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

1.       SHANGHAI 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 668, Beijing Dong
         Lu, Shanghai, PRC ("Shanghai Mobile") ; and

2.       SHANGHAI MOBILE COMMUNICATION COMPANY, a state-owned enterprise duly
         established and existing under the laws of PRC, with its legal address
         at 1122, Yan'an Dong Lu, Shanghai, PRC ("the Service Company"). The
         Service Company is going through name changing procedures to change
         its name into "Shanghai Communication Service Company".


WHEREAS:

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

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

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


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



SHANGHAI MOBILE COMMUNICATION COMPANY LIMITED


By:        s/Chen Suxian         
   ---------------------------------
       Authorized representative


SHANGHAI MOBILE COMMUNICATION COMPANY (SHANGHAI COMMUNICATION SERVICE COMPANY)

By:        s/Cai Guibao           
   ---------------------------------
        Authorized representative



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