Agreement on the Confirmation of the Transfer of Personnel, Finances and Assets and the Related Rights and Obligations - Shandong Mobile Communication Co. Ltd. and Shandong Communication Service Co.


 AGREEMENT ON THE CONFIRMATION OF THE TRANSFER OF PERSONNEL, FINANCES AND ASSETS
                     AND THE RELATED RIGHTS AND OBLIGATIONS

         This Agreement on the Confirmation of the Transfer of Personnel,
Finances and Assets and the Related Rights and Obligations (the "Agreement") is
executed by the following two parties on August 30, 2000 in Shandong:

(1)      SHANDONG MOBILE COMMUNICATION COMPANY LIMITED, a limited liability
         company duly established and existing under the laws of People's
         Republic of China ("PRC"), with its legal address at 84, Da Wei Er Lu,
         Shi Zhong District, Jinan, PRC ("Shandong Mobile") ; and

(2)      SHANDONG COMMUNICATION SERVICE COMPANY, a state-owned enterprise duly
         established and existing under the laws of PRC, with its legal address
         at 77, Jing San Lu, Jinan, PRC ("the Service Company").

WHEREAS:

(1)      Shandong Mobile and the Service Company entered into the Capital
         Contribution Agreement ( "Agreement One" ) with China Mobile Group on
         August 30, 2000.

(2)      Shandong Mobile and the Service Company entered into the Agreement
         Regarding the Transfer of Personnel, Finances and Assets Not Directly
         Related to Mobile Communications Services ( "Agreement Two" ) with
         China Mobile Group on August 30, 2000.

         In order to confirm the ownership of the interests, assets,
liabilities, personnel and businesses under Agreement One and Agreement Two, the
Parties have reached the following agreement:

1.       Each Party hereby confirms to the other Party that all the Related
         Interests and Assets, Related Liabilities, Related Personnel and
         Related Services under Agreement One shall be owned or assumed by
         Shandong Mobile; accordingly, the Service Company enjoys no rights,
         undertakes no liability and bears no expense with regard to the same
         (unless otherwise agreed upon in this Agreement).

2.       Each Party hereby confirms to the other Party that all the Properties,
         Non-Mobile Assets, the Related Personnel, the Non-Mobile Long-term
         Investments and the Non-Mobile Liabilities under Agreement Two shall be
         owned or assumed by the Service Company; accordingly, Shandong Mobile
         enjoys no rights, undertakes no liability and bears no expense with
         regard to the same.





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3.       Each Party hereby confirms to the other Party that all the contracts in
         relation to the Related Interests and Assets, the Related Liabilities,
         the Related Personnel and the Related Services under Agreement One
         shall be transferred to Shandong Mobile. However, due to the time limit
         and the enormous amount involved, the transfer of certain contracts may
         have not been approved by the other party/parties thereto (the
         "Non-Transferred Contracts"). For such Non-Transferred Contracts, the
         Parties hereby agree and confirm as follows:

         (1)      As of the Effective Date (as defined in Agreement One), the
                  rights and liabilities, as well as the gains and losses of the
                  Service Company generated from the Non-Transferred Contracts
                  shall be owned or assumed by Shandong Mobile (unless otherwise
                  stipulated in this Agreement ), notwithstanding the fact that
                  such Non-Transferred Contracts are still held by and performed
                  in the name of the Service Company. The Service Company agrees
                  to act as the trustee of Shandong Mobile to receive or hold
                  any interests generated from the Non-Transferred Contracts
                  (including but not limited to certain goods and loans) on
                  behalf of Shandong Mobile, and that such interests are owned
                  by Shandong Mobile. Upon demand, the Service Company shall
                  deliver such interests to Shandong Mobile;

         (2)      The Service Company shall exercise or perform the rights and
                  liabilities under the Non-Transferred Contracts strictly in
                  accordance with the instructions given by Shandong Mobile from
                  time to time, and shall not amend any terms of the
                  Non-Transferred Contracts or terminate the same without
                  Shandong Mobile's prior written consent thereto;

         (3)      The reasonable expenses incurred by the Service Company for
                  the purpose of performing the obligations under paragraph 3(1)
                  above shall be reimbursed by Shandong Mobile, except expenses
                  incurred as a result of negligence or fault on the part of, or
                  other reasons caused by, the Service Company;

         (4)      If, as a result of the Service Company's negligence, fault or
                  other reasons caused by the Service Company in connection with
                  its holding or performing the Non-Transferred Contracts in its
                  name and on behalf of Shandong Mobile under this Agreement,
                  Shandong Mobile sustains any losses therefrom (including but
                  not limited to legal action expenses and damages ), the
                  Service Company shall sufficiently compensate Shandong Mobile
                  for such losses in a timely manner; and

         (5)      If there arises such a need that the rights of Shandong Mobile
                  under the Non-Transferred Contracts (including the rights to
                  initiate legal proceedings or arbitration, or to take other
                  necessary actions) be exercised by the Service Company in its
                  name, the Service Company shall assist Shandong Mobile by
                  exercising such rights in the Service Company's name.

4.       The Agreement shall be governed by and interpreted in accordance with
         the laws of PRC.





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5.       The Agreement shall be executed in Chinese.

6.       The Agreement shall come into effect upon the execution by the
         authorized representative of the Parties.



SHANDONG MOBILE COMMUNICATION COMPANY LIMITED



By:     s/ Li Huabin          
   ---------------------------------------
      Authorized representative



SHANDONG COMMUNICATION SERVICE COMPANY



By:     s/ Zhang Xuan         
   ---------------------------------------

      Authorized representative






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