Agreement Regarding The Transfer of Personnel, Finances and Assets Not Directly Related To Mobile Communication Services - China Mobile Communications Corp., Beijing Mobile Communication Co. Ltd. and Beijing Communication Service Co.


          AGREEMENT REGARDING THE TRANSFER OF PERSONNEL, FINANCES AND
         ASSETS NOT DIRECTLY RELATED TO MOBILE COMMUNICATION SERVICES

         This Agreement Regarding the Transfer of Personnel, Finances and
Assets Not Directly Related to Mobile Communications Services (the "Agreement")
is executed by the following three parties on August 30, 2000 in Beijing:

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

2.       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 Street, Dongcheng District, Beijing,
         PRC (the "Beijing Mobile"); and

3.       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.       Pursuant to the "Notice of Guidance Opinions on Establishing China
         Mobile Group" (Xin Bu Zheng [1999] No. 360) issued by the Ministry of
         Information Industry, the communication businesses and related assets,
         as well as certain other long-term investments and assets in Beijing
         shall be transferred to and managed by China Mobile Group;

2.       Pursuant to the principles and plans regarding the transfer of
         personnel, finances and assets as stipulated in the "Notice of
         Guidance Opinions on Establishing China Mobile Group" (Xin Bu Zheng
         [1999] No. 360) and the "Circular of Certain Key Issues to be
         Clarified in the Separation of Mobile Communication Businesses" (Xin
         Bu Zheng [1999] No. 457) issued by the Ministry of Information
         Industry, the related personnel, finances and assets and (including
         but not limited to the "Properties", the "Non-Mobile Assets" , the
         "Related Personnel", the "Non-Mobile Long-term Investments" and the
         "Non-Mobile Liabilities" under this Agreement, each as defined in
         Article 1.1 hereof) will be owned, assumed and employed, as the case
         may be, by China Mobile Group's Beijing subsidiary;

3.       China Mobile Group, Beijing Mobile and the Service Company jointly
         agree that the "Properties", the "Non-Mobile Assets", the "Related
         Personnel", the "Non-Mobile Long-term Investments" and the "Non-Mobile
         Liabilities" to be



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         received by China Mobile Group's Beijing subsidiary pursuant to the
         principles and plans regarding the transfer of personnel, finances and
         assets as stipulated by the above-mentioned documents will be directly
         transferred to, and shall be owned by, the Service Company. The
         "Properties" shall be owned by the Service Company, and part of the
         Properties shall be leased by the Service Company to Beijing Mobile.

         In order to clarify the ownership of the "Properties", the "Non-Mobile
Assets", the "Related Personnel", the "Non-Mobile Long-term Investments" and the
"Non-Mobile Liabilities", the three Parties have reached the following
agreement:


                            ARTICLE     ONE DEFINITIONS

1.1      Unless the context indicates otherwise, the following terms shall have
         the meanings as defined below:

         "PROPERTIES" shall mean all the properties listed in Appendix I of the
         Agreement - "List of Properties".

         "NON-MOBILE ASSETS AND LIABILITIES" shall mean assets and liabilities
         to be owned or assumed by China Mobile Group's Beijing subsidiary
         pursuant to documents regarding the transfer hereunder but not
         included in the Asset Appraisal Report, with the Base Date being June
         30, 2000, prepared by Zhongzi Asset Appraisal Company Limited.

         "RELATED PERSONNEL" shall mean the employees to be employed by the
         Service Company other than the 1560 employees employed by Beijing
         Mobile.

         "NON-MOBILE LONG-TERM INVESTMENTS" shall mean long-term investments to
         be owned or assumed by China Mobile Group's Beijing subsidiary
         pursuant to documents regarding the transfer hereunder but not
         included in the Asset Appraisal Report, with the Base Date of June 30,
         2000, prepared by Zhongzi Asset Appraisal Company Limited.

         "EFFECTIVE DATE" shall mean the date on which the Agreement is
         executed.

1.2      Unless the Agreement specifies otherwise, all the articles and
         appendices referred to herein shall mean the articles and appendices
         of the Agreement. All appendices constitute an integral part of the
         Agreement.


             ARTICLE TWO     TRANSFER OF PERSONNEL, FINANCES AND ASSETS

2.1      China Mobile Group, Beijing Mobile and the Service Company jointly
         acknowledge that all the "Properties", the "Non-Mobile Assets", the
         "Related Personnel", the "Non-Mobile Long-term Investments" and the
         "Non-Mobile Liabilities" under this Agreement shall be transferred as
         of the Effective Date



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         by China Mobile Group to, and owned, assumed or employed, as the case
         may be, by the Service Company.

2.2      The Service Company will beneficially own the "Properties", the
         "Non-Mobile Assets", the "Related Personnel", the "Non-Mobile
         Long-term Investments" and the "Non-Mobile Liabilities" as of the
         Effective Date.

2.3      The Service Company shall complete the registration formalities in
         respect of the title to the Properties and pay the related fees. The
         Service Company hereby acknowledges that Beijing Mobile will not bear
         or pay any fees or costs in respect of such registration formalities
         or any other matters in connection with the Properties to be
         transferred to the Service Company hereunder.

           ARTICLE THREE     REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

3.1      Each Party hereto warrants that it has all requisite authority, power
         and ability to execute and perform the Agreement. Once the Agreement
         is executed, it will constitute legal, valid and binding obligations
         to each of China Mobile Group, Beijing Mobile and the Service Company.

3.2      Each of China Mobile Group and the Service Company hereby represents
         and warrants to Beijing Mobile that, as of the Effective Date, Beijing
         Mobile will undertake no obligations, liabilities or expenses arising
         from or in connection with the "Properties", the "Non-Mobile Assets",
         the "Related Personnel", the "Non-Mobile Long-term Investments" and/or
         the "Non-Mobile Liabilities" under the Agreement. .


                      ARTICLE FOUR     SETTLEMENT OF DISPUTES

4.1      Any dispute arising from or in connection with the interpretation or
         performance of this Agreement shall be settled by the Parties through
         friendly negotiations among the representatives appointed by the
         Parties for this purpose. In the case that no resolution is reached
         through consultations within 90 days after the occurrence of any
         dispute, either Party may bring an action to a competent people's
         court for its judgment.


                              ARTICLE FIVE     NOTICE

5.1      Any notice to be given under the Agreement shall be made in writing
         and sent by mail, telex, telegraph and facsimile to each Party's
         address set out in the front page of the Agreement or to any other
         address as a Party may designate in writing from time to time.

5.2      Any notice shall be deemed to have been received at the time as
         follows:

         if delivered in person, at the time of delivery;

         if delivered by mail, on the date of the receipt;



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         if delivered by telex, at the time of taking back the receipt;

         if transmitted by facsimile, upon delivery.


                           ARTICLE SIX     GOVERNING LAW

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


                             ARTICLE SEVEN     LANGUAGE

7.1      The Agreement is executed in Chinese.


                          ARTICLE EIGHT     EFFECTIVE DATE

8.1      The Agreement shall come into effect upon the date when it is executed
         by the authorized representatives of the Parties.


PARTY A: CHINA MOBILE COMMUNICATIONS CORPORATION


By:       s/Xue Taohai             
   --------------------------------
      Authorized representative


PARTY B: BEIJING MOBILE COMMUNICATION COMPANY LIMITED


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


PARTY C: BEIJING COMMUNICATION SERVICE COMPANY


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



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APPENDIX I


                               LIST OF PROPERTIES

         Properties shall mean, in addition to the properties included in the
Asset Appraisal Report Regarding the Assets of Beijing Mobile Communication
Company Limited, issued by Zhongzi Asset Appraisal Company Limited and with the
base date being June 30, 2000, those properties to be owned or occupied by
China Mobile Group's Beijing subsidiary pursuant to documents regarding the
transfer hereunder.