Consent Letter to the Substitution of Borrowers



 Exhibit 4.11 
  
 [English Translation] 
  
 Consent Letter to the Substitution Of Borrowers 
 Under The Consigned Loan Contract 
  
 Feb
13th 2004 
  
 TO: Beijing Chang’an Sub-branch of Industrial and Commercial Bank of China 
  

Please refer to the Consigned Loan Contract (hereinafter refers to the Consigned Loan Contract) entered into between China Mobile Communications
Corporation (hereinafter “CMCC”) as consigner, Beijing Chang’an Sub-branch of Industrial and Commercial Bank of China (hereinafter refers to the Banker) as consignee and Neimenggu Communication Service Company (hereinafter “the
Service Company”) (formerly known as Neimenggu Mobile Communication Company) as borrower, set out in the appendix to this letter. The purpose of this letter is to notify you of a substitution of borrower under the Consigned Loan Contract.

  
 The Service Company is a wholly-owned subsidiary of CMCC. As a
state-authorized investment organization and state-owned experimental enterprise, CMCC intends to conduct an asset restructuring among its telecommunications service companies, namely, to inject the assets, liabilities and interests of the Service
Company in relation to mobile telecommunications operations, in the name of CMCC, into Neimenggu Mobile Communication Company Limited (hereinafter “Neimenggu Mobile”), a newly established wholly-owned subsidiary of CMCC, after the
appraisal and approval of the Commission of the State-owned Assets Supervision and Administration of the State Council. Upon the completion of the reconstruction, Neimenggu Mobile will be mainly engaged in mobile telecommunications operations while
the Service Company mainly deals with communication services and other related businesses. China Mobile (Hong Kong) Limited intends to acquire the ten mobile telecommunications companies including Neimenggu Mobile from CMCC (hereinafter “the
Acquisition”). 
  
 Subject to the aforesaid assets
reconstruction, from the date when the mobile telecommunications related assets, operations and liabilities and interests are injected into Neimenggu Mobile (that is the date when the Asset Injection Agreement is executed by CMCC, Neimenggu Mobile
and the Service Company, hereinafter as the “Injection Effective Date”), the borrower under the terms and conditions of the Consigned Loan Contract as stated in the attachment to this letter, will be changed from the Service Company to
Neimenggu Mobile. 
  
 CMCC, the Service Company and Neimenggu
Mobile hereby consent and confirm that, (i) from the Injection Effective Date, Neimenggu Mobile shall replace the Service Company and continue to perform the Consigned Loan Contract in accordance with the terms and conditions of the Consigned Loan
Contract as originally executed (the accumulative liabilities and responsibilities before the Injection Effective Date will also be assumed by Neimenggu Mobile); (ii) if 







 Neimenggu Mobile will be changed into a foreign-invested enterprise in accordance with relevant laws and regulations, it
will continue performing the Consigned Loan Contract as listed in the appendix to this letter in accordance with its terms and conditions as originally executed. 
  
 CMCC, the Service Company and Neimenggu Mobile hereby consent and confirm that this letter shall not be performed in the
event that the following conditions are not satisfied: (i) China Mobile (Hong Kong) Limited has obtained the waiver from the Stock Exchange of Hong Kong Limited (hereinafter “the Stock Exchange”) with regard to the constitution of the
transaction under the Consigned Loan Contract as a connected transaction under the Listing Rules of the Stock Exchange, or the Consigned Loan Contract has been approved by the independent shareholders of China Mobile (Hong Kong) Limited; and (ii)
the completion of the Acquisition by China Mobile (Hong Kong) Limited. 
  
 In accordance with legal requirements, any information about the relevant restructuring and Acquisition shall not be disclosed before the completion of the aforesaid restructuring and Acquisition. The Banker shall keep in strictest
confidence the issues raised in this letter. 
  
 This letter is
executed in five (5) original counterparts. Please execute and return three (3) original copies before 27 February 2004. Thank you for your cooperation. 
  

			
	 Legal representative or its authorized person
	    	 /s/ ZHANG Ligui


	 For and on behalf of
	    	 
	 China Mobile Communications Corporation (Seal)
	    	 
		
	 Legal representative or its authorized person
	    	 /s/ YANG Quangui


	 For and on behalf of
	    	 
	 Neimenggu Communication Service Company (Seal)
	    	 
		
	 Legal representative or its authorized person
	    	 /s/ LIU Xuefeng


	 For and on behalf of
	    	 
	 Neimenggu Mobile Communication Company Limited (Seal)
	    	 

  
 Feb [·] 2004 
  
 We hereby consent and confirm that: 
  

	 	(1)	From the Injection Effective Date, Neimenggu Mobile shall replace the Service Company and independently and fully perform the Consigned Loan Contract in accordance with the terms
and conditions of the Consigned Loan Contract as originally executed (the accumulative liabilities and responsibilities before the Injection Effective Date will also be assumed by Neimenggu Mobile). 

  

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	 	(2)	In the event that Neimenggu Mobile changes into a foreign-invested enterprise in accordance with relevant laws and regulations, the Consigned Loan Contract between Neimenggu Mobile
and the Banker as list out in the appendix to this letter will remain effective and no other consent should be required to obtain from the Banker by Neimenggu Mobile. 

  

	 	(3)	Despite the aforesaid agreements, this letter shall not be performed in the event that the following conditions are not satisfied: (i) China Mobile (Hong Kong) Limited has obtained
the waiver from the Stock Exchange with regard to the constitution of the transaction under the Consigned Loan Contract as a connected transaction under the Listing Rules of the Stock Exchange; or the Consigned Loan Contract has been approved by the
independent shareholders of China Mobile (Hong Kong) Limited; and (ii) the completion of the Acquisition by China Mobile (Hong Kong) Limited. 

  

			
	 Legal representative or its authorized person
	    	 /s/ JI Guang Heng


	 For and on behalf of
	    	 
	 Beijing Chang’an Sub-branch of Industrial and
 Commercial Bank of China (Seal)
	    	 

  
 Appendix: List of Consigned Loan
Contract 
  

													
	 No.

	  	Contract No.

	  	Date of
Borrowing

	  	Amount

	  	Outstanding
Amount

	  	Term of
Contract

	  	Date of
Repayment


	 1
	  	Year 2003,
No.013	  	2003.7.8	  	800,000,000	  	600,000,000	  	1 Year	  	2004.7.7
	 	  	
	  	
	  	
	  	
	  	
	  	

	 Total
	  	—  	  	—  	  	800,000,000	  	600,000,000	  	—  	  	—  
	 	  	
	  	
	  	
	  	
	  	
	  	


  

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 Schedule to Exhibit 4.11 
  
 Pursuant to Instruction 2 to Item 601 of Regulation S-K under the Securities Act of 1933, as amended, the following is a
schedule of documents substantially identical in all material respects except as to the parties thereto and the annex of the list of consigned loan contracts from the document filed as Exhibit 4.11. 
  

			
	 Exhibit 4.11 Filed

		
	 Agreement:
	 	 Consent Letter to the Substitution of Borrowers Under The Consigned Loan Contract

	 Date:
	 	 February 13, 2004

	 Party A:
	 	 China Mobile Communications Corporation

	 Party B:
	 	 Neimenggu Communication Service Company

	 Party C:
	 	 Neimenggu Mobile Communication Company Limited

	 Party D:
	 	 Beijing Chang’an Sub-branch of Industrial and Commercial Bank of China

	
	 Agreements Substantially Identical to Exhibit 4.11 and Omitted

		
	 Agreement:
	 	 Consent Letter to the Substitution of Borrowers Under The Consigned Loan Contract

	 Date:
	 	 February 13, 2004

	 Party A:
	 	 China Mobile Communications Corporation

	 Party B:
	 	 Jilin Communication Service Company

	 Party C:
	 	 Jilin Mobile Communication Company Limited

	 Party D:
	 	 Beijing Chang’an Sub-branch of Industrial and Commercial Bank of China

		
	 Agreement:
	 	 Consent Letter to the Substitution of Borrowers Under The Consigned Loan Contract

	 Date:
	 	 February 13, 2004

	 Party A:
	 	 China Mobile Communications Corporation

	 Party B:
	 	 Heilongjiang Communication Service Company

	 Party C:
	 	 Heilongjiang Mobile Communication Company Limited

	 Party D:
	 	 Beijing Chang’an Sub-branch of Industrial and Commercial Bank of China

		
	 Agreement:
	 	 Consent Letter to the Substitution of Borrowers Under The Consigned Loan Contract

	 Date:
	 	 February 13, 2004

	 Party A:
	 	 China Mobile Communications Corporation

	 Party B:
	 	 Guizhou Communication Service Company

	 Party C:
	 	 Guizhou Mobile Communication Company Limited

	 Party D:
	 	 Beijing Chang’an Sub-branch of Industrial and Commercial Bank of China


  

 4 









			
	 Agreement:
	 	 Consent Letter to the Substitution of Borrowers Under The Consigned Loan Contract

	 Date:
	 	 February 13, 2004

	 Party A:
	 	 China Mobile Communications Corporation

	 Party B:
	 	 Gansu Communication Service Company

	 Party C:
	 	 Gansu Mobile Communication Company Limited

	 Party D:
	 	 Beijing Chang’an Sub-branch of Industrial and Commercial Bank of China

		
	 Agreement:
	 	 Consent Letter to the Substitution of Borrowers Under The Consigned Loan Contract

	 Date:
	 	 February 13, 2004

	 Party A:
	 	 China Mobile Communications Corporation

	 Party B:
	 	 Qinghai Communication Service Company

	 Party C:
	 	 Qinghai Mobile Communication Company Limited

	 Party D:
	 	 Beijing Chang’an Sub-branch of Industrial and Commercial Bank of China

		
	 Agreement:
	 	 Consent Letter to the Substitution of Borrowers Under The Consigned Loan Contract

	 Date:
	 	 February 13, 2004

	 Party A:
	 	 China Mobile Communications Corporation

	 Party B:
	 	 Ningxia Communication Service Company

	 Party C:
	 	 Ningxia Mobile Communication Company Limited

	 Party D:
	 	 Beijing Chang’an Sub-branch of Industrial and Commercial Bank of China

		
	 Agreement:
	 	 Consent Letter to the Substitution of Borrowers Under The Consigned Loan Contract

	 Date:
	 	 February 13, 2004

	 Party A:
	 	 China Mobile Communications Corporation

	 Party B:
	 	 Xinjiang Communication Service Company

	 Party C:
	 	 Xinjiang Mobile Communication Company Limited

	 Party D:
	 	 Beijing Chang’an Sub-branch of Industrial and Commercial Bank of China


  

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