Academy of Agricultural Sciences (Tianjin, China) Building Leasing Agreement - Tianjin Communication Service Co. and Tianjin Mobile Communication Co. Ltd.


                           BUILDING LEASING AGREEMENT

         This Agreement is executed by Party A and Party B on August 1, 2000 in
Tianjin:

PARTY A: TIANJIN COMMUNICATION SERVICE COMPANY
Legal Address: 64 Zone M, Tianjin Port Bonded Area
Authorized Representative: Li Ming

PARTY B: TIANJIN MOBILE COMMUNICATION COMPANY LIMITED
Legal Address: 64 Zone M, Tianjin Port Bonded Area
Authorized Representative: Dong Weiping

WHEREAS:
1.       In order to develop its communications business and engage in
         normal production and operating activities, Party B needs to lease from
         Party A certain buildings and auxiliary facilities.
2.       Both Parties agree that Party A shall provide Party B with building
         leasing services in accordance with the terms and conditions of this
         Agreement.

         THEREFORE, Party A and Party B have reached the following Agreement in
the principle of mutual preference and benefits through friendly consultations:

                         ARTICLE ONE     LEASED PROPERTY

1.1      Buildings and other properties to be leased by Party A to Party B
         hereunder include all or part of the following:

         1.1.1    Buildings in respect of which Party A has title certificates;

         1.1.2    Buildings in respect of which Party A does not have title
                  certificates but has obtained permanent use right under 
                  relevant documents and agreements;

         1.1.3    Buildings under Party's actual control and use notwithstanding
                  disputes over their ownership or title due to historical or
                  other reasons; and

         1.1.4    Temporary fixtures for which Party A has obtained legal use
                  right.

1.2      Party A agrees to deliver to Party B the above buildings together with
         their existing auxiliary facilities, such as air conditioning, water,
         electricity, heating, power and other utilities, allow Party B to use
         the access roads from and to the Leased Property and such public areas
         as the adjacent greenbelts, staircases, elevators and passageways. The
         use fees for such public areas shall be included in the rent. Party B




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         shall pay other relevant fees in accordance with this Agreement and the
         relevant standards formulated by the competent government departments.

                   ARTICLE TWO     SCOPE AND PURPOSE OF LEASE

2.1      Party A agrees to lease the buildings and their auxiliary facilities
         (the "Leased Property") hereunder to Party B in accordance with the
         terms and conditions of this Agreement. Party B agrees to lease from
         Party A the Leased Property in accordance with the terms and conditions
         of this Agreement.

2.2      Party B shall use the Leased Property for placing communications
         equipment, office use, conducting business operations or carrying out
         other legal activities and shall not alter the use of the Leased
         Property or sublease them without Party A's consent thereto.

                  ARTICLE THREE     DELIVERY OF LEASED PROPERTY

         Party A shall clean up and deliver the Leased Property to Party B upon
execution of this Agreement. The Leased Property, upon delivery, shall be in
good conditions satisfactory to the requirements of Party B.

   ARTICLE FOUR     PAYMENT OF RENT, PROPERTY MANAGEMENT FEE AND RELEVANT FEES

4.1      Party B agrees to pay the rent for the Leased Property and the
         auxiliary facilities to Party A in accordance with the provisions of
         this Agreement. The Rent of the Leased Property shall be calculated on
         the basis of its area and will be determined by the market price, which
         are as follows:

         1.       The base station at the Academy of Agricultural Sciences (with
                  an area of 64 square meters): RMB 1.5 per square meter per
                  day;

         2.       The base station at Dian Tai Dao (with an area of 48 square
                  meters): RMB 1.5 per square meter per day;

         3.       The base station at Hua Hui Building (with an area of 90
                  square meters): RMB 1.5 per square meter per day;

         4.       The warehouse at Zhang Gui Zhuang (with an area of 655 square
                  meters): RMB 1 per square meter per day.

         The total annual rent will be RMB 349,670.

         Such rent includes land occupancy fees for the land and the building
roofs on which Party B's masts are located, allocations of proceeds from
investment with land development fees, proceeds from the land allocated to the
Leased Property, depreciations, daily maintenance fees, facilities use fees,
public area use/maintenance fees, sanitary fees, environmental protection fees,
greenbelt maintenance fees, security fees and other taxes and fees payable by
Party A.




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         Electricity fees shall be charged on the basis of the actual
electricity meter readings. The unit price shall be: base price * coefficient =
0.4 * 1.2 = RMB 0.48 per Kwh. Such fees shall be settled on a semi-annual basis.
In the event of any electricity price adjustment made by the State, the Parties
shall make adjustment accordingly.

4.2      Party B shall pay, within 60 days upon the execution of this Agreement
         the rent and the property management fee for the period from July 1,
         2000 to December 31, 2000 for the Leased Property and the auxiliary
         facilities. Party A and Party B agree that the rent shall be paid on a
         semi-annual basis beginning from 2001. The Parties shall complete the
         verification of specific items and amounts of the rent by January 15
         and June 15 each year. The rent of the Leased Property payable for the
         first half and second half of the year shall be paid by Party B to
         Party A on or before January 25 and June 25, respectively. Party A
         shall provide Party B with valid invoices in respect of such payment
         upon the settlement.

4.3      Party A shall pay the taxes and expenses in respect of the lease of its
         own properties.

        ARTICLE FIVE     USE, INCREASE AND DECREASE OF LEASED PROPERTY

5.1      Party B shall have the right to occupy and enjoy the use of the Leased
         Property and the auxiliary facilities without interference in
         accordance with the provisions of Article 2 during the term of this
         Agreement.

5.2      According to its business needs, Party B may request Party A, upon
         three month prior notice, to increase or decrease the amount of the
         Leased Property and Party A shall give its consent if conditions
         permit. The Parties shall then re-determine the rent and other related
         fees on the basis of the amount and quality of the increased or
         decreased Leased Property.

                   ARTICLE SIX     FITTING-OUT AND RENOVATION;
                         ADVERTISING ON LEASED PROPERTY

6.1      Party B has the right, upon Party A's written consent and at its own
         expense, to conduct any fitting-out, installation, change or
         improvement inside or outside the Leased Property; provided that, Party
         B shall ensure that:

         (1)      Such fitting-out, installation, change and improvement will
                  not in any essential way change the nature of the Leased
                  Property;

         (2)      Any construction project relating to such fitting-out,
                  installation, change and improvement will be conducted in an
                  appropriate way so that all the people and properties are
                  protected and the businesses of Party A in the nearby area
                  will not be unreasonably disturbed;

         (3)      In the event that such fitting-out or renovation work
                  endangers or causes any potential danger to the safety of the
                  original structure, Party B shall reinstate




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                  the Leased Property and make compensation for the
                  corresponding losses, if any.

6.2      Party B may, to the extent that it will not infringe upon Party A
         interests, promote its enterprise image and businesses by hanging or
         posting promotional materials or in other legal ways on the side walls
         of the Leased Property; provided that such promotion activities shall
         not exceed the limits of the Leased Property. The Parties shall specify
         the scope of such promotion activities and locations allowed for such
         promotion materials when entering into lease of the Leased Property.
         Upon termination of this Agreement, Party B shall reinstate the Leased
         Property at its own expense and return the Leased Property to Party A;
         or, Party B shall return the Leased Property as fitted out and
         renovated, in which case Party A shall make appropriate compensations
         to Party B.

               ARTICLE SEVEN     MAINTENANCE, REPAIR, REPLACEMENT
                       AND IMPROVEMENT OF LEASED PROPERTY

7.1      Party A shall conduct routine maintenance, repairs, replacement and
         improvement of the Leased Property and the auxiliary facilities at its
         own expense; provided that, expenses incurred from maintenance and
         repairs resulted from inappropriate use by Party B shall be borne by
         Party B.
7.2      Party A shall immediately repair any damage to the Leased Property not
         caused by Party B, exert its utmost efforts to ensure the normal use
         by Party B of the Leased Property and bear the expenses in connection
         therewith. In the event that such an instance occurs and, in Party B's
         judgment, the damage is so serious as to affect the normal use of the
         Leased Property by Party B, Party B may select to issue a written
         notice to Party A, requesting to suspend or terminate the lease of the
         damaged part of the Leased Property, in which case Party B need not
         pay the rent for the damaged part of the Leased Property beginning
         from the occurrence of such damage.
7.3      Party B shall repair or compensate for damages caused by it to the
         Leased Property and the relevant constructions or other facilities of
         Party A and bear the expenses. In the event of such an instance, Party
         A, judging from the seriousness of the damage, may have the option to
         issue a written notice to Party B, requesting to suspend or terminate
         the lease of the damaged part of the Leased Property, to which Party B
         shall give its consent, in which case Party B shall pay the rent due
         and payable prior to such termination for the damaged part of the
         Leased Property and other relevant charges.

          ARTICLE EIGHT     TERM, CANCELLATION AND RENEWAL OF AGREEMENT

8.1      This Agreement, upon execution by the authorized representatives of the
         Parties and affixing with their contract seals, shall come into effect
         on July 1, 2000 for a term of 5 years.

8.2      Unless otherwise stipulated in this Agreement or with Party B's prior
         written consent, Party A shall not terminate this Agreement prior to
         the expiration of the lease term hereunder. According to its actual
         needs, Party B may terminate or partially cancel




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         this Agreement prior to the expiration of the term of this Agreement
         upon three month prior written notice to Party A. Within 14 days after
         the early termination or partial cancellation of this Agreement, Party
         A shall refund Party B, out of the rent and property management fee
         already paid by Party B, the rent of Leased Property in respect of
         which the lease has been terminated or cancelled before its expiration
         for the period between the date of such earlier termination or
         cancellation of the lease and the scheduled date of its termination
         hereunder.

8.3      In respect of properties owned by Party A, this Agreement shall be
         automatically extended for one year upon the expiration of its term
         (the times of such extension shall be unlimited), unless Party A
         indicates in writing of its intention not to extend this Agreement
         three months prior to the expiration date hereof.

           ARTICLE NINE     REPRESENTATIONS AND WARRANTIES OF PARTIES

9.1      Each of the Parties represents and warrants to each other as follows:

         (1)      It is a limited liability company or an enterprise legal
                  person duly established and in valid existence under the laws
                  of the People's Republic of China;

         (2)      It has the right and authority to enter into this Agreement
                  and fulfill its obligations;

         (3)      Its representative who will sign this Agreement has been fully
                  authorized to do so by a valid letter of authorization or by
                  the relevant resolution of its Board of Directors; and

         (4)      Upon the execution of this Agreement and its annex attached
                  hereto, this Agreement shall be binding upon it and can be
                  enforced under applicable laws.

9.2      Party A hereby represents and warrants to Party B as follows:
         (1)      Party A has the right and authority to legally own the Leased
                  Property stipulated under this Agreement, and possesses all
                  the relevant and complete approvals and certificates
                  evidencing its legal ownership of the Leased Property
                  stipulated under this Agreement, or has the right to sublease
                  to Party B properties it leases from a third party. Party A
                  has the right to enter into this Agreement and to lease or
                  sublease to Party B the Leased Property stipulated in Article
                  One (including the site and auxiliary facilities) in
                  accordance with the terms and conditions herein; in the event
                  that Party A's property rights and use rights to the property
                  herein are contested in any circumstances and for whatever
                  reasons, and Party B is unable to exercise its rights as a
                  lessee or sustain other damages, Party A agrees to hold
                  harmless from and indemnify Party B against any losses
                  resulted therefrom;
         (2)      Upon delivery to Party B for use, the Leased Property shall be
                  in good conditions for normal use;




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         (3)      As long as Party B has paid the rent for the Leased Property
                  and observed and fulfilled all the representations,
                  commitments and conditions under this Agreement, Party B shall
                  be able to freely occupy and enjoy the use of the Leased
                  Property within the term of this Agreement without
                  interference.

9.3      In the event that any representations or warranties made by Party A in
         Articles 9.1 and 9.2 above are untrue or incomplete, Party B shall have
         the right to terminate this Agreement at any time, in which case Party
         B shall have the right to claim compensation from Party A for all the
         actual losses Party B has sustained.

9.4      Party B hereby represents and warrants to Party A as follows:

         9.4.1    Party B will pay the relevant rent to Party A on a timely
                  basis in accordance with this Agreement. In the event that
                  Party B delays the rent payment for more than one day, Party B
                  shall, in addition to payment of the rent overdue, pay upon
                  Party A's demand a penalty of 0.05% of the total overdue and
                  unpaid payment for each day overdue. Such overdue penalty  
                  shall not exceed 10% of the total amount of such overdue and
                  unpaid payment. If Party B fails to make payment hereunder for
                  two months, Party A shall have the right to terminate this
                  Agreement;

         9.4.2    Without Party A's written consent, Party B shall not sublease
                  or transfer to a third party any part of the Leased Property
                  or any of its rights and obligations hereunder, or change the
                  use and purpose of the Leased Property and any utilities.
                  Should Party B violate any of the aforesaid provisions, Party
                  A shall have the right to request Party B to stop such conduct
                  and pay a penalty equal to two times the proceeds from such
                  sublease or transfer received by Party B, if any.

                         ARTICLE TEN     INDEMNIFICATION

10.1     Unless otherwise stipulated in this Agreement, Party B shall, upon the
         demand of Party A, indemnify Party A against and hold Party A harmless
         from losses, expenses, damages, claims, actions, debts or liabilities
         arising from the following causes:

         10.1.1   injuries of any person or damages of property of citizens or
                  institutions other than Party A or both Parties to this
                  Agreement due to failure of performance or observation by
                  Party B of this Agreement, unless such losses, expenses,
                  damages, claims, actions, debts or liabilities were caused by
                  Party A's gross negligence or willful misconduct or by an
                  event of Force Majeure.

10.2     Unless otherwise stipulated in this Agreement, in the event of personal
         injuries or property damages within the premises of the Leased Property
         due to failure of Party A to fulfill its rights and obligations as
         stipulated in this Agreement, Party B may claim for compensation from
         Party A and Party A shall indemnify Party B against and hold Party B
         harmless from any losses, expenses, damages, claims, actions, debts or
         liabilities unless such events were caused by gross negligence or
         willful misconduct on the part of Party B or by an event of Force
         Majeure.




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10.3     Due to historical reasons, certain Leased Property leased by Party B
         have not been granted with title certificates and leasing permits. The
         Parties agree that Party A shall obtain the aforesaid certificates and
         permits and Party B shall render necessary assistance. Party A shall
         bear all the relevant fees and expenses in the course of obtaining the
         aforesaid certificates and permits. Before Party A has obtained such
         certificates and permits, neither Party shall cancel this Agreement on
         the ground that Party A has not acquired the aforesaid documents, or
         the Party raising the issue of canceling this Agreement shall bear, in
         addition to its own losses, all the losses sustained by the other
         Party.
10.4     Party A hereby acknowledges and agrees that any dispute with a third
         party arising from the lack of clarity of the property rights of the
         Leased Property shall have no bearing on Party B, and that Party A
         shall resolve any contest raised by any third party over Party B's use
         of the Leased Property, and such contest shall not affect Party B's
         use of the Leased Property hereunder. Party A shall compensate Party B
         for any losses sustained by Party B as the result of the aforesaid
         reason.
                       ARTICLE ELEVEN     CONFIDENTIALITY

11.1     Both Parties to this Agreement herein shall keep strictly confidential
         the operational data and information of the other Party. Neither Party
         shall, without the other Party's written consent, provide or disclose
         to any company, enterprise, organization or individual any data or
         information with regard to the operations of the other Party.

             ARTICLE TWELVE     LIABILITIES FOR BREACH OF AGREEMENT

12.1     Any failure of either Party to perform any of the terms hereunder shall
         be deemed as breach of contract. Upon confirmation of occurrence of a
         breach, the breaching Party shall, within ten days of receiving a
         written notice from the non-breaching Party explaining the
         circumstances of the breach, correct the breach and make written
         notification to the non-breaching Party to the same effect; in the
         event that within ten days the breaching Party has not correct the
         breach or rendered any explanation in writing, the other Party shall
         have the right to terminate this Agreement prior to its expiration
         without notifying the breaching Party, in which case the breaching
         Party shall be responsible to compensate all the economic losses thus
         sustained by the other Party. In the event that one Party believes that
         the breach is nonexistent, both Parties shall consult with each other
         and try to resolve the issues thus caused. Should no resolution be
         reached through consultation, the issue shall be resolved in accordance
         with the dispute resolution clause herein.

                       ARTICLE THIRTEEN     FORCE MAJEURE

13.1     Any event or circumstance beyond the reasonable control of the Parties
         and could not be avoided by exercise of due care on the part of the
         affected Party shall be deemed as an "event of Force Majeure" and shall
         include, but not limited to, earthquake, fire, explosion, storm, flood,
         lightening, or war.




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13.2     Neither Party shall bear any liability for breach of contract to the
         other Party for its failure to carry out all or any of its obligations
         hereunder as a result of an event of Force Majeure. However, the Party
         or Parties affected by an event of Force Majeure shall, within fifteen
         days of the occurrence of the such event, notify the other Party of
         such event of Force Majeure along with relevant documentary evidence
         issued by the relevant government authorities. The Party or Parties
         shall resume the performance of its/their obligations hereunder within
         a reasonable period of time after the effects of the event of Force
         Majeure have been eliminated.

            ARTICLE FOURTEEN     GOVERNING LAW AND DISPUTE RESOLUTION
14.1     The execution, validity, implementation, interpretation and resolution
         of dispute of this Agreement shall be governed by the laws of the
         People's Republic of China.
14.2     Any dispute arising from or in connection with the validity,
         interpretation or execution of this Agreement shall be settled by the
         Parties through friendly consultations. In the event that no resolution
         can be reached through consultations, either Party may submit the
         dispute to Tianjin Arbitration Commission for arbitration in accordance
         with its then effective arbitration rules. Once Tianjin Mobile
         Communication Company Limited is transformed into a wholly
         foreign-owned enterprise, the dispute resolution institution will
         automatically change into China International Economic and Trade
         Arbitration Commission and any disputes shall be resolved in accordance
         with its then effective rules in Beijing. The award of such arbitration
         shall be final and binding upon both Parties.

14.3     Except for matters under arbitration, the remaining part of this
         Agreement is still in effect during the time of arbitration.
                    ARTICLE FIFTEEN     ASSUMPTION, TRANSFER
                          AND TERMINATION OF AGREEMENT
15.1     Neither Party may assign or transfer all or any part of its rights and
         obligations under this Agreement to any third party without the other
         Party's prior written consent thereto.

15.2     In the event that Party A transfers its own buildings, Party A shall
         ensure that this Agreement will be equally binding upon the transferee.

15.3     Party A hereby acknowledges that Party B may be transformed into a
         wholly foreign-owned enterprise during the term of this Agreement
         without consent or acknowledgement by Party A either prior to or after
         the event, and that Party B's entire rights and obligations under this
         Agreement shall not be affected or changed on the ground that the
         nature of the company has changed into a wholly foreign-owned
         enterprise. Party A will acknowledge the legal status of such wholly
         foreign-owned enterprise in performing this Agreement.

15.4     In the event that the following conditions are not met, Tianjin Mobile
         Communication Company Limited shall be entitled to terminate this
         Agreement at any time. After the termination of this Agreement, the
         Parties shall cease to enjoy any rights or assume




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         any obligations under this Agreement or in connection with its
         termination, except the rights and obligations that have incurred under
         this Agreement prior to such termination.

         (1)      China Mobile (Hong Kong) Limited ("CMHK") shall have been
                  granted relevant waivers by the Stock Exchange of Hong Kong
                  Limited ("HKSE") for CMHK's connected transactions in
                  accordance with the listing rules of HKSE; and

         (2)      The independent shareholders of CMHK who are deemed to be
                  independent in accordance with the listing rules shall have
                  approved relevant transactions.

                           ARTICLE SIXTEEN     NOTICES

16.1     Any notice or other document to be given under this Agreement shall be
         delivered in writing and may be delivered in person, sent by registered
         mail or transmitted by facsimile to the Parties at their legal
         addresses stated in this Agreement or any other addresses a Party may
         have notified the other Party in accordance with this Article.

16.2     Any notice or document shall be deemed to have been received at the
         time as follows:

         if delivered in person, at the time of delivery;

         if delivered by registered mail, five (5) business days after being
         posted (excluding Saturdays, Sundays and public holidays); and

         if transmitted by facsimile, upon receipt, or if the time of
         transmission is during non-business hours, it shall be deemed to have
         been given at the beginning of the normal business hours of the
         succeeding day (excluding Saturdays, Sundays and public holidays),
         subject to proof by the sender or confirmation from the facsimile
         machine used for such transmission that a satisfactory transmission has
         been completed.

                       ARTICLE SEVENTEEN     MISCELLANEOUS

17.1     This Agreement constitutes the entire agreement between the Parties
         with respect to the subject matter of this Agreement and supercedes any
         and all discussions, negotiations and agreements between them regarding
         the same subject matter prior to the execution of this Agreement.

17.2     In the performance of this Agreement, if any provision herein becomes
         ineffective or unenforceable as the result of implementation or
         amendment of law, such provision shall be ineffective to the extent
         that such law applies, without invalidating the remaining provisions of
         this Agreement. The Parties hereto have the rights to amend the
         provisions affected by the future implementation or amendment of law,
         which amendment shall constitute an integral part of this Agreement on
         the condition that such amendment will have no material effect on
         either Party's economic benefits hereunder.




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17.3     Neither Party shall have the right to amend or modify this Agreement
         without both Parties' written confirmation thereof; the Parties,
         however, shall be able to enter into supplementary agreements to govern
         matters not considered herein.

17.4     This Agreement is signed in four counterparts. Each Party will keep two
         copies. The annex and/or supplementary agreements hereto are an
         integral part hereof and shall have the same force and effect as this
         Agreement.

PARTY A: TIANJIN COMMUNICATION               PARTY B: TIANJIN MOBILE
         SERVICE COMPANY                              COMMUNICATION COMPANY
                                                      LIMITED

By:        s/Li Ming                         By:      s/Dong Weiping
   ---------------------------                  --------------------------------
   Authorized representative                    Authorized representative



















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