaid		Prepaid		Blended		Postpaid		Prepaid
Indonesia	24.9	%	8.4	%	24.9	%	24.7	%	6.3	%	24.7	%	24.9	%	12.8	%	25.0	%	24.8	%	4.8	%	24.9	%	24.2	%	4.1	%	24.3	%
Sri Lanka	0.6	%	—		0.6	%	1.5	%	—		1.5	%	10.8	%	—		10.8	%	7.1	%	—		7.1	%	4.4	%	—		4.4	%
Vietnam	8.4	%	3.6	%	8.4	%	9.3	%	9.1	%	9.3	%	0.3	%	10.6	%	0.3	%	X		X		X		X		X		X


Hutchison Telecommunications International Limited 2009 Annual Report				29

~~(1)~~Management ~~The~~Discussion ~~monthly churn % is calculated as the average number of disconnections (net of reconnection~~ and ~~internal~~Analysis migration between networks) for the month divided by the simple average number of activated customers for the month. The monthly churn % for the quarter represents the average of the monthly churn rates in the quarter.

~~(2)~~As ~~The~~a ~~data~~result ~~for~~of ~~Hong~~the ~~Kong~~factors ~~(incl~~discussed ~~Macau)~~above, ~~Israel~~operating loss after the profit on disposal of investments and ~~Thailand~~others, ~~are~~net ~~excluded~~was HK$1,456 million in 2009 compared to HK$353 million in 2008. Excluding the profit on disposal of investments and others, net, the Group’s Indonesia operation would have reported an operating loss of HK$1,879 million compared to HK$1,549 million in 2008 on a like-for-like basis.

¡ Vietnam. The ~~Board~~Group ~~wishes~~has tolaunched ~~remind~~its ~~investors~~GSM ~~that~~services in Vietnam in the ~~above~~second ~~key~~quarter ~~performance~~of ~~indicators~~2009, ~~are~~under ~~based~~the onnew brand name “Vietnamobile”, and recorded turnover of HK$141 million for the year. The Group’s ~~unaudited~~customer ~~internal~~base ~~records~~in Vietnam was approximately 2.5 ~~Investors~~million ~~are~~at ~~cautioned~~the ~~not~~end of 2009, almost entirely in the prepaid segment. The Group’s business in Vietnam is still in the initial expansion stage, where it is working to ~~unduly~~expand ~~rely~~the onservice ~~such~~coverage ~~data~~and increase penetration to the market. The Group’s Vietnam operation accounted for 7.6% of the Group’s total revenue.

3With the launch of the GSM services, operating expenses increased to HK$574 million in 2009 compared to HK$538 million in 2008, driven mainly by the increase in network operating costs and foreign exchange losses arose from the translation of the monetary assets and liabilities either on the settlement date or at year end, offset by lower depreciation and amortisation charge compared to prior year. In 2008 an accelerated deprecation of HK$167 million was recognised in respect of some non-reusable CDMA equipment and capitalised expenses.

AsOperating atloss from the ~~date~~Group’s ofVietnam ~~this~~operation ~~announcement~~was HK$433 million in 2009 compared to HK$520 million in 2008, mainly as a result of the ~~Directors~~increase in revenue and the absence of the ~~Company~~accelerated ~~are:~~depreciation recognised, although higher operating expenses were incurred in 2009.

~~Executive~~¡ ~~Directors:~~Thailand. ~~Independent~~The ~~Non-executive~~Group’s ~~Directors:~~Thailand ~~Mr.~~operation ~~LUI~~accounted ~~Dennis~~for ~~Pok Man Mr~~56.3% ~~KWAN~~of ~~Kai~~total ~~Cheong~~turnover ~~Mr.~~in ~~Christopher~~2009, ~~John~~compared ~~FOLL~~with Mr65.9% ~~John~~in W2008. ~~STANTON~~Turnover ~~Mr.~~in ~~CHAN~~the ~~Ting~~Group’s YuThailand ~~Mr.~~operation ~~Kevin~~decreased ~~WESTLEY~~to ~~(Also~~HK$1,046 ~~alternate~~million toin ~~Mr.~~2009 ~~Lui~~from ~~Dennis~~HK$1,192 ~~Pok~~million ~~Man)~~in ~~Non-executive~~2008. ~~Directors:~~The ~~Alternate~~decrease ~~Director:~~in ~~Mr.~~turnover ~~FOK~~was ~~Kin-ning,~~mainly ~~Canning~~driven ~~(Chairman)~~by ~~Mr.~~a ~~WOO~~reduced ~~Chiu~~customer ~~Man,~~base ~~Cliff~~as ~~Mrs.~~well ~~CHOW~~as ~~WOO~~the Moimpact ~~Fong,~~of ~~Susan~~economic ~~(Alternate~~environment. toThe ~~Mr.~~unfavourable ~~Christopher~~foreign ~~John~~exchange ~~Foll)~~movement ~~(Also~~of ~~alternate~~the toThai ~~Mr.~~Baht ~~Fok~~against ~~Kin-ning,~~the ~~Canning~~Hong ~~and~~Kong ~~Mr.~~Dollar ~~Frank~~also ~~John~~accounted ~~Sixt)~~for Mr3.0% ~~Frank~~of ~~John~~the ~~SIXT~~decline.

4Operating expenses decreased 12.9% to HK$968 million in 2009 from HK$1,112 million in 2008, primarily due to the decrease in variable airtime costs and acquisition costs as a result of the lower revenue and gross customer additions compared to prior year.

~~Exhibit~~The 1operating profit from the Group’s Thailand operation was HK$78 million in 2009, compared to HK$80 million in 2008.3

~~Hutchison~~¡ ~~Telecom~~Other ~~Announces 2009 Annual Results~~ Operations

~~Key~~Sri ~~Highlights:~~Lanka. Turnover decreased 61.9% to HK$61 million in 2009 from HK$160 million in 2008. The decrease in turnover was due to a 12.2% decrease in the customer base to 779,000 from 887,000 at the end of 2008 as well as the ongoing tariff and usage decreases in light of severe competition and the macro environment.

•The Group’s ~~mobile~~Sri ~~customers~~Lanka ~~grew~~operation 98recorded operating expenses of HK$203 million in 2009, a 21.6% toincrease ~~approximately~~from 13HK$167 million in 2008. The increase in operating costs was primarily a result of increased network operation and maintenance costs for additional base stations acquired during the year. The number of base stations on-air at the end of 2009 was over 770, increased 27.7% from 2008.

•As ~~Profit~~a ~~for~~result of the ~~year~~factors discussed above, the Group’s Sri Lanka operation incurred an operating loss of HK$5142 million in 2009, compared to HK$7 million in 2008.8 ~~billion~~

•Others. ~~Israel~~Operating ~~operation~~loss ~~disposal~~from inother ~~October~~operations ~~with~~decreased ato ~~gain~~HK$116 ofmillion ~~approximately~~in 2009 from HK$6298 million in 2008, primarily due to a one-off realised exchange loss recorded in prior year relating to the special dividend payment in December 2008.3 ~~billion~~

•30 ~~Spin-off~~Hutchison ofTelecommunications ~~Hong~~International ~~Kong~~Limited ~~and~~2009 ~~Macau~~Annual ~~operations in May~~Report

	2008			2009
	(Restated) HK$ millions			HK$ millions
Turnover		1,808			1,856
Operating loss		(813	)		(2,069	)
Loss for the year from continuing operations		(728	)		(2,736	)
Profit from discontinued operations		2,396			8,517
Profit for the year		1,668			5,781
Profit attributable to equity holders of the Company		1,132			4,940
Basic earnings per share attributable to equity holders of the Company	HK$	0.24		HK$	1.03

Management Discussion and Analysis

~~Hong~~Liquidity ~~Kong, 4 March 2010 – Hutchison Telecommunications International Limited (‘Hutchison Telecom’; ‘the Group’; ‘the Company’; SEHK: 2332; NYSE: HTX) today announced its 2009 annual results~~ and ~~its~~Capital ~~fourth~~Resources quarter key performance indicators. In 2009, the Group reported strong subscriber growth in its principal growth markets and again realised value for shareholders. Profit for the year was approximately HK$5.8 billion.

~~During~~Requirements the year, Hutchison Telecom continued its focus on driving growth and developing scale in its core growth markets off the back of further network rollout and customer acquisition. In Indonesia, the business continued to experience solid growth in its customer base, and in Vietnam, the Group launched its GSM services under the Vietnamobile brand in the second quarter. The Group realised value for shareholders with the spin-off of the Hong Kong and Macau operations in May 2009, followed by the disposal of its entire indirect interest in the Israel operation in October 2009.

~~Dennis Lui,~~The ~~Chief Executive Officer of Hutchison Telecom, said: “2009 saw the~~ Group’s ~~unlock~~liquidity ~~significant shareholder value again. We have created, maximised~~ and ~~delivered~~capital ~~value~~requirements ~~for~~relate ~~our~~principally ~~shareholders~~to ~~over~~ the ~~five~~following: ~~years since listing – an achievement that has been based on pursuing carefully chosen opportunities with a measured approach.”~~

~~“Looking~~¡ ~~into~~capital ~~2010,~~expenditures wefor ~~will~~the ~~continue~~build-out ~~to work~~and onexpansion ~~building~~of ~~out~~networks ~~our~~in ~~principal~~the ~~growth~~ markets towhere athe ~~fully~~Group ~~competitive state~~operates,” Mrincluding ~~Lui~~purchases ~~added.~~of fixed assets;

In¡ ~~2009,~~costs ~~Hutchison~~and ~~Telecom~~expenses ~~added approximately~~relating ~~6.3 million customers~~ to ~~end~~ the ~~year~~operation ~~with a customer base~~ of ~~approximately~~the ~~12.8 million~~businesses, ~~which~~including ~~reflected~~ongoing ancosts ~~annual~~related ~~growth~~to ofnetwork ~~approximately 98% on a like-for-like basis~~operations, ~~that~~sales ~~was~~and ~~driven~~distribution ~~mainly~~expenses ~~by the ongoing expansion of the network coverage in Indonesia~~ and ~~the~~customer ~~relaunch of its business in Vietnam.~~ services;

~~Turnover~~¡ ~~rose~~payments ~~2.7%~~of ~~year-on-year to HK$1,856 million. The increase was driven mainly by~~ the ~~larger~~principal ~~Indonesia operation~~ and ~~the~~interest ~~revenue~~on ~~generated~~debt ~~by the newly launched GSM services in Vietnam, offset in part by a revenue decrease in the Group’s Sri Lanka~~ and ~~Thailand~~dividends; ~~operations.~~ and

~~Loss~~¡ ~~before~~costs ~~interest,~~associated ~~tax,~~with ~~depreciation~~the ~~and amortisation (‘LBITDA~~Group’)s ~~increased~~expansion toof ~~HK$1,784~~operations ~~million~~into ~~compared~~any tonew ~~HK$1,632~~markets ~~million~~ in ~~2008.~~which ~~This was mainly due to~~ the ~~higher~~Group ~~operating~~may ~~expenses~~decide ~~incurred~~to ~~from the expanded network rollout in Indonesia and Vietnam~~invest.

~~The~~Capital ~~Group~~expenditures operating loss from continuing operations was HK$2,069 million compared to HK$813 million in 2008. Excluding the profit on disposal of base tower sites and other one-time items, the operating loss would have been HK$2,492 million compared to HK$1,984 million in 2008 on a like-for-like basis.

~~Profit~~The ~~for~~Group’s ~~the~~total ~~year~~capital ~~was HK$5~~expenditures,~~781~~ ~~million,~~solely ~~which~~for ~~included~~fixed ~~the~~assets, ~~gain~~were ~~of approximately~~ HK$63,~~333~~662 million onin ~~disposal~~2009 ofcompared ~~the~~to ~~Group’s~~HK$3,509 ~~entire~~million ~~indirect~~in ~~stake~~2008, inrepresented ~~Partner~~an ~~Communications~~increase ~~Company~~of ~~Ltd~~4.4%. ~~Profit~~The ~~attributable~~following totable ~~equity~~sets ~~holders~~forth of the ~~Company~~Group’s ~~was~~capital ~~HK$4,940~~expenditures ~~million~~by ~~and~~segment ~~basic~~for ~~earnings~~the ~~per~~years ~~share~~indicated: ~~was HK$1.03 compared to HK$0.24 in 2008.~~

During the year, the Company paid an interim dividend by way of a distribution in specie of the entire share capital of Hutchison Telecommunications Hong Kong Holdings Limited. The Board did not recommend a final dividend for the year ended 31 December 2009.


	Capital expenditures on fixed assets Year ended 31 December
	2008	2009
	(Restated)
	HK$ millions	HK$ millions
Thailand	34	31
Indonesia	3,030	2,864
Vietnam	259	646
Others:
Sri Lanka	182	121
Others	4	–
Total others:	186	121
Total	3,509	3,662

~~Operations~~Capital ~~Review~~expenditures ~~Highlights:~~in Indonesia decreased to HK$2,864 million in 2009 from HK$3,030 million in 2008. The continued capital expenditures in Indonesia reflected primarily the investment in the network rollout and information technology platform to support the business growth. Capital expenditures in Vietnam increased to HK$646 million in 2009 from HK$259 million in 2008, mainly attributable to the GSM network rollout.

~~Indonesia - The Group’s Indonesia operation PT.~~ Hutchison CP Telecommunications ~~(‘HCPT’)~~International ~~further~~Limited expanded its customer base by 89.5% year-on-year to over 8.5 million customers. Turnover grew 93% yearly to HK$608 million, driven mainly by customer growth. LBITDA was HK$1,300 million, primarily due to the continued expansion of the network and resultant costs. The net profit on disposal of investments and others of $423 million reduced the operating loss for the year to HK$1,456 million. Currently, HCPT has over 8,800 base stations on-air covering 76% of the population of Indonesia. Capital expenditure on fixed assets in 2009 ~~was~~Annual ~~HK$2,864~~Report ~~million compared to HK$3,030 million in 2008.~~ 31

~~Sri~~Management ~~Lanka~~Discussion ~~- 2009 saw some improvement in the performance of Hutchison Telecommunications Lanka (Private) Limited despite unstable economic conditions~~ and ~~fierce~~Analysis competition. New management and a renewed focus on sales and distribution and marketing activities resulted in some positive customer growth in the second half, although the customer base overall decreased 12.2% year-on-year to 779,000, compared to 887,000 in 2008. Turnover was down 61.9% to HK$61 million compared to HK$160 million in 2008. At the end of 2009, the Sri Lanka operation had over 770 base stations on-air and over 60% population coverage.

~~Thailand~~Cash -balances ~~The~~and ~~Group~~outstanding ~~remains~~debt ~~in ongoing discussions to exit this operation by way of sale to CAT Telecom Public Company Limited.~~

~~Restatement~~The Group’s net cash balance was HK$5,402 million as at 31 December 2009, comprising cash and cash equivalents of ~~2008~~HK$4,203 ~~Accounts~~million, restricted cash of HK$1,372 million, available-for-sale financial assets of HK$2,114 million and borrowings of HK$2,287 million. The following table presents a breakdown by segment of cash and cash equivalents, restricted cash, available-for sale financial assets and total debts as at 31 December 2009:

As disclosed previously in the Company’s 2008 annual report and 2009 interim report, Hutchison Telecom has been in discussion with the US Securities and Exchange Commission (“SEC”) regarding the accounting treatment of the sale and leaseback of base station tower sites entered into by the Group’s Indonesia operation.


			As at 31 December 2009
	Total debts HK$ millions	Cash and cash equivalents HK$ millions	Restricted cash HK$ millions	Available-for-sale financial assets HK$ millions	Net cash/(debt) HK$ millions

Thailand	(371)	12	—	—	(359)
Indonesia	(1,916)	55	—	—	(1,861)
Vietnam	—	36	—	—	36
Others	—	4,100	1,372	2,114	7,586

Total	(2,287)	4,203	1,372	2,114	5,402

AtThe ~~the~~Group’s ~~conclusion~~cash ofand ~~these~~cash ~~discussions,~~equivalents ~~the~~were ~~SEC~~denominated ~~informed~~as ~~the~~a percentage ~~Company~~of ~~that,~~its intotal ~~their~~cash ~~judgment,~~and ~~the~~cash ~~leaseback~~equivalents ~~transaction~~at ~~should~~31 December be2009 ~~classified~~ as afollows: ~~finance lease under International Financial Reporting Standards.~~

In view of the judgmental aspects of this complex issue, the Company has decided to amend and restate the previously reported accounts for the year ended 31 December 2008 to reflect the accounting for the transaction as a finance lease.


HK$	IDR	THB	USD	Others	Total

0.2%	1.2%	0.3%	98.0%	0.3%	100.0%

The ~~effect~~Group ofdeposits ~~this restatement~~its oncash ~~the~~with ~~2008~~banks ~~accounts~~having isa tominimum ~~reduce~~credit ~~the~~rating ~~operating~~of ~~profit~~AA-/Aa3, ~~previously~~unless ~~reported~~the Group’s Board of Directors ~~HK$4~~has specially authorised deposits in a lower-rated bank,~~060~~ ~~million~~principally byin ~~HK$1~~short duration money market deposits,~~163~~ ~~million~~primarily ~~and~~in ~~reduce~~US ~~the~~Dollars. ~~profit~~Risk ~~attributable~~on tothese ~~equity~~deposits ~~holders~~is ofmanaged ~~the~~under ~~Company~~concentration ~~for~~limits ~~2008~~that ~~previously~~take ~~reported~~account of ~~HK$1,883~~banks’ ~~million by~~current ~~HK$751~~short ~~million~~and medium term credit-rating profile.

~~The~~Restricted ~~financial~~cash ~~highlights~~represented ~~above~~a ~~reflect~~bank ~~both~~deposit escrowed at the request ~~deconsolidation~~of the Israeli tax office. The release of the ~~financial~~cash ~~results~~is subject to the finalisation of ~~its~~the ~~Hong~~discussions ~~Kong~~of ~~and~~the ~~Macau~~potential ~~and~~ tax exposure in Israel ~~operations~~between asan ~~well~~indirect aswholly-owned ~~this~~subsidiary ~~restatement~~of the Company and the Israeli tax office.

~~The~~During ~~Group~~2009, ~~has~~the Group received ~~confirmation~~secured ~~from~~notes ~~the~~in ~~offeror,~~aggregate ~~Hutchison~~principal ~~Telecommunications~~amount ~~Holdings~~of US$300 million (approximately ~~Limited~~HK$2,325 ~~that~~million) as part of the ~~proposal~~consideration for ~~privatisation~~its ~~remains~~disposal ~~unaffected~~of by the ~~Company’s~~entire ~~decision~~indirect tointerest ~~restate~~in ~~its~~Partner ~~previously~~Communications. ~~reported~~These ~~accounts~~notes ~~for~~are ~~the~~unlisted ~~year~~but ~~2008.~~tradable ~~For~~and ~~details~~carry a fixed interest rate of ~~the~~2.027% per ~~proposal~~annum ~~for~~and ~~privatisation,~~have ~~see~~a ~~the~~final ~~joint~~maturity ~~announcements~~on 27 April of2014. ~~the~~These ~~Offeror~~notes are secured by 17, ~~Hutchison~~142,858 ~~Whampoa~~ordinary ~~Limited~~shares ~~and~~of Partner Communications. As at 31 December 2009, the ~~Company~~fair ~~dated~~value 8of ~~and~~these ~~28 January~~notes ~~2010~~was ~~and~~US$271 ~~the~~million ~~announcement~~(approximately HK$2,114 million) and none of ~~the~~these ~~Company~~notes ~~dated~~were ~~15 January~~past ~~2010~~due or ~~which~~impaired. ~~have~~The ~~been~~notes ~~posted~~are carried at fair values calculated based on ~~the~~cash ~~Company’s~~flows ~~website~~discounted ~~and~~at ~~submitted~~a tomarket ~~the~~interest ~~SEC~~rate ~~under~~of ~~Form~~4.60% per 6Kannum.

As at 31 December 2009, the Group’s total gross debt was HK$2,287 million, compared to HK$12,086 million in 2008. As at 31 December 2009 and 2008, the ratio of the Group’s total gross debt to total assets was 9.8% and 27.1%, respectively. The ratio of the Group’s total debt to total assets decreased primarily as a result of the decreased closing gross debt balances and increased cash and cash equivalents, restricted cash and available-for-sale ~~End~~financial assets balances after the Group’s spin-off of HTHKH and the sale of the entire indirect interest in Partner Communications during 2009, as well as the full repayment of an outstanding debt under the vendor finance facility by the Group’s Indonesia operation during the first half of 2009.

~~Note~~As at :31 December 2009, 20.6%, or HK$470 million, of the Group’s total borrowings were repayable within one year, primarily at the Group’s Thailand operation. As at 31 December 2008, 63.3% of the Group’s total borrowings, or HK$7,652 million, were repayable within one year.

~~Hutchison~~The ~~Telecom~~Group ~~will~~expects ~~not~~to bemeet ~~hosting~~its ~~any~~current ~~press~~and ~~conference~~future financing orneeds ~~analyst~~primarily ~~conference~~through ~~call~~cash flow from its operating activities, borrowings by its subsidiaries from banks based on guarantees and/or pledges provided by the ~~2009~~Company ~~annual~~and ~~results~~borrowings ~~announcement~~from ~~pending~~members of the ~~proposed~~ ~~privatisation~~Hutchison ofWhampoa group (the ~~Company~~“HWL group”).

232 Hutchison Telecommunications International Limited 2009 Annual Report

Ada Yeung		Nicky Lee
Corporate Communications		Investor Relations
Hutchison Telecom		Hutchison Telecom
Work:	+852 2128 3106	Work:	+852 2128 3163
Mobile:	+852 6347 0619	Email:	nickylee@htil.com.hk
E-mail:	adayeung@htil.com.hk

Management Discussion and Analysis

~~About~~The ~~Hutchison~~Group’s ~~Telecommunications~~outstanding ~~International~~bank ~~Limited~~loans and other interest-bearing third-party borrowings

~~Hutchison~~The ~~Telecommunications~~following ~~International~~table ~~Limited~~presents ~~(“Hutchison~~information ~~Telecom”~~regarding ~~or “~~the Group”)’s ~~is a leading provider of telecommunications~~outstanding ~~services.~~bank ~~The~~loans ~~Group~~and ~~currently~~other ~~offers~~interest-bearing ~~mobile~~third-party ~~telecommunications~~borrowings ~~services~~as inat ~~Indonesia,~~31 December ~~Vietnam,~~2009 ~~Sri~~by ~~Lanka~~segment: ~~and Thailand, operating brands “Hutch”, “3” and “Vietnamobile”.~~

Hutchison Telecom is a listed company with American Depositary Shares quoted on the New York Stock Exchange under the ticker HTX and shares listed on the Stock Exchange of Hong Kong under the stock code 2332. A member of the Hong Kong-based Hutchison Whampoa Group, Hutchison Telecom is committed to providing superior telecommunications services in dynamic markets. For more information, see www.htil.com.


Segment	Fixed/ floating interest rate	Maturity	Currency	Committed facility HK$ millions		Current portion HK$ millions	Non-current portion HK$ millions	Total HK$ millions
Thailand	Floating	Feb 10 –Mar 10	THB	467		351	—	351
	Floating	Mar 10	USD	24		20	—	20

Indonesia	Fixed	Oct 21	USD	1,697	⁽¹⁾	82	1,615	1,697
	Fixed	Nov 23	USD	219	⁽¹⁾	17	202	219
Total				2,407		470	1,817	2,287

~~Cautionary~~Note: ~~Statements~~

~~This~~(1) ~~press~~Includes ~~release~~finance ~~contains~~lease ~~forward-looking~~obligations statements. Statements that are not historical facts, including those about the Company’s beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore undue reliance should not be placed on them. Forward-looking statements speak only as ofat ~~the~~31 ~~date~~December ~~they are made, and the Company has no obligation to update any of them publicly with respect to any new information or future events~~2009. Forward-looking statements involve inherent risks, uncertainties and assumptions. The Company cautions you that if these risks or uncertainties ever materialise or the assumptions prove incorrect, or if a number of important factors occur or do not occur, the Company’s actual results may differ materially from those expressed or implied in any forward-looking statement. Additional information as to factors that may cause actual results to differ materially from the Company’s forward-looking statements can be found in the Company’s filings with the United States Securities and Exchange Commission.

3The following tables present the Group’s outstanding bank loans and other interest-bearing third-party borrowings by segment, as well as information regarding maturities and interest expenses, for the years ended 31 December 2008 and 2009 in respect of such debt:

Unaudited Key Performance Indicators for Fourth Quarter 2009


	As at and for the year end 31 December 2008
	Current portion HK$ millions	Non-current portion (Restated) HK$ millions	Total borrowings (Restated) HK$ millions	Interest expenses (Restated) HK$ millions
Thailand	339	19	358	18
Indonesia	948	1,086	2,034	167
Others	—	—	—	2
Total for continuing operations	1,287	1,105	2,392	187
Discontinued operations	6,365	3,329	9,694	520
Total	7,652	4,434	12,086	707

Customer Base	Q4 200931 December 2009			Q3 200930 September 2009			Q2 200930 June 2009			Q1 200931 March 2009			Q4 200831 December 2008
Market	Total(‘000)	Postpaid(‘000)	Prepaid(‘000)	Total(‘000)	Postpaid(‘000)	Prepaid(‘000)	Total(‘000)	Postpaid(‘000)	Prepaid(‘000)	Total(‘000)	Postpaid(‘000)	Prepaid(‘000)	Total(‘000)	Postpaid(‘000)	Prepaid(‘000)
Indonesia	8,529	18	8,511	7,311	16	7,295	6,434	12	6,422	5,305	12	5,293	4,501	11	4,490
Sri Lanka	779	—	779	563	—	563	536	—	536	722	—	722	887	—	887
Vietnam	2,498	2	2,496	1,019	1	1,018	624	1	623	X	X	X	X	X	X


Hutchison Telecommunications International Limited 2009 Annual Report				33

~~(1)~~Management ADiscussion ~~customer~~and isAnalysis defined as a Postpaid Customer or a Prepaid Customer who has a Subscriber Identity Module (“SIM”) or Universal Subscriber Identity Module (“USIM”) that has access to the network for any purpose, including voice, data or video services.

(2) Postpaid Customers are defined as those whose mobile telecommunications service usage is paid in arrears upon receipt of the mobile telecommunications operator’s invoice and who have not been temporarily or permanently suspended from service.


	As at and for the year end 31 December 2009
	Current portion HK$ millions	Non-current portion HK$ millions	Total borrowings HK$ millions	Interest expenses HK$ millions
Thailand	371	—	371	9
Indonesia	99	1,817	1,916	233
Total for continuing operations	470	1,817	2,287	242
Discontinued operations	—	—	—	247
Total	470	1,817	2,287	489

~~(3)~~As ~~Prepaid~~at ~~Customers~~31 December ~~are~~2009, ~~defined~~HK$20 million of such borrowings, compared to HK$69 million as ~~customers~~at ~~with~~31 December ~~prepaid~~2008 ~~SIM~~were ~~cards~~guaranteed orby ~~prepaid~~members ~~USIM~~of ~~cards~~the ~~that~~HWL ~~have~~group. ~~been~~These ~~activated~~borrowings ~~but~~were ~~not~~in ~~been~~respect ~~used~~of upthe orGroup’s Thailand ~~expired~~operation. Under the terms of a credit support agreement between the Company and the HWL group, the Company agreed to pay a guarantee fee charged at ~~period~~normal ~~end~~commercial rates. AThe ~~new~~Company ~~prepaid~~has ~~customer~~also isprovided ~~recognised~~a ~~upon~~counter-indemnity ~~making~~in favour of HWL and its related companies in respect of such guarantees, for so long as there remains a guarantee liability. The total amount of fees paid to the ~~first~~HWL ~~call~~group orfor ~~registration/activation~~the year ended 31 December 2009 in respect of these borrowings was HK$2 million, compared to HK$10 million in 2008.

~~(4)~~As ~~All~~at ~~numbers~~31 December ~~quoted~~2009, onno fixed assets or current assets of the ~~basis~~Group were used as collateral for the Group’s borrowings from banks or third party. As at 31 December 2008, the fixed assets and current assets that were used as collateral for such borrowings had a carrying value of HK$1,131 million and HK$14 million respectively. As at 31 December 2009, the Group had total ~~customer~~current ~~base~~borrowings of HK$470 million and total non-current borrowings of HK$1,817 million, compared to HK$7,652 million and HK$4,434 million, respectively, as at 31 December 2008. None of the ~~operation~~Group’s ~~irrespective~~current borrowings and non-current borrowings were secured in 2009, compared to HK$948 million of the ~~Company'~~Group’s ~~ownership~~current ~~percentage~~borrowings were secured as at 31 December 2008.

~~(5)~~The ~~All~~Group’s ~~numbers~~borrowings ~~quoted~~from asthe atHWL ~~last~~group ~~day of the quarter.~~

In 2008, the Group was granted a secured revolving credit and term loan facility of a maximum aggregate amount of US$2,500 million (6approximately HK$19,376 million) from an indirect subsidiary of HWL at a floating interest rate of LIBOR + 2.45% per annum and a final maturity date of 15 November 2011. The ~~data~~facility ~~for~~is ~~Hong~~secured ~~Kong~~by the assets, rights and business and the issued share capital of the Company and/or certain of its subsidiaries and is guaranteed by the Company and certain of its subsidiaries. In 2009, this facility was amended and restated, pursuant to which the indirect subsidiary of HWL agreed to make available to the Group a senior secured term loan/revolving credit facility in the maximum aggregate amount of US$1,790 million (~~incl~~approximately ~~Macau~~HK$13,872 million) in two tranches at a floating rate of LIBOR + 2.45% per annum and a final maturity date of 15 November 2011. As at 31 December 2009, ~~Israel~~the facility amount available to the Group pertaining to the revolving credit facility was US$1,340 million (approximately HK$10,452 million) and ~~Thailand~~there ~~are~~was ~~excluded~~no outstanding loan balance due to the HWL indirect subsidiary.

ARPU1		Q4 200931 December 2009			Q3 200930 September 2009			Q2 200930 June 2009			Q1 200931 March 2009			Q4 200831 December 2008
Market	Currency	Blended	Postpaid	Prepaid	Blended	Postpaid	Prepaid	Blended	Postpaid	Prepaid	Blended	Postpaid	Prepaid	Blended	Postpaid	Prepaid
Indonesia	IDR	11,330	193,579	10,949	11,216	193,509	10,846	10,744	201,935	10,316	10,361	182,534	9,963	10,800	133,596	10,507
Sri Lanka	LKR	90	—	90	114	—	114	119	—	119	148	—	148	164	—	164
Vietnam	VND	34,621	369,368	34,338	47,263	306,630	46,977	68,325	250,043	68,042	X	X	X	X	X	X

Capital resources

~~Notes:~~As at 31 December 2009, the Group had net current assets of HK$3,205 million compared to net current liabilities of HK$8,036 million as at 31 December 2008. The change to a net current asset position in 2009 from a net current liability position in 2008 was primarily attributable to a decrease in current borrowings of HK$7,182 million and an increase in cash and cash equivalents, restricted cash and available-for-sale financial assets totalling of HK$5,164 million, primarily as a result of the Group’s spin-off of HTHKH and the sale of the entire indirect interest in Partner Communications during 2009 as described above, as well as the full repayment of an outstanding debt under the vendor finance facility by the Group’s Indonesia operation during the first half of 2009.

~~(1)~~34 ~~The~~Hutchison ~~monthly~~Telecommunications ~~Average~~International ~~Revenue~~Limited ~~Per~~2009 ~~User~~Annual ("ARPU") is calculated as the total Service Revenues for the month divided by the simple average number of activated customers for the month. The monthly ARPU for the quarter represents the average of the monthly ARPU in the quarter.Report

~~(3)~~Management ~~The~~Discussion ~~data for Hong Kong (incl Macau), Israel~~ and ~~Thailand~~Analysis ~~are excluded.~~

MOU1	Q4 200931 December 2009			Q3 200930 September 2009			Q2 200930 June 2009			Q1 200931 March 2009			Q4 200831 December 2008
Market	Blended	Postpaid	Prepaid	Blended	Postpaid	Prepaid	Blended	Postpaid	Prepaid	Blended	Postpaid	Prepaid	Blended	Postpaid	Prepaid
Indonesia	39	326	38	49	362	48	55	375	54	55	342	55	55	225	55
Sri Lanka	63	—	63	79	—	79	77	—	77	77	—	77	74	—	74
Vietnam	182	135	182	162	176	162	221	156	221	X	X	X	X	X	X

The following table sets out the Group’s major cash inflows/(outflows):

Notes:


	For the year ended 31 December
	2008 (Restated) HK$ millions	2009 HK$ millions



Cash flows from operating activities
Continuing operations:
Loss before taxation	(649)	(2,707)
Adjustments for:
– Interest and other finance costs, net	(164)	638
– Non–cash items	762	720
– Profit on disposal of investments and others, net	(1,494)	(423)
– Changes in working capital	1,643	(1,778)

Net cash generated from/(used in) continuing operations	98	(3,550)
Interest and other finance costs, net, and taxes paid	842	(173)

Net cash generated from/(used in) operating activities of continuing operations	940	(3,723)

Discontinued operations:
Cash generated from discontinued operations	7,200	4,407
Interest and other finance costs, net, and taxes paid	(1,488)	(1,039)

Net cash generated from operating activities of discontinued operations	5,712	3,368

Net cash generated from/(used in) operating activities	6,652	(355)

Cash flows from investing activities
Continuing operations:
Net purchases and disposals of fixed assets	(2,709)	(918)
Advance payments for network rollout, included in other receivables and prepayments	(1,035)	(1,407)
Acquisition of additional equity interest in a subsidiary	—	(468)
Upfront and fixed periodic payments for telecommunications licences	(467)	(350)
Proceeds from disposal of subsidiaries, net of cash disposed of	578	—
Proceeds from disposal of base station tower sites	887	380
Proceeds from disposal of assets held for sales	—	111

Net cash used in investing activities of continuing operations	(2,746)	(2,652)

Discontinued operations:
Cash used in investing activities	(4,272)	(1,995)
Cash and cash equivalents of subsidiaries disposed of via distribution in specie	—	(217)
Proceeds from disposal of subsidiaries, net of cash disposed of	—	8,560

Net cash (used in)/generated from investing activities of discontinued operations	(4,272)	6,348

Net cash (used in)/generated from investing activities	(7,018)	3,696

Cash flows from financing activities
Continuing operations:
Net increase/(decrease) in borrowings	342	(474)
Upfront fee on and net movement in loan from a related company	—	(39)
Settlement and rollover of derivatives	(79)	(1)
Net cash flows from minority shareholders	6	2
Dividend paid to the Company’s shareholders	(33,700)	—
Proceeds from exercise of share options of the Company	64	—

Net cash used in financing activities of continuing operations	(33,367)	(512)

Discontinued operations:
Net cash used in financing activities of discontinued operations	(288)	(1,162)

Net cash used in financing activities	(33,655)	(1,674)

(Decrease)/Increase in cash and cash equivalents	(34,021)	1,667

~~(1)~~Hutchison ~~The~~Telecommunications ~~monthly~~International ~~Minutes~~Limited of2009 ~~Use~~Annual ~~(“MOU”)~~Report is calculated as the total minutes carried over the network (2G total airtime usage + 3G voice and video usage, but excluding inbound on-net minutes) for the month divided by the simple average number of activated customer. The monthly MOU for the quarter represents the average of the monthly MOU in the quarter.35

Churn1	Q4 200931 December 2009						Q3 200930 September 2009						Q2 200930 June 2009						Q1 200931 March 2009						Q4 200831 December 2008
Market	Blended		Postpaid		Prepaid		Blended		Postpaid		Prepaid		Blended		Postpaid		Prepaid		Blended		Postpaid		Prepaid		Blended		Postpaid		Prepaid
Indonesia	24.9	%	8.4	%	24.9	%	24.7	%	6.3	%	24.7	%	24.9	%	12.8	%	25.0	%	24.8	%	4.8	%	24.9	%	24.2	%	4.1	%	24.3	%
Sri Lanka	0.6	%	—		0.6	%	1.5	%	—		1.5	%	10.8	%	—		10.8	%	7.1	%	—		7.1	%	4.4	%	—		4.4	%
Vietnam	8.4	%	3.6	%	8.4	%	9.3	%	9.1	%	9.3	%	0.3	%	10.6	%	0.3	%	X		X		X		X		X		X

Management Discussion and Analysis

~~Notes:~~The Group’s net cash used in operating activities in 2009 was HK$355 million, compared to HK$6,652 million generated in 2008. In 2009, the Group’s net cash used in operating activities of continuing operations was HK$3,723 million, and the Group’s net cash generated from operating activities of discontinued operations was HK$3,368 million. In 2008, the Group’s net cash generated from operating activities of continuing operations and discontinued operations were of HK$940 million and HK$5,712 million, respectively.

~~(1)~~ The ~~monthly~~Group’s ~~churn~~net %cash isused ~~calculated~~in operating activities of continuing operations was HK$3,723 million in 2009, compared to HK$940 million generated in 2008. In 2009, the Group’s cash used in continuing operations was primarily as a result of its loss before taxation of HK$2,707 million, working capital outflow of HK$1,778 million which was primarily contributed from the ~~average~~deposit ~~number~~escrowed at the request of ~~disconnections~~the ~~(net~~Israeli tax office pending the finalisation of ~~reconnection~~the ~~and~~discussions ~~internal~~with ~~migration~~them ~~between~~the ~~networks)~~potential ~~for~~tax exposure in Israel in relation to the ~~month~~sale ~~divided~~of the entire indirect interest in Partner Communications, and positively adjusted by ~~the~~non-cash ~~simple~~and ~~average~~other ~~number~~items of ~~activated~~HK$935 ~~customers~~million, ~~for~~which resulted in cash used in continuing operations of HK$3,550 million. This amount was reduced by the ~~month~~Group’s net interest and other finance costs and taxes paid of HK$173 million. ~~The~~In ~~monthly~~2008, ~~churn~~the %Group’s ~~for~~cash generated from continuing operations was primarily a result of its loss before taxation of HK$649 million, working capital inflow of HK$1,643 million which comprised mainly the ~~quarter~~increase ~~represents~~in payables to related companies, offset by non-cash and other items of HK$896 million, including primarily compensations received by the ~~average~~Group’s Indonesia operation from its network suppliers in the form of credit vouchers, a profit on disposal of base station tower sites of the ~~monthly~~Group’s ~~churn~~Indonesia ~~rates~~operation and offset in part by depreciation and amortisation charges, which resulted in cash generated from continuing operations of HK$98 million. This amount was positively adjusted by the ~~quarter~~Group’s net interest and other finance costs and taxes paid of HK$842 million.

~~(2)~~Net cash generated from operating activities of discontinued operations was HK$3,368 million in 2009, compared to HK$5,712 million in 2008. The ~~data~~Group’s ~~for~~net ~~Hong~~cash ~~Kong~~generated ~~(incl~~from ~~Macau)~~operating activities of discontinued operations in 2009 was a result of cash generated from discontinued operations of HK$4,407 ~~Israel~~million, offset by net interest and ~~Thailand~~other ~~are~~finance ~~excluded~~costs and taxes paid of HK$1,039 million. In 2008, the Group’s net cash generated from operating activities of discontinued operations was a result of cash generated from discontinued operations of HK$7,200 million, offset by net interest and other finance costs and taxes paid of HK$1,488 million.

The ~~Board~~Group’s ~~wishes~~net tocash ~~remind~~generated ~~investors~~from ~~that~~investing activities was HK$3,696 million in 2009, compared with net cash used in investing activities of HK$7,018 million in 2008. In 2009, cash inflow from investing activities consisted mainly of the ~~above~~proceeds ~~key~~of ~~performance~~HK$8,560 ~~indicators~~million ~~are~~from ~~based~~the onsale of the ~~Group's~~entire ~~unaudited~~indirect ~~internal~~interest ~~records~~in Partner Communications, which was offset in part by factors including cash used in investing activities of discontinued operations of HK$1,995 million and cash used in investing activities of continuing operations of HK$2,652 million. ~~Investors~~Cash ~~are~~outflow ~~cautioned~~from ~~not~~investing activities in 2008 related primarily to ~~unduly~~the ~~rely~~cash onused ~~such~~in ~~data~~investing activities of discontinued operations of HK$4,272 million, net purchases and disposals of fixed assets of HK$2,709 million, offset in part by proceeds from the disposal of base station tower sites in the Group’s Indonesia operation of approximately HK$887 million.

4The Group’s net cash used in financing activities in 2009 was HK$1,674 million, compared with net cash used in financing activities of HK$33,655 million in 2008. The cash outflow from financing activities in 2009 was mainly attributable to the full repayment of the vendor finance facility of Indonesia operation during the first half of 2009, while the cash outflow in 2008 was primarily due to the Group’s payment of a special dividend of HK$33,700 million.

~~Exhibit~~The increase in the Group’s cash and cash equivalents in 2009 was HK$1,667 million, compared to a decrease in cash and cash equivalents of HK$34,021 million in 2008.4

~~For~~36 ~~Main~~Hutchison ~~Board~~Telecommunications ~~and~~International ~~GEM~~Limited ~~listed~~2009 ~~issuers~~Annual Report

~~For~~Management ~~the~~Discussion ~~month~~and ~~ended~~Analysis ~~(dd/mm/yyyy): 28/2/2010~~

~~To:~~Contractual ~~Hong~~Obligations ~~Kong Exchanges and Clearing Limited~~

Name of Issuer		Hutchison Telecommunications International Limited
Date Submitted		4 March 2010

The following table sets forth selected information regarding the Group’s contractual obligations to make future payments as at 31 December 2009:

I. Movements in Authorised Share Capital


		Payments due within
HK$ millions	Total	1 year	1-3 years	3-5 years	After 5 years

Purchase obligations	8,795	5,561	3,234	—	—
Operating lease obligations	4,039	600	877	759	1,803
Borrowings	2,287	470	583	444	790
Licence fees liabilities	1,913	389	689	625	210

Total contractual obligations	17,034	7,020	5,383	1,828	2,803

1The Group’s purchase obligations primarily relate to obligations to acquire fixed assets, pursuant mainly to network supply agreements. ~~Ordinary~~As ~~Shares~~at 31 December 2009, 98% of the Group’s purchase obligations related to the acquisition of fixed assets for the Group’s Indonesia and Vietnam operations for the rollout of the networks in those countries.

~~(1)~~Operating ~~Stock~~lease ~~code:~~obligations ~~2332~~relate ~~Description:~~to ~~Ordinary~~the ~~Share~~leases on land and buildings and other assets, of which 84% represented obligations to rent base station tower facilities from certain telecommunication operators and tower companies by the Group’s Indonesia operation as at 31 December 2009.

	No. of ordinaryshares	Par value(HK$)	Authorised sharecapital(HK$)
Balance at close of preceding month	10,000,000,000	0.25	2,500,000,000
Increase/(decrease)	NIL		NIL
Balance at close of the month	10,000,000,000	0.25	2,500,000,000

Borrowings represent the Group’s total gross debt as at 31 December 2009. See “— Liquidity and Capital Resources — Cash balances and outstanding debt.”

~~(2)~~Licence ~~Stock~~fee ~~code:~~liabilities ~~N/A~~relate primarily ~~Description:~~to ~~N/A~~the Group’s Indonesia and Thailand operations. In Indonesia, the 3G licence, which has been capitalised as an intangible asset, is amortised on a straight-line basis over the life of the licence. In Thailand, the minimum guaranteed revenue share payable to CAT Telecom Public Company Limited has been capitalised and amortised on a straight-line basis.

~~No.~~Off-balance ofSheet ~~ordinaryshares~~Arrangements ~~Par value(State currency) Authorised sharecapital(State currency) Balance at close of preceding month N/A N/A N/A Increase/(decrease) N/A N/A Balance at close of the month N/A N/A N/A~~

~~For~~In ~~Main~~addition ~~Board~~to ~~and~~the ~~GEM~~contractual ~~listed~~obligations discussed ~~issuers~~above, the Group had certain other commitments that could require it to make payments in the future. These commitments are not included in the Group’s consolidated statement of financial position.

2.As ~~Preference~~at ~~Shares~~31 December 2009, the Group also had contingent liabilities in respect of performance guarantees of HK$6 million.

~~Stock~~Hutchison ~~code~~Telecommunications :International ~~N/A~~Limited ~~Description~~2009 :Annual ~~Preference~~Report ~~Share~~37

	No. of preferenceshares	Par value(US$)	Authorised sharecapital(US$)
Balance at close of preceding month	1,000,000	0.01	10,000
Increase/(decrease)	NIL		NIL
Balance at close of the month	1,000,000	0.01	10,000

3.Management ~~Other~~Discussion ~~Classes~~and ofAnalysis ~~Shares~~

~~Stock~~Market ~~code~~Risk :Hedging ~~N/A~~and ~~Description~~Derivatives ~~: N/A~~

~~No.~~The ofGroup ~~otherclasses~~is ofexposed ~~shares~~to ~~Par~~market ~~value(Statecurrency)~~risk ~~Authorised~~from ~~sharecapital(State~~changes in interest rates and currency) ~~Balance~~exchange rates. Interest rate risk exists principally with respect to the Group’s financial assets and liabilities bearing interest at ~~close~~floating rates. Interest rate risk also exists with respect to the fair value of ~~preceding~~fixed ~~month~~rate ~~N/A~~financial ~~N/A~~assets ~~N/A~~and ~~Increase/(decrease)~~liabilities. ~~N/A~~Exchange ~~N/A~~rate ~~Balance~~risk exists atwith ~~close~~respect to the Group’s financial assets and liabilities denominated in currencies other than Hong Kong Dollar. The Group is also subject to exchange rate risks with respect to its operations and investments outside Hong Kong. The Group manages these risks by a variety of methods, including the ~~month~~use ~~N/A~~of ~~N/A~~a ~~N/A~~number of derivative financial instruments such as cross currency and interest rate swap contracts as well as forward foreign exchange contracts. All transactions in derivative financial instruments are undertaken for risk management purposes only. No instruments are held by the Group for speculative purposes.

~~Total authorised share capital at the end of the month~~ (~~State currency~~i) :Foreign ~~Ordinary~~currency ~~Shares: HK$2,500,000,000 Preference Shares: US$10,000~~exposure

~~For~~The ~~Main~~Group ~~Board~~operates internationally and ~~GEM~~is ~~listed~~exposed ~~issuers~~to foreign exchange risk arising from various currency exposures, primarily with the borrowings and accounts payable. During the year, the Group places deposits with banks denominated in various currencies for the purpose of working capital management. Foreign exchange risk arises from future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency.

IIFor overseas subsidiaries and associates and other investments, which consist of non-Hong Kong Dollar and non-US Dollar assets, the Group generally endeavours to establish a natural hedge with an appropriate level of borrowings in those same currencies. ~~Movements~~For overseas businesses that are in ~~Issued~~the ~~Share~~development ~~Capital~~phase, or where borrowings in the local currency are not attractive, the Group may not borrow in the local currency and may instead monitor the development of the businesses’ cashflow and the debt markets and, when appropriate, would expect to refinance these businesses with local currency borrowings. Exposure to movements in exchange rates on individual transactions directly related to the underlying businesses is minimised using forward foreign exchange contracts and currency swaps where active markets for the relevant currencies exist.

	No. of ordinary shares		No. of preference	No. of other classes
	(1)	(2)	shares	of shares
Balance at close of preceding month	4,814,562,875	N/A	NIL	N/A
Increase/ (decrease) during the month	NIL	N/A	NIL	N/A
Balance at close of the month	4,814,562,875	N/A	NIL	N/A

During the year, the Hong Kong Dollar strengthened against the currencies of certain countries where the Group has operations in. This gave rise to an exchange gain of HK$586 million (compared with a loss of HK$255 million in 2008) on translation of these overseas operations’ net assets to the Group’s Hong Kong Dollar reporting currency, which was reflected as a movement in the Group’s reserves.

~~III.~~38 ~~Details~~Hutchison ofTelecommunications ~~Movements~~International inLimited ~~Issued~~2009 ~~Share~~Annual ~~Capital~~ Report

Particulars of share option scheme including EGM approval date (dd/mm/yyyy) and class of shares

Movement during the month

No. of new shares ofissuer issued duringthe month pursuant

No. of new shares ofissuer which may beissued pursuant thereto

issuable

Granted

Exercised

Cancelled

Lapsed

thereto

as at close of the month

1. Share

Option

Scheme

approved on

19/5/2005

Ordinary shares

NIL

6,833,335

(Note 1)

2. N/A

( / / )

N/A

(Note 1)

3. N/A

( / / )

N/A

(Note 1)

Total A. (Ordinary shares)

NIL

(Preference shares)

N/A

(Other class)

N/A

Total funds raised during the month from exercise of options (State currency)

NIL

Management Discussion and Analysis

~~For~~(ii) ~~Main~~Interest ~~Board~~rate ~~and GEM listed issuers~~ exposure

~~Warrants~~The Group’s main interest rate exposures relate to ~~Issue~~its ~~Shares~~borrowings, investments of ~~the~~surplus ~~Issuer~~funds and secured notes classified as available-for-sale financial assets which ~~are~~bear interest at floating rates. The Group manages its interest rate exposure of borrowings with a focus on reducing the Group’s overall cost of debt and exposure to bechanges ~~Listed~~in interest rates. When considered appropriate, the Group uses interest rate swaps to manage its long-term interest rate exposure and exposure to short-term interest rate volatility.

Description of warrants (Date of expiry - dd/mm/yyyy)

Currency ofnominal value

Nominal value atclose of preceding month

Exercisedduring themonth

Nominal value atclose of the month

No. of newshares ofissuer issuedduring themonthpursuantthereto

No. of newshares ofissuer whichmay be issuedpursuantthereto as atclose of themonth

1. N/A

N/A

( / / )

Stock code (if listed)

N/A

Class of shares issuable (Note 1)

N/A

Subscription price

N/A

EGM approval date (if applicable) (dd/mm/yyyy)

( / / )

2. N/A

N/A

( / / )

Stock code (if listed)

N/A

Class of shares issuable (Note 1)

N/A

Subscription price

N/A

EGM approval date (if applicable) (dd/mm/yyyy)

( / / )

3. N/A

N/A

( / / )

Stock code (if listed)

N/A

Class of shares issuable (Note 1)

N/A

Subscription price

N/A

EGM approval date (if applicable) (dd/mm/yyyy)

( / / )

4. N/A

N/A

( / / )

Stock code (if listed)

N/A

Class of shares issuable (Note 1)

N/A

Subscription price

N/A

EGM approval date (if applicable) (dd/mm/yyyy)

( / / )

Total B.

(Ordinary shares)

N/A

(Preference shares)

N/A

(Other class)

N/A

The following table summarises the carrying amounts, fair values, principal cash flows by maturity date and weighted average interest rates of the Group’s current and non-current liabilities as at 31 December 2009 that are sensitive to exchange rates or interest rates. Data presented below includes bank loans and other third party borrowings:

For Main Board and GEM listed issuers


	31 December 2009
	Maturities					31 December 2009
	2010	2011	2012	2013	Thereafter	Total	Fair Value
		(HK$ in millions except rates)
Currency:
Thai Baht:
Variable rate	351	—	—	—	—	351	351
Average weighted rate ⁽¹⁾	2.38%	—	—	—	—	2.38%	2.38%
Sub-total	351	—	—	—	—	351	351
US Dollars:
Fixed rate	99	312	271	237	997	1,916	1,916
Average weighted rate ⁽¹⁾	13.37%	13.91%	13.88%	13.84%	13.58%	13.70%	13.70%
Variable rate	20	—	—	—	—	20	20
Average weighted rate ⁽¹⁾	1.57%	—	—	—	—	1.57%	1.57%
Sub-total	119	312	271	237	997	1,936	1,936
Total	470	312	271	237	997	2,287	2,287

~~Convertibles~~Note: ~~(i.e. Convertible into Shares of the Issuer which are to be Listed)~~

Class and description

Currency ofamountoutstanding

Amount at closeof precedingmonth

Convertedduring themonth

Amount atclose of themonth

No. of newshares ofissuer issuedduring themonthpursuantthereto

No. of newshares ofissuer whichmay be issuedpursuantthereto as atclose of themonth

1. N/A

N/A

Stock code (if listed)

N/A

Class of shares issuable (Note 1)

N/A

Subscription price

N/A

EGM approval date

(if applicable)

(dd/mm/yyyy))

( / / )

2. N/A

N/A

Stock code (if listed)

N/A

Class of shares issuable (Note 1)

N/A

Subscription price

N/A

EGM approval date

(if applicable)

(dd/mm/yyyy)

( / / )

3. N/A

N/A

Stock code (if listed)

N/A

Class of shares issuable (Note 1)

N/A

Subscription price

N/A

EGM approval date

(if applicable)

(dd/mm/yyyy)

( / / )

4. N/A

N/A

Stock code (if listed)

N/A

Class of shares issuable (Note 1)

N/A

Subscription price

N/A

EGM approval date

(if applicable)

(dd/mm/yyyy)

( / / )

Total C. (Ordinary shares)

N/A

(Preference shares)

N/A

(Other class)

N/A

(1)

Weighted average rates of the portfolio at the year end.

~~For~~Critical ~~Main~~Accounting ~~Board~~Policies ~~and GEM listed issuers~~

~~Any~~The ~~other~~preparation ~~Agreements~~of oraccounts ~~Arrangements~~often torequires ~~Issue~~the ~~Shares~~selection of ~~the~~specific ~~Issuer~~accounting ~~which~~methods ~~are~~and topolicies from several acceptable alternatives. Furthermore, significant estimates and judgments may be ~~Listed~~required in selecting and applying those methods and policies in the recognition of the assets and liabilities in the Group’s consolidated statement of financial position, ~~including~~the turnover and expenses in the Group’s consolidated income statement and the information that is contained in the significant accounting policies and notes to the Group’s accounts. The Group’s management continually ~~Options~~evaluates (its estimates and judgments based on historical experience and other ~~than~~factors, including expectations of future events, that it believes are reasonable under ~~Share~~the ~~Option~~circumstances. ~~Schemes)~~Actual results may differ from these estimates and judgments under different assumptions or conditions.

Full particulars including EGM approval date (dd/mm/yyyy), if applicable, and class of shares issuable:		No. of new shares ofissuer issued duringthe month pursuantthereto	No. of new shares ofissuer which may beissued pursuant theretoas at close of the month
1.	N/A
	( / / )
	shares (Note 1)	N/A	N/A
2.	N/A
	( / / )
	shares (Note 1)	N/A	N/A
3.	N/A
	( / / )
	shares (Note 1)	N/A	N/A
	Total D. (Ordinary shares)	N/A
	(Preference shares)	N/A
	(Other class)	N/A

The Group believes that the following are some of the more critical judgment areas in the application of the Group’s accounting policies under IFRS that affect the Group’s reported financial condition and results of operations. For a further discussion of the application of these and other accounting policies, see Note 2 to the Group’s accounts.

~~For~~Hutchison ~~Main~~Telecommunications ~~Board~~International ~~and~~Limited ~~GEM~~2009 ~~listed~~Annual ~~issuers~~Report 39

n Paid a second special cash dividend of HK$7 per share to shareholders. A total of HK$13.75 dividends per share returned in cash since IPO.

n Spin-off and listing of Hong Kong and Macau operations on SEHK, as a result of the payment of an interim dividend which was satisfied by way of a distribution in specie of the entire share capital of Hutchison Telecommunications Hong Kong Holdings Limited (“HTHKH”).

n Launch of nationwide GSM services in Vietnam.

n Completed the sale of our entire indirect interest in Partner Communications Company Ltd. (“Partner Communications”) and recorded a gain of approximately HK$6.3 billion.

Type of Issue

No. of newshares ofissuer issuedduring themonthpursuantthereto

No. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth

1. Rights issue

At price :

Statecurrency

N/A

Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)

N/A ( / / ) ( / / )

N/A

2. Open offer

At price :

Statecurrency

N/A

Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)

N/A ( / / ) ( / / )

N/A

3. Placing

At price :

Statecurrency

N/A

Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)

N/A ( / / ) ( / / )

N/A

4. Bonus issue

Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)

N/A ( / / ) ( / / )

N/A

Management Discussion and Analysis

~~For~~Long-lived ~~Main~~Assets ~~Board and GEM listed issuers~~

Type of Issue

No. of newshares ofissuer issuedduring themonthpursuantthereto

No. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth

Class of shares issuable (Note 1)

N/A

5. Scrip dividend

At price :

State currency

N/A

Issue and allotment date : (dd/mm/yyyy)

( / / )

EGM approval date: (dd/mm/yyyy)

( / / )

N/A

Class of shares repurchased (Note 1)

N/A

6. Repurchase of shares

Cancellation date : (dd/mm/yyyy)

( / / )

EGM approval date: (dd/mm/yyyy)

( / / )

N/A

Class of shares redeemed (Note 1)

N/A

7. Redemption of shares

Redemption date : (dd/mm/yyyy)

( / / )

EGM approval date: (dd/mm/yyyy)

( / / )

N/A

Class of shares issuable (Note 1)

N/A

8. Consideration issue

At price :

State currency

N/A

Issue and allotment date : (dd/mm/yyyy)

( / / )

EGM approval date: (dd/mm/yyyy)

( / / )

N/A

The Group has substantial investments in tangible and intangible long-lived assets, primarily the Group’s mobile telecommunications network equipment and licences. Changes in technology or changes in the Group’s intended use of these assets may cause the estimated period of use or value of these assets to change.

~~For~~Assets ~~Main~~that ~~Board~~have an indefinite useful life are not subject to amortisation, and ~~GEM~~are ~~listed~~tested ~~issuers~~at least annually for impairment and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Group continually monitors the Group’s businesses, markets and business environments and makes judgments and assessments about whether such an event has occurred. An impairment loss is recognised with respect to an asset to the extent that the carrying amount of that asset cannot be recovered either by selling the asset or from the discounted future earnings from operating the asset. Such an impairment charge is recognised in the Group’s consolidated income statement.

Type of Issue

No. of newshares ofissuer issuedduring themonthpursuantthereto

No. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth

9. Capitalreorganisation

Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)

N/A ( / / ) ( / / )

N/A

10. Other(Please specify)

At price :

Statecurrency

N/A

Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)

N/A ( / / ) ( / / )

N/A

Total E. (Ordinary shares)

N/A

(Preference shares)

N/A

(Other class)

N/A

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):

(1)

NIL

(2)

N/A

Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):

NIL

Total increase /(decrease) in other classes of shares during the month (i.e. Total of A to E):

N/A

(These figures should be the same as the relevant figures under II above (“Movements in Issued Share Capital”).)

Management judgment is required in the area of asset impairment, particularly in assessing whether: (1) an event has occurred that may affect asset values; (2) the carrying value of an asset can be supported by the net present value of future cash flows from the asset using estimated cash flow projections; and (3) the cash flow is discounted using an appropriate rate. Changing the assumptions selected by management to determine the level, if any, of impairment, including the discount rates or the growth rate assumptions in the cash flow projections, could significantly affect the Group’s reported financial condition and results of operations. In performing the impairment assessment, the Group also considers the impact of current economic environment on the Group’s operation.

~~For~~Goodwill ~~Main Board and GEM listed issuers~~

~~Remarks~~Under ~~(if~~IFRS, ~~any):~~goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net assets of the acquired subsidiary, associate or jointly-controlled entity at the date of acquisition. Goodwill on acquisition is reported in the Group’s consolidated statement of financial position as a separate asset or, as applicable, included within investment in associate and jointly controlled entity. Goodwill is tested annually for impairment and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The Group allocates goodwill to each operating segment in each country in which the Group operates.

~~Submitted~~Deferred ~~by:~~Taxation ~~Edith Shih~~

~~Title:~~Deferred ~~Company~~taxation ~~Secretary~~is ~~(Director~~provided, ~~Secretary~~using orthe ~~other~~liability ~~duly~~method, ~~authorised~~for ~~officer~~temporary differences arising between the tax bases of assets and liabilities and their carrying values in the Group’s accounts. Deferred tax liabilities are provided in full on all taxable temporary differences while deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences (including tax losses) can be utilised.

~~Notes~~The :Group has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the recognition criteria for deferred tax assets recorded in relation to cumulative tax loss carry forward.

1.Income ~~State~~Taxes ~~the class of shares (e.g. ordinary, preference or other).~~

2The Group is subject to income taxes in jurisdictions in which the Group operates. IfSignificant ~~there~~judgment is ~~insufficient~~required ~~space~~in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, ~~please~~such ~~append~~differences will impact the ~~prescribed~~income ~~continuation~~tax ~~sheet~~and deferred tax provisions in the period in which such determination was made.


40		Hutchison Telecommunications International Limited 2009 Annual Report

Management Discussion and Analysis

Depreciation of Fixed Assets

The Group’s business is capital intensive. Depreciation of operating assets constitutes a substantial operating cost for the Group. The cost of the Group’s fixed assets, principally telecommunications and network equipment, is charged to depreciation expense over their estimated useful lives. The Group depreciates the Group’s telecommunications and network equipment using the straight-line method over their estimated useful lives. The Group periodically reviews changes in the Group’s technology and industry conditions, asset retirement activity and salvage values to determine adjustments to estimated remaining useful lives and depreciation rates.

Actual economic lives may differ from the Group’s estimated useful lives. Periodic reviews could result in a change in the Group’s depreciable lives and therefore the Group’s depreciation expense in future years.

Amortisation of Telecommunications Spectrum Licences

The Group owns the rights to use and operate specified spectrums in some jurisdictions over a certain period of time, through annual minimum fees plus a variable portion depending on the future revenues from the services. Licence fees payments, the discounted value of the fixed annual fees to be paid over the licence period, and certain other direct costs incurred prior to the date the asset is ready for its intended use are capitalised. Capitalised licence fees are amortised from the date the asset is ready for its intended use until the expiration of the licence.

Interest is accreted on the fixed annual fees and charged to interest expense. Variable licence fees are recognised as period costs.

Amortisation of Telecommunications Customer Acquisition and Retention Costs

Costs to acquire or retain telecommunications customers, which are primarily postpaid 3G customers, pursuant to a contract with early termination penalties are capitalised if (1) such costs are identifiable and controlled; (2) it is probable that future economic benefits will flow from the customers to us; and (3) such costs can be measured reliably. Subsidies on handset sales, which are calculated by deducting the customers’ payment towards the handset from the cost of the handset, are included in the customer acquisition and retention costs. Capitalised customer acquisition and retention costs are amortised over the minimum enforceable contractual period, which is generally a period of 18 to 24 months. In the event that a customer churns off the network within the minimum enforceable contractual period, any unamortised customer acquisition or retention costs are written off in the period in which the customer churns. Costs to acquire prepaid telecommunications customers are expensed in the period incurred.

Revenue Recognition

The Group’s postpaid and prepaid revenues are generated based on tariff plans. Postpaid revenues are recognised when services are rendered and collectibility is reasonably assured, and prepaid revenues are recognised when the services have been used by the prepaid customers or when the service periods have expired.

Sales of handsets are recognised upon delivery to the distributors, dealers or directly to the end customers when they are sold on a standalone basis. When handsets are sold to end customers as part of multiple element arrangements (which typically include the sale of a handset together with fixed-term service contract), the amount received for the handset up to its fair value is accounted for as revenue from the handset sale upon delivery to the end customers. When handsets are sold to end customers for purposes of acquiring new customers or retaining existing customers, the Group subsidises the sale of handset by selling it at a price below its cost to secure a fixed-term service contract. The handset sale is then treated as a non revenue-generating transaction and accordingly, no revenue is recognised from these types of handset sales. The subsidy, which represents the difference between the cost of the handset and the payment received from the customer for the handset, is capitalised as an element of customer acquisition and retention costs.


Hutchison Telecommunications International Limited 2009 Annual Report				41

Management Discussion and Analysis

Sale and Leaseback Transactions

Determining whether a lease transaction is a finance lease or an operating lease requires judgment as to whether the lease agreement transfers substantially all the risks and rewards of ownership to or from the Group. Judgment is required on various aspects that include, but are not limited to, the fair value of the leased asset, the economic life of the leased asset, whether renewal options are included in the lease term and determining an appropriate discount rate to calculate the present value of the minimum lease payments.

Classification of a transaction as a finance lease or an operating lease determines whether the leased asset is treated on-balance sheet or off-balance sheet. In sale and leaseback transactions, the classification of the leaseback arrangements as described above determines how the gain or loss on the sale transaction is recognised. It is either deferred and amortised (finance lease) or recognised immediately (operating lease).

Other Income

The Group has been granted credit vouchers by certain network suppliers for offset against future services and purchases from the suppliers. The value of the vouchers is recognised as other income. Judgment is required in determining the fair value of the vouchers and whether the credit voucher should be accounted for as income or as a purchase discount. This determination includes, but is not limited to, an assessment of the nature of the credit vouchers and their grant, the conditions attached to utilisation of the vouchers, and the separation of economic events from future purchases.

Recognition as income or as a purchase discount determines whether the credit vouchers are recognised immediately when the Group becomes entitled to the right to use them and the contractual obligations of the network supplier are waived, or they are deferred and recognised upon making purchases from the supplier and offset against the purchase invoices.

Recent Accounting Pronouncements

The following new or revised standards, amendments to standards and interpretations to existing standards have been issued but are not effective for the year ended 31 December 2009:


IAS 27 (Revised)		Consolidated and Separate Financial Statements
IAS 39 (Amendment)		Eligible Hedged Items
IFRS 3 (Revised)		Business Combinations
IFRIC Interpretation 17		Distributions of Non-cash Assets to Owners
IFRIC Interpretation 18		Transfers of Assets from Customers
IFRS 2 (Amendment)		Group Cash-settled Share-based Payment Transaction
IFRS (Amendments)		Improvements to IFRS 2009
IAS 32 (Amendment)		Classification of Right Issues
IFRS 1 (Revised)		First-time Adoption of IFRS
IFRS 1 (Amendment)		Additional Exemptions for First-time Adopters
IFRIC Interpretation 19		Extinguishing Financial Liabilities with Equity Instruments
IFRS 9		Financial Instruments
IFRIC Interpretation 14 (Amendments)		Prepayment of a Minimum Funding Requirement
IAS 24 (Amendment)		Related Party Disclosures

The Group did not early adopt any of these new or revised standards, amendments to standards and interpretations to existing standards. The Group is in the process of assessing the impact of these new or revised standards, amendments to standards and interpretations to existing standards on the Group’s results and financial position in the future.


42		Hutchison Telecommunications International Limited 2009 Annual Report

Directors’ Report

The Directors have pleasure in submitting to shareholders their report and statement of the audited accounts for the year ended 31 December 2009.

Principal Activities

The principal activity of the Company and its subsidiaries (the “Group”) is the provision of mobile telecommunications services and the activities of its principal subsidiaries are shown on page 147.

Group Profit

The consolidated income statement is set out on page 70 and shows the Group profit for the year ended 31 December 2009.

Dividends

On 7 May 2009, the Company completed the payment of an interim dividend which was satisfied by way of distribution in specie of the entire share capital of Hutchison Telecommunications Hong Kong Holdings Limited (“HTHKH”). The Directors do not recommend the payment of any final dividend.

Reserves

Movements in the reserves of the Company and the Group during the year are set out in Note 41(f) and Note 31 to the accounts on pages 146 and 130 respectively.

Charitable Donations

Donations to charitable organisations by the Group during the year amounted to approximately HK$7 million.

Fixed Assets

Particulars of the movements of fixed assets are set out in Note 21 to the accounts.

Share Capital

Details of the share capital of the Company are set out in Note 30 to the accounts.


Hutchison Telecommunications International Limited 2009 Annual Report				43

Directors’ Report

Directors

The Directors of the Company as at 31 December 2009 were:

Chairman and Non-executive Director:

Mr Fok Kin-ning, Canning

Executive Directors:

Mr Lui Dennis Pok Man

Mr Christopher John Foll

Mr Chan Ting Yu

(also Alternate to Mr Lui Dennis Pok Man)

Non-executive Directors:

Mrs Chow Woo Mo Fong, Susan

(also Alternate to Mr Fok Kin-ning, Canning and Mr Frank John Sixt)

Mr Frank John Sixt

Independent Non-executive Directors:

Mr Kwan Kai Cheong

Mr John W Stanton

Mr Kevin Westley

Alternate Director:

Mr Woo Chiu Man, Cliff

(Alternate to Mr Christopher John Foll)

Mr Wong King Fai, Peter resigned as Executive Director of the Company on 8 May 2009, and Mr Ma Lai Chee, Gerald automatically ceased to act as Alternate Director to Mr Wong on 8 May 2009.

The Board expresses its gratitude to Messrs Wong King Fai, Peter and Ma Lai Chee, Gerald for their valuable contributions to the Company.

In accordance with Article 87(1) of the Company’s Articles of Association, Mrs Chow Woo Mo Fong, Susan, Messrs Chan Ting Yu and John W Stanton, will retire by rotation at the forthcoming annual general meeting and being eligible, offer themselves for re-election.

The Company received confirmation from all the Independent Non-executive Directors of their independence pursuant to Rule 3.13 of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “SEHK”). The Company considered all the Independent Non-executive Directors as independent.

The Directors’ biographical details are set out on pages 12 to 15.

Directors’ Service Contracts

None of the Directors who are being proposed for re-election at the forthcoming annual general meeting has a service contract with the Company which is not terminable by the Company within one year without payment of compensation, other than statutory compensation.

Interest in Contracts

No contracts of significance in relation to the businesses of the Company and its subsidiary companies to which the Company or a subsidiary company was a party in which a Director had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year.


44		Hutchison Telecommunications International Limited 2009 Annual Report

Directors’ Report

Connected Transactions

On 3 April 2009, the Group entered into (i) a conditional loan agreement whereby Hutchison Telecommunications (Luxembourg) S.à r.l. (an indirect wholly-owned subsidiary of the Company) agreed to advance US$55 million (approximately HK$426.3 million) to Lucky Wealth Success Ltd. (“Lucky Wealth”); and (ii) a conditional agreement whereby Loudella Limited (another indirect wholly-owned subsidiary of the Company) agreed to acquire the benefits of the shareholder loans of approximately US$91.4 million (approximately HK$708.4 million) made by PT. Asia Mobile to PT. Hutchison CP Telecommunications (“HCPT”, an indirect 65%-owned subsidiary of the Company) at a consideration of US$1 (approximately HK$7.75).

Each of PT. Asia Mobile and Lucky Wealth is a connected person of the Company by virtue of being a substantial shareholder (in case of PT. Asia Mobile) and an associate of a substantial shareholder (in case of Lucky Wealth) of HCPT, a subsidiary of the Company. The transactions, on an aggregated basis, constituted connected transactions for the Company. The Company has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules with regard to the above connected transactions.

Continuing Connected Transactions

During the year ended 31 December 2009, the Group undertook the following continuing connected transactions (the “Continuing Connected Transactions”):

(1)

Pursuant to a marketing agreement dated 14 August 1996 (the “Thai Marketing Agreement”) between Hutchison CAT Wireless MultiMedia Limited (“Hutchison CAT”, a company consolidated into the Group’s financial statements as subsidiary) and CAT Telecom Public Company Limited (“CAT Telecom”), Hutchison CAT has continued to market the CDMA2000 1X network services of CAT Telecom under the Hutch brand name in 25 provinces located in central Thailand and provide after-sales services and other supplementary services relating to such sales and marketing activities on an exclusive basis, in return for a percentage of the access fees, monthly services fees and sign-on fees paid by the subscribers.

CAT Telecom is a connected person of the Company by virtue of being a substantial shareholder holding approximately 26% interest of and in Hutchison CAT. The Thai Marketing Agreement therefore constituted a continuing connected transaction for the Company under the Listing Rules.

(2)

The Group had the following funding arrangements in Thailand (the “Thai Financial Assistance”) with respect to the Company’s connected persons:

Pursuant to the shareholders’ agreement dated 16 October 2000 between Hutchison Telecommunications Investment Limited (an indirect wholly-owned subsidiary of the Company), GMRP (Thailand) Limited (“GMRP”), and three other Thai minority shareholders with respect to Hutchison Wireless MultiMedia Holdings Limited (“Hutchison Wireless”), the Group has agreed to make interest-free advance to GMRP to enable GMRP to maintain a specified equity interest in Hutchison Wireless, should additional shares be issued by Hutchison Wireless. Since the repayment of previous loan in 2008, no further interest-free advance has been made by the Group.

Pursuant to the shareholders’ agreement dated 16 October 2000 between Light Power Telecommunications Limited (an indirect wholly-owned subsidiary of the Company) and DPBB (Thailand) Limited (“DPBB”) with respect to PKNS (Thailand) Limited (“PKNS”), the Group has agreed to make interest–free advance to DPBB to enable DPBB to maintain a specified equity interest in PKNS, should additional shares be issued by PKNS. Since the repayment of previous loan in 2008, no further interest-free advance has been made by the Group.

Each of GMRP and DPBB is a connected person of the Company by virtue of being an associate of a director of BFKT (Thailand) Limited, an indirect non wholly-owned subsidiary of the Company. The provision of the Thai Financial Assistance by the Group therefore constituted a continuing connected transaction for the Company under the Listing Rules.

(3)

On 2 May 2008, the Group entered into renewal agreements (the “Tsing Yi Tenancy Renewal Agreements”) in respect of the Group’s offices Hutchison Telecom Tower, located at 99 Cheung Fai Road, Tsing Yi, New Territories, Hong Kong (“Hutchison Telecom Tower”) for a further three-year term (“Renewed Term”) commencing from 1 May 2008 (subject to any request from the tenant for options to renew the tenancy for another period of three years on terms to be agreed) and made between Hongkong International Terminals Limited (“HIT”, an indirect non wholly-owned subsidiary of Hutchison Whampoa Limited (“HWL”)) and Dragon View Resources Limited (“Dragon View”, another indirect non


Hutchison Telecommunications International Limited 2009 Annual Report				45

Directors’ Report

wholly-owned subsidiary of HWL) as landlord and each of (a) Hutchison Telecommunications International (HK) Limited (“HTIHK”, an indirect wholly-owned subsidiary of the Company) as tenant for the lease of the whole of the 20th Floor and portion of the 18th Floor of the Hutchison Telecom Tower (the “HTIHK Premises”), with a gross floor area of approximately 20,000 sq.ft. at (i) rental (excluding Government rent, rates and service charges) of HK$6.05 per sq.ft. and (ii) management fee in the range of HK$2.1 to HK$3.0 per sq.ft. of gross floor area per month during the Renewed Term; (b) Hutchison Telecommunications (Hong Kong) Limited (“HTHK”, ceased to be a subsidiary of the Company following the spin-off of the businesses in Hong Kong and Macau on 7 May 2009 (the “Spin-off”)) as tenant for the lease of the 7th, 11th, 12th and 15th Floors, and portions of the 5th, 8th, 16th, 18th and 19th Floors of Hutchison Telecom Tower (the “HTHK Premises”) with a gross floor area of approximately 152,931 sq.ft. at (i) rental (excluding Government rent, rates and service charges) of HK$7.59 per sq.ft. and (ii) management fee in the range of HK$2.1 to HK$3.0 per sq.ft. of gross floor area per month during the Renewed Term; and (c) Hutchison Global Communications Limited (“HGC”, ceased to be a subsidiary of the Company following the Spin-off) as tenant for the lease of the whole of the 9th, 10th and 17th Floors and portions of the 5th, 6th, 8th, 16th, 18th and 19th Floors of Hutchison Telecom Tower (the “HGC Premises”) with a gross floor area of approximately 130,000 sq.ft. at (i) rental (excluding Government rent, rates and service charges) of HK$6.05 per sq.ft. and (ii) management fee in the range of HK$2.1 to HK$3.0 per sq.ft. of gross floor area per month during the Renewed Term.

Each of HIT and Dragon View is a connected person of the Company by virtue of being an associate of a substantial shareholder of the Company. The tenancy of each of the HTIHK Premises, the HTHK Premises and the HGC Premises therefore constituted a continuing connected transaction for the Company under the Listing Rules. Following the Spin-off, the tenancy of each of the HTHK Premises and the HGC Premises ceased to be a continuing connected transaction for the Company.

(4)

On 27 March 2007, conditional handset supply agreements (the “Handset Supply Agreements”) were entered into between H3G Procurement Services S.à r.l. (“H3G PS”, an indirect wholly-owned subsidiary of HWL) and each of Hutchison Telephone Company Limited (“HTCL”, ceased to be a subsidiary of the Company following the Spin-off) and Partner Communications Company Ltd. (“Partner Communications”, ceased to be an indirect non wholly-owned subsidiary of the Company following the sale of its entire stake in Partner Communications on 28 October 2009 (the “Partner Sale”)), pursuant to which each of HTCL and Partner Communications may from time to time, with effect from 1 January 2007 and for an initial period of three years, elect to purchase handsets from H3G PS for the purpose of their respective 3G business, on the terms and conditions set out in the respective Handset Supply Agreements.

H3G PS is a connected person of the Company by virtue of being an associate of a substantial shareholder of the Company. The sale and purchase of handsets contemplated under the Handset Supply Agreements therefore constituted continuing connected transactions for the Company under the Listing Rules. Following the Spin-off and the Partner Sale, the supply of handsets to each of HTCL and Partner Communications under the Handset Supply Agreements ceased to be continuing connected transactions for the Company.

(5)

On 17 April 2009, the Company entered into an amended and restated facility agreement (the “Facility Agreement”) with Hutchison Telecommunications Finance Company Limited (“HTFCL”) and Hutchison Facility Agents Limited (“HFAL”) (both being indirect subsidiaries of HWL), pursuant to which HTFCL agreed to make available to the Company and certain of its subsidiaries a senior secured revolving credit facility of a maximum aggregate amount of US$1,340 million (approximately HK$10,452 million) secured by assets of the Group and towards refinancing of other existing indebtedness and funding any acquisition and general corporate purposes of the Group (the “HWL Continuing Financial Assistance”), subject to the terms and conditions of the Facility Agreement.

Each of HWL, HTFCL and HFAL is a connected person of the Company by virtue of being a substantial shareholder (in case of HWL) or an associate of a substantial shareholder (in the case of HTFCL and HFAL) of the Company. The provision of the HWL Continuing Financial Assistance contemplated under the Facility Agreement constitutes a continuing connected transaction for the Company under the Listing Rules.

(6)

On 17 April 2009, the Company entered into a master agreement (the “HTHKH Master Agreement”) with HTHKH (together with its subsidiaries the “HTHKH Group”), whereby the Company will procure relevant members of the Group to provide or acquire, and HTHKH will procure relevant members of the HTHKH Group to provide or acquire, the range of products and services of the Group or of the HTHKH Group specified therein and such other products or services as may be agreed from time to time on a non-exclusive basis during the term of the HTHKH Master Agreement.

Following the Spin-off, HTHKH is a connected person of the Company by virtue of being an associate of a substantial shareholder of the Company. The acquisition and provision of products and services contemplated under the HTHKH Master Agreement therefore constituted continuing connected transactions for the Company under the Listing Rules.


46		Hutchison Telecommunications International Limited 2009 Annual Report

Directors’ Report

The Company has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules with regard to the above Continuing Connected Transactions.

Annual Review of Continuing Connected Transactions

The aggregate amount for the year ended 31 December 2009 attributable to each of the Continuing Connected Transactions (together the “2009 Continuing Connected Transactions”) which are subject to annual review requirements under the Listing Rules were as follows:


2009 Continuing Connected Transactions		Aggregate amount for the year ended 31 December 2009 HK$ millions

(1) Thai Marketing Agreement:
– revenue to the Group		788

(2) Thai Financial Assistance to:
(a) GMRP		Nil
(b) DPBB		Nil

(3) Tsing Yi Tenancy Renewal Agreements		12.1

(4) Handset Supply Agreements:
(a) HTCL
– Purchase		5
– Rebate		12
(b) Partner Communications		Nil

(5) HWL Continuing Financial Assistance		Nil

(6) HTHKH Master Agreement:
– Acquisition of the products and services from the HTHKH Group		20

All the Independent Non-executive Directors of the Company have reviewed the 2009 Continuing Connected Transactions, and confirmed that they had been entered into (i) in the ordinary and usual course of the Group’s business; (ii) either on normal commercial terms or, if there are not sufficient comparable transactions to judge whether they are on normal commercial terms, on terms no less favourable to the Company than terms available to or from (as appropriate) independent third parties; and (iii) in accordance with the relevant agreement governing them on terms that are fair and reasonable and in the interests of the shareholders of the Company as a whole.

Based on the work performed, the Company’s auditor has confirmed in a letter to the Board of Directors of the Company to the effect that the 2009 Continuing Connected Transactions:

(1)

have received the approval of the Board of Directors of the Company;

(2)

are in accordance with the pricing policies of the Group if such transactions involved provision of goods and services by the Group;

(3)

are entered into in accordance with the terms of the relevant agreements governing such transactions; and

(4)

do not exceed the respective cap amounts as referred to in the previous announcements.

Save as disclosed above, none of the transactions disclosed as related party transactions in Note 38 to the accounts is a connected transaction or a continuing connected transaction for the Company as defined under the Listing Rules or they are connected transactions or continuing connected transactions for the Company exempt from the reporting requirements under the Listing Rules.


Hutchison Telecommunications International Limited 2009 Annual Report				47

Directors’ Report

Directors’ and Chief Executive’s Interests and Short Positions in Shares, Underlying Shares and Debentures

As at 31 December 2009, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares in and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance, the “SFO”) which had been notified to the Company and the SEHK pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) as recorded in the register required to be kept pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the SEHK pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules as adopted by the Company (the “Model Code”) were as follows:

(I)

Interests and short positions in the shares, underlying shares in, and debentures of the Company

Long positions in the shares and underlying shares in the Company

Number of underlying

share held

Name of Director/

Alternate Director

Capacity

Nature of
interests

Number of
shares held

in American
Depositary
Shares

in share
options

Approximate %
of shareholding

Fok Kin-ning, Canning

Interest of

a controlled corporation

Corporate interest

1,202,380

(Note 1)

–

0.025%

Chow Woo Mo Fong, Susan

Beneficial owner

Personal interest

250,000

–

0.005%

Frank John Sixt

Beneficial owner

Personal interest

–

255,000

(Note 2)

–

0.005%

Lui Dennis Pok Man

Beneficial owner

Personal interest

9,100,000

–

0.189%

Christopher John Foll

Beneficial owner

Personal interest

–

5,000,000

(Note 3)

0.104%

Chan Ting Yu

Beneficial owner

Personal interest

3,433,333

–

0.071%

John W Stanton

Interest held jointly with spouse

Other interest

–

105,000

(Note 4)

–

0.002%

Woo Chiu Man, Cliff

Beneficial owner

Personal interest

2,333,333

–

0.048%

Notes:

Such ordinary shares of the Company were held by a company which is equally controlled by Mr Fok Kin-ning, Canning and his spouse.

17,000 American Depositary Shares (each representing 15 ordinary shares of the Company) were held by Mr Frank John Sixt.

Such interests are directors’ interests in underlying shares in respect of the share options granted under the share option scheme of the Company, the details of which are set out in the section entitled “Share Option Scheme of the Company” on pages 53 to 56.

7,000 American Depositary Shares (each representing 15 ordinary shares of the Company) were held jointly by Mr John W Stanton and his spouse.


48		Hutchison Telecommunications International Limited 2009 Annual Report

Directors’ Report

(II)

Interests and short positions in the shares, underlying shares in, and debentures of the associated corporations of the Company

Long positions in the shares, underlying shares in, and debentures of the associated corporations of the Company

Mr Fok Kin-ning, Canning had, as at 31 December 2009, the following interests:

(i)

corporate interests in 4,810,875 ordinary shares, representing approximately 0.113% of the then issued share capital, in HWL;

(ii)

5,100,000 ordinary shares, representing approximately 0.038% of the then issued share capital, in Hutchison Telecommunications (Australia) Limited (“HTAL”) comprising personal and corporate interests in 4,100,000 ordinary shares and 1,000,000 ordinary shares respectively;

(iii)

corporate interests in 5,000,000 ordinary shares, representing approximately 0.056% of the then issued share capital, in Hutchison Harbour Ring Limited;

(iv)

corporate interests in 1,202,380 ordinary shares, representing approximately 0.025% of the then issued share capital, in HTHKH; and

(v)

corporate interests in (a) a nominal amount of US$1,216,000 in the 6.50% Notes due 2013 issued by Hutchison Whampoa International (03/13) Limited; (b) a nominal amount of US$4,000,000 in the 7.625% Note due 2019 issued by Hutchison Whampoa International (09) Limited; and (c) a nominal amount of US$4,000,000 in the 5.75% Note due 2019 issued by Hutchison Whampoa International (09/19) Limited.

Mr Fok Kin-ning, Canning held the above personal interests in his capacity as a beneficial owner and held the above corporate interests through a company which is equally controlled by Mr Fok and his spouse.

Mrs Chow Woo Mo Fong, Susan in her capacity as a beneficial owner had, as at 31 December 2009, personal interests in (i) 150,000 ordinary shares, representing approximately 0.004% of the then issued share capital, in HWL; and (ii) 250,000 ordinary shares, representing 0.005% of the then issued share capital, in HTHKH.

Mr Frank John Sixt in his capacity as a beneficial owner had, as at 31 December 2009, personal interests in (i) 50,000 ordinary shares, representing approximately 0.001% of the then issued share capital, in HWL; (ii) 1,000,000 ordinary shares, representing approximately 0.007% of the then issued share capital, in HTAL; and (iii) 17,000 American depositary shares (each representing 15 ordinary shares of HTHKH), representing approximately 0.005% of the then issued share capital, in HTHKH.

Mr Lui Dennis Pok Man in his capacity as a beneficial owner had, as at 31 December 2009, personal interests in 9,100,000 ordinary shares, representing approximately 0.189% of the then issued share capital, in HTHKH.

Mr Chan Ting Yu in his capacity as a beneficial owner had, as at 31 December 2009, personal interests in 3,433,333 ordinary shares, representing approximately 0.071% of the then issued share capital, in HTHKH.

Mr John W Stanton had, as at 31 December 2009, the following interests:

(i)

2,016,500 ordinary shares, representing approximately 0.047% of the then issued share capital, in HWL held jointly with his spouse;

(ii)

6,600 ordinary shares, representing approximately 0.0002% of the then issued share capital, in HWL held in his capacity as a trustee of a trust; and

(iii)

7,000 American depositary shares (each representing 15 ordinary shares of HTHKH), representing approximately 0.0002% of the then issued share capital, in HTHKH held jointly with his spouse.


Hutchison Telecommunications International Limited 2009 Annual Report				49

Directors’ Report

Mr Kevin Westley in his capacity as a beneficial owner had, as at 31 December 2009, personal interests in 4,000 ordinary shares, representing approximately 0.0002% of the then issued share capital, in Cheung Kong Infrastructure Holdings Limited.

Mr Woo Chiu Man, Cliff had, as at 31 December 2009, (i) family interests in 8,000 ordinary shares, representing approximately 0.0002% of the then issued share capital, in HWL held by his spouse; and (ii) personal interests in 2,333,333 ordinary shares, representing 0.048% of the then issued share capital, in HTHKH.

Save as disclosed above, as at 31 December 2009, none of the Directors and chief executive of the Company and their respective associates had any interests or short positions in the shares, underlying shares in and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which had to be notified to the Company and the SEHK pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he/she was taken or deemed to have under such provisions of the SFO) that were required, pursuant to Section 352 of the SFO, to be recorded in the register referred to therein or which were required, pursuant to the Model Code, to be notified to the Company and the SEHK.

Certain Directors held qualifying shares in certain subsidiaries of the Company on trust for other subsidiaries.

Interests and Short Positions of Shareholders Discloseable under the SFO

So far as is known to any Directors or chief executive of the Company, as at 31 December 2009, other than the interests and short positions of the Directors or chief executive of the Company as disclosed above, the following persons had interests or short positions in the shares or underlying shares in the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register required to be kept by the Company under Section 336 of the SFO:

(I)

Interests and short positions of substantial shareholders in the shares and underlying shares in the Company

Long positions in the shares of the Company


Name	Capacity	Number of Shares held		Approximate % of shareholding

Hutchison Telecommunications	(i) Beneficial owner	2,619,929,104	)
Investment Holdings Limited		(Note 1)	)
(“HTIHL”)	(ii) Interest of a controlled	285,893,149	)	60.35%
	corporation	(Note 1)	)

Hutchison Telecommunications	Interest of controlled	2,905,822,253		60.35%
Group Holdings Limited	corporations	(Note 1)
(“HTGHL”)

Ommaney Holdings Limited (“OHL”)	Interest of controlled	2,905,822,253		60.35%
	corporations	(Note 1)

Hutchison International Limited (“HIL”)	Interest of controlled	2,905,822,253		60.35%
	corporations	(Note 1)

HWL	Interest of controlled	2,905,822,253		60.35%
	corporations	(Note 1)

Cheung Kong (Holdings) Limited (“CKH”)	Interest of controlled	2,957,914,840		61.43%
	corporations	(Note 2)


50		Hutchison Telecommunications International Limited 2009 Annual Report

Directors’ Report

Name

Capacity

Number of

shares held

Approximate %

of shareholding

Li Ka-Shing Unity Trustee

Trustee

2,957,914,840

61.43%

Company Limited (“TUT1”)

(Note 3)

Li Ka-Shing Unity Trustee

Trustee and

2,957,914,840

61.43%

Corporation Limited (“TDT1”)

beneficiary of a trust

(Note 4)

Li Ka-Shing Unity

Trustee and

2,957,914,840

61.43%

Trustcorp Limited (“TDT2”)

beneficiary of a trust

(Note 4)

Li Ka-shing (“Mr Li”)

(i) Founder of discretionary

2,958,068,120

)

trusts and interest of

(Note 5)

)

controlled corporations

)

(ii) Interest of controlled

266,621,499

)

66.97%

corporations

(Note 6)

)

Yuda Limited (“Yuda”)

Beneficial owner

266,375,953

5.53%

(Note 7)

(II)

Interests and short positions of other person in the shares and underlying shares of the Company

Long positions in the shares of the Company


Name	Capacity	Number of shares held		Approximate % of shareholding

JPMorgan Chase & Co. (“JCC”)	(i) Beneficial owner	3,536,000	)
	(ii) Investment manager	3,300	)
	(iii) Custodian	333,500,389	)	7.00%
		(Note 8)	)

Norges Bank	Beneficial owner	295,525,389		6.14%
(The Central Bank of Norway)

Notes:

HTIHL is a direct wholly-owned subsidiary of HTGHL, which in turn is a direct wholly-owned subsidiary of OHL, which in turn is a direct wholly-owned subsidiary of HIL, which in turn is a direct wholly-owned subsidiary of HWL. By virtue of the SFO, HWL, HIL, OHL and HTGHL were deemed to be interested in the 2,619,929,104 ordinary shares of the Company which HTIHL had direct interest and the 285,893,149 ordinary shares of the Company held by a wholly-owned subsidiary of HTIHL.

Certain subsidiary companies of CKH together hold one-third or more of the issued share capital of HWL. By virtue of the above, CKH was therefore taken to have a duty of disclosure in relation to the interest in the relevant share capital of the Company held by or in which HWL, HIL, OHL, HTGHL or HTIHL was taken as interested as a substantial shareholder of the Company under the SFO. CKH was also interested in the share capital of the Company through certain wholly-owned subsidiary companies of CKH.

TUT1, as trustee of The Li Ka-Shing Unity Trust (“UT1”), together with certain companies which TUT1 as trustee of UT1 was entitled to exercise or control the exercise of one-third or more of the voting power at their general meetings (“related companies”), hold more than one third of the issued share capital of CKH. By virtue of the above and the interest of TUT1 as trustee of UT1 and its related companies in the shares in CKH, TUT1 as trustee of UT1 was therefore taken to have a duty of disclosure in relation to the interest in the relevant share capital of the Company held by or in which HWL, HIL, OHL, HTGHL or HTIHL was taken as interested (together with CKH’s interest in the share capital of the Company through certain wholly-owned subsidiary companies) as a substantial shareholder of the Company under the SFO.


Hutchison Telecommunications International Limited 2009 Annual Report				51

Directors’ Report

Each of TDT1 as trustee of a discretionary trust (“DT1”) and TDT2 as trustee of another discretionary trust (“DT2”) holds units in UT1. By virtue of the above and its interest of holding units in UT1, each of TDT1 as trustee of DT1 and TDT2 as trustee of DT2 was taken to have a duty of disclosure in relation to the interest in the relevant share capital of the Company held by or in which HWL, HIL, OHL, HTGHL or HTIHL was taken as interested (together with CKH’s interest in the share capital of the Company through certain wholly-owned subsidiary companies) as a substantial shareholder of the Company under the SFO.

Mr Li is the settlor of each of DT1, DT2 and two discretionary trusts (“DT3” and “DT4”) and may be regarded as a founder of each of DT1, DT2, DT3 and DT4 for the purpose of the SFO. Mr Li is also interested in one-third of the entire issued share capital of two companies owning the entire issued share capital of TUT1, TDT1, TDT2, Li Ka-Shing Castle Trustee Company Limited (“TUT3”) as trustee of The Li Ka-Shing Castle Trust (“UT3”), Li Ka-Shing Castle Trustee Corporation Limited as trustee of DT3 and Li Ka-Shing Castle Trustcorp Limited as trustee of DT4 where appropriate. By virtue of the above and as a director of CKH, Mr Li was taken to have a duty of disclosure in relation to the interest in the relevant share capital of the Company held by or in which HWL, HIL, OHL, HTGHL or HTIHL was taken as interested and held by TUT3 as trustee of UT3 (together with CKH’s interest in the share capital of the Company through certain wholly-owned subsidiary companies) as a substantial shareholder of the Company under the SFO.

Such ordinary shares of the Company were held by companies of which Mr Li is interested in the entire issued share capital.

Yuda is a company wholly-controlled by Mr Li. Such interest is duplicated in that of Mr Li held by one of the companies described in Note 6 above.

Certain subsidiary companies of JCC and JCC together hold 5% or more of the issued share capital of the Company. By virtue of the SFO, JCC is taken to have a duty of disclosure in relation to the interest in the relevant share capital of the Company.

Save as disclosed above, as at 31 December 2009, there was no other person (other than the Directors and chief executive of the Company) who had an interest or short position in the shares and underlying shares in the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register required to be kept under Section 336 of the SFO.

Directors’ Interests in Competing Business

During the year, Mr Fok Kin-ning, Canning, Mrs Chow Woo Mo Fong, Susan and Mr Frank John Sixt, all being Non-executive Directors, were executive/ non-executive directors of HWL and HTHKH and certain of their subsidiaries which were engaged in telecommunications businesses.

Mr Lui Dennis Pok Man, an Executive Director, was also a non-executive director of HTHKH and previously a director of a subsidiary of HWL in Argentina (resigned in December 2009).

The non-competition agreement entered into by the Company and HTHKH on 17 April 2009 maintained a clear geographical of the two groups’ respective businesses ensuring there would be no competition between them. The exclusive territory of the HTHKH Group comprised Hong Kong and Macau, the exclusive territory of the HWL Group comprised the member countries of the European Union (prior to its enlargement in 2004), the Vatican City, the Republic of San Marino, the Channel Islands, Monaco, Switzerland, Norway, Greenland, Liechtenstein, Australia, New Zealand, the United States of America, Canada and Argentina (subsequent to the Group’s decision not to exercise its option to acquire HWL Group’s interest in Hutchison Telecommunications Argentina S.A.). The exclusive territory of the Group comprised all the remaining countries of the world.

The non-competition agreement entered into by the Company and HWL on 24 September 2004 (“2004 Non-competition Agreement”) maintained a clear geographical delineation, underpinned by the regulatory regime, of the two groups’ respective businesses ensuring there would be no competition between them. Under this agreement, the exclusive territory of the HWL Group comprised the member countries of the European Union (prior to its enlargement in 2004), the Vatican City, the Republic of San Marino, the Channel Islands, Monaco, Switzerland, Norway, Greenland, Liechtenstein, Australia, New Zealand, the United States of America, Canada and Argentina (subsequent to the Group’s decision not to exercise its option to acquire HWL Group’s interest in Hutchison Telecommunications Argentina S.A.) and the exclusive territory of the Group comprised all the remaining countries of the world. On 17 April 2009, HWL and the Company entered into an amendment agreement to the 2004 Non-competition Agreement whereby the parties thereto agreed, inter alia, the new scope of businesses which is subject to such agreement, the exclusion of Hong Kong and Macau from the Group’s exclusive territory, the HTHKH Group’s exclusive territory to comprise Hong Kong and Macau, and the order in which new opportunities arising from any of the exclusive territories of the HWL Group, the Group and the HTHKH Group will be offered to the other party.

Save as disclosed above, none of the Directors and their respective associates had as at the date of this report an interest in any business which competed or was likely to compete, either directly or indirectly, with the principal businesses of the Company.


52		Hutchison Telecommunications International Limited 2009 Annual Report

Directors’ Report

Share Options and Directors’ Rights to Acquire Shares

The Group operates certain share option schemes, details of which are as follows:

(I)

Share option scheme of the Company

The Company’s share option plan (the “Share Option Scheme”), conditionally approved and adopted by a resolution of the then sole shareholder of the Company passed on 17 September 2004, was approved at the extraordinary general meeting of HWL on 19 May 2005. It was subsequently amended by written resolutions of the Directors passed on 12 July 2005 and 9 February 2006 respectively, and by an ordinary resolution passed at each of the extraordinary general meeting of the Company held on 8 May 2007 and the annual general meeting of HWL on 22 May 2008.

The Share Option Scheme has a term of 10 years commencing from 19 May 2005, being the date on which the Share Option Scheme became unconditional and has a remaining term of approximately 5 years as at the date of this report. The purpose of the Share Option Scheme is to enable the Group to grant share options to selected participants as incentives or rewards for their contribution to the Group, including but not limited to:

any employee or consultant in the areas of finance, business or personnel administration or information technology (whether full- time or part-time, including any Executive Director but excluding any Non-executive Director) of the Company, any of its subsidiary companies or any entity in which any member of the Group holds any equity interest, which is also referred to as an invested entity;

any Non-executive Directors (including Independent Non-executive Directors) of the Company, any of the Company’s subsidiary companies or any invested entity;

any supplier of goods or services to any member of the Group or any invested entity;

any customer of any member of the Group or any invested entity;

any person or entity that provides research, development or other technological support to any member of the Group or any invested entity;

any shareholders or security holders of any member of the Group or any invested entity;

any other group or classes of participants contributing by way of joint venture, business alliance or other business arrangement to the development and growth of the Group; and

any company wholly-owned by any one or more persons belonging to any of the above classes of participants.

The grant of any share options by the Company for the subscription of ordinary shares or other securities of the Company to any person who falls within any of the above classes of participants shall not, by itself, unless the Directors otherwise determine, be construed as a grant of share options under the Share Option Scheme. The eligibility of any of the foregoing classes of participants to receive a grant of any share options shall be determined by the Directors from time to time on the basis of their contribution to the development and growth of the Group.


Hutchison Telecommunications International Limited 2009 Annual Report				53

Directors’ Report

The maximum number of ordinary shares that may be allotted and issued upon the exercise of all outstanding share options granted and yet to be exercised under this Share Option Scheme and any other share option plan must not in aggregate exceed 30% of the Company’s ordinary shares issued and outstanding from time to time. The total number of ordinary shares which may be allotted and issued upon the exercise of all share options (excluding, for this purpose, options which have lapsed in accordance with the terms of this Share Option Scheme and any other share option plan of the Group) to be granted under this Share Option Scheme and any other share option plan of the Company must not in aggregate exceed 10% of the relevant class of securities of the Company in issue, being 450,000,000 ordinary shares, as at 15 October 2004, the date on which the shares of the Company were first listed and upon refreshing this general plan limit, the total number of shares which may be allotted and issued upon exercise of all share options to be granted under this Share Option Scheme and any other plan of the Company must not exceed 10% of the relevant class of securities of the Company in issue as at the date of approval of the limit by its shareholders in general meeting. The Company may seek separate approval of shareholders in a general meeting to grant share options beyond these limits.

A total of 12,566,666 ordinary shares of the Company, representing 0.26% of the total issued share capital of the Company as at the date of this report, will be issued upon the exercise in full of all share options granted under the Share Option Scheme and remain outstanding as at such date. As at the date of this report, the maximum number of share options which may be granted under the Share Option Scheme is 357,633,334.

The total number of ordinary shares of the Company issued and which may fall to be issued upon exercise of the share options (including both exercised or outstanding share options) to each participant in any 12-month period shall not exceed 1% of the Company’s issued share capital for the time being. Any grant of share options in excess of 1% in any such 12-month period must be approved by shareholders in a general meeting with such participant and his associates abstaining from voting. The number and terms (including the exercise price) of the share options to be granted (and share options previously granted to such participant) must be fixed before the approval of the shareholders and the date of the board meeting proposing such further grant will be the date of grant for the purpose of calculating the exercise price if such grant is approved.

Any grant of share options under the Share Option Scheme to a Director, chief executive or substantial shareholder of the Company or any of their respective associates must be approved by the Independent Non-executive Directors (excluding any Independent Non-executive Director who is also the grantee of the share options). Approval of shareholders of the Company in a general meeting is required if any grant of share options to a substantial shareholder, an Independent Non-executive Director or any of their respective associates could result in the ordinary shares issued and to be issued upon the exercise of all share options already granted and to be granted (including share options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant: (1) representing in aggregate over 0.1% of the ordinary shares in issue; and (2) having an aggregate value, based on the closing price of the ordinary shares at the date of each grant, in excess of HK$5 million. Any such meeting must be in accordance with the Listing Rules. Any change in the terms of share options granted to a substantial shareholder, an Independent Non-executive Director or any of their respective associates must also be approved by shareholders in a general meeting.

A share option may be accepted by a participant within 21 days from the date of the offer of grant of the share option. The subscription price for ordinary shares under the Share Option Scheme shall be a price determined by the Directors but shall not be less than the highest of: (1) the closing price of ordinary shares as stated in the SEHK’s daily quotations sheet for trade in one or more board lots of ordinary shares on the date of the offer of grant which must be a business day; (2) the average closing price of ordinary shares as stated in the SEHK’s daily quotations sheet for trade in one or more board lots of ordinary shares for the five trading days immediately preceding the date of the offer of grant which must be a business day; and (3) the nominal value of the ordinary shares. A nominal consideration of HK$1 is payable on acceptance of the grant of a share option.


54		Hutchison Telecommunications International Limited 2009 Annual Report

Directors’ Report

Details of the movement of share options outstanding under the Share Option Scheme during the year are as follows:


									Price of share of the Company
Name or category of participants	Date of grant of share options *⁽¹⁾*	Number of share options held at 1 January 2009	Granted during 2009 *^{(6) (7)}*	Exercised during 2009	Lapsed/ cancelled during 2009	Number of share options held at 31 December 2009	Exercise period of share options *^{(5) (6) (7)}*	Exercise price of share options⁽²⁾ HK$	at the grant date of share options⁽³⁾ HK$	at the exercise date of share options⁽⁴⁾ HK$

Director

Christopher John Foll ⁽⁶⁾	12.12.2008	5,000,000	–	–	(5,000,000)	–	12.12.2009	2.20	2.22	N/A
							to 11.12.2018

	1.6.2009	–	5,000,000	–	–	5,000,000	12.12.2009	1.61	1.58	N/A
							to 31.5.2019

Sub-total		5,000,000	5,000,000	–	(5,000,000)	5,000,000


Other employees in aggregate	23.11.2007	8,766,666	–	–	(8,766,666)	–	23.11.2008	4.51	11.26	N/A
							to 22.11.2017

	15.12.2008	4,383,334	–	–	(4,383,334)	–	15.12.2008	4.51	2.09	N/A
							to 14.12.2018

	1.6.2009	–	8,400,000	(216,667)	(616,667)	7,566,666	1.6.2009	1.61	1.58	1.92
							to 31.5.2019


Sub-total		13,150,000	8,400,000	(216,667)	(13,766,667)	7,566,666


Total		18,150,000	13,400,000	(216,667)	(18,766,667)	12,566,666

Notes:

The share options will be vested according to a schedule, namely, as to as close to one-third of the shares of the Company which are subject to the share options as possible by each of the three anniversaries of the date of offer of the share options and provided that for the vesting to occur the grantee has to remain an Eligible Participant (as defined in the Share Option Scheme) on such vesting date.

The exercise price of the share options is subject to adjustment in accordance with the provisions of the Share Option Scheme (as amended).

The stated price was the SEHK closing price of the shares of the Company on the trading day immediately prior to the date of the grant of the share.

The stated price was the weighted average closing price of the shares of the Company immediately before the dates on which the share options were exercised. 5. 4,383,334 share options granted on 15 December 2008 are vested immediately on the grant date.

On 1 June 2009, 5,000,000 new share options were granted to Mr. Christopher John Foll subject to his acceptance of the grant and consent to cancellation of his then existing 5,000,000 share options (the “Director Replacement Options”). The new share options are exercisable subject to the vesting schedule of one-third of the shares on each of 12 December 2009, 12 December 2010 and 12 December 2011.

On 1 June 2009, a total of 8,400,000 new share options were granted to other employees subject to their acceptance of the grant and consent to cancellation of their then existing 8,400,000 share options (the “Employees Replacement Options”). The new share options are exercisable subject to the vesting schedule of one- third of the shares on each of 1 June 2009, 23 November 2009 and 23 November 2010.

The fair value of the Director Replacement Options was determined using Black-Scholes model. The weighted average fair value of the Director Replacement Options was increased from HK$0.77 to HK$0.93. The significant inputs into the model were standard deviation of expected share price returns of 38.24%, expected life of share options of 5.0 to 6.0 years and annual risk-free interest rate of 2.485%. The volatility measured at the standard deviation of the expected share price returns is based on the statistical analysis of daily share prices of the Company over the last one year up to 24 April 2009.

The fair value of the Employees Replacement Options was determined using Black-Scholes model. The weighted average fair value of the Employees Replacement Options was increased from HK$2.82 to HK$3.25. The significant inputs into the model were standard deviation of expected share price returns of 38.24%, expected life of share options of 4.0 to 5.0 years and annual risk-free interest rate of 2.022%. The volatility measured at the standard deviation of the expected share price returns is based on the statistical analysis of daily share prices of the Company over the last one year up to 24 April 2009.


Hutchison Telecommunications International Limited 2009 Annual Report				55

Directors’ Report

As at the date of this report, the Company had 12,566,666 share options outstanding under the Share Option Scheme, which represented approximately 0.26% of the shares of the Company in issue as at that date.

(II)

Employee stock option plans of Partner Communications

On 28 October 2009, Partner Communications ceased to be a subsidiary of the Company following the sale of the entire controlling equity interest in Partner Communications by Advent Investments Pte Ltd (an indirect wholly-owned subsidiary of the Company) to Scailex Corporation Ltd. Accordingly, the disclosure made for the option plans of Partner Communications as set out below is for the period from 1 January 2009 to 28 October 2009.

2004 Share Option Plan

The 2004 Share Option Plan (as amended by the board of directors of Partner Communications on 1 March 2006, 26 March 2008 and 23 February 2009, and by the shareholders of Partner Communications at the general meetings held on 25 June 2008 and 22 April 2009) (the “2004 Plan”) was initially approved by the board of directors of Partner Communications in July 2004 and further approved for adoption by shareholders of the Company at the annual general meeting held on 16 May 2006. The amendments on the 2004 Plan were also approved by the shareholders of the Company at the annual general meetings held on 6 May 2008 and 27 April 2009 and by the shareholders of HWL at the annual general meetings held on 22 May 2008 and 21 May 2009 respectively. The 2004 Plan will remain in force for 10 years from its adoption on 12 July 2004 (the “Adoption Date”).

The purpose of the 2004 Plan is to promote the interests of Partner Communications and its shareholders by providing employees, officers and advisors of Partner Communications with appropriate incentives and rewards to encourage them to enter into and continue in the employment of or service to Partner Communications and to acquire a proprietary interest in the long-term success of Partner Communications.

At each of the annual general meeting of the Company and HWL held on 27 April 2009 and 21 May 2009 respectively, the respective shareholders of the Company and HWL approved certain amendments to the 2004 Plan, which include among others, (i) to amend Section 8.1 of the 2004 Plan to allow (a) with respect to options granted on or after 23 February 2009, a dividend adjustment mechanism for the downward adjustment of the exercise price of such options following each dividend distribution made in the ordinary course and meeting the criteria set forth in the amended form of Section 8.1; and (b) with respect to all options granted under the 2004 Plan, following each dividend distribution not made in the ordinary course, the downward adjustment of the exercise price by an amount determined by the board of directors of Partner Communications; and (ii) to amend Section 8.6 of the 2004 Plan (a) to include, with respect to options granted on or after 23 February 2009, provisions authorising the board of directors of Partner Communications to allow option holders to exercise their vested options during a fixed period, only through a cashless exercise procedure, pursuant to which each vested option will entitle its holder to the right to purchase ordinary shares of Partner Communications (subject to any adjustments) in accordance with the specified cashless formula referred to in the amended form of Section 8.6; and (b) to fine-tune the said cashless formula.

A total number of 13,917,000 ordinary shares of Partner Communications (the “Partner Communications Shares”), representing approximately 8.77% of the total issued share capital of Partner Communications as at 28 October 2009, may be issued under the 2004 Plan. The maximum number of shares which may be issued and allotted to a participant upon exercise of share options under the 2004 Plan in any 12-month period shall not exceed 1,834,615 Partner Communications Shares, representing 1% of the total number of shares in issue as at the Adoption Date.

A share option shall become cumulatively vested as to one-fourth (25%) of the shares covered thereby on each of the first, second, third and fourth anniversaries of the date of the relevant grant, unless otherwise set by the compensation committee of Partner Communications (the “Partner Communications Compensation Committee”) being appointed by Partner Communications’ board of directors to administer the 2004 Plan, in the relevant grant instrument. The exercise period during which a share option may be exercised will be determined by the Partner Communications Compensation Committee and will not exceed 10 years from the date of grant of share options. No payment is required to be made by the grantee on application or acceptance of a share option.

The Partner Communications Compensation Committee has the authority to determine the exercise price per share (the “Option Exercise Price”). The Option Exercise Price will be determined taking into consideration the fair market value of a Partner Communications Share at the


56		Hutchison Telecommunications International Limited 2009 Annual Report

Directors’ Report

time of grant. Such fair market value on any date will be equal to the average of the closing sale price of the Partner Communications Shares during the preceding 30 trading days, as such closing sale price is published by the national securities exchange in Israel on which the Partner Communications Shares are traded, or if there is no sale of Partner Communications Shares on such date, the average of the bid and asked prices on such exchange at the closing of trading on such date, or if Partner Communications Shares are not listed on a securities exchange in Israel or the over the counter market, the fair market value on such date as determined in good faith by the Partner Communications Compensation Committee.

2000 Employee Stock Option Plan

The 2000 Employee Stock Option Plan (the “2000 Plan”) was adopted by Partner Communications in 2000. Share options granted under the 2000 Plan which were approved by Partner Communications prior to Partner Communications becoming a subsidiary of the Company in April 2005 remained valid until its expiration dates. On 26 March 2008, the board of directors of Partner Communications approved the termination of the 2000 Plan. Since then, no further share options would be granted under the 2000 Plan and all outstanding share options thereunder would remain valid and bear all its terms and conditions.

Details of the movement of share options outstanding under the employee stock option plans of Partner Communications during the period from 1 January 2009 to 28 October 2009 are as follows:


Name or category of participants		Number of	Granted	Exercised		Lapsed/ cancelled		Number of			Price of Partner Communications Share
Name or category of participants	Date of grant of share options⁽¹⁾	share options held at 1 January 2009⁽¹⁾	from 1 January 2009 to 28 October 2009	from 1 January 2009 to 28 October 2009		from 1 January 2009 to 28 October 2009		share options held at 28 October 2009⁽¹⁾	Exercise period of share options⁽²⁾	Exercise price of share options⁽⁵⁾ NIS	at the grant date of share options⁽³⁾ NIS	at the exercise date of share Options⁽⁴⁾ NIS

Chief Executive

2004 Plan
David Avner	20.4.2005	453,776	1,250,000	(153,776	)	–		1,550,000	20.4.2005	33.72	38.10	67.77
	to 24.3.2009								to 23.3.2019	to 59.97	to 57.45

Sub-total		453,776	1,250,000	(153,776	)	–		1,550,000

Other Employees in aggregate

2000 Plan	3.11.2000	144,800	–	(85,550	)	–		59,250	3.11.2000	17.25	17.25	70.13
	to 30.12.2003								to 30.12.2012	to 27.35	to 27.35

2004 Plan	29.11.2004	1,632,611	2,935,500	(473,636	)	(66,750	)	4,027,725	29.11.2004	26.74	33.13	68.22
	to 10.8.2009								to 9.8.2019	to 68.51	to 78.40

Sub-total		1,777,411	2,935,500	(559,186	)	(66,750	)	4,086,975
Total		2,231,187	4,185,500	(712,962	)	(66,750	)	5,636,975

Notes:

The number of share options disclosed is the aggregate figure of share options held at 28 October 2009 under the employee stock option plans. The share options were granted on various date(s) during the corresponding period(s).

Subject to the terms of individual stock option plans, vesting schedules are in general: 25% of the share options become vested on each of the first, second, third and fourth anniversary of the date of employment of the grantee or date of grant, unless otherwise specified by the Partner Communications Compensation Committee.

The stated price was the closing price of Partner Communications Shares as recorded by the Tel Aviv Stock Exchange immediately before the date of grant of share options.

The stated price was the weighted average closing price of Partner Communications Shares immediately before the dates on which the share options were exercised.

In accordance with the provisions of the 2004 Plan (as amended), the exercise price of the share options is subject to adjustment.


Hutchison Telecommunications International Limited 2009 Annual Report				57

Directors’ Report

The fair value of share options granted from 1 January 2009 to 28 October 2009 determined using the Black–Scholes valuation model was NIS8.94 at measurement date. The significant inputs into the model were standard deviation of expected share price returns of 27%, weighted average dividend yield of 4.4%, expected life of share options of four years and annual risk-free interest rate of 2.88%. The volatility measured at the standard deviation of expected share price returns is based on statistical analysis of daily share prices over four years immediately preceding the grant date. Changes in such subjective input assumptions could affect the fair value estimate.

As at 28 October 2009, Partner Communications had 5,636,975 share options outstanding under the 2004 Plan and the 2000 Plan, which represented in aggregate approximately 3.55% of Partner Communications Shares in issue as at that date.

Pre-emptive Rights

There are no provisions for pre-emptive rights under the Company’s Articles of Association or the laws of Cayman Islands which would oblige the Company to offer new shares on a pro rata basis to existing shareholders.

Purchase, Sale or Redemption of Shares

During the year, neither the Company nor any of its subsidiary companies had purchased or sold any of the Company’s listed securities. In addition, the Company did not redeem any of its listed securities during the year.

Major Customers and Suppliers

During the year, the respective percentage of purchases attributable to the Group’s five largest suppliers combined and the turnover attributable to the Group’s five largest customers combined was less than 30% of the total value of Group purchases and total Group turnover.

Public Float

As at the date of this report, based on the information publicly available to the Company and within the knowledge of the Directors, over 32.6% of the issued share capital of the Company was held by the public.

Auditor

The accounts have been audited by PricewaterhouseCoopers, who retire and, being eligible, offer themselves for reappointment.

By Order of the Board

Edith SHIH

Company Secretary

Hong Kong, 4 March 2010


58		Hutchison Telecommunications International Limited 2009 Annual Report

Corporate Governance Report

The Company is committed to achieving and maintaining the highest standards of corporate governance. The Board considers effective corporate governance essential to enhancing shareholders’ value and protecting stakeholders’ interests. Accordingly, the Board attributes a high priority to identifying and implementing appropriate corporate governance practices to ensure transparency, accountability and effective internal controls.

The Company is fully compliant with all code provisions of the Code on Corporate Governance Practices in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) throughout the year ended 31 December 2009. It has also adopted a number of recommended practices stated therein. The key corporate governance principles and practices of the Company are as follows:

Board of Directors

Composition and Operation of the Board

The Board is charged with the responsibility of the leadership and control of the Company. Directors are required to promote the success of the Company and make decisions objectively in the best interests of the Company. The Board’s role is clearly defined as directing and supervising the affairs of the Company, establishing its strategic direction and setting objectives and business development plans.

The roles of the Chairman and the Chief Executive Officer are clearly segregated. The Chairman (Non-executive) of the Company is Mr Fok Kin-ning, Canning. His role is to manage, and provide leadership to, the Board. The Chairman ensures that the Company establishes sound corporate governance practices and procedures and encourages Directors to make full and active contribution to the affairs of the Board and contribute to the Board’s functions. He is also responsible for setting the agenda for each Board meeting, taking into account, where appropriate, matters proposed by the Directors and Company Secretary. With the support of the Executive Directors and the Company Secretary, the Chairman seeks to ensure that all Directors are properly informed of issues arising at Board meetings and provided with adequate and accurate information in a timely manner.

The Chief Executive Officer of the Company, Mr Lui Dennis Pok Man, is directly responsible for the day-to-day management of the business of the Company and maintaining the operational performance of the Company. With the assistance of the Chief Financial Officer, Mr Christopher John Foll, he ensures that the funding requirements of the business are met and closely monitors the operating and financial results against plans and budgets, taking remedial action when necessary and advising the Board of any significant developments and issues. The Chief Executive Officer also reviews and presents for consideration and approval by the Board the annual business plans and budgets of the operations.

As at 31 December 2009, the Board comprised nine Directors: the Chairman, the Chief Executive Officer, the Chief Financial Officer, one Executive Director, two Non-executive Directors and three Independent Non-executive Directors. Biographical details of the Directors are set out in the Board and Management section on pages 12 to 15. Non-executive Directors are appointed for a term of 12 months, subject to renewal and re-election as and when required under the Listing Rules and the Articles of Association of the Company. Any Director who is appointed by the Board to fill a casual vacancy shall hold office until the next general meeting of the Company, or in the case of an additional appointment, until the next annual general meeting of the Company, and shall be eligible for re-election at the relevant general meeting. All Directors are subject to retirement from office by rotation and re-election by shareholders at the annual general meeting at least about once every three years.

For a Director to be considered independent, the Board must be satisfied that the Director does not have any direct or indirect material relationship with the Group. In determining the independence of Directors, the Board follows the requirements of the Listing Rules.

The Board holds at least four regular meetings a year with meeting dates scheduled at the beginning of the year and additional meetings are held as and when required. Between scheduled meetings, the senior management of the Company provides information on a regular basis to Directors with respect to the activities and development in the businesses of the Group. Furthermore, the Non-executive Directors (including the Independent Non-executive Directors) meet with the Chairman at least once a year without the presence of the Executive Directors.

With respect to regular meetings of the Board, Directors receive written notice of the meeting at least 14 days in advance and an agenda and supporting papers no less than three days prior to the meeting. With respect to other meetings, Directors are given as much notice as is reasonable and practicable in the circumstances.


Hutchison Telecommunications International Limited 2009 Annual Report				59

Corporate Governance Report

The Board held five meetings in 2009 with an average attendance rate of approximately 96%.


	Name of Director	Attended/Eligible to attend

Chairman and Non-executive Director	Fok Kin-ning, Canning	5/5
Chief Executive Officer and Executive Director	Lui Dennis Pok Man	5/5
Chief Financial Officer and Executive Director	Christopher John Foll	5/5
Executive Directors	Chan Ting Yu	5/5
	Wong King Fai, Peter ⁽¹⁾	1/1
Non-executive Directors	Chow Woo Mo Fong, Susan	3/5
	Frank John Sixt	5/5
Independent Non-executive Directors	Kwan Kai Cheong	5/5
	John W Stanton	5/5
	Kevin Westley	5/5

Note:

Mr Wong King Fai, Peter resigned as Director of the Company on 8 May 2009.

In addition, the Chairman held two meetings with Non-executive Directors (including Independent Non-executive Directors) in 2009.

Nomination

The Board selects and recommends candidates for directorship having regard to the balance of skills and experience appropriate for the Company’s business.

Upon appointment to the Board, Directors receive a package of orientation materials on the Group and are provided with a comprehensive induction to the Group’s businesses by senior executives. Continuing briefing and information are provided to Directors regularly to help ensure that Directors are apprised of the latest changes in the commercial, legal and regulatory environment in which the Group conducts its businesses.

Securities Transactions

The Board has adopted the Model Code for Securities Transactions by Directors of Listed Issuers of the Listing Rules (the “Model Code”) which is supplemented by the Securities Trading Policy as the Company’s code of conduct regarding Directors’ securities transactions. The Securities Trading Policy also applies to all personnel of the Company and its subsidiaries and all transactions in the Company’s securities.

In response to specific enquiries made to them, all Directors confirmed that they have complied with both the Model Code and the Securities Trading Policy in their securities transactions throughout 2009.

Board Committees

The Board is supported by two permanent committees: the Audit Committee and the Remuneration Committee, details of which are described later in this report. The terms of reference for these committees adopted by the Board are published on the Company’s website at www.htil.com. Other board committees are established by the Board as and when warranted to take charge of specific chores.

Management of the Company

The senior management of the Company, under the leadership of the Chief Executive Officer of the Company, is responsible for the implementation of the strategies, objectives and plans determined by the Board.


60		Hutchison Telecommunications International Limited 2009 Annual Report

Corporate Governance Report

Company Secretary

The Company Secretary, Ms Edith Shih, is responsible for compliance by the Company with all obligations applicable to the Company the ordinary shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited and the American Depositary Shares of which are quoted

on New York Stock Exchange, Inc. (the “NYSE”).

The Company Secretary is responsible for ensuring that the Board is fully apprised of all legislative, regulatory and corporate governance developments relating to the Group and that it takes these into consideration when making decisions for the Group. From time to time, she organises seminars on specific topics of significance and disseminates relevant reference materials to the Directors for their information.

The Company Secretary is also directly responsible for the Group’s compliance with all obligations of the Listing Rules and Codes on Takeovers and Mergers and Share Repurchases, including the preparation, publication and despatch of annual reports and interim reports within the time limits laid down in the Listing Rules, the timely dissemination to shareholders and the market of information relating to the Group.

The Company Secretary advises the Directors on their obligations for disclosure of interests in securities, connected transactions and price-sensitive information and ensures that the standards and disclosures required by the Listing Rules are observed and, where required, reflected in the annual report of the Company.

The Company Secretary ensures that Board procedures are followed and Board activities are efficiently and effectively conducted. These objectives are achieved through adherence to proper Board processes and the timely preparation and dissemination to Directors comprehensive meeting agendas and papers. Minutes of all Board meetings and Board Committee meetings are kept by the Company Secretary to record in sufficient details the matters considered by the Board or Committee and decisions reached, including any concerns raised or dissenting views voiced by any Director.

Accountability and Audit

Financial Reporting

The annual and interim results of the Company are published in a timely manner within three months and two months respectively of the year end and interim periods. In addition, the Company also publishes key performance indicators of the Group on a quarterly basis.

The responsibility of Directors in relation to the financial statements is set out below. It should be read in conjunction with, but distinguished from, the Independent Auditor’s Report on page 69 which acknowledges the reporting responsibility of the Group’s Auditor.

Annual Report and Accounts

The Directors acknowledge their responsibility for the preparation of the Annual Report and financial statements of the Company to ensure that these accounts give a true and fair presentation in accordance with Cayman Islands Companies Law, the applicable accounting standards and the disclosure requirements of the Hong Kong Companies Ordinance.

Accounting Policies

The Directors consider that in preparing the accounts, the Group has applied appropriate accounting policies that are consistently adopted and made judgments and estimates that are reasonable and prudent, in accordance with the applicable accounting standards.


Hutchison Telecommunications International Limited 2009 Annual Report				61

Corporate Governance Report

Accounting Records

The Directors are responsible for ensuring that the Group keeps accounting records which disclose the financial position of the Group upon which accounts of the Group could be prepared in accordance with the Group’s accounting policies.

Safeguarding Assets

The Directors are responsible for taking all reasonable and necessary steps to safeguard the assets of the Group and to prevent and detect fraud and other irregularities within the Group.

Going Concern

The Directors, having made appropriate enquiries, are of the view that the Group has adequate resources to continue in operational existence for the foreseeable future and that, for this reason, it is appropriate for the Group to adopt the going concern basis in preparing the financial statements.

Audit Committee

While the Board is responsible for procuring the preparation of the accounts of the Company, the Audit Committee is responsible for monitoring the integrity of the accounts of the Company. In addition to the review of financial information of the Company, the Audit Committee also, amongst other things, oversees the relationship between the Company and the Auditor and reviews the Company’s financial reporting system, internal control and risk management procedures.

The Audit Committee comprises three Independent Non-executive Directors, and is chaired by Mr Kevin Westley. All committee members possess relevant business and financial management experience and skills to understand financial statements and contribute to the financial governance, internal controls and risk management of the Company. The Audit Committee is authorised to obtain external legal or other independent professional advice where it considers necessary. The Audit Committee has reviewed its terms of reference taking into account the amendments made to the Listing Rules which took effect on 1 January 2009.

The Audit Committee held five meetings in 2009 with full attendance of its members.


Name of Member		Attended/Eligible to attend

Kevin Westley (Chairman)		5/5
Kwan Kai Cheong		5/5
John W Stanton		5/5

During the year, the Audit Committee met with the Chief Financial Officer and the Auditor from time to time to consider their reports in respect of a number of matters including the Company’s reporting, budgeting and forecasting procedures, audit strategy, quarterly key performance indicators and scope and progress of the US Sarbanes-Oxley Act of 2002 compliance project. The Audit Committee reviewed with senior management and the Auditor of the Company their respective audit findings on the Company’s financial statements and internal control as of and for the year ended 31 December 2009, the accounting principles and practices adopted by the Group as well as risk management and financial reporting matters. This review by the Committee included an appraisal of the integrity of financial statements and internal control over financial reporting of the Company and the annual report and accounts of the Company. In addition, the Audit Committee holds regular private meetings with the external auditor, Chief Financial Officer and internal auditor separately without the presence of management of the Company.

The Audit Committee regularly reviewed the work plan and results of the internal audit team’s assessment and monitoring of the Group’s internal control systems and it also received regular reports on the Group’s compliance with internal and external regulatory requirements.


62		Hutchison Telecommunications International Limited 2009 Annual Report

Corporate Governance Report

Auditor’s Remuneration

The amount of fees charged by the Auditor of the Company in respect of their audit services is disclosed in Note 8 to the accounts of the Company. The Audit Committee is responsible for approving the remuneration and terms of engagement of the Auditor and for making recommendation to the Board regarding any non-audit services to be provided to the Company by the Auditor.

For the year ended 31 December 2009, the fees paid to the Auditor of the Company were primarily for audit and audit related services as there were no material non-audit related service assignments undertaken by them.

Remuneration of Directors and Senior Management

Remuneration Committee

The Company has established a Remuneration Committee comprising three members with expertise in human resources and personnel emoluments. The Committee is chaired by the Chairman, Mr Fok Kin-ning, Canning with Messrs Kwan Kai Cheong and Kevin Westley, both Independent Non-executive Directors, as members.

The Remuneration Committee is charged with the responsibility of assisting the Board in achieving its objective of attracting, retaining and motivating employees of the highest calibre and experience needed to develop and implement the Group’s strategy taking into consideration its substantial international operations. It is also responsible for the development and administration of a fair and transparent procedure for setting policies on the remuneration of Directors and senior management of the Company and for determining their remuneration packages.

The Executive Directors, assisted by the Human Resources Department, are responsible for reviewing all relevant remuneration data and market conditions, in addition to considering the performance of individuals and the profitability of the Group, in order to propose to the Remuneration Committee for consideration and approval remuneration packages for Directors and senior management. Executive Directors, however, do not participate in the determination of their own remuneration.

In December 2009, the Remuneration Committee held a meeting, at which all members were present, to review background information on market data (including economic indicators, projection of Watson Wyatt’s 2010 Salary Increase), the Group’s business activities and headcount and staff costs. The Committee subsequently reviewed and approved the proposed 2010 directors’ fees, 2009 year end bonus and 2010 remuneration package of Executive Directors and senior management and made recommendation to the Board on the proposed 2010 directors’ fees for Non-executive Directors.


Hutchison Telecommunications International Limited 2009 Annual Report				63

Corporate Governance Report

The Directors’ fees for 2009 amounted to HK$3.66 million. The emoluments of the Directors of the Company, excluding amounts received from the Company’s listed subsidiary and paid to the Company, are as follows:

Basic Salaries,

Allowances

Provident

Inducement or

and Benefits

Fund

Share-based

Compensation

Total

Name of Director

Director’s Fees

HK$millions

in-kind

HK$millions

Bonuses

HK$millions

Contributions

HK$millions

Payments⁽⁶⁾

HK$millions

on Fees

HK$millions

Emoluments

HK$millions

FOK Kin-ning, Canning ⁽¹⁾⁽²⁾

0.37

–

0.37

LUI Dennis Pok Man

0.27

3.92

10.89

0.30

–

15.38

Christopher John FOLL

0.27

2.72

2.31

0.19

2.69

–

8.18

Frank John SIXT ⁽²⁾

0.27

–

0.27

CHOW WOO Mo Fong, Susan⁽²⁾

0.27

–

0.27

CHAN Ting Yu

0.27

2.98

3.25

0.21

–

6.71

WONG King Fai, Peter⁽⁴⁾

0.09

1.16

2.37

0.08

–

3.70

1.81

10.78

18.82

0.78

2.69

–

34.88

KWAN Kai Cheong⁽¹⁾^(3) (5)

0.65

–

0.65

John W STANTON⁽³⁾⁽⁵⁾

0.55

–

0.55

Kevin WESTLEY⁽¹⁾^(3) (5)

0.65

–

0.65

1.85

–

1.85

Notes:

Members of Remuneration Committee.

Non-executive Directors.

Independent Non-executive Directors.

Resigned on 8 May 2009.

Members of Audit Committee.

Share option benefits represent the fair value of share options granted under the Company’s share option scheme, which is calculated in accordance with the methodology disclosed in Note 36(a) to the accounts. This methodology does not take into account of the actual share price at the date of exercise and whether the share options have been exercised. The significant inputs to the valuation model are disclosed in Note 36(a) to the accounts and details of the share options granted are set out on pages 138 to 140 of this annual report.

Internal Control and Group Risk Management

The Board has overall responsibility for establishing and maintaining the Group’s internal control systems and has ensured that the Group has in place appropriate internal control and approval procedures. Together with the internal audit team, the Auditor and the Group’s senior management, the Audit Committee reviews and monitors such internal control and approval procedures with a view to ensuring their effectiveness. The Company also maintains a system of disclosure controls and procedures to ensure that information required to be disclosed by the Company is recorded, processed, summarised and reported within the time limits and accumulated and communicated to the Company’s management to allow timely decisions regarding disclosure.

The various controls and procedures in place are described below.


64		Hutchison Telecommunications International Limited 2009 Annual Report

Corporate Governance Report

Internal Control Environment

The Board has overall responsibility for monitoring the Group’s operations. Executive Directors are appointed to the boards of all material operating subsidiaries and associates. Executive management works closely with the senior management of the Group’s operations, monitoring their performance to ensure that strategic objectives and business performance targets are being met.

As part of the Group’s five year corporate planning cycle, senior management of each of the operations within the Group prepares a business plan and budget annually which is subject to review and approval by the Executive Directors. When setting budgets and forecasts, senior management identifies, evaluates and reports on the likelihood and potential financial impact of any significant business risks. Budgets are prepared on an annual basis and forecasts are prepared on a quarterly basis and reviewed for variances to the budget.

Financial management accounts are submitted to executive management by each operation on a monthly basis and a finance and operations review conducted with each of the operations. Such review includes business performance against budgets, forecasts, significant business risk sensitivities and strategies and any material accounting and finance related matters.

The Chief Financial Officer has established guidelines and procedures for the approval and control of expenditures. Both operating and capital expenditures are subject to overall budget control. Operating expenditure is further controlled by approval levels set by reference to the level of responsibility of the relevant executives and officers. Capital expenditures are also subject to specific approval prior to commitment for material expenditures within the approved budget, and also unbudgeted expenditures. Reports on actual versus budgeted and approved expenditures are reviewed on a quarterly basis.

The internal audit function provides independent assurance as to the existence and effectiveness of the risk management activities and controls in the Group’s business operations. Using risk assessment methodology and taking into account the dynamics of the Group’s activities, internal audit derives its yearly audit plan. The plan is reassessed during the year as needed to ensure that adequate resources are deployed and the plan’s objectives are met. Internal audit is responsible for assessing the Group’s internal control system, formulating an impartial opinion on the system, and reporting its findings to the Audit Committee, the Chief Executive Officer, the Chief Financial Officer and relevant senior management. The internal audit team also follows up on all findings to ensure that identified issues are satisfactorily resolved. In addition, a regular dialogue is maintained with the Auditor of the Group so that both are aware of the significant factors which may affect their respective scope of work.

Review of Internal Controls

The Directors, through the Audit Committee, confirm that they have conducted a review of the effectiveness of the system of internal control of the Company and its subsidiaries for the year ended 31 December 2009 and that they consider such system reasonably effective and adequate. The review covered all material controls, including financial, operational and compliance controls and the risk management functions.

The various procedures described above are designed to identify and manage risks that could potentially adversely affect the Group’s ability to meet its business objectives and to properly record and report financial information.

The Board, through the Audit Committee, has also conducted a review of the adequacy of resources, qualifications and experience of staff of the Company’s accounting and financial reporting function, and their training programmes and budget which are considered adequate.

Legal Compliance

The Group Legal Department of the Group’s holding company has the responsibility of safeguarding the legal interests of the Group. The team is responsible for monitoring the day-to-day legal affairs of the Group, including preparing, reviewing and approving all legal and corporate secretarial documentation of Group companies, working in conjunction with finance, corporate secretarial and business unit personnel on the review and co-ordination process, and advising management of commercial issues of concern. In addition, the Group Legal Department of the Group’s holding company is also responsible for overseeing regulatory (business and stock exchange) compliance matters of all Group companies. It also determines and approves the engagement of external legal advisors, ensuring the requisite professional standards are maintained as well as most cost effective services are rendered.


Hutchison Telecommunications International Limited 2009 Annual Report				65

Corporate Governance Report

Group Risk Management

The Chief Executive Officer and the Group Risk Management Department of the Group’s holding company have the responsibility of developing and implementing risk mitigation strategies including the deployment of insurance to transfer the financial impact of risks. The Group Risk Management Department of the Group’s holding company, working with business operations worldwide, is responsible for arranging appropriate insurance coverage and organising Group wide risk reporting. Directors and Officers Liability Insurance is also in place to protect Directors and officers of the Group against their potential legal liabilities.

Workplace Safety

The Group is committed to providing a healthy and safe workplace for all its employees and complying with all applicable health and safety laws and regulations. Health and safety considerations are an important element in the design, operation and maintenance of the Group’s office facilities and conduct of its business.

Code of Conduct

The Group places utmost importance on employees’ ethical, personal and professional standards. Every employee is provided with the Group’s Code of Conduct booklet, and all employees are expected to adhere to the highest standards set out in the Code of Conduct including avoiding conflict of interest, discrimination or harassment and bribery etc. The employees are required to report any non-compliance with the Code of Conduct to the management.

Compliance with US Sarbanes-Oxley Act

As the Company is listed on the NYSE and has securities registered under the US Securities Exchange Act of 1934 (the “Exchange Act”), it is subject to the provisions of the Sarbanes-Oxley Act.

Evaluation of Disclosure Controls and Procedures

Under the Sarbanes-Oxley Act, management of the Company, including the Chief Executive Officer and Chief Financial Officer, have to carry out an evaluation of the effectiveness of the design and operation of the Group’s disclosure controls and procedures as of 31 December 2009. “Disclosure controls and procedures” are defined under the Exchange Act as controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarised and reported within required time periods. These controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the management of a company, including its principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Upon completion of their evaluation, the Chief Executive Officer and Chief Financial Officer are required to conclude in the annual report on Form 20-F for the year ended 31 December 2009 (the “Form 20-F”) to be filed with the US Securities and Exchange Commission no later than 30 June 2010 whether, as of 31 December 2009, the Group’s disclosure controls and procedures were effective in providing reasonable assurance that the objectives of the disclosure controls and procedures are met.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.


66		Hutchison Telecommunications International Limited 2009 Annual Report

Corporate Governance Report

Report on Internal Control over Financial Reporting

Under the Exchange Act, management of the Company, with the participation of the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, and for performing an assessment of the effectiveness of internal control over financial reporting as of 31 December 2009. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”).

The Group’s system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Group; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Group are being made only in accordance with authorisations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Group’s assets that could have a material effect on the financial statements.

Due to its inherent limitations, internal control over financial reporting might not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls might become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures might deteriorate.

Management of the Company has to perform an assessment of the effectiveness of the Group’s internal control over financial reporting as of 31 December 2009 based upon criteria in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission. Based on its assessment using those criteria, upon the completion of the assessment of internal controls over the preparation of the Form 20-F, management is required to conclude whether, as of 31 December 2009, the Group’s internal control over financial reporting was effective. As of the date of this annual report, management is not aware of any instances of material weaknesses.

Changes in Internal Control over Financial Reporting

During the period covered by this annual report, no change has occurred in the Group’s internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, its internal controls over financial reporting.

Summary of Differences from the NYSE Corporate Governance Practices for US Domestic Issuers

As the Company is listed on the NYSE, it is required to provide a summary of the significant ways in which its corporate governance practices, as a non-US issuer, differ from those followed by US companies under the listing standards of the NYSE. This summary is set forth in the Corporate Governance section of the Company’s website at www.htil.com.

Shareholders’ Rights and Investor Relations

The Company is committed to fostering and maintaining good investor relations and communications through the participation of senior management in regular meetings with, and presentations to, institutional shareholders and analysts, investor conference calls and roadshows. Presentations and media briefings are also made when the financial results are announced.

The Board provides full, transparent and timely information to shareholders and investors regarding important events and developments of the business in its announcements and media releases and briefings and through the publication of quarterly key performance indicators, interim and annual reports providing detailed information on the financial performance of the Group. Shareholders and investors can also subscribe to receive information through email alerts and to post specific questions to our investor relations contacts via the Company’s website.


Hutchison Telecommunications International Limited 2009 Annual Report				67

Corporate Governance Report

Shareholders are encouraged to attend all general meetings of the Company. All shareholders have statutory rights to call for extraordinary general meetings and put forward agenda items for consideration by shareholders by sending to the Company Secretary at the principal place of business a written request for such general meetings together with the proposed agenda items. All resolutions at general meetings are decided on a poll which is conducted by the Company Secretary and scrutinised by the Company’s Hong Kong Share Registrar. The results of the poll are published on the websites of the Company and The Stock Exchange of Hong Kong Limited. Financial and other information on the Group is made available on the Company’s website, which is regularly updated.

The Company held two shareholders’ meetings: on 27 April 2009 and 15 September 2009 (adjourned to 16 September 2009 due to the hoisting of typhoon signal no. 8 on 15 September 2009) respectively at Harbour Grand Kowloon, Hung Hom, Kowloon, Hong Kong. The resolutions proposed at those meetings and the percentage of votes cast in favour of such resolutions are set out below:-

2009 Annual General Meeting (27 April 2009)

Consideration and approval of the audited financial statements and reports of Directors and the Auditor for the year ended 31 December 2008 (99.99%);

Re-election of Mr Fok Kin-ning, Canning, Mr Lui Dennis Pok Man, Mr Christopher John Foll and Mr Kwan Kai Cheong as Directors of the Company (87.60% to 99.93%), and authorisation of the Board of Directors to fix the Directors’ remuneration (99.98%);

Re-appointment of the Auditor and authorisation of the Board of Directors to fix the Auditor’s remuneration (99.98%);

Granting of general mandates to Directors to issue additional shares in the Company (85.47%) and to repurchase by the Company of its own shares (99.99%), and extension of the general mandate to issue additional shares (85.48%);

Amendments to the 2004 Share Option Plan of Partner Communications Company Ltd. (87.03%).

Extraordinary General Meeting (16 September 2009)

Approval, confirmation and ratification of the agreement dated 12 August 2009 entered into between Advent Investments Pte Ltd, the Company’s indirect wholly-owned subsidiary, and Scailex Corporation Ltd. and authorisation of the Directors to execute all such documents and/or to do all such acts on behalf of the Company in connection with implementation and completion of the agreement and the transactions contemplated therein (99.99%).

All resolutions put to shareholders at those meetings were passed. The results of the voting by poll were published on the websites of the Company and The Stock Exchange of Hong Kong Limited.

Other corporate information is set out in the “Information for Shareholders” section of this annual report. This includes, among others, the public float capitalisation as at 31 December 2009.

The Group values feedback from shareholders on its efforts to promote transparency and foster investor relationships. Comments and suggestions are welcome and can be addressed to the Investor Relations Manager by mail or by e-mail to the Company at htilir@htil.com.hk.

By Order of the Board

Edith SHIH

Company Secretary

Hong Kong, 4 March 2010


68		Hutchison Telecommunications International Limited 2009 Annual Report

Independent Auditor’s Report

To the Shareholders of Hutchison Telecommunications International Limited

(Incorporated in the Cayman Islands with limited liability)

We have audited the consolidated accounts of Hutchison Telecommunications International Limited (“the Company”) and its subsidiaries (together, the “Group”) set out on pages 70 to 147, which comprise the consolidated and the Company statements of financial position as of 31 December 2009, and the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of cash flows and the consolidated statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Directors’ Responsibility for the Accounts

The directors of the Company are responsible for the preparation and the true and fair presentation of these consolidated accounts in accordance with International Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and the true and fair presentation of accounts that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the accounts are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the accounts. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the accounts, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and true and fair presentation of the accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the accounts.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated accounts give a true and fair view of the financial position of the Company and of the Group as of 31 December 2009, and of the Group’s financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards and have been properly prepared in accordance with the disclosure requirements of the Hong Kong Companies Ordinance.

Other Matters

This report, including the opinion, has been prepared for and only for you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

PricewaterhouseCoopers

Certified Public Accountants

Hong Kong, 4 March 2010

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