THIS DEED is made on 24 September 2004

BETWEEN:

(1) Hutchison Telecommunications Limited, a company incorporated under the laws of Hong Kong whose registered office is at 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong (the "Indemnifier"); and

(2) Hutchison Telecommunications International Limited, a company incorporated under the laws of the Cayman Islands whose principal place of business is at 18th Floor, Two Harbour Front, 22 Tak Fung Street, Hunghom, Kowloon, Hong Kong (the "Company"), for itself and in its capacity as trustee for the other Beneficiaries (as defined below).

WHEREAS:

(A) A number of restructuring steps have been taken to transfer certain companies within the group of the Indemnifier to the Company and its group (the "Restructuring") prior to a global offering and listing of the Company's shares.

(B) In order to effect the Restructuring and the global offering and listing, the Indemnifier has agreed to execute and deliver this Deed in favour of the Company in respect of the Beneficiaries (as defined in Clause 1 of this Deed).

(C) By restructuring documentation dated on or about the date of this Deed agreed between, inter alia, the Indemnifier and the Company, the Indemnifier and certain of its subsidiaries have agreed to sell and the Company and the Purchasing Companies have agreed to purchase the Beneficiaries (as defined in Clause 1 of this Deed) on the terms and conditions contained in those documents.

Now THIS DEED WITNESSES as follows:

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