Agreement regarding Settlement of Interconnection and Roaming, Transmission Line Leasing, Usage of Spectrum Frequency & Numbering Resources

1.

China Mobile (Hong Kong) Limited, a limited liability company duly incorporated and validly existing under the laws of Hong Kong with its legal address at 60/F., The Center, 99 Queen’s Road Central, Hong Kong (“ Party A ”);

2.

China Mobile Communications Corporation, a State-owned enterprise duly incorporated and validly existing under the laws of the PRC with its legal address at No.29, Jin Rong Avenue, Xi Cheng District, Beijing, the PRC ( “ Party B ”);

1.

Party A is a company whose common shares are listed on the Stock Exchange of Hong Kong Limited and the New York Stock Exchange.

2.

Party B is the indirect controlling shareholder of Party A.

3.

Party A is purchasing from Party B the entire interest in the ten regional mobile companies in Neimenggu and nine other provinces and autonomous regions, and Beijing P&T Consulting & Design Institute Company Limited and China Mobile Communication Company Limited ( “ CMC ”) (the “ Acquisition ”). Upon the completion of the Acquisition, Party A will own, directly or indirectly, 100% equity interests in 31 operational subsidiaries engaging in the telecommunication business (the “ OpCos ”) throughout Mainland China;

4.

Party B previously entered into various interconnection agreements with China Telecommunications Corporation (“ China Telecom ”), China Netcom Corporation Limited (“ China Netcom ”) and other telecommunications operators (collectively as “ Telecommunications Operators ”), respectively. Party A and its OpCos need to provide mobile services to its subscribers through the cooperation under these interconnection agreements entered into between Party B and the Telecommunications Operators.

5.

Party B previously entered into various international roaming agreements (the “ International Roaming Agreements ”) with certain international mobile telecommunications operators and those in Hong Kong, Macau and Taiwan (collectively as “ International Operators ”), respectively. Party A and its OpCos need to provide international long distance mobile telecommunications services and roaming services to its subscribers through the cooperation under these international roaming agreements entered into between Party B and the International Operators.

6.

Party B owns the nationwide mobile telecommunications spectrum frequency and numbering resources allocated to it by the Ministry of Information Industry of the PRC ( the “ MII ”). Party A and its OpCos need to use these spectrum frequency and numbering resources.

7.

Party B has previously entered into or will enter into various long distance transmission line leasing agreements (the “ Transmission Line Leasing Agreements ”) with Telecommunications Operators and other long distance transmission line providers including radio broadcasting and television media companies (the “ Transmission Line Providers ”), respectively. In accordance with these agreements, Party B has leased or will lease certain long distance transmission lines provided by the Transmission Line Providers. Party A and its OpCos need to use these long distance transmission lines leased or to be leased by Party B.

8.

Prior to the execution of this Agreement, Party A and its certain OpCos had made arrangements and executed agreements with Party B in relation to interconnection and roaming, inter-provincial long distance transmission line leasing, spectrum frequency and numbering resources usage (the “Previous Agreements ”)

9.

In coping with the development and adjustment of business scope and strategy of Party A and Party B, the Previous Agreements entered into between Party A and its certain OpCos and Party B shall be terminated upon the completion of the Acquisition.

10.

After the termination of relevant arrangements under the Previous Agreements, Party A and Party B shall reach some new agreements in relation to settlement of interconnection and roaming, transmission lines leasing, usage of spectrum frequency and numbering resources.

1.

relevant arrangements

1.1

To facilitate its execution, Party A shall, on its own behalf and on behalf of its 31 OpCos, execute this Agreement and make the relevant arrangements under this Agreement.

1.2

Interconnection between telecommunications networks

1.2.1

Party B shall, on behalf of Party A, maintain the interconnection arrangements with the Telecommunications Operators and perform the relevant agreements, while the 31 OpCos of Party A shall perform the actual interconnection work under the relevant agreements.

1.2.2

Party B shall, on behalf of Party A and its OpCos, settle all the relevant usage fees and other fees with the Telecommunications Operators pursuant to the interconnection agreements, while the actual incomes or expenses shall be enjoyed and undertaken by Party A and its OpCos.

1.2.3

Party B herein agrees, upon Party A’s request or notice from time to time, to negotiate with the Telecommunications Operators and modify, revise, supplement, renew or execute new interconnection agreements.

1.3

Settlement of International Roaming

1.3.1

During the effective period of this Agreement and before Party A or its subsidiaries are legally qualified and replace Party B to execute agreements regarding the international roaming arrangements with all International Operators, Party B shall maintain its settlement arrangements regarding roaming services with International Operators and perform the relevant International Roaming Agreements, while CMC shall undertake the actual work of fee collection and settlement under the said agreements and the 31 OpCos of Party A shall implement the actual roaming services. In the course of the above period, the actual work of fee collection and settlement under any new international roaming agreements entered into between Party B and International Operators shall be performed by CMC.

1.3.2

Party B shall, on behalf of Party A and its OpCos, settle the relevant usage fees and other fees with the International Operators pursuant to the International Roaming Agreements.

1.3.3

Party B herein agrees, upon Party A’s request or notice from time to time,