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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 20-F/A

Amendment No. 1



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(Mark One)

| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from             to



Commission file number: 001-32309



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HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LIMITED



LOGO

(Exact name of Registrant as specified in its charter)



HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LIMITED

(Translation of Registrants name into English)



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CAYMAN ISLANDS

(Jurisdiction of incorporation or organization)



20/F, Hutchison Telecom Tower

99 Cheung Fai Road

Tsing Yi

Hong Kong

(Address of principal executive offices)



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Securities registered or to be registered pursuant to Section 12(b) of the Act.



|                                                                                                    |  |                                                 
|--------------------------------------------------------------------------------------------------- |  | ------------------------------------------------
|Title of each class                                                                                 |  | Name of each exchange on which registered       
|American Depositary Shares, each representing 15 Ordinary Shares of nominal value HK$0.25 each; and |  | New York Stock Exchange Hong Kong Stock Exchange
|Ordinary Shares, nominal value HK$0.25 each                                                         |  | New York Stock Exchange*                        



Securities
registered or to be registered pursuant to Section 12(g) of the Act.

None



Securities for which there is a reporting obligation pursuant to Section
15(d) of the Act.

None



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Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period covered by the annual report.



|                                            |  |              
|------------------------------------------- |  | -------------
|Ordinary Shares, nominal value HK$0.25 each |  | 4,500,000,000



Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark which financial
statement item the registrant has elected to follow.    Item 17 ̈Item 18  x



|* | Not for trading, but only in connection with the registration of the American Depositary Shares
|- | -----------------------------------------------------------------------------------------------



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We filed our Annual Report on Form 20-F for the fiscal year ended December 31, 2004 (the Form 20-F) with the
Securities and Exchange Commission on June 24, 2005.



This Amendment No. 1 to
our Form 20-F (this Amendment) is filed to include a cross reference to a section of our website that provides a summary disclosing the significant ways in which our corporate governance practices, as a foreign private issuer, differ
from those followed by U.S. domestic companies under the listing standards of the New York Stock Exchange.



Other than the foregoing, no part of our Form 20-F filed on June 24, 2005, is being amended, and no part of the Form 20-F or of Item 10 as re-filed pursuant to this Amendment speaks as of any date subsequent to June
24, 2005.



Accordingly, pursuant to Rule 12b-15 under the Securities Exchange
Act of 1934, as amended, we hereby amend Item 10 of our Form 20-F in its entirety and replace it with the following:



ITEM 10. ADDITIONAL INFORMATION



A. Share Capital



Not Applicable



B. Memorandum and Articles
of Association



Our company is registered in the Cayman Islands (company
number CT-133883). Set forth below is a brief summary of certain provisions of our amended and restated Memorandum and Articles of Association adopted on September 3, 2004, as amended on May 5, 2005. This summary does not purport to be complete and
is qualified in its entirety by reference to our Memorandum and Articles of Association, which are filed as Exhibits 1.1 and 1.2, respectively, to this annual report.



Objects



Our objects are detailed in the Section 3 of our amended and restated Memorandum of Association. Typical of companies registered in the Cayman Islands, our objects are
unrestricted and include, without limitation, to act and to perform all the functions of a holding company in all its branches and to co-ordinate the policy and administration of any subsidiary company, and to acquire and hold shares, stock and
other forms of securities instruments, and to exercise and enforce all rights and powers conferred by or incident to the ownership thereof.



Directors



A director may not vote (nor be counted in the quorum) on any resolution of the board approving any contract or arrangement or other proposal in which such director, or any of his associates, is materially interested.
However, this prohibition shall not apply to any of the following matters:



| |  | any contract or arrangement for the giving by us or any of our subsidiaries to that director or his associate(s) any security or indemnity in respect of money lent by him or any of
his associates or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of us or any of our subsidiaries;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | any contract or arrangement for the giving by us or any of our subsidiaries of any security or indemnity to a third party in respect of a debt or obligation of ours or any of our
subsidiaries for which the director or his associate(s) has/have himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | any contract or arrangement concerning an offer of our shares or debentures or other securities by us or any other company which we may promote or be interested in for subscription
or purchase, where the director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | any contract or arrangement in which the director or his associate(s) is/are interested in the same manner as other holders of our shares or debentures or other securities or those
of any of our subsidiaries by virtue only of his/their interest in our shares or debentures or other securities or those of any of our subsidiaries;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | any contract or arrangement concerning any other company in which the director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive
or a shareholder other than a company in which the director and/or his associate(s) is/are beneficially interested in five percent or more of the issued shares or of the voting rights of any class of shares of such company (or of any third company
through which his interest or that of any of his associates is derived); or
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | any proposal or arrangement concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death, or disability benefits scheme or other
arrangement which relates both to directors, and/or their associates and our employees or those of any of our subsidiaries and does not provide in respect of any director, or his associate(s), as such any privilege or advantage not accorded to the
employees to which that scheme or fund relates.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



A quorum of
independent directors is not required in order for a director to vote compensation to himself or any other member of the board of directors.



Our directors may exercise all the powers to raise or borrow money, to mortgage or charge all or any part of our undertaking, property and assets (present and future) and
uncalled capital and, subject to the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or
obligation of ours or of any third party. The borrowing powers, in common with our articles in general, can be varied with the sanction of a special resolution.



Directors are not required to retire at a particular age. Directors are not required to beneficially own our shares.



Rights, Preferences, Restrictions Attaching to Shares and Changing the Rights of
Shareholders



We are authorized to issue non-voting redeemable
preference shares. However, currently, we only have ordinary shares outstanding.



Dividends



Subject to the Companies Law, in a general
meeting we may declare dividends in any currency, but no dividends shall exceed the amount recommended by our directors. Dividends may be declared and paid out of our profits, realized or unrealized, or from any reserve set aside from profits that
our directors determine is no longer needed. With the sanction of an ordinary resolution, dividends may also be declared out of the share premium account or any other fund or account that can be authorized for this purpose in accordance with the
Companies Law.



Except in so far as the rights attaching to, or the terms of
issue of, any share otherwise provides, all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for this
purpose as paid up on that share, and all dividends shall be apportioned and paid pro rata according to the amounts paid upon the shares during any portion or portions of the period in respect of which the dividend is paid.



Our directors may also pay any dividend that is payable on any shares half-yearly or on any
other dates, whenever our position, in the opinion of the directors, justifies such payment.



Our directors may deduct from any dividend or bonus payable to any member all sums of money (if any) presently payable by him to us on account of calls or otherwise.



No dividend or other monies payable by us on or in respect of any share shall bear interest
against us.



In respect of any dividend proposed to be paid or declared on our
share capital, our directors may resolve and direct that: (i) such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that our members entitled thereto will be entitled to elect to
receive such dividend (or part thereof if our directors so determine) in cash in lieu of such allotment; or (ii) the members entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of
the whole or such part of the dividend as the directors may think fit. The directors may also, with the sanction of our members in general meeting, resolve in respect of any particular dividend that, notwithstanding the foregoing, it may be
satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right of members to elect to receive that dividend in cash in lieu of such an allotment.



Any dividend, interest or other sum payable in cash to the holder of shares may be paid by
check or warrant sent by mail addressed to the holder at his registered address, or addressed to such person and at such addresses as the holder may direct. Every such check or warrant shall, unless the holder or joint holders otherwise direct, be
made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the register in respect of those shares, and shall be sent at his or their risk. Payment of the check or warrant by the
bank on which it is drawn shall constitute a good discharge to us.



Any
dividend unclaimed after a period of six years from the date of declaration of the dividend may be forfeited and, if so forfeited, shall revert to us.



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Whenever our directors or the members in general meeting have resolved that a dividend be paid or declared, the directors
may further resolve that the dividend be satisfied by direct payment or satisfaction wholly or in part by the distribution of specific assets of any kind, and in particular of paid up shares, debentures or warrants to subscribe for our securities or
securities of any other company. Where any difficulty arises with regard to such distribution, the directors may settle it as they think expedient and, in particular, may issue fractional certificates or authorize any person to sell and transfer any
fractions or may ignore fractions altogether, and may fix the value for distribution purposes of any such specific assets and may determine that cash payments shall be made to any of our members upon the footing of the value so fixed in order to
adjust the rights of the parties and may vest any such specific assets in trustees as may seem expedient to the directors.



Voting Rights



Subject to any special rights or restrictions as to voting for the time being attached to any shares, at any general meeting every member who is present in person or by proxy (or, in the case of a member that is a
corporation, by its duly authorized representative) shall have one vote, and on a poll every member present in person or by proxy (or, in the case of a member that is a corporation, by its duly appointed representative) shall have one vote for each
share of which that member is the holder.



No member will be entitled to vote
or be reckoned in a quorum, in respect of any share, unless that member is registered as our shareholder at the applicable record date for that meeting and all calls or installments due by that member to us have been paid.



If a recognized clearing house (or its nominee(s)) is our member, it may authorize the person
or persons it thinks fit to act as its representative(s) at any meeting or at any meeting of any class of members provided that, if more than one person is so authorized, the authorization must specify the number and class of shares in respect of
which each such person is so authorized. A person authorized pursuant to this provision is deemed to have been duly authorized without further evidence of the facts and be entitled to exercise the same powers on behalf of the recognized clearing
house (or its nominee(s)) as if the person were the registered holder of our shares held by that clearing house (or its nominee(s)) including the right to vote individually on a show of hands.



Members of our board of directors stand for reelection at staggered intervals. One-third (or
any other fraction that may be required under the listing rules of the Hong Kong Stock Exchange or other applicable rules) of our directors are subject to retirement from office by rotation at each annual general meeting. All our directors who were
appointed by our board retired and were re-elected at our annual general meeting held on May 5, 2005. At this annual general meeting, our shareholders approved a special resolution amending our articles of association so that one third of all member
of our board of directors, including the chairman and managing director (who previously were not required to retire), will retire from office by rotation at each general meeting.



There are no restrictions imposed by Cayman Islands law or our articles of association on the rights of our members to hold or vote their
shares by reason of where they reside. Our articles of association, however, provide that we are not obliged, when making or granting any allotment of, offer of, option over or disposal of shares or issuing shares in satisfaction wholly or in part
of a dividend declared, to make or make available any such allotment, offer, option or shares to our members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a
registration statement or other special formalities, this would or might, in our opinion, be unlawful or impracticable.



Provisions discriminating against existing or prospective holders of shares as a result of such shareholder owning a substantial number of shares



Our articles of association provide that if our directors become
aware that any person directly or indirectly has or acquires an interest in a number of shares that would or may, in the opinion of our directors, require a review or approval under, or which would or may result in any subsidiary or affiliate (being
any entity in which we directly or indirectly hold 5% or more of the issued share capital) of ours being in breach or in default of, any applicable law, regulation or license, permit, consent or privilege held or enjoyed by any such subsidiary or
affiliate, or of any requirement of any governmental or regulatory authority, our directors have the discretion to serve a notice upon the holder of those shares:



| |  | specifying which of the shareholders shares in our company will be affected and the name of the entity affected;
| | - | -----------------------------------------------------------------------------------------------------------------



| |  | suspending the shareholders right to exercise the voting rights attaching to the affected shares in which the shareholder has an interest in respect of any resolution at any
general meeting of our company that concerns the business, operations, management or activities or any other matters in relation to any affected entity, including the appointment of a director or the managing director of any affected subsidiary or
affiliate; and/or
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | restricting the director(s) appointed by or at the direction of that shareholder, if any, to our board of directors from voting on any resolution or matter that concerns the
activities of any affected entity or appointment of a director or the managing director of any affected entity.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Any suspension or restriction will be to the minimum extent (in terms of period of suspension, voting rights suspended
and number of shares affected) that is, in the opinion of our directors, required in order to prevent a breach or default, or in connection with such review or approval.



The notice that the directors provide to the holder of the affected shares may also direct the holder of those shares to provide us with
information and documents that we may require in order to enable us or any affected subsidiary or affiliate to obtain the necessary approval that may be required in order to enable that shareholder to continue to hold the affected shares without the
breach or default occurring or continuing.



Apart from the voting rights being
suspended in the manner described above, all other rights attached to these disenfranchised shares shall not be affected and shall remain exercisable by the shareholder holding these disenfranchised shares. The notice is effective in respect of the
disenfranchised shares only and does not apply to any other shares held by that shareholder.



Alteration of Capital



We may
from time to time by ordinary resolution:



| |  | increase our capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;
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| |  | consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;
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| |  | cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the
amount of the shares so cancelled subject to the provisions of the Companies Law;
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| |  | sub-divide our shares or any of them into shares of a smaller amount than is fixed by our memorandum and articles of association, subject nevertheless to the Companies Law, and so
that the resolution whereby any share is sub-divided may determine that, as between the holders of the share resulting from that subdivision, one or more of the shares may have any such preferred or other special rights over, or may have such
deferred rights or be subject to any such restrictions as compared with, the others as we have power to attach to unissued or new shares; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | divide shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares, attach to the shares respectively as
preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination in general meeting may be determined by the directors.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We may, by special resolution, subject to any confirmation or consent required by the
Companies Law, reduce our share capital, or any capital redemption reserve in any manner authorized by law.



Rights to share in any surplus in the event of liquidation



Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares, if we are wound up and the
assets available for distribution among our members are more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess will be distributedpari passu among those members in proportion to the
amount paid up at the commencement of the winding up on the shares held by them, respectively, and if we are wound up and the assets available for distribution among the members as such are insufficient to repay the whole of the paid-up capital,
these assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up at the commencement of the winding up on the shares held by them, respectively.



If we are wound up, the liquidator may, with the sanction of our special resolution and any
other sanction required by the Companies Law, divide among our membersin specie or in kind the whole or any part of our assets (whether they consist of property of the same kind or not) and may, for such purpose, set the value that it deems
fair upon any property to be divided and may determine how the division is to be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees
upon such trusts for the benefit of the members as the liquidator, with the like sanction, thinks fit, but so that no member will be compelled to accept any assets, shares or other securities upon which there is a liability.



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Modification of Rights



Except with respect to share capital (as described above) and the location of the registered office, alterations to our memorandum and
articles of association may only be made by special resolution.



Subject to the
Companies Law, all or any of the special rights attached to shares of any class (unless otherwise provided for by the terms of issue of the shares of that class) may be varied, modified or abrogated either with the consent in writing of the holders
of not less than three-fourths in nominal value of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. The provisions of our articles of
association relating to general meetings shall applymutatis mutandis to every such separate general meeting, but so that the quorum for the purposes of any such separate general meeting other than an adjourned meeting will be two persons
together holding (or represented by proxy) on the date of the relevant meeting not less than one-third in nominal value of the issued shares of that class. Every holder of ordinary shares of the class will be entitled on a poll to one vote for every
such share held by such holder and any holder of shares of that class present in person or by proxy or (being a corporation) by an authorized representative may demand a poll. At an adjourned meeting of such holders, two holders present in person or
by proxy (whatever the number of shares held by them) shall be a quorum.



The
special rights conferred upon the holders of any class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares
rankingpari passu with such class of shares.



Shareholder
meetings



We must hold an annual general meeting every year within 15
months after the holding of the last preceding annual general meeting or, if it is the year that we adopted our articles of association, not more than 18 months after the date of adoption of our articles, at such time and place as may be determined
by our board of directors. Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting.



Our board may whenever it thinks fit call extraordinary general meetings. Any one or more shareholders holding, at the date of deposit of the requisition, not less than
one-tenth of our paid up capital carrying the right of voting at general meetings shall at all times have the right, by written requisition to the board or our company secretary, to require an extraordinary general meeting to be called by the board
for the transaction of any business specified in such requisition; and such meeting shall be held within two months after the deposit of such requisition. If within 21 days of such deposit our board fails to proceed to convene such meeting, then the
requisitioning shareholder(s) may themselves may do so in the same manner, and all reasonable expenses incurred by such requisitioning shareholders as a result of the failure of the board shall be reimbursed to the requisitioning shareholders by us.



An annual general meeting and any extraordinary general meeting called for the
passing of a special resolution must be called by not less than 21 days notice in writing and any other extraordinary general meeting must be called by not less than 14 days notice in writing. Notice of every general meeting will be
given to all our shareholders other than those who, under the provisions of our articles of association or the terms of issue of the shares they hold, are not entitled to receive such notices from us, and also to our auditors for the time being.



Notwithstanding that a meeting is called by shorter notice than that mentioned
above, it will be deemed to have been duly called if it is so agreed in the case of a meeting called as an annual general meeting by all our members entitled to attend and vote at the meeting, or in the case of any other meeting, by a majority in
number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving that right.



An ordinary resolution is defined in our articles to mean a resolution passed by a simple majority of the votes of members who are entitled
to vote in person or, in the case of corporations, by their duly authorized representatives or, where proxies are allowed, by proxy at a general meeting held in accordance with our articles of association. Pursuant to our articles of association, a
special resolution must be passed by a majority of not less than three-fourths of the votes cast by members who are entitled to vote in person or, in the case of such members as are corporations, by their duly authorized representatives or, where
proxies are allowed, by proxy at a general meeting of which not less than 21 clear days notice, specifying the intention to propose the resolution as a special resolution, has been duly given. Provided that, except in the case of an annual
general meeting, if it is so agreed by a majority of the members having a right to attend and vote at such meeting, being a majority together holding not less than 95% in nominal value of the shares giving that right and, in the case of an annual
general meeting, if so agreed by all our members entitled to attend and vote at that meeting, a resolution may be proposed and passed as a special resolution at a meeting of which less than 21 clear days notice has been given. A copy of any
special resolution must be forwarded to the Registrar of Companies in the Cayman Islands within 15 days of being passed.



No business other than the appointment of a chairman shall be transacted at any general meeting unless a quorum is present at the commencement of business, but the
absence of a quorum shall not preclude the appointment of a chairman, which will not be treated as part of the business of the meeting.



Two of our members present in person or by proxy representing not less than one-third in nominal value of the total issued voting shares will be a quorum.



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A corporation being a member will be deemed for the purpose of our articles of association to be present in person if
represented by its duly authorized representative, being the person appointed by resolution of the directors or other governing body of that corporation to act as its representative at the relevant general meeting or at any relevant general meeting
of any class of our members. A duly authorized representative will be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were our individual member.



The quorum for a separate general meeting of the holders of a separate class of our shares is
described in Modification of Rights above.



Rights to
Own Shares



There are no restrictions imposed by Cayman Islands law or
our articles of association on the rights to own our shares.



C. Material
Contracts



The following material contracts (being contracts not entered
into in the ordinary course of business) have been entered into by us or our subsidiaries within the two years preceding the filing date of this annual report:



|1. | The following contracts were all entered into in connection with the restructuring that was completed in September 2004 to establish us as a holding company for some of the
Hutchison Whampoa groups telecommunications interests. The effect of these contracts was to transfer certain of the Hutchison Whampoa groups telecommunications interests to us and to transfer loans that the Hutchison Whampoa group had
made to certain operating companies within our group to us. For a further description of the restructuring, see Information on the CompanyHistory and Development of the CompanyThe Restructuring.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Sale and Purchase Agreement dated June 21, 2004 between Lanka and Hutchison 3G Italy Investments S.à r.l
| | - | --------------------------------------------------------------------------------------------------------



| |  | Sale and Purchase Agreement dated September 17, 2004 under which Hutchison Telecommunications Limited sold one share in Hutchison Telecommunications (HK) Holdings Limited to HTI
(BVI) Holdings Limited
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Agreement dated September 17, 2004 between Hutchison Telecommunications International Cayman and Hutchison Telecommunications Investment
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Agreement dated September 17, 2004 between Hutchison Telecommunications International HK and Hutchison International
| | - | -------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 17, 2004 under which Hutchison International transferred a debt owed by Whampoa Holdings Limited to Hutchison Telecommunications
International Cayman
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 17, 2004 under which Hutchison International transferred a debt owed to it by Hutchison Telephone to Hutchison Telecommunications
International HK
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 17, 2004 under which Hutchison International transferred a debt owed to it by Hutchison Telecommunication Services Limited to Hutchison
Telecommunications International HK
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 17, 2004 under which Hutchison International transferred a debt owed to it by Hutchison 3GHK to Hutchison Telecommunications International
HK
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 17, 2004 under which Hutchison International transferred a debt owed to it by Hutchison Telecom to Hutchison Telecommunications
International HK
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Agreement dated September 20, 2004 between Hutchison Global Communications Investment Holding Limited and Hutchison Telecommunications International Cayman
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | Sale and Purchase Agreement dated September 17, 2004 between Hutchison International and Hutchison Global Communications Investment Holding Limited
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Agreement dated September 20, 2004 between HTI (BVI) Holdings Limited and Hutchison Telecommunications International Cayman
| | - | --------------------------------------------------------------------------------------------------------------------------------



| |  | Sale and Purchase Agreement dated September 20, 2004 under which Hutchison Telecommunications Limited sold shares in Hutchison Global Communications Investment Holding Limited to
HTI (BVI) Holdings Limited
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| |  | Loan Assignment Agreement dated September 20, 2004 under which Hutchison International transferred a loan facility owed to it by Hutchison Global Communications Holdings to
Hutchison Telecommunications International HK
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 20, 2004 under which Hutchison International transferred a debt owed to it by Hutchison Global Communications to Hutchison
Telecommunications International HK
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Transfer Agreement dated September 20, 2004 under which Mangere International Limited transferred a note issued by Hutchison Global Communications Holdings to Hutchison
Telecommunications International Cayman
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 20, 2004 under which Mangere International Limited transferred a debt owed to Hutchison Global Communications Investment Holding Limited to
Hutchison Telecommunications International Cayman
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| |  | Transfer Agreement dated September 20, 2004 under which Hutchison International transferred a deposit deposited to it by Hutchison Global Communications Investment Holding Limited
to Hutchison Telecommunications International Cayman
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Agreement dated September 17, 2004 under which Hutchison Telecommunications International (Thailand) Holdings Limited borrowed an amount designated in US dollars from Hutchison
Telecommunications International Cayman
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Sale and Purchase Agreement dated September 17, 2004 between Hutchison Telecommunications (Malaysia) Limited and Hutchison Telecommunications International (Thailand) Holdings
Limited
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Agreement dated September 17, 2004 under which Hutchison Telecommunications International (Thailand) Holdings Limited borrowed an amount designated in Thai baht from Hutchison
Telecommunications International Cayman
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 17, 2004 under which Hutchison Telecommunications (Malaysia) Limited transferred a debt owed to it by Hutchison Multimedia Services
(Thailand) Limited to Hutchison Telecommunications International (Thailand) Holdings Limited
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 17, 2004 under which Hutchison Telecommunications (Malaysia) Limited transferred a debt owed to it by Hutchison Telecommunications
(Thailand) Co. Limited to Hutchison Telecommunications International (Thailand) Holdings Limited
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Sale and Purchase Agreement dated September 17, 2004 under which Hutchison Telecommunications Limited sold one share in CGP Investments (Holdings) Limited to HTI (BVI) Holdings
Limited
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 17, 2004 under which Hutchison Telecommunications Limited transferred a debt owed to it by CGP Investments (Holdings) Limited to Hutchison
Telecommunications International Cayman
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 17, 2004 under which Hutchison Telecommunications Limited transferred a debt owed to it by Hutchison Telecommunications Investment Limited
to Hutchison Telecommunications International Cayman
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | Sale and Purchase Agreement dated September 17, 2004 under which Hutchison Telecommunications Limited sold one share in Fairglass Limited to HTI (BVI) Holdings Limited
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 17, 2004 under which Hutchison Telecommunications Limited transferred a debt owed to it by Fairglass Limited to Hutchison
Telecommunications International Cayman
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 17, 2004 under which Hutchison Telecommunications Limited transferred a debt owed to it by Lanka to Hutchison Telecommunications
International Cayman
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Sale and Purchase Agreement dated July 16, 2004 between Essar Telecom India Holdings Limited and HTI (BVI) Holdings Limited
| | - | ---------------------------------------------------------------------------------------------------------------------------



| |  | Sale and Purchase Agreement dated September 17, 2004 under which Hutchison Telecommunications Limited sold 6 A shares in Hutchison Telecommunications (India) Limited to
HTI (BVI) Holdings Limited
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 17, 2004 under which Hutchison Telecommunications Limited transferred a debt owed to it by Hutchison Telecommunications (India) Limited to
Hutchison Telecommunications International Cayman
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 17, 2004 under which Hutchison Telecommunications Limited transferred a debt owed to it by CGP Investments (Holdings) Limited to Hutchison
Telecommunications International Cayman
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Sale and Purchase Agreement dated September 17, 2004 under which Hutchison Telecommunications Limited sold one share in Kuwata Limited to HTI (BVI) Holdings Limited
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 17, 2004 under which Hutchison Telecommunications Limited transferred a debt owed to it by Certwell Limited to Hutchison Telecommunications
International Cayman
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 17, 2004 under which Hutchison Telecommunications Limited transferred a debt owed to it by Kasapa to Hutchison Telecommunications
International Cayman
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Sale and Purchase Agreement dated September 18, 2004 under which Hutchison Telecommunications Limited sold one share in Pearl Charm Limited to HTI (BVI) Holdings Limited
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Agreement dated September 18, 2004 between Widcombe Limited and Hutchison Telecommunications International Cayman
| | - | ----------------------------------------------------------------------------------------------------------------------



| |  | Acknowledgement of Debt and Advances Assignment Agreement dated September 18, 2004 under which Hutchison Telecommunications Limited acknowledged a debt owed to it by Widcombe
Limited and transferred a debt owed to it by Hutchison Paraguay to Widcombe Limited
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 18, 2004 under which Hutchison Telecommunications Limited transferred a debt owed to it by Widcombe Limited to Hutchison Telecommunications
International Cayman
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 18, 2004 under which HTI Holdings transferred a debt owed to it by Wellington Gardens Limited to Hutchison Telecommunications International
Cayman
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Assignment Agreement dated September 18, 2004 under which HTI Holdings transferred a debt owed to it by Widcombe Limited to Hutchison Telecommunications International Cayman
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

| |  | Loan Assignment Agreement dated September 18, 2004 under which Hutchison Telecommunications Limited transferred a debt owed to it by Pearl Charm Limited to Hutchison
Telecommunications International Cayman
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Agreement dated September 17, 2004 between Advent Investments Pte Ltd and Hutchison OMF Limited
| | - | ----------------------------------------------------------------------------------------------------



| |  | Instrument of Transfer dated September 17, 2004 between Hutchison Telecommunications (Amsterdam) B.V. and Advent Investments Pte Ltd
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Agreement dated September 17, 2004 between Hutchison Telecommunications (Cyprus) Limited and Hutchison Telecommunications International Cayman
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Agreement dated September 17, 2004 between Hutchison Telecommunications International (Netherlands) B.V. and Hutchison Telecommunications (Cyprus) Limited
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Instrument of Transfer dated September 17, 2004 between Advent Investments Pte Ltd and Hutchison Telecommunications International (Netherlands) B.V.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Instrument of Transfer dated June 18, 2004 between Colonial Nominees Limited and Advent Investments Pte Ltd
| | - | -----------------------------------------------------------------------------------------------------------



| |  | Deposit Transfer Agreement dated September 17, 2004 under which Hutchison Telecommunications Limited transferred deposits deposited with it by Advent Investments Pte Ltd and Amber
International to Hutchison Telecommunications International Cayman
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Sale and Purchase Agreement dated September 22, 2004 under which Hutchison Telecommunications Limited sold 10 shares in Amber International to Hutchison Telecommunications
International Cayman
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loan Agreement dated September 22, 2004 between Hutchison Telecommunications International HK and Hutchison Telecommunications International Limited
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Sale and Purchase Agreement dated September 22, 2004 under which Hutchison Telecommunications Investment sold two shares in Hutchison Telecommunications International HK
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Share Purchase and Loan Transfer Agreement dated September 22, 2004 under which Hutchison Telecommunications Investment (1) sold one share in Hutchison Telecommunications
International Cayman and (2) transferred loans to Hutchison Telecommunications International Cayman to Hutchison Telecommunications International Limited
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Sale and Purchase Agreement dated September 17, 2004 under which HTHK Limited sold one share in Hutchison Mobile Communications Limited to Hutchison Telecommunications Limited
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Sale and Purchase Agreement dated September 17, 2004 under which HTHK Limited sold one share in Tegor Limited to Hutchison Telecommunications Limited
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The Transfer and Declaration of Trust Deed dated September 17, 2004 whereby Whampoa Holdings Limited transferred its beneficial interest in the Argentine Title, Rights and
Obligations
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

| |  | Sale and Purchase Agreement dated September 17, 2004 between Array Holdings Limited and Hutchison Telecommunications Limited
| | - | ----------------------------------------------------------------------------------------------------------------------------



|2. | Deed of Tax Indemnity dated September 24, 2004 between Hutchison Telecommunications Limited and Hutchison Telecommunications International Limited, in which we are indemnified for
any tax liability arising prior to the restructuring incurred by any of the companies transferred to us as part of the restructuring
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Non-Competition Agreement dated September 24, 2004 between Hutchison Telecommunications International Limited and Hutchison Whampoa pursuant to which the parties have agreed not to
compete with respect to telecommunications services in each partys defined territory
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | IPR Framework Agreement dated September 24, 2004 between Hutchison International and Hutchison Telecommunications International Limited, pursuant to which Hutchison International
agreed to procure that certain domain names, trademarks and other intellectual property rights owned by or licensed to the Hutchison Whampoa group are licensed to our group companies on a royalty-free basis
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. | Registration Rights Agreement dated September 24, 2004 among Hutchison Telecommunications Investment, Cheung Kong Holdings and Hutchison Telecommunications International Limited,
pursuant to which, among other things, Cheung Kong Holdings and Hutchison Telecommunications Investment may from time to time make a written request of us to register all or part of the shares held by each of them with the SEC for offer and sale to
the public under a registration statement
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. | Deed of Indemnity dated September 24, 2004 between Hutchison Whampoa and Hutchison Telecommunications International Limited, pursuant to which we agreed to indemnify relevant
members of the Hutchison Whampoa group against any liability incurred by any of them under the guarantees, indemnities and security provided in connection with our groups third-party borrowings
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7. | Acquisition Agreement dated January 28, 2004 among Hutchison Global Communications Holdings, Vanda and Hutchison International, pursuant to which Hutchison Global Communications
Holdings purchased all of the issued share capital of Hutchison Global Communications Investments Limited for consideration comprised of HK$3,900 million in the form of shares of Hutchison Global Communications Holdings and HK$3,200 million in the
form of a convertible note
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|8. | Shareholders Agreement dated April 9, 2004 between Multifaced Finstock Private Limited, CGP India Investments Limited and Telecom Investments (India) Private Limited regarding the
regulation of the affairs and management of Telecom Investments (India) Private Limited and setting out the relationship of its shareholders
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9. | Shareholders Agreement dated April 9, 2004 between Asian Telecommunication Investments (Mauritius) Limited, UMT Investments Limited and Usha Martin Telematics regarding the
regulation of the affairs and management of Usha Martin Telematics and setting out the relationship of its shareholders
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10. | ETH Pass-Through Agreement dated September 24, 2004 between HTI Holdings, Hutchison Whampoa and Hutchison Telecom (BVI) Limited, pursuant to which the Hutchison Whampoa groups
rights and obligations under a consolidation agreement, including the obligation to provide credit support and subrogation rights in respect of a share pledge, were passed through to our group
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|11. | Share Buy Back Agreement dated February 7, 2005 between Partner and Elbit, Polar, Eurocom, Matav Investments and Matav Cable, pursuant to which Partner agreed to buy back
approximately 33.3 million of its ordinary shares at a price of NIS32.2216 per share
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|12. | Restatement of the Relationship Agreement dated April 20, 2005 between Hutchison Telecommunications International (Netherlands) BV, Advent Investments Pte Ltd, Elbit, Polar,
Eurocom, Matav Investments, Matav Cable, and Tapuz setting out the rights and obligations of certain shareholders of Partner
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|13. | Share Pledge dated June 23, 2004 between Advent Investments Pte Ltd and Bank Leumi Le-Israel B.M., pursuant to which Advent Investments Pte Ltd pledged 9,871,066 ordinary shares of
Partner held by it to secure Partners obligations under a credit facility
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

|14. | Agreement for the Sale and Purchase of Shares of PT Cyber Access Communications dated March 9, 2005 between Hutchison Telecommunications International (Netherlands) B.V., Young
Crown Mobile Ltd, PT Asia Mobile and Asia Telecommunication Technology Ltd, as amended April 28, 2005, regarding the purchase by us of 60% of the issued share capital of Cyber Access Communications, the holder of a combined 2G and 3G mobile
telecommunications license in Indonesia, for a total consideration of US$120 million
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|15. | The following contracts were all entered into in connection with the consolidation of the Hutch India mobile telecommunications operators under an Indian holding company, Hutchison
Max, that was completed on February 1, 2005. For a further description of the restructuring, see Information on the CompanyBusiness ReviewOperating companies reviewIndiaOwnershipConsolidation.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Share Purchase Agreement dated February 1, 2005 between Essar, Vilsat Investments Private Limited and Hutchison Max, under which Vilsat Investments Private Limited sold its entire
shareholding in Hutchison Essar Telecom Limited in consideration for the issuance of shares representing 14.46% of Hutchison Maxs issued share capital
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Share Purchase Agreement dated February 1, 2005 between Al-Amin Investments Limited and Hutchison Max, under which Al-Amin Investments Limited sold its entire shareholding in
Hutchison Essar South Limited in consideration for the issuance of shares representing 4.65% of Hutchison Maxs issued share capital
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Share Purchase Agreement dated February 1, 2005 between Euro Pacific Securities Ltd and Hutchison Max, under which Euro Pacific Securities Ltd sold its entire shareholding in
Hutchison Essar Telecom Limited in consideration for the issuance of shares representing 0.77% of Hutchison Maxs issued share capital
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Share Purchase Agreement dated February 1, 2005 between IndusInd Telecom Network Limited and Hutchison Max, under which IndusInd Telecom Network Limited sold its entire shareholding
in Fascel Limited in consideration for the issuance of shares representing 5.11% of Hutchison Maxs issued share capital
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Share Purchase Agreement dated February 1, 2005 between Mobilvest and Hutchison Max under which Mobilvest sold its entire shareholding in Hutchison Essar Telecom Limited in
consideration for the issuance of shares representing 9.58% of Hutchison Maxs issued share capital
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Share Purchase Agreement dated February 1, 2005 between Usha Martin Telematics and Hutchison Max under which Usha Martin Telematics sold its entire shareholding in Fascel Limited in
consideration for the issuance of shares representing 3.58% of Hutchison Maxs issued share capital
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Share Purchase Agreement dated February 1, 2005 between Usha Martin Telematics and Hutchison Max, under which Usha Martin Telematics sold its entire shareholding in Hutchison
Telecom East Limited in consideration for the issuance of shares representing 5.84% of Hutchison Maxs issued share capital
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Share Purchase Agreement dated February 1, 2005 between Asia Telecommunications Investments (Mauritius) Limited and Hutchison Max, under which Asia Telecommunications Investments
(Mauritius) Limited sold its entire shareholding in Hutchison Telecom East Limited in consideration for the issuance of shares representing 5.61% of Hutchison Maxs issued share capital
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Share Purchase Agreement dated February 1, 2005 between CCII (Mauritius), Inc and Hutchison Max, under which CCII (Mauritius), Inc. sold its entire shareholding in Hutchison Essar
Telecom Limited in consideration for the issuance of shares representing 2.55% of Hutchison Maxs issued share capital
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Share Purchase Agreement dated February 1, 2005 between Essar and Hutchison Max, under which Essar sold its entire shareholding in Hutchison Telecom East Limited in consideration
for the issuance of shares representing 5.77% Hutchison Maxs issued share capital
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

| |  | Share Purchase Agreement dated February 1, 2005 between Jaykay Finholding (India) Private Limited and Hutchison Max, under which Jaykay Finholding (India) Private Limited sold its
entire shareholding in Hutchison Essar Telecom Limited in consideration for the issuance of shares representing 0.59% of Hutchison Maxs issued share capital
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Share Purchase Agreement dated February 1, 2005 between Prime Metals Ltd and Hutchison Max, under which Prime Metals Ltd sold its entire shareholding in Hutchison Essar Telecom
Limited in consideration for the issuance of shares representing 1.53% of Hutchison Maxs issued share capital
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Share Purchase Agreement dated February 1, 2005 between Trans Crystal Limited and Hutchison Max, under which Trans Crystal Limited sold its entire shareholding in Fascel Limited in
consideration for the issuance of shares representing 8.36% of Hutchison Maxs issued share capital
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



D. Exchange Controls



There are no exchange control regulations or currency restrictions in the Cayman Islands. No foreign exchange controls exist in Hong Kong and there is free flow of capital into and out of Hong Kong.



E. Taxation



The following discussion of the material Cayman Islands and Hong Kong tax and U.S. federal income tax consequences to which a holder of our
ADSs or ordinary shares may be subject is based upon laws and relevant interpretations thereof currently in effect, all of which are subject to change. This discussion does not address all possible tax considerations that may be relevant to a
decision to purchase, hold or sell our ADSs or ordinary shares, such as the tax consequences under U.S. state and local and other tax laws.



Cayman Islands



The Cayman Islands currently do not levy taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. You will not be
subject to Cayman Islands taxation on payments of dividends or upon the repurchase by us of your ordinary shares. In addition, you will not be subject to withholding tax on payments of dividends or distributions, including upon a return of capital,
nor will gains derived from the disposal of ordinary shares be subject to Cayman Islands income or corporation tax.



No Cayman Islands stamp duty will be payable by you in respect of the issue or transfer of ordinary shares. However, an instrument transferring title to an ordinary
share, if brought to or executed in the Cayman Islands, would be subject to Cayman Islands stamp duty. The Cayman Islands are not party to any double taxation treaties. There are no exchange control regulations or currency restrictions in the Cayman
Islands.



We have, pursuant to Section 6 of the Tax Concessions Law (1999
Revision) of the Cayman Islands, obtained an undertaking from the Governor-in-Council that:



| |  | no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation shall apply to us or our operations; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on our ordinary shares, debentures or other obligations.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



The undertaking that we have obtained is for a period of twenty years from March 23, 2004.



Hong Kong



The following summary of certain relevant taxation provisions under Hong Kong law is based
on current law and practice, is subject to changes therein and does not constitute legal or tax advice to you. The discussion does not deal with all possible tax consequences relating to purchasing, holding or selling our ADSs or ordinary shares.
Accordingly, holders or prospective purchasers (particularly those subject to special tax rules, such as banks, dealers, insurance companies, tax-exempt entities and holders of 10% or more of our voting share capital) should consult their own tax
advisers regarding the tax consequences of purchasing, holding or selling our ADSs and ordinary shares. There is no reciprocal tax treaty in effect between Hong Kong and the United States.



---

Tax on Dividends



Under the current practices of the Hong Kong Inland Revenue Department, no tax is payable in Hong Kong in respect of dividends paid by us.



Profits Tax



No profits tax is imposed in Hong Kong in respect of capital gains from the sale of property (such as the ADSs and ordinary shares). Trading
gains from the sale of property by persons carrying on a trade, profession or business in Hong Kong where the gains are derived from or arise in Hong Kong from the trade, profession or business will be chargeable to Hong Kong profits tax, which is
currently imposed at the rate of 17.5% on corporations and at a maximum rate of 16% on individuals and unincorporated businesses. Gains from sales of the ordinary shares effected on the Hong Kong Stock Exchange may be considered to be derived from
or arise in Hong Kong. Liability for Hong Kong profits tax may thus arise in respect of trading gains from sales of ADSs or ordinary shares realized by persons carrying on a business or trading or dealing in securities in Hong Kong.



There will be no liability for Hong Kong profits tax in respect of trading gains from the
sale of ADSs, where purchases and sales of ADSs are effected outside of Hong Kong,e.g. on the New York Stock Exchange.



Stamp Duty



The sale, purchase and transfer of ordinary shares on the Hong Kong branch register are subject to Hong Kong stamp duty. The current rate charged on each of the purchaser and the seller is 0.1% of the consideration
or, if greater, the fair value of the ordinary shares being sold or transferred. In addition, a fixed duty of HK$5 is currently payable on any instrument of transfer of ordinary shares. The withdrawal of ordinary shares upon the surrender of ADSs,
and the issuance of ADSs upon the deposit of ordinary shares, may be subject to Hong Kong stamp duty at the rate described above for sale and purchase transactions, unless the withdrawal or deposit does not result in a change in the beneficial
ownership of the ordinary shares under Hong Kong law. The issuance of the ADSs upon the deposit of ordinary shares issued directly to the depositary or for the account of the depositary should not lead to a Hong Kong stamp duty liability. No Hong
Kong stamp duty is payable upon the transfer of ADSs outside Hong Kong.



Estate Duty



The ordinary shares on the Hong Kong branch
register are Hong Kong property under Hong Kong law, and accordingly the ordinary shares may be subject to estate duty on the death of the beneficial owner of the ordinary shares (regardless of the place of the owners residence, citizenship or
domicile). We cannot assure you that the Hong Kong Inland Revenue department will not treat the ADSs as Hong Kong property that may be subject to estate duty in the event of death of the beneficial owner of the ADSs. Hong Kong estate duty is imposed
on a progressive scale from 5% to 15%. The rate of and the threshold for estate duty has, in the past, been adjusted on a fairly regular basis. No estate duty is payable when the aggregate value of the dutiable estate does not exceed HK$7.5 million,
and the maximum rate of duty of 15% applies when the aggregate value of the dutiable estate exceeds HK$10.5 million.



United States Federal Income Taxation



U.S. Holders



This summary describes certain material U.S. federal income tax consequences for a U.S. Holder (as defined below) of acquiring, owning and disposing of the ADSs or ordinary shares. This summary applies only to U.S.
Holders that will hold the ADSs or ordinary shares as capital assets for tax purposes. This summary does not apply to a U.S. Holder subject to special rules, such as:



| |  | a dealer in securities or currencies;
| | - | -------------------------------------



| |  | a trader in securities that elects to use a mark-to-market method of accounting for securities holdings;
| | - | --------------------------------------------------------------------------------------------------------



| |  | a bank;
| | - | -------



| |  | a life-insurance company;
| | - | -------------------------



| |  | a tax-exempt organization;
| | - | --------------------------



| |  | a person that holds ADSs or ordinary shares as part of a hedge, straddle or conversion transaction for tax purposes;
| | - | --------------------------------------------------------------------------------------------------------------------



---

| |  | a person whose functional currency for tax purposes is not the U.S. dollar; or
| | - | ------------------------------------------------------------------------------



| |  | a person that owns or is deemed to own 10% or more of any class of our stock.
| | - | -----------------------------------------------------------------------------



This summary is based on the United States Internal Revenue Code of 1986, as amended (the Code), its legislative history, existing and proposed regulations
promulgated thereunder, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. Accordingly, holders and prospective purchasers should consult their own tax advisers
concerning the U.S. federal, state, local and other national tax consequences of purchasing, owning and disposing of ADSs or ordinary shares in light of their particular circumstances.



For purposes of this summary, a U.S. Holder is a beneficial owner of an ordinary share or ADS that is:



| |  | a citizen or resident of the United States;
| | - | -------------------------------------------



| |  | a U.S. domestic corporation; or
| | - | -------------------------------



| |  | otherwise subject to U.S. federal income tax on a net income basis with respect to income from the ordinary shares or ADSs.
| | - | ---------------------------------------------------------------------------------------------------------------------------



For U.S. tax consequences to a holder that is not a U.S. person for U.S. federal income tax
purposes (a non-U.S. Holder), see the discussion below under Non-U.S. Holders.



Holders of ADSs will be treated for U.S. federal income tax purposes as holding the ordinary shares represented by the ADSs. No gain or loss will be recognized upon the exchange of ordinary shares for ADSs or an
exchange of ADSs for ordinary shares. References below to ordinary shares should be understood to refer as appropriate to ordinary shares that are held directly, as well as those ordinary shares the ownership of which is represented by ADSs.



Distributions



Distributions paid with respect to the ordinary shares to the extent of our current and
accumulated earnings and profits as determined under U.S. federal income tax principles (Taxable Dividends) will be taxed as ordinary income at the time of the receipt of such amounts by the U.S. Holder. Taxable Dividends will be foreign
source income and will not be eligible for the dividends-received deduction available to domestic corporations. To the extent amounts paid as distributions on ordinary shares exceed our current and accumulated earnings and profits, these amounts
will not be Taxable Dividends but instead will be treated first as a tax-free return of capital reducing the U.S. Holders basis in the ordinary shares until such basis is reduced to zero, and then as gain from the sale of the U.S.
Holders ordinary shares. This reduction in a U.S. Holders basis in the ordinary shares would increase any capital gain, or reduce any capital loss, realized by the U.S. Holder upon the subsequent sale, redemption or other taxable
disposition of the ordinary shares.



For taxable years beginning after December
31, 2002 and before January 1, 2009 (provided that certain holding period requirements are met and subject to other conditions and limitations), dividends received by U.S. Holders that are individuals generally will be taxed at the preferential tax
rates applicable to long-term capital gains. However, these lower rates will not apply to a Taxable Dividend if we are a passive foreign investment company (PFIC) for U.S. federal income tax purposes in our taxable year in which such
Taxable Dividend is paid, or were a PFIC in our preceding taxable year. Based on our audited financial statements and relevant market and shareholder data, we believe that we were not a PFIC for U.S. federal income tax purposes with respect to our
2004 taxable year. In addition, based on our audited financial statements and current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market data, we do not anticipate becoming a PFIC for
our 2005 taxable year, although we can provide no assurances in this regard. You should consult your own tax advisor regarding the availability of the reduced dividend rate in light of your own particular circumstances.



Taxable Dispositions



Upon a sale, exchange, or other taxable disposition of ordinary shares, a U.S. Holder will generally recognize gain or loss for federal
income tax purposes in an amount equal to the difference between (1) the sum of the amount of cash and the fair market value of any property received and (2) the U.S. Holders tax basis in the ordinary shares that are disposed of. Such gain or
loss generally will be long-term capital gain or loss if the U.S. Holder has held the ordinary shares for more than one year. Net long-term capital gain recognized by an individual U.S. Holder is generally subject to taxation at lower rates than
short-term capital gain or ordinary income. The deductibility of capital losses is subject to limitations. Any gain generally will be treated as U.S. source income.



---

Non-U.S. Holders



Any dividends received on ordinary shares and any gain realized on sale or exchange of ordinary shares by a non-U.S. Holder generally will be exempt from U.S. federal
income tax, including withholding tax. However, to receive this exemption a non-U.S. Holder may be required to satisfy certain certification requirements of the Internal Revenue Service to establish that it is not a U.S. person. See
Information Reporting and Backup Withholding below.



A
non-U.S. Holder may be subject to U.S. federal income taxes on any dividends received on ordinary shares and on any gain realized on the sale or exchange of ordinary shares if it has an office, fixed place of business or a tax home in the United
States or certain other conditions exist.



Information Reporting and Backup
Withholding



Dividends on ordinary shares, and payments of the proceeds of
a sale of ordinary shares, paid within the United States or through certain U.S. related financial intermediaries, are subject to information reporting and may be subject to backup withholding unless the holder (1) is a corporation or other exempt
recipient or (2) provides a taxpayer identification number and certifies that no loss or exemption from back-up withholding has occurred. Non-U.S. Holders generally are not subject to information reporting or back-up withholding. However, such a
non-U.S. Holder may be required to provide a certification as to its non-U.S. status in connection with payments received within the United States or through certain U.S. related financial intermediaries.



F. Dividends and Paying Agents



Not Applicable



G. Statement by Experts



Not Applicable



H. Documents on Display



We file
reports, including annual reports on Form 20-F, and other information with the Securities and Exchange Commission pursuant to the rules and regulations of the Securities and Exchange Commission that apply to foreign private issuers.



You may read and copy any materials that we filed or furnished, or will file with or furnish
to, the Securities and Exchange Commission at its public reference rooms located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference
rooms. Any filings that we make electronically will be available to the public atwww.sec.gov.



A summary of the significant ways in which our corporate governance practices, as a foreign private issuer, differ from those followed by U.S. domestic companies under the listing standards of the New York Stock
Exchange, is set forth in the Corporate Governance section of our website at www.htil.com.



I. Subsidiary Information



Not
Applicable



---

SIGNATURES



The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this
annual report on its behalf.



Date: July 31, 2005



HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LIMITEDBy:

/s/  Tim L. PenningtonName:

Tim L. PenningtonTitle:

Executive Director and Chief Financial Officer