Supplemental Agreement Relating to "Shenzhouxing" Roaming Agreement and Sharing of Profit From Sales of Value Adding Cards in Other Provinces - China Mobile Communications Corp. and China Mobile (Hong Kong) Ltd.


                     CHINA MOBILE COMMUNICATIONS CORPORATION
                                       AND

                        CHINA MOBILE (HONG KONG) LIMITED







                             SUPPLEMENTAL AGREEMENT
                            DATED AS OF MAY 11, 2001








                  RELATING TO "SHENZHOUXING" ROAMING SETTLEMENT
             AND SHARING OF PROFIT FROM SALES OF VALUE ADDING CARDS
                               IN OTHER PROVINCES


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                  SUPPLEMENTAL AGREEMENT, signed in Beijing on May 11, 2001
between China Mobile Communications Corporation ("Party A") and China Mobile
(Hong Kong) Limited ("Party B").


                  WHEREAS, Party A is a subsisting State-owned company validly
established under the laws of the People's Republic of China with its legal
address at No. 53A, Xibianmenneidajie, Xuanwuqu, Beijing, China; and

                  WHEREAS, Party B is a subsisting limited liability company
established under the laws of Hong Kong with its legal address at 60/F, The
Center, No. 99, Queen's Road Central, Central, Hong Kong. Party B's subsidiaries
in Mainland China include Guangdong Mobile Telecommunications Company Limited,
Zhejiang Mobile Telecommunications Company Limited, Jiangsu Mobile
Telecommunications Company Limited, Hainan Mobile Telecommunications Company
Limited, Fujian Mobile Telecommunications Company Limited, Henan Mobile
Telecommunications Company Limited, Beijing Mobile Telecommunications Company
Limited, Tianjin Mobile Telecommunications Company Limited, Shanghai Mobile
Telecommunications Company Limited, Liaoning Mobile Telecommunications Company
Limited, Shandong Mobile Telecommunications Company Limited, Hebei Mobile
Telecommunications Company Limited and Guangxi Mobile Telecommunications Company
Limited;



While:

         1.       Party A is now performing a nationwide centralized management
                  of China Mobile Communication's "Shenzhouxing" prepaid card
                  services, including the sales of prepaid card and value adding
                  card, as well as interconnection, roaming and related
                  settlements;

         2.       Party B is a company listed at Stock Exchange of Hong Kong and
                  New York Stock Exchange, with foreign investors holding about
                  25% of its shares, and Party A as the indirect controlling
                  shareholder;

         3.       Party A and Party B signed on October 4, 2000 the Agreement
                  for "Shenzhouxing" Roaming Settlement and Sharing of Profit
                  from the Sales of Value Adding Cards in Other Provinces
                  ("Profit Sharing Agreement");

         4.       Both Party A and Party B agree that as "Shenzhouxing" business
                  develops, there is a need to adjust the ratio for the sharing
                  of profit from the sales of value adding cards in other
                  provinces.


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After friendly consultation, Party A and Party B reached the following
agreements:

         1.       "Shenzhouxing" users, i.e., holders of prepaid cards, may buy
                  value adding cards issued by provinces other than the
                  registered place for the prepaid cards ("Other Provinces"),
                  and undergo value adding. When "Shenzhouxing" users make use
                  of value adding cards issued by Other Provinces, the
                  provincial mobile operator where the "Shenzhouxing"
                  subscribers belong (i.e. the place of registration of the
                  prepaid cards) shall settle with the value adding card issuing
                  provincial mobile operator. While 95% of the amount of value
                  added shall go to the provincial mobile operator where the
                  "Shenzhouxing" subscribers belong, the remaining 5% shall be
                  kept by the value adding card issuing provincial mobile
                  operator. This ratio for the sharing of profit from the sales
                  of value adding cards in other provinces will replace the
                  profit sharing ratio in the Profit Sharing Agreement on the
                  execution date of this Supplemental Agreement.

         2.       This Supplemental Agreement is a supplemental agreement to the
                  Profit Sharing Agreement. Unless this Supplemental Agreement
                  states otherwise, other provisions of the Profit Sharing
                  Agreement shall be interpreted and executed in accordance with
                  the provisions and terms of the original agreement.

         3.       This Supplemental Agreement shall be construed in accordance
                  with and governed by the laws of the People's Republic of
                  China.

         4.       This Supplemental Agreement shall be effective on the date of
                  official signing by the authorized representatives of both
                  parties.

         5.       This Supplemental Agreement shall be executed on April 21,
                  2001, upon the fulfillment of the following conditions:

                  1) Party B obtained related connected transactions waiver from
                  the Stock Exchange of Hong Kong Limited (the "Stock Exchange")
                  in respect to transactions in this Supplemental Agreement; and

                  2) Independent shareholders of Party B, as determined not
                  connected in accordance with the listing rules of the stock
                  exchange, approved the transactions in this Supplemental
                  Agreement.

         6.       This Supplemental Agreement may be executed in four
                  counterparts (with two to each of Party A and Party B), each
                  of which when so executed shall be deemed to be an original,
                  but all of which together shall constitute but one and the
                  same instrument.


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         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Agreement to be duly executed as of the day and year first above written.


                                   CHINA MOBILE COMMUNICATIONS CORPORATION

                                                                     Seal


                                   By:  
                                        ---------------------------------
                                        /s/ illegible



                                   CHINA MOBILE (HONG KONG) LIMITED

                                                                     Seal
                                   By:  

                                        ---------------------------------
                                        /s/ Wang Xiaochu



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