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


     AGREEMENT REGARDING THE TRANSFER OF PERSONNEL, FINANCES AND ASSETS NOT
               DIRECTLY RELATED TO MOBILE COMMUNICATIONS 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 Hebei:

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.       HEBEI MOBILE COMMUNICATION COMPANY LIMITED, a limited liability company
         duly established and existing under the laws of PRC, with its legal
         address at 220, Qing Yuan Jie, Shijiazhuang, Hebei, PRC (the "Hebei
         Mobile"); and

3.       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, 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 Hebei
         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 Hebei subsidiary;

3.       China Mobile Group, Hebei 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 Hebei 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 Hebei 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 Hebei 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 1351 employees to be employed by the
         Service Company other than the 3462 employees employed by Hebei Mobile.

         "NON-MOBILE LONG-TERM INVESTMENTS" shall mean long-term investments to
         be owned or assumed by China Mobile Group's Hebei 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, Hebei 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 by China Mobile Group to, and owned, assumed or
         employed, as the case may be, by the Service Company.




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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 Hebei 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, Hebei Mobile and the Service Company.

3.2      Each of China Mobile Group and the Service Company hereby represents
         and warrants to Hebei Mobile that, as of the Effective Date, Hebei
         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;

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





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         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: HEBEI MOBILE COMMUNICATION COMPANY LIMITED



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


PARTY C: HEBEI COMMUNICATION SERVICE COMPANY



By:       s/ Huang Yu              
    ----------------------------------
      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 Hebei 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 Hebei subsidiary pursuant to documents regarding the transfer
hereunder.