Agreement on Contracting Mobile Communications Projects - Shanghai Long-Distance Telecommunications Engineering Co. and Shanghai Mobile Communication Co. Ltd.


            AGREEMENT ON CONTRACTING MOBILE COMMUNICATIONS PROJECTS


         This Agreement is executed by Party A and Party B on September 20, 2000
in Shanghai:

PARTY A: SHANGHAI LONG-DISTANCE TELECOMMUNICATIONS ENGINEERING COMPANY
Legal representative: Zhang Zhilian
Legal Address: 420 Guang Zhong Lu, Shanghai

PARTY B: SHANGHAI MOBILE COMMUNICATION COMPANY LIMITED
Legal representative: Chen Suxian
Legal Address: 668 Beijing Dong Lu, Shanghai


WHEREAS:

1.       In order to develop its mobile communications business and engage in
         normal production and operating activities, Party B needs Party A to
         provide services of construction, preliminary testing, installation,
         modulation, engineering and repairing for Party B's mobile
         communications projects.

2.       The Parties hereto agree that Party A shall, in accordance with the
         terms and conditions of this Agreement, contract services of
         construction, preliminary testing, installation, modulation,
         engineering and repairing for Party B's mobile communications
         projects.

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


                         ARTICLE ONE     SCOPE OF SERVICES

1.       Within the effective term of this Agreement, Party A agrees to
         contract for Party B, in accordance with the terms and conditions of
         this Agreement, various mobile communications projects and the
         following services, and to exert its utmost efforts to ensure that the
         services provided by it are of a high quality:

         1.1      Construction, preliminary testing, installation, modulation
                  and engineering of various mobile communications projects as
                  required by Party B;

         1.2      Maintenance and overhaul of Party B's mobile communications
                  equipment and facilities.


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2.       Party B agrees to receive the services provided by Party A in
         accordance with the terms and conditions of this Agreement.


                   ARTICLE TWO     ITEM AND QUANTITY OF SERVICES

2.1      The specific items and quantities of the services to be provided
         hereunder shall be determined separately by the Parties hereto, and
         such services shall be provided in accordance with the terms set forth
         herein (including standards for service fees). (The specifics and
         quantities of each item of service will be agreed upon by the Parties
         hereto and set out in an appendix to this Agreement.)


                           ARTICLE THREE     SERVICE FEES

3.1      Party B shall pay service fees to Party A for the services of
         construction, preliminary testing, installation, modulation,
         engineering and repairing for Party B's mobile communications projects
         provided by Party A under Article 2 above.

3.2      Standards of service fees: Within five days from the date on which the
         Parties reach an agreement on each specific service item and execute
         an appendix/appendices related to such agreement, Party B shall
         disburse to Party A 30% of the total costs of the project as
         advancements for materials purchase and engineering costs. During the
         process of the project, Party B will review the project status report
         prepared by Party A, and, on the basis of such review, disburse to
         Party A 50% of the total costs of the project as project progress
         advancements. The balance of the total costs of the project shall be
         paid upon the inspection and acceptance of the project upon its
         completion. The schedule of payments shall be confirmed by China
         Mobile Communications Corporation.

3.3      The service fees shall be charged in accordance with the national or
         municipal regulations concerning service fee charging standards
         applicable to the telecommunications industry. In the event of any
         future adjustment to such regulations, the Parties shall observe the
         standards as adjusted. Party A and Party B hereby confirm that the
         standards of service fees determined under Article 3.2 and Article 3.3
         are in compliance with the applicable national and municipal
         regulations.

3.4      Party A shall submit, within five days of inspection and acceptance of
         a project upon its completion, the completion settlement statement of
         project to Party B for auditing. The final amounts due shall be based
         on the results of such audit.

3.5      The increase or decrease of the project costs as the result of any
         change(s) in design shall be settled on the basis of the actual costs
         incurred after such change(s). Any and all changes in design and
         increase in project costs are subject to Party B's prior written
         consent thereto.


                          ARTICLE FOUR     QUALITY CONTROL

4.1      The Parties shall conduct joint research and discussions on the
         project to be constructed prior to the provision of any project
         services. Prior to the commencement of the project, Party A shall
         organize its relevant personnel to study and familiarize



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         themselves with the drawings in connection with the project, and to
         take part in the designing process, and formulate a plan satisfactory
         to Party B. Party A shall also make all necessary preparations and
         keep records of such preparations.

4.2      Party B shall provide Party A with relevant information on the
         construction, modulation, installation, engineering and repairing of
         its mobile communications projects as well as necessary assistance.

4.3      Party A shall complete, in accordance with relevant engineering
         procedures, the construction, preliminary testing, modulation,
         engineering and repairing of Party B's mobile communications projects
         within the period agreed upon by the Parties, ensure that the quality
         of the projects is in compliance with relevant standards and
         regulations. Party A shall also maintain the normal operation of the
         communications equipment, satisfy Party B's reasonable requirements
         and provide Party B with the progress status of relevant projects on a
         timely basis.

4.4      In the event that the construction, engineering and installation
         services provided by Party A fail to meet the applicable regulations
         and standards, or Party B's any communications equipment fails to
         operate normally after Party A's modulation or overhaul, Party B will
         deduct the service fees payable to Party A.

4.5      Party B has the right to conduct, on a regular or irregular basis,
         inspections during the process of the construction, engineering,
         installation, testing and repairing services provided by Party A.


      ARTICLE FIVE     INSPECTION AND ACCEPTANCE UPON COMPLETION; MAINTENANCE

5.1      Five days prior to the completion of a construction and installation
         project, Party A shall notify Party B in writing the date of
         inspection and acceptance. If Party B can not make the inspection as
         scheduled, it shall notify Party A in advance and consult with Party A
         for another date of inspection and acceptance. If the project passes
         Party B's inspection and acceptance, Party B shall acknowledge the
         date of completion of such project as notified by Party A.

5.2      A construction and installation project accepted by Party B following
         inspection shall be transferred from Party A in its entirety to Party
         B within 3 days from the date of such inspection and acceptance. If a
         project already accepted by Party B incurs any losses as the result of
         Party B's failure to take delivery of such project on schedule, Party
         B shall bear any and all such losses.

5.3      If any part of a project is deemed to be unqualified and needs redoing
         or repairing during the inspection of such project upon its
         completion, the Parties shall, at the time of such inspection,
         negotiate with each other and agree upon remedial measures and time
         limit for such remedial measures. Party A shall implement such
         remedial measures within the specified time limit. The delivery of
         such project after redoing or repairing shall not take place until the
         project has passed inspection and acceptance procedures upon
         completion. Expenses and losses incurred therefrom shall be borne by
         Party A.


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5.4      Party A shall provide a quality warranty in respect of the project for
         one year from the date on which such project is inspected and accepted
         upon completion. During such warranty period, Party A shall be
         responsible for all repairs, at its sole expense, in connection with
         any accident caused by substandard quality of the project and shall
         indemnify Party B for all losses sustained by Party B as the result of
         such accident; provided, however, that Party A shall not be held
         liable for any losses caused by any inherent quality defect in Party
         B's equipment.


                ARTICLE SIX     ASSIGNMENT OF RIGHTS AND OBLIGATIONS

6.1      Neither Party may assign any or all of its rights and obligations
         hereunder without the other Party's written consent thereto.


                         ARTICLE SEVEN     CONFIDENTIALITY

7.1      The Parties shall keep strictly confidential the other Party's
         business data and information. Neither Party may, without the other
         Party's written consent, provide or disclose to any other
         organizations or persons any data or information with regard to the
         operations of such other Party, unless such disclosure is required by
         the applicable laws.


                ARTICLE EIGHT     LIABILITIES FOR BREACH OF CONTRACT

8.1      Any failure of either Party to perform any of the terms hereunder
         shall be deemed as breach of contract. The breaching Party shall
         correct the breach within twenty days from the date of receipt from
         the non-breaching Party a written notice specifying such breach. If
         the breaching Party fails to correct such breach within such
         twenty-day period, the non-breaching Party may select to terminate the
         Agreement upon written notice to the other Party, in which case the
         breaching Party shall compensate the non-breaching Party for all
         economic losses sustained by the non-breaching Party as the result of
         such breach.

8.2      Party A shall repair or redo, free of charge, any project that fails
         to meet any contractual requirements. In the event of any delay in
         delivery as the result of such repair or redo, Party A shall pay an
         overdue penalty for such delay.

8.3      If Party A fails to complete a project on the date specified in the
         contract, it shall pay Party B a penalty of 0.05% of the total costs
         of the project contracted to it per day.


                           ARTICLE NINE     FORCE MAJEURE

9.1      Any event or circumstance beyond the reasonable control of a Party and
         unavoidable by the affected Party by exercise of due care shall be
         deemed as an "event of Force



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         Majeure" and shall include, but not limited to, earthquake, fire,
         explosion, storm, flood, lightning or war.

9.2      Neither Party shall bear any liability for breach of contract if it
         fails to perform 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 such event, notify the other Party of the details of
         such event of Force Majeure along with the relevant proof.

9.3      A Party/the Parties shall resume the performance of its/their
         obligations hereunder after the effects of such event of Force Majeure
         have been eliminated.


                ARTICLE TEN     GOVERNING LAW AND DISPUTE RESOLUTION

10.1     Any dispute arising from or in connection with the validity,
         interpretation or performance of this Agreement shall be resolved by
         the Parties through consultations. If no resolution can be reached
         through consultations, either Party may submit such dispute to the
         Shanghai Arbitration Commission for arbitration in accordance with its
         then effective arbitration rules. Once Shanghai Mobile Communication
         Company Limited is transformed into a wholly foreign-owned enterprise,
         the dispute resolution institution shall be automatically changed to
         China International Economic and Trade Arbitration Commission and any
         dispute shall be resolved in accordance with its then effective
         arbitration rules in Shanghai. The award of such arbitration shall be
         final and binding upon the Parties.

10.2     Except for matters under arbitration, the remaining part of the
         Agreement shall be in effect during the time of arbitration.


                             ARTICLE ELEVEN     NOTICES

11.1     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.

11.2     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.



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               ARTICLE TWELVE     EFFECTIVENESS AND TERM OF AGREEMENT

12.1     The Agreement, upon signing and affixing with their official seals by
         the Parties, shall become effective on the execution date of this
         Agreement and expire on December 31, 2000. Unless a Party notifies the
         other Party in writing of its intention to terminate this Agreement
         three months prior to the expiration date hereof, this Agreement shall
         automatically be extended for one year upon the expiration of its term.
         The times of such extension shall be unlimited.

12.2     Party A hereby acknowledges hereby that Party B may be transformed
         into a wholly foreign-owned enterprise during the term of the
         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 the 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.

12.3     In the event that the following conditions are not met, Shanghai
         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 THIRTEEN     MISCELLANEOUS

13.1     During the performance of this Agreement, any provision that may
         become invalid or unenforceable will not affect the validity of any
         other provisions hereof.

13.2     Any matter not covered herein may be supplemented, explained, and
         interpreted in a supplementary agreement or appendix to be entered
         into by the Parties. All supplementary agreements and appendices
         hereto shall constitute an integral part of, and have the same force
         and effect as, this Agreement.

13.3     This Agreement is written in Chinese and signed in four counterparts.
         Each Party will keep two copies, and all copies shall be signed by the
         legal representative or authorized representative of each Party or
         affixed with its official seal.



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PARTY A: SHANGHAI LONG-DISTANCE          PARTY B: SHANGHAI MOBILE COMMUNICATION
         TELECOMMUNICATION ENGINEERING            COMPANY LIMITED
         COMPANY

By:     s/Zhang Zhilian                  By:      s/Chen Suxian
   ----------------------------------       -----------------------------------
   Legal or authorized representative       Legal or authorized representative



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