[English Translation]



                     CHINA MOBILE COMMUNICATIONS CORPORATION



                                       AND



                        CHINA MOBILE (HONG KONG) LIMITED







                           TRADEMARK LICENSE AGREEMENT







                                 APRIL 24, 2002


                              LINKLATERS & ALLIANCE
<PAGE>


                          Agreement on Trademark Use 3
<TABLE>

<S>               <C>                                                    <C>    
ARTICLE One       Definitions                                             6
                                                                        
                                                                        
ARTICLE Two       Authorized Licensing                                    7
                                                                        
                                                                        
ARTICLE Three     Licensing Authorized to Third Parties                   8
                                                                        
                                                                        
ARTICLE Four      Representations and Warranties                          8
                                                                        
                                                                        
ARTICLE Five      Licensing Fee                                          10
                                                                        
                                                                        
ARTICLE Six       Supervision                                            11
                                                                        
                                                                        
ARTICLE Seven     Infringement and Damages                               12
                                                                        
                                                                        
ARTICLE Eight     Term, Effectiveness and Termination of Contract        12
                                                                        
                                                                        
ARTICLE Nine      Resolution of Disputes, Applicable Laws and Others     13
                                                                        
                                                                        
Appendix I        Trademarks of China Mobile Communication               17
</TABLE>
                                                                   
<PAGE>

                           AGREEMENT ON TRADEMARK USE


This Agreement on Trademark Use (this "Agreement") is entered into among the
following parties as of April 24, 2002:

1.   China Mobile Communications Corporation, a state-owned enterprise
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 53A, Xi Bian Men Nei Da Jie, Xuan Wu District,
     Beijing, the PRC (hereinafter referred to as "Party A");

2.   China Mobile (Hong Kong) Limited, a limited liability company incorporated
     and duly existing in accordance with Hong Kong laws with its legal address
     at 60/F., The Center, 99 Queen's Road Central, Hong Kong (hereinafter
     referred to as "Party B");

3.   Guangdong Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 208, Yue Xiu Nan Lu, Guangzhou, Guangdong Province,
     the PRC;

4.   Zhejiang Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 406, Ti Yu Chang Lu, Hangzhou, Zhejiang Province, the
     PRC;

5.   Jiangsu Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 81, Hu Ju Lu, Nanjing, Jiangsu Province, the PRC;

6.   Fujian Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 59, Wu Shan Lu, Fuzhou, Fujian Province, the PRC;

7.   Henan Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 10, Min Hang Lu, Zhengzhou, Henan Province, the PRC;

8.   Hainan Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 88, Jin Long Lu, Jin Mao District, Haikou, Hainan
     Province, the PRC;

9.   Beijing Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 58, Dong Zhong Jie, Dong Cheng District, Beijing, the
     PRC;

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<PAGE>

10.  Shanghai Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at 29/F, Dong Lou, No. 668, Beijing Dong Lu, Shanghai, the
     PRC;

11.  Tianjin Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 27, Xin Xing Lu, He Ping District, Tianjin, the PRC;

12.  Shandong Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 77, Jing San Lu, Jinan, Shandong Province, the PRC;

13.  Hebei Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 220, Qing Yuan Jie, Shijiazhuang, Hebei Province, the
     PRC;

14.  Liaoning Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 128, Shi Yi Wei Lu, Chen He District, Shenyang,
     Liaoning Province, the PRC;

15.  Guangxi Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 92, Min Zu Da Dao, Nanning, Guangxi (Zhuang
     nationality) Autonomous Region, the PRC;

16.  China Mobile (Shenzhen) Limited, a limited liability company incorporated
     and duly existing in accordance with the PRC laws with its legal address at
     No. 9023, Bing He Da Dao, Futian District, Shenzhen, Guangdong Province,
     the PRC;

The foregoing Guangdong Mobile Communication Company Limited, Zhejiang Mobile
Communication Company Limited, Jiangsu Mobile Communication Company Limited,
Fujian Mobile Communication Company Limited, Henan Mobile Communication Company
Limited, Hainan Mobile Communication Company Limited, Beijing Mobile
Communication Company Limited, Shanghai Mobile Communication Company Limited,
Tianjin Mobile Communication Company Limited, Shandong Mobile Communication
Company Limited, Hebei Mobile Communication Company Limited, Liaoning Mobile
Communication Company Limited, Guangxi Mobile Communication Company Limited, and
China Mobile (Shenzhen) Limited are all the directly or indirectly wholly owned
subsidiaries of Party B, all located in Mainland China, collectively referred to
as "Party B's Domestic Subsidiaries"

17.  Anhui Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 303, You Dian Building, Huai He Lu, Hefei City, Anhui
     Province, the PRC;

                                       4
<PAGE>

18.  Hunan Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 169, Fu Rong Nan Lu, Tian Xin District, Changsha City,
     Hunan Province, the PRC;

19.  Hubei Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 10, Jiang Xing Lu, Jiang Han District, Wuhan City,
     Hubei Province, the PRC;

20.  Jiangxi Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at Jin Yuan Building, Tao Yuan Xiao District, Nanchang City,
     Jiangxi Province, the PRC;

21.  Sichuan Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 19, Qing Yang Zheng Jie, Chengdu City, Sichuan
     Province, the PRC;

22.  Chongqing Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 134, Yu Zhou Lu, Jiu Long Po District, Chongqing City,
     the PRC;

23.  Shaanxi Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 5, Nan Er Huan Xi Duan, Xian City, Shaanxi Province,
     the PRC; and

24.  Shanxi Mobile Communication Company Limited, a limited liability company
     incorporated and duly existing in accordance with the PRC laws with its
     legal address at No. 39, Shuang Ta Xi Jie, Taiyuan City, Shanxi Province,
     the PRC.

The foregoing Anhui Mobile Communication Company Limited, Hunan Mobile
Communication Company Limited, Hubei Mobile Communication Company Limited,
Jiangxi Mobile Communication Company Limited, Sichuan Mobile Communication
Company Limited, Chongqing Mobile Communication Company Limited, Shaanxi Mobile
Communication Company Limited, and Shanxi Mobile Communication Company Limited
are hereinafter referred to as the "Target Companies".


WHEREAS

A.   Party A is the lawful owner of the Licensed Trademarks (as defined herein).
     Party A has obtained the "Trademark Registration Certificate" for the
     Licensed Trademarks issued by the Trademark Bureau under the State
     Administration for 

                                       5
<PAGE>

     Industry and Commerce of China (hereinafter referred to as the "State
     Trademarks Bureau") on October 14, 2000;

B.   Party B is a company whose common shares are listed on the Hong Kong Stock
     Exchange and the New York Stock Exchange, approximately 25% of its
     outstanding shares are owned by offshore investors, and Party A is the
     indirect major shareholder of Party B;

C.   Party A and Party B entered into the "Trademark License Agreement" on
     October 8, 1999, and the "Supplemental Agreement in Connection with the
     Spectrum/(Telephone) Number Resources Usage Agreement, Trademark License
     Agreement, the Sharing of Inter-Provincial Transmission Line Leasing Fees
     Agreement, and the Inter-Provincial Network Roaming, Domestic and
     International Roaming Settlement Agreement" (hereinafter referred to as the
     "Supplemental Agreement") on September 19, 2000, to memorialize the
     agreement among and between the parties with respect to the authorization
     by Party A to Party B, Party B's Domestic Subsidiaries and all of its
     Affiliates governing their use of the Licensed Trademarks;

D.   Party A intends to sell to Party B and Party B intends to purchase from
     Party A its whole equity interest in the Target Companies, subject to the
     approvals from the relevant governmental authorities of the PRC;

E.   Party B and the Target Companies all hope that, and Party A agrees that the
     Target Companies are the Licensees hereunder (as defined herein) and
     authorized to use the Licensed Trademarks after becoming the directly or
     indirectly wholly-owned subsidiaries of Party B; and

F.   Party A and Party B agree that further amendments shall be made as to the
     authorization by Party A of the use of the Licensed Trademarks by the
     Licensees hereunder.

After due consideration, in order to protect Party A's legal right in the
Licensed Trademarks and the Licensee's legal rights in the use of the Licensed
Trademarks, Party A and the Licensees agree as follows:


                          ARTICLE ONE     DEFINITIONS

Except as otherwise provided herein, the following terms shall have the meanings
set forth below:

1.1. Affiliates: with respect to any person, means any individual, company,
     partnership, community or other entity or organization that directly or
     indirectly controls, is controlled by, or under the common control of, such
     person.

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<PAGE>

1.2. Licensed Trademarks: The trademarks set forth in Appendix 1 hereto
     (including the trademarks in the Chinese language and the English language,
     the graphic trademarks and the trademarks formed by a combination of each
     of the foregoing trademarks), including the registered and non-registered
     trademark rights enjoyed in Mainland China and abroad appertaining to such
     trademarks, and the "China Mobile" trademarks registered by Party A at the
     State Trademarks Bureau, with respect to which a "Trademark Registration
     Certificate" (Ref No.: 1459995) was obtained by Party A on October 14,
     2000.

1.3. Licensees: means Party B, Party B's Domestic Subsidiaries and all of its
     Affiliates, and also include the Target Companies and all of its Affiliates
     after the Target Companies have become the directly or indirectly wholly
     owned subsidiaries of Party B.

1.4. Third Parties: means any individuals, legal persons, companies,
     enterprises, governmental departments or other economic entities or
     organizations other than the parties to this Agreement.

1.5. Force Majeure: means all unforeseeable, unavoidable events or the effect of
     which are insurmountable, that materially affect a party's capability to
     perform its obligations under this Agreement, in whole or in part.


                      ARTICLE TWO     AUTHORIZED LICENSING

2.1. Party A hereby agrees that it shall grant the Licensees the non-exclusive
     right to use the Licensed Trademarks in Mainland China and allow the
     Licensees to use the Licensed Trademarks in their respective operating
     regions and areas of operation in Mainland China in accordance with the
     terms and conditions of this Agreement. Therefore, the Licensees shall have
     the right to use the Licensed Trademarks in their respective operating
     regions and areas of operation in Mainland China in accordance with the
     terms and conditions hereof.

2.2. In addition, Party A hereby agrees that it shall grant Party B the
     non-exclusive right to use the Licensed Trademarks in Hong Kong Special
     Administrative Region and to use the Licensed Trademarks in its respective
     operating regions and areas of operation in Hong Kong Special
     Administrative Region in accordance with the terms and conditions hereof
     during the term of this Agreement. Therefore, Party B shall have the right
     to use the Licensed Trademarks in its respective operating regions and
     areas of operation in Hong Kong Special Administrative Region in accordance
     with the terms and conditions hereof.

2.3. The Licensees shall not assign any of their rights or obligations hereunder
     to any Third Parties without the written consent of Party A.

                                       7





<PAGE>
            ARTICLE THREE     LICENSING AUTHORIZED TO THIRD PARTIES

3.1. Party A hereby agrees that it shall authorize the Licensees to separately
     enter into a China Mobile Communications Trademark License Agreement
     (hereinafter referred to as the "Third Party Agreement") with Third Parties
     engaging in the relevant business activities (including and limited to
     business activities such as sales, marketing, promotions, sales by
     authorized dealers of mobile phones and maintenance by authorized dealers)
     within the respective areas of operation and operating regions based on its
     own business development needs. The Third Party Agreement shall authorize
     Third Parties to reasonably use the Licensed Trademarks within the specific
     operating and geographic areas.

3.2. Third Party Agreement shall be jointly executed by Party A (in the capacity
     as the Licensor), the corresponding Licensee hereunder (in the capacity as
     the agent) and the Third Parties (in the capacity as the Authorized
     Licensees) engaging in the relevant business activities. The corresponding
     Licensee hereunder shall have the right and obligation to supervise the
     reasonable use of the Licensed Trademarks inside the specific operating and
     geographical areas specified by such Third Parties who engage in the
     relevant business activities.

3.3. Party A hereby authorizes the Licensees to file the Third Party Agreements
     with the State Trademark Bureau and relevant regulatory authorities in the
     name and on behalf of Party A.

3.4. The Licensees shall submit an estimated number of Third Party Agreements to
     be entered into with any local Third Parties for the next year in
     accordance with its own business development needs (hereinafter referred to
     as the "Annual Plans"). The Licensees shall only enter into a Third Party
     Agreement with any Third Party if Party A has examined and approved the
     Annual Plans. The Licensees shall file an executed copy of such agreements
     following its execution with Party A and be responsible for filing the
     Third Party Agreements with the State Trademark Bureau and the relevant
     regulatory authorities within the time limit as required by the relevant
     PRC laws and regulations.

3.5. If the Licensees have a genuine need to permit new Third Parties engaging
     in the relevant activities to use the Licensed Trademarks that were not
     included in the Annual Plans, the Licensees may file applications with
     Party A for a specific number of additional Third Party Agreements. Party A
     may approve such applications filed from time to time by the Licensees in
     its discretion.


                 ARTICLE FOUR     REPRESENTATIONS AND WARRANTIES

4.1. Each party to this Agreement shall make the following representations and
     warranties to the other parties:

                                       8
<PAGE>
     a.   It is a legal person duly organized and existing under the PRC laws
          (in the case of Party A, Party B's Domestic Subsidiaries and the
          Target Companies) or Hong Kong laws (in the case of Party B);

     b.   It has the full power and authority to execute this Agreement, to
          perform all the obligations and to grant all the authorizations under
          this Agreement;

     c.   Its representative, who executes this Agreement, has been granted the
          right and power to execute this Agreement by valid power of attorney,
          resolutions of its Board of Directors, or any other valid
          authorizations; and

     d.   This Agreement and its appendix shall constitute legal, valid and
          binding obligations of each party to this Agreement upon execution.

4.2. Party B agrees that it will be responsible in supervising and monitoring
     each of Party B's Domestic Subsidiaries and the Target Companies (after
     they have become directly or indirectly wholly-owned subsidiaries of Party
     B) in performing their respective obligations under this Agreement in
     accordance with the terms and conditions hereof.

4.3. Party A undertakes to the Licensees that Party A has not created or
     allowed, and will not create or allow, the existence of any guarantee,
     pledge or encumbrance otherwise relating to the Licensed Trademarks prior
     to the execution of this Agreement and during the term of this Agreement.
     Party A further undertakes that in the event that any third party disputes
     or takes any legal actions against the Licensees in respect of its use of
     the Licensed Trademarks, it will perform its legal obligations in
     accordance with the terms and conditions hereof, including but not limited
     to, to appear before court, to defend and to indemnify. Party A agrees to
     compensate and indemnify the Licensees for and against any losses arising
     from its use of the disputed Licensed Trademarks.

4.4. Party A shall maintain and renew the registration of the Licensed
     Trademarks and pay the relevant costs as well as file all necessary
     applications so that the Licensees may lawfully use the Licensed Trademarks
     and become the legal licensee of the Licensed Trademarks.

4.5. Party A shall take all necessary actions to protect its proprietary right
     with respect to the registered Licensed Trademarks, and it agrees that it
     will not take any actions intentionally to harm such proprietary right. If
     Party A intentionally gives up its proprietary right or any part of the
     registered Licensed Trademarks or fails to register or renew the Licensed
     Trademarks in any way, Party A shall deliver a written notice to the
     Licensees with respect to its decision sixty days before the date of such
     decision and obtain the prior consent of the Licensees.

                                       9
<PAGE>
4.6. This Agreement shall not grant any other rights to any Licensee except for
     the right to use the Licensed Trademarks in accordance with the terms and
     conditions of this Agreement and Party A shall not be deemed to have sold
     or transferred the Licensed Trademarks to the Licensees. Without affecting
     the use of the Licensed Trademarks by the Licensees in accordance with the
     terms and conditions of this Agreement, the Licensees acknowledge Party A's
     proprietary rights in the Licensed Trademarks (such rights includes but not
     limited to the rights with respect to the enjoyment, registration and
     renewal and all of the rights relevant to such rights). The Licensees shall
     not have the right to file any registration application for the Licensed
     Trademarks, any trademarks, service logos, other names, marks or languages,
     or any packages, commercial exteriors, color graphics or designs that bear
     resemblance to the Licensed Trademarks in any country or region without
     obtaining the prior written consent of Party A.

4.7. The Licensees agree to provide reasonable assistance to Party A (or to any
     Affiliates of Party A at the request of Party A) to protect the Licensed
     Trademarks, including providing any materials or documents and not taking
     actions that will prevent or adversely affect the registration or renewal
     of the Licensed Trademarks in China or other places.

4.8. Each party to this Agreement agrees to unconditionally execute any other
     legal documents and take any other actions required for consummating this
     Agreement, including but not limited to following the filing procedures at
     the State Trademark Bureau.


                        ARTICLE FIVE     LICENSING FEE

5.1. Party A agrees that the Licensees shall have the right to use the Licensed
     Trademarks without compensation within five years of the date of the
     approval for the registration of the Licensed Trademarks (i.e. before
     October 13, 2005).

5.2. From the sixth year (i.e. from October 14, 2005), a licensing fee for the
     Licensed Trademarks shall be negotiated by the parties and specified in a
     supplemental contract (hereinafter referred to as the "Supplemental
     Contract"), but in no event such licensing fee for using the Licensed
     Trademarks shall be more that the licensing fee paid by any other
     Affiliates of Party A at the same time. Each party to this Agreement agrees
     that the Supplemental Contract shall only take into effect upon the
     satisfaction of the following conditions:

     a.   If necessary, an exemption shall be obtained for Party B in connection
          with the Supplemental Contract from the Hong Kong Stock Exchange with
          respect to the connected transactions in accordance with the Listing
          Rules of the Hong Kong Stock Exchange; and

     b.   If necessary, the Supplemental Contract shall be approved by an
          independent shareholder of Party B who has no connected relationship

                                       10
<PAGE>
          with Party B pursuant to the Listing Rules of the Hong Kong Stock
          Exchange.


                          ARTICLE SIX     SUPERVISION

6.1. The Licensees shall comply with all of the relevant applicable laws and
     regulations and obtain the relevant governmental approvals relating to the
     use of the Licensed Trademarks.

6.2. The Licensees shall not use the Licensed Trademarks in a way that will
     damage or adversely affect Party A, its business or its reputation nor
     combine the Licensed Trademarks with any trademarks of the Licensees or any
     third party or any other languages, marks or designs to create a new logo
     containing the Licensed Trademarks or bearing resemblance thereto.

6.3. Party A may supervise any products, packages, labels, advertisements or any
     promotional materials or marketing that use the Licensed Trademarks,
     provided or sponsored by the Licensees and shall have the right to withhold
     its permission for such promotional or marketing activities if it deems
     such use harmful to its business, reputation or brand. The Licensees agree
     to comply with all of Party A's requests in this regard in a timely manner.

     The  Licensees shall maintain the following files (for one year) so that
     Party A may be able to determine whether the Licensees have complied with
     the relevant requirements set forth in this Chapter Six:

     a.   Sample packages, labels, advertisements, or originals or photos of
          other literature for products containing the Licensed Trademarks that
          are used in promotional or marketing activities;

     b.   All of the files of any appeals or claims with respect to the Licensed
          Trademarks that have been filed by consumers, competitors,
          governmental departments, actual users or other entities; and

     c.   Form, letterheads or other samples or copies containing the Licensed
          Trademarks set forth in this Chapter Six.

6.4. Upon the execution of this Agreement Party A shall provide to the Licensees
     a [copy of] the most recent manual for identification of corporate system
     (and any updated or amended version) relevant to the use of the Licensed
     Trademarks by the Licensees in accordance with the terms and conditions
     hereof. The Licensees shall strictly implement the relevant standards set
     forth in the most recent manual for identification of corporate system
     provided by Party A.

                                       11
<PAGE>
                   ARTICLE SEVEN     INFRINGEMENT AND DAMAGES

7.1. In the event of breach of any obligations, responsibilities, undertakings
     or covenants under this Agreement by Party A, Party A shall indemnify the
     Licensees against any financial loss incurred by the Licensees attributable
     to such breaches. In the event of breach of any obligations,
     responsibilities, undertakings and covenants under this Agreement by the
     Licensees, the corresponding Licensee shall indemnify Party A against any
     financial loss incurred thereby attributable to such breaches.

7.2. In the event of the failure of any party to this Agreement to perform the
     obligations and duties under this Agreement due to [the events] of force
     majeure, the affected party shall not be held liable for any breach arising
     from such events.

7.3. If the Licensees know of any infringement or threatened infringement of
     Party A's right in the Licensed Trademarks, the Licensees shall immediately
     notify Party A and provide to Party A a report detailing all of its
     knowledge [about the foregoing matter]. Upon receipt of the foregoing
     notice and report from the Licensees, Party A shall take all appropriate
     actions, including instituting legal proceedings or otherwise stopping the
     actual or threatened infringement. The Licensees shall cooperate with Party
     A in connection with Party's actions, and their expenses incurred in
     connection with such cooperation shall be reasonably compensated out of the
     fees paid by the infringing person.


       ARTICLE EIGHT     TERM, EFFECTIVENESS AND TERMINATION OF CONTRACT

8.1. This Agreement shall come into effect on the date the authorized
     representatives or legal representatives of each party execute this
     Agreement and expire on October 7, 2007. Unless each party to this
     Agreement has executed the Supplemental Contract in accordance with Article
     5.2 of this Agreement, each party may further negotiate whether to renew
     this Agreement after its expiration.

8.2. Party A shall have the right to terminate this Agreement in the following
     events:

     a.   The Licensees breach this Agreement or any of the representations and
          warranties and the Licensees fail to cure such breach within thirty
          days of receipt of a written notice from Party A with a detailed
          account of the Licensees' acts of breach;

     b.   Party A no longer directly or indirectly holds any interest in Party
          B; or

     c.   Party B goes bankrupt, becomes the subject under any liquidation and
          dissolution proceedings, discontinues its operations, or fails to pay
          its debts on schedule.

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<PAGE>
8.3. Party B shall have the right to terminate this Agreement in the following
     events:

     a.   Party A breaches this Agreement or any of the representations and
          warranties and the Licensees fail to cure such breach within thirty
          days of receipt of a written notice of Party B with a detailed account
          of the Licensees' acts of breach; or

     b.   Party A no longer has any proprietary right in the registered Licensed
          Trademarks.

8.4. Any party may deliver a written notice to the other parties sixty days
     prior to its intention to terminate this Agreement pursuant to Article 8.2
     or Article 8.3 of this Agreement. Such notice shall provide its reasons for
     termination, and this Agreement will be terminated upon expiration of such
     60-day period.

8.5. After the termination of this Agreement:

     a.   The right to use the Licensed Trademarks by the Licensees shall be
          immediately terminated and the Licensees shall not continue its use of
          the Licensed Trademarks and the Licensees shall not attempt to
          register or use trademarks, service logos, other names, marks,
          languages, package profiles, color, design or graphics same as or
          similar to the Licensed Trademarks;

     b.   The Licensees shall provide to Party A or its designated Affiliates
          any materials in its custody with respect to or containing a Licensed
          Trademark, or make alterations to such materials so that they no
          longer incorporate any Licensed Trademark; and

     c.   Each party to this Agreement shall notify all of the relevant
          regulatory authorities in the area of industry and commerce and the
          Trademark Administration of the termination of this Agreement.

     The  provisions of this Article 8.5 shall survive the termination of this
     Agreement.


       ARTICLE NINE     DISPUTE RESOLUTIONS, APPLICABLE LAWS AND OTHERS

9.1. For any disputes between the parties that arise from the effect,
     interpretation or performance of this Agreement, each party shall endeavor
     to resolve in a friendly manner. In the event of any failure to resolve
     such disputes after consultation, any party may submit such disputes to the
     China International Economic and Trade Arbitration Committee for
     arbitration in Beijing in accordance with its arbitration rules then in
     effect. The arbitration award shall be final and binding on each party to
     this Agreement. Except for the matters under dispute submitted for
     arbitration, the remaining provisions of this Agreement shall remain in
     effect.

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<PAGE>
9.2. The PRC laws govern the making, effect, interpretation and implementation
     of this Agreement and the dispute resolutions.

9.3. This Agreement is severable. If any provision is rendered illegal or unable
     to be implemented by the competent arbitration committee but has no
     fundamental effect on the effectiveness of this Agreement, such provision
     shall not affect the validity and performance of the remaining provisions
     of this Agreement.

9.4. This Agreement is written in Chinese and the original of this Agreement
     will be prepared in thirty-two copies. Each party to this Agreement shall
     hold one original and Party A shall hold the remaining originals for the
     purposes of registration and filings. All the originals of this Agreement
     shall have the equal force and effect.

9.5. This Agreement shall constitute the entire agreement between the parties
     with respect to the agreed matters relating to this Agreement and supercede
     any intentions or understanding of the parties with respect to such matters
     or any previously executed agreements, contracts or written documents,
     including but not limited to the "Trademark License Agreement" executed by
     the parties on October 8, 1999, and the full contents in relation to the
     trademarks licensing set forth in the "Supplemental Agreement" executed on
     September 19, 2000. Any amendments to this Agreement shall only become
     effective upon the execution of an agreement in writing between the
     respective authorized representative of each party to this Agreement and
     such amendments shall be filed with the State Trademarks Bureau and the
     relevant regulatory authorities in the area of industry and commerce.

9.6. The failure of any party to exercise or postpone exercising its rights,
     powers or preemptive rights under this Agreement shall not be deemed that
     it has waived such rights, powers or preemptive rights and a partial
     exercise of such rights, powers or preemptive rights shall not preclude the
     future exercise of such rights, powers or preemptive rights.

9.7. This Agreement may be made in counterparts for execution by each party.
     Counterparts bearing respective signatures shall constitute a binding
     contract. In the event that this Agreement shall be executed in
     counterparts, the date each party successfully exchanges its signed
     counterpart with the other party by facsimile shall be the date of
     execution.

9.8. Party A shall assist Party B in obtaining all approvals required for the
     effectiveness and performance of this Agreement. Party A shall submit a
     copy of this Agreement to the State Administration for Industry and
     Commerce and the State Trademarks Bureau for filings within three months
     upon execution of this Agreement. Each of Party B's Domestic Subsidiaries
     and the Target Companies (after becoming the directly or indirectly
     wholly-owned subsidiaries of Party B)

                                       14
<PAGE>
     shall deliver a copy of this Agreement to its respective local
     administration for industry and commerce for filing purposes.

9.9. Any matters that are not addressed under this Agreement shall be dealt with
     by each of the Parties to this Agreement separately.

This Agreement is executed by the duly authorized representative of each party
to this Agreement as of the date set forth in the first paragraph of this
Agreement for faithful compliance.

                                       15




<PAGE>
                                 SIGNATURE PAGE

<TABLE>
<S>                                                     <C>
China Mobile Communications Corporation                 China Mobile (Hong Kong) Limited
Authorized Representative                               Authorized Representative



/s/               LU Xiangdong                          /s/                LI Zhenqun
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Guangdong Mobile Communication Company Limited          Zhejiang Mobile Communication Company Limited
Authorized Representative                               Authorized Representative


/s/                  LI Gang                            /s/                  XU Long
----------------------------------------------          ----------------------------------------------



Jiangsu Mobile Communication Company Limited            Fujian Mobile Communication Company Limited
Authorized Representative                               Authorized Representative


/s/                  HE Ning                            /s/                 LIU Ping
----------------------------------------------          ----------------------------------------------



Henan Mobile Communication Company Limited              Hainan Mobile Communication Company Limited
Authorized Representative                               Authorized Representative



/s/               YUAN Jianguo                          /s/                  WEI Ping
----------------------------------------------          ----------------------------------------------



Beijing Mobile Communication Company Limited            Shanghai Mobile Communication Company Limited
Authorized Representative                               Authorized Representative



/s/                SHA Yuejia                           /s/                 ZHENG Jie
----------------------------------------------          ----------------------------------------------


Tianjin Mobile Communication Company Limited            Shandong Mobile Communication Company Limited
Authorized Representative                               Authorized Representative


/s/               ZHANG Xuehong                         /s/                 LIU Aili
----------------------------------------------          ----------------------------------------------



Hebei Mobile Communication Company Limited              Liaoning Mobile Communication Company Limited
Authorized Representative                               Authorized Representative


/s/               ZHANG Liande                          /s/                WANG Xueli
----------------------------------------------          ----------------------------------------------



Guangxi Mobile Communication Company Limited            China Mobile (Shenzhen) Limited
Authorized Representative                               Authorized Representative


/s/                GAN Yuecai                           /s/               DING Donghua
----------------------------------------------          ----------------------------------------------



Anhui Mobile Communication Company Limited              Hunan Mobile Communication Company Limited
Authorized Representative                               Authorized Representative                            


/s/                ZHANG Daode                          /s/               WANG Jiangen
----------------------------------------------          ----------------------------------------------



Hubei Mobile Communication Company Limited              Jiangxi Mobile Communication Company Limited
Authorized Representative                               Authorized Representative


/s/                 MENG Dali                           /s/                HUANG Rigao
----------------------------------------------          ----------------------------------------------



Sichuan Mobile Communication Company Limited            Chongqing Mobile Communication Company Limited
Authorized Representative                               Authorized Representative


/s/                  LI Hua                             /s/               SHEN Changfu
----------------------------------------------          ----------------------------------------------



Shaanxi Mobile Communication Company Limited            Shanxi Mobile Communication Company Limited
Authorized Representative                               Authorized Representative


/s/               HUO Zhicheng                          /s/                 GAO Buwen
----------------------------------------------          ----------------------------------------------
</TABLE>

                                       16
<PAGE>
                                   APPENDIX I

              TRADEMARKS OF CHINA MOBILE COMMUNICATIONS CORPORATION

                                       17