Agreement on Mobile Communications Equipment Maintenance - Shanghai Mobile Communication Co. Ltd. and Shanghai Long-Distance Telecommunications Engineering Co.


                       AGREEMENT ON MOBILE COMMUNICATIONS
                             EQUIPMENT MAINTENANCE



         This Agreement is executed by and between the following two parties on
September 20, 2000 in Shanghai:


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

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


WHEREAS:

1.       Party A needs Party B to provide maintenance services for Party A's
         communications equipment .

2.       Party B agrees to provide Party A with maintenance services for Party
         A's communications equipment.

         THEREFORE, Party A and Party B have reached the following agreement in
the principle of equality through friendly consultations.


                ARTICLE ONE     MAINTENANCE SERVICES; SUBJECT MATTER

1.1.     "Maintenance Services" refer to maintenance services to be provided by
         Party B for mobile communications equipment in respect of which Party
         A enjoys the property rights.

1.2.     The subject matter of the Maintenance Services is the mobile
         communications equipment in respect of which Party A enjoys the
         property rights.


            ARTICLE TWO    TYPE, QUANTITY, AND VALUE OF SUBJECT MATTER

2.1.     The types and quantities of Party A's mobile communications equipment
         covered by the Maintenance Services shall be determined as confirmed
         by the Parties.

2.2.     The value of Party A's communications equipment covered by the
         Maintenance Services shall be the original purchase price of such
         equipment.



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                         ARTICLE THREE     MAINTENANCE FEE

3.1.     Party B shall charge Party A the Maintenance Fee as agreed upon by the
         Parties in this Agreement.

3.2.     The standards of the Maintenance Fee

         In respect of antennas, masts, optical cables of base stations, switch
         boxes and air conditioners: original purchase price of the
         communications equipment under maintenance * 2% per year(in RMB).


3.3.     The Maintenance Fee shall be charged in accordance with the applicable
         national or municipal regulations for services relating to the
         telecommunications industry. In the event of any future adjustment to
         such regulations, the Parties shall observe the standards as adjusted.
         Prices of materials shall be agreed upon by the Parties on the basis
         of the market price. Party A and Party B hereby confirm that the
         standards of the Maintenance Fee determined under Article 3.2 are in
         compliance with the applicable national and municipal regulations.

3.4.     Party A shall prepay Party B, on or before January 15 each year, the
         Maintenance Fee payable for the first half of the current year, and
         prepay on or before July 15 Maintenance Fee payable for the second
         half of the current year. The amounts of such prepaid Maintenance Fee
         shall be determined as agreed upon in Articles 3.2 and 3.3. The
         Parties shall verify the amounts of such pre-paid Maintenance Fee by
         January 5 and July 5, respectively, of each year, and shall deliver a
         statement of such pre-paid Maintenance Fee by January 10 and July 10,
         respectively, to the other Party. In the event of any discrepancy in
         the amounts of such pre-paid Maintenance Fee following such
         verification by the Parties, the Parties shall continue the
         verification until their results of such verification conform to each
         other. If, as the result of the circumstance referred to in the
         preceding sentence, the prepayment of the Maintenance Fee is delayed,
         the time limit for such prepayment shall be postponed correspondingly.

3.5.     Party B shall provide low-value consumables, tools and vehicles
         required for the Maintenance Services and shall bear the relevant
         transportation and personnel expenses; Party A shall provide Party B
         with supplies and spare parts required by Party B and bear the
         software upgrading costs, if any.

3.6.     The Parties shall verify the settlement of the Maintenance Fee on a
         semi-annual basis, i.e., the Parties shall verify the settlement of
         the Maintenance Fee for the second half year by June 30 and for the
         first half year by December 25, respectively. On the basis of such
         verification, overcharged Maintenance Fee will be refunded and
         deficiencies in payment will be made up, as the case may be.

3.7.     The Maintenance Services to be provide by Party B shall start from
         July 1, 2000.



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                          ARTICLE FOUR     QUALITY CONTROL

4.1.     Before Party B starts any Maintenance Services, the Parties shall
         conduct joint testing and inspection of the communications equipment,
         so as to determine its conditions and quality status. Such conditions
         and quality status as determined by the Parties will be kept on file.

4.2.     Party A shall provide Party B with the relevant materials, spare parts
         and fittings of the relevant communications equipment.

4.3.     Party B shall maintain, in accordance with the relevant maintenance
         procedures, the communications equipment covered by the Maintenance
         Services, and ensure that the Maintenance Services are provided in
         compliance with the relevant standards and regulations. Party B shall
         also maintain the normal operation of the communications equipment,
         satisfy Party A's reasonable requirements, and provide Party A with
         the relevant reports and data on a timely basis.

4.4.     Quality Standards of the Maintenance Services:

         Ratio of antenna normal working status per year > 96%; time limits for
         arriving at worksites to resolve problems in urgent circumstances: no 
         more than 4 hours in urban areas, no more than 6 hours in suburban 
         areas (except islands);

         Inter-base station optical cable outage per year: no more than 1 time;
         time limits for arriving at worksites to resolve problems: no more 
         than 1 hour in urban areas, no more than 2 hours in suburban areas 
         (except islands); time limits for repairing measured by fiber core of 
         the optical cables;

         Ratio of base station air-conditioning normal status per year > 98%;
         time limits for arriving at worksites to resolve problems: no more 
         than 2 hours in urban areas, no more than 4 hours in suburban areas
         (except islands).

         For every 1 per cent lower than the standard for normal status, 5% of
         the Maintenance Fee for the applicable period of time will be
         deducted; for every instance repairs are not conducted in a timely
         manner, 5% of the Maintenance Fee for the applicable period of time
         will be deducted.

4.5.     Party B shall hold harmless from and indemnify Party A against any
         damages to Party A's communications equipment due to improper
         maintenance and mismanagement on the part of Party B or a third party
         affiliated with Party B, as the case may be.

4.6.     Party A has the right to conduct, on a regular or irregular basis,
         quality inspections on the Maintenance Services provided by Party B.

4.7.     Party A shall render assistance to Party B in respect of the
         Maintenance Services provided by Party B.



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                ARTICLE FIVE     ADJUSTMENT TO MAINTENANCE SERVICES

5.1.     If Party B needs to entrust a third party to maintain Party A's
         communications equipment covered by the Maintenance Services, Party B
         shall notify Party A in writing in advance and obtain Party A's
         consent thereto. Notwithstanding the forgoing, Party B shall continue
         to be responsible to Party A for such services provided by such third
         party. Party B shall bear any and all increase in costs incurred in
         connection with the involvement of such third party.

5.2.     Upon prior written notice to Party B, Party A may entrust a third
         party to provide maintenance and modulation services.

5.3      If Party A needs to relocate its communications equipment under Party
         B's maintenance, Party A shall notify Party B in writing in advance
         and allow Party B a reasonable period of time to make preparations for
         such relocation.



                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-breading Party for all
         economic losses sustained by the non-breaching Party as the result of
         such breach.


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                          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 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



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



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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.




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

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



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