<PAGE>

                                                                   EXHIBIT 10.42

                                                                  Execution Copy

                               Dated 27 July 2004

                       THE COMPANIES NAMED IN SCHEDULE 2
                           (as Subordinated Lenders)

                                      and

                        ASIA NETCOM CORPORATION LIMITED
                                 (as Borrower)

                                  in favour of

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

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

                            GROUP SUBORDINATION DEED

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

                                RICHARDS BUTLER
                                   HONG KONG

<PAGE>

                                TABLE OF CONTENTS

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

  2.         SUBORDINATION OF INDEBTEDNESS............................................    3

  3.         ASSIGNMENT OF SUBORDINATED INDEBTEDNESS..................................    5

  4.         ACKNOWLEDGEMENT BY BORROWER..............................................    8

  5.         CONTINUING AND INDEPENDENT SECURITY......................................    8

  6.         REPRESENTATIONS AND WARRANTIES...........................................    9

  7.         TAXES AND OTHER DEDUCTIONS...............................................   12

  8.         COSTS, CHARGES AND EXPENSES..............................................   13

  9.         UNDERTAKINGS.............................................................   14

  10.        NO SECURITY BY SUBORDINATED LENDER.......................................   15

  11.        INDEMNITY................................................................   15

  12.        SUSPENSE ACCOUNT.........................................................   16

  13.        SET OFF..................................................................   16

  14.        POWER OF ATTORNEY........................................................   17

  15.        FURTHER ASSURANCE........................................................   17

  16.        NOTICES..................................................................   17

  17.        WAIVERS, AMENDMENTS AND CONSENTS, REMEDIES, SEVERABILITY,
             ASSIGNMENT AND OUNTERPARTS ..............................................   19

  18.        GOVERNING LAW AND JURISDICTION...........................................   20

SCHEDULE 1 - PARTICULARS OF SUBORDINATED INDEBTEDNESS.................................   22

SCHEDULE 2 - SUBORDINATED LENDERS.....................................................   23

SIGNATURE PAGE........................................................................   24
</TABLE>

<PAGE>

                                                      [Group Subordination Deed]

THIS GROUP SUBORDINATION DEED is made on 27 July 2004

BETWEEN:-

(1)   THE COMPANIES NAMED AND PARTICULARS OF WHICH ARE SET OUT IN SCHEDULE 2
      (each a "SUBORDINATED LENDER" and collectively the "SUBORDINATED
      LENDERS");

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

(3)   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 2 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 Borrower, as borrower (2) the banks and financial
      institutions named therein as lenders (the "LENDERS"); (3) the Industrial
      and Commercial Bank of China (Asia) Limited as arranger; and (4) the
      Security Trustee, the Lenders have agreed, upon and subject to the terms
      of the Facility Agreement, to make available to the Borrower 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 security agent and trustee for the
      Finance Parties pursuant to this Deed and other Finance Documents.

(C)   It is a condition precedent to the availability of the Facility under the
      Facility Agreement that the Subordinated Lenders and the Borrower shall
      have executed and delivered this Deed to the Security Trustee.

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:-

                                      - 1 -
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                                                      [Group Subordination Deed]

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

      "SUBORDINATED INDEBTEDNESS" means the loans particulars of which are set
      out in Schedule 1 in respect of which the Borrower is currently indebted
      to the Subordinated Lenders and all and any sums which are now or may
      hereafter become due, owing or incurred by the Borrower to any of the
      Subordinated Lenders, whether in respect of principal, interest or
      otherwise, on account of any advance, loan or payment made to or for the
      account of the Borrower.

      "SUBORDINATED LOAN AGREEMENT" means any loan agreement, facility letter
      or other document now or hereafter entered into between any of the
      Subordinated Lenders and the Borrower creating or evidencing the
      Subordinated Indebtedness (or any part thereof).

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
      Clauses 2.1 and 3.2 or the release of all or any part of the Subordinated
      Indebtedness 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 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 than (1) day from the date of this 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 13 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 "SUBORDINATED LENDER", the "BORROWER", the
            "SECURITY

                                     - 2 -
<PAGE>

                                                      [Group Subordination Deed]

            TRUSTEE" or any "FINANCE PARTY" include, where the context permits,
            their respective successors and transferees and permitted assigns in
            accordance with their respective interests.

1.5   SUBORDINATED LENDERS' LIABILITY

      The rights and obligations of the Subordinated Lenders hereunder and all
      representations, warranties, undertakings, and indemnities given by each
      and any of them in this Deed are several.

2.    SUBORDINATION OF INDEBTEDNESS

2.1   SUBORDINATION

      In consideration of the Lenders agreeing to make the Facility available
      to the Borrower 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, each of the Subordinated Lenders
      agrees that throughout the continuance of this Deed and so long as the
      Secured Obligations or any part thereof remains owing:-

      (a)   the Subordinated Indebtedness owing to it:-

            (i)   is, and shall remain, subordinated and the payment thereof
                  deferred to all and any rights, claims and actions which the
                  Security Trustee or any Finance Party may now or hereafter
                  have against the Borrower in respect of the Secured
                  Obligations;

            (ii)  shall not be repaid or repayable, in whole or in part, except
                  with the prior written consent of the Security Trustee or in
                  the event of the winding-up, liquidation or dissolution of the
                  Borrower (or any proceedings analogous thereto);

            (iii) shall not, except with the prior written consent of the
                  Security Trustee, be subject to payment of interest (although
                  interest may accrue thereon);

            (iv)  is and shall remain unsecured by any Security Interest over
                  the whole or any part of the assets of the Borrower;

            (v)   is not, and shall not become capable of being, subject to any
                  right of set-off or counterclaim;

      (b)   none of the Subordinated Lenders shall claim, request, demand, sue
            for, take or receive (whether by set-off or in any other manner and
            whether from the Borrower or any other person) any money or other
            property in respect of the Subordinated Indebtedness or any part
            thereof except with the prior written consent of the Security
            Trustee;

                                     - 3 -
<PAGE>

                                                      [Group Subordination Deed]

      (c)   if any monies (including the proceeds of any set-off or
            counterclaim) or other property are received in respect of the
            Subordinated Indebtedness by or on behalf of any Subordinated
            Lender, it shall forthwith pay or transfer the same to the Security
            Trustee and the Security Trustee shall apply the same in or towards
            satisfaction of the Secured Obligations; and

      (d)   if any Security Interest is created as security for the Subordinated
            Indebtedness then, immediately on the creation thereof, the benefit
            of such Security Interest shall be assigned or transferred in favour
            of the Security Trustee as security for the Secured Obligations and
            any instrument or agreement evidencing such Security Interest shall
            be deposited with the Security Trustee.

2.2   WINDING-UP OF BORROWER

      In any proceedings for the compulsory or voluntary winding-up, liquidation
      or dissolution of the Borrower (or any proceedings analogous thereto):-

      (a)   the Security Trustee and the Finance Parties shall be entitled to
            receive payment in full of the Secured Obligations before any
            Subordinated Lender shall be entitled to receive any payment on
            account of the Subordinated Indebtedness or any part thereof;

      (b)   each Subordinated Lender agrees that it will prove for the full
            amount of its claims in respect of the Subordinated Indebtedness and
            that any amounts payable to such Subordinated Lender in respect of
            the Subordinated Indebtedness shall be applied in payment or
            satisfaction of the Secured Obligations until the whole of the
            Secured Obligations shall have been certified by the Security
            Trustee as having been discharged and the remaining balance (if any)
            may be applied towards payment of the amounts owing to such
            Subordinated Lender in respect of such Subordinated Indebtedness.

2.3   SUBORDINATED LOAN AGREEMENTS

      Each Subordinated Lender agrees that:-

      (a)   each and every Subordinated Loan Agreement now or hereafter entered
            into shall be subject in every respect to the terms of this Deed;

      (b)   insofar as the terms of any Subordinated Loan Agreement or any
            transaction in connection therewith are or may be inconsistent with
            the terms of this Deed, the terms contained herein shall prevail;

      (c)   no amendment to the principal amount, interest rate or payment terms
            shall be made to any Subordinated Loan Agreement except in writing
            and with the Security Trustee's prior written approval, such
            approval not to be unreasonably withheld, of the terms thereof; and

      (d)   immediately after the execution of any Subordinated Loan Agreement
            or any

                                     - 4 -
<PAGE>

                                                      [Group Subordination Deed]

            agreement for the amendment of any Subordinated Loan Agreement,
            copies thereof shall be delivered to the Security Trustee as
            evidence thereof.

2.4   TRUST

      If at any time throughout the continuance of this Deed and so long as the
      Secured Obligations or any part remains owing, any of the Subordinated
      Lender receives from the Borrower a payment (including by way of set-off)
      or distribution in cash or in kind of, or an account of, the Subordinated
      Indebtedness, that Subordinated Lender shall:

      (a)   forthwith notify the Security Trustee of such receipt;

      (b)   hold any payment so received on trust for the Security Trustee (for
            the account of the Finance Parties) in a separate account; and

      (c)   pay and distribute any payment so received, or (in the case of a
            set-off) pay an equivalent amount, on demand, to the Security
            Trustee for application in or towards the Secured Obligations.

3.    ASSIGNMENT OF SUBORDINATED INDEBTEDNESS

3.1   COVENANT TO PAY

      Each of the Subordinated Lenders hereby covenants that it will on demand
      pay to the Security Trustee and the Finance Parties the Secured
      Obligations when the same become due for payment or discharge in
      accordance with the Finance Documents.

3.2   ASSIGNMENT

      In consideration as aforesaid, each Subordinated Lender hereby assigns to
      the Security Trustee absolutely all such Subordinated Lender's right,
      title, interest and benefit in and to the Subordinated Indebtedness owing
      to it and all and any moneys (including the proceeds of any set-off or
      counterclaim) or other property which it may receive on account of such
      Subordinated Indebtedness or any part thereof and the full benefit of all
      rights and remedies relating thereto including, but not limited to, all
      claims and remedies for non-payment of the same and all claims under
      charges, encumbrances, guarantees and other security and all proceeds and
      forms of remittance in respect of the same and the full benefit of all
      powers and provisions whatsoever contained in the relevant Subordinated
      Loan Agreements (or any of them) as a continuing security for the due and
      punctual performance and discharge of the Secured Obligations.

3.3   APPLICATION

      All monies or other property hereby assigned to or otherwise received by
      the Security Trustee in respect of the Subordinated Indebtedness may be
      applied by the Security Trustee in or towards satisfaction of the Secured
      Obligations in such manner as it may think fit.

                                     - 5 -
<PAGE>

                                                      [Group Subordination Deed]

3.4   PERFORMANCE AND INDEMNITY

      Notwithstanding the foregoing, each Subordinated Lender shall remain
      liable to perform all the obligations to be performed by it in respect of
      the Subordinated Indebtedness 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 each Subordinated
      Lender hereby indemnifies and agrees to keep indemnified the Security
      Trustee, the Finance Parties and each of them from and against any such
      liability.

3.5   RELEASE AND TRANSFER

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

      (b)   Notwithstanding any discharge, release or settlement from time to
            time between the Security Trustee and/or any Finance Party and any
            Subordinated Lender or the Borrower, if any security, disposition or
            payment granted or made to the Security Trustee and/or any Finance
            Party in respect of the Secured Obligations by any Subordinated
            Lender, the Borrower 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 Security
            Trustee shall be entitled thereafter to enforce this Deed as if no
            such discharge, release or settlement had occurred.

3.6   NO DISCHARGE

      The liabilities and obligations of each Subordinated Lender under this
      deed and the security constituted by this Deed shall remain in force
      notwithstanding any act, omission, event or circumstance whatsoever until
      the expiry of the Security Period and without limiting the foregoing,
      neither the liabilities of any of the Subordinated Lenders 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 Borrower, any
            Subordinated Lender 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

                                     - 6 -
<PAGE>

                                                      [Group Subordination Deed]

            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 Borrower,
            any Subordinated Lender 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 Borrower, any Subordinated Lender
            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 Borrower, any Subordinated Lender 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 each Subordinated Lender,
            the Borrower or any other person;

      (h)   any waiver, exercise, omission to exercise, compromise, renewal or
            release of any rights against the Borrower or any Subordinated
            Lender 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 each Subordinated Lender hereunder.

3.7   NO SUBROGATION

      (a)   None of the Subordinated Lenders shall exercise any right of
            subrogation, contribution or any other rights of a surety or enforce
            any security or other right or claim against the Borrower or any of
            the other Subordinated Lenders (whether in respect of its liability
            under this Deed or otherwise) or any other person who has guaranteed
            or given any security in respect of the Secured Obligations or claim
            in the insolvency or liquidation of the Borrower or any of the other
            Subordinated Lenders or any such other person in competition with
            the Security Trustee and/or the Finance Parties.

                                     - 7 -
<PAGE>

                                                      [Group Subordination Deed]

      (b)   If the Borrower or any Subordinated Lender receives any payment or
            benefit in breach of this Clause 3.7, it shall hold the same upon
            trust for the Security Trustee as a continuing security for the
            Secured Obligations.

4.    ACKNOWLEDGEMENT BY BORROWER

      The Borrower acknowledges the subordination and assignment of the
      Subordinated Indebtedness and warrants and undertakes throughout the
      continuance of this Deed and so long as the Secured Obligations or any
      part thereof remains owing that:-

      (a)   after the occurrence of a Default it will make all payments in full
            without set-off or counterclaim due in respect of the Subordinated
            Indebtedness to the Security Trustee or as the Security Trustee
            shall direct and it will comply with all the other provisions of
            this Deed and it will not do, take part in or take the benefit of
            anything which would or may breach the provisions of this Deed;

      (b)   it will promptly notify the Security Trustee whenever it incurs any
            Subordinated Indebtedness; and

      (c)   it has no notice of any prior disposal of or charge or encumbrance
            over the Subordinated Indebtedness or any part thereof to any other
            person.

5.    CONTINUING AND INDEPENDENT SECURITY

5.1   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
      any Subordinated Lender, the Borrower 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 Borrower or any
      Subordinated Lender and the Security Trustee or any Finance Party.

5.2   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 any Subordinated Lender, the
      Borrower 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.

5.3   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

                                     - 8 -
<PAGE>

                                                      [Group Subordination Deed]

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

6.    REPRESENTATIONS AND WARRANTIES

6.1   REPRESENTATIONS AND WARRANTIES BY THE SUBORDINATED LENDERS

      Each of the Subordinated Lenders severally represents and warrants to the
      Security Trustee for the benefit of the Finance Parties that:-

      (a)   STATUS: it is a company duly incorporated and validly existing under
            the laws of its respective jurisdiction of incorporation 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: it has all legal power and authority to enter
            into this Deed and perform its obligations under this Deed and all
            action (including any corporate action) required to authorise the
            execution and delivery of this Deed and the performance of its
            obligations under this Deed has been duly taken;

      (c)   LEGAL VALIDITY: this Deed constitutes or, when so executed and
            delivered, will constitute its legal, valid and binding obligations
            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, or (ii) a breach of
            the constitutional documents of that Subordinated Lender, or (iii)
            any material breach of any agreement or document to which that
            Subordinated Lender 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 its assets or revenues
            pursuant to the provisions of any such agreement or document;

      (e)   NO CONSENTS: other than the Consents, no consent of, giving of
            notice to, or registration with, or taking of any other action in
            respect of, any governmental authority or agency in any relevant
            jurisdiction is required for or in connection with the execution,
            validity, delivery and admissibility in evidence in proceeding of
            this Deed, or the carrying out by, that Subordinated Lender of any
            of the transactions contemplated hereby;

      (f)   NO REGISTRATION: it is not necessary in order to ensure the
            legality, validity,

                                     - 9 -
<PAGE>

                                                      [Group Subordination Deed]

            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 relevant Subordinated
            Lender, threatened against it or its assets which could, in the
            reasonable opinion of the Security Trustee, materially and adversely
            affect its business, assets or financial condition or its respective
            ability to perform its obligations under this Deed;

      (h)   WINDING UP AND STRIKING OFF: 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 it under this Deed may
            be made by it 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 that
            Subordinated Lender of this Deed or any document to be executed or
            delivered under this Deed;

      (j)   TAX LIABILITIES: it has complied with all Taxation laws in all
            material 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)   NO IMMUNITY: it is generally subject to civil and commercial law and
            to legal proceedings and none of the Borrower nor any Subordinated
            Lenders nor any of their assets or revenues is entitled to any
            immunity or privilege (sovereign or

                                     - 10 -
<PAGE>

                                                      [Group Subordination Deed]

            otherwise) from any set-off, judgment, execution, attachment or
            other legal process;

      (m)   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;

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

      (o)   SOLE AND BENEFICIAL OWNER: it is or will be the sole, absolute and
            beneficial owner of the Subordinated Indebtedness and it has good
            and marketable title thereto;

      (p)   LEGAL AND BINDING OBLIGATIONS: the obligations under the
            Subordinated Loan Agreements are or will be legal, valid and binding
            and enforceable in accordance with their terms and the Borrower is
            not in default in respect of any provision thereof;

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

      (r)   THIRD PARTY RIGHT: it has not sold or otherwise disposed of any of
            the Subordinated Indebtedness or granted in favour of any other
            person any interest in or any option or other rights in respect of
            any of the Subordinated Indebtedness; and

      (s)   PARTICULARS OF LOANS: the particulars of the Subordinated
            Indebtedness set out in Schedule 1 are accurate.

6.2   REPRESENTATIONS AND WARRANTIES BY THE BORROWER

      The Borrower represents and warrants to the Security Trustee in the terms
      of Clause15 (a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (n)
      and (q) of the Facility Agreement mutatis mutandis.

6.3   CONTINUING REPRESENTATION AND WARRANTY

      Each of the Subordinated Lenders also represents and warrants to and
      undertakes with the Security Trustee that the foregoing representations
      and warranties made by them

                                     - 11 -
<PAGE>

                                                      [Group Subordination Deed]

      respectively in Clause 6.1(a) to (n) inclusive are deemed to be made by
      the Subordinated Lenders 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 6.1(o), (p) and (s) will
      be true and accurate throughout the continuance of this Deed with
      reference to the facts and circumstances subsisting from time to time.

7.    TAXES AND OTHER DEDUCTIONS

7.1   TAX GROSS-UP

      (a)   All sums payable by the Borrower and any Subordinated Lender or any
            other person 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 Borrower or any Subordinated Lender 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 the Borrower or any
            other Finance Party), the sum due from the Borrower or any
            Subordinated Lender 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 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 Borrower's and Subordinated Lender's obligations under Clauses
            7.1(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 Borrower
            or any Subordinated Lender from any amount paid or payable under
            this Deed shall be paid by the Borrower or the relevant Subordinated
            Lender (as the case may be) when due (except for such amounts being
            disputed by the Borrower or such Subordinated Lender in good faith)
            to the relevant tax authority.

7.2   TAX INDEMNITY

      Each of the Borrower and Subordinated Lenders shall jointly and severally
      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 Borrower or any Subordinated Lender or any other
            person to make any such deduction or withholding referred to in
            Clause 7.1; or

                                     - 12 -
<PAGE>

                                                      [Group Subordination Deed]

      (b)   any increased payment referred to in Clause 7.1 not being made on
            the due date for such payment; or

      (c)   any Taxes which are being disputed by the Borrower or any
            Subordinated Lender and remaining unpaid; 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.

7.3   EVIDENCE OF PROOF

      Each of the Borrower and Subordinated Lenders 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.

7.4   TAX CREDIT

      If a Subordinated Lender or the Borrower, as the case may be, 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 that Subordinated Lender or the Borrower, as
      the case may be, which the Security Trustee determines 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 that Subordinated
      Lender or the Borrower, as the case may be.  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 7 shall, in the absence of manifest error, be
      conclusive and binding on that Subordinated Lender or the Borrower.

8.    COSTS, CHARGES AND EXPENSES

8.1   COSTS, CHARGES AND EXPENSES

      Each of the Subordinated Lenders and the Borrower shall from time to time
      forthwith on demand pay to or reimburse the Security Trustee for:

      (a)   all expenses (including legal, printing and out-of-pocket expenses)
            reasonably incurred by the Security trustee or any other Finance
            Party in connection with the negotiation, preparation and execution
            of this deed and any amendment or extension of or the granting of
            any waiver or consent under this Deed; and

                                     - 13 -
<PAGE>

                                                      [Group Subordination Deed]

      (b)   all costs, charges and expenses (including legal fees on a full
            indemnity basis  properly incurred by the Security Trustee or any
            other Finance Party in connection with the enforcement of or
            preservation of any rights under this Deed, or otherwise in respect
            of the monies owing under this Deed unless and to the extent such
            costs, charges, and expenses results directly from the gross
            negligence, fraud or wilful misconduct of the Security Trustee or
            any other Finance Party.

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

8.2   STAMP DUTY

      Each of the Subordinated Lenders and the Borrower 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 Subordinated Lenders and/or
      the Borrower to pay such duties or taxes.

9.    UNDERTAKINGS

9.1   UNDERTAKINGS BY THE SUBORDINATED LENDER

      Each of the Subordinated Lenders hereby severally 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)   NO SECURITY INTEREST: not create or permit to exist any Security
            Interest over all or any part of the Subordinated Indebtedness or
            any interest therein or otherwise sell, transfer, assign, deal with
            or dispose of all or any part of the Subordinated Indebtedness or
            attempt or agree to do any of the same (except under or pursuant to
            this Deed);

      (b)   BENEFICIAL OWNER: subject to the provisions of this Deed, at all
            times remain the sole, absolute and beneficial owner of the
            Subordinated Indebtedness;

      (c)   NO WAIVER OF LIABILITIES: not waive, release, compromise or vary the
            liability of the Borrower in relation to the Subordinated
            Indebtedness or do or omit to do any act or thing whereby the
            recovery in full of any monies payable in respect thereof may be
            prejudiced or affected;

      (d)   INFORMATION: give to the Security Trustee such information regarding
            the amount and terms of the Subordinated Indebtedness as the
            Security Trustee may reasonably require;

                                     - 14 -
<PAGE>

                                                      [Group Subordination Deed]

      (e)   PERFORMANCE: subject to the provisions of this Deed, duly observe
            and perform all its obligations under the Subordinated Loan
            Agreements; and

      (f)   NO DEPRECIATION TO SECURITY: 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.

9.2   UNDERTAKINGS BY THE BORROWER

      The Borrower undertakes and agrees with the Security Trustee in the terms
      of Clauses  9.1(d) to (f) mutatis mutandis.

10.   NO SECURITY BY SUBORDINATED LENDER

      Each of the Subordinated Lenders represents to and undertakes with the
      Security Trustee that it has not taken and will not take any security in
      respect of its liability under this Deed whether from the Borrower or any
      other person.

11.   INDEMNITY

11.1  GENERAL INDEMNITY

      Each of the Subordinated Lenders and the Borrower hereby severally
      undertakes with the Security Trustee to indemnify and keep indemnified
      the Security Trustee, the Finance Parties and each of them (each an
      "INDEMNITEE") from and against all costs, charges and expenses which the
      Security Trustee or any 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).

11.2  CURRENCY INDEMNITY

      (a)   If an amount due to the Security Trustee from the Subordinated
            Lender or the Borrower under the Facility Agreement and/or other
            Finance Document (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 Subordinated
                  Lender or, as the case may be, the Borrower;

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

                                     - 15 -
<PAGE>

                                                      [Group Subordination Deed]

            the Subordinated Lender or, as the case may be, the Borrower shall,
            as an independent obligation to the Security Trustee, indemnify the
            Security Trustee 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 Subordinated Lender or, as the case may be, the Borrower hereby
            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.

11.3  PAYMENT AND SECURITY

      The Security Trustee or any Finance Party 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 Subordinated Lender or the Borrower under this Clause
      shall form part of the monies hereby secured.

12.   SUSPENSE ACCOUNT

      The Security Trustee may, place and keep any monies received under this
      Deed, before or after the insolvency of any Subordinated Lender or the
      Borrower to the credit of a suspense account in order to preserve the
      rights of the Security Trustee and the Finance Parties to sue or prove
      for the whole amount in respect of claims against any Subordinated
      Lender, the Borrower or any other person.

13.   SET OFF

      (a)   Without prejudice to any right of set-off, combination of accounts,
            lien or other rights which the Security Trustee is at any time
            entitled whether by operation of law or contract or otherwise, the
            Security Trustee may (but shall not be obliged to) set off against
            any obligation of any Subordinated Lender or, as the case may be,
            the Borrower due and payable by it hereunder without prior notice
            any moneys held by the Security Trustee for the account of relevant
            Subordinated Lender or, as the case may be, the Borrower at any
            office of the Security Trustee anywhere and in any currency. The
            Security Trustee may effect such currency exchanges as are
            appropriate to implement such set-off.

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

                                     - 16 -
<PAGE>

                                                      [Group Subordination Deed]

14.   POWER OF ATTORNEY

14.1  POWER OF ATTORNEY

      Each of the Subordinated Lenders and the Borrower irrevocably appoints
      the Security Trustee, and any persons deriving title under it by way of
      security 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 shall
      think proper or reasonably expedient for carrying out any obligations
      imposed on the Subordinated Lenders and the Borrower or any of them
      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
      to do on behalf of the Subordinated Lenders and the Borrower anything it
      can lawfully do by an attorney.  Each of the Subordinated Lenders and the
      Borrower 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.

14.2  DELEGATION

      The Security Trustee 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 thinks fit.

15.   FURTHER ASSURANCE

15.1  Each of the Subordinated Lenders and the Borrower 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.

16.   NOTICES

16.1  NOTICES

      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;

                                     - 17 -
<PAGE>

                                                      [Group Subordination Deed]

      (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 Borrower or any
      Subordinated Lender and any of the Finance Parties in connection with
      this Deed shall be made through the Security Trustee.

16.2  ADDRESSES

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

      To any Subordinated Lender:-

      Name                  c/o 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 Borrower:-

      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

                                     - 18 -
<PAGE>

                                                      [Group Subordination Deed]

      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

16.3  LANGUAGE

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

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

17.1  WAIVERS

      Time shall be of the essence under this Deed but no failure or delay on
      the part of the Security Trustee, the Finance Parties or any of them 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, the Finance Parties or any of them of any power, right or remedy
      preclude any other or further exercise thereof or the exercise of any
      other power, right or remedy.

17.2  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 hereof 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 Finance Parties 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 Finance Parties 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.

17.3  REMEDIES

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

                                     - 19 -
<PAGE>

                                                      [Group Subordination Deed]

17.4  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.

17.5  ASSIGNMENT

      The Security Trustee may assign its rights under this Deed in accordance
      with the provisions of the Facility Agreement.  None of the Subordinated
      Lenders and the Borrower shall assign any of their rights hereunder
      without the consent of the Security Trustee.

17.6  COUNTERPARTS

      This Deed may be executed in any number of counterparts, 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.

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

18.   GOVERNING LAW AND JURISDICTION

18.1  GOVERNING LAW

      This Deed is governed by and construed in accordance with the laws of
      Hong Kong.

18.2  SUBMISSION TO JURISDICTION

      For the benefit of the Security Trustee and each Finance Party, each of
      the Subordinated Lenders and the Borrower 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 each of the
      Subordinated Lenders and the Borrower hereto irrevocably submits to the
      jurisdiction of those courts.

18.3  OTHER JURISDICTIONS

      Nothing in this Clause 18 (Governing Law and Jurisdiction) shall limit
      the right of the Security Trustee or any Finance Party to take
      Proceedings against any Subordinated Lender or the Borrower 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.

                                     - 20 -
<PAGE>

                                                      [Group Subordination Deed]

18.4  WAIVER OF INCONVENIENT FORUM

      Each of the Subordinated Lenders and the Borrower 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 18 (Governing Law and
      Jurisdiction) and any claim that any such Proceedings have been brought
      in an inconvenient forum.

18.5  PROCESS AGENT

      Each of the Borrower and the Subordinated Lenders hereby irrevocably
      appoint 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 Borrower and the
      Subordinated Lenders).  If for any reason the process agent ceases to be
      able to act as such or not longer has an address in Hong Kong, the
      Borrower and the Subordinated Lenders irrevocably agree to appoint a
      substitute process agent acceptable to the Security Trustee, and to
      deliver to the Security Trustee a copy of the new process agent's
      acceptance of that appointment, within 30 days.

18.6  SERVICE

      Each of the Subordinated Lenders and the Borrower irrevocably consents to
      any process in any Proceeding anywhere being served by mailing a copy by
      post in accordance with Clause 16 (Notices).  Nothing shall affect the
      right to serve any process in any other manner permitted by law.

18.7  WAIVER OF IMMUNITIES

      To the extent that any Subordinated Lender or the Borrower 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 of 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,
      it 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 each of the Subordinated Lenders and
the Borrower as its deed on the day and year first above written.

                                     - 21 -
<PAGE>

                                                      [Group Subordination Deed]

                                   SCHEDULE 1

                    PARTICULARS OF SUBORDINATED INDEBTEDNESS

<TABLE>
<CAPTION>
              Date and description
              of Loan Agreement or                               Amount
                other Instrument                               Outstanding
              --------------------                             -----------
<S>                                                          <C>
Shareholder's Loan from China Netcom Corporation             USD 6,500,000.00
(Hong Kong) Limited dated 15 March 2004

Shareholder's Loan from China Netcom Corporation             USD 5,000,000.00
(Hong Kong) Limited dated 25 March 2004

Shareholder's Loan from China Netcom Corporation             USD 4,259,000.00
(Hong Kong) Limited dated 1 April 2004

Shareholder's Loan from China Netcom Corporation             USD 5,000,000.00
International Limited dated 7 April 2004

Shareholder's Loan from China Netcom Corporation             USD 15,000,000.00
International Limited in June 2004

Shareholder's Loan from China Netcom Corporation             USD 4,000,000.00
International Limited in July 2004

Shareholder's Loan from China Netcom Corporation             USD 55,000,000.00
International Limited in July 2004
</TABLE>

                                     - 22 -
<PAGE>

                                                     [Group Subordination Deed]

                                   SCHEDULE 2

                              SUBORDINATED LENDERS

CHINA NETCOM CORPORATION (HONG KONG) LIMITED

CHINA NETCOM CORPORATION INTERNATIONAL LIMITED

                                     - 23 -
<PAGE>

                                                     [Group Subordination Deed]

                                 SIGNATURE PAGE

THE SUBORDINATED LENDERS

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

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



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

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



THE BORROWER

SIGNED, SEALED AND DELIVERED                    )
as a Deed by its duly authorised attorney       )
Tsui, Lai Ping Yvonne                           ) /s/ Tsui, Lai Ping Yvonne
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

                                     - 24 -
<PAGE>

THE 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                         )
in the presence of:                             )

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

                                     - 25 -