Comprehensive Business Building Office (Beijing, China) Building Leasing and Property Management Agreement - Beijing Mobile Communication Co. Ltd. and Beijing Communication Service Co.


               BUILDING LEASING AND PROPERTY MANAGEMENT AGREEMENT

         This Agreement is executed by Party A and Party B on September 18, 2000
in Beijing:

PARTY A: BEIJING MOBILE COMMUNICATION COMPANY LIMITED
Legal representative: Dong Huiyi
Address: 58 Dong Zhong Jie, Dong Cheng District, Beijing

PARTY B: BEIJING COMMUNICATION SERVICE COMPANY
Legal representative: Luo Yuzhi
Address: 2 Xia Guang Li, Chaoyang District, Beijing

WHEREAS:

1.       In order to engage in normal production and operating activities within
         its business scope, Party B needs to lease from Party A certain
         buildings and auxiliary facilities owned by Party A.

2.       Both Parties agree that Party A shall provide Party B with building
         leasing and property management 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 equality, mutual benefit and fairness through friendly
consultations:

                         ARTICLE ONE     LEASED PROPERTY

1.1      Buildings and other properties to be leased by Party A to Party B
         hereunder are buildings in respect of which Party A has title
         certificates.

1.2      Party A agrees to deliver to Party B the above buildings together with
         their existing auxiliary facilities, such as water, electricity,
         heating, power and other utilities, and to concurrently provide
         property management services for the buildings leased to Party B
         hereunder; provided that, Party B shall pay the relevant fees and
         charges in accordance with the terms of this Agreement and applicable
         standards stipulated by relevant government authorities.

                   ARTICLE TWO     SCOPE AND PURPOSE OF LEASE

2.1      Party A agrees to lease the buildings and their auxiliary facilities
         (the "Leased Property") listed in the Schedule attached hereto to Party
         B in accordance with the




                                       2
   2

         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 and accept property management services provided by
         Party A hereunder.

2.2      Party B shall use the Leased Property for office use or carrying out
         other legal activities within its business scope 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      The rent of the properties leased by Party A, the property management
         fee and other related fees are to be determined by the market price.

         4.1.1    Party B agrees to pay Party A rent for Party A's property and
                  the auxiliary facilities, charges for use of relevant
                  facilities and equipment, as well as property management fee
                  as agreed upon by the Parties in this Agreement. The rent for
                  the Leased Property shall be based on the market price, which
                  is RMB 50 per square meter per month, subject to annual
                  adjustment of the rent in the marketplace. Water and
                  electricity fees shall be charged on the basis of actual
                  consumption and in accordance with the applicable national
                  standards. The property management fee shall be charged on the
                  basis of the market price, which is RMB 10 per square meter
                  per year in 2000.

         4.1.2    Party B shall pay, within 15 days upon the execution of this
                  Agreement the rent and the property management fee for the
                  period from October 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
                  March 15 and September 15 each year. The rent of the Leased
                  Property and the property management fee payable for the first
                  half and second half of the year shall be paid by Party B to
                  Party A on or before March 25 and September 25, respectively.
                  Party A shall provide Party B with valid invoices in respect
                  of such payment upon the settlement.

         4.1.3    Party B shall pay the rent in accordance with the provisions
                  of this Agreement prior to the expiry of the payment period as
                  agreed upon by the Parties. If Party B fails to fulfill its
                  obligation of payment stipulated in this Agreement, Party B
                  shall be charged a penalty of 0.03% of the overdue and
                  unpaid amount per day until Party B has fulfilled such
                  obligations; in the event that Party B fails to make the
                  payment as stipulated in this Agreement for two months, Party
                  A shall have the right to terminate the lease to Party B of
                  the




                                       2
   3

                  relevant part of the Leased Property, but other parts of this
                  Agreement shall remain valid.

         4.1.4 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 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 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.




                                       3
   4

             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 repair any damage to the Leased Property not caused by
         Party B on a timely basis, 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 official seals, shall come into effect
         on September 18, 2000 and expire on September 18, 2001. Unless
         otherwise agreed upon by the Parties in this Agreement, neither Party
         shall terminate the Agreement prior to the expiration of the lease
         term.

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 this Agreement prior
         to the expiration of the term of this Agreement upon three month prior
         written notice to Party A. Within seven 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 Party A's own properties, 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 to terminate this




                                       4
   5

         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 damagers, 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;

         (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.




                                       5
   6

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 0.03% of the total overdue
                  and unpaid payment for each day overdue until Party B has
                  completely fulfilled its obligations;

         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     UNDERTAKINGS AND 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.

10.3     Party A hereby acknowledges and agrees that any dispute 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




                                       6
   7

         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, except for circumstances stipulated by
         the laws of the PRC or of the listing place of China Mobile (Hong Kong)
         Limited, or by either Party, for the purpose of its reorganization, to
         a third party (including without limitation to, relevant government
         departments and all the intermediary institutions involved in the
         reorganization) orally or in writing.

             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
         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.

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, 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




                                       7
   8

         consultations. In the event that no resolution can be reached through
         consultations, either Party may submit the dispute to Beijing
         Arbitration Commission for arbitration in accordance with its then
         effective arbitration rules. Once Beijing 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 under the rules thereof 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 AND TRANSFER 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 B hereby acknowledges that Party A may be transformed into a
         wholly foreign-owned enterprise during the term of this Agreement
         without consent or acknowledgement by Party B either prior to or after
         the event, and that Party A'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 B 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, Beijing 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 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




                                       8
   9

         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.

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.

17.5     The "Schedule of Properties Leased by Beijing Communication Service
         Company from Beijing Communication Company Limited " is attached hereto
         as an appendix.





                                       9
   10

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

By:           s/Dong Huiyi                By:            s/Luo Yuzhi
   ----------------------------------        ----------------------------------
   Legal or authorized representative        Legal or authorized representative









                                       10
   11

                        SCHEDULE OF PROPERTIES LEASED BY
                      BEIJING COMMUNICATION SERVICE COMPANY
                FROM BEIJING MOBILE COMMUNICATION COMPANY LIMITED

------------------------------------------------------------------------------------------ NUMBER ADDRESS OF PROPERTY USE AREA (IN SQUARE METERS) ------------------------------------------------------------------------------------------ 1 4F, Comprehensive Business Building Office 750 ------------------------------------------------------------------------------------------ 2 5F, Comprehensive Business Building Office 750 ------------------------------------------------------------------------------------------ 3 6F, Comprehensive Business Building Office 700 ------------------------------------------------------------------------------------------ Total 2200 ------------------------------------------------------------------------------------------
1