Supplemental Agreement to Spectrum/Number Resources Use Agreement, Trademark License Contract, Inter-Provincial Long Distance Transmission Lines Fee Sharing Agreement and Inter-Provincial Interconnection and Domestic and Inter-Provincial Interconnection and Domestic and International Roaming Settlement Agreement - China Mobile Communications Corp. and China Mobile (Hong Kong) Ltd.


                             SUPPLEMENTAL AGREEMENT


                                       TO

                    SPECTRUM/NUMBER RESOURCES USE AGREEMENT

                           TRADEMARK LICENSE CONTRACT

             INTER-PROVINCIAL LONG DISTANCE TRANSMISSION LINES FEE
                               SHARING AGREEMENT

                                      AND

               INTER-PROVINCIAL INTERCONNECTION AND DOMESTIC AND
                  INTERNATIONAL ROAMING SETTLEMENT AGREEMENT



















                         DATED AS OF SEPTEMBER 19, 2000


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                             SUPPLEMENTAL AGREEMENT

         This Agreement is executed by the following Parties on September 19,
2000 in Beijing:

         CHINA MOBILE COMMUNICATIONS CORPORATION, a wholly state-owned
corporate entity duly established and existing under the laws of the People's
Republic of China, with its legal address at 53 A, Xibianmen Nei Da Jie, Xuanwu
District, Beijing, PRC ("Party A");

         CHINA MOBILE (HONG KONG) LIMITED, a limited liability company duly
established and existing under the laws of Hong Kong, with its legal address at
60th Floor, The Center, 99 Queen's Road Central, Hong Kong ("Party B"). Party
B's operating subsidiaries in mainland China include Guangdong Mobile
Communication Company Limited, Zhejiang Mobile Communication Company Limited,
Jiangsu Mobile Communication Company Limited, Fujian Mobile Communication
Company Limited, Henan Mobile Communication Company Limited and Hainan Mobile
Communication Company Limited;

         BEIJING MOBILE COMMUNICATION COMPANY LIMITED, a limited liability
company duly established and existing under the laws of PRC, with its legal
address at 58 Dong Zhong Jie, Dong Cheng District, Beijing;

         SHANGHAI MOBILE COMMUNICATION COMPANY LIMITED, a limited liability
company duly established and existing under the laws of PRC, with its legal
address at 668 Beijing Dong Lu, Shanghai;

         TIANJIN MOBILE COMMUNICATION COMPANY LIMITED, a limited liability
company duly established and existing under the laws of PRC, with its legal
address at 64 Zone M, Tianjin Port Bonded Area, Tianjin;

         SHANDONG MOBILE COMMUNICATION COMPANY LIMITED, a limited liability
company duly established and existing under the laws of PRC, with its legal
address at 84 Da Wei Er Lu, Shi Zhong District, Jinan, Shandong;

         HEBEI MOBILE COMMUNICATION COMPANY LIMITED, a limited liability
company duly established and existing under the laws of PRC, with its legal
address at 220 Qing Yuan Jie, Shijiazhuang, Hebei;

         LIAONING MOBILE COMMUNICATION COMPANY LIMITED, a limited liability
company duly established and existing under the laws of PRC, with its legal
address at 128 Shi Yi Wei Lu, Shehe District, Shenyang, Liaoning; and

         GUANGXI MOBILE COMMUNICATION COMPANY LIMITED, a limited liability
company duly established and existing under the laws of PRC, with its legal
address at 92 Min Zu Da Dao, Nanning, Guangxi Zhuang Autonomous Region;

         (Beijing Mobile Communication Company Limited, Shanghai Mobile
Communication Company Limited, Tianjin Mobile Communication Company Limited,
Hebei Mobile Communication Company Limited, Shandong Mobile Communication
Company Limited, Liaoning Mobile Communication Company Limited and Guangxi
Mobile





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Communication Company Limited each a "Target Company", collectively, "Target
Companies").


WHEREAS:

1.       With the approval of the State Council and the Ministry of Information
         Industry, Party A intends to sell to Party B, and Party B intends to
         acquire from Party A, all of Party A's equity interests in the Target
         Companies.

2.       Party B is a company listed on the Stock Exchange of Hong Kong Limited
         and the New York Stock Exchange, Inc., with about 25% of its issued
         and outstanding shares being held by overseas investors and Party A is
         its indirect controlling shareholder.

3.       Party A and Party B executed the "Spectrum/Number Resources Use
         Agreement" and the "Trademark License Contract" on October 8, 1999,
         and the "Inter-provincial Transmission Lines Fee Sharing Agreement"
         and the "Inter-provincial Interconnection and Domestic and
         International Roaming Settlement Agreement" on May 5, 2000,
         respectively, in which agreements the Parties agreed upon the matters
         in connection with the use of spectrum and number resources by Party
         B's six operating companies for their operation of mobile
         communications services, sharing of inter-provincial transmission
         lines fee, settlement of inter-provincial interconnection and domestic
         and international roaming services and trademark licensing.

4.       Party B and the Target Companies all wish, and Party A agrees, that
         from the date on which the Target Companies become Party B's direct or
         indirect wholly owned subsidiaries, the Target Companies shall also be
         performing the Spectrum/Number Resources Use Agreement, the Trademark
         License Agreement, the Inter-provincial Interconnection and Domestic
         and International Roaming Settlement Agreement and the
         Inter-provincial Transmission Lines Fee Sharing Agreement, and shall
         enjoy the rights and assume the obligations thereunder.

         Through friendly negotiations, the Parties reach the following
         agreements:

1.       Each Party hereby agrees that a Target Company, from the date on which
         it becomes Party B's direct or indirect wholly owned subsidiary
         ("Effective Date"), will enjoy the same rights and assume the same
         obligations under the Spectrum/Number Resources Use Agreement, the
         Inter-provincial Interconnection and Domestic and International
         Roaming Settlement Agreement and the Inter-provincial Transmission
         Lines Fee Sharing Agreement as each of Party B's mainland China mobile
         communications operating subsidiaries.

2.       Party B shall be responsible for causing each Target Company to
         perform all its obligations under each of the Spectrum/Number
         Resources Use Agreement, the Inter-provincial Interconnection and
         Domestic and International Roaming Settlement Agreement and the
         Inter-provincial Transmission Lines Fee Sharing Agreement in
         accordance with the terms and conditions thereof.

3.       Party A hereby agrees that each Target Company may use the
         trademark(s) licensed by Party A in accordance with the terms and
         conditions of the "Trademark License



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         Contract" executed by Party A and Party B on October 8, 1999 and this
         Agreement. The Parties agree that by virtue of this paragraph, each of
         the Target Companies shall have the right to use Party A's
         trademark(s) in accordance with the terms and conditions of the
         Trademark License Contract and this Agreement. Party A shall file the
         trademark license hereunder with the State Administration of Industry
         and Commerce and the State Trademark Bureau.

4.       This Agreement shall come into effect as of the Effective Date. The
         Target Companies shall begin to perform each of the Spectrum/Number
         Resources Use Agreement, the Trademark License Contract, the
         Inter-provincial Interconnection and Domestic and International
         Roaming Settlement Agreement and the Inter-provincial Transmission
         Lines Fee Sharing Agreement as of the Effective Date.

5.       The execution, validity, performance, interpretation of and resolution
         of dispute in connection with this Agreement, the Spectrum/Number
         Resources Use Agreement, the Trademark License Contract, the
         Inter-provincial Interconnection and Domestic and International
         Roaming Settlement Agreement and/or the Inter-provincial Transmission
         Lines Fee Sharing Agreement between Party A and Party B shall be
         governed by the laws of the People's Republic of China.

         Any dispute arising from or in connection with the validity,
         interpretation or performance of this Agreement, or of the
         Spectrum/Number Resources Use Agreement, the Trademark License
         Contract, the Inter-provincial Interconnection and Domestic and
         International Roaming Settlement Agreement and/or the Inter-provincial
         Transmission Lines Fee Sharing Agreement between Party A and Party B
         shall be settled by the Parties through friendly negotiation. In the
         event that negotiation produces no solution, a Party may submit the
         dispute to China International Economic and Trade Arbitration
         Commission for arbitration in accordance with its then effective
         arbitration rules in Beijing. The award of such arbitration shall be
         final and binding on each Party. The arbitration fee shall be borne by
         the losing Party/Parties.

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

6.       The conditions precedent to the effectiveness of this Agreement are as
         follows:

         (1)      Party B shall have been granted relevant waivers by the Stock
                  Exchange of Hong Kong Limited ("HKSE") on Party B's related
                  party transactions in accordance with the listing rules of
                  HKSE;

         (2)      The independent shareholders of Party B who are deemed to be
                  independent in accordance with the HKSE listing rules shall
                  have approved relevant transactions; and

(3) Party B shall have completed the acquisition of the Target Companies.

7.       This Agreement shall be executed by the legal or authorized
         representatives, and affixed with the official seal, of each Party.



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8.       The Agreement is signed in ten counterparts. Each Party will keep one
         copy, and the remaining one copy will be kept by China Mobile (Hong
         Kong) Limited for registration or filing purpose as necessary. Each of
         the signed original copies shall have the same force and effect.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives as of the date first above
written.

                                                   

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CHINA MOBILE COMMUNICATIONS CORPORATION               CHINA MOBILE (HONG KONG) LIMITED

By:  s/Xue Taohai
         Authorized Representative                    By:  s/Wang Xiaochu
                                                               Authorized Representative


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BEIJING MOBILE COMMUNICATION COMPANY LIMITED          SHANGHAI MOBILE COMMUNICATION COMPANY LIMITED

By:  s/Zhao Jinxiang                                  By:  s/Chen Suxian
         Authorized Representative                             Authorized Representative


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TIANJIN MOBILE COMMUNICATION COMPANY LIMITED          SHANDONG MOBILE COMMUNICATION COMPANY LIMITED

By:  s/Wang Xueli                                     By:  s/Li Huabin
         Authorized Representative                             Authorized Representative


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HEBEI MOBILE COMMUNICATION COMPANY LIMITED            LIAONING MOBILE COMMUNICATION COMPANY LIMITED

By:  s/Zhang Liande                                   By:  s/Zhang Xuehong
         Authorized Representative                             Authorized Representative


---------------------------------------------
GUANGXI MOBILE COMMUNICATION COMPANY LIMITED

By:  s/Gan Yuecai
         Authorized Representative

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