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

(1)      HEBEI 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 220, Qing Yuan Jie,
         Shijiazhuang, PRC ("Hebei Mobile"); and

(2)      HEBEI COMMUNICATION SERVICE COMPANY, a state-owned enterprise duly
         established and existing under the laws of PRC, with its legal address
         at 220, Qing Yuan Jie, Shijiazhuang, Hebei, PRC ("the Service
         Company").

WHEREAS:

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

2.       Hebei 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 Hebei
         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, Hebei 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 Related Services under Agreement One
         shall be transferred to Hebei Mobile. 





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

         (5)      If there arises such a need that the rights of Hebei 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 Hebei 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 representative of the Parties.





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HEBEI MOBILE COMMUNICATION COMPANY LIMITED

By:     s/ Zhang Liande         
    -------------------------------
      Authorized representative



HEBEI COMMUNICATION SERVICE COMPANY

By:     s/ Huang Yu           
    -----------------------------
      Authorized representative


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