<PAGE>

                                                                   EXHIBIT 10.45

                                                                  Execution Copy

                               Dated 27 July 2004

                         ASIA NETCOM CORPORATON LIMITED
                                  (as Assignor)

                                  in favour of

             INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED
                              (as Security Trustee)

                   ------------------------------------------

                               SECURITY ASSIGNMENT
                                in respect of the
                         Deed of Right of First Refusal

                   ------------------------------------------

                                 RICHARDS BUTLER
                                    HONG KONG

<PAGE>

                                                           [Security Assignment]

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSE NO.                                        CLAUSE HEADING                                            PAGE NO.
----------                                        --------------                                            --------
<S>          <C>                                                                                            <C>
1.           DEFINITIONS AND CONSTRUCTION.................................................................      1

2.           ASSIGNMENT...................................................................................      3

3.           CONTINUING AND INDEPENDENT SECURITY..........................................................      4

4.           REPRESENTATIONS AND WARRANTIES...............................................................      6

5.           TAXES AND OTHER DEDUCTIONS...................................................................      9

6.           COSTS, CHARGES AND EXPENSES..................................................................     10

7.           UNDERTAKINGS.................................................................................     11

8.           ENFORCEMENT..................................................................................     12

9.           APPLICATION OF PROCEEDS......................................................................     13

10.          INDEMNITY....................................................................................     13

11.          SUSPENSE ACCOUNT.............................................................................     14

12.          SET OFF......................................................................................     14

13.          POWER OF ATTORNEY............................................................................     14

14.          FURTHER ASSURANCE............................................................................     15

15.          NOTICES......................................................................................     15

16.          WAIVERS, AMENDMENTS AND CONSENTS,  REMEDIES, SEVERABILITY, ASSIGNMENT AND COUNTERPARTS.......     16

17.          GOVERNING LAW AND JURISDICTION...............................................................     17

SCHEDULE 1 - PART I: FORM OF NOTICE OF ASSIGNMENT.........................................................     20

SCHEDULE 2 - PART 2: FORM OF ACKNOWLEDGEMENT OF ASSIGNMENT................................................     20

SIGNATURE PAGE............................................................................................     22
</TABLE>

<PAGE>

                                                           [Security Assignment]

THIS DEED OF SECURITY ASSIGNMENT is made on 27 July 2004

BETWEEN:-

(1)   ASIA NETCOM CORPORATION LIMITED, a company incorporated under the laws of
      Bermuda whose registered office is situate at Clarendon House, 2 Church
      Street, Hamilton, HM11 Bermuda (the "ASSIGNOR"); and

(2)   INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED, a company
      incorporated under the laws of Hong Kong acting through its head office at
      ICBC Asia Building, 122-126 Queen's Road Central, Hong Kong acting on its
      own behalf and as facility agent and trustee for and on behalf of the
      Finance Parties (the "SECURITY TRUSTEE").

WHEREAS:

(A)   By a facility agreement signed on 2nd December, 2003 (but held undated in
      escrow) as released from escrow and amended and restated by the
      Supplemental Amendment and Restatement Deed (the "FACILITY AGREEMENT"),
      entered into by (1) the Assignor, as borrower; (2) the banks and financial
      institutions named therein as lenders (the "LENDERS"); (3) Industrial and
      Commercial Bank of China (Asia) Limited as arranger; and (4) the Security
      Trustee as facility agent, the Finance Parties have agreed, upon and
      subject to the terms of the Facility Agreement, to make available to the
      Assignor a term loan facility of up to US$150,000,000 (the "FACILITY") for
      the purposes more particularly specified therein.

(B)   The Security Trustee is acting as facility agent for the Finance Parties
      pursuant to the Facility Agreement and as security trustee for the Finance
      Parties pursuant to this Deed and the other Finance Documents.

(C)   It is a condition precedent to the availability of the Facility under the
      Facility Agreement that the Assignor shall have executed and delivered
      this Deed to the Security Trustee assigning its rights, title and interest
      in and to the Assigned Agreement (as defined below) by way of security.

NOW THIS DEED WITNESSES  as follows:-

1.    DEFINITIONS AND CONSTRUCTION

1.1   TERMS DEFINED

      In this Deed, unless the context otherwise requires, terms used shall have
      the meanings defined in the Facility Agreement and:-

      "ASSIGNED AGREEMENT" means the Deed of Right of First Refusal.

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                                                           [Security Assignment]

      "COLLATERAL" means all of the right, title, interest and benefit, present
      and future, of the Assignor in and to the Assigned Agreement including,
      without limitation:-

      (i)   the right to receive any and all moneys due or to become due to the
            Assignor under or pursuant to the Assigned Agreement upon the
            occurrence of an Event of Default;

      (ii)  all claims in respect of any breach of the Assigned Agreement
            (including any claims for liquidated damages);

      (iii) the right (but not the obligation) of the Assignor to perform and to
            compel performance of the Assigned Agreement;

      (iv)  any right of the Assignor to rescind or otherwise terminate the
            Assigned Agreement; and

      (v)   any right of the Assignor to give and receive notices, requests and
            consents, to exercise discretion and to exercise all options and
            elections under the Assigned Agreement.

      "DEED OF RIGHT OF FIRST REFUSAL" means the deed of right of first refusal
      entered or to be entered into between China Netcom Corporation (Hong Kong)
      Limited and the Assignor.

      "RECEIVER" means any receiver, manager, receiver and manager or other
      similar officer appointed by the Security Trustee in respect of the
      Security Interest hereby granted.

      "SECURED OBLIGATIONS" means any and all moneys, liabilities and
      obligations (whether actual or contingent, whether now existing or
      hereafter arising, whether or not for the payment of money, and including,
      without limitation, any obligation or liability to pay damages) which are
      or may become due, owing or incurred by the Assignor or any other Security
      Party which is a member of the CNC HK Group to any Finance Parties or any
      of them under or pursuant to the Finance Documents and/or all other
      obligations hereby secured.

1.2   TRUST

      All rights, benefits, interests, powers and discretions granted to or
      conferred on the Security Trustee pursuant to this Deed shall be held by
      the Security Trustee on trust for the benefit of itself as Security
      Trustee and each Finance Party from time to time. The Security Trustee may
      do all acts within its powers to administer and manage the trust
      constituted by this Clause including any full or partial release and/or
      re-assignment by deed of the rights, benefits and interests conferred by
      Clause 2.1 or the release of all or any part of the Collateral from this
      Deed. The trust constituted by this Clause shall come into existence on
      the date of this Deed and shall last for so long as any of the Secured
      Obligations remain outstanding provided that for the purposes of the rule
      against perpetuities, the perpetuity period applicable to the trust
      constituted under this Clause and any dispositions made or to be made
      pursuant to this Deed and this trust, is hereby specified as a period of
      eighty (80) years less one (1) day from the date of this

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                                                           [Security Assignment]

      Deed.

1.3   CLAUSE HEADINGS

      Clause headings and the table of contents are for ease of reference only
      and shall be ignored in the interpretation of this Deed.

1.4   CONSTRUCTION

      In this Deed, unless the context otherwise requires:-

      (a)   Clause 1.3 of the Facility Agreement shall be deemed incorporated in
            this Deed mutatis mutandis as if set out separately in this Deed;
            and

      (b)   references to the "ASSIGNOR", the "SECURITY TRUSTEE" or any "FINANCE
            PARTY" include, where the context permits, include their respective
            successors and transferees and permitted assigns in accordance with
            their respective interests.

2.    ASSIGNMENT

2.1   ASSIGNMENT

      In consideration of the Lenders agreeing to make the Facility available to
      the Assignor upon the terms and conditions of the Facility Agreement and
      as a continuing security for the due and punctual performance and
      discharge of the Secured Obligations, the Assignor, as beneficial owner,
      hereby assigns absolutely by way of security all of its rights, title and
      interest in and to the Collateral to the Security Trustee.

2.2   NOTICE OF ASSIGNMENT

      The Assignor shall forthwith upon execution of this Deed deliver a notice
      of assignment, in the form set out in Part I of the Schedule, to each of
      the other parties to the Assigned Agreement and shall request that each
      such other party to the Assigned Agreement executes and delivers to the
      Security Trustee an acknowledgement of assignment in the form set out in
      Part II of the Schedule.

2.3   PERFORMANCE AND INDEMNITY

      Notwithstanding the foregoing, the Assignor shall remain liable to perform
      all the obligations to be performed by it in respect of the Assigned
      Agreement and shall discharge fully its obligations thereunder as they
      become due and neither the Security Trustee nor any of the Finance Parties
      shall have any obligation of any kind whatsoever thereunder or be under
      any liabilities whatsoever in the event of any failure to perform their
      obligations thereunder and the Assignor hereby indemnifies and agrees to
      keep indemnified the Security Trustee, the other Finance Parties and each
      of them from and against any such liability.

2.4   RELEASE AND TRANSFER

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                                                           [Security Assignment]

      (a)   The Security Trustee shall, at the request and cost of the Assignor
            and in such form as the Security Trustee shall reasonably approve,
            release and transfer to the Assignor, the Collateral then the
            subject of the Security Interest constituted by this Deed upon the
            full performance and discharge of the Secured Obligations to the
            satisfaction of the Security Trustee and the Finance Parties.

      (b)   Notwithstanding any discharge, release or settlement from time to
            time between the Security Trustee and/or any other Finance Party and
            the Assignor, if any security, disposition or payment granted or
            made to the Security Trustee and/or any other Finance Party in
            respect of the Secured Obligations by the Assignor or any other
            person is avoided or set aside or ordered to be surrendered, paid
            away, refunded or reduced by virtue of any provision, law or
            enactment relating to bankruptcy, insolvency, liquidation,
            winding-up, composition or arrangement for the time being in force
            or for any other reason, the Finance Parties shall be entitled
            thereafter to enforce this Deed as if no such discharge, release or
            settlement had occurred.

2.5   REGISTRATION

      The Assignor hereby authorises the Security Trustee forthwith upon
      execution of this Deed to procure the delivery to the Companies Registry
      in Hong Kong or other competent authority in the place of incorporation of
      the Assignor of the particulars of this Deed.

3.    CONTINUING AND INDEPENDENT SECURITY

3.1   CONTINUING SECURITY

      This Deed and the security hereby created shall remain in full force and
      effect by way of a continuing security notwithstanding the insolvency or
      liquidation or any incapacity or change in the constitution or status of
      the Assignor or any other person and in particular but without limitation
      shall not be, nor be considered as, satisfied by any intermediate
      discharge or payment on account of any liabilities or any settlement of
      accounts between the Assignor and the Security Trustee and/or any Finance
      Party.

3.2   ADDITIONAL SECURITY

      This Deed and the security hereby created shall be in addition to and not
      in substitution for or derogation of any other Security Interest,
      guarantee or other security (whether given by the Assignor or otherwise)
      now or from time to time hereafter held by the Security Trustee and/or any
      Finance Party in respect of or in connection with the Secured Obligations.

3.3   UNRESTRICTED ENFORCEMENT

      The Security Trustee need not before exercising any of the rights, powers
      or remedies conferred upon it by this Deed or by law (i) take action or
      obtain judgment against the

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                                                           [Security Assignment]

      Assignor, or any other person in any court, (ii) make or file any claim or
      prove in a winding-up or liquidation of the Assignor or of any other
      person or (iii) enforce or seek to enforce the recovery of the monies and
      liabilities hereby secured by any other security or other rights all of
      which the Assignor hereby waive and may be enforced for any balance due
      after resorting to any one or more other means of obtaining payments or
      discharge of the monies, obligations and liabilities hereby secured.

3.4   NO DISCHARGE

      The liabilities and obligations of the Assignor under this Deed and the
      security constituted by this Deed shall remain in force notwithstanding
      any act, omission, event or circumstance whatsoever until full, proper and
      valid payment and discharge of the Secured Obligations and without
      limiting the foregoing, neither the liabilities of the Assignor under this
      Deed nor the validity or enforceability of this Deed shall be prejudiced,
      affected or discharged by:-

      (a)   the granting of any time or indulgence to the Assignor or any other
            person in respect of the Secured Obligations;

      (b)   any variation or modification of the Facility Agreement, any of the
            other Finance Documents or any other documents referred to therein
            or related thereto;

      (c)   the invalidity or unenforceability of any obligation or liability of
            any party under the Facility Agreement, any of the other Finance
            Documents or any other documents referred to therein or related
            thereto;

      (d)   any invalidity or irregularity in the execution of the Facility
            Agreement, any of the other Finance Documents or any other documents
            referred to therein or relating thereto;

      (e)   any lack of capacity or deficiency in the powers of the Assignor or
            any other person to enter into or perform any of its respective
            obligations under the Facility Agreement or any of the other Finance
            Documents to which it is party or any other documents referred to
            therein or related thereto or any irregularity in the exercise
            thereof or any lack of authority by any person purporting to act on
            behalf of the Assignor or such other person;

      (f)   the insolvency, bankruptcy or liquidation or any incapacity,
            disability or limitation or any change in the constitution or status
            of the Assignor or any other person;

      (g)   any other Finance Document, Security Interest, guarantee or other
            security or right or remedy being or becoming held by or available
            to the Security Trustee, any Finance Party or by any other person or
            by any of the same being or becoming wholly or partly void, voidable
            or unenforceable or impaired or by the Security Trustee or any
            Finance Party at any time releasing, refraining from enforcing,
            varying or in any other way dealing with any of the same or any
            power, right or remedy the Security Trustee and/or any Finance Party
            may now or hereafter have from or against the Borrower, any Assignor
            or any other

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                                                           [Security Assignment]

            person;

      (h)   any waiver, exercise, omission to exercise, compromise, renewal or
            release of any rights against the Assignor or any other person or
            any compromise, arrangement or settlement with any of the same; or

      (i)   any act, omission, event or circumstance which would or may but for
            this provision operate to prejudice, affect or discharge this Deed
            or the liability of the Assignor hereunder.

3.5   NO SUBROGATION

      (a)   The Assignor shall not exercise any right of subrogation,
            contribution or any other rights of a surety or enforce any security
            or other right or claim against the Assignor or any other person
            (whether in respect of its liability under this Deed or otherwise)
            who has guaranteed or given any security in respect of the Secured
            Obligations or claim in the insolvency or liquidation of the
            Assignor or any such other person in competition with the Security
            Trustee and/or the Finance Parties.

      (b)   If the Assignor receives any payment or benefit in breach of this
            Clause 3.5, it shall hold the same upon trust for the Security
            Trustee as a continuing security for the Secured Obligations.

4.    REPRESENTATIONS AND WARRANTIES

4.1   REPRESENTATIONS AND WARRANTIES

      The Assignor hereby represents and warrants to the Security Trustee for
      the benefit of the Finance Parties that:-

      (a)   STATUS: the Assignor is a company duly incorporated and validly
            existing under the laws of Bermuda and has full power, authority and
            legal right to own its property and assets and to carry on its
            business as such business is now being conducted;

      (b)   POWER AND AUTHORITY: the Assignor has all legal power and authority
            to enter into this Deed and perform its obligations under this Deed
            and all actions (including any corporate action) required to
            authorise the execution and delivery of this Deed and the
            performance of its obligations under this Deed have been duly taken;

      (c)   LEGAL VALIDITY: this Deed constitutes or, when so executed and
            delivered, will constitute legal, valid and binding obligations of
            the Assignor enforceable in accordance with its terms;

      (d)   NON-CONFLICT WITH LAWS: the entry into and performance of this Deed
            and the transactions contemplated by this Deed do not and will not
            conflict with or result in (i) a breach of any law, judgment or
            regulation or any official or judicial order,

                                     - 6 -
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                                                           [Security Assignment]

            or (ii) a breach of the constitutional documents of the Assignor, or
            (iii) a material breach of any agreement or document to which the
            Assignor is a party or which is binding upon it or any of its assets
            or revenues with a monetary value greater than US$500,000, nor cause
            any limitation placed on it or the powers of its directors to be
            exceeded or result in the creation or imposition of any Security
            Interest on any part of the Collateral pursuant to the provisions of
            any such agreement or document;

      (e)   NO CONSENTS: other than the Consents and any registration of this
            Deed by the Security Trustee pursuant to Clause 2.5, no consent,
            authorisation, licence or approval of, or registration with or
            declaration to, any governmental or public bodies or authorities or
            courts in Hong Kong or in any relevant jurisdiction is required for
            or in connection with the execution, delivery, validity,
            enforceability and admissibility in evidence in proceeding of this
            Deed, or the performance by, the Assignor of any of its obligations
            under this Deed;

      (f)   NO REGISTRATION: it is not necessary in order to ensure the
            legality, validity, enforceability or admissibility in evidence of
            this Deed that it or any other instrument be notarised, filed,
            recorded, registered or enrolled in any court or other authority or
            that any stamp, registration or similar tax or charge be paid on or
            in relation to this Deed and this Deed is in proper form for its
            enforcement in the courts of Hong Kong and all jurisdictions the
            subject of any legal opinion referred to in paragraph 4 of Schedule
            3 of the Facility Agreement;

      (g)   LITIGATION: except as disclosed in a letter of even date from the
            Borrower to the Security Trustee, no litigation, arbitration or
            administrative proceeding is currently taking place or pending or,
            to the knowledge of the officers of the Assignor, threatened against
            the Assignor or any of its assets which could, in the reasonable
            opinion of the Security Trustee, materially and adversely affect its
            business, assets or financial condition or its ability to perform
            its obligations under this Deed;

      (h)   WINDING UP: it has not taken any corporate action or no other step
            has been taken or legal proceedings have been commenced or
            threatened against it for its winding-up, dissolution,
            administration or reorganisation or for the appointment of a
            receiver, administrator, trustee or similar officer of it or all or
            any of its assets or revenues, except as permitted by clause 17.1(g)
            (Winding-up) of the Facility Agreement;

      (i)   TAXES ON PAYMENTS: all payments to be made by the Assignor under
            this Deed may be made by the Assignor free and clear of, and without
            deduction for, Taxes and no deductions or withholdings are required
            to be made therefrom save as specified in any legal opinion referred
            to in paragraphs 2, 3 and 4 of Schedule 3 to the Facility Agreement;
            and no Taxes are imposed on or by virtue of the execution or
            delivery by the Assignor of this Deed or any document to be executed
            or delivered under this Deed;

      (j)   TAX LIABILITIES: the Assignor has complied with all Taxation laws in
            all material

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                                                           [Security Assignment]

            respects in all jurisdictions in which it is subject to Taxation and
            has paid all Taxes due and payable by it; no material claims are
            being asserted against it with respect to Taxes;

      (k)   NO DEFAULT:

            (i)   no Default has occurred and is continuing:

            (ii)  it is not, or with the giving of notice or lapse of time or
                  satisfaction of any other condition or any combination
                  thereof, would not be in material breach of or in default
                  under any agreement relating to Financial Indebtedness to
                  which it is a party or by which it may be bound;

      (l)   COMPLIANCE, WITH CONSENTS AND LICENSES: every consent,
            authorisation, licence or approval required for the time being by it
            in connection with the conduct of its business and the ownership,
            use, exploitation or occupation of its property and assets has been
            applied for and not refused or has been obtained and is in full
            force and effect and there has been no material default in the
            observance of the conditions and restrictions (if any) imposed on,
            or in connection with, any of the same which may have a material
            adverse effect on its ability to perform its obligations under this
            Deed and, to the knowledge of its officers, no circumstances have
            arisen whereby any remedial action is likely to be required to be
            taken by it, or at its expense under or pursuant to any law or
            regulation applicable to its business, property or assets;

      (m)   NO FINANCIAL INDEBTEDNESS: it does not have any Financial
            Indebtedness other than as permitted by Clause 16.17 of the Facility
            Agreement;

      (n)   NO IMMUNITY: the Assignor is generally subject to civil and
            commercial law and to legal proceedings and neither the Assignor nor
            any of its assets or revenues is entitled to any immunity or
            privilege (sovereign or otherwise) from any set-off, judgment,
            execution, attachment or other legal process;

      (o)   SOLE AND BENEFICIAL OWNER: the Assignor is or will be the sole,
            absolute and beneficial owner of the Collateral;

      (p)   LEGAL AND BINDING OBLIGATIONS: the obligations of the parties to the
            Assigned Agreement are legal, valid and binding and enforceable in
            accordance with its terms;

      (q)   SECURITY INTEREST: no Security Interest exists in any of its rights,
            title, interests or benefits in the Collateral (other than as
            created by this Deed); and

      (r)   THIRD PARTY RIGHT: it has not granted in favour of any other person
            any interest in or any option or other rights in respect of any of
            the Collateral.

4.2   CONTINUING REPRESENTATION AND WARRANTY

      The Assignor also represents and warrants to and undertakes with the
      Security Trustee

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                                                           [Security Assignment]

      that the foregoing representations and warranties in Clause 4.1 (a) to (n)
      inclusive are deemed to be made by the Assignors on each Drawdown Date and
      on each Interest Payment Date with reference to the facts and
      circumstances then existing and that the foregoing representations in
      Clause 4.1(o) and (p) will be true and accurate throughout the continuance
      of this Deed with reference to the facts and circumstances from time to
      time.

5.    TAXES AND OTHER DEDUCTIONS

5.1   TAX GROSS-UP

      (a)   All sums payable by the Assignor under this Deed shall be paid in
            full without any restriction or condition and free and clear of any
            Tax or other deductions or withholdings of any nature.

      (b)   If at any time the Assignor or any other person is required in any
            jurisdiction to make any deduction or withholding in respect of
            Taxes or otherwise from any payment due under this Deed for the
            account of the Security Trustee or any Finance Party (or if the
            Security Trustee is required to make any such deduction or
            withholding from a payment to other Finance Parties), the sum due
            from the Assignor in respect of such payment shall be increased to
            the extent necessary to ensure that, after the making of such
            deduction or withholding, the Security Trustee and each Finance
            Party receives on the due date for such payment (and retains, free
            from any liability in respect of such deduction or withholding) a
            net sum equal to the sum which it would have received had no such
            deduction or withholding been required to be made.

      (c)   The Assignor's obligations under Clause 5.1(a) and (b) shall not
            apply in respect of any Tax on Overall Net Income levied on the
            Security Trustee or any other Finance Party.

      (d)   All Taxes required by law to be deducted or withheld by the Assignor
            from any amounts paid or payable under this Deed shall be paid by
            the Assignor when due (except for such amounts being disputed by the
            Assignor in good faith) to the relevant tax authority.

5.2   TAX INDEMNITY

      The Assignor shall indemnify the Security Trustee and each other Finance
      Party against any losses or costs incurred by any of them by reason of:

      (a)   any failure of the Assignor or any other person to make any such
            deduction or withholding referred to in Clause 5.1; or

      (b)   any increased payment referred to in Clause 5.1 not being made on
            the due date for such payment; or

      (c)   any Taxes which are being disputed by the Assignor and remaining
            unpaid;

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                                                           [Security Assignment]

            and

      (d)   any liability suffered (directly or indirectly) for or on account of
            Tax by that Finance Party in respect of any payment received or
            receivable or deemed to be received or receivable under this Deed.

5.3   EVIDENCE OF PROOF

      The Assignor shall promptly deliver to the Security Trustee any receipts,
      certificates or other proof evidencing the amounts (if any) paid or
      payable in respect of any deduction or withholding as aforesaid. Any
      certificate or determination of the Security Trustee showing in reasonable
      details the calculations made by the Security Trustee as to any amount for
      the purposes of this Clause 5 shall, in the absence of manifest error, be
      conclusive and binding on the Assignor.

5.4   TAX CREDIT

      If the Assignor makes a Tax payment and the Security Trustee determines
      that:-

      (a)   a Tax Credit is attributable either to an increased payment of which
            that Tax payment forms part, or to that Tax payment; and

      (b)   it has obtained, utilised and retained that Tax Credit,

      the Security Trustee shall, promptly after obtaining the benefit of that
      Tax Credit, pay an amount to the Assignor which will leave it (after that
      payment) in the same after-Tax position as it would have been in had the
      Tax Payment not been required to be made by the Assignor.

6.    COSTS, CHARGES AND EXPENSES

6.1   The Assignor shall from time to time forthwith on demand pay to or
      reimburse the Finance Parties and the Receiver (on the basis of a full
      indemnity) the amount of:

      (a)   all costs, charges and expenses properly incurred by the Finance
            Parties or the Receiver in connection with the investigation of
            title to or any survey, inspection or valuation of the Collateral
            under or in connection with this Deed following an Event of Default,
            and the negotiation, preparation, registration, perfecting,
            amendment, modification or administration of this Deed (or any of
            the charges therein contained) or any other document relating
            thereto;

      (b)   all costs, charges and expenses properly incurred by the Finance
            Parties or the Receiver in connection with the exercise, or the
            attempted exercise, by or on behalf of the Security Trustee or any
            other Finance Party or the Receiver of any of the powers of the
            Security Trustee or any other Finance Party or the Receiver, or any
            other action taken by or on behalf of the Security Trustee or any
            other Finance Party with a view to or in connection with the
            recovery by

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                                                           [Security Assignment]

            the Security Trustee or any other Finance Party of the Secured
            Obligations from the Assignor or any other person;

      (c)   all costs, charges and expenses properly incurred by the Finance
            Parties or the Receiver in connection with the carrying out of any
            other act or matter which the Security Trustee or any Finance Party
            or the Receiver may reasonably consider to be necessary or required
            for the preservation of the Collateral; and

      (d)   all costs, charges and expenses (including legal and other fees on a
            full indemnity basis) properly incurred by the Security Trustee or
            any other Finance Party or Receiver in exercising any of its rights
            or powers hereunder or in suing for or seeking to recover any sums
            due hereunder or otherwise preserving or enforcing its rights
            hereunder or in defending any claims brought against it in respect
            of this Deed or in releasing or re-assigning this Deed upon payment
            of all moneys hereby secured,

      and until payment of the same in full, all such costs, charges and
      expenses shall be guaranteed by this Deed.

6.2   STAMP DUTY

      The Assignor shall pay all stamp, documentary, registration or other like
      duties or taxes (including any duties or taxes payable by the Security
      Trustee or any Finance Party) imposed on or in connection with this Deed
      and shall indemnify each of the Security Trustee and the other Finance
      Parties against any liability arising by reason of any delay or omission
      by the Assignor to pay such duties or taxes.

7.    UNDERTAKINGS

      The Assignor hereby undertakes and agrees with the Security Trustee for
      the benefit of the Finance Parties throughout the continuance of this Deed
      and so long as the Secured Obligations or any part thereof remains owing
      that, unless the Security Trustee otherwise agrees in writing, it will:-

      (a)   perform all its obligations under the Assigned Agreement;

      (b)   notify the Security Trustee of any breach by any party to the
            Assigned Agreement;

      (c)   give to the Security Trustee upon receipt copies of all notices,
            requests and other documents sent or received with respect to the
            Assigned Agreement;

      (d)   give to the Security Trustee such information regarding the
            Collateral as the Security Trustee shall reasonably require;

      (e)   do or permit to be done every act or thing which the Security
            Trustee may require to be done for the purpose of enforcing the
            rights of the Security Trustee hereunder and will allow its name to
            be used as and when required for that

                                     - 11 -
<PAGE>

                                                           [Security Assignment]

            purpose;

      (f)   not amend or agree to amend the Assigned Agreement or waive any of
            its rights thereunder without the prior written consent of the
            Security Trustee (such consent not to be unreasonably withheld);

      (g)   not create or attempt or agree to create or permit to exist any
            Security Interest over all or any part of the Collateral or any
            interest therein or otherwise assign, deal with or dispose of all or
            any part of the Collateral (except under or pursuant to this Deed);

      (h)   not sell or agree to sell, transfer or assign, any part of the
            Collateral;

      (i)   not grant in favour of any other person any interest in or any
            option or other rights in respect of any of the Collateral; and

      (j)   not do or cause or permit to be done anything which may in any way
            depreciate, jeopardise or otherwise prejudice the value of the
            Security Trustee's security hereunder.

8.    ENFORCEMENT

8.1   EVENTS OF DEFAULT

      The security created by this Deed shall become enforceable immediately
      upon the occurrence of an Event of Default which is continuing. For the
      purposes of this Clause, each of the following events and circumstances
      shall be an Event of Default:-

      (a)   any Event of Default as that term is defined in the Facility
            Agreement;

      (b)   if the Assignor purports or attempts to create any Security Interest
            (except under or as permitted by this Deed) over all or any part of
            the Collateral or any third party asserts a claim in respect
            thereof.

8.2   ENFORCEMENT OF SECURITY

      Upon this Assignment becoming enforceable, the Security Trustee may, at
      any time or times thereafter and without further notice or restriction,
      except as required in accordance with any applicable laws, be entitled to
      exercise and enforce any or all rights of the Assignor in respect of the
      Collateral in or towards the payment or discharge of the Secured
      Obligations in accordance with Clause 9, for this purpose, the Security
      Trustee may, at the expense of the Assignor, convert all or any part of
      such monies into other currencies. The above provisions apply
      notwithstanding any other terms upon which such monies may have been
      deposited or that any such monies may have been deposited for a fixed
      period or be subject to a period of notice and that the fixed period or
      period of notice may not have expired or that notice or sufficient notice
      may not have been given.

                                     - 12 -
<PAGE>

                                                           [Security Assignment]

8.3   AMENDMENT

      Any amendment or waiver of any provision of this Deed and any waiver of
      any default under this Deed shall only be effective if made in writing and
      signed by the Security Trustee.

8.4   EVIDENCE OF DEBT

      Any statement of account signed as correct by the Security Trustee showing
      any amount due under the Facility Agreement or under any other Finance
      Document or under this Deed shall, in the absence of manifest error, be
      conclusive evidence of the amount so due.

9.    APPLICATION OF PROCEEDS

      All monies received by the Security Trustee or the Receiver hereunder
      shall be applied in or towards satisfaction of the Secured Obligations
      (subject to the prior discharge of all liabilities having priority thereto
      by law) in the following order of priority:-

      (a)   in payment or satisfaction of all costs, charges, expenses and
            liabilities properly incurred and payments made by or on behalf of
            the Security Trustee or the Receiver in connection with the exercise
            of any powers hereunder and in preserving or attempting to preserve
            this security or the Collateral and of all outgoings in respect of
            the Collateral paid by the Security Trustee or the Receiver pursuant
            to this Deed;

      (b)   in payment to the Receiver of all remuneration as may be agreed
            between it and the Security Trustee to be paid to him at, or at any
            time after, its appointment;

      (c)   in or towards reduction of the remaining Secured Obligations in such
            manner as is provided in the Facility Agreement; and

      (d)   the surplus (if any) to the Assignor.

10.   INDEMNITY

10.1  GENERAL INDEMNITY

      The Assignor hereby undertakes with the Security Trustee to indemnify and
      keep indemnified the Finance Parties and each of them (each an
      "INDEMNITEE") from and against all costs, charges and expenses which the
      Security Trustee or such Finance Party shall properly incur in connection
      with the exercise of any powers conferred by this Deed or the perfection,
      preservation or enforcement of the security created by this Deed (unless
      and to the extent that any of the foregoing results directly from the
      fraud, gross negligence or wilful misconduct of that indemnitee).

10.2  CURRENCY INDEMNITY

                                     - 13 -
<PAGE>

                                                           [Security Assignment]

      (a)   If an amount due to the Security Trustee or any Finance Party from
            the Assignor under this Deed (a "SUM"), or any order, judgment or
            award given or made in relation to a sum, has to be converted from
            the currency (the "FIRST CURRENCY") in which that Sum is payable
            into another currency (the "SECOND CURRENCY") for the purpose of:

            (i)   making or filing a claim or proof against the Assignor;

            (ii)  obtaining or enforcing an order, judgment or award in relation
                  to any litigation or arbitration proceedings,

            the Assignor shall, as an independent obligation to the Security
            Trustee or such Finance Party, indemnify the Security Trustee or
            such Finance Party to whom that sum is due against any cost, loss or
            liability arising out of or as a result of the conversion including
            any discrepancy between (A) the rate of exchange used to convert
            that sum from the first currency into the second currency and (B)
            the rate or rates of exchange available to that person at the time
            of its receipt of that sum.

      (b)   The Assignor waives any right it may have in any jurisdiction to pay
            any amount under the Facility Agreement and/or any other Finance
            Document in a currency or currency unit other than that in which it
            is expressed to be payable.

10.3  PAYMENT AND SECURITY

      The Security Trustee or any other Finance Parties may retain and pay out
      of any money in the hands of the Security Trustee or such Finance Party
      all sums necessary to effect the indemnity contained in this Clause and
      all sums payable by any Assignor under this Clause shall form part of the
      monies hereby secured.

11.   SUSPENSE ACCOUNT

      The Security Trustee may, notwithstanding Clause 9 (Application of
      Proceeds), place and keep any monies received under this Deed, before or
      after the insolvency of the Assignor, to the credit of a suspense account
      in order to preserve the rights of the Security Trustee or the Finance
      Parties to sue or prove for the whole amount in respect of claims against
      the Assignor or any other person.

12.   SET OFF

      (a)   Without prejudice to any right of set-off, combination of accounts,
            lien or other rights which the Security Trustee or any Receiver is
            at any time entitled whether by operation of law or contract or
            otherwise, the Security Trustee and the Receiver may (but shall not
            be obliged to) set off against any obligation of the Assignor due
            and payable by it hereunder without prior notice any moneys held

                                     - 14 -
<PAGE>

                                                           [Security Assignment]

            by the Security Trustee or such Receiver for the account of the
            Assignor at any office of the Security Trustee or such Receiver
            anywhere and in any currency. The Security Trustee or such Receiver
            may effect such currency exchanges as are appropriate to implement
            such set off.

      (b)   If the obligations are in different currencies, the Security Trustee
            or any Receiver may convert either obligation at a market rate of
            exchange in its usual course of business for the purpose of the
            set-off.

13.   POWER OF ATTORNEY

13.1  POWER OF ATTORNEY

      The Assignor irrevocably appoints the Security Trustee, the Receiver and
      any persons deriving title under it by way of security jointly and
      severally to be its attorney (with full power of substitution) and in its
      name or otherwise on its behalf and as its act and deed to sign, seal,
      execute, deliver, perfect and do all deeds, instruments, acts and things
      which may be required or which the Security Trustee or the Receiver shall
      think proper or reasonably expedient for carrying out any obligations
      imposed on the Assignor hereunder or for exercising, following the
      security constituted by this Deed becoming enforceable, any of the powers
      conferred by this Deed or for giving to the Security Trustee the full
      benefit of this security and so that this appointment shall operate to
      authorise the Security Trustee and the Receiver to do on behalf of the
      Assignor anything it can lawfully do by an attorney. The Assignor ratifies
      and confirms and agrees to ratify and confirm any deed, instrument, act or
      thing which such attorney or substitute may execute or do in exercising
      its powers conferred by this Clause.

13.2  DELEGATION

      The Security Trustee and/or the Receiver may delegate to any person all or
      any of the rights or powers conferred on it by this Deed or by law Any
      such delegation may be made upon such terms and conditions (including
      power to sub-delegate) as the Security Trustee or the Receiver thinks fit.

14.   FURTHER ASSURANCE

      The Assignor agrees that at any time and from time to time upon the
      written request of the Security Trustee it will promptly and duly execute
      and deliver any and all such further instruments and documents as the
      Security Trustee may reasonably require for the purpose of obtaining the
      full benefit of this Deed and of the rights and powers herein granted.

15.   NOTICES

15.1  NOTICES

                                     - 15 -
<PAGE>

                                                           [Security Assignment]

      Any notice or communication under or in connection with this Deed shall be
      in writing and shall be delivered personally or by prepaid letter (airmail
      if available) or facsimile transmission to the addresses or facsimile
      numbers set out below or at such other address as the recipient may have
      notified to the other parties in writing. Proof of posting or despatch of
      any notice or communication to any party hereto shall be deemed to be
      proof of receipt:-

      (a)   in the case of a letter, on the fifth Business Day after posting if
            airmail or second Business Day if local mail;

      (b)   in the case of a facsimile transmission, on the Business Day
            immediately following the date of despatch with confirmed facsimile
            report.

      All communications or other correspondence between the Assignor and any of
      the Finance Parties in connection with this Deed shall be made through the
      Security Trustee.

15.2  ADDRESSES

      Notices or communications shall be sent to the following addresses:-

      To the Assignor:-

      Name                  Asia Netcom Corporation Limited
      Address               46/F Cheung Kong Center
                            2 Queen's Road Central
                            Hong Kong

      Fax                   (852) 2121 2929
      Attention             Gregory Freiberg/Wenlong Sun

      With a copy to:       Asia Netcom Singapore Pte Limited
                            2 Shenton Way #11-01
                            SGX Centre 1
                            Singapore 068804

      Fax                   (65) 6233 6390
      Attention             Oliver Ao

      To the Security Trustee:-

      Name                  Industrial and Commercial Bank of China
                            (Asia) Limited
      Address               10/F, ICBC Asia Building
                            122-126 Queen's Road Central
                            Hong Kong

      Fax                   (852) 2851 9361
      Attention             Ms. Esther Cheng/ Ms. Amy Wong

                                     - 16 -
<PAGE>

                                                           [Security Assignment]

15.3  LANGUAGE

      Each notice or document referred to in this Deed or to be delivered under
      this Deed shall be in the English language.

16.   WAIVERS, AMENDMENTS AND CONSENTS, REMEDIES, SEVERABILITY, ASSIGNMENT AND
      COUNTERPARTS

16.1  WAIVERS

      No failure or delay on the part of the Security Trustee or Finance Party
      to exercise any power, right or remedy under this Deed shall operate as a
      waiver thereof, nor shall any single or partial exercise by the Security
      Trustee or any Finance Party of any power, right or remedy preclude any
      other or further exercise thereof or the exercise of any other power,
      right or remedy.

16.2  AMENDMENTS AND CONSENTS

      (a)   Any amendment of any provision of this Deed shall only be effective
            if made in accordance with provisions with this Deed and if all
            parties hereto so agree in writing and any waiver of any breach or
            default under this Deed shall only be effective if the Security
            Trustee acting on the instructions of the Lenders or the Majority
            Lenders (as the case may be), agrees in writing. Any consent by the
            Security Trustee under this Deed must be made in writing.

      (b)   Any such waiver or consent may be given subject to any conditions
            thought fit by the Security Trustee acting on the instructions of
            the Lenders or the Majority Lenders, as the case may be, and shall
            be effective only in the instance and for the purpose for which it
            is given.

16.3  REMEDIES

      The remedies provided in this Deed are cumulative and are not exclusive of
      any remedies provided by law.

16.4  SEVERABILITY

      If any provision of this Deed is prohibited or unenforceable in any
      jurisdiction such prohibition or unenforceability shall not invalidate the
      remaining provisions hereof or affect the validity or enforceability of
      such provision in any other jurisdiction.

16.5  ASSIGNMENT

      The Security Trustee may assign its rights under this Deed in accordance
      with the provisions of the Facility Agreement. The Assignor shall not
      assign any of its rights hereunder without the prior written consent of
      the Security Trustee.

                                     - 17 -
<PAGE>

                                                           [Security Assignment]

16.6  COUNTERPARTS

      This Deed may be executed in any number of counterparts including by
      facsimile and all of which taken together shall constitute one and the
      same instrument, and any party hereto may execute this Deed by signing any
      such counterpart.

16.7  It is intended that this document takes effect as a deed notwithstanding
      the fact that a party may only execute this document under hand.

17.   GOVERNING LAW AND JURISDICTION

17.1  GOVERNING LAW

      This Deed is governed by the laws of Hong Kong.

17.2  SUBMISSION TO JURISDICTION

      For the benefit of the Security Trustee and each Finance Party, the
      Assignor irrevocably agrees that the courts of Hong Kong are to have
      jurisdiction to settle any disputes which may arise out of or in
      connection with this Deed and that, accordingly, any legal action or
      proceedings arising out of or in connection with this Deed ("PROCEEDINGS")
      may be brought in those courts and the Assignor irrevocably submits to the
      jurisdiction of those courts.

17.3  OTHER JURISDICTIONS

      Nothing in this Clause 17 (Governing Law and Jurisdiction) shall limit the
      right of the Security Trustee or any Finance Party to take Proceedings
      against the Assignor in any other court of competent jurisdiction nor
      shall the taking of Proceedings in one or more jurisdictions preclude the
      Security Trustee or any Finance Party from taking Proceedings in any other
      jurisdiction, whether concurrently or not.

17.4  WAIVER OF INCONVENIENT FORUM

      The Assignor irrevocably waives any objection which it may at any time
      have to the laying of the venue of any Proceedings in any court referred
      to in this Clause 17 (Governing Law and Jurisdiction) and any claim that
      any such Proceedings have been brought in an inconvenient forum.

17.5  PROCESS AGENT

      The Assignor hereby irrevocably appoints Asia Netcom Asia Pacific
      Commercial Limited of 46th Floor, Cheung Kong Centre, 2 Queen's Road
      Central, Hong Kong to receive, for it and on its behalf, service of
      process in any Proceedings in Hong Kong. Such service shall be deemed
      completed on delivery to the process agent whether or not it is forwarded
      to and received by the Assignor). If for any reason the process agent
      ceases to be able to act as such or no longer has an address in Hong Kong,
      the Assignor irrevocably agrees to appoint a substitute process agent
      acceptable to the

                                     - 18 -
<PAGE>

                                                           [Security Assignment]

      Security Trustee, and to deliver to the Security Trustee a copy of the new
      process agent's acceptance of that appointment, within 30 days.

17.6  SERVICE

      The Assignor irrevocably consents to any process in any Proceeding
      anywhere being served by mailing a copy by post in accordance with Clause
      15 (Notices). Nothing shall affect the right to serve any process in any
      other manner permitted by law.

17.7  WAIVER OF IMMUNITIES

      To the extent that the Assignor has or hereafter may acquire any immunity
      (sovereign or otherwise) from any legal action, suit or proceeding, from
      jurisdiction of any court or from set-off or any legal process (whether
      service or notice, attachment prior to judgment, attachment in aid of
      execution of judgment, execution of judgment or otherwise) with respect to
      itself or any of its property, the Assignor hereby irrevocably waives and
      agrees not to plead or claim such immunity in respect of its obligations
      under this Deed.

IN WITNESS whereof this Deed has been executed by the parties hereto and is
intended to be and is hereby delivered by the Assignor as its deed on the day
and year first above written.

                                     - 19 -
<PAGE>

                                                           [Security Assignment]

                                    SCHEDULE

                                     PART I

                          FORM OF NOTICE OF ASSIGNMENT

To:       China Netcom Corporation (Hong Kong) Limited

Copy  to: Industrial and Commercial Bank of China (Asia) Limited

                                                                      Date: 2004

Dear Sirs,

We refer to the Deed of Right of First Refusal dated [_____________________] and
made between us (the "DEED").

We hereby give you notice that by a deed of security assignment dated as of the
date of this Notice (a copy of which is attached), we have assigned to the
Industrial and Commercial Bank of China (Asia) Limited (the "SECURITY TRUSTEE")
all our rights, title, interest and benefits in and to the Deed and all benefits
and proceeds thereof.

Following an event of default as notified by the Security Trustee, we hereby
irrevocably instruct you that all payments which you may be required to make
under the Deed shall be made directly to the Security Trustee or its order.

However, in all other respects you shall continue to deal with us in respect of
the Deed until you receive written notice to the contrary from the Security
Trustee.

These instructions shall not be altered or revoked by us without the prior
written consent of the Security Trustee.

This letter is governed by the laws of Hong Kong.

Please acknowledge this Notice by signing and returning the enclosed
acknowledgement to the Security Trustee with a copy to ourselves.

Yours faithfully,

--------------------------------------
ASIA NETCOM CORPORATION LIMITED
(Authorised Signatory)

                                     - 20 -
<PAGE>

                                                           [Security Assignment]

                                    SCHEDULE

                                     PART II

                      FORM OF ACKNOWLEDGEMENT OF ASSIGNMENT

To:      Industrial and Commercial Bank of China (Asia) Limited

Copy to: Asia Netcom Corporation Limited

We acknowledge receipt from Asia Netcom Corporation Limited (the "ASSIGNOR") of
a notice dated [__________________] (the "NOTICE") of a security assignment upon
the terms of the Deed of Security Assignment dated [_________________] of all
the Assignor's rights, title, interest and benefit in and to the Deed. We
confirm that we:-

(a)   have received no other notice in respect of the Deed;

(b)   are not aware of any default by any party in the performance of its
      obligations under the Deed; and

(c)   will comply with the terms of the said Notice.

This letter shall be governed by the laws of Hong Kong.

Dated _________________________

-----------------------------
for and on behalf of
CHINA NETCOM CORPORATION (HONG KONG) LIMITED

                                     - 21 -
<PAGE>

                                                           [Security Assignment]

                                 SIGNATURE PAGE

ASSIGNOR

SIGNED, SEALED AND DELIVERED                )
as a Deed by its duly authorised attorney   )
                                            ) /s/ Tung Hsiao-Chi
for and on behalf of                        )
ASIA NETCOM CORPORATION LIMITED             )
in the presence of:-                        )

/s/ Corina Delicia Hoon
    Corina Delicia Hoon
    Solicitor
    RICHARDS BUTLER
    20/F Alexandra House
    Hong Kong SAR



SECURITY TRUSTEE

SIGNED by                                   )
Wang Yan, Wilson Wan                        ) /s/ Wang Yan       /s/ Wilson Wan
for and on behalf of                        )
INDUSTRIAL AND COMMERCIAL BANK              )
OF CHINA (ASIA) LIMITED                     )

                                     - 22 -