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

(1)      BEIJING 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 58, Dong Zhong
         Street, Dongcheng District, Beijing, PRC ("Beijing Mobile") ; and

(2)      BEIJING COMMUNICATION SERVICE COMPANY, a state-owned enterprise duly
         established and existing under the laws of PRC, with its legal address
         at 2, Xia Guang Li, Chaoyang District, Beijing, PRC ("the Service
         Company").


WHEREAS:

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


2.       Beijing 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
         Beijing 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, Beijing Mobile
         enjoys no right, undertakes no liability and bears no expense with
         regard to the same.

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



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         Related Services under Agreement One shall be transferred to Beijing
         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 Beijing 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 Beijing 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 Beijing Mobile, and
                  that such interests are owned by Beijing Mobile. Upon demand,
                  the Service Company shall deliver such interests to Beijing
                  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 Beijing Mobile from
                  time to time, and shall not amend any terms of the
                  Non-Transferred Contracts or terminate the same without
                  Beijing 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 Beijing 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 Beijing Mobile under this
                  Agreement, Beijing Mobile sustains any losses therefrom
                  (including but not limited to legal action expenses and
                  damages ), the Service Company shall sufficiently compensate
                  Beijing Mobile for such losses in a timely manner; and

         (5)      If there arises such a need that the rights of Beijing 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 Beijing 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.

5.       The Agreement shall be executed in Chinese.

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



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BEIJING MOBILE COMMUNICATION COMPANY LIMITED


By:     s/Dong Huiyi         
   ----------------------------------
      Authorized representative


BEIJING COMMUNICATION SERVICE COMPANY

By:     s/Luo Yuzhi          
   ----------------------------------
      Authorized representative



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