Strategic Investor Placing Agreement - China Mobile (Hong Kong) Ltd., Vodafone Group PLC, China International Capital Corp. Ltd., Goldman Sachs (Asia) LLC and Merrill Lynch Far East Ltd.


                              Dated 4 October 2000

                        CHINA MOBILE (HONG KONG) LIMITED

                                       and

                               VODAFONE GROUP PLC

                                       and

                 CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED

                                       and

                           GOLDMAN SACHS (ASIA) L.L.C.

                                       and

                         MERRILL LYNCH FAR EAST LIMITED

                      STRATEGIC INVESTOR PLACING AGREEMENT


                                                     LINKLATERS
                                                     10th Floor, Alexandra House
                                                     16-20 Chater Road

                                                     Telephone: (852) 2842 4888
                                                     Facsimile: (852) 2810 8133
                                                     Ref: CCLL


   2

THIS STRATEGIC INVESTOR PLACING AGREEMENT ("AGREEMENT") is dated 4 October 2000
and is made BETWEEN:-

(1)      CHINA MOBILE (HONG KONG) LIMITED whose registered office is at 60th
         Floor, The Center, 99 Queen's Road Central, Hong Kong (the "Company");

(2)      VODAFONE GROUP PLC whose principal office is at The Courtyard, 2-4
         London Road, Newbury Berkshire RG14 1JX, England (the "INVESTOR");

(3)      CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED whose principal office
         is at 28th Floor, China World Tower 2, No. 1 Jianguomenwai Avenue,
         Beijing 100004, PRC ("CICC");

(4)      GOLDMAN SACHS (ASIA) L.L.C. whose principal place of business in Hong
         Kong is at 68th Floor, Cheung Kong Center, 2 Queen's Road Central, Hong
         Kong ("GOLDMAN SACHS"); and

(5)      MERRILL LYNCH FAR EAST LIMITED whose principal place of business in
         Hong Kong is at 17th Floor, Asia Pacific Finance Tower, 3 Garden Road,
         Central, Hong Kong ("MERRILL LYNCH" and together with CICC and Goldman
         Sachs, the "GLOBAL CO-ORDINATORS").

WHEREAS:-

(A)      The Company is proposing to effect a follow-on offering of its ordinary
         shares ("SHARES") and American Depositary Shares representing Shares
         ("ADSS") by way of a global offering (the "GLOBAL OFFERING") of Shares
         and ADSs comprising:-

         (i)      an offering of ADSs or (at the option of investors) Shares in
                  Asia (the "Asia Offering"); and

         (ii)     an offering of ADSs or (at the option of investors) Shares
                  outside of Asia, including the United States (the
                  "INTERNATIONAL OFFERING").

(B)      The Company and the Investor wish to cooperate to promote their mutual
         interests and build a lasting and mutually beneficial relationship and,
         consistent with this, the Investor is now willing to make a significant
         equity investment in the Company on the basis and terms set out in this
         Agreement.

IT IS NOW AGREED AS FOLLOWS:-


1        INVESTMENT

         The Investor will acquire the Investor Shares at the Initial Price to
         Public under and as part of the Asia Offering. The Investor may elect
         to acquire the Investor Shares through a wholly-owned subsidiary
         (incorporated outside of the United States and with its principal place
         of business outside of the United States), in which case the
         agreements, acknowledgements and confirmations given in this Agreement
         shall be deemed to be given by the Investor for itself and on behalf of
         such subsidiary (the "INVESTOR SUBSIDIARY"). For the purposes of this
         Agreement, the "INVESTOR SHARES" means such number of Shares calculated
         in accordance with the Schedule to this Agreement; and the "INITIAL
         PRICE TO PUBLIC" means the price at which Shares are acquired by
         investors under the Asia Offering, expressed in Hong Kong dollars, and
         determined as referred to in Clause 5(ii).

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2        AGREEMENT CONDITIONAL UPON COMPLETION OF GLOBAL OFFERING AND THE RIGHT
         OF TERMINATION

2.1      The Investor's agreement in Clause 1 above (and the right of the
         Investor to acquire the Investor Shares) is conditional upon
         underwriting agreements for each of the Asia Offering and the
         International Offering being entered into and having become
         unconditional (in accordance with their respective original terms or as
         subsequently varied by agreement of the relevant parties) by no later
         than December 31, 2000. The Company intends to use its best efforts to
         ensure that the Global Offering is duly completed but there can be no
         guarantee of this and no liability to the Investor or any other party
         to this Agreement will arise if the Global Offering is not duly
         completed for any reason.

2.2      In the event that the Company and the Global Co-ordinators deem it
         necessary to recirculate the preliminary prospectus of the Company, as
         publicly filed with the United States Securities and Exchange
         Commission in connection with the Global Offering (the "PRELIMINARY
         PROSPECTUS"), due to a material adverse change in the business or
         financial condition of the Company, its subsidiaries and the companies
         the Company plans to acquire, taken as a whole, the Investor shall be
         promptly informed in writing by the Company. The notice will be
         accompanied by the revised form of the Preliminary Prospectus to be
         recirculated. In such event, the Investor shall have the right to
         terminate this Agreement by providing written notice to the Company and
         the Global Co-Ordinators no later than the business day following the
         date of such notice being received by the Investor. If no written
         notice of termination from the Investor is received by the Company and
         the Global Co-Ordinators within the time limit specified in the
         preceding sentence, the Investor is deemed to have waived its right to
         terminate pursuant to this Clause 2.2 and accepted the change made to
         the Preliminary Prospectus to be recirculated.


3        CLOSING

3.1      Subject to Clause 2, the Investor will acquire the Investor Shares
         pursuant to, and as part of, the Asia Offering and through the Global
         Co-ordinators in their capacity as underwriters of the relevant portion
         of the Asia Offering. Accordingly, subject to this Clause 3.1, the
         Investor Shares will be acquired contemporaneously with settlement of
         the Asia Offering. Payment for the Investor Shares shall be made on the
         same day as payment is required from other investors which acquire
         Shares under the Asia Offering through the Global Co-ordinators (the
         "CLOSING DATE"). The Closing Date for Investor Shares is currently
         expected to be late October or early November, 2000, and the Global
         Co-ordinators shall use reasonable endeavours to keep the Investor
         promptly informed of any change to the expected Closing Date. Delivery
         of the Investor Shares to the Investor or the Investor Subsidiary, as
         the case may be, shall be made through Hong Kong Securities Clearing
         Company Limited for the account of the Investor or the Investor
         Subsidiary, as the case may be, on the date notified to the Investor by
         the Global Co-ordinators which shall not be later than 31 days after
         the date of pricing as referred to in Clause 5(ii), but otherwise on
         the same basis on which Shares are delivered to other investors which
         acquire Shares under the Asia Offering through the Global Co-ordinators
         (or in any other manner which the Company, the Global Co-ordinators and
         the Investor may agree).

3.2      In the event that any of the over-allotment options granted to the
         Global Co-ordinators in connection with the Global Offering (the
         "OVER-ALLOTMENT OPTIONS") is exercised by the Global Co-ordinators (on
         behalf of the underwriters), the Investor shall not subscribe for any
         additional Shares issued upon exercise of the Over-allotment Options.


                                      -2-
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4        RESTRICTIONS ON DISPOSALS BY THE INVESTOR

         The Investor agrees that:-

         (i)     without the prior written consent of the Company and the Global
                 Co-ordinators, it will not, at any time during the period of 12
                 months after the Relevant Date (as defined below) (the "LOCK-UP
                 PERIOD"), Dispose (as defined below) of any of the Relevant
                 Shares (as defined below);

         (ii)    notwithstanding Clause 4(i), in the event that the Company and
                 the Investor do not enter into a strategic and technical
                 co-operation agreement before 28 February 2001, the Lock-up
                 Period shall automatically terminate on the 180th day (Hong
                 Kong time) after the Relevant Date without further notice and
                 thereafter, subject to Clauses 4(iii) and (iv), the Investor
                 shall be free to Dispose of the Relevant Shares in such manner
                 as it sees fit;

         (iii)   in the event of a Disposal of any Relevant Shares at any time
                 within 12 months after the expiry of the Lock-up Period, it
                 will give the Company not less than 7 days notice of such
                 intended Disposal and will use all reasonable endeavours to
                 ensure that any such Disposal will not create a disorderly or
                 false market;

         (iv)    without the prior written consent of the Company, it will not
                 at any time within 12 months of the expiry of the Lock-up
                 Period Dispose of any Relevant Shares to any Telecommunications
                 Company (as defined below) and will use reasonable endeavours
                 to ensure that any purchaser of Relevant Shares from it in such
                 period does not Dispose of such Relevant Shares to a
                 Telecommunications Company; and

         (v)     the Investor Shares have not been registered under the United
                 States Securities Act of 1933, as amended (the "SECURITIES
                 ACT") and may not be offered or sold in the United States
                 except pursuant to an exemption from, or in a transaction not
                 subject to, the registration requirements of the Securities
                 Act.

         Clauses 4(i) and 4(iv) shall not prevent (a) the Investor from
         acquiring the Investor Shares through any of its wholly-owned
         subsidiaries or (b) the Investor (or any of its wholly-owned
         subsidiaries) from transferring Relevant Shares to any wholly-owned
         subsidiary of the Investor or to the Investor (collectively, "PERMITTED
         ARRANGEMENTS"), provided that, in all cases (A) the Investor shall be
         responsible for ensuring that any of its wholly-owned subsidiaries
         which holds any Relevant Shares as a result of any permitted
         arrangements shall duly comply with Clauses 4(i) to 4(iv) as if bound
         by such obligations itself, and (B) if any of its wholly-owned
         subsidiaries which holds any Relevant Shares as a result of any
         permitted arrangements is about to or will cease to be a wholly-owned
         subsidiary of the Investor, such entity must (and the Investor shall
         procure that such entity shall), before ceasing to be a wholly-owned
         subsidiary of the Investor, ensure that its entire interest in any such
         Relevant Shares shall be fully and effectively transferred to the
         Investor or to a wholly-owned subsidiary of the Investor and Provided
         further that the Investor shall not be permitted to transfer any
         Relevant Shares to a Telecommunications Company.

         Notwithstanding any provision under this Clause 4, the Investor hereby
         acknowledges that it is aware of, and the Investor represents, warrants
         and agrees that it will comply with, the securities laws of the United
         States, Hong Kong and other jurisdictions that prohibit, inter alia,
         any investor who has received from the Company or any of the directors,
         officers, employees, representatives, agents or advisers of the Company
         material, non-public

                                      -3-
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         information relating to the Company or any of its subsidiaries from
         Disposing of any Relevant Shares.

         For the purpose of this Clause references to:-

         "DISPOSE OF" or "DISPOSAL" includes creating, transferring or otherwise
         howsoever disposing of or relinquishing any interest (including by the
         creation of an option) in Relevant Shares;

         "PROSPECTUS" means the final prospectus to be issued by the Company in
         respect of the Global Offering;

         "RELEVANT DATE" means the date of the Prospectus;

         "RELEVANT SHARES" means the Investor Shares and any shares or other
         securities of the Company deriving from the Investor Shares (pursuant
         to any rights issue, capitalisation issue or other form of capital
         reorganisation); and

         "TELECOMMUNICATIONS COMPANY" means a company which is itself, or is a
         holding company or a subsidiary of a company which is, engaged in the
         fixed-line or mobile telecommunications business as its principal
         business.


5        ACKNOWLEDGEMENTS

         The Investor acknowledges, agrees and confirms that:-

         (i)      it will not become entitled to nominate or appoint any person
                  to be a director of the Company as a result or through its
                  purchase of the Investor Shares;

         (ii)    the Initial Price to Public is to be fixed by agreement between
                 the Company and the Global Co-ordinators (on behalf of the
                 underwriters) following, and on the basis of, an international
                 "roadshow" and "bookbuilding" process;

         (iii)   this Agreement and the relationship and arrangements between
                 the parties contemplated by this Agreement will be required to
                 be described in offering documentation and other marketing
                 materials for the Global Offering and, specifically, this
                 Agreement will be a material contract required to be filed with
                 regulatory authorities and/or made available for public
                 inspection in connection with the Global Offering;

         (iv)    the Investor Shares will be acquired by the Investor or the
                 Investor Subsidiary through the Global Co-ordinators as
                 underwriters on the basis provided in Clause 3 above, but on
                 the basis that:

                 (a)   notwithstanding that any information or material
                       concerning the Company (whether prepared by the Company,
                       the Global Co-ordinators, or their respective
                       representatives or advisers or otherwise) may have been
                       furnished to the Investor by or on behalf of the Company
                       on or before the date hereof (collectively "EVALUATION
                       MATERIAL"), neither the Company, the Global
                       Co-ordinators, nor any of their respective
                       representatives or advisers have made, or make, any
                       representation or warranty as to the accuracy or
                       completeness of the evaluation material, and none of the
                       Company, the Global Co-ordinators and their respective
                       representatives or advisers has or will have any
                       liability to the Investor or any of its representatives
                       or advisers resulting from the use of the evaluation


                                      -4-
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                       material, provided that the evaluation material shall not
                       include the Preliminary Prospectus. The Company
                       represents and warrants to the Investor that the
                       Preliminary Prospectus and any further amendments or
                       supplements thereto do not and will not, at the
                       applicable filing date thereof, contain an untrue
                       statement of a material fact or omit to state a material
                       fact required to be stated therein or necessary to make
                       the statements therein, in the light of the circumstances
                       in which such statements were made, not misleading; and

                 (b)   the Investor has not relied, and will not be entitled to
                       rely, on any legal opinion or other advice given by legal
                       counsel to the Company or legal counsel to the Global
                       Co-ordinators and underwriters in connection with the
                       Global Offering, and has taken its own independent advice
                       to the extent it has considered necessary and
                       appropriate;

         (v)     the Company and the Global Co-ordinators will have the absolute
                 discretion to change or adjust (a) the number of Shares and
                 ADSs comprising in the Global Offering or any part thereof; and
                 (b) the ratio of Shares and ADSs to be offered by the Company
                 under the Global Offering or any part thereof;

         (vi)    the Investor or the Investor Subsidiary, as the case may be, is
                 not a U.S. Person (as defined in Rule 902 of Regulation S under
                 the Securities Act) and is acquiring the Investor Shares in an
                 offshore transaction in reliance on Regulation S under the
                 Securities Act;

         (vii)    the Investor or the Investor Subsidiary, as the case may be,
                  does not, directly or indirectly, own more than five per cent.
                  of the outstanding common stock (or other voting securities)
                  of any member of the National Association of Securities
                  Dealers, Inc. ("NASD") or a holding company for an NASD
                  member;

         (viii)  the Investor or the Investor Subsidiary, as the case may be, is
                 purchasing the Investor Shares for investment purposes and not
                 with a view to the distribution of such Shares; and

         (ix)    in making its final decision to invest in the Investor Shares,
                 the Company and the Investor acknowledge that the Investor or
                 the Investor subsidiary, as the case may be, will rely solely
                 on information contained in the Prospectus.

6.       ANNOUNCEMENTS

         The Company may issue a press announcement with respect to this
         Agreement following official public filing with the US Securities and
         Exchange Commission of the Company's Registration Statement for the
         Global Offering. Except (i) for any announcement by the Investor which
         may be required under the Hong Kong Stock Exchange Listing Rules (but
         only after prior consultation with the Company and the Global
         Co-ordinators with respect to the form, timing and content of any such
         announcement); (ii) for any announcement by the Investor which may be
         required by any other stock exchange on which the Investor's securities
         are listed or traded (but only after such prior consultation with the
         Company and the Global Co-ordinators with respect to the form, content
         and timing of any such announcement); or (iii) as may be agreed by the
         Company and the Global Co-ordinators, the Investor will not make any
         announcement or other public statement with respect to this Agreement
         or the arrangements contemplated by it. The Company will, to the extent
         reasonably practicable, ensure that the Investor is given reasonable
         opportunity to

                                      -5-
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         comment on references to it in the press announcement referred to above
         (if issued) and any other relevant public announcements to be made by
         the Company in connection with the Global Offering.

7.       FURTHER EFFORTS

         The Investor and the Company shall cooperate with respect to any
         notifications to, or consents and/or approvals of, third parties that
         are or may be required for the purposes of or in connection with this
         Agreement.

8.       MISCELLANEOUS

         References in this Agreement to Shares and other shares and/or
         securities of the Company shall be deemed to include Shares (and, if
         applicable, other shares and/or securities of the Company) represented
         by ADSs and other depositary receipts and similar rights. References to
         disposals and acquisitions of, and other transactions in Shares and
         other shares and/or securities of the Company shall be deemed to
         include swaps, contracts for differences and other derivative
         transactions having equivalent or comparable economic effect.
         Calculations and determinations made in good faith by the Global
         Co-ordinators shall be conclusive with respect to the number of
         Investor Shares and the Initial Price to Public for the purposes of
         Clause 1.

9.       VALID AND BINDING AGREEMENT

         Each of the parties confirms and represents that this Agreement has
         been duly authorised, executed and delivered by it and constitutes its
         legal, valid and binding obligations and that, except for such
         consents, approvals and authorisations as may be required by the
         Company to implement the Global Offering, no corporate, shareholder or
         other consents, approvals or authorisations are required by such party
         for the performance of its obligations under this Agreement. The
         Investor further confirms and represents that this Agreement does not
         constitute a "connected transaction" from its perspective under the
         Hong Kong Stock Exchange Listing Rules, notwithstanding any
         relationship between the Investor and any other party.

10.      ALTERATION

         No alteration to, or variation of, this Agreement shall be effective
         unless made between all the parties and in writing.

11.      COUNTERPARTS

         This Agreement may be executed by the parties hereto in counterparts.

12.      GOVERNING LAW

         This Agreement shall be governed by, and construed in accordance with,
         the laws of the Hong Kong Special Administrative Region of the People's
         Republic of China.



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                                  THE SCHEDULE



For the purposes of this Agreement, the "INVESTOR SHARES" means such number of
Shares that may be purchased with US$2,500 million at the Initial Price to
Public, rounded down to the nearest whole number.

The actual number of Investor Shares shall be determined by the Company and the
Global Co-ordinators and notified to the Investor as soon as practicable.


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IN WITNESS of the agreement set out above, each of the parties has executed this
Agreement by its duly authorised signatory on the date set out at the beginning.



CHINA MOBILE (HONG KONG) LIMITED


by:  /s/ Wang Xiaochu                 
    ----------------------------------
     Name: Wang Xiaochu      
     Title: Chairman and Chief Executive Officer
                  



VODAFONE GROUP PLC



by:  /s/ Chris Gent
    --------------------------------------
     Name: Chris Gent
     Title: Chief Executive



CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED



by: /s/ Bi Mingjian
    --------------------------------------
     Name: Bi Mingjian
     Title: Managing Director



GOLDMAN SACHS (ASIA) L.L.C.



by: /s/ Hsueh-Ming Wang
    --------------------------------------
     Name: Hsueh-Ming Wang
     Title: Managing Director



MERRILL LYNCH FAR EAST LIMITED



by: /s/ Romnesh Lamba
    --------------------------------------
     Name: Romnesh Lamba
     Title: Director





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