Exhibit 4(pp)




                            Dated 28th October, 2004



               (1)  ASIAN MOTION LIMITED



               (2)  PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED




              -----------------------------------------------------
                             SUBSCRIPTION AGREEMENT
                                   relating to
                            shares in the capital of
                  PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED
              -----------------------------------------------------







                                                      RICHARDS BUTLER
                                                      20/F, Alexandra House
                                                      16-20 Chater Road
                                                      Central
                                                      Hong Kong
<PAGE>


THIS AGREEMENT is dated 28th October, 2004 and made
BETWEEN:

1.   ASIAN MOTION LIMITED, a company incorporated in the British Virgin Islands
     and whose registered office is at P.O. Box 957, Offshore Incorporations
     Centre, Road Town, Tortola, British Virgin Islands (the "Subscriber"); and

2.   PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED, a company incorporated in
     Bermuda and whose principal place of business in Hong Kong is at 8th Floor,
     Cyberport 2, 100 Cyberport Road, Hong Kong (the "Company").


WHEREAS:

(A)  the Subscriber is the beneficial owner of 1,411,333,335 Shares and the
     Subscriber has agreed to appoint the Placing Agent (as defined below) as
     placing agent for the purpose of procuring, as agent of the Subscriber,
     purchasers for the Placing Shares (as defined below) on the terms and
     subject to the conditions set out in the Placing Agreement; and

(B)  the Company has agreed to issue, and the Subscriber has agreed to subscribe
     for, the Subscription Shares subject to and on the terms set out in this
     Agreement


THE PARTIES AGREE THAT:

1.   INTERPRETATION

1.1  Definitions: In this Agreement and the Introduction:

     "Accounts"             the audited consolidated profit and loss accounts of
                            the Property Group for the financial year ended on
                            the Accounts Date and the audited consolidated
                            balance sheet of the Property Group as at the
                            Accounts Date, both as set out in Appendix I of the
                            circular issued by the Company dated 2nd April,
                            2004;

     "Accounts Date"        31st December, 2003;

     "Announcement"         the press announcement in the agreed form proposed
                            to be issued by the Company and PCCW Limited jointly
                            in substantially such form immediately following the
                            execution of this Agreement;

     "Associates"           the meaning given to that term in the Listing Rules;

     "Business Day"         any day (excluding a Saturday) on which banks
                            generally are open for business in Hong Kong;


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     "CCASS"                the Central Clearing and Settlement System operated
                            by Hong Kong Securities Clearing Company Limited;

     "Companies Ordinance"  the Companies Ordinance (Cap. 32 of the Laws of Hong
                            Kong);

     "Group"                the Company and its Subsidiaries and the expression
                            "member of the Group" shall be construed
                            accordingly;

     "HK$"                  Hong Kong currency;

     "Hong Kong"            the Hong Kong Special Administrative Region of the
                            People's Republic of China;

     "Listing Rules"        the Rules Governing the Listing of Securities on The
                            Stock Exchange of Hong Kong Limited;

     "Placee"               any institutional investor procured by the Placing
                            Agent to purchase any of the Placing Shares pursuant
                            to the Placing Agent's obligations under the Placing
                            Agreement;

     "Placing"              the offer by way of a private placing of the Placing
                            Shares procured by the Placing Agent to selected
                            investors on the terms and subject to the conditions
                            set out in the Placing Agreement;

     "Placing Agreement"    the placing agreement between the Subscriber and the
                            Placing Agent of even date in respect of the placing
                            of the Placing Shares at the Placing Price;

     "Placing Agent"        Lehman Brothers Asia Limited;

     "Placing Completion    1st November, 2004 or such other date as the
     Date"                  Subscriber and the Placing Agent shall agree in
                            writing;

     "Placing Price"        the price of HK$2.18 per Placing Share;

     "Placing Shares"       118 million Shares;

     "Property Group"       has the meaning ascribed thereto in the circular
                            issued by the Company dated 2nd April, 2004

     "Regulation S"         Regulation S under the US Securities Act;

     "Shares"               fully paid ordinary shares of HK$0.10 each in the
                            capital of the Company;

     "SFC"                  the Securities and Futures Commission of Hong Kong;

     "Stock Exchange"       The Stock Exchange of Hong Kong Limited;


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     "Subscription"         the subscription by the Subscriber for the
                            Subscription Shares on the terms and subject to the
                            conditions set out in this Agreement;

     Subscription           the Business Day immediately after the date upon
     Completion Date"       which the last of the conditions set out in Clause
                            2.2 shall have been satisfied provided that the
                            Subscription Completion Date shall not be later tha
                            the date falling 14 days from the date of this
                            Agreement or such later time and/or date as the
                            Company and the Subscriber may agree in writing,
                            such agreement not to be unreasonably withheld or
                            delayed and subject to compliance in full with the
                            connected transaction requirements of the Listing
                            Rules;

     "Subscription
     Completion"            the meaning given to that term in Clause 2.5;

     "Subscription Price"   HK$2.18 per Subscription Share;

     "Subscription Shares"  118 million new Shares;

     "Subsidiary"           has the same meaning as in Section 2 of the
                            Companies Ordinance;


     "United States"        has the meaning given in Regulation S; and

     "US Securities Act"    the United States Securities Act of 1933, as
                            amended.

1.2  Agreed Form: Any reference to a document being "in the agreed form" means
     in the form of a document or and the draft thereof signed for
     identification on behalf of the Subscriber and the Company with (in the
     case of a draft) such alterations (if any) as may be agreed between the
     Subscriber and the Company.

1.3  Reference: References in this Agreement to persons include references to
     bodies corporate and references to the singular include references to the
     plural and vice versa. References to "Clauses" are references to the
     clauses of this Agreement.

1.4  Headings: Headings are inserted for convenience only and shall not affect
     the interpretation of this Agreement.


2.   SUBSCRIPTION

2.1  Subscription: subject to the fulfilment of the conditions set out in Clause
     2.2, the Subscriber agrees to subscribe as principal for the Subscription
     Shares and the Company agrees to issue the Subscription Shares at the
     Subscription Price on the Subscription Completion Date free from all liens,
     charges and encumbrances together with all rights attaching to them,
     including the right to receive all dividends declared, made or paid, on and
     after the Subscription Completion Date.


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<PAGE>


2.2  Conditions: Completion of the Subscription is conditional upon:

     (a)  the Stock Exchange granting listing of and permission to deal in the
          Subscription Shares;

     (b)  the Bermuda Monetary Authority approving the issue of the Subscription
          Shares (if required); and

     (c)  completion of the Placing having occurred pursuant to the terms of the
          Placing Agreement.

2.3  Fulfilment: The Company and the Subscriber shall each use their respective
     best endeavours to procure the fulfilment of the conditions set out in
     Clause 2.2 and in particular shall furnish such information, supply such
     documents, pay such fees, give such undertakings and do all such acts and
     things as may reasonably be required by each other, the SFC and/or the
     Stock Exchange in connection with the fulfilment of such conditions.

2.4  Non-Fulfilment: If the conditions set out in Clause 2.2 are not fulfilled
     on or prior to 30th November, 2004 or such later date as may be agreed in
     writing between the Company and the Subscriber, the obligations of the
     Company and the Subscriber under this Clause 2 shall terminate and neither
     of the parties shall have any claim against the others for costs, damages,
     compensation or otherwise in respect of the Subscription.

2.5  Completion: Subject to the fulfilment of the conditions set out in Clause
     2.2, completion of the Subscription ("Subscription Completion") shall take
     place at the office of the Company at or before 4:00 p.m. on the
     Subscription Completion Date or such other time as the Company and the
     Subscriber may agree in writing (subject to compliance with the Listing
     Rules) all but not some only of the following business shall be transacted:

     (a)  the Company shall :

          (i)  allot and issue to the Subscriber or its nominee the Subscription
               Shares and shall promptly thereafter register the Subscriber or
               its nominee as the holder of the Subscription Shares and shall
               cause to be delivered to the Subscriber definitive certificates
               of title in respect of the Subscription Shares in the name of the
               Subscriber or its nominee; and

          (ii) deliver to the Subscriber certified copies of the resolutions of
               the board of directors of the Company allotting the Subscription
               Shares pursuant to Clause 2.5(a)(i); and

          (b)  the Subscriber shall make or procure the making of payment in
               Hong Kong dollars for value on the Subscription Completion Date
               to the Company of the aggregate Subscription Price of the
               Subscription Shares less the expenses properly incurred by it in
               connection with the Subscription and the Placing to the bank
               account nominated for the purpose by the Company (such nomination
               being made) not less than 2:00 pm on the Subscription Completion
               Date or in such other manner as may be agreed between the
               parties, which shall constitute a

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<PAGE>


          complete discharge of the Subscriber's obligations in respect thereof.

3.   WARRANTIES AND UNDERTAKINGS

3.1  Company Warranties: In consideration of the Subscriber entering into this
     Agreement and agreeing to perform its obligations hereunder to, the Company
     hereby represents, warrants and undertakes to the Subscriber as follows:

     (a)  the Subscription Shares will when issued be fully paid up, rank pari
          passu in all respects with the existing Shares then in issue, include
          the right to receive all dividends and distributions which may be
          declared made or paid after the Subscription Completion Date and be
          free and clear of all liens, encumbrances, equities or other third
          party rights;

     (b)  all statements of fact contained in the Announcement are true and
          accurate in all material respects and not misleading in any material
          respect in the context of the Subscription and the Placing and all
          statements of opinion, intention or expectation of the directors of
          the Company in relation to the Company or any of its Subsidiaries
          contained therein are truly and honestly held and have been made after
          due and careful consideration and there is no other fact or matter
          omitted therefrom the omission of which would make any statement
          therein misleading in any material respect or which is otherwise
          material in the context of the Subscription and the Placing;

     (c)  the Accounts:

          (i)  have been prepared on a recognised and consistent basis and in
               accordance with generally accepted accounting principles,
               standards and practice in Hong Kong;

          (ii) comply in all material respects with all applicable ordinances,
               statutes and regulations and show a true and fair view of the
               state of affairs of the Property Group and of its results for the
               period in question;

         (iii) are not affected by any unusual or non-recurring items and do
               not include transactions not normally undertaken by the relevant
               member of the Property Group (save as disclosed in the said
               accounts); and

          (iv) make adequate provision for all taxation whether in Hong Kong or
               any other part of the world in respect of all accounting periods
               ended on or before the respective date for which the relevant
               member of the Property Group was then or might at any time
               thereafter become or have been liable;

     (d)  since the Accounts Date, there has been no material adverse change in
          the Property Group's condition, financial or otherwise, or the
          earnings, business affairs or business prospects (whether or not
          arising in the ordinary course of business) and no event has occurred
          which in the reasonable opinion of the


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<PAGE>


          Company may give rise to a material adverse change in such position in
          the foreseeable future;

     (e)  (i) none of the Company nor any of its affiliates (as defined in Rule
          501(b) of Regulation D) nor any person acting on its or their behalf
          has engaged or will engage in any directed selling efforts (as defined
          in Regulation S under the US Securities Act) with respect to the
          Placing Shares; (ii) the Company, its affiliates and any person (other
          than the Placing Agent) acting on its or their behalf have complied
          with and will comply with the offering restrictions requirement of
          Regulation S under the US Securities Act; and (iii) the Company is a
          "foreign issuer" as such term is defined in Rule 902 under the US
          Securities Act and is not subject to the reporting requirements of the
          US Exchange Act provided that no warranty is given by the Company in
          connection with Subscriber or its affiliates (other than the members
          of the Group);

     (f)  neither the Company nor any of its affiliates nor any person acting on
          its or their behalf has offered or sold, or will offer or sell, any
          securities under circumstances that would require the registration of
          any of the Placing Shares under the US Securities Act; neither the
          Company nor any of its affiliates nor any person acting on its or
          their behalf has engaged or will engage in any form of general
          solicitation or general advertising within the meaning of Regulation D
          in connection with the offer or sale of the Placing Shares in the
          United States provided that no warranty is given by the Company in
          connection with Subscriber or its affiliates (other than the members
          of the Group); and

     (g)  the Company is required to register as an investment company as
          defined in the United States Investment Company Act of 1940 and will
          not become an open-end investment company, unit investment trust or
          closed-end investment company that is required to be registered under
          Section 8 of such Act.

3.2  Warranties repeated: The representations and warranties set out in Clause 3
     are given as at the date hereof and shall be deemed to be repeated by the
     Company as at the Subscription Completion Date as if given or made at such
     time, with reference in each case to the facts and circumstances then
     subsisting. The Company undertakes up to and until completion of this
     Agreement or its earlier termination to notify the Subscriber of any matter
     or event coming to its attention prior to the Subscription Completion Date
     which would or would reasonably be considered to render or have rendered
     any of the representations and warranties made by it set out in Clause 3.1
     untrue, inaccurate or misleading in any material respect. The Company shall
     not, and shall use its reasonable endeavours to procure that no member of
     the Group shall, at any time prior to or on the Subscription Completion
     Date do or omit to do anything which may cause any of the representation
     and warranties made by the Company and set out in Clause 3.1 to be untrue
     in any material respect.

3.3  Subscriber Warranties: The Subscriber hereby represents, warrants and
     undertakes to the Company that (a) the Subscriber has the necessary power
     and authority and has obtained all necessary consents to enable it to sell
     the Placing Shares under the Placing Agreement and (b) this Agreement
     constitutes valid and legally binding and enforceable obligations of the
     Subscriber.


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<PAGE>



3.4  No merger: The foregoing provisions of this Clause 3 shall remain in full
     force and effect notwithstanding completion of the Subscription.

3.5  Undertaking by the Subscriber: The Subscriber undertakes to accept the
     Subscription Shares subject to the constitutional documents of the Company
     and (subject to and conditional upon Subscription Completion) to pay to the
     Company any interest accrued on the net proceeds from the Placing for the
     period commencing on the Placing Completion Date and ending on the
     Subscription Completion Date.


4.   GENERAL

4.1  Announcements: Save for the Announcement and save as required by law or by
     the Stock Exchange or the SFC, each party hereby undertakes to use its best
     endeavours to procure that no public announcement or communication to the
     press, the Stock Exchange or the shareholders of the Company concerning the
     Company and/or its Subsidiaries which is material in relation to the
     Subscription shall be made by or on behalf of the Company between the date
     hereof and the Subscription Completion Date without prior written approval
     from the other party hereto as to the content, timing and manner of making
     thereof, such approval not to be unreasonably withheld or delayed.

4.2  Time of the essence: Any time, date or period mentioned in this Agreement
     may be extended by mutual agreement between the Subscriber and the Company
     but, as regards any time, date or period originally fixed or any date or
     period so extended as aforesaid, time shall be of the essence.

4.3  Waiver: No failure or delay by any party in exercising any right, power or
     remedy under this Agreement shall operate as a waiver thereof, nor shall
     any single or partial exercise of the same preclude any further exercise
     thereof or the exercise of any other right, power or remedy. Without
     limiting the foregoing, no waiver by any party of any breach of any
     provision hereof shall be deemed to be a waiver of any subsequent breach of
     that or any other provision hereof.

4.4  Assignment: No party hereto shall assign any of its rights under this
     Agreement (all of which shall be incapable of assignment) or purport to do
     so unless agreed by the other party hereto. This Agreement shall be binding
     on and enure for the benefit of each party's successors and permitted
     assigns.

4.5  Counterparts: This Agreement may be executed in any number of counterparts
     by the party hereto on separate counterparts, each of which when executed
     shall constitute an original and all of which when taken together shall
     constitute one and the same document.

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5.   NOTICES

5.1  Notices: All notices delivered hereunder shall be in writing in the English
     language and shall be communicated to the following addresses :-

     If to the Subscriber :

     39th Floor, PCCW Tower
     TaiKoo Place
     979 King's Road, Quarry Bay
     Hong Kong

     Fax no.:   (852) 2962 5725
     Attention: Company Secretary

     If to the Company :

     8th Floor, Cyberport 2
     100 Cyberport Road
     Hong Kong

     Fax no.:   2989 6268
     Attention: Company Secretary


5.2  Deemed service: Any such notice shall be served either by hand or by
     facsimile. Any notice shall be deemed to have been served, if served by
     hand, when delivered and if sent by facsimile, on receipt of confirmation
     of transmission. Any notice received on a day which is not a Business Day
     shall be deemed to be received on the next Business Day.


6.   GOVERNING LAW

6.1  Hong Kong Law: This Agreement is governed by and shall be construed in
     accordance with the laws of Hong Kong for the time being in force and the
     parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
     of the Hong Kong courts in connection herewith.

6.2  Subscriber's service agent: The Subscriber irrevocably appoints PCCW
     Secretaries Limited of 39th Floor, PCCW Tower, TaiKoo Place, 979 King's
     Road, Quarry Bay, Hong Kong as its process agent to receive on its behalf
     service of process of any proceedings in Hong Kong. If for any reason the
     process agent ceases to be able to act as process agent or no longer has an
     address in Hong Kong, the Subscriber irrevocably agrees to appoint a
     substitute process agent with an address in Hong Kong acceptable to the
     Company and to deliver to the Company a copy of the substitute process
     agent's acceptance of that appointment within 30 days. In the event that
     the Subscriber fails to appoint a substitute process agent, it shall be
     effective service for the Company to serve the process upon the last known
     address in Hong Kong of the last known process agent for that Subscriber
     notified to the Company notwithstanding that such process agent is

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<PAGE>


     no longer found at such address or has ceased to act provided that a copy
     of the proceedings is also sent to that the Subscriber's current registered
     office or principal place of business wherever situated. Nothing in this
     Agreement shall affect the right to serve process in any other manner
     permitted by law.


AS WITNESS the hands of the duly authorised representatives of the parties on
the day and year first before written.


SIGNED by                   )
Alexander Anthony Arena     )
for and on behalf of        )
ASIAN MOTION LIMITED        )
in the presence of          )








SIGNED by                   )
Yuen Tin Fan Director       )
for and on behalf of        )
PACIFIC CENTURY PREMIUM     )
DEVELOPMENTS LIMITED        )
in the presence of          )












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